Filed
under Rule 425
under
the Securities Act of 1933, as amended
and
deemed filed under Rule 14a-12
of
the Securities Exchange Act of 1934, as amended
Filing
by: Hennessy Capital Investment Corp. VII
Subject
Company: Hennessy Capital Investment Corp. VII
SEC
File No.: 001-42479
On
May 5, 2026, Hennessy Capital Investment Corp. VII and ONE Nuclear Energy LLC published the following press release:
Hennessy
Capital Investment Corp. VII Announces Initiation of Analyst Coverage by Benchmark Company and May 6th Fireside Chat
Executives
from ONE Nuclear and Hennessy VII to participate in fireside chat on May 6, 2026, hosted by Benchmark Company
WEST
PALM BEACH, Fla. & ZEPHYR COVE, Nev.—(BUSINESS WIRE)—Hennessy Capital Investment Corp. VII (NASDAQ: HVII) (“Hennessy
VII”) and ONE Nuclear Energy LLC (“ONE Nuclear”), an independent developer of large-scale energy solutions powered
by natural gas and advanced nuclear technologies, today announced that The Benchmark Company, LLC, a subsidiary of StoneX Group Inc.
(“Benchmark”), has initiated coverage of Hennessy VII in connection with its proposed business combination with ONE Nuclear,
with a “Buy” rating and a price target of $17.00 per share.
The
initiation was published by Benchmark’s senior energy analyst, Subash Chandra, CFA, on April 28, 2026.
The
report, titled “Recips (& Nukes) To The Rescue As Power Emerges As Primary AI Constraint,” is available to eligible investors
through Benchmark’s research distribution channels.
Benchmark
Equity Research is the research division of Benchmark, providing institutional-quality equity research across multiple sectors including
Energy Transition, Technology, Healthcare, and Financial Services.
Richard
Taylor, CEO of ONE Nuclear, commented: “Benchmark’s positive independent assessment reinforces the compelling value of our
long-term approach to fast-track gas and nuclear energy. The report recognizes the significant opportunities ahead for ONE Nuclear to
develop own and operate baseload energy solutions, behind the meter and grid connected, with our strong relationships and access to
multiple technologies. Benchmark has captured both the near-term prospects for our business and the long-term potential of our differentiated
model in the evolving gas and nuclear landscape. We look forward to discussing this further at the Fireside Chat on 6 May.”
Fireside
Chat Scheduled for May 6, 2026 (12:00pm ET)
Executives
from Hennessy VII and ONE Nuclear, including Daniel J. Hennessy, Chairman and Chief Executive Officer of Hennessy VII, and Richard Taylor,
Co-Founder and CEO of ONE Nuclear, will participate in a fireside chat hosted by Benchmark. The event is scheduled for 12:00pm ET on
Wednesday, May 6, 2026.
Please
e-mail onenuclear@icrinc.com at least 30 minutes before the event begins to receive instructions on how to access the event.
Additional
information can be found at ONE Nuclear’s investor website at www.onenuclearenergy.com/investors.
About
the Business Combination
Hennessy
VII entered into a business combination agreement with ONE Nuclear on October 23, 2025, pursuant to which, following consummation of
the proposed transaction, the combined company is expected to be listed on Nasdaq under the ticker symbol “ONEN”. Completion
of the proposed transaction is subject to approval by Hennessy VII’s shareholders, the registration statement relating to the proposed
transaction being declared effective by the SEC, and other customary closing conditions.
ONE
Nuclear is an independent developer of large-scale energy parks powered by natural gas and advanced nuclear small modular reactor (SMR)
technologies. ONE Nuclear’s platform is designed to deliver reliable, baseload power at scale to energy-intensive customers, including
data centers, industrial users, and grid infrastructure.
The
proposed transaction is expected to provide up to approximately $210 million in gross proceeds, from a combination of anticipated PIPE
proceeds and up to $195 million of cash held in Hennessy VII’s trust account, before accounting for potential redemptions and transaction
expenses. Proceeds are expected to be used to support ONE Nuclear’s development activities and to fund transaction-related costs.
About
Hennessy VII
Hennessy
VII (NASDAQ: HVII) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization, or similar business combination with one or more businesses or entities, with a focus on identifying and acquiring companies
in the industrial technology and energy transition sectors. For additional information, please visit www.hennessycapital7.com.
About
ONE Nuclear
ONE
Nuclear is an independent developer of scalable energy solutions powered by natural gas and advanced nuclear SMR technology. ONE’s
approach seeks to meet rapidly growing energy demand with a fast-to-market and fully integrated platform to develop, own and operate
utility-scale natural gas and advanced nuclear power generation to serve industrial and grid applications. ONE Nuclear is committed to
advancing clean energy deployment through innovative nuclear technologies and strategic site development. For additional information,
please visit www.onenuclearenergy.com.
Forward-Looking
Statements
This
press release contains forward-looking statements, including but not limited to statements regarding ONE Nuclear’s and Hennessy
VII’s expectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts
contained in this press release are forward-looking statements. These statements are based on current expectations and assumptions and
are subject to risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,”
“believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,”
“will,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements
contain these identifying words, and the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements include, without limitation, ONE Nuclear’s management team’s expectations concerning the outlook for its business,
productivity, plans, growth and capital investments, operational and cost performance, revenue generation, development timelines, potential
generation capacities of specific sites, regulatory outlook, future market conditions, success of strategic relationships, developments
in the capital and credit markets, expected future financial performance, as well as demand for nuclear energy and the economic outlook
for the nuclear energy industry.
Forward-looking
statements speak only as of the date of this press release and are based on ONE Nuclear’s and Hennessy VII’s current beliefs
and assumptions. ONE Nuclear and Hennessy VII undertake no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events, or otherwise, except as required by law. Actual results may differ materially due to various
risks and uncertainties, including but not limited to: (1) the risk that the proposed business combination (the “Business Combination”)
may not be completed in a timely manner or at all, which may adversely affect the price of Hennessy VII’s securities; (2) the failure
to satisfy the conditions to the consummation of the Business Combination, including the adoption of the definitive agreements related
to the Business Combination by the shareholders of Hennessy VII and the receipt of certain regulatory approvals; (3) market risks; (4)
the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination; (5) changes
in transaction structure of the Business Combination due to regulatory or legal requirements; (6) the ability to meet listing standards;
(7) the effect of the announcement or pendency of the Business Combination on ONE Nuclear’s business relationships, performance,
and business generally; (8) failure to realize anticipated benefits from the Business Combination; (9) the outcome of any legal proceedings
that may be instituted against ONE Nuclear or Hennessy VII related to the Business Combination or the Business Combination; (10) ONE
Nuclear’s ability to execute on its business plan and to develop and maintain key strategic relationships and enter into definitive
agreements in connection therewith; (11) competition in ONE Nuclear’s industry; (12) transaction-related costs; (13) the risk that
changes in laws or regulations adversely affect ONE Nuclear’s business plans and operations; (14) adverse economic or competitive
conditions; (15) the level of redemptions by Hennessy VII shareholders in connection with the Business Combination; (16) the risk that
ONE Nuclear may not be able to successfully develop its exclusive sites or other sites and the commercial viability of any such site;
(17) the risk that ONE Nuclear will be unable to raise additional capital to execute its business plan, which may not be available on
acceptable terms or at all; and (18) other risks and uncertainties described in Hennessy VII’s Annual Report on Form 10-K for the
year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2026,
and other filings with the SEC, including the registration statement on Form S-4 (the “Registration Statement”), the preliminary
proxy statement/prospectus and other relevant materials filed by Hennessy VII in connection with the Business Combination from time to
time. The foregoing list is not exhaustive, and there may be additional risks that neither Hennessy VII nor ONE Nuclear presently know
or that Hennessy VII and ONE Nuclear currently believe are immaterial. ONE Nuclear and Hennessy VII caution you against placing undue
reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date
a forward-looking statement is made.
ONE
Nuclear’s Commercial Agreements are Non-Binding
This
press release contains descriptions of certain non-exclusive, key business relationships of ONE Nuclear, including with Rolls-Royce,
Black & Veatch, FutureWorx, and other business partners. These descriptions are based on the ONE Nuclear management team’s
discussions with such counterparties, the terms of certain existing non-binding collaboration agreements with such counterparties, and
the latest available information and estimates as of the date of this press release. In each case, such descriptions are subject to negotiation
and execution of definitive agreements with such counterparties, which have not been completed as of the date of this press release.
As a result, such descriptions of key business relationships of ONE Nuclear, including with Rolls-Royce, Black & Veatch, and FutureWorx,
remain subject to change, and there can be no assurance that definitive agreements with such business partners will be executed or, if
executed, that the terms of such definitive agreements will not vary materially from those described herein.
Important
Information for Investors and Shareholders
In
connection with the Business Combination, Hennessy VII has filed with the SEC the Registration Statement, which includes a preliminary
prospectus with respect to the securities to be issued in connection with the Business Combination and a proxy statement to be distributed
to holders of Hennessy VII’s ordinary shares in connection with Hennessy VII’s solicitation of proxies for the vote by Hennessy
VII’s shareholders with respect to the Business Combination and other matters described in the Registration Statement (the “Proxy
Statement”). After the SEC declares the Registration Statement effective, Hennessy VII plans to file the definitive Proxy Statement
with the SEC and to mail copies to shareholders of Hennessy VII as of a record date to be established for voting on the Business Combination.
This
press release does not contain all the information that should be considered concerning the Business Combination and is not a substitute
for the Registration Statement, Proxy Statement or for any other document that Hennessy VII may file with the SEC. Before making any
investment or voting decision, investors and security holders of Hennessy VII and ONE Nuclear are urged to read the Registration Statement
and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed
with the SEC in connection with the Business Combination as they become available because they will contain important information about
ONE Nuclear, Hennessy VII and the Business Combination.
Investors
and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents
filed or that will be filed with the SEC by Hennessy VII through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed by Hennessy VII may be obtained free of charge from Hennessy VII’s website at https://www.hennessycapital7.com or by directing
an email request to info@hennessycapitalgroup.com. The information contained on, or that may be accessed through, the websites referenced
in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants
in the Solicitation
Hennessy
VII, ONE Nuclear and their respective directors, executive officers and other members of management and employees may, under the rules
of the SEC, be deemed to be participants in the solicitations of proxies from Hennessy VII’s shareholders in connection with the
Business Combination. For more information about the names, affiliations and interests of Hennessy VII’s directors and executive
officers, please refer to Hennessy VII’s annual report on Form 10-K filed with the SEC on March 6, 2026 and the Registration Statement,
the Proxy Statement and other relevant materials filed with the SEC in connection with the Business Combination from time to time. Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may,
in some cases, be different than those of Hennessy VII’s shareholders generally, are included in the Registration Statement and
the Proxy Statement. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy
Statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources
indicated above.
No
Offer or Solicitation
This
press release shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended.
This press release shall not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase,
any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities
in the Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as
amended, or an exemption therefrom.
Contacts
For
Investors: Caldwell Bailey – ICR, Inc.
For
Media: Matt Dallas – ICR, Inc.
onenuclear@icrinc.com
