Hennessy Capital VII Announces Prepaid Share Forward for ONE Nuclear Merger

What Happened

• HVII filed an 8-K on Sept. 22, 2026 reporting a Forward Purchase Agreement among Hennessy Capital Investment Corp. VII (HVII), ONE Nuclear Energy LLC and New Circle Capital Solutions LP. The agreement covers a prepaid share forward transaction under which the Seller may purchase up to 5,000,000 Class A ordinary shares of HVII in connection with the previously disclosed business combination that will make ONE Nuclear a direct wholly-owned subsidiary and rename HVII to ONE Nuclear Energy Inc. (New ONE Nuclear).

Key Details

• Shares committed: Up to 5,000,000 Class A ordinary shares may be purchased by the Seller under the Forward Purchase Agreement.
• Prepayment mechanics: The Seller will be prepaid an aggregate cash amount equal to (number of Shares) × (per‑share redemption price at closing, the “Initial Price”). Payment is due the earlier of one business day after closing of the Business Combination or the date trust account assets are disbursed.
• Seller rights & maturity: Seller may terminate (in whole or part) on specified post‑closing dates; maturity is 90 days after closing (or later if agreed). At maturity the Seller retains an amount equal to remaining Shares × Initial Price. The Seller also agreed to waive redemption rights with respect to the Shares during the term of the Forward Purchase Agreement (subject to its terms).
• Redemption context: As of close of business Sept. 18, 2026 the per‑share redemption price was approximately $10.60 and HVII shareholders had submitted redemption requests (after reversals) for 18,796,132 shares. The final redemption price and amounts will be set at closing.

Why It Matters

• This prepaid share forward is a committed near‑term financing tool linked to the pending merger with ONE Nuclear and can provide the combined company with cash at or shortly after closing. Using the redemption price reported on Sept. 18, 2026 (~$10.60), a full 5,000,000‑share purchase would represent roughly $53 million (final amount depends on the actual per‑share price at closing).
• For investors, the agreement may affect net cash available to the combined company after shareholder redemptions and could influence post‑closing liquidity. The filing also reiterates customary forward‑looking risk disclosures tied to completion of the Business Combination and other risks described in HVII’s public filings.