Hennessy Capital Investment Corp VIII-A美股招股说明书(2026-02-05版)

Hennessy Capital Investment Corp. VIII21,000,000Units Hennessy Capital Investment Corp. VIII is a newly incorporated blank check company formed for the purpose of effecting a merger, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as ourinitial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantivediscussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we reserve the right to pursue anacquisition opportunity in any business or industry, we intend to focus our search for a target business in the industrial innovation and energy transition sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one right to receiveone-twelfth (1/12) of a Class A ordinary share upon the consummation of an initial business combination, as described in more detail in this prospectus. We refer to therights included in the units as “Share Rights.” Unlike many other special purpose acquisition company initial public offerings, investors in this offering will not receivewarrants that would become exercisable following completion of our initial business combination. We have also granted the underwriters a 45-day option to purchase upto an additional 3,150,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initialbusiness combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated as of twobusiness days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn tofund our working capital requirements, subject to an annual limit of 5.0% of the interest earned on the funds held in the trust account, and to pay our taxes, other thanexcise taxes, if any (such amounts in the aggregate, “permitted withdrawals”)), divided by the number of then outstanding public shares, subject to the limitationsdescribed herein. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conductredemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of associationprovide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section 13 of the Securities Exchange Act of 1934), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares soldin this offering, without our prior consent. We will have 24 months from the closing of this offering to consummate an initial business combination. We refer to the timeperiod we have to complete an initial business combination as the “completion window”. We may seek the approval of our shareholders at any time to amend ouramended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case ourpublic shareholders will be offered an opportunity to redeem their public shares. If we have not completed our initial business combination within the completion windowand we do not otherwise seek shareholder approval to amend our amended and restated memorandum and articles of association to further extend the time to complete aninitial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding publicshares, subject to applicable law and as further described herein.See “Summary — The Offering — Redemption of public shares and distributions and liquidationif no initial business combination” for more information. Our units have been approved for listing on the Nasdaq Global Market, or Nasdaq, under the symbol “HCICU”. We expect that the Class A ordinary shares andShare Rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the followingbusiness day) unless Barclays Capital Inc. (“Barclays”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen & Company”or the “Deferred Underwriter”), informs us of its decisio