ONE Nuclear Energy Inc. (HVII) had 4,987,103 common shares acquired and held directly by New Circle Capital Solutions, LP (the Fund) under a prepaid share forward on September 23, 2026. The shares were purchased from redeeming holders and converted one-for-one from HVII Class A ordinary shares. The Fund was prepaid the number of shares times the $10.61 closing redemption price per share.
The reporting persons became beneficial owners of more than 10% upon acquisition, then ceased to be beneficial owners of more than 10% of the issuer’s common stock after business-combination share issuances later that day. The Fund may terminate the agreement in whole or part after closing; the issuer is entitled to receive the Initial Price times the terminated shares, reducible by mutual agreement. At maturity, 90 days after closing and extendable by written agreement, the Fund will return remaining shares and retain the Initial Price per share. NCCS GP, LLC is the Fund’s general partner, NCCS Management, LLC its investment manager, and Osman H. Ahmed and Walter V. Arnold are the investment manager’s co-managing partners. Each disclaims beneficial ownership except to the extent of a pecuniary interest.
ONE Nuclear Energy Inc. (HVII) reported that director Darryl Keith Willis does not beneficially own any of its securities. The Form 3 lists no transactions.
ONE Nuclear Energy Inc. reported that New Circle Capital Solutions LP acquired 4,987,103 Class A ordinary shares from third-party holders on September 23, 2026, under an agreement allowing purchases of up to 5,000,000 shares. The Fund paid approximately $52,863,292, or approximately $10.60 per share, initially using working capital. The shares converted one-for-one into common stock in the business combination, and the Issuer paid the Fund an approximately $53,185,758 prepayment on September 24.
As of September 30, the reporting persons reported beneficial ownership of 4,987,103 shares, or approximately 4.6%, using 108,258,979 shares outstanding as of September 23. Before the business combination closed, the purchased shares represented approximately 25.4% of 19,690,000 Class A ordinary shares then outstanding; after closing, the reporting persons’ ownership was below 5%. The Fund holds the shares; NCCS GP, LLC, NCCS Management, LLC, Walter V. Arnold, and Osman H. Ahmed were also named as reporting persons. Arnold and Ahmed are co-managing partners of the investment manager.
ONE Nuclear Energy Inc. completed the business combination on September 23, 2026: Hennessy Capital Investment Corp. VII was renamed, and its merger subsidiary merged into ONE Nuclear Energy LLC, which survived as a wholly owned subsidiary. ONE Nuclear Energy Inc. issued 94,253,842 shares to ONE Nuclear’s members as merger consideration, calculated using $1.00 billion and a $10.609647 redemption price per former public share. Members may receive up to 13.0 million additional shares if the $12.50, $15.00 and $17.50 share-price milestones are met. After closing issuances and redemptions, 108,258,979 shares were outstanding. Public shareholders redeemed 13,809,029 shares for approximately $146.5 million; about $1.7 million remained in the trust account and was used to partially fund the combination.
ONE Nuclear Energy LLC’s pre-combination financial statements reported $2,588 in cash, a $1.803 million net loss and a $2.736 million working-capital deficit for or as of June 30, 2026. Management said the liquidity condition raised substantial doubt about the LLC’s ability to continue as a going concern through twelve months from when the statements became available to be issued. The company also disclosed a $12.0 million B. Riley fee: $4.0 million payable in stock and $8.0 million payable in cash following closing.
Hennessy Capital Investment Corp. VII (HVII) is identified as the issuer, and Williams Elizabeth Suzanne is listed as a director in the Form 3 reporting-person data.
Hennessy Capital Investment Corp. VII (symbol: HVII) is the issuer of record for a Form 3 filing submitted to the SEC.
Hennessy Capital Investment Corp. VII reported that Taylor Richard David, its Chief Executive Officer, director and 10% owner, directly held 30,237,851 shares of common stock in the ownership entry dated September 23, 2026. The remarks state that the shares were issued in connection with the business combination consummated that day; Hennessy Capital Investment Corp. VII was renamed ONE Nuclear Energy Inc., and ONE Nuclear Energy, LLC became a direct, wholly-owned subsidiary.
Hennessy Capital Investment Corp. VII reports that its Chief Strategy Officer, director and 10% owner Robert Carilli directly held 30,237,851 common shares as of September 23, 2026. The shares were issued to him in connection with the business combination consummated that day, under which ONE Nuclear Energy, LLC became a direct, wholly owned subsidiary and Hennessy Capital Investment Corp. VII was renamed ONE Nuclear Energy Inc.
Hennessy Capital Investment Corp. VII (HVII) is identified as the issuer of record for a Form 3 naming Ann T. Anthony as Chief Financial Officer. The structured data contains no transaction rows, holding entries, or derivative positions. A separate remark refers to ONE Nuclear Energy Inc. and states that Ms. Anthony did not beneficially own securities of that company.
Hennessy Capital Investment Corp. VII (HVII), renamed ONE Nuclear Energy Inc., reported that Kevin Francis Dowd, its Chief Operating Officer, director and 10% owner, directly held 30,237,852 shares of common stock issued to him in connection with the business combination consummated on September 23, 2026. The business combination made ONE Nuclear Energy, LLC a direct, wholly-owned subsidiary of the renamed company.