Hennessy Capital Investment Corp. VIII 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “HCIC” refer to Hennessy Capital Investment Corp. VIII. References to HCIC’s “management” or HCIC’s “management team” refer to HCIC’s officers and directors. References to the “Sponsor” refer to HC VIII Sponsor LLC. The following discussion and analysis of HCIC’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Special Note Regarding Forward Looking Statements This 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. HCIC cautions that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and developments in the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report, and undue reliance should not be placed on forward-looking statements. In addition, even if HCIC’s results or operations, financial condition and liquidity and developments in the industry in which it operates are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements contained in this Quarterly Report are based on HCIC’s current expectations and beliefs concerning future developments and their potential effects on HCIC. There can be no assurance that future developments affecting HCIC will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond HCIC’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to, the following risks, uncertainties, assumptions and other factors: ● HCIC’s ability to select an appropriate target business or businesses; ● HCIC’s ability to complete its initial Business Combination (as defined below); ● HCIC’s expectations around the performance of a prospective target business or businesses; ● HCIC’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following its initial Business Combination; ● HCIC’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with HCIC’s business or in approving its initial Business Combination; ● HCIC’s potential ability to obtain additional financing to complete its initial Business Combination; ● HCIC’s pool of prospective target businesses, including the location and industry of such target businesses; ● the ability of HCIC’s officers and directors to generate a number of potential initial Business Combination opportunities; 16 ● HCIC’s public securities’ potential liquidity and trading; ● the lack of a market for HCIC’s securities; ● the availability to HCIC of funds from interest income on the trust account (the “Trust Account”) balance; ● the Trust Account not being subject to claims of third parties; ● HCIC’s financial performance; or ● the other risks and uncertainties discussed under the heading “Risk Factors” and elsewhere in this Quarterly Report, in HCIC’s Annual Report on Form 10-K for the year ended December 31, 2025, and in HCIC’s final prospectus filed with the SEC on February 5, 2026 in connection with its initial public offering (the “Initial Public Offering”). The foregoing risks and uncertainties may not be exhaustive. Should one or more of these risks or uncertainties materialize, or should any of HCIC’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. HCIC undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Overview HCIC is a SPAC incorporated in the Cayman Islands on July 15, 2025, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). HCIC intends to effectuate its initial Business Combination using cash derived from the proceeds of the Initial 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, including its shares, debt or a combination of cash, shares and debt. The issuance of additional ordinary shares in an initial Business Combination: ● may 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; ● may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded to ordinary shares; ● could 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; ● may 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; and ● may adversely affect prevailing market prices for Class A ordinary shares and/or Share Rights (as defined below). Similarly, if HCIC issues debt securities or otherwise incurs significant indebtedness, it could result in: ● default 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; ● HCIC’s immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; ● HCIC’s inability to obtain necessary additional financing if the debt contains covenants restricting its ability to obtain such financing while the debt is outstanding; ● HCIC’s inability to pay dividends on ordinary shares; ● using 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; ● increased 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; ● Other disadvantages compared to its competitors who have less debt. HCIC expects to continue to incur significant costs in the pursuit of its acquisition plans. It cannot provide any assurance that its plans to complete an initial Business Combination will be successful. 17 Results of Operations HCIC has neither engaged in any operations nor generated any operating revenues to date. 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. HCIC 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. For 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. For 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. Liquidity and Capital Resources On February 6, 2026, HCIC 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. Simultaneously with the closing of the Initial Public Offering, HCIC consummated the sale of an aggregate of 671,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,710,000. Following the closing of the Initial Public Offering on February 6, 2026, an amount of $241,500,000 from the net proceeds of the sale of the Units, the full exercise of the over-allotment option, and a portion of the net proceeds from the sale of the Private Placement Units was placed into the Trust Account. HCIC incurred total transaction costs of $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. For 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 activities. As 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. As 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 target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial Business Combination and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay HCIC’s income taxes. In addition, HCIC may pay commitment fees for financing, fees to consultants to assist it with its search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed initial Business Combination, although HCIC does not have any current intention to do so. If HCIC entered into an agreement where it paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific proposed initial Business Combination and the amount of HCIC’s available funds at the time. HCIC’s forfeiture of such funds (whether as a result of its breach or otherwise) could result in its not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses. In order to fund working capital deficiencies or finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of HCIC’s officers and directors or their affiliates may, but none of them is obligated to, loan HCIC funds as may be required. If HCIC completes its initial Business Combination, HCIC may repay such loaned amounts out of the proceeds of the Trust Account released to HCIC. In the event that HCIC’s initial Business Combination does not close, it may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender. The Private Placement Units would be identical to the Private Placement Units 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 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. 18 HCIC does not believe it will need to raise additional funds in order to meet the expenditures required for operating HCIC’s business. However, if HCIC’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate its business prior to its initial Business Combination. Moreover, HCIC may need to obtain additional financing either to complete its initial Business Combination or because it becomes obligated to redeem a significant number of HCIC’s Class A ordinary shares sold as part of the Units in the Initial Public Offering (the “Public Shares”) upon completion of its initial Business Combination, in which case it may issue additional securities or incur debt in connection with such initial Business Combination. If HCIC raises additional funds through equity or convertible debt issuances, its public shareholders may suffer significant dilution, and these securities could have rights that rank senior to its Public Shares. If HCIC raises additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to its equity securities and could contain covenants that restrict its operations. Further, as described above, due to the anti-dilution rights of HCIC’s Founder Shares, its public shareholders may incur material dilution. In addition, HCIC intends to target businesses with enterprise values that are greater than it could acquire with the net proceeds of its Initial Public Offering and the sale of the Private Placement Units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Initial Public Offering, net of amounts needed to satisfy redemptions by public shareholders, HCIC may be required to seek additional financing to complete such proposed initial Business Combination. HCIC may also obtain financing prior to the closing of its initial Business Combination to fund its working capital needs and transaction costs in connection with its search for and completion of its initial Business Combination. There is no limitation on HCIC’s ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with its initial Business Combination, including pursuant to any backstop or similar agreements it may enter into following the consummation of its Initial Public Offering or otherwise. Subject to compliance with applicable securities laws, HCIC would only complete such financing simultaneously with the completion of its initial Business Combination. If HCIC is unable to complete its initial Business Combination because it does not have sufficient 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. Off-Balance Sheet Financing Arrangements HCIC has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. HCIC does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. HCIC has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations HCIC does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than agreements 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 and to pay Nicholas Geeza, its Chief Financial Officer, $10,000 per month and Thomas D. Hennessy, its President, $15,000 per month, respectively, for their services. HCIC began incurring these fees on February 5, 2026, and will continue to incur these fees monthly until the earlier of the completion of HCIC’s initial Business Combination and its liquidation. HCIC also pays 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 HCIC’s initial Business Combination until the earlier of the consummation of HCIC’s initial Business Combination or its liquidation. Some of these amounts are paid through Hennessy Capital Group LLC at an at-cost arrangement for individual service providers who are employees of Hennessy Capital Group LLC. The 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, one of the underwriters, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Deferred 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. 19 Critical Accounting Estimates The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. HCIC has not identified any critical accounting estimates. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK HCIC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this item.