Hennessy Capital Investment Corp. VIII 10-Q

ITEM 1. FINANCIAL STATEMENTS HENNESSY CAPITAL INVESTMENT CORP. VIII CONDENSED BALANCE SHEETS June 30, 2026 December 31, 2025 (Unaudited) Assets Current assets Cash $ 654,636 $ 935 Prepaid expenses 74,107 — Short-term prepaid insurance 54,726 — Total current assets 783,469 935 Deferred offering costs — 342,930 Cash held in the Trust Account 244,651,743 — Total Assets $ 245,435,212 $ 343,865 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Current liabilities Accrued offering costs $ 115,000 $ 313,285 Accrued expenses 67,038 34,085 Promissory note — related party — 16,000 Total current liabilities 182,038 363,370 Deferred underwriting fee 4,830,000 — Deferred legal fees 480,000 — Total Liabilities 5,492,038 363,370 Commitments and Contingencies (Note 6) - - Class A ordinary shares subject to possible redemption; 24,150,000 and no shares at redemption value of $ 10.13 and $ 0 per share at June 30, 2026 and December 31, 2025, respectively 244,617,954 — Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2026 and December 31, 2025 — — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 671,000 and no shares issued and outstanding (excluding 24,150,000 and no shares subject to possible redemption) at June 30, 2026 and December 31, 2025, respectively 67 — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 10,692,515 shares issued and outstanding at June 30, 2026 and December 31, 2025 (1)(2) 1,069 1,069 Ordinary shares, value 1,069 1,069 Additional paid-in capital — 23,931 Accumulated deficit ( 4,675,916 ) ( 44,505 ) Total Shareholders’ Deficit ( 4,674,780 ) ( 19,505 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 245,435,212 $ 343,865 (1) As of December 31, 2025, includes an aggregate of up to 1,365,430 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 6, 2026, the Company consummated the Initial Public Offering (as defined below) and sold 24,150,000 Units, including 3,150,000 Units sold pursuant to the full exercise of the underwriters’ over-allotment option, hence the 1,365,430 Class B ordinary shares are no longer subject to forfeiture. (2) On February 4, 2026, the Company, through a share dividend, issued 1,782,086 Class B ordinary shares to the initial shareholders, resulting in the initial shareholders holding an aggregate of 10,692,515 Class B ordinary shares. All shares and per-share amounts have been retroactively presented (Note 5). The accompanying notes are an integral part of the unaudited condensed financial statements. 1 HENNESSY CAPITAL INVESTMENT CORP. VIII CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 (UNAUDITED) For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 General and administrative costs $ 419,464 $ 917,566 Loss from operations ( 419,464 ) ( 917,566 ) Other income: Interest earned on cash held in the Trust Account 2,058,621 3,282,056 Total other income, net 2,058,621 3,282,056 Net income $ 1,639,157 $ 2,364,490 Basic and diluted weighted average shares outstanding of Class A ordinary shares 24,821,000 19,856,800 Basic and diluted net income per ordinary share, Class A ordinary shares $ 0.05 $ 0.08 Basic and diluted weighted average shares outstanding of Class B ordinary shares 10,692,515 10,419,429 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.05 $ 0.08 The accompanying notes are an integral part of the unaudited condensed financial statements. 2 HENNESSY CAPITAL INVESTMENT CORP. VIII CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 (UNAUDITED) Shares Amount Shares Amount Capital Deficit Deficit Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — January 1, 2026 — $ — 10,692,515 $ 1,069 $ 23,931 $ ( 44,505 ) $ ( 19,505 ) Sale of Private Placement Units 671,000 67 — — 6,709,933 — 6,710,000 Fair value of rights included in Public Units — — — — 3,115,350 — 3,115,350 Allocated value of transaction costs to Class A ordinary shares — — — — ( 162,291 ) — ( 162,291 ) Accretion for Class A ordinary shares to redemption amount — — — — ( 9,686,923 ) ( 5,040,210 ) ( 14,727,133 ) Net income — — — — — 725,333 725,333 Balance – March 31, 2026 (Unaudited) 671,000 67 10,692,515 1,069 — ( 4,359,382 ) ( 4,358,246 ) Accretion for Class A ordinary shares to redemption amount — — — — — ( 1,955,691 ) ( 1,955,691 ) Net income — — — — — 1,639,157 1,639,157 Balance – June 30, 2026 (Unaudited) 671,000 $ 67 10,692,515 $ 1,069 $ — $ ( 4,675,916 ) $ ( 4,674,780 ) The accompanying notes are an integral part of the unaudited condensed financial statements. 3 HENNESSY CAPITAL INVESTMENT CORP. VIII CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2026 (UNAUDITED) Cash Flows from Operating Activities: Net income $ 2,364,490 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on cash held in the Trust Account ( 3,282,056 ) Changes in operating assets and liabilities: Prepaid expenses ( 74,107 ) Prepaid insurance ( 54,726 ) Accrued expenses 32,953 Deferred legal fees 210,000 Net cash used in operating activities ( 803,446 ) Cash Flows from Investing Activities: Investment of cash in Trust Account ( 241,500,000 ) Cash withdrawn from Trust Account for working capital purposes 130,314 Net cash used in investing activities ( 241,369,686 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 236,670,000 Proceeds from sale of Private Placement Units 6,710,000 Proceeds from promissory note – related party 70,766 Repayment of promissory note – related party ( 86,766 ) Payment of offering costs ( 537,167 ) Net cash provided by financing activities 242,826,833 Net Change in Cash 653,701 Cash – Beginning of period 935 Cash – End of period $ 654,636 Non-cash investing and financing activities: Offering costs included in accrued offering costs $ 115,000 Deferred underwriting fee payable $ 4,830,000 Deferred legal fees included as offering costs $ 270,000 The accompanying notes are an integral part of the unaudited condensed financial statements. 4 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Note 1 — Organization and Business Operations Hennessy Capital Investment Corp. VIII (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 15, 2025 . The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2026, the Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of June 30, 2026, the Company had not commenced any operations. All activity for the period from July 15, 2025 (inception) through June 30, 2026 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and/or dividend income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is HC VIII Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2026. On February 6, 2026, the Company consummated the Initial Public Offering of 24,150,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,150,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 241,500,000 . Each Unit consists of one Class A ordinary share and one right (a “Share Right”) to receive one-twelfth (1/12) of a Class A ordinary share upon the consummation of an initial Business Combination . Simultaneously with the closing of the Initial Public Offering, the Company consummated 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”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,710,000 . Each Private Placement Unit consists of one Class A ordinary share and one Share Right. Transaction costs of the Initial Public Offering amounted to $ 10,611,812 , consisting of $ 4,830,000 of cash underwriting fees, $ 4,830,000 of deferred underwriting fees, and $ 951,812 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating an initial Business Combination (less deferred underwriting commissions). The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing an agreement to enter into an initial Business Combination. However, the Company will only complete an initial Business Combination if the post-initial Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect an initial Business Combination. Following the closing of the Initial Public Offering on February 6, 2026, an amount of $ 241,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed into a U.S.-based trust account (the “Trust Account”), with Odyssey Transfer and Trust Company, acting as the trustee. The funds may be held in cash or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, and/or deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $ 50 billion or more. However, to mitigate the risk of the Company being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, the Company may, at any time, and it expects that it will, on or prior to the 24-month anniversary of the effective date of the registration statement of which the Company’s prospectus forms a part, instruct Odyssey Transfer and Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash or an interest-bearing account until the earlier of consummation of the Company’s initial Business Combination or liquidation of the Company. Following such liquidation, the Company would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to the Company for Permitted Withdrawals (as defined below) and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash or an interest-bearing account would reduce the dollar amount public shareholders would receive upon any redemption or liquidation of the Company. 5 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 (“Permitted Withdrawals”) and up to $ 100,000 of interest to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Class A ordinary shares sold as part of the Units in the Initial Public Offering (the “Public Shares”) if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either in connection with a general meeting called to approve the initial Business Combination or by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less Permitted Withdrawal), divided by the number of then outstanding Public Shares, subject to the limitations. The Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less the amount of Permitted Withdrawal and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares of the Company (“Founder Shares”), private placement shares and any Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, private placement shares and any Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares or private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the initial Business Combination) in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. 6 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 30, 2026. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future periods. Liquidity and Going Concern As of June 30, 2026, the Company had $ 654,636 in cash and working capital of $ 601,431 . In order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of an initial Business Combination, without interest, or, at the lender’s discretion, up to $ 2,500,000 of the Working Capital Loans may be converted upon completion of an initial Business Combination into private units at a price of $ 10.00 per unit. Such private units would be identical to the Private Placement Units. In the event that an initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2026 and December 31, 2025, there were no Working Capital Loans outstanding. The Company completed its Initial Public Offering at which time capital in excess of the funds deposited in Trust Account and/or used to fund offering expenses was released to the Company for general capital purposes. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements — Going Concern,” the Company’s management evaluated the Company’s liquidity and financial condition, and determined that the Company lacks the liquidity to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of these unaudited condensed financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty with an initial Business Combination. There is no assurance that the Company’s plans to complete an initial Business Combination will be successful. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 7 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 654,636 and $ 935 in cash as of June 30, 2026 and December 31, 2025, respectively, and no cash equivalents. Cash Held in the Trust Account As of June 30, 2026, the assets held in the Trust Account amounted to $ 244,651,743 , and were held in an interest-bearing deposit account. As of December 31, 2025, no assets were held in the Trust account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Deferred Offering Costs The Company complies with the requirements of the ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Share Rights and then to the Class A ordinary shares. On February 6, 2026, upon completion of the Initial Public Offering, offering costs allocated to the Public Shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Share Rights included in the Units and Private Placement Units were charged to shareholders’ deficit as the Share Rights included in the Units and Private Placement Units, after management’s evaluation, were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 8 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Share Rights The Company accounts for the Share Rights issued in connection with the Initial Public Offering and the issuance of the Private Placement Units in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Share Rights under equity treatment at their assigned values. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of Class a Ordinary Shares Subject to Possible Redemption Gross proceeds $ 241,500,000 Less: Proceeds allocated to Share Rights ( 3,115,350 ) Class A ordinary shares issuance cost ( 10,449,520 ) Plus: Class A Ordinary Shares subject to possible redemption, March 31, 2026 $ 242,662,263 Accretion of carrying value to redemption value 14,727,133 Class A Ordinary Shares subject to possible redemption, March 31, 2026 $ 242,662,263 Plus: Accretion of carrying value to redemption value 1,955,691 Class A Ordinary Shares subject to possible redemption, June 30, 2026 $ 244,617,954 Net Income per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, through the date of the Initial Public Offering. The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement Units since the exercise of the units is contingent upon the occurrence of future events. At June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: Schedule of Calculation of Basic and Diluted Net Income Per Ordinary Share For the Three Months Ended June 30, 2026 Basic Diluted Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income per share: Numerator: Allocation of net income $ 1,145,635 $ 493,522 $ 1,145,635 $ 493,522 Denominator: Weighted-average shares outstanding 24,821,000 10,692,515 24,821,000 10,692,515 Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.05 $ 0.05 9 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) For the Six Months Ended June 30, 2026 Basic Diluted Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net income per share: Numerator: Allocation of net income $ 1,550,761 $ 813,729 $ 1,550,761 $ 813,729 Denominator: Weighted-average shares outstanding 19,856,800 10,419,429 19,856,800 10,419,429 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.08 $ 0.08 Share-Based Compensation The Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation”, which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of an initial Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Note 3 — Initial Public Offering Pursuant to the closing of Initial Public Offering on February 6, 2026, the Company sold 24,150,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 3,150,000 Units, at a price of $ 10.00 per Unit, generating gross proceeds of $ 241,500,000 . Each Unit consists of one Class A ordinary share and one Share Right. Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering on February 6, 2026, the Sponsor purchased an aggregate of 671,000 Private Placement Units, in a private placement, at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,710,000 . Each Private Placement Unit consists of one Class A ordinary share and one Share Right. The Private Placement Units are identical to the Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of the Share Rights included in the Private Placement Units), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) are entitled to registration rights. 10 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, private placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares or private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the initial Business Combination) in favor of the initial Business Combination. Note 5 — Related Party Transactions Founder Shares On October 16, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, for which the Company issued 8,910,429 Founder Shares to the Sponsor. On February 4, 2026, the Company, through a share dividend, issued an additional 1,782,086 Class B ordinary shares to the initial shareholders, resulting in the initial shareholders holding an aggregate of 10,692,515 Founder Shares (up to 1,365,430 of which were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units was exercised). On February 6, 2026, the underwriters exercised their over-allotment option in full, which settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,365,430 Founder Shares are no longer subject to forfeiture by the Sponsor. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. On October 20, 2025, the Sponsor transferred 300,000 Founder Shares to the Company’s Chief Financial Officer and Secretary, and 750,000 Founder Shares to the Company’s President. On January 28, 2026, the Sponsor transferred an aggregate of 130,000 Founder Shares to the independent directors. The Founder Shares are automatically forfeited back to the Sponsor if the holder of such Founder Shares is no longer providing services to the Company prior to the initial Business Combination. It is determined the transaction shall be recorded on the Company’s books in accordance with FASB ASC Topic 718. The Company has determined the purchase price of the Founder Shares to be the most appropriate value to use for the transfer of the Founder Shares. The total fair value of the 130,000 Founder Shares transferred to the five independent directors on January 28, 2026 was $ 204,490 or $ 1.57 per share. The Company established the initial fair value of the transferred Founder Shares on January 28, 2026, using a calculation prepared by third-party valuation experts, which takes into consideration the present value of stock of $ 9.86 , remaining term of 0.03 years, risk-free rate of 3.70 %, and market adjustment of 16.00 %. The Founder Shares transferred are subject to a performance condition (i.e., providing services through an initial Business Combination). Share-based compensation would be recognized at the date an initial Business Combination is considered probable (i.e., upon consummation of an initial Business Combination) in an amount equal to the number of Founder Shares transferred times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of Founder Shares. As of June 30, 2026, management does not consider an initial Business Combination to be probable for accounting purposes, and therefore no share-based compensation expense has been recognized. The total grant date fair value of $ 204,490 represents the amount of share-based compensation expense that would be recognized upon consummation of an initial Business Combination, to the extent the Founder Shares ultimately vest. Promissory Note — Related Party The Sponsor has agreed to loan the Company an aggregate of up to $ 250,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing and unsecured. The promissory note is payable on the earlier of February 28, 2026 and the date the Company consummates the Initial Public Offering. As of June 30, 2026 and December 31, 2025, there was $ 0 and $ 16,000 , respectively, outstanding under the promissory note. As of June 30, 2026, the Company had borrowed an aggregate of $ 86,766 , which has been paid in full by the Company at the closing of the Initial Public Offering on February 6, 2026. Borrowings under the promissory note are no longer available. 11 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Due from Sponsor On February 6, 2026, the Sponsor received $ 3,450 in excess of the amount due to be repaid on the promissory note. On February 10, 2026, the Sponsor has transferred back the excess payment received in the amount of $ 3,450 . No amounts are due as of June 30, 2026. Working Capital Loans In order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, extend Working Capital Loans to the Company. If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-initial Business Combination entity at a price of $ 10.00 per Private Placement Unit at the option of the lender. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding. Administrative Services Agreement and Payments to Officers and Consultants Commencing on February 5, 2026, the date the Company’s securities are first listed on Nasdaq, the Company began to pay an amount equal to $ 15,000 per month to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2026, the Company incurred and paid $ 45,000 and $ 72,321 in fees for these services, respectively. Commencing on February 5, 2026, the date on which the Company’s securities are first listed on Nasdaq, the Company began to pay its Chief Financial Officer and its President $ 10,000 and $ 15,000 , respectively, plus tax reimbursements, per month for services prior to the consummation of the initial Business Combination or until the Company’s liquidation. For the three and six months ended June 30, 2026, the Company incurred and paid $ 80,737 and $ 134,562 in fees for these services, respectively. As of June 30, 2026 and December 31, 2025, the Company prepaid $ 26,913 and $ 0 for these services, which are included in prepaid expenses in the accompanying condensed balance sheets, respectively. Commencing on February 5, 2026, the Company began to pay certain non-officer individual service providers an aggregate of $ 27,500 per month, with discretionary annual bonuses of up to an aggregate of $ 295,000 , for services provided in connection with initial Business Combination until the earlier of the consummation of initial Business Combination or its liquidation. Some of these amounts are paid through an affiliate of the Sponsor at an at-cost arrangement for individual service providers who are employees of the affiliate. For the three and six months ended June 30, 2026, the Company incurred and paid $ 74,778 and $ 124,886 in fees for these services, respectively. Note 6 — Commitments and Contingencies Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict and the recent escalation of the United States and Israel-Iran conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the escalation of the Israel-Hamas conflict, the recent escalation of the United States and Israel-Iran conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. 12 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict, the recent escalation of the United States and Israel-Iran conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of the Founder Shares, Private Placement Units, the Class A ordinary shares underlying such Private Placement Units and Share Rights as part of the Private Placement Units that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase 3,150,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 6, 2026, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,150,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 4,830,000 ( 2.0 % of the gross proceeds of the Units sold in the Initial Public Offering), which was paid at the closing of the Initial Public Offering. Additionally, one of the underwriters, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is entitled to a deferred underwriting discount of up to 2.00 % of the gross proceeds of the Initial Public Offering held in the Trust Account, or up to $ 4,830,000 , upon the completion of the Company’s initial Business Combination, subject to the terms of the underwriting agreement. Consultant Agreement On January 22, 2026, the Company entered into an agreement with a consultant to provide consulting services through completion of the initial Business Combination. In consideration for the consulting services, the Company has agreed to pay an upfront $ 30,000 fee, which has been paid and included in the unaudited condensed statements of operations, and additional compensation of incentive shares to be determined and negotiated upon completion of an initial Business Combination. Note 7 — Shareholders’ Deficit Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each. As of June 30, 2026, there were 671,000 Class A ordinary shares issued and outstanding, excluding the 24,150,000 shares subject to possible redemption. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each. As of June 30, 2026 and December 31, 2025, there were 10,692,515 Class B ordinary shares issued and outstanding. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustments as provided the Company’s amended and restated memorandum and articles of association. 13 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Share Rights — Except in cases where the Company is not the surviving company in an initial Business Combination, each holder of a Share Right will automatically receive one-twelfth (1/12) of one Class A ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of Share Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively convert his, her or its Share Rights in order to receive the one-twelfth (1/12) of one Class A ordinary share underlying each Share Right upon consummation of the initial Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and redeems the Public Shares for the funds held in the Trust Account, holders of Share Rights will not receive any of such funds for their Share Rights and the Share Rights will expire worthless. Note 8 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Share Rights issued in the Initial Public Offering is $ 3,115,350 , or $ 0.129 per Share Right. The Share Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Share Rights issued in the Initial Public Offering: Schedule of Fair Value Assumptions Used in Valuation of Share Rights February 6, 2026 Pre-adjusted value per Share Right 0.83 Market adjustment 15.7 % Implied Class A share price $ 9.90 14 HENNESSY CAPITAL INVESTMENT CORP. VIII NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Note 9 — Segment Information FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment. The CODM assesses performance for the 1 single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statements of operations as net income or loss. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: Schedule of Segment June 30, 2026 December 31, 2025 Cash $ 654,636 $ 935 Cash held in the Trust Account $ 244,651,743 $ — For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2026 General and administrative costs $ 419,464 $ 917,566 Interest earned on cash held in the Trust Account $ 2,058,621 $ 3,282,056 The CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. The CODM reviews general and administrative costs to manage and forecast cash to ensure enough capital is available to complete an initial Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis. Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. 15