Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Hennessy Capital Investment Corp. VIII, a Cayman Islands exempted company. The report covers events occurring between February 4, 2026, and February 6, 2026. The Company is a special purpose acquisition company (SPAC) formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Key Financial Metrics
- IPO Gross Proceeds: $241.5 million from the sale of 24.15 million Units at $10.00 per Unit (including 3.15 million Units from the full exercise of the over-allotment option).
- Private Placement Proceeds: $6.71 million from the sale of 671,000 Private Placement Units to the Sponsor at $10.00 per Unit.
- Total Capital Raised: $248.21 million (Gross).
- Trust Account Deposit: $241.5 million deposited into a segregated trust account, inclusive of deferred underwriting discounts and commissions of up to $4.83 million.
- Debt and Liquidity: The filing does not provide specific data on existing debt or operating cash flows, as the Company is in the pre-business combination phase.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. Key securities registered include Units (HCICU), Class A ordinary shares (HCIC), and Rights (HCICR). The Company entered into definitive agreements including an Underwriting Agreement with Barclays Capital Inc. and Cohen & Company Capital Markets, a Share Rights Agreement, and an Investment Management Trust Agreement.
Outlook, Risks, and Management Commentary
- Completion Window: The Company has 24 months from the closing of the IPO (February 6, 2026) to consummate an initial business combination.
- Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the Trust Account if the Company fails to complete a business combination within the 24-month window or upon certain amendments to its charter.
- Trust Account Restrictions: Funds in the Trust Account generally cannot be released until the completion of a business combination, a shareholder vote to amend the charter, or a liquidation event. Interest earned may be used to pay taxes and limited working capital requirements (up to 5.0% of interest earned annually).
- Private Placement Restrictions: Private Placement Units are subject to transfer restrictions until 30 days after the completion of the initial business combination.
Investor Verification Checklist
- Verify the final closing date of the IPO (February 6, 2026) and the exact number of Units sold including over-allotment.
- Confirm the terms of the deferred underwriting discount ($4.83 million) and its impact on the net cash available for the business combination.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption thresholds and extension rights.
- Examine the Letter Agreement (Exhibit 10.1) for sponsor lock-up provisions and director compensation arrangements.
- Monitor the Trust Account balance and any withdrawals for working capital or tax payments.