{"url_path":"/sec/hcicu/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 EXHIBITS**","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":835,"has_tables":true,"body_markdown":"**ITEM\n6. EXHIBITS**\n\n \n\nThe\nfollowing exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:\n\n \n\n**Exhibit\nNumber**\n \n**Description**\n\n \n \n \n\n1.1\n \n[Underwriting\nAgreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII, Barclays Capital Inc. and Cohen & Company\nCapital Markets, a Division of Cohen & Company Securities, LLC, as representatives of the underwriters (incorporated by reference\nto Exhibit 1.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex1-1.htm)\n\n3.1\n \n[Amended\nand Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Hennessy Capital Investment Corp.\nVIII’s Form 8-K, filed with the SEC on February 6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex3-1.htm)\n\n4.1\n \n[Share\nRights Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and Odyssey Transfer and Trust Company\n(incorporated by reference to Exhibit 4.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February\n6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex4-1.htm)\n\n10.1\n \n[Letter\nAgreement, dated February 4, 2026, by and among Hennessy Capital Investment Corp. VIII, its officers, its directors and HC VIII Sponsor\nLLC (incorporated by reference to Exhibit 10.1 to Hennessy Capital Investment Corp. VIII’s Form 8-K filed with the SEC on February\n6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex10-1.htm)\n\n10.2\n \n[Amendment to the Insider Letter Agreement, dated as of May 12, 2026, by and between Hennessy Capital Investment Corp. VIII, its officers, its directors and HC VIII Sponsor LLC.](ex10-2.htm)\n\n10.3\n \n[Investment\nManagement Trust Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and Odyssey Transfer and\nTrust Company, as trustee (incorporated by reference to Exhibit 10.2 to Hennessy Capital Investment Corp. VIII’s Form 8-K,\nfiled with the SEC on February 6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex10-2.htm)\n\n10.4\n \n[Registration\nRights Agreement, dated February 4, 2026, by and among Hennessy Capital Investment Corp. VIII, HC VIII Sponsor LLC and certain other\nsecurity holders (incorporated by reference to Exhibit 10.3 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with\nthe SEC on February 6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex10-3.htm)\n\n10.5\n \n[Administrative\nSupport Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor LLC (incorporated\nby reference to Exhibit 10.4 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on February 6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex10-4.htm)\n\n10.6\n \n[Founder\nShares Subscription Agreement, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor LLC (incorporated by reference\nto Exhibit 10.5 to Hennessy Capital Investment Corp. VIII’s Registration Statement on Form S-1 (File No. 333-291924) filed\nwith the SEC on February 2, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226004789/ex10-5.htm)\n\n10.7\n \n[Private\nPlacement Units Purchase Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and HC VIII Sponsor\nLLC (incorporated by reference to Exhibit 10.5 to Hennessy Capital Investment Corp. VIII’s Form 8-K, filed with the SEC on\nFebruary 6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex10-5.htm)\n\n10.8\n \n[Form\nof Indemnity Agreement, dated February 4, 2026, by and between Hennessy Capital Investment Corp. VIII and each of the officers and\ndirectors of Hennessy Capital Investment Corp. VIII (incorporated by reference to Exhibit 10.6 to Hennessy Capital Investment Corp.\nVIII’s Form 8-K, filed with the SEC on February 6, 2026).](https://www.sec.gov/Archives/edgar/data/2099093/000149315226005574/ex10-6.htm)\n\n31.1*\n \n[Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.](ex31-1.htm)\n\n31.2*\n \n[Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.](ex31-2.htm)\n\n32.1**\n \n[Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.](ex32-1.htm)\n\n32.2**\n \n[Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.](ex32-2.htm)\n\n101.INS*\n \nInline\nXBRL Instance Document.\n\n101.SCH*\n \nInline\nXBRL Taxonomy Extension Schema.\n\n101.CAL*\n \nInline\nXBRL Taxonomy Calculation Linkbase.\n\n101.LAB*\n \nInline\nXBRL Taxonomy Label Document.\n\n101.PRE*\n \nInline\nXBRL Presentation Linkbase Document.\n\n101.DEF*\n \nInline\nXBRL Definition Linkbase Document.\n\n104*\n \nCover\nPage Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).\n\n \n\n*\nFiled\nherewith\n\n \n\n**\nThese\ncertifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes\nof Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing\nunder the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.\n\n \n\n20\n\n \n\n \n\n**SIGNATURES**\n\n \n\nIn\naccordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed\non its behalf by the undersigned thereunto duly authorized.\n\n \n\n \n**HENNESSY\nCAPITAL INVESTMENT CORP. VIII**\n\n \n \n \n\nDated:\nMay 12, 2026\n \n*/s/\nDaniel J. Hennessy*\n\n \nName:\nDaniel\nJ. Hennessy\n\n \nTitle:\nChairman\nof the Board of Directors and\n\n \n \nChief\nExecutive Officer\n\n \n \n(Principal\nExecutive Officer)\n\n \n\nDated:\nMay 12, 2026\n \n*/s/\nNicholas Geeza*\n\n \nName:\nNicholas\nGeeza\n\n \nTitle:\n\nExecutive\nVice President, Chief\n\n \n \nFinancial\nOfficer and Secretary\n\n \n \n(Principal\nFinancial and Accounting Officer)\n\n \n\n21"}