Hennessy Capital Investment Corp. VII (HVII) has entered into a forward purchase agreement with New Circle Capital Solutions LP to sell up to 5,000,000 of its Class A ordinary shares prior to the completion of its proposed business combination with ONE Nuclear Energy LLC.
The agreement, dated September 22, 2026, allows New Circle Capital Solutions LP to purchase up to 5,000,000 shares from third parties. The transaction is structured as a prepaid share forward, meaning HVII will receive cash upfront. The cash amount, known as the Prepayment Amount, is calculated based on the number of shares multiplied by the per-share redemption price at the closing of the Business Combination.
Under the terms of the agreement, the cash will be paid to HVII on the earlier of one business day after the closing of the Business Combination or the date HVII’s trust account assets are disbursed. The agreement matures 90 days after the closing of the Business Combination, or a later date agreed to in writing by the parties.
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 for 18,796,132 shares in connection with the Business Combination. The final number of shares to be redeemed, the aggregate redemption payment, and the per-share redemption price cannot be determined until the closing of the Business Combination.
The agreement provides HVII with a termination right following the effectiveness of a resale registration statement on Form S-1 relating to a committed equity line of credit or similar financing facility. The forward purchase agreement is filed as Exhibit 10.1 to this Current Report.
