Hennessy Capital Investment Corp VIII-A 2025年度报告

Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-43100 (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The registrant’s Units began trading on the Nasdaq Global Market on February 5, 2026, and the registrant’s Class A ordinary sharesbegan separate trading on the Nasdaq Global Market on March 30, 2026. The aggregate market value of the registrant’s Unitsoutstanding, other than Units held by persons who may be deemed affiliates of the registrant, at March 27, 2026, computed byreference to the closing price for registrant’s Units on such date, as reported on The Nasdaq Global Market, was $241,500,000. As of March 30, 2026 there were 24,821,000 Class A ordinary shares, and 10,692,515 Class B ordinary shares issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PAGEPART IItem 1Business1Item 1A.Risk Factors27Item 1B.Unresolved Staff Comments69Item 1CCybersecurity69Item 2.Properties70Item 3.Legal Proceedings70Item 4.Mine Safety Disclosures70 PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities70Item 6.[Reserved]71Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations72Item 7A.Quantitative and Qualitative Disclosures About Market Risk76Item 8.Financial Statements and Supplementary Data76Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure76Item 9A.Controls and Procedures76Item 9B.Other Information77Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections77PART IIIItem 10.Directors, Executive Officers and Corporate Governance77Item 11.Executive Compensation84Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84Item 13.Certain Relationships and Related Transactions, and Director Independence86Item 14.Principal Accountant Fees and Services89PART IVItem 15.Exhibits and Financial Statement Schedules90Item 16.Form 10-K Summary91i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ThisAnnual Report on Form 10-K(this“Report”),including,without limitation,stat