Hennessy Capital Investment Corp VII SEC Filings

Hennessy Capital Investment Corp. VII (HVII) and ONE Nuclear Energy announced a proposed business combination that would take ONE Nuclear public on Nasdaq as “ONEN,” targeting closing in the first half of 2026, subject to customary approvals.

The deal implies a pro forma enterprise value of approximately $1.1 billion. The combined company is expected to be debt-free with up to approximately $174 million of net cash to fund growth, assuming no redemptions. Funding sources include HVII’s cash-in-trust, potential transaction financing, and rollover equity from existing ONE Nuclear shareholders.

ONE Nuclear plans a develop–own–operate model for utility-scale power, starting with fast-track natural gas generation by 2028 and progressing to advanced nuclear SMR deployments with initial generation by 2034. The company cites two priority development sites in East Texas and Western Oklahoma and a pipeline of additional locations, along with non-exclusive relationships across technology, EPC, and power marketing partners. The parties note that certain commercial agreements and site access remain subject to definitive documentation.

Hennessy Capital Investment Corp. VII filed a Rule 425 communication tied to its proposed business combination with ONE Nuclear Energy LLC, referencing a ONE Nuclear LinkedIn post linking to an ExecEdge report. The notice emphasizes forward‑looking statements and related risks, including potential delays, regulatory approvals, shareholder votes, and market conditions.

ONE Nuclear’s described commercial relationships, including with Rolls‑Royce Solutions America, Inc., are based on non‑binding collaboration terms and may change. ONE Nuclear currently has no rights to the Oklahoma and East Texas sites unless it enters definitive agreements with Blackstart Digital, LLC and MSB Global Services, LLC. HVII intends to file a Form S‑4 containing a prospectus and a proxy statement; after SEC effectiveness, a definitive proxy will be mailed to shareholders. The communication is not an offer or solicitation.

Hennessy Capital Investment Corp. VII plans to merge with ONE Nuclear Energy LLC, taking the power developer public at an equity valuation of about $1 billion. The transaction is expected to raise up to $210 million to fund development of approximately 2 gigawatts of natural gas capacity by 2028, with closing targeted for the first half of 2026. Post‑merger, ONE Nuclear intends to list on Nasdaq as ONEN.

ONE Nuclear is advancing two initial sites in Texas and Oklahoma, aiming to supply baseload power to data‑center customers. The company plans to install gas systems first and pursue nuclear generation later, with nuclear power targeted by 2034. It has an agreement to procure gas reciprocating engines from Rolls‑Royce and is evaluating small modular reactor partners. The communication emphasizes forward‑looking risks, notes commercial agreements are non‑binding and site rights are pending definitive agreements, and indicates a Form S‑4 and proxy statement will be filed.

Hennessy Capital Investment Corp. VII agreed to merge with ONE Nuclear Energy in an all‑stock deal that values the target at $1.0 billion. HVII will domesticate from the Cayman Islands to Delaware, merge its subsidiary into ONE Nuclear, and operate as ONE Nuclear with shares expected to trade on Nasdaq as ONEN after closing.

Consideration will be paid in newly issued common stock priced at the shareholder Redemption Price. The agreement includes up to 13.0 million earnout shares tied to stock price hurdles of $12.50, $15.00, and $17.50 for 20 out of 30 trading days within a two‑year window beginning on the first anniversary of closing. HVII’s rights convert into the right to receive 1/12 of a share at closing, and lock‑ups generally run six months or end earlier if the stock trades at $11.00 for 20 of 30 days.

There is no minimum cash condition. Closing requires shareholder approvals, SEC effectiveness of an S‑4, Nasdaq listing approval, completion of the domestication, and delivery of PCAOB‑audited financials by December 31, 2025. The outside termination date is April 30, 2026. Post‑closing, HVII will file a resale registration within 30 days, with up to three underwritten offerings available to holders under registration rights.

Hennessy Capital Investment Corp. VII (HVII) agreed to merge with ONE Nuclear Energy in an all‑stock deal valuing the target at $1.0 billion. HVII will domesticate from the Cayman Islands to Delaware, then merge its subsidiary into ONE Nuclear, which will become a wholly owned subsidiary. The combined company is expected to be named “ONE Nuclear,” with common stock trading on Nasdaq under “ONEN.”

The Base Purchase Price will be paid in newly issued common shares at the redemption price per share. Existing ONE Nuclear holders may receive up to 13.0 million additional earnout shares if price milestones are met: $12.50, $15.00, and $17.50 for at least 20 of 30 consecutive trading days in the two‑year period beginning on the first anniversary of closing. There is no minimum cash or financing condition to closing.

Closing requires shareholder approvals, SEC effectiveness of an S‑4, completion of the domestication, and conditional Nasdaq listing. ONE Nuclear must deliver PCAOB‑audited financials by December 31, 2025. The agreement may be terminated if closing has not occurred by April 30, 2026. Post‑closing governance includes a staggered board with two HVII‑designated independent directors and the target’s management leading the company. Lock‑ups and registration rights are contemplated.