Form 4: HC VIII Sponsor reports purchase transactions in HCICU

Rhea-AI Filing Summary

HC VIII Sponsor LLC reported open-market purchase transactions in a Form 4 filing for HCICU. The filing lists transactions totaling 2,453,086 shares at a weighted average price of $10.00 per share. Following the reported transactions, holdings were 9,512,515 shares.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HC VIII Sponsor LLC

(Last) (First) (Middle)

195 US HWY 50

SUITE 207

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	02/06/2026		P		671,000(1)	A	$10	671,000(1)	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(3)	02/04/2026		J(4)		1,782,086		(3)	(3)	Class A ordinary shares	1,782,086	$0	9,512,515	D(2)

1. Name and Address of Reporting Person^*

HC VIII Sponsor LLC

(Last) (First) (Middle)

195 US HWY 50

SUITE 207

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hennessy Capital Group LLC

(Last) (First) (Middle)

195 US HWY 50

SUITE 207

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects the 671,000 Class A ordinary shares of the registrant that are included in the 671,000 private placement units of the registrant purchased by HC VIII Sponsor LLC ("Sponsor"). Each private placement 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 an initial business combination.

2. Sponsor is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the registrant's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the registrant's President and a director, are the managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

3. 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.

4. Represents Class B ordinary shares issued by the registrant to Sponsor through a share dividend.

	/s/ Daniel J. Hennessy, Managing Member of Hennessy Capital Group LLC, the Manager of HC VIII Sponsor LLC	02/09/2026
	/s/ Daniel J. Hennessy, Managing Member of Hennessy Capital Group LLC	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did HC VIII Sponsor report in Hennessy Capital (HCICU)?

HC VIII Sponsor LLC reported buying 671,000 Class A ordinary shares at $10 each. The purchase occurred on February 6, 2026, and the shares are part of 671,000 private placement units that also include rights to additional fractional Class A shares after a business combination.

At what price were the Hennessy Capital (HCICU) Class A shares acquired?

The Class A ordinary shares were acquired at $10 per share. HC VIII Sponsor LLC purchased 671,000 Class A shares on February 6, 2026, as part of private placement units, each unit including one share and a right to additional fractional Class A shares.

What happened with the Class B ordinary shares in this HCICU Form 4?

The Sponsor received 1,782,086 Class B ordinary shares through a share dividend. After this February 4, 2026 transaction, the Sponsor beneficially owned 9,512,515 Class B shares, which automatically convert into Class A shares on a one-for-one basis at the initial business combination or earlier at the holder’s option.

How many Hennessy Capital (HCICU) Class B shares does the Sponsor hold after the transactions?

Following the reported transactions, the Sponsor held 9,512,515 Class B ordinary shares. These shares were increased by a 1,782,086-share dividend and are structured to convert into an equal number of Class A ordinary shares in connection with the company’s initial business combination.

Who are the reporting persons on this Hennessy Capital (HCICU) Form 4?

The reporting persons are HC VIII Sponsor LLC and Hennessy Capital Group LLC, both 10% owners. Hennessy Capital Group LLC manages the Sponsor, and individuals associated with it may be deemed beneficial owners, though they disclaim ownership where they lack pecuniary interest.

How do the HCICU Class B founder shares convert into Class A shares?

Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis. Conversion occurs at the time of Hennessy Capital Investment Corp. VIII’s initial business combination, or earlier at the holder’s option, with no expiration date, subject to certain adjustments described in the registration statement.