0001493152-26-009187
SEC filingHennessy Capital Investment Corp. VII (HVII) reported net income of $3.7 million for the fiscal year ended December 31, 2025, compared to a net loss of $47,952 for the period from inception (September 27, 2024) through December 31, 2024. The company has generated no operating revenues to date. The 2025 net income was driven entirely by non-operating income of $7.3 million from interest earned on marketable securities held in the trust account, offset by $3.7 million in general and administrative costs, resulting in a loss from operations of -$3.7 million. The company completed its initial public offering on January 21, 2025, generating gross proceeds of $190.0 million from the sale of units and an additional $6.9 million from private placement units. As of December 31, 2025, HVII had $197.0 million held in a trust account, total assets of $198.3 million, and shareholders' deficit of -$9.1 million. On October 22, 2025, HVII entered into a Business Combination Agreement with ONE Nuclear for an all-stock transaction valued at $1.0 billion. Management has raised substantial doubt about the company's ability to continue as a going concern if it fails to consummate an initial business combination by January 21, 2027.
Hennessy Capital Investment Corp. VII (HVII) reported net income of $3,687,416 for the fiscal year ended December 31, 2025, a significant improvement from the net loss of $47,952 for the period from inception (September 27, 2024) through December 31, 2024. The company has not generated any operating revenues to date. The 2025 net income resulted from $7,293,022 in interest earned on marketable securities held in the trust account and $50,950 in interest earned on cash equivalents, offset by $3,656,556 of general and administrative costs. This resulted in a loss from operations of -$3.7 million. Basic and diluted net income per ordinary share were both $0.00. The company's weighted average shares outstanding were 24.9 million for both basic and diluted calculations.
The company has not generated any operating revenues. HVII is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands on September 27, 2024, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. The company does not expect to generate any operating revenues until after the completion of its business combination. All income to date has been non-operating income in the form of interest income from funds held after the initial public offering.
With no operating revenues, traditional margin analysis is not applicable. The company reported a loss from operations of -$3.7 million, consisting entirely of general and administrative costs of $3.7 million. These costs represent expenses incurred as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses in connection with searching for, and completing, an initial business combination. The company's net income of $3.7 million was entirely attributable to interest income of $7.3 million from the trust account, which exceeded operating expenses.
Net cash used in operating activities was -$1.9 million for the year ended December 31, 2025. Net cash used in investing activities was -$189.7 million, primarily due to a $190.0 million investment of cash into the Trust Account. Net cash provided by financing activities was $192.5 million, driven by proceeds from the sale of units ($186.2M) and private placement units ($6.9M). The net change in cash was $964,000, with ending cash of $984,000. As of December 31, 2025, total assets were $198.3 million, including $197.0 million in cash held in the Trust Account. Total liabilities were $10.4 million, including deferred underwriting fees payable of $7.6 million. Shareholders' deficit was -$9.1 million, with accumulated deficit of -$9.1 million. The company had working capital of $999,376 (excluding approximately $334,716 of taxes payable) at December 31, 2025.
On October 22, 2025, HVII entered into a Business Combination Agreement with ONE Nuclear, an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor technologies. The agreement contemplates an all-stock business combination transaction with aggregate consideration of $1.0 billion payable to ONE Nuclear Members. ONE Nuclear is a development stage entity with de minimis assets, no historic business operations, and no revenues or developments currently under construction. HVII has until January 21, 2027 (absent any extensions) to consummate an initial business combination. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, raises substantial doubt about the company's ability to continue as a going concern. The company expects to continue incurring significant costs in pursuit of its acquisition plans and cannot provide assurance that plans to complete an initial business combination will be successful.