Hennessy Capital Investment VIII ^{Filed Terms, Nasdaq: HCICU}

We are a newly organized blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. However, our management team engaged in discussions with potential business combination partners in their capacity as officers of Hennessy VII or Compass Digital, and we may pursue potential business combination partners that had previously been in discussions with Hennessy VII or Compass Digital’s management team. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business, focusing on the industrial innovation and energy transition sectors. We will seek to acquire one or more businesses with an expected aggregate enterprise value of $500 million or greater.