Hennessy Thomas D 4

What Happened
Thomas D. Hennessy, President and director of Hennessy Capital Investment Corp. VIII (HCIC), is reporting two acquisitions. On 2026-02-06 he is associated with the acquisition of 671,000 Class A ordinary shares at $10.00 each (totaling $6,710,000) as part of private placement units. On 2026-02-04 he is associated with the acquisition of 1,782,086 Class B ordinary shares at $0.00 (derivative/founder shares issued via a share dividend).

Key Details

• Transaction dates and types:
  • 2026-02-06 — Purchase (code P): 671,000 Class A shares @ $10.00 = $6,710,000. These shares were part of private placement units purchased by the Sponsor (see footnote).
  • 2026-02-04 — Other acquisition (code J, derivative): 1,782,086 Class B shares @ $0.00 (issued via share dividend).
• Shares owned after transaction: The filing reports these acquisitions via HC VIII Sponsor LLC as the record holder. The filing does not list a simple total of shares personally owned by Mr. Hennessy; footnote states Sponsor is record holder and Mr. Hennessy may be deemed to share beneficial ownership but disclaims ownership where he has no pecuniary interest.
• Notable footnotes:
  • F1: The 671,000 Class A shares are included in 671,000 private placement units purchased by the Sponsor; each unit includes one Class A share plus a right to receive 1/12 of a Class A share upon the registrant’s initial business combination.
  • F2: Sponsor (HC VIII Sponsor LLC) is record holder; Hennessy Capital Group LLC is Sponsor’s manager; Daniel J. Hennessy and Thomas D. Hennessy are managing members — they may be deemed to share beneficial ownership; Thomas disclaims ownership where no pecuniary interest exists.
  • F3/F4: Class B shares convert one-for-one into Class A shares at the time of an initial business combination; the 1,782,086 Class B shares were issued to Sponsor via a share dividend.
• Filing timeliness: The Form 4 was filed on 2026-02-09. The 2026-02-06 purchase appears to be reported within the required window; the 2026-02-04 derivative acquisition was reported after the usual two-business-day window and therefore appears late in this filing.

Context

• The 671,000-share transaction is a cash purchase via private placement units tied to the Sponsor rather than an open-market trade by an individual; private placement units include additional rights that vest upon the company’s initial business combination.
• The 1.78M Class B shares are founder/insider shares that convert to Class A upon an initial business combination and are not an immediate cash investment; such derivative/founder share movements are common in SPAC-related filings and do not necessarily reflect routine buy/sell sentiment.
• Mr. Hennessy is listed as a 10% owner in this filing; however, because securities are held of record by the Sponsor and Hennessy disclaims ownership where he lacks pecuniary interest, retail investors should treat the reported holdings as linked to the Sponsor structure rather than a simple personal open-market purchase.