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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 24, 2026
Hennessy
Capital Investment Corp. VIII
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43100 |
|
98-1872964 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
195
US Hwy 50, Suite 207
Zephyr
Cove, Nevada 89448
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (775) 339-1671
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one right |
|
HCICU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
HCIC |
|
The
Nasdaq Stock Market LLC |
| Rights,
each right entitling the holder to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial business
combination |
|
HCICR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events.
On
March 24, 2026, Hennessy Capital Investment Corp. VIII (the “Company”) announced that, commencing on March 30, 2026,
the holders of units issued in the Company’s initial public offering (the “Units”), each consisting of one Class
A ordinary share of the Company, par value $0.0001 per share (a “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 (a “Share
Right”), may elect to separately trade the Class A Ordinary Share and Share Right included in each Unit. The Class A Ordinary
Shares and the Share Rights are expected to trade on the Nasdaq Global Market under the symbols “HCIC” and “HCICR,”
respectively. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “HCICU.” Holders
of Units will need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to
separate Units into Class A Ordinary Shares and Share Rights.
A
copy of the press release issued by the Company announcing the separate trading of the Class A Ordinary Shares and the Share Rights included
in the Units is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated March 24, 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.
| |
Hennessy
Capital Investment Corp. VIII |
| |
|
| |
By:
|
/s/
Nicholas Geeza |
| |
Name:
|
Nicholas
Geeza |
| |
Title:
|
Chief
Financial Officer |
Dated:
March 24, 2026
Exhibit
99.1
Hennessy
Capital Investment Corp. VIII Announces the Separate Trading of its Class A Ordinary Shares and Rights, Commencing March 30, 2026
New
York, NY, March 24, 2026 – Hennessy Capital Investment Corp. VIII (NASDAQ: HCICU) (the “Company”) announced that, commencing
March 30, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s
Class A ordinary shares and rights included in the units. The Class A ordinary shares and rights that are separated will trade on the
Nasdaq Global Market under the symbols “HCIC” and “HCICR,” respectively. Those units not separated will continue
to trade on the Nasdaq Global Market under the symbol “HCICU.” Holders of units will need to have their brokers contact Odyssey
Transfer and Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and rights.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there
be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
About
Hennessy Capital Investment Corp. VIII
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 innovation and energy transition sectors.
FORWARD-LOOKING
STATEMENTS
This
press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact included in this press release, including with respect
to the search for an initial business combination, are forward-looking statements. 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 Securities and Exchange Commission (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
