This is a passive, pre-arranged financing stake, not an activist campaign. The Forward Purchase Agreement provides the issuer with a committed equity facility but gives the Fund the right to terminate the transaction at any time. Monitor for any amendments to the 13D that signal a change in intent or additional share accumulation.
Price Chart
Executive Summary
New Circle Capital Solutions LP and related entities filed a Schedule 13D disclosing a 4.6% stake in ONE Nuclear Energy Inc., acquired via a Forward Purchase Agreement in connection with the de-SPAC business combination. The stake of 4,987,103 shares was acquired on September 23, 2026 for ~$52.9M and is not an activist position—the filing states no present plans for control or changes. The filing is a passive disclosure of a pre-arranged financing arrangement, not an activist campaign.
Key Financial Metrics
Key Facts
- New Circle Capital Solutions LP holds 4,987,103 shares of ONE Nuclear Energy Inc. common stock, representing 4.6% of outstanding shares as of September 23, 2026.
- Shares were acquired on September 23, 2026 via a Forward Purchase Agreement at ~$10.60/share for an aggregate purchase price of ~$52,863,292.
- The Forward Purchase Agreement was entered into on September 22, 2026 with HVII (predecessor) and ONE Nuclear Energy LLC, allowing the Fund to purchase up to 5,000,000 Class A ordinary shares from redeeming holders.
- The Fund received a prepayment of ~$53,185,758 from the Issuer on September 24, 2026, one business day after the business combination closed.
- The Reporting Persons state they have no present plans or proposals relating to any of the actions described in Item 4 of Schedule 13D (e.g., board seats, strategic review, sale).
- The stake was 25.4% of pre-combination Class A shares but was reduced to 4.6% post-combination due to the issuance of 94,253,842 shares to legacy ONE Nuclear members.
Financial Impact
~$52.9M invested at ~$10.60/share; prepayment of ~$53.2M received from issuer post-closing
Risk Factors
- The Fund has the right to terminate the Forward Purchase Agreement in whole or in part at any time, which could create selling pressure.
- The issuer has negative book equity of ($123.2M) and a going-concern qualification per the pre-combination financials, indicating high financial risk.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D Filing (Primary) | 0001493152-26-045190 |
| Exhibit: ex1.htm | 0001493152-26-045190 |
| Document: 0001493152-26-045190-index-headers.html | 0001493152-26-045190 |
| Document: 0001493152-26-045190-index.html | 0001493152-26-045190 |
| Document: 0001493152-26-045190.txt | 0001493152-26-045190 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | SC 13G/A | — | awaiting T+20 | — | — |
Oct 2, 2026 24d ago | 3 | $2.13 | awaiting T+20 | — | $1.25 (−41.31%) |
Sep 30, 2026 25d ago | SC 13D | $1.92 | awaiting T+20 | — | $1.25 (−34.90%) |
Sep 29, 2026 27d ago | 8-K | $2.15 | awaiting T+20 | — | $1.25 (−41.86%) |
US Market Status
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