HENNESSY DANIEL J 4
4 · Hennessy Capital Investment Corp. VIII · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Hennessy Capital (HCIC) CEO Daniel J. Hennessy Buys 671,000 Shares
What Happened
Daniel J. Hennessy, Chairman and CEO of Hennessy Capital Investment Corp. VIII and reported as a 10% owner, was involved in two acquisitions reported on Form 4. On Feb 6, 2026, 671,000 Class A ordinary shares were purchased at $10.00 each for a total of $6,710,000. On Feb 4, 2026, 1,782,086 shares were reported as acquired for $0.00 (derivative shares), reflecting issuance/ownership of Class B ordinary shares or related rights.
Key Details
- Transaction dates and prices:
- 2026-02-06: Purchase (P) — 671,000 Class A shares @ $10.00 = $6,710,000. (Footnote F1: these Class A shares are included in 671,000 private placement units purchased by Sponsor.)
- 2026-02-04: Other acquisition (J) — 1,782,086 shares @ $0.00 (derivative/issuance; $0 consideration).
- Total shares reported in this filing: 2,453,086 shares (671,000 Class A + 1,782,086 Class B/derivative).
- Shares owned after transaction: The filing shows these securities are held of record by HC VIII Sponsor LLC (the Sponsor); it does not provide a separate single post-transaction beneficial-ownership total for Mr. Hennessy. (Footnote F2: Sponsor is record holder; Hennessy is a managing member of the Sponsor and may be deemed to share beneficial ownership but disclaims ownership where no pecuniary interest exists.)
- Notable footnotes:
- F1: The 671,000 Class A shares come from private placement units; each unit includes one Class A share plus a right to receive 1/12 of a Class A upon a business combination.
- F3/F4: Class B ordinary shares convert one-for-one into Class A shares at the time of the initial business combination (or earlier at holder’s option); some Class B shares were issued via a share dividend.
- Filing timeliness: Form filed 2026-02-09 for transactions on Feb 4 and Feb 6; the filing does not indicate a late-filed status in the provided information.
Context
The zero-price (J-code) acquisition reflects derivative or founder-class shares (Class B) commonly issued to SPAC sponsors and convertible into Class A shares upon an initial business combination. Because the reported securities are held by the Sponsor entity and Mr. Hennessy is a managing member, these transactions reflect sponsor-level ownership changes rather than a straightforward personal open-market trade. Purchases by sponsors or insiders can be informative to investors, but this filing is a record of ownership/issuance events and does not explain motivations.
Insider Transaction Report
- Purchase
Class A ordinary shares
[F1][F2]2026-02-06$10.00/sh+671,000$6,710,000→ 671,000 total(indirect: See Explanation of Responses) - Other
Class B ordinary shares
[F3][F4][F2]2026-02-04+1,782,086→ 9,512,515 total(indirect: See Explanation of Responses)→ Class A ordinary shares (1,782,086 underlying)
Footnotes (4)
- [F1]Reflects the 671,000 Class A ordinary shares of the registrant that are included in the 671,000 private placement units of the registrant purchased by HC VIII Sponsor LLC ("Sponsor"). Each private placement unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial business combination.
- [F2]Sponsor is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the registrant's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the registrant's President and a director, are the managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Daniel Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.
- [F3]As described in the registrant's Registration Statement on Form S-1 (File No. 333-291924) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
- [F4]Represents Class B ordinary shares issued by the registrant to Sponsor through a share dividend.