Hennessy Capital Investment Corp. VIII 10-Q

ITEM 5. OTHER INFORMATION During the three months ended March 31, 2026, no director or officer of HCIC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 19 ITEM 6. EXHIBITS The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q: Exhibit Number Description 1.1 Underwriting Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII, Barclays Capital Inc. and Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC, as representatives of the underwriters (incorporated by reference to Exhibit 1.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 4.1 Share Rights Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and Odyssey Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 10.1 Letter Agreement, dated February 4, 2026, by and among Hennessy Capital Investment Corp. VIII, its officers, its directors and HC VIII Sponsor LLC (incorporated by reference to Exhibit 10.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K filed with the SEC on February 6, 2026). 10.2 Amendment to the Insider Letter Agreement, dated as of May 12, 2026, by and between Hennessy Capital Investment Corp. VIII, its officers, its directors and HC VIII Sponsor LLC. 10.3 Investment Management Trust Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and Odyssey Transfer and Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 10.4 Registration Rights Agreement, dated February 4, 2026, by and among Hennessy Capital Investment Corp. VIII, HC VIII Sponsor LLC and certain other security holders (incorporated by reference to Exhibit 10.3 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 10.5 Administrative Support Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor LLC (incorporated by reference to Exhibit 10.4 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 10.6 Founder Shares Subscription Agreement, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp. VIII’s Registration Statement on Form S-1 (File No. 333-291924) filed with the SEC on February 2, 2026). 10.7 Private Placement Units Purchase Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor LLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 10.8 Form of Indemnity Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and each of the officers and directors of Hennessy Capital Investment Corp. VIII (incorporated by reference to Exhibit 10.6 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026). 31.1* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 32.1** Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 32.2** Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema. 101.CAL* Inline XBRL Taxonomy Calculation Linkbase. 101.LAB* Inline XBRL Taxonomy Label Document. 101.PRE* Inline XBRL Presentation Linkbase Document. 101.DEF* Inline XBRL Definition Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 20 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized. HENNESSY CAPITAL INVESTMENT CORP. VIII Dated: May 12, 2026 /s/ Daniel J. Hennessy Name: Daniel J. Hennessy Title: Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) Dated: May 12, 2026 /s/ Nicholas Geeza Name: Nicholas Geeza Title: Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) 21