S-K 1602, SPAC Registered Offerings

Feb. 02, 2026

USD ($)

SPAC Offering Forepart, De-SPAC Consummation Timeframe

24 months

SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

We have until the date that is 24 months from the closing of this offering, or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination.

SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag]

true

SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag]

true

SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag]

true

SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag]

true

SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

As of October 21, 2025
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price
Assuming Full Exercise of Over-Allotment Option
$	6.69		6.06		3.94		5.09		4.91		3.46		6.54		0.11		9.89
	Assuming No Exercise of Over-Allotment Option
$	6.68		6.04		3.96		5.08		4.92		3.46		6.54		0.13		9.87

SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag]

true

Spac Offering Prospectus Summary Line Items

SPAC Will Solicit Shareholder Approval for De-SPAC Transaction [Flag]

true

SPAC, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our agreement to enter into our initial business combination. If our securities are no longer listed on Nasdaq, we will not be obligated to satisfy such 80% test. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent registered public accounting firm, with respect to the satisfaction of such criteria.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount

$ 175,000,000

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent

80.00%

SPAC, Securities Offered, Material Terms [Text Block]

17,500,000 units (or 20,125,000 units if the underwriters’ option to purchase additional units is exercised in full), at $10.00 per unit, each unit consisting of:one Class A ordinary share; andone right to receive one-twelfth (1/12) of a Class A ordinary share upon the consummation an initial business combination

SPAC, Securities Offered, Redemption Rights [Text Block]

Redemption Rights for Public Shareholders Upon Completion of our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission we will pay to the Deferred Underwriter. The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against, or vote at all in connection with, the proposed transaction. There will be no redemption rights upon the completion of our initial business combination with respect to our Share Rights. Our initial shareholders, officers and directors will enter into a letter agreement with us, pursuant to which they will agree to waive their redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection with the completion of our initial business combination.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either: (1) in connection with a general meeting called to approve the business combination; or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. If we structure a business combination transaction with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination. We currently intend to conduct redemptions pursuant to a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

	●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

	●	file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

●

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

●

file proxy materials with the SEC.

We expect that a final proxy statement would be mailed to public shareholders at least 20 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block]

There is no limit on the number of extensions that we may seek.

De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block]

If we determine not to extend, or fail to obtain shareholder approval to extend, the time period to consummate our initial business combination, and the time to consummate our initial business combination expires, our sponsor’s investment in our founder shares and our private placement units will be worthless.

De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag]

true

SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this 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 trust account, net of amounts needed to satisfy redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Hennessy Capital Group LLC	Commencing on the date on which our securities are first listed on Nasdaq, $15,000 per month	Office space, utilities and secretarial and administrative support
HC VIII Sponsor LLC	8,910,429 Class B Ordinary Shares (up to 1,137,858 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ option to purchase additional units is exercised), which will automatically convert into Class A ordinary shares at the time of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis; however, in the event additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, such ratio will be adjusted so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 30.1% of the total number of all ordinary shares outstanding upon completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination. As a result of such anti-dilution adjustments, the Class B ordinary shares held by our sponsor may convert into Class A ordinary shares on a greater than one-to-one basis. In October 2025, our sponsor transferred 300,000 founder shares to Nicholas Geeza, our Executive Vice President, Chief Financial Officer and Secretary, and 750,000 founder shares to Thomas D. Hennessy, our President, and in January 2026, our sponsor also transferred an aggregate of 130,000 founder shares to our independent directors.	$25,000

	481,750 private placement units to be purchased in a private placement simultaneous with the closing of this offering	$4,817,500

	Up to $250,000	Repayment of loans made to us to cover offering related and organizational expenses

	Up to $2.5 million in working capital loans, which loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per private placement unit at the option of the lender	Repayment of working capital loans to finance transaction costs in connection with an initial business combination

	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination

Nicholas Geeza	Commencing on the date on which our securities are first listed on Nasdaq, $10,000 per month	Services as Chief Financial Officer

Thomas D. Hennessy	Commencing on the date on which our securities are first listed on Nasdaq, $15,000 per month	Services as President

Individual Service Providers who are employed by or contractors to Hennessy Capital	Commencing on the date on which our securities are first listed on Nasdaq, up to an aggregate of $27,500 per month, with discretionary annual bonuses of up to an aggregate of $295,000, some or all of these amounts may be paid through Hennessy Capital Group LLC at an at-cost arrangement for individual service providers who are employees of Hennessy Capital Group LLC	Services as Individual Service Providers

SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. See the section titled “Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.”

SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.As described above, certain members of our management team will receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.Similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.In addition, members of our management team may participate in the formation of, invest in (on behalf of themselves, their affiliates or its and their clients), or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, members of our management team could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved.We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or members of our management team; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.As described in “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest,” each of our officers and certain of our directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including Hennessy VII and Compass Digital, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she may honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (including as described above). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. As a result, the fiduciary, contractual or other obligations or duties of our officers or directors could materially affect our ability to complete our initial business combination.The potential conflicts described above may limit our ability to enter into a business combination or other transactions. These circumstances could give rise to numerous situations where interests may conflict. There can be no assurance that these or other conflicts of interest with the potential for adverse effects on the company and investors will not arise.

Spac Offering Dilution Line Items

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the NTBV was calculated as follows:

N		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
	No Redemptions						25% of Maximum Redemptions						50% of Maximum Redemptions						75% of Maximum Redemptions						Maximum Redemptions
	Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment
Public offering price	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Net tangible book deficit before this offering		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Increase attributable to public shareholders		6.70			6.71			6.06			6.08			5.10			5.11			3.48			3.48			0.15			0.13
Pro forma net tangible book value after this offering and the sale of the private placement units		6.68			6.69			6.04			6.06			5.08			5.09			3.46			3.46			0.13			0.11
Dilution to public shareholders		3.32			3.31			3.96			3.94			4.92			4.91			6.54			6.54			9.87			9.89
Percentage of dilution to public shareholders		33.20	%		33.10	%		39.60	%		39.40	%		49.20	%		49.10	%		65.40	%		65.40	%		98.70	%		98.90	%

Numerator:
	No Redemptions				25% of Maximum Redemptions				50% of Maximum Redemptions				75% of Maximum Redemptions				Maximum Redemptions
	Without Over- Allotment		With Over- Allotment		Without Over- Allotment		With Over- Allotment		Without Over- Allotment		With Over- Allotment		Without Over- Allotment		Without Over- Allotment		Without Over- Allotment		With Over- Allotment
Numerator:
Net tangible book deficit before this offering	(143,371	)	(143,371	)	(143,371	)	(143,371	)	(143,371	)	(143,371	)	(143,371	)	(143,371	)	(143,371	)	(143,371	)
Net proceeds from this offering and the sale of the private placement units⁽¹⁾	176,255,000		202,280,000		176,255,000		202,280,000		176,255,000		202,280,000		176,255,000		202,280,000		176,255,000		202,280,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value	150,186		150,186		150,186		150,186		150,186		150,186		150,186		150,186		150,186		150,186
Less: Deferred Underwriting discount⁽²⁾	(3,500,000	)	(4,025,000	)	(2,625,000	)	(3,018,750	)	(1,750,000	)	(2,012,500	)	(875,000	)	(1,006,250	)	—		—
Less: Over-allotment liability⁽³⁾	(193,600	)	—		(193,600	)	—		(193,600	)	—		(193,600	)	—		(193,600	)	—
Less: Amounts paid for redemptions⁽⁴⁾	—		—		(43,750,000	)	(50,312,500	)	(87,500,000	)	(100,625,000	)	(131,250,000	)	(150,937,500	)	(175,000,000	)	(201,250,000	)
Total	172,568,215		198,261,815		129,693,215		148,955,565		86,818,215		99,649,315		43,943,215		50,343,065		1,068,215		1,036,815	)
Denominator:
Ordinary shares outstanding prior to this offering	8,910,429		8,910,429		8,910,429		8,910,429		8,910,429		8,910,429		8,910,429		8,910,429		8,910,429		8,910,429
Ordinary shares forfeited if over-allotment is not exercised	(1,137,857	)	—		(1,137,857	)	—		(1,137,857	)	—		(1,137,857	)	—		(1,137,857	)	—
Ordinary shares offered and sale of private placement shares	17,500,000		20,125,000		17,500,000		20,125,000		17,500,000		20,125,000		17,500,000		20,125,000		17,500,000		20,125,000
Private placement shares	560,500		590,500		560,500		590,500		560,500		590,500		560,500		590,500		560,500		590,500
Less: Ordinary shares redeemed	—		—		(4,375,000	)	(5,031,250	)	(8,750,000	)	(10,062,500	)	(13,125,000	)	(15,093,750	)	(17,500,000	)	(20,125,000	)
Total	25,833,071		29,625,929		21,458,071		24,594,679		17,083,071		19,563,429		12,708,071		14,532,179		8,333,071		9,500,929

(1)	$5,605,000 raised via the sale of private placement units, including offering expenses of approximately $850,000 and net underwriting commissions of $3,500,000 (or up to $4,025,000 if the over-allotment option is exercised in full) (excluding the deferred underwriting commission). See “Use of Proceeds.”
(2)	Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows, up to 2.0% of the gross proceeds of this offering, which will be reduced based on the percentage of total funds from the trust account released to pay redeeming public shareholders.
(3)	The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the shares subject to redemption and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the initial public offering.
(4)	If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers or their affiliates may purchase shares or public Share Rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”

De-SPAC, Material Potential Source of Future Dilution, Description [Text Block]

The below calculations (A) assume that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or service provider share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, (iii) no working capital loans are converted into private placement units, as further described in this and (iv) no value is attributable to the Share Rights, and (B) assume (i) the issuance of 17,500,000 Class A ordinary shares (or 20,125,000 Class A ordinary shares if the over-allotment option is exercised in full) and 8,910,429 founder shares (up to 1,137,858 of which are assumed to be forfeited in the scenario in which the over-allotment option is not exercised in full) and (ii) the sale of the private placement units. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares.

Hennessy Capital Investment Corp. VIII S-1/A