Monitor the final redemption tally at the de-SPAC closing — the forward agreement provides committed capital but does not eliminate redemption risk. The actual number of shares New Circle purchases (up to 5M) will depend on market availability at or below the redemption price. The S-1 termination right gives post-combination ONE Nuclear optionality to replace this financing with an ELOC.
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Executive Summary
HVII and ONE Nuclear Energy entered into a prepaid share forward agreement with New Circle Capital Solutions LP, under which New Circle will purchase up to 5,000,000 HVII Class A ordinary shares from third parties at a price up to the trust redemption price (~$10.60/share as of Sept 18, 2026). The SPAC will prepay the full amount from its trust account at the close of its pending business combination with ONE Nuclear Energy LLC. The forward matures 90 days post-combination, with New Circle waiving redemption rights and retaining the prepayment amount at maturity. This is a financing mechanism to provide committed capital and reduce trust redemptions ahead of the de-SPAC vote.
Key Facts
- New Circle Capital Solutions LP will purchase up to 5,000,000 HVII Class A ordinary shares from third parties at a price no higher than the trust redemption price (~$10.60/share as of Sept 18, 2026).
- HVII will prepay the full amount from its trust account at the close of the business combination with ONE Nuclear Energy LLC.
- New Circle waives all redemption rights with respect to the purchased shares during the term of the forward agreement.
- The forward matures 90 days after the closing of the business combination, at which point New Circle retains the prepayment amount in exchange for returning the shares.
- As of Sept 18, 2026, HVII shareholders had submitted redemption requests for 18,796,132 shares, with the final redemption amount to be determined at closing.
- The agreement 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.
Financial Impact
Up to ~$53 million prepaid from trust (5,000,000 shares × ~$10.60/share); actual amount depends on final redemption price and number of shares purchased.
Risk Factors
- If the business combination fails to close, the forward agreement terminates with no monetary obligation from ONE Nuclear, but the trust account prepayment mechanism is contingent on closing.
- The forward does not guarantee a minimum number of shares will be purchased — New Circle's obligation is capped at 5M shares but subject to market availability at or below the redemption price.
- High existing redemption requests (18.8M shares as of Sept 18) could still result in significant trust outflows even with the forward in place.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001493152-26-043683 |
| Document: form425.htm | 0001493152-26-043683 |
| Document: 0001493152-26-043683-index-headers.html | 0001493152-26-043683 |
| Document: 0001493152-26-043683-index.html | 0001493152-26-043683 |
| Document: 0001493152-26-043683.txt | 0001493152-26-043683 |
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| Type | Now | ||||
|---|---|---|---|---|---|
Sep 25, 2026 4w ago | 3 | $2.15 $1.33 | ▼ −38.14% | ▼ −38.11% | $1.25 (−41.86%) |
Sep 23, 2026 4w ago | 8-K | $3.47 $1.31 | ▼ −62.25% | ▼ −61.83% | $1.25 (−63.98%) |
Sep 22, 2026 5w ago | 425 | $9.08 $1.33 | ▼ −85.35% | ▼ −84.79% | $1.25 (−86.23%) |
Sep 22, 2026 5w ago | 8-K | $9.08 $1.33 | ▼ −85.35% | ▼ −84.79% | $1.25 (−86.23%) |
Sep 14, 2026 6w ago | 425 | $9.54 $1.68 | ▼ −82.39% | ▼ −85.37% | $1.25 (−86.90%) |
Sep 9, 2026 6w ago | 425 | $10.80 | awaiting T+20 | — | $1.25 (−88.43%) |
Aug 31, 2026 8w ago | 425 | $7.89 | awaiting T+20 | — | $1.25 (−84.16%) |
Aug 25, 2026 9w ago | 425 | $7.84 $4.46 | ▼ −43.11% | ▼ −44.09% | $1.25 (−84.06%) |
Aug 19, 2026 9w ago | 425 | $10.53 $10.75 | ▲ +2.14% | ▲ +4.09% | $1.25 (−88.12%) |
Aug 18, 2026 10w ago | 425 | $10.52 $9.80 | ▼ −6.84% | ▼ −5.85% | $1.25 (−88.12%) |
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