Hennessy Capital Investment Corp. VIII 8-K

What Happened Hennessy Capital Investment Corp. VIII (HCIC) announced the closing of its initial public offering (IPO) on February 6, 2026. The company sold 24.15 million units at $10.00 per unit (including a 3.15 million-unit exercise of the underwriters’ overallotment option), generating gross proceeds of $241.5 million. The company executed its underwriting agreement with Barclays Capital Inc. and Cohen & Company Capital Markets, established a trust account with Odyssey Transfer and Trust Company as trustee, and entered into several related agreements (share rights, registration rights, administrative support, sponsor private placement, indemnity agreements, etc.) disclosed in its Form S-1 and attached exhibits.

Key Details

• IPO size and price: 24.15 million Units at $10.00 each → $241.5 million gross proceeds (includes 3.15M overallotment).
• Private placement: Sponsor purchased 671,000 Private Placement Units at $10.00 each → $6.71 million (Section 4(a)(2) exemption); these units have transfer restrictions and registration rights.
• Trust Account & restrictions: $241.5M (including up to $4.83M of deferred underwriting fees) deposited in a U.S. segregated trust; funds generally locked until the earlier of the initial business combination, certain shareholder-approved charter amendments, or failure to complete a business combination within 24 months. Interest may be used to pay taxes and up to 5% of interest may be used for working capital.
• Governance and corporate changes: On February 4, 2026 the company filed amended and restated constitutional documents and appointed directors Brian Bonner, Kyle Crowley, Javier Saade, Sandra Stash and Elizabeth Williams; committee assignments and indemnity agreements for officers/directors were also put in place. The sponsor transferred Class B shares to each director (25,000 to four directors; 30,000 to Ms. Williams).

Why It Matters This 8-K confirms HCIC is now a publicly listed blank-check (SPAC) company with substantial funds held in trust to pursue an initial business combination. For investors, the trust account structure means the $241.5M is largely protected from being used until a qualifying merger is completed (or until redemptions/charter-triggered events), reducing near-term execution risk on spending but concentrating importance on management’s ability to identify and close a target within the 24‑month window. The sponsor’s private units, director appointments, indemnity arrangements and registration rights are key governance and ownership details that may affect future dilution, voting and the timing of any resale of underlying shares.