Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Hennessy Capital Investment Corp. VIII (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G44055104 (CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G44055104 |
| 1 | Names of Reporting Persons
HC VIII Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,183,515.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by HC VIII Sponsor LLC consists of (i) 671,000 Class A Ordinary Shares held directly by HC VIII Sponsor LLC and (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares. This amount excludes 55,917 Class A Ordinary Shares that may be acquired by HC VIII Sponsor LLC upon the conversion of 671,000 rights (included in the private placement units held by HC VIII Sponsor LLC) (the "Rights") upon consummation of the Issuer's initial business combination, because HC VIII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days. (2) The percentage of the Class A Ordinary Shares reported beneficially owned by HC VIII Sponsor LLC is based on (i) 24,821,000 Class A Ordinary Shares outstanding as of March 30, 2026, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission (the "Commission") on March 30, 2026, and (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares, which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
SCHEDULE 13G
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| CUSIP No. | G44055104 |
| 1 | Names of Reporting Persons
Hennessy Capital Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,183,515.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by Hennessy Capital Group LLC consists of (i) 671,000 Class A Ordinary Shares held directly by HC VIII Sponsor LLC and (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares. This amount excludes 55,917 Class A Ordinary Shares that may be acquired by HC VIII Sponsor LLC upon the conversion of 671,000 Rights upon consummation of the Issuer's initial business combination, because HC VIII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days. (2) The percentage of the Class A Ordinary Shares reported beneficially owned by Hennessy Capital Group LLC is based on (i) 24,821,000 Class A Ordinary Shares outstanding as of March 30, 2026, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 30, 2026, and (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares, which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
SCHEDULE 13G
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| CUSIP No. | G44055104 |
| 1 | Names of Reporting Persons
HENNESSY DANIEL J | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,183,515.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by Daniel J. Hennessy consists of (i) 671,000 Class A Ordinary Shares held directly by HC VIII Sponsor LLC and (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares. This amount excludes 55,917 Class A Ordinary Shares that may be acquired by HC VIII Sponsor LLC upon the conversion of 671,000 Rights upon consummation of the Issuer's initial business combination, because HC VIII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days. (2) The percentage of the Class A Ordinary Shares reported beneficially owned by Daniel J. Hennessy is based on (i) 24,821,000 Class A Ordinary Shares outstanding as of March 30, 2026, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 30, 2026, and (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares, which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
SCHEDULE 13G
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| CUSIP No. | G44055104 |
| 1 | Names of Reporting Persons
Hennessy Thomas D | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,933,515.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
31.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The sole voting power and sole dispositive power beneficially owned by Thomas D. Hennessy consists of 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares. (2) The aggregate amount beneficially owned by Thomas D. Hennessy consists of (i) 671,000 Class A Ordinary Shares held directly by HC VIII Sponsor LLC, (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares, and (iii) 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares. This amount excludes 55,917 Class A Ordinary Shares that may be acquired by HC VIII Sponsor LLC upon the conversion of 671,000 Rights upon consummation of the Issuer's initial business combination, because HC VIII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days. (3) The percentage of the Class A Ordinary Shares reported beneficially owned by Thomas D. Hennessy is based on (i) 24,821,000 Class A Ordinary Shares outstanding as of March 30, 2026, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 30, 2026, (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares, and (iii) 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares, each of (ii) and (iii) having been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Hennessy Capital Investment Corp. VIII | |
| (b) | Address of issuer's principal executive offices:
195 US Hwy 50, Suite 207, Zephyr Cove, Nevada, 89448 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of HC VIII Sponsor LLC, Hennessy Capital Group LLC, Daniel J. Hennessy, and Thomas D. Hennessy (collectively, the "Reporting Persons"). Hennessy Capital Group LLC is the sole manager of HC VIII Sponsor LLC. Daniel J. Hennessy and Thomas D. Hennessy are the managing members of Hennessy Capital Group LLC. Consequently, each of Hennessy Capital Group LLC, Daniel J. Hennessy, and Thomas D. Hennessy may be deemed the beneficial owner of securities held by HC VIII Sponsor LLC and has shared voting and dispositive power over such securities. | |
| (b) | Address or principal business office or, if none, residence:
195 US Hwy 50, Suite 207, Zephyr Cove, NV 89448 | |
| (c) | Citizenship:
HC VIII Sponsor LLC is a Nevada limited liability company. Hennessy Capital Group LLC is a Delaware limited liability company. Each of Daniel J. Hennessy and Thomas D. Hennessy is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of March 31, 2026, each of HC VIII Sponsor LLC, Hennessy Capital Group LLC, and Daniel J. Hennessy may be deemed the beneficial owner of 10,183,515 Class A Ordinary Shares, consisting of (i) 671,000 Class A Ordinary Shares held directly by HC VIII Sponsor LLC and (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares. As of March 31, 2026, Thomas D. Hennessy may be deemed the beneficial owner of 10,933,515 Class A Ordinary Shares, consisting of (i) 671,000 Class A Ordinary Shares held directly by HC VIII Sponsor LLC, (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares, and (iii) 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares. The amount beneficially owned by each Reporting Person excludes 55,917 Class A Ordinary Shares that may be acquired by HC VIII Sponsor LLC upon the conversion of 671,000 Rights upon consummation of the Issuer's initial business combination, because HC VIII Sponsor LLC does not have the right to acquire beneficial ownership of such Class A Ordinary Shares within sixty days. | |
| (b) | Percent of class:
As of March 31, 2026, each of HC VIII Sponsor LLC, Hennessy Capital Group LLC, and Daniel J. Hennessy may be deemed the beneficial owner of approximately 29.7% of the Class A Ordinary Shares outstanding. This percentage is based on (i) 24,821,000 Class A Ordinary Shares outstanding as of March 30, 2026, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 30, 2026, and (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares, which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. As of March 31, 2026, Thomas D. Hennessy may be deemed the beneficial owner of approximately 31.2% of the Class A Ordinary Shares outstanding. This percentage is based on (i) 24,821,000 Class A Ordinary Shares outstanding as of March 30, 2026, as reported in the Issuer's annual report on Form 10-K filed with the Commission on March 30, 2026, (ii) 9,512,515 Class A Ordinary Shares HC VIII Sponsor LLC has the right to acquire upon conversion of 9,512,515 Class B Ordinary Shares, and (iii) 750,000 Class A Ordinary Shares Thomas D. Hennessy has the right to acquire upon conversion of 750,000 Class B Ordinary Shares, each of (ii) and (iii) having been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
HC VIII Sponsor LLC: 0 Hennessy Capital Group LLC: 0 Daniel J. Hennessy: 0 Thomas D. Hennessy: 750,000 | ||
| (ii) Shared power to vote or to direct the vote:
HC VIII Sponsor LLC: 10,183,515 Hennessy Capital Group LLC: 10,183,515 Daniel J. Hennessy: 10,183,515 Thomas D. Hennessy: 10,183,515 | ||
| (iii) Sole power to dispose or to direct the disposition of:
HC VIII Sponsor LLC: 0 Hennessy Capital Group LLC: 0 Daniel J. Hennessy: 0 Thomas D. Hennessy: 750,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
HC VIII Sponsor LLC: 10,183,515 Hennessy Capital Group LLC: 10,183,515 Daniel J. Hennessy: 10,183,515 Thomas D. Hennessy: 10,183,515 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement |