HVII files 8-K detailing forward purchase deal with New Circle Capital

Hennessy Capital Investment Corp. VII filed an 8-K on September 22, 2026, disclosing a prepaid share forward transaction with New Circle Capital Solutions LP. The agreement, executed alongside ONE Nuclear Energy LLC, secures up to 5,000,000 Class A ordinary shares for the SPAC entity. The operational focus is the cash flow mechanics tied to the pending business combination, which remains the primary catalyst for the ticker. The deal structure dictates that New Circle Capital will purchase shares from third parties, with the seller receiving a prepayment amount equal to the number of shares multiplied by the per-share redemption price at the closing of the Business Combination. This prepayment is due on the earlier of one business day after the closing or the date assets from HVII’s trust account are disbursed. The agreement includes a termination right for the seller, allowing New Circle Capital to end the transaction in whole or in part on any Exchange Business Day following the closing. If terminated, New ONE Nuclear will receive the Initial Price multiplied by the number of Terminated Shares. The maturity date for the Forward Purchase Agreement is set at 90 days after the closing of the Business Combination, though this can be extended by written agreement. At maturity, the seller retains an amount equal to the remaining shares multiplied by the Initial Price in exchange for returning those shares. The filing notes that the seller agreed to waive redemption rights for the shares during the term of the agreement. As of the close of business on September 18, 2026, the redemption price was approximately $10.60 per share. HVII shareholders had submitted redemption requests to redeem 18,796,132 shares in connection with the Business Combination. The final number of shares to be redeemed and the aggregate redemption payment cannot be determined until the closing of the Business Combination. The Business Combination Agreement was originally entered into on October 22, 2025, and has been amended on March 31, 2026, June 1, 2026, and August 7, 2026. Following the closing, ONE Nuclear will be a direct wholly-owned subsidiary of HVII, and the company will be renamed ONE Nuclear Energy Inc. The filing serves as the definitive document for this financial arrangement, detailing the specific terms and conditions that govern the share purchase and prepayment. The inclusion of this forward purchase agreement in the 8-K highlights the capital structure adjustments being made prior to the de-SPAC transaction. The specific mechanics of the prepayment and termination rights provide clarity on the cash flow dynamics for the entity post-merger. The next confirmable milestone is the closing of the Business Combination, which will trigger the payment of the Prepayment Amount and establish the baseline for the 90-day maturity period. Investors should monitor the redemption requests and the final redemption price, as these figures directly impact the scale of the forward purchase transaction. The agreement is filed as Exhibit 10.1 to the 8-K and is incorporated by reference into the current report.