Director of Hennessy Capital VIII (HCICU) reports 25,000 founder Class B shares

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VIII director Sandra Mary Stash filed an initial ownership report showing beneficial ownership of 25,000 Class B ordinary shares. These are founder shares that automatically convert into Class A ordinary shares on a one-for-one basis at the company’s initial business combination, or earlier at the holder’s option, and they have no expiration date.

The shares are held directly, and the filing notes that submission was delayed due to unanticipated delays in obtaining EDGAR access codes amid high application volumes.

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

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1. Name and Address of Reporting Person^*

Stash Sandra Mary

(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	25,000	(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. This Form 3 is being filed late due to unanticipated delays in receiving the Reporting Person's EDGAR codes, which delays we understand were due to the high volume of applications at the time.

	/s/ Nicholas Geeza as attorney-in-fact for Sandra Stash	02/11/2026
	** 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).
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FAQ

What does the HCICU Form 3 filing by Sandra Mary Stash report?

The Form 3 reports that director Sandra Mary Stash beneficially owns 25,000 Class B ordinary shares of Hennessy Capital Investment Corp. VIII. It serves as her initial statement of ownership as a company insider, establishing her starting equity position as of February 4, 2026.

How many shares does Sandra Mary Stash report owning in HCICU?

Sandra Mary Stash reports beneficial ownership of 25,000 Class B ordinary shares. These are recorded as directly held and represent her insider stake disclosed upon becoming a reporting person for Hennessy Capital Investment Corp. VIII, rather than a newly executed trade.

What are the Class B ordinary (founder) shares disclosed in the HCICU Form 3?

The Class B ordinary shares are founder shares that automatically convert into Class A ordinary shares on a one-for-one basis. Conversion occurs at the initial business combination or earlier at the holder’s option, is subject to adjustments described in the Form S-1, and carries no expiration date.

Does the HCICU Form 3 show any purchase or sale transaction by Sandra Mary Stash?

The Form 3 functions as an initial ownership report and identifies 25,000 Class B ordinary shares as beneficially owned. It characterizes the position as a holding, and does not provide a transaction price typically associated with a reported buy or sell.

What role does Sandra Mary Stash hold at Hennessy Capital Investment Corp. VIII (HCICU)?

Sandra Mary Stash is identified as a director of Hennessy Capital Investment Corp. VIII. As a director, she is considered an insider, which requires public reporting of her beneficial equity holdings on Form 3 under Section 16 of the Securities Exchange Act of 1934.

Why was the HCICU Form 3 for Sandra Mary Stash filed late?

The filing notes it was submitted late due to unanticipated delays in obtaining the reporting person’s EDGAR access codes. Those delays are attributed to a high volume of applications at the time, which slowed the processing needed to enable electronic SEC submissions.