UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 22, 2026
Hennessy
Capital Investment Corp. VII
(Exact
name of Registrant as specified in its charter)
| Cayman
Islands |
|
001-42479 |
|
98-1813620 |
(Jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
195
US Hwy 50, Suite 207
Zephyr Cove, NV |
|
89448 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(775)
339-1671
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Class
A ordinary shares, par value $0.0001 per share |
|
HVII |
|
The
Nasdaq Stock Market LLC |
| Rights,
each right entitling the holder to receive one-twelfth (1/12) of one Class A ordinary share |
|
HVIIR |
|
The
Nasdaq Stock Market LLC |
| Units,
each consisting of one Class A ordinary share and one right |
|
HVIIU |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported, on October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability
(“HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger
Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”), entered into a business combination
agreement (as amended on March 31, 2026, June 1, 2026 and August 7, 2026, the “Business Combination Agreement”), pursuant
to which the parties thereto will enter into a business combination transaction (the “Business Combination”). Following the
Closing, ONE Nuclear will be a direct wholly-owned subsidiary of HVII, and HVII will be renamed “ONE Nuclear Energy Inc.”
(HVII as of and following the Merger, “New ONE Nuclear”).
On
September 22, 2026, HVII and ONE Nuclear entered into a forward purchase agreement (the “Forward Purchase Agreement”)
with New Circle Capital Solutions LP (the “Seller”) for a prepaid share forward transaction (the “Transaction”).
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.
Pursuant
to the terms of the Forward Purchase Agreement, the Seller has agreed to purchase from third parties up to 5,000,000 Class A ordinary
shares, par value $0.0001 per share, of HVII (the “Shares”) in accordance with the terms and conditions therein. The Forward
Purchase Agreement provides that the Seller will be prepaid an aggregate cash amount (the “Prepayment Amount”) equal to (i)
the number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial
Price”). The Seller will be paid the Prepayment Amount on the earlier of (a) one (1) business day after the closing of the Business
Combination and (b) the date any assets from HVII’s trust account are disbursed in connection with the Business Combination. From
time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange
Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the
terms and conditions therein, the Seller may, in its sole discretion, terminate the Transaction in whole or in part with respect to any
number of Shares by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”).
As of each OET Date, New ONE Nuclear will be entitled to receive from Seller, and Seller shall pay to New ONE Nuclear, an amount equal
to (a) the Initial Price (which may be reduced by mutual agreement of the Seller and New ONE Nuclear), multiplied by (b) the number of
Terminated Shares. The Forward Purchase Agreement maturity date will be the date that is 90 days after the closing of the Business Combination,
or such later date as agreed to in writing by the Seller and HVII or New ONE Nuclear, as applicable. At maturity, in exchange for the
return of the number of remaining Shares under the Forward Purchase Agreement, the Seller shall retain an amount equal to (i) the number
of Shares multiplied by (ii) the Initial Price. The Forward Purchase Agreement also provides New ONE Nuclear 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 Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement,
subject to the terms and conditions thereof. The foregoing description of the Forward Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
As
of the close of business on September 18, 2026, the redemption price was approximately $10.60 per share, and HVII shareholders had submitted
redemption requests (following redemption reversals) to redeem 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.
Forward-Looking
Statements
This
Current Report contains forward-looking statements, including but not limited to statements regarding ONE Nuclear’s and HVII’s
expectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts contained in
this Current Report are forward-looking statements. These statements are based on current expectations and assumptions and are subject
to risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,”
“expect,” “intend,” “may,” “plan,” “project,” “should,” “will,”
and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these
identifying words, and the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include,
without limitation, the anticipated timing and benefits from the consummation of the Business Combination, ONE Nuclear’s management
team’s expectations concerning the outlook for its business, productivity, plans, growth and capital investments, operational and
cost performance, revenue generation, development timelines, potential generation capacities of specific sites, regulatory outlook, future
market conditions, success of strategic relationships, developments in the capital and credit markets, expected future financial performance,
as well as demand for nuclear energy and the economic outlook for the nuclear energy industry.
Forward-looking
statements speak only as of the date of this Current Report and are based on ONE Nuclear’s and HVII’s current beliefs and
assumptions. ONE Nuclear and HVII undertake no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise, except as required by law. Actual results may differ materially due to various risks and
uncertainties, including but not limited to: (1) the risk that the Business Combination may not be completed in a timely manner or at
all, which may adversely affect the price of HVII’s securities; (2) the failure to satisfy the conditions to the consummation of
the Business Combination, including the receipt of certain regulatory approvals; (3) market risks; (4) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Business Combination Agreement; (5) changes in the transaction structure
of the Business Combination due to regulatory or legal requirements; (6) the ability to meet listing standards; (7) the effect of the
announcement or pendency of the Business Combination on ONE Nuclear’s business relationships, performance, and business generally;
(8) failure to realize anticipated benefits from the Business Combination; (9) the outcome of any legal proceedings that may be instituted
against ONE Nuclear or HVII related to the Business Combination or the Business Combination Agreement; (10) ONE Nuclear’s ability
to execute on its business plan and to develop and maintain key strategic relationships and enter into definitive agreements in connection
therewith; (11) competition in ONE Nuclear’s industry; (12) transaction-related costs; (13) the risk that changes in laws or regulations
adversely affect ONE Nuclear’s business plans and operations; (14) adverse economic or competitive conditions; (15) the level of
redemptions by HVII shareholders in connection with the Business Combination; (16) the risk that ONE Nuclear may not be able to successfully
develop its exclusive sites or other sites and the commercial viability of any such site; (17) the risk that ONE Nuclear will be unable
to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (18) other risks
and uncertainties described in HVII’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the
SEC on March 6, 2026, and other filings with the SEC, including the registration statement on Form S-4, the proxy statement/prospectus
and other relevant materials filed with the SEC in connection with the Business Combination from time to time. The foregoing list is
not exhaustive, and there may be additional risks that neither HVII nor ONE Nuclear presently knows or that HVII and ONE Nuclear currently
believe are immaterial. ONE Nuclear and HVII caution you against placing undue reliance on forward-looking statements, which reflect
current beliefs and are based on information currently available as of the date a forward-looking statement is made.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Number |
|
Description |
| |
|
|
| 10.1 |
|
Forward
Purchase Agreement, dated September 22, 2026, by and among Hennessy Capital Investment Corp. VII, ONE Nuclear Energy LLC and
New Circle Capital Solutions LP. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| HENNESSY CAPITAL INVESTMENT CORP. VII |
| |
|
|
| By: |
/s/ Nicholas
Geeza |
|
| Name: |
Nicholas Geeza |
|
| Title: |
Chief Financial Officer |
|
Dated:
September 22, 2026
