SecProbe.io

CORRESP
 1
 filename1.htm

 February
2, 2026

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporate Finance

 100
F Street, N.E.

 Washington, D.C. 20549-4628

 Attn:
Benjamin Holt

 Re: Hennessy
 Capital Investment Corp. VIII
 Registration
Statement on Form S-1, as amended (File No. 333–291924)

 Mr.
Holt:

 Hennessy
Capital Investment Corp. VIII (the " Registrant ") hereby requests, pursuant to Rule 461 of the rules and regulations
promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration
Statement, as amended, to 4:00 p.m., Washington D.C. time, on February 4, 2026, or as soon as practicable thereafter, unless the
Registrant notifies you otherwise prior to such time.

 We
would appreciate it if, as soon as the above-captioned Registration Statement is declared effective, you would so inform Michael P. Heinz
of Sidley Austin LLP at (212) 839-5444.

 Very Truly Yours,

 Hennessy Capital Investment Corp. VIII

 By:
 /s/
 Nicholas Geeza

 Nicholas
 Geeza

 Chief
 Financial Officer

 cc: Daniel
 J. Hennessy, Hennessy Capital Investment Corp. VIII

 Jeffrey
N. Smith, Sidley Austin LLP

 Christian
O. Nagler, Kirkland & Ellis LLP

 Simon
Raftopoulos, Appleby (Cayman) Ltd.

 Alexandra
Low, Appleby (Cayman) Ltd.

CORRESP
 1
 filename1.htm

 February
2, 2026

 VIA
EDGAR

 Division
of Corporation Finance

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Benjamin Holt

 Re:
 Hennessy
 Capital Investment Corp. VIII

 Registration
 Statement on Form S-1

 File
 No. 333-291924

 Mr.
Holt:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), Barclays Capital, Inc. and Cohen & Company Capital Markets, a division of Cohen &
Company Securities, LLC, as representatives of the underwriters of the offering, hereby request that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on February 4, 2026 at 4:00 p.m., Eastern time, or as soon
thereafter as practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises you that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature
Page Follows ]

 Very
truly yours,

 BARCLAYS
CAPITAL INC.

 By:
 /s/
 Amit Chandra

 Name:
 Amit
 Chandra

 Title:
 Authorized
 Representative

 COHEN
& COMPANY CAPITAL MARKETS,

 A
DIVISION OF COHEN & COMPANY SECURITIES, LLC

 By:
 /s/
 Jerry Serowik

 Name:
 Jerry
 Serowik

 Title:
 Senior
 Managing Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 14, 2026

Daniel J. Hennessy
Chairman and Chief Executive Officer
Hennessy Capital Investment Corp. VIII
195 US Hwy 50, Suite 207
Zephyr Cove, NV 89448

 Re: Hennessy Capital Investment Corp. VIII
 Registration Statement on Form S-1
 Filed December 3, 2025
 File No. 333-291924
Dear Daniel J. Hennessy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Michael P. Heinz
</TEXT>
</DOCUMENT>