Earnings

Hennessy Capital VII Extends ONE Nuclear Deal Deadline

The Tip Desk · August 12, 2026 · 3 min read

The SPAC pushed the Outside Date to August 15, 2026 and reported $915,123 of net income for the three months ended June 30, 2026.

Hennessy Capital Investment Corp. VII (HVII) extended the deadline to close its all-stock combination with ONE Nuclear Energy LLC to August 15, 2026, after a second amendment to the October 2025 business combination agreement.

The Cayman Islands special purpose acquisition company, formed in September 2024 to complete an initial business combination, had already pushed the Outside Date once, from March 31, 2026, to June 30, 2026, in an Omnibus Amendment on March 31, 2026. The June 1 Second Omnibus Amendment moved that date again.

Under the deal, HVII will domesticate as a Delaware corporation and merge Solis Merger Sub LLC into ONE Nuclear, an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor technologies. ONE Nuclear is a development-stage company with nominal assets and no operating history or revenue. Aggregate consideration to existing ONE Nuclear equity holders is $1.00 billion in newly issued common stock, with the share count set by dividing that amount by the redemption price of each HVII public share. After closing, the combined company is expected to trade on Nasdaq as ONEN. There is no minimum cash or financing condition to closing.

Closing remains subject to customary conditions, including shareholder approvals, an effective S-4 registration statement, Nasdaq listing approval, no blocking law or order, no continuing material adverse effect, and completion of the domestication.

The company has had no operations or operating revenues. For the three months ended June 30, 2026, it reported net income of $915,123, consisting of $1,684,089 of interest on cash in the Trust Account and $2,107 of interest on cash equivalents, offset by $771,073 of general and administrative costs. Those costs were lower than the $1,096,944 recorded in the three months ended March 31, 2026, when net income was $575,611 on $1,668,676 of Trust Account interest. Interest on the trust was little changed from that prior quarter.

For the six months ended June 30, 2026, net income was $1,490,734, from $3,352,765 of Trust Account interest and $5,986 of cash-equivalent interest, offset by $1,868,017 of general and administrative costs. HVII does not expect operating revenues until after the combination and expects non-operating interest income from post-IPO funds.

Excluding the Trust Account, cash was approximately $259,477 at June 30, 2026, down from approximately $323,217 at March 31, 2026. Working capital outside the trust was $492,278. The $190,000,000 placed in the Trust Account at the January 21, 2025, IPO is intended to fund substantially all of the combination, net of permitted interest withdrawals, taxes, and $7,600,000 of deferred underwriting commissions.

On December 19, 2025, HVII loaned ONE Nuclear $300,000 for third-party legal, accounting, and audit expenses. The company’s commitment to make advances available was amended to up to $316,975, and ONE Nuclear pays a $10,000 monthly non-refundable fee in kind. The loan’s maturity date was extended to August 15, 2026, matching the new Outside Date, and obligations are also payable on closing of the combination or any third-party financing by ONE Nuclear.

The sponsor or an affiliate, or certain officers and directors, may loan HVII working-capital funds; up to $2,500,000 of such loans may convert into units at $10.00 each. HVII does not believe it will need to raise additional funds to operate, though it may lack cash if deal costs exceed estimates.

The combination remains the company’s path to an operating business. The August 15, 2026, Outside Date is the latest stated deadline in the amended agreement, and the loan maturity now tracks that same date.

More on HVII

September 24, 2026 Deals ONE Nuclear Energy to Go Public via Hennessy VII Combination

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