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Item 2. Management’s Discussion and Analysis

2026-08-12 compared with 2026-05-12 · 85 added, 92 removed, 161 unchanged (52% of the section changed)

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Note Regarding Forward Looking Statements

Quarterly Report on Form 10-Q (this “Quarterly Report”), including, without limitation, statements under the heading “ Management’s Discussion and Analysis

of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934

(the “Exchange Act”).

HCIC’s forward-looking statements include, but are not limited to, statements regarding HCIC

or HCIC’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and any other

Quarterly Report on Form 10-Q (this “Quarterly Report”), including, without limitation, statements under the heading “ Management’s

Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange

Act of 1934 (the “Exchange Act”).

HCIC’s forward-looking statements include, but are not limited to, statements regarding

HCIC or HCIC’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and any other

statements that are not statements of current or historical facts.

In addition, any statements that refer to projections, forecasts

or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

These forward-looking statements may be identified by the use of forward-looking terminology, including the words

“anticipates,” “believes,” “continues,” “could,” “estimates,”

“expects,” “intends,” “may,” “might,” “plans,” “possible,”

“potential,” “projects,” “predicts,” “should,” “will,” or

“would,” or, in each case, their negative or other variations or comparable terminology, but the absence of these words

does not mean that a statement is not forward-looking.

In addition, any statements that refer to projections, forecasts or

other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

forward-looking statements may be identified by the use of forward-looking terminology, including the words “anticipates,”

“believes,” “continues,” “could,” “estimates,” “expects,” “intends,”

“may,” “might,” “plans,” “possible,” “potential,” “projects,”

“predicts,” “should,” “will,” or “would,” or, in each case, their negative or other variations

or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking.

cautions that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial

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Public Offering and the sale of an aggregate of 671,000 private placement units to the Sponsor (each a “Private Placement Unit”

and collectively, the “Private Placement Units”), and any sale of securities in connection with its initial Business Combination

and collectively, the “Private Placement Units”), and any sale of securities in connection with its initial Business Combination, including

its shares, debt or a combination of cash, shares and debt.

issuance of additional ordinary shares in an initial Business Combination:

significantly dilute the equity interest of HCIC’s public shareholders, which dilution

would increase if the anti-dilution provisions in the Class B ordinary shares of HCIC (“Founder

Shares”) resulted in the issuance of Class A ordinary shares on a greater than one-to-one

basis upon conversion of the Founder Shares;

subordinate the rights of holders of ordinary shares if preference shares are issued with

rights senior to those afforded to ordinary shares;

cause a change of control if a substantial number of ordinary shares are issued, which may

affect, among other things, HCIC’s ability to use its net operating loss carry forwards,

if any, and could result in the resignation or removal of HCIC’s present officers and

have the effect of delaying or preventing a change of control of HCIC by diluting the equity

ownership or voting rights of a person seeking to obtain control of HCIC;

adversely affect prevailing market prices for Class A ordinary shares and/or Share Rights

(as defined below).

significantly dilute the equity interest of HCIC’s public shareholders, which dilution would increase if the anti-dilution

provisions in the Class B ordinary shares of HCIC (“Founder Shares”) resulted in the issuance of Class A ordinary shares

on a greater than one-to-one basis upon conversion of the Founder Shares;

subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded to ordinary

cause a change of control if a substantial number of ordinary shares are issued, which may affect, among other things, HCIC’s

ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of HCIC’s present

officers and directors;

have the effect of delaying or preventing a change of control of HCIC by diluting the equity ownership or voting rights of a person

seeking to obtain control of HCIC;

adversely affect prevailing market prices for Class A ordinary shares and/or Share Rights (as defined below).

if HCIC issues debt securities or otherwise incurs significant indebtedness, it could result in:

and foreclosure on HCIC’s assets if its operating revenues after an initial Business

Combination are insufficient to repay its debt obligations;

● acceleration

of HCIC’s obligations to repay the indebtedness even if it makes all principal and

interest payments when due if HCIC breaches certain covenants that require the maintenance

of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt is payable on

inability to obtain necessary additional financing if the debt contains covenants restricting

its ability to obtain such financing while the debt is outstanding;

and foreclosure on HCIC’s assets if its operating revenues after an initial Business Combination are insufficient to repay

its debt obligations;

of HCIC’s obligations to repay the indebtedness even if it makes all principal and interest payments when due if HCIC breaches

certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that

immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

inability to obtain necessary additional financing if the debt contains covenants restricting its ability to obtain such financing

while the debt is outstanding;

inability to pay dividends on ordinary shares;

a substantial portion of HCIC’s cash flow to pay principal and interest on its debt,

which will reduce the funds available for dividends on its ordinary shares, expenses, capital

expenditures, acquisitions and other general corporate purposes;

● limitations

on HCIC’s flexibility in planning for and reacting to changes in its business and in

the industry in which it operates;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

● limitations

on HCIC’s ability to borrow additional amounts for expenses, capital expenditures,

acquisitions, debt service requirements, execution of its strategy and other purposes;

a substantial portion of HCIC’s cash flow to pay principal and interest on its debt, which will reduce the funds available

for dividends on its ordinary shares, expenses, capital expenditures, acquisitions and other general corporate purposes;

on HCIC’s flexibility in planning for and reacting to changes in its business and in the industry in which it operates;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on HCIC’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,

execution of its strategy and other purposes;

disadvantages compared to its competitors who have less debt.

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has neither engaged in any operations nor generated any operating revenues to date.

The only activities from July 15, 2025

(inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering,

described below, and identifying a target company for an initial Business Combination after the completion of the Initial Public Offering.

HCIC does not expect to generate any

operating revenues until after the completion of its initial Business Combination.

It expects to generate non-operating income in

the form of interest and/or dividend income on investments held in the Trust Account after the Initial Public Offering.

to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among

other things), as well as for due diligence expenses in connection with searching for, and completing, an initial Business

the three months ended March 31, 2026, HCIC had a net income of $725,333, which consists of general and administrative costs of $498,102,

The only activities from July 15, 2025 (inception)

through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and

identifying a target company for an initial Business Combination after the completion of the Initial Public Offering.

HCIC does not expect

to generate any operating revenues until after the completion of its initial Business Combination.

It expects to generate non-operating

income in the form of interest and/or dividend income on investments held in the Trust Account after the Initial Public Offering.

expects to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance,

among other things), as well as for due diligence expenses in connection with searching for, and completing, an initial Business Combination.

the three months ended June 30, 2026, HCIC had a net income of $1,639,157, which consists of general and administrative costs of $419,464,

offset by interest income on cash held in the Trust Account of $2,058,621.

the six months ended June 30, 2026, HCIC had a net income of $2,364,490, which consists of general and administrative costs of $917,566,

offset by interest income on cash held in the Trust Account of $3,282,056.

and Capital Resources

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of deferred underwriting fees, and $951,812 of other offering costs.

the three months ended March 31, 2026, net cash used in operating activities was $522,162.

Net income of $725,333 was affected by

interest earned on cash held in the Trust Account of $1,223,435.

Changes in operating assets and liabilities used $24,060 of cash

for operating activities.

of March 31, 2026, HCIC had cash held in the Trust Account of $242,723,435 (including $1,223,435 of interest income).

withdraw interest from the Trust Account to pay taxes, if any.

HCIC intends to use substantially all of the funds held in the Trust Account,

including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds

in the Trust Account that may be released to HCIC to fund its working capital requirements, subject to an annual limit of 5.0%, and to

pay its taxes, other than excise taxes, if any) and excluding any deferred underwriting commission, if any, to complete its initial Business

To the extent that HCIC’s share capital or debt is used, in whole or in part, as consideration to complete its initial

Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the

target business or businesses, make other acquisitions and pursue its growth strategies.

of March 31, 2026, HCIC had cash of $805,607.

the six months ended June 30, 2026, net cash used in operating activities was $803,446.

Net income of $2,364,490 was affected by interest

earned on cash held in the Trust Account of $3,282,056.

Changes in operating assets and liabilities provided $114,120 of cash for operating

of June 30, 2026, HCIC had cash held in the Trust Account of $244,651,743 (which includes $3,151,743 of interest income available for

permitted withdrawals).

HCIC may withdraw interest from the Trust Account to pay taxes, if any.

HCIC intends to use substantially all

of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall

be net of interest earned on the funds in the Trust Account that may be released to HCIC to fund its working capital requirements, subject

to an annual limit of 5.0%, and to pay its taxes, other than excise taxes, if any) and excluding any deferred underwriting commission,

if any, to complete its initial Business Combination.

To the extent that HCIC’s share capital or debt is used, in whole or in part,

as consideration to complete its initial Business Combination, the remaining proceeds held in the Trust Account will be used as working

capital to finance the operations of the target business or businesses, make other acquisitions and pursue its growth strategies.

of June 30, 2026, HCIC had cash of $654,636.

HCIC intends to use the funds held outside the Trust Account primarily to identify and evaluate

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issued to the Sponsor.

Except for the foregoing, the terms of such loans by the Sponsor, an affiliate of the

Sponsor or HCIC’s officers and directors, if any, have not been determined and no written agreements exist with respect to such

HCIC does not expect to seek loans from parties other than its Sponsor, an affiliate of HCIC’s Sponsor or HCIC’s officers

and directors, if any, as HCIC does not believe third parties will be willing to loan such funds and provide a waiver against any and

all rights to seek access to funds in the Initial Public Offering.

Except for the foregoing, the terms of such loans by the Sponsor, an affiliate of the Sponsor or HCIC’s

officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

HCIC does not expect

to seek loans from parties other than its Sponsor, an affiliate of HCIC’s Sponsor or HCIC’s officers and directors, if any,

as HCIC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access

to funds in the Initial Public Offering.

does not believe it will need to raise additional funds in order to meet the expenditures required for operating HCIC’s business.

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funds available to it, it will be forced to cease operations and liquidate the Trust Account.

In addition, following HCIC’s

initial Business Combination, if cash on hand is insufficient, it may need to obtain additional financing in order to meet its obligations.

In addition, following HCIC’s initial

Business Combination, if cash on hand is insufficient, it may need to obtain additional financing in order to meet its obligations.

Sheet Financing Arrangements

has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

HCIC does not

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for individual service providers who are employees of Hennessy Capital Group LLC.

underwriters of the Initial Public Offering were entitled to a cash underwriting discount of $0.20 per unit, or $4,830,000 in

the aggregate, which were paid to the underwriters in cash at the closing of the Initial Public Offering.

underwriters of the Initial Public Offering were entitled to a cash underwriting discount of $0.20 per unit, or $4,830,000 in the aggregate,

which were paid to the underwriters in cash at the closing of the Initial Public Offering.

Additionally,

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Underwriter”), is entitled to a deferred underwriting discount of up to $0.20 per unit, or up to $4,830,000 in the aggregate (subject

to reduction based on the funds remaining in the Trust Account after giving effect to the Public Shares that are redeemed in

connection with an initial Business Combination), payable for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met.

The deferred underwriting discount will become payable to the Deferred

Underwriter from the amounts held in the Trust Account solely in the event HCIC completes its initial Business Combination.

On January 22, 2026, HCIC entered

into an agreement with a consultant to provide consulting services through completion of the initial Business Combination.

In consideration

for the consulting services, HCIC has agreed to pay an upfront $30,000 fee, which has been paid and included in the statement of operations,

and additional compensation of incentive share to be determined and negotiated upon completion of an initial Business Combination.

to reduction based on the funds remaining in the Trust Account after giving effect to the Public Shares that are redeemed in connection

with an initial Business Combination), payable for deferred underwriting commissions on amounts remaining in the Trust Account after

all redemptions by public shareholders have been met.

The deferred underwriting discount will become payable to the Deferred Underwriter

from the amounts held in the Trust Account solely in the event HCIC completes its initial Business Combination.

January 22, 2026, HCIC entered into an agreement with a consultant to provide consulting services through completion of the initial Business

In consideration for the consulting services, HCIC has agreed to pay an upfront $30,000 fee, which has been paid and included

in the statement of operations, and additional compensation of incentive share to be determined and negotiated upon completion of an

initial Business Combination.

Accounting Estimates

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis