Director in Hennessy Capital VIII (HCICU) reports 25,000 founder shares

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VIII director Kyle Crowley reported beneficial ownership of 25,000 Class B ordinary shares. The filing shows these shares are held directly and reflects his initial ownership disclosure as a company insider.

The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the company’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to adjustments, and they have no expiration date. The filing notes it was submitted late due to delays in obtaining Crowley’s EDGAR access codes.

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^*

Crowley Kyle Bradford

(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 Kyle Crowley	02/09/2026
	** 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 Form 3 for Hennessy Capital Investment Corp. VIII (HCICU) disclose?

The Form 3 discloses that director Kyle Crowley beneficially owns 25,000 Class B ordinary shares. This is his initial insider ownership statement, confirming his direct stake and how these founder shares convert into Class A ordinary shares in the future.

How many shares does Kyle Crowley report owning in HCICU?

Kyle Crowley reports beneficial ownership of 25,000 Class B ordinary shares. These shares are held directly and are disclosed as part of his initial insider filing, providing transparency into his equity position in Hennessy Capital Investment Corp. VIII.

How do HCICU Class B ordinary shares convert into Class A shares?

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

Do the Hennessy Capital VIII founder (Class B) shares have an expiration date?

The Class B founder shares reported in this filing have no expiration date. They remain outstanding until they automatically convert into Class A ordinary shares at the initial business combination, or upon earlier optional conversion by the holder, as described in the Form S-1.

Was the Form 3 for HCICU filed on time?

The Form 3 was filed late, with the explanation that there were unanticipated delays in obtaining the reporting person’s EDGAR codes. The delay was attributed to a high volume of EDGAR access code applications at that time, according to the disclosure.

What is Kyle Crowley’s role at Hennessy Capital Investment Corp. VIII (HCICU)?

Kyle Crowley is identified as a director of Hennessy Capital Investment Corp. VIII. His Form 3 filing reflects his status as an insider and provides details on his direct beneficial ownership of 25,000 Class B ordinary shares in the company.