Hennessy Capital VIII (HCICU) director discloses 30,000 Class B founder shares

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VIII director Elizabeth Suzanne Williams filed an initial ownership report showing beneficial ownership of 30,000 Class B ordinary shares. These Class B shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination or earlier at the holder’s option and have no expiration date.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Williams Elizabeth Suzanne

(Last) (First) (Middle)

195 US HWY 50

SUITE 207

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2026

3. Issuer Name and Ticker or Trading Symbol
Hennessy Capital Investment Corp. VIII [ HCIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	30,000	(1)	D

Explanation of Responses:

1. As described in the registrant's Registration Statement on Form S-1 (File No. 333-291924) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Nicholas Geeza as attorney-in-fact for Elizabeth Williams	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Elizabeth Suzanne Williams report owning in HCICU on this Form 3?

She reports beneficial ownership of 30,000 Class B ordinary shares. These holdings are reported as directly owned. The filing is an initial ownership statement, establishing her starting equity position as a director of Hennessy Capital Investment Corp. VIII.

How do HCICU Class B ordinary shares held by Williams convert into Class A shares?

The Class B ordinary shares convert into Class A on a one-for-one basis. Conversion occurs automatically at the time of Hennessy Capital Investment Corp. VIII’s initial business combination, or earlier at the holder’s option, subject to certain adjustments described in the company’s Form S-1 registration statement.

Does the HCICU Class B stock reported by Williams have an expiration date?

The Class B ordinary shares reported have no expiration date. The footnote explains that these founder shares remain outstanding until they automatically convert into Class A ordinary shares in connection with the initial business combination or an earlier elective conversion.

Is this HCICU Form 3 a buy or sell transaction by Elizabeth Williams?

The Form 3 is an initial ownership report, not a buy or sell. It records that she beneficially owns 30,000 Class B ordinary shares as of the reporting date, establishing her position as a director rather than disclosing a new purchase or sale.

What role does Elizabeth Suzanne Williams have at Hennessy Capital Investment Corp. VIII (HCICU)?

She is identified as a director of Hennessy Capital Investment Corp. VIII. The Form 3 checks the director box and provides her initial beneficial ownership details, linking her governance role directly to the 30,000 Class B ordinary shares reported.