Business Context and Reporting Period
Hennessy Capital Investment Corp. VII (HVII) is a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC) incorporated on September 27, 2024. The company is in the pre-business combination phase, having completed its Initial Public Offering (IPO) on January 21, 2025. This Form 10-Q covers the quarterly period ended June 30, 2026.
As of the reporting date, HVII has not commenced any operating revenues. Its primary activity involves identifying and consummating an Initial Business Combination. On October 22, 2025, the company entered into a Business Combination Agreement with ONE Nuclear Energy LLC, a developer of natural gas and advanced nuclear small modular reactor technologies.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|
| Net Income | $1,490,734 | $2,538,521 |
| General & Administrative Costs | $1,868,017 | $937,945 |
| Interest Income (Trust Account) | $3,352,765 | $3,448,469 |
| Cash (Outside Trust) | $259,477 | $1,861,192 |
| Cash Held in Trust Account | $200,141,138 | $196,958,306 |
| Working Capital | $492,278 | N/A (IPO consummated Jan 2025) |
| Total Liabilities | $11,366,247 | $10,376,953 |
| Deferred Underwriting Fee | $7,600,000 | $7,600,000 |
| Deferred Legal Fees | $3,635,000 | $2,450,000 |
Material Changes vs. Prior Period
- Net Income Decline: Net income for the six months ended June 30, 2026, decreased to $1.49 million from $2.54 million in the prior year period. This was primarily driven by a significant increase in General and Administrative (G&A) costs, which rose to $1.87 million from $0.94 million, alongside a slight decrease in interest income earned on the Trust Account.
- Cash Position: Cash held outside the Trust Account decreased significantly from $984,245 at December 31, 2025, to $259,477 at June 30, 2026, reflecting operational expenditures and a loan advance to the target company.
- Liabilities: Total liabilities increased by approximately $1 million, largely due to an increase in deferred legal fees from $2.45 million to $3.64 million as the business combination process advanced.
- Trust Account Growth: The Trust Account balance increased by approximately $3.18 million due to interest earnings, raising the per-share redemption value to $10.53 from $10.37.
Outlook, Risks, and Unusual Items
Business Combination Status
HVII is actively pursuing a merger with ONE Nuclear. The "Outside Date" for consummating the transaction has been extended multiple times. As of the filing date, the deadline was extended to August 15, 2026 via the Second Omnibus Amendment. A subsequent event disclosed in Note 10 indicates a further extension to September 30, 2026 via a Third Omnibus Amendment dated August 7, 2026.
Going Concern
Management has identified substantial doubt regarding the company's ability to continue as a going concern if an Initial Business Combination is not consummated by the mandatory liquidation date (January 21, 2027, absent extensions). The company relies on interest income from the Trust Account and potential loans from the Sponsor to fund operations.
Risks and Contingencies
- Geopolitical Instability: The filing highlights risks related to the Russia-Ukraine conflict, the Israel-Hamas war, and U.S. tariff policies, which could disrupt capital markets and the ability to complete a merger.
- Target Company Risk: ONE Nuclear is a development-stage company with no operating history or revenue to date. The success of the combination depends on ONE Nuclear's ability to execute its technology plans.
- Related Party Note: HVII has loaned ONE Nuclear up to $316,975 (increased to $620,000 in a subsequent event) to cover transaction expenses. This note bears a monthly fee and is due upon the closing of the merger or maturity date.
Investor Verification Checklist
- Merger Timeline: Verify the current status of the S-4 Registration Statement (declared effective August 3, 2026) and the likelihood of closing the ONE Nuclear deal by the September 30, 2026 deadline.
- Redemption Value: Confirm the current redemption price per share ($10.53 as of June 30, 2026) and potential dilution effects from the proposed stock consideration for ONE Nuclear.
- Liquidity Runway: Assess whether the remaining cash outside the Trust Account ($259,477) is sufficient to cover operating costs and transaction fees until the merger closes or liquidation occurs.
- Deferred Fees: Note the $7.6 million deferred underwriting fee and $3.6 million deferred legal fees payable only upon successful consummation of the business combination.
- Target Financials: Review the S-4 Registration Statement for detailed risk factors and financial projections regarding ONE Nuclear, given its lack of operating history.