Hennessy Capital Investment Corp. VII SEC Filings

Hennessy Capital Investment Corp. VII (symbol: HVII) is the issuer of record for a Form 425 filing submitted to the SEC.

Hennessy Capital Investment Corp. VII (HVII) reports that shareholders approved all key proposals related to its planned business combination with ONE Nuclear Energy LLC. At the August 24, 2026 extraordinary general meeting, 19,589,191 shares, or 75.28% of the 26,023,333 shares entitled to vote, were present, constituting a quorum.

Shareholders approved the Business Combination Agreement, with 19,348,112 votes for and 241,079 against, as well as the Domestication of HVII from the Cayman Islands to Delaware, a Nasdaq stock issuance of more than 20% to ONE Nuclear unitholders, new organizational documents, six advisory governance changes, a new equity incentive plan, and the election of seven directors for staggered terms. An adjournment proposal was not needed. In connection with the meeting, holders submitted preliminary redemption requests for 18,807,662 Class A ordinary shares for a pro rata portion of the trust account; these requests may be withdrawn or reversed with HVII’s consent before the business combination closing. Completion of the business combination remains subject to closing conditions, including Nasdaq listing approval, and may not occur.

Hennessy Capital Investment Corp. VII (HVII) provided an update on its pending business combination with ONE Nuclear Energy LLC, including a joint investor call and related presentation and transcript. HVII and ONE Nuclear have a Form S-4 registration statement for the deal, which the SEC declared effective on August 3, 2026, and HVII has mailed a definitive proxy statement to shareholders of record as of July 31, 2026.

ONE Nuclear is described as a fully integrated independent power producer focused on large-scale baseload energy for U.S. hyperscale data centers via a "gas-to-nuclear" strategy. Near term, it targets behind-the-meter natural gas reciprocating engine projects to deliver power faster than traditional grid interconnections; long term, it plans to deploy small modular reactor nuclear technologies from several vendors. Management highlighted two priority sites in East Texas and New Mexico under active commercial negotiation, plus the acquisition of Amino Sustainability Group to accelerate development.

Modeled economics for a mature 1 gigawatt gas site at a targeted $95/MWh price indicate significant potential revenue and cash flow, funded largely with non-recourse project debt after offtake PPAs are signed. Existing ONE Nuclear equity holders are rolling 100% of their equity, and the combined company is targeting a Nasdaq listing under ticker ONEN, subject to shareholder approval and customary closing conditions.

Hennessy Capital Investment Corp. VII (HVII), a SPAC focused on industrial technology and energy transition, and ONE Nuclear Energy LLC announced an investor update call on August 20, 2026 at 11 a.m. ET. The call will provide a business update on ONE Nuclear, review recent announcements, and discuss the anticipated timeline to close their previously announced business combination.

Hennessy VII will hold a virtual extraordinary general meeting of shareholders at 12:00 p.m. ET on August 24, 2026 to vote on the proposed business combination, with a record date of July 31, 2026. The combined company is expected to be listed on Nasdaq under the ticker “ONEN”, subject to shareholder approval, regulatory clearances, listing standards and other customary closing conditions. The communication emphasizes extensive forward-looking statement risk factors and notes that ONE Nuclear’s commercial agreements described are currently non-binding and subject to definitive documentation.

ONE Nuclear Energy LLC announced governance and leadership changes related to its planned business combination with Hennessy Capital Investment Corp. VII (HVII). The company appointed Ann Anthony as Chief Financial Officer to lead capital formation, project finance, treasury, controls and investor relations, drawing on prior public-company CFO and SEC-compliance experience.

ONE Nuclear also nominated Elizabeth Williams as its final independent director, creating a slate of four independent directors on a planned seven-member board effective upon closing of the business combination. Williams is expected to chair the Audit Committee and brings extensive global strategy, M&A and infrastructure experience, including oversight of strategic planning for $20 billion in institutional investments at a prior role.

ONE Nuclear and HVII reiterated that the business combination, which would result in ONE Nuclear becoming a U.S.-listed company on Nasdaq under ticker “ONEN,” is expected to close in the second half of 2026, subject to customary conditions. The SEC declared the Registration Statement on Form S-4 effective on August 3, 2026, and HVII has filed and is mailing a definitive Proxy Statement to shareholders of record as of July 31, 2026.

Hennessy Capital Investment Corp. VII is circulating information from ONE Nuclear Energy LLC about ONE Nuclear’s acquisition of Amino Sustainability Group, an energy and digital infrastructure development advisory firm. Amino’s founder, Christopher Hansmeyer, has been appointed Chief Development Officer to lead the full development lifecycle across ONE Nuclear’s project portfolio.

The acquisition is described as strengthening ONE Nuclear’s development capabilities and project pipeline for AI data centers and industrial energy campuses ahead of a planned Nasdaq listing. ONE Nuclear previously entered into a definitive Business Combination agreement with Hennessy VII that would result in ONE Nuclear becoming a U.S.-listed public company under the ticker “ONEN”, with closing anticipated in the second half of 2026, subject to customary conditions and shareholder approvals.

The press release emphasizes that many of ONE Nuclear’s commercial agreements are non-binding and that the transaction and business outlook are subject to numerous risks and uncertainties detailed in Hennessy VII’s Form 10-K and a registration statement on Form S-4, which includes a proxy statement/prospectus for Hennessy VII shareholders.

Glazer Capital, LLC and its managing member, Paul J. Glazer, report beneficial ownership of Class A ordinary shares of Hennessy Capital Investment Corp. VII. The reporting group holds 999,993 Class A shares, representing 5.08% of the class.

The shares are held by funds and managed accounts for which Glazer Capital serves as investment manager. The Reporting Persons have shared voting and dispositive power over 999,993 shares and no sole voting or dispositive power. They state that the filing should not be construed as an admission of beneficial ownership for all legal purposes.

Hennessy Capital Investment Corp. VII is a SPAC that had not begun operating activities as of June 30, 2026 and is focused on completing an Initial Business Combination. Total assets were $200.8 million, including $200.1 million of cash in a Trust Account invested in interest-bearing deposits.

For the six months ended June 30, 2026, the company reported net income of $1.49 million, driven by $3.35 million of interest on trust assets, partially offset by $1.87 million of general and administrative costs. Class A public shares subject to redemption totaled 19,000,000 at a redemption value of $10.53 per share. Working capital was $492,278.

The company has until January 21, 2027 to complete a business combination or liquidate the Trust. Management states that this deadline and limited liquidity raise substantial doubt about its ability to continue as a going concern. HVII has agreed to a proposed all-stock business combination with ONE Nuclear, valuing ONE Nuclear at $1.00 billion, and subsequent amendments extended the outside date to September 30, 2026 and increased a bridge note to ONE Nuclear to $620,000.

Hennessy Capital Investment Corp. VII entered into a Third Omnibus Amendment with ONE Nuclear Energy LLC and its merger subsidiary, modifying their Business Combination Agreement and related promissory note. The amendment extends the outside date to consummate the Business Combination from August 15, 2026 to September 30, 2026 and similarly extends the maturity of the promissory note.

The amendment also increases the maximum aggregate principal amount available under the promissory note for ONE Nuclear’s transaction-related expenses from $316,975.00 to $620,000.00. A registration statement on Form S-4 covering the merger was declared effective on August 3, 2026, and a definitive proxy statement is being mailed to HVII shareholders of record as of July 31, 2026 for the vote on the proposed Business Combination.