Hennessy Capital VIII (NASDAQ: HCICU) completes $241.5M SPAC IPO and trust funding
Rhea-AI Filing Summary
Hennessy Capital Investment Corp. VIII, a special purpose acquisition company, completed an upsized initial public offering of 24.15 million units at $10.00 each, raising $241.5 million in gross proceeds. Each unit includes one Class A ordinary share and one right to receive one‑twelfth of a Class A share after a future business combination.
The sponsor also bought 671,000 private placement units for $6.71 million. In total, $241.5 million of IPO and private placement proceeds, including up to $4.83 million of deferred underwriting fees, was placed in a U.S. trust account to fund a future acquisition or redemptions. The company appointed five directors, established audit and compensation committees, and adopted amended and restated governing documents in connection with becoming a publicly listed SPAC focused on industrial technology and energy transition targets.
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Insights
HCIC VIII launches as a fully funded SPAC with $241.5M in trust.
Hennessy Capital Investment Corp. VIII completed an upsized IPO of 24.15 million units at $10.00 per unit, generating gross proceeds of
The company placed
The SPAC established a full board with audit and compensation committees and adopted amended and restated Cayman governing documents effective
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On February 6, 2026, Hennessy Capital Investment Corp. VIII, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of 24.15 million units (the “Units”), which included 3.15 million Units sold pursuant to the full exercise of the Underwriters’ (as defined below) over-allotment option. Each Unit consists of one Class A ordinary share (“Class A ordinary share”) and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of the Company’s initial business combination (“Share Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $241.5 million.
On February 4, 2026, the Company’s Registration Statement on Form S-1 (File No. 333-291924) related to the IPO was declared effective by the staff of the U.S. Securities and Exchange Commission, and the Company subsequently filed a Registration Statement on Form S-1 (File No. 333-293211) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which became effective immediately upon filing (collectively, the “Registration Statement”). In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated February 4, 2026, among the Company, Barclays Capital Inc. (“Barclays”) and Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC (“Cohen”), as representatives of the several underwriters named in Schedule A thereto (collectively with Barclays and Cohen, the “Underwriters”) , a copy of which is attached as Exhibit 1.1 hereto and incorporated by reference herein; | |
| ● | A Share Rights Agreement, dated February 4, 2026, between the Company and Odyssey Transfer and Trust Company, a Minnesota corporation (“Odyssey”), as Share Rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated by reference herein; | |
| ● | A Letter Agreement, dated February 4, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Company’s sponsor, HC VIII Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein; | |
| ● | An Investment Management Trust Agreement, dated February 4, 2026, by and between the Company and Odyssey, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated by reference herein; | |
| ● | A Registration Rights Agreement, dated February 4, 2026 (the “Registration Rights Agreement”), by and among the Company, the Sponsor and certain other securityholders of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated by reference herein; | |
| ● | An Administrative Support Agreement, dated February 4, 2026, by and between the Company and Hennessy Capital Group LLC, a copy of which is attached as Exhibit 10.4 hereto and incorporated by reference herein; | |
| ● | A Private Placement Units Purchase Agreement, dated February 4, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated by reference herein; and | |
| ● | Indemnity Agreements, by and between the Company and each of the officers and directors of the Company, the form of which is attached as Exhibit 10.6 hereto and incorporated by reference herein. |
The foregoing description is qualified in its entirely by reference to full text of the applicable agreement or form thereof, each of which is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO on February 6, 2026, the Company completed the private placement and sale to the Sponsor of an aggregate of 671,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6.71 million. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Private Placement Units are identical to the Units sold in the IPO, except that (i) the Private Placement Units (and the Class A ordinary shares and Share Rights underlying the Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights) may not be transferred, assigned or sold, subject to certain limited exceptions set forth in the Letter Agreement and as described in the Registration Statement, until 30 days after the completion of the Company’s initial business combination, and (ii) the holders of the Private Placement Units are entitled to certain registration rights in respect thereof (and with respect to the Class A ordinary shares and Share Rights underlying such Private Placement Units and the Class A ordinary shares issuable upon conversion of the Share Rights).
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 4, 2026, in connection with the IPO, Brian Bonner, Kyle Crowley, Javier Saade, Sandra Stash and Elizabeth Williams were appointed to the board of directors of the Company (the “Board”). Effective February 4, 2026, each of Brian Bonner, Javier Saade and Elizabeth Williams was also appointed to the Board’s Audit Committee, with Elizabeth Williams serving as chair of the Audit Committee, and each of Brian Bonner, Kyle Crowley and Sandra Stash was also appointed to the Board’s Compensation Committee, with Brian Bonner serving as chair of the Compensation Committee.
On February 4, 2026, each director and executive officer of the Company entered into the Letter Agreement, the Registration Rights Agreement and an Indemnity Agreement with the Company. The Indemnity Agreements require the Company to indemnify each director and executive officer of the Company to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing descriptions of the Letter Agreement, the Registration Rights Agreement and form of Indemnity Agreement do not purport to be complete and are qualified in their entirety by reference to the Letter Agreement, the Registration Rights Agreement and form of Indemnity Agreement, copies of which are attached as Exhibits 10.1, 10.3 and 10.6, respectively, and are incorporated by reference herein.
In January 2026, the Sponsor transferred 25,000 Class B ordinary shares of the Company to each of Messrs. Bonner, Crowley and Saade and Ms. Stash and 30,000 Class B ordinary shares of the Company to Ms. Williams at the same price originally paid by the Sponsor for such shares. The Company will reimburse its directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors.
Other than the foregoing, none of the directors is a party to any arrangement or understanding with any person pursuant to which he or she was appointed as a director of the Company, nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On February 4, 2026, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association with the Registrar of Companies in the Cayman Islands, which became effective the same day. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated by reference herein. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated by reference herein.
Item 8.01. Other Events.
A total of $241.5 million of the net proceeds from the IPO and the sale of the Private Placement Units (which amount includes the Underwriters’ deferred underwriting discounts and commissions of up to $4.83 million) was deposited into a segregated trust account located in the United States, with Odyssey acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (other than excise taxes, if any) and to fund its working capital requirements, subject to an annual limit of 5.0% of the interest earned, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any Class A ordinary shares sold as part of the Units in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with the Company’s initial business combination or to redeem 100% of the public shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO (the “Completion Window”) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the public shares if the Company is unable to complete an initial business combination within the Completion Window, subject to applicable law.
On February 4, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 6, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated February 4, 2026, among the Company, Barclays and Cohen as representatives of the Underwriters. | |
| 3.1 | Amended and Restated Memorandum and Articles of Association of the Company. | |
| 4.1 | Share Rights Agreement, dated February 4, 2026, between the Company and Odyssey. | |
| 10.1 | Letter Agreement, dated February 4, 2026, by and among the Company, its officers, its directors and the Sponsor. | |
| 10.2 | Investment Management Trust Agreement, dated February 4, 2026, by and between the Company and Odyssey, as trustee. | |
| 10.3 | Registration Rights Agreement, dated February 4, 2026, by and among the Company, the Sponsor and certain other securityholders of the Company. | |
| 10.4 | Administrative Support Agreement, dated February 4, 2026, by and between the Company and Hennessy Capital Group LLC. | |
| 10.5 | Private Placement Units Purchase Agreement, dated February 4, 2026, by and between the Company and the Sponsor. | |
| 10.6 | Form of Indemnity Agreement, by and between the Company and each of the officers and directors of the Company. | |
| 99.1 | Press Release, dated February 4, 2026. | |
| 99.2 | Press Release, dated February 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 6, 2026
| Hennessy Capital Investment Corp. VIII | ||
| By: | /s/ Nicholas Geeza | |
| Name: | Nicholas Geeza | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Hennessy Capital Investment Corp. VIII Announces Pricing of Upsized $210,000,000 Initial Public Offering
New York, NY, February 4, 2026 – Hennessy Capital Investment Corp. VIII (the “Company”), a special purpose acquisition company, announced today the pricing of its upsized initial public offering of 21,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “HCICU” beginning tomorrow, Thursday, February 5, 2026. Each unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of a Class A ordinary share upon the consummation of the Company’s initial business combination (“Share Right”). Once the securities comprising the units begin separate trading, the Company’s Class A ordinary shares and the Share Rights are expected to be listed on Nasdaq under the symbols “HCIC” and “HCICR,” respectively. The offering is expected to close on February 6, 2026, subject to customary closing conditions.
The Company is a newly incorporated blank check company founded by Daniel J. Hennessy formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Although the Company reserves the right to pursue an acquisition opportunity in any business or industry, the Company intends to focus its search for a target business in the industrial innovation and energy transition sectors.
Barclays Capital Inc. and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), are the lead joint book-running managers of the offering, and Academy Securities, Inc. is acting as a co-manager of the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,150,000 units at the initial public offering price to cover over-allotments, if any.
The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com or from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at Barclaysprospectus@broadridge.com.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on February 4, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering, the anticipated closing date and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms or timing described, or at all, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Nicholas Geeza
Hennessy Capital Investment Corp. VIII
Email: HCIC@hennessycapitalgroup.com
Website: http://hennessycapital8.com
Exhibit 99.2
Hennessy Capital Investment Corp. VIII
Announces Closing of Upsized $241,500,000
Initial Public Offering
New York, NY, February 6, 2026 – Hennessy Capital Investment Corp. VIII (NASDAQ: HCICU) (the “Company”), a special purpose acquisition company, announced today the closing of its upsized initial public offering (“IPO”) of 24,150,000 units, which included 3,150,000 units sold pursuant to the full exercise of the underwriters’ over-allotment option. The IPO was priced at $10.00 per unit, resulting in gross proceeds of $241,500,000. The units are listed on The Nasdaq Global Market (“Nasdaq”) and commenced trading under the ticker symbol “HCICU” on Thursday, February 5, 2026. Each 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 the Company’s initial business combination (“Share Right”). There are no warrants issued publicly or privately in connection with the IPO. Once the securities comprising the units begin separate trading, the Company’s Class A ordinary shares and the Share Rights are expected to be listed on Nasdaq under the symbols “HCIC” and “HCICR,” respectively.
Daniel J. Hennessy, Chairman and CEO, commented “We are pleased to announce the successful completion of our initial public offering and the launch of our eighth flagship SPAC. This milestone positions us as the preferred partner for a category-winning company seeking a NASDAQ listing. We are grateful for the trust of our investors and look forward to delivering long term value to our shareholders.”
The Company is a newly incorporated blank check company founded by Daniel J. Hennessy and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Although the Company reserves the right to pursue an acquisition opportunity in any business or industry, the Company intends to focus its search for a target business in the industrial technology and energy transition sectors.
Barclays Capital Inc. and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, served as the lead joint book-running managers for the IPO, and Academy Securities, Inc. served as co-book running manager for the offering.
Of the proceeds received upon the consummation of the IPO and simultaneous private placements of units, $241,500,000 (or $10.00 per unit sold in the IPO) was placed in the Company’s trust account. An audited balance sheet of the Company as of February 6, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the private placement, will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (“SEC”).
The IPO was made only by means of a prospectus. Copies of the prospectus relating to the IPO may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com or from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at Barclaysprospectus@broadridge.com.
A registration statement relating to these securities has been filed with the SEC and was declared effective on February 4, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance can be given that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s final prospectus for the Company’s IPO filed with the SEC. Copies of these documents are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Nicholas Geeza
Hennessy Capital Investment Corp. VIII
Email: HCIC@hennessycapitalgroup.com
Website: http://hennessycapital8.com
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