{"url_path":"/sec/hcicu/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2099093/0001493152-26-022515-index.html","accession_number":"0001493152-26-022515","cik":"0002099093","ticker":"HCIC","issuer_name":"Hennessy Capital Investment Corp. VIII","edgar_url":"https://www.sec.gov/Archives/edgar/data/2099093/0001493152-26-022515-index.html","primary_entity_key":"0002099093","primary_entity_name":"Hennessy Capital Investment Corp. VIII"},"word_count":586,"has_tables":true,"body_markdown":"**ITEM\n2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**\n\n \n\nOn\nOctober 16, 2025, the Sponsor purchased an aggregate of 8,910,429 Founder Shares for an aggregate purchase price of $25,000, or approximately\n$0.003 per share. In October 2025, the Sponsor transferred 300,000 Founder Shares to Nicholas Geeza, HCIC’s Executive Vice President,\nChief Financial Officer and Secretary and 750,000 Founder Shares to Thomas D. Hennessy, HCIC’s President. In January 2026, the\nSponsor also transferred an aggregate of 130,000 Founder Shares to HCIC’s independent directors. On February 4, 2026, HCIC, through\na share dividend, issued to the Sponsor and HCIC’s initial shareholders an additional 1,782,086 Founder Shares, as a result of\nwhich the Sponsor and the initial shareholders have purchased and hold an aggregate of 10,692,515 Founder Shares.\n\n \n\nOn\nFebruary 6, 2026, HCIC consummated the Initial Public Offering of 24,150,000 Units, which includes the full exercise by the underwriters\nof their over-allotment option in the amount of 3,150,000 Units, at $10.00 per Unit, generating gross proceeds of $241,500,000. Each\nUnit consists of one Class A ordinary share and one right (a “Share Right”) to receive one-twelfth (1/12) of one Class A\nordinary share upon the consummation of an initial Business Combination.\n\n \n\nSimultaneously\nwith the closing of the Initial Public Offering, HCIC consummated the private placement and sale of an aggregate of 671,000\nPrivate Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds to HCIC of $6,710,000. The 671,000\nPrivate Placement Units were all purchased by the Sponsor. The Private Placement Units are identical to the units sold in the\nInitial Public Offering, except that (i) the Private Placement Units (and the Class A ordinary shares and Share Rights underlying the\nPrivate Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights) may not be transferred, assigned\nor sold, subject to certain limited exceptions set forth in the letter agreement and as described in the registration statement filed\nin connection with the Initial Public Offering, until 30 days after the completion of HCIC’s initial Business Combination,\nand (ii) the holders of the Private Placement Units are entitled to certain registration rights in respect thereof (and with respect\nto the Class A ordinary shares and Share Rights underlying such Private Placement Units and the Class A ordinary shares issuable upon\nconversion of the Share Rights). The issuance of the Private Placement Units was made pursuant to the exemption from registration contained\nin Section 4(a)(2) of the Securities Act.\n\n \n\nThe\nunderwriters of the Initial Public Offering were entitled to a cash underwriting discount of $0.20 per unit, or $4,830,000 in\nthe aggregate, which were paid to the underwriters in cash at the closing of the Initial Public Offering. Additionally, the Deferred\nUnderwriter is entitled to a deferred underwriting discount of up to $0.20 per unit, or up to $4,830,000 in the aggregate (subject to\nreduction based on the funds remaining in the Trust Account after giving effect to the Public Shares that are redeemed in connection\nwith an initial Business Combination), payable to the Deferred Underwriter for deferred underwriting commissions on amounts remaining\nin the Trust Account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable\nto the Deferred Underwriter from the amounts held in the Trust Account solely in the event HCIC completes its initial Business Combination.\n\n \n\nFor\na description of the use of the proceeds generated in the Initial Public Offering, please see Part I, Item 2 of this Quarterly\nReport."}