Hennessy Capital Investment Corp. VIII 10-K, filed Mar 30, 2026

Hennessy Capital Investment Corp. VIII (HCIC)

10-K 2026-03-30 For: 2025-12-31

Added on April 06, 2026

About this 10-K

Hennessy Capital Investment Corp. VIII filed this 10-K on March 30, 2026, covering the fiscal year ended December 31, 2025.

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Cayman Islands		98-1872964
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

195 US Hwy 50, Suite 207 Zephyr Cove, NV		89448
(Address of principal executive offices)		(Zip Code)

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A ordinary shares, par value $0.0001 per share	HCIC	The Nasdaq Stock Market LLC

Rights, each right entitling the holder to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial business combination	HCICR	The Nasdaq Stock Market LLC

Units, each consisting of one Class A ordinary share and one right	HCICU	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		PAGE
PART I
Item 1	Business	1
Item 1A.	Risk Factors	27
Item 1B.	Unresolved Staff Comments	69
Item 1C	Cybersecurity	69
Item 2.	Properties	70
Item 3.	Legal Proceedings	70
Item 4.	Mine Safety Disclosures	70

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	70
Item 6.	[Reserved]	71
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	72
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	76
Item 8.	Financial Statements and Supplementary Data	76
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	76
Item 9A.	Controls and Procedures	76
Item 9B.	Other Information	77
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	77

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	77
Item 11.	Executive Compensation	84
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	84
Item 13.	Certain Relationships and Related Transactions, and Director Independence	86
Item 14.	Principal Accountant Fees and Services	89

PART IV
Item 15.	Exhibits and Financial Statement Schedules	90
Item 16.	Form 10-K Summary	91

	●	HCIC’s ability to select an appropriate target business or businesses;

	●	HCIC’s ability to complete its initial business combination;

	●	HCIC’s expectations around the performance of a prospective target business or businesses;

	●	HCIC’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following its initial business combination;

	●	HCIC’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with HCIC’s business or in approving its initial business combination;

	●	HCIC’s potential ability to obtain additional financing to complete its initial business combination;

	●	HCIC’s pool of prospective target businesses, including the location and industry of such target businesses;

	●	the ability of HCIC’s officers and directors to generate a number of potential business combination opportunities;

	●	HCIC’s public securities’ potential liquidity and trading;

	●	the lack of a market for HCIC’s securities;

	●	the availability to HCIC of funds from interest income on the trust account balance;

	●	the trust account not being subject to claims of third parties;

	●	HCIC’s financial performance; or

	●	the other risks and uncertainties discussed under the heading “Risk Factors” and elsewhere in this Report and in HCIC’s final prospectus filed in connection with its initial public offering.

	●	“amended and restated memorandum and articles of association” are to HCIC’s amended and restated memorandum and articles of association as in effect on the date of this Report;

	●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

	●	“completion window” are to the period following the completion of HCIC’s initial public offering at the end of which, if it has not completed its initial business combination, HCIC 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 trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. HCIC will have 24 months from the closing of the initial public offering to consummate an initial business combination. Public shareholders can vote at any time to amend HCIC’s amended and restated memorandum and articles of association to modify the amount of time HCIC will have to complete an initial business combination, in which case its public shareholders will be offered an opportunity to redeem their public shares;

	●	“Deferred Underwriter” are to Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC;

	●	“directors” are to HCIC’s directors;

	●	“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for HCIC’s Class A ordinary shares issued in a financing transaction in connection with HCIC’s initial business combination, including but not limited to a private placement of such securities;

	●	“founder shares” are to HCIC’s Class B ordinary shares and the HCIC’s Class A ordinary shares issued upon the automatic conversion thereof at the time of its initial business combination or at any time prior thereto at the option of the holder thereof as described herein;

	●	“HCIC” “Hennessy VIII,” or “company” are to Hennessy Capital Investment Corp. VIII, a Cayman Islands exempted company with limited liability;

	●	“initial shareholders” are to HCIC’s sponsor and any other holders of its founder shares (or their permitted transferees);

	●	“letter agreement” are to the letter agreement entered into by HCIC and the initial shareholders in connection with its initial public offering;

	●	“management” or HCIC’s “management team” are to its officers and directors;

	●	“ordinary shares” are to HCIC’s Class A ordinary shares and its Class B ordinary shares, collectively;

	●	“permitted withdrawals” are to the aggregate amounts withdrawn to fund HCIC’s working capital requirements following HCIC’s initial public offering related to HCIC’s search for an initial business combination, subject to an annual limit of 5.0% of the interest generated on the amount held in the trust account, and to pay HCIC’s taxes, other than excise taxes, if any; all permitted withdrawals can only be made from interest and not from the principal held in the trust account;

	●	“private placement” are to a subscription of 671,000 private placement units at a price of $10.00 per private placement unit for a total purchase price of $6,710,000 by HCIC’s sponsor in a private placement that closed simultaneously with the closing of HCIC’s initial public offering;

	●	“private placement rights” are to the share rights included in the private placement units;

	●	“private placement shares” are to the Class A ordinary shares included in the private placement units;

	●	“private placement units” are to the units, each unit consisting on one Class A ordinary share and one right to receive one-twelfth (1/12) of a Class A ordinary share upon the consummation of an initial business combination, at a price of $10.00 per unit, issued to HCIC’s sponsor, in the private placement or issued to HCIC’s sponsor upon conversion of working capital loans;

	●	“public shares” are to HCIC’s Class A ordinary shares sold as part of the units in its initial public offering (whether they were purchased in such offering or thereafter in the open market);

	●	“public shareholders” are to the holders of HCIC’s public shares, including HCIC’s sponsor, officers and directors to the extent its sponsor, officers or directors purchase public shares, provided that each of their status as a “public shareholder” shall only exist with respect to such public shares;

	●	“share rights” are to HCIC’s rights sold as part of the units in its initial public offering (whether they were purchased in HCIC’s initial public offering or thereafter in the open market) and the rights sold as part of the private placement units; and

	●	“sponsor” are to HC VIII Sponsor LLC, a Nevada limited liability company and an affiliate of Daniel J. Hennessy, HCIC’s Chairman and Chief Executive Officer, and Thomas D. Hennessy, HCIC’s President.

	i.	Hennessy Capital Group, LLC, a Delaware limited liability company (“HCG”) has a direct material interest in HCIC’s sponsor as its sole managing member;

	ii.	Daniel J. Hennessy has an indirect material interest in HCIC’s sponsor as a managing member and majority equity owner of HCG; and

	iii.	Thomas D. Hennessy has an indirect material interest in HCIC’s sponsor as a managing member and minority equity owner of HCG.

	●	Hennessy I (2014): SPAC (Hennessy Capital Acquisition Corp. (“Hennessy I”)), Target (Blue Bird Corp. (“Blue Bird”)). Hennessy I’s initial public offering closed January 16, 2014, at approximately $115 million. There was no extension of the SPAC term and there were approximately 64.8% redemptions in connection with the business combination. Hennessy I’s business combination with School Bus Holdings, Inc. to form Blue Bird closed on February 24, 2015. Shares of Blue Bird common stock trade on the Nasdaq Stock Market under the symbol “BLBD”, and the price of the common stock has ranged from $7.14 to $62.9 following the consummation of the business combination, with a closing price of $55.11 on March 27, 2026;

	●	Hennessy II (2015): SPAC (Hennessy Capital Acquisition Corp. II (“Hennessy II”)), Target (Daseke, Inc. (“Daseke”)). Hennessy II’s initial public offering closed July 22, 2015, at approximately $200 million. There was no extension of the SPAC term and there were approximately 58.1% redemptions in connection with the business combination. Hennessy II’s business combination with Daseke, Inc. closed on February 27, 2017. Shares of Daseke common stock traded on the Nasdaq Stock Market under the symbol “DSKE”, and the price of the common stock has ranged from $0.86 to $14.47 following the consummation of the business combination. Daseke was acquired by TFI International (NYSE and TSX: TFII) on April 3, 2024 for $8.30 per share;

	●	Hennessy III (2017): SPAC (Hennessy Capital Acquisition Corp. III (“Hennessy III”)), Target (NRC Group Holdings Corp. (“NRC Group”)). Hennessy III’s initial public offering closed June 22, 2017, at approximately $258 million. There was no extension of the SPAC term and there were approximately 81.6% redemptions in connection with the business combination. Hennessy III’s business combination with NRC Group closed on October 17, 2018. Prior to its acquisition by US Ecology, Inc., shares of NRC Group common stock traded on the NYSE American under the symbol “NRCG”, and the price of the common stock ranged from $6.65 to $13.00 following the consummation of the business combination. NRC Group was acquired by US Ecology, Inc. on November 1, 2019, for $12.16 per share;

	●	Hennessy IV (2019): SPAC (Hennessy Capital Acquisition Corp. IV (“Hennessy IV”)), Target (Canoo Inc. (“Canoo”)). Hennessy IV’s initial public offering closed February 28, 2019, at approximately $303 million. The SPAC term was extended and there were approximately 0.8% redemptions in connection with the extension and no redemptions in connection with the business combination. Hennessy IV’s business combination with Canoo closed on December 21, 2020. Shares of Canoo common stock traded on the Nasdaq Stock Market under the symbol “GOEV” until Canoo filed for Chapter 7 bankruptcy and ceased all operations on January 17, 2025, and the price of the common stock, after giving effect to its reverse stock splits, ranged from $1.12 to $11,453.60 following the consummation of the business combination, with a closing price of $1.35 on January 17, 2025, the date on which Canoo filed for bankruptcy;

	●	Hennessy V (2021): SPAC (Hennessy Capital Investment Corp. V (“Hennessy V”)). Hennessy V’s initial public offering closed September 28, 2021. Hennessy V was liquidated in December 2022.

	●	two (2021) (members of HCIC’s management team acquired the SPAC sponsor): SPAC (two (“two”)), Target (Logistics Properties of the Americas (“Logistics”)). Two’s initial public offering closed March 30, 2021, at approximately $200 million. The SPAC term was extended twice and there were approximately 76.7% and 16.2% redemptions, respectively, in connection with extensions and approximately 97.5% redemptions in connection with the business combination. two’s business combination with Logistics closed on March 27, 2024. Shares of Logistics common stock trade on the NYSE American under the symbol “LPA”, and the price of the common stock, after giving effect to its stock split, has ranged from $2.04 to $525.00 following the consummation of the business combination, with a closing price of $3.46 on March 27, 2026;

	●	PropTech I (2019): SPAC (PropTech Acquisition Corp (“PropTech I”)), Target (Porch Group, Inc. (“Porch”)). PropTech I’s initial public offering closed November 21, 2019, at approximately $173 million. There was no extension of the SPAC term and there were approximately 0.00002% redemptions in connection with the business combination. PropTech I’s business combination with Porch closed on December 23, 2020. Shares of Porch common stock trade on the Nasdaq Stock Market under the symbol “PRCH”, and the price of the common stock has ranged from $0.50 to $27.50 following the consummation of the business combination, with a closing price of $6.76 on March 27, 2026;

	●	PropTech II (2020): SPAC (PropTech Investment Corporation II (“PropTech II”)), Target (Appreciate Holdings, Inc. (“Appreciate”)). PropTech II’s initial public offering closed December 3, 2020, at approximately $230 million. There was no extension of the SPAC term and there were approximately 56.8% redemptions in connection with the business combination. PropTech II’s business combination with Appreciate closed on November 29, 2022. Shares of Appreciate common stock traded on the Nasdaq Stock Market under the symbol “SFRT” until November 30, 2023, and the price of the common stock ranged from $0.0001 to $13.40 following the consummation of the business combination;

	●	7GC (2020): SPAC (7GC & Co. Holdings Inc. (“7GC”)), Target (Banzai International, Inc. (“Banzai”)). 7GC’s initial public offering closed December 22, 2020, at approximately $230 million. The SPAC term was extended twice and there were approximately 77.9% and 34.4% redemptions, respectively, in connection with extensions and approximately 99.3% redemptions in connection with the business combination. 7GC’s business combination with Banzai closed on December 14, 2023. Shares of Banzai common stock trade on the Nasdaq Stock Market under the symbol “BNZI”, and the price of the common stock, after giving effect to its stock splits, has ranged from $0.88 to $8,285.00 following the consummation of the business combination, with a closing price of $1.07 on March 27, 2026;

	●	Compass Digital (2021) (members of HCIC’s management team acquired the SPAC sponsor): SPAC (Compass Digital Acquisition Corp. (“Compass Digital”)), Target (Key Mining Corp.). Compass Digital’s initial public offering closed October 14, 2021, at approximately $212 million. The SPAC term was extended twice and there were approximately 76% and 52% redemptions, respectively, in connection with extensions. On January 6, 2026, Compass Digital announced the execution of a business combination agreement with Key Mining Corp., an exploration stage global critical minerals and infrastructure company deploying a multi-jurisdiction strategy with assets initially located in Chile and the United States. The business combination is expected to close in the first half of 2026;

	●	Jaguar Global (2022): SPAC (Jaguar Global Growth Corporation I (“Jaguar Global”)), Target (Captivision Inc. (“Captivision”)). Jaguar Global’s initial public offering closed February 11, 2022, at approximately $235 million. The SPAC term was extended and there were approximately 56% redemptions in connection with extensions and approximately 99.6% redemptions in connection with the business combination. Jaguar Global’s business combination with Captivision closed on November 15, 2023. Shares of Captivision common stock trade on the Nasdaq Stock Market under the symbol “CAPT”, and the price of the common stock has ranged from $0.30 to $7.92 following the consummation of the business combination, with a closing price of $0.55 on March 27, 2026;

	●	Twin Ridge (2021) (members of HCIC’s management team advised Twin Ridge and were equityholders in the SPAC sponsor): SPAC (Twin Ridge Capital Acquisition Corp. (“Twin Ridge”)), Target (Carbon Revolution Public Limited Company (“Carbon Revolution”)). Twin Ridge’s initial public offering closed March 3, 2021, at approximately $213 million. The SPAC term was extended and there were approximately 70.6% redemptions in connection with the extension and 99.7% redemptions in connection with the business combination. Twin Ridge’s business combination with Carbon Revolution closed on November 3, 2023. Shares of Carbon Revolution common stock traded on the Nasdaq Stock Market under the symbol “CREV” until they were delisted on February 9, 2026, and the price of the common stock ranged from $1.48 to $197.99 following the consummation of the business combination;

	●	Learn CW (2021) (members of HCIC’s management team advised Learn CW and were equityholders in the SPAC sponsor): SPAC (Learn CW Investment Corporation (“LCW”)), Target (Innventure, Inc. (“Innventure”)). LCW’s initial public offering closed October 7, 2021, at approximately $200 million. The SPAC term was extended and there were approximately 59.4% redemptions in connection with extensions and approximately 89.0% redemptions in connection with the business combination. LCW’s business combination with Innventure closed on October 2, 2024. Shares of LCW common stock trade on the Nasdaq Stock Market under the symbol “INV”, and the price of the common stock has ranged from $2.36 to $18.75 following the consummation of the business combination, with a closing price of $3.80 on March 27, 2026; and

	●	Hennessy VII (2025): SPAC (Hennessy Capital Investment Corp. VII (“Hennessy VII”)), Target (ONE Nuclear Energy LLC (ONE Nuclear)). Hennessy VII’s initial public offering closed January 21, 2025, at approximately $190 million. There has been no extension of the SPAC term. On October 22, 2025, Hennessy VII executed a business combination agreement with ONE Nuclear, an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies. The business combination is expected to close in the first half of 2026.

	●	Brian Bonner is one of HCIC’s independent directors. Mr. Bonner currently serves as a director of Hennessy VII (since January 2025). Mr. Bonner served on the Board of Directors of Daseke from February 2015 to April 2024, including roles as Executive Chairman (August 2019 until August 2020), Independent Chairman of the Board of Directors of Daseke (August 2020 until June 2022), Chair of the Compensation Committee of the Board of Directors of Daseke (January 2020 until July 2022) and the Audit and Compensation Committees of the Board of Directors of Daseke. Mr. Bonner’s 33-year career with Texas Instruments, Inc. (NASDAQ: TXN), a Fortune 500 publicly traded technology company that designs and manufactures semiconductors and various integrated circuits, spanned several executive leadership positions, including Vice President and Chief Information Officer from 2000 to 2014 and other leadership positions in product profit and loss management, worldwide marketing and post-acquisition integration. Mr. Bonner served as a member on the Board of Directors of Copper Mobile from 2012 to 2015 and as an advisory board member for Gemini Israel Funds from June 2004 to May 2015. Mr. Bonner brings to HCIC’s Board significant experience and insight in sales management; human capital management, organization and compensation; corporate oversight and governance; business performance; business scaling post-acquisition implementation/integration; information technology management and development; and cybersecurity and information technology systems.

	●	Kyle Crowley is one of HCIC’s independent directors. Since June 2024, Mr. Crowley has provided strategic advisory and consulting services to businesses in the energy industry as an independent advisor. Since July 2025, Mr. Crowley has served as a member of the Board of Directors and advisor of Cogentrix Energy, an independent power producer that develops, owns, and operates natural gas generation facilities with 5.5 gigawatts of capacity. Since July 2025, Mr. Crowley has also served as a member of the Board of Managers of Fullmark Energy, a battery energy storage system developer. Mr. Crowley’s 21-year career with Exelon Corporation (NASDAQ: EXC), one of the largest fully regulated utility companies in the United States, spanned several executive leadership positions, including Senior Vice President, Corporate Finance and Development from October 2022 to June 2024, where he provided executive oversight of corporate development, corporate financial planning and analysis, treasury, and insurance functions; Senior Vice President, Chief Development Officer from December 2010 to October 2022, where he managed all mergers, acquisitions, divestitures, joint ventures, and strategic transactions for the company; Vice President, Chief Development Officer from November 2009 to December 2010; and Vice President, Corporate Development from May 2008 to November 2009. During his tenure at Exelon, Mr. Crowley led over $38 billion in closed transactions, including the acquisition of Pepco Holdings for $6.9 billion, the acquisition of Constellation Energy for $7.9 billion and the successful spin-off of Constellation Energy (NASDAQ: CEG). He holds an MBA in Finance and Accounting from the University of Chicago Booth School of Business and a B.S. in Finance from the Indiana University Kelley School of Business. Mr. Crowley brings to HCIC’s Board extensive experience in and deep insight of the energy industry; board governance and corporate oversight; mergers, acquisitions, divestitures, joint ventures, and strategic transactions; corporate financial planning and analysis and business performance; strategic planning; and risk mitigation and oversight.

	●	Javier Saade is one of HCIC’s independent directors. Mr. Saade currently serves as a director of Hennessy VII (since January 2025). Mr. Saade is Founder & Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer and Operating Partner at Presidio Investors. He also serves as Chairman of the Board of Directors of GP Funding, Inc. (private equity-owned financial services company), Chairman of the Board of Directors of The Only Agency (private equity-owned media & entertainment company), Member of the Board of Directors of VCheck Global Holdings (private equity-owned tech services company), Member of the Board of Trustees of Swedish Providence (a large health services enterprise), Member of the Board of Advisors of Harvard University’s Arthur Rock Center for Entrepreneurship, Executive Fellow at Harvard Business School, Lecturer at University of Washington’s Foster School of Business, CNBC Contributor and host of “Top Of The Game”. In the recent past, Javier served as Audit Committee Chair of the Board of Directors of SoftBank Vision Fund Investment Corp. (NASDAQ: SVFA), Lead Independent Director and Nominations & Governance Committee Chair of the Board of Directors of Porch Group, Inc. (NASDAQ: PRCH), Board Member of Global Technology Acquisition Corp. (NASDAQ: GTAC), Board Member of two inc. (NYSE: TWOA), now Logistics Properties of the Americas (NYSE: LPA), Member of the Boards of Trustees of The Nature Conservancy and Pan American Development Foundation and Member of the Board of Advisors of DocuSign, Inc. (NASDAQ: DOCU). In 2013, he was appointed by the White House to serve as Associate Administrator, Chief of Investment & Innovation of the U.S. Small Business Administration (SBA), concurrently served on the Committee for Small and Emerging Companies at the U.S. Securities & Exchange Commission (SEC), and subsequently served on the Presidential Transition at the Department of Treasury and the White House’s Advisory Committee for Trade Policy and Negotiations. Prior to public service, he spent over 20 years in investing, entrepreneurial, operating and advisory roles at McKinsey & Company, Booz Allen & Hamilton (NYSE: BAH), Bridgewater Associates, Abbott Laboratories (NYSE: ABT) and Air America, a company he co-founded. He holds an MBA from Harvard Business School, an MS in Operations & Technology from Illinois Institute of Technology and a BS in Industrial Management from Purdue University. Mr. Saade brings to HCIC’s Board extensive operating, entrepreneurial, strategy, capital allocation, and governance experience with public and private companies.

	●	Sandra Stash is one of HCIC’s independent directors. Since January 2020, Ms. Stash has served as a director of Trans Mountain Corporation, a Canadian pipeline company, since March 2020, she has served as a director and member of the Audit Committee of First Montana Bank, a community bank, and since April 2025, she has served as a director and on the Board Risk and Safety Committee of ACWA Power Co. (XSAU: 2082), a Saudi-listed developer, investor, co-owner and operator of a portfolio of power generation and desalinated water production plants. Ms. Stash previously served as a non-executive director of Diversified Energy Company plc (NYSE: DEC), an energy production company primarily in the natural gas industry, from October 2020 to August 2025, and her roles included serving as the Senior Independent Director, the Chair of the Safety and Sustainability Committee, a member of the Remuneration Committee, and a member of the Audit Committee. Beginning in January 2023, Ms. Stash served as an independent non-executive director on the Board of Managers of Medallion Midstream LLC, an energy processing and midstream company, until Medallion was acquired by ONEOK in December 2024. In April 2021, Sandy joined the board of AIM-listed Chaarat Gold Holdings Limited and served as Chair of the Safety and Sustainability Committee and a member of the Nominations, Audit and Technical Committees until the company was taken private in August 2024. In September 2020, Ms. Stash joined the Board of Lucid Energy Group and served as Chair of its HSSE and Sustainability Committee until a sale of the venture to Targa Resources in July 2022. From June 2021 through May 2022, Ms. Stash served on the Board of Directors of EVRAZ plc, a vertically integrated steel, mining and vanadium business. Prior to her focus on board service, she previously held executive positions with Tullow Oil, Talisman Energy and British Petroleum (BP). She holds a B.S. in Petroleum Engineering from the Colorado School of Mines. Ms. Stash brings to HCIC’s Board significant experience in and insight into the energy industry; sustainability trends; human capital management, organization and compensation; corporate oversight and governance; and business performance.

	●	Elizabeth Williams is one of HCIC’s independent directors. Ms. Williams currently serves as a Class III Director of Innventure, Inc (NASDAQ: INV) since October 2024. Ms. Williams was formerly the Vice President of Commercial and Industrial Customer Journey and Products at Entergy from 2021-2022, where she helped large industrial processing businesses achieve sustainability goals through emission reduction solutions. From 2017-2019, Ms. Williams was the Senior Vice President of Strategy and Corporate Development at Tenneco, where she focused on improving financial and capital markets performance by defining long-term strategy. Ms. Williams served as the Vice President and Head of Corporate Strategy from 2014-2016 at Maersk, where she simultaneously helped capitalize on end of life oil fields, and reduced portfolio risk from oil price exposures. From 2011-2014, she was the Senior Vice President and Head of Corporate Strategy at ABB, where she spearheaded the strategic planning, implementation, and execution of $20 billion in institutional investments over four years, including R&D allocation, SG&A, M&A, and capital expenditure initiatives. Prior to 2011, Ms. Williams served as the Director of Corporate Development at United Technologies. Ms. Williams has a B.A. in economics from Stanford University, and an MBA from the University of Chicago. Ms. Williams brings to HCIC’s board significant experience in corporate strategy and development.

	●	Expected $500 Million+ Target Business Size. HCIC will seek to acquire one or more businesses with an expected aggregate enterprise value of $500 million or greater, determined at the sole discretion of its officers and directors according to reasonably accepted valuation standards and methodologies.

	●	Large Addressable Market. HCIC will target companies that operate in large addressable markets within industrial innovation and energy transition sectors. HCIC believes its management team and its board are skilled in analyzing and evaluating companies in these markets based on their significant past SPAC execution, investing and operating experience.

	●	Scalable and Sustainable Growth Platform. HCIC intends to focus on segments and businesses within its target sectors that are poised for scalable, sustainable growth due to shifting customer preferences in favor of products and technologies that enable improvements in automation, efficiency, safety and customer experience.

	●	Strong Competitive Positioning and Differentiated Technology. HCIC plans to focus on attractive companies with distinct intellectual property and highly defensible, differentiated technology aimed at solving critical challenges in their areas of focus. Companies with unique and disruptive platforms and product offerings, including technology innovators, will be at the forefront of HCIC’s evaluation process. HCIC’s management team and its board have extensive operational, commercial and transactional experience with technology-driven companies in its target sectors, and HCIC intends to use these skills to identify market leaders and category winners.

	●	Experienced Management Team. HCIC will seek to acquire one or more businesses with a complete, experienced management team that provides a platform for HCIC to further develop the acquired business’s management capabilities. HCIC will seek to partner with a potential target’s management team and expects that the operating and financial abilities of its executive team and board will complement management’s capabilities.

	●	Partnership Approach. HCIC will pursue a partnership approach to working with a management team that shares its strategic vision and believes HCIC can help them achieve the full potential of their business. HCIC’s management team and its board have a long history of founding and scaling businesses, and HCIC will use its collective experience to help guide management teams of target businesses.

	●	Benefit from Being a Public Company. HCIC intends to acquire one or more businesses that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

	●	subject HCIC to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which HCIC operates after its initial business combination; and

	●	cause HCIC to depend on the marketing and sale of a single product or limited number of products or services.

	●	HCIC issues Class A ordinary shares that will be equal to or in excess of 20% of the number of its Class A ordinary shares then issued and outstanding (other than in a public offering);

	●	any of HCIC’s directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or

	●	the issuance or potential issuance of ordinary shares will result in HCIC undergoing a change of control.

	●	the timing of the transaction, including in the event HCIC determines shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

	●	the expected cost of holding a shareholder vote;

	●	the risk that the shareholders would fail to approve the proposed business combination;

	●	other time and budget constraints of the company; and

	●	additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

	●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

	●	file tender offer documents with the SEC prior to completing its initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

	●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

	●	file proxy materials with the SEC.

	●	prior to the consummation of HCIC’s initial business combination, HCIC shall either: (1) seek shareholder approval of its initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination, into their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of HCIC’s initial business combination, including interest (net of permitted withdrawals); or (2) provide HCIC’s public shareholders with the opportunity to tender their shares to HCIC by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of HCIC’s initial business combination, including interest (net of permitted withdrawals), in each case subject to the limitations described herein;

	●	HCIC will consummate its initial business combination only if it seeks shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the business combination at a duly held shareholders meeting;

	●	if HCIC’s initial business combination is not consummated within the completion window, then HCIC’s existence will terminate and it will distribute all amounts in the trust account; and

	●	prior to HCIC’s initial business combination, HCIC may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote on any initial business combination.

	●	HCIC is a SPAC with no operational revenue or basis to evaluate its ability to select a suitable business target.

	●	HCIC may not be able to select an appropriate target business or businesses and complete its initial business combination in the prescribed time frame.

	●	Expectations around the performance of a prospective target business or businesses may not be realized.

	●	HCIC may not be successful in retaining or recruiting required officers, key employees or directors following its initial business combination.

	●	Officers and directors may have difficulties allocating their time between HCIC and other businesses and may potentially have conflicts of interest with HCIC’s business or in approving its initial business combination.

	●	HCIC may not be able to obtain additional financing to complete its initial business combination or reduce the number of shareholders requesting redemption.

	●	HCIC may issue its shares to investors in connection with its initial business combination at a price that is less than the prevailing market price of its shares at that time.

	●	Investors may not be given the opportunity to choose the initial business target or to vote on the initial business combination.

	●	Trust account funds may not be protected against third-party claims or bankruptcy.

	●	An active market for HCIC’s public securities may not develop, and investors will have limited liquidity and trading.

	●	The availability to HCIC of funds from interest income on the trust account balance may be insufficient to operate its business prior to the business combination.

	●	HCIC’s financial performance following a business combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows and experienced management.

	●	There may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing HCIC’s initial business combination and may result in its inability to find a suitable target.

	●	Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for HCIC to negotiate and complete an initial business combination.

	●	HCIC may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder its ability to complete its initial business combination and give rise to increased costs and risks that could negatively impact its operations and profitability.

	●	HCIC may engage one or more of its underwriters or one of their respective affiliates to provide additional services to HCIC after the initial public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction.

	●	HCIC may attempt to complete its initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as suspected, if at all.

	●	Since HCIC’s initial shareholders will lose their entire investment in HCIC if its initial business combination is not completed (other than with respect to any public shares they may acquire during or after the initial public offering), and because HCIC’s sponsor, officers and directors may profit substantially even under circumstances in which HCIC’s public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for HCIC’s initial business combination.

	●	Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect HCIC’s business, including its ability to negotiate and complete its initial business combination, and results of operations.

	●	The value of the founder shares following completion of HCIC’s initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of HCIC’s ordinary shares at such time is substantially less than $10.00 per share.

	●	Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If HCIC has not completed its initial business combination within the required time period, HCIC’s public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of HCIC’s trust account and HCIC’s share rights will expire worthless.

	●	The current economic conditions may lead to increased difficulty in completing HCIC’s initial business combination.

	●	Recent volatility in capital markets may affect HCIC’s ability to obtain financing for its initial business combination through sales of its common shares or issuance of indebtedness.

	●	Military conflict in Russia/Ukraine, the Middle East or elsewhere may lead to increased price volatility for publicly traded securities, which could make it difficult for HCIC to consummate its initial business combination.

	●	Changes in applicable laws, rules or regulations or how such laws, rules or regulations are interpreted or applied, including the SEC’s new rules and interpretive guidance regarding SPAC and SPAC transactions, or a failure to comply with any applicable laws, rules and regulations, may adversely affect HCIC’s business, including its ability to negotiate and complete, and the costs associated with, its initial business combination and its results of operations.

	●	HCIC have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; and

	●	HCIC have a compensation committee of its board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

	●	HCIC have independent director oversight of its director nominations.

	●	higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

	●	rules and regulations regarding currency redemption;

	●	complex corporate withholding taxes on individuals;

	●	laws governing the manner in which future business combinations may be effected;

	●	tariffs and trade barriers;

	●	regulations related to customs and import/export matters;

	●	longer payment cycles and challenges in collecting accounts receivable;

	●	tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;

	●	currency fluctuations and exchange controls;

	●	rates of inflation;

	●	cultural and language differences;

	●	employment regulations;

	●	crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, widespread health emergencies and wars;

	●	deterioration of political relations with the United States; and

	●	government appropriations of assets.

	●	default and foreclosure on HCIC’s assets if its operating revenues after an initial business combination are insufficient to repay its debt obligations;

	●	acceleration of HCIC’s obligations to repay the indebtedness even if it makes all principal and interest payments when due if it breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	●	HCIC’s immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

	●	HCIC’s inability to obtain necessary additional financing if the debt security contains covenants restricting its ability to obtain such financing while the debt security is outstanding;

	●	HCIC’s inability to pay dividends on its ordinary shares;

	●	using a substantial portion of HCIC’s cash flow to pay principal and interest on its debt, which will reduce the funds available for dividends on its ordinary shares, its ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;

	●	limitations on HCIC’s flexibility in planning for and reacting to changes in its business and in the industry in which it operates;

	●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

	●	limitations on HCIC’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy, and other purposes and other disadvantages compared to HCIC’s competitors who have less debt.

	●	solely dependent upon the performance of a single business, property or asset, or

	●	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

Public shares		24,150,000
Founder shares		10,692,515
Private placement shares		671,000
Total shares		35,513,515
Total funds in trust account available for initial business combination	$	236,670,000
Initial implied value per share before initial business combination	$	10.00
Implied value per share after initial business combination	$	6.66

	●	restrictions on the nature of its investments; and

	●	restrictions on the issuance of securities, each of which may make it difficult for HCIC to complete its initial business combination.

	●	registration as an investment company;

	●	adoption of a specific form of corporate structure; and

	●	reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

	●	a limited availability of market quotations for HCIC’s securities;

	●	reduced liquidity for HCIC’s securities;

	●	a determination that HCIC’s Class A ordinary shares are “penny stock” which will require brokers trading in HCIC’s Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for HCIC’s securities;

	●	a limited amount of news and analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	may significantly dilute the equity interest of investors in HCIC’s initial public offering;

	●	may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded HCIC’s ordinary shares;

	●	could cause a change of control if a substantial number of HCIC’s ordinary shares are issued, which may affect, among other things, HCIC’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of its present officers and directors; and

	●	may adversely affect prevailing market prices for HCIC’s units, Class A ordinary shares and/or share rights.

	●	the history and prospects of companies whose principal business is the acquisition of other companies;

	●	prior offerings of those companies;

	●	HCIC’s prospects for acquiring an operating business;

	●	HCIC’s capital structure;

	●	an assessment of HCIC’s management and their experience in identifying operating companies;

	●	general conditions of the securities markets at the time of HCIC’s initial public offering; and

	●	other factors as were deemed relevant.

Name	Age	Title
Daniel J. Hennessy	68	Chairman of the Board of Directors and Chief Executive Officer
Thomas D. Hennessy	41	President and Director
Nicholas Geeza	40	Executive Vice President, Chief Financial Officer and Secretary
Brian Bonner	69	Independent Director
Kyle Crowley	54	Independent Director
Javier Saade	54	Independent Director
Sandra Stash	66	Independent Director
Elizabeth Williams	57	Independent Director

	●	assisting board oversight of (1) the integrity of HCIC’s financial statements, (2) HCIC’s compliance with legal and regulatory requirements, (3) HCIC’s independent registered public accounting firm’s qualifications and independence and (4) the performance of HCIC’s internal audit function and independent registered public accounting firm;

	●	reviewing the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by HCIC;

	●	pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by HCIC, and establishing pre-approval policies and procedures;

	●	reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with HCIC in order to evaluate their continued independence;

	●	setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

	●	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

	●	obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

	●	meeting to review and discuss HCIC’s annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing HCIC’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

	●	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to HCIC entering into such transaction; and

	●	reviewing with management, the independent registered public accounting firm, and HCIC’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding HCIC’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.