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
August 18, 2026, ONE Nuclear Energy LLC published the following press release:
ONE
Nuclear Energy Appoints Ann Anthony as Chief Financial Officer and Nominates Elizabeth Williams to its Board of Directors
Appointments
significantly enhance the Company’s corporate governance framework, completing its majority-independent director slate and establishing
public-company finance leadership ahead of its planned Nasdaq listing
WEST
PALM BEACH, Fla.—(BUSINESS WIRE)— ONE
Nuclear Energy LLC (“ONE Nuclear” or the “Company”), an independent developer of large-scale energy infrastructure
powered by natural gas and advanced nuclear technologies, today announced a series of key executive and board appointments that significantly
bolster the Company’s governance framework and financial leadership.
ONE
Nuclear has appointed industry veteran Ann Anthony as Chief Financial Officer. Additionally, the Company announced the nomination of
Elizabeth Williams as its final independent director, completing the lineup of nominee independent directors on the ONE Nuclear board
alongside Darryl Willis, Kyle Crowley, and Dan Hennessy. These appointments mark a critical milestone in establishing an institutional-grade
public company governance structure ahead of ONE Nuclear’s planned business combination with Hennessy Capital Investment Corp.
VII (NASDAQ: HVII), which is expected to close in the third quarter of 2026.
“Ann
Anthony brings an outstanding track record of public company financial leadership, complex capital raising, and rigorous risk management,”
said Richard Taylor, Chairman and CEO of ONE Nuclear. “Furthermore, finalizing our nominee slate of independent directors with
Elizabeth Williams, joining Darryl, Kyle, and Dan, gives us a world-class board with deep expertise spanning corporate strategy, utility
operations, energy technology, capital markets, and public company oversight. We are thrilled to welcome Ann and Elizabeth to ONE Nuclear
as we execute our growth strategy.”
Chief
Financial Officer Appointment
In
her role as CFO, Anthony will lead capital formation, project finance, treasury, controls and investor relations. She has helped raise
significant amounts of public and private debt and equity across a career spanning regulated utilities, energy infrastructure and venture-stage
development.
Ms.
Anthony joins ONE Nuclear from Oberon Fuels, where she was Chief Financial Officer. She was previously CFO of OPAL Fuels Inc. (NASDAQ:
OPAL), where she guided the company through its de-SPAC transition to the public market, managed SEC compliance, and
built out a public-company financial framework. Ms. Anthony also held senior executive roles including Principal Financial Officer at
South Jersey Industries Utilities (SJIU), Vice President & Treasurer, and Corporate Secretary at South Jersey Industries, Inc. (SJI),
when the company was a $2 billion public energy holding company. She holds a BS and an MBA in Finance from St. Joseph’s University.
“ONE
Nuclear is uniquely positioned at the intersection of energy security, rapid industrial load growth, and clean power generation,”
said Ann Anthony, CFO of ONE Nuclear. “I am excited to join the team at this transformative stage and look forward to building
a resilient capital structure ahead of ONE Nuclear’s pipeline with disciplined project finance, clean controls, and the reporting
rigor public investors expect from day one.”
Board
of Directors Nominees
With
the nomination of Elizabeth Williams, ONE Nuclear has established a highly qualified slate of four independent directors on its board,
effective upon the closing of the business combination.
The
board would be comprised of seven directors, four of whom are independent, maintaining the Company’s commitment to strong, independent
board oversight.
Ms.
Williams brings multi-decade global expertise in corporate strategy, M&A execution, and infrastructure sustainability to her role
as independent director. She currently serves as an Independent Board Director for Innventure (NASDAQ: INV) and Audit Committee
Chair for Hennessy Capital Investment Corp. VIII (NASDAQ: HCICU). Her executive background includes serving as SVP of Strategy and Corporate
Development at Tenneco, Head of Corporate Strategy (SVP) at ABB in Zurich overseeing strategic planning for $20 billion in institutional
investments, and VP of Corporate Strategy at Maersk. Ms. Williams is the Founder and Managing Partner of & Minds Partners and holds
a B.A. in Economics from Stanford University and an MBA from the University of Chicago. She is expected to chair the Audit Committee
of the ONE Nuclear board.
“Deploying
reliable, scalable energy solutions to meet modern power needs requires clear strategic vision and disciplined corporate governance,”
said Elizabeth Williams. “ONE Nuclear’s integrated strategy and leadership platform are exceptional, and I look forward to
working alongside my fellow board members to support the Company’s governance and long-term execution.”
Also
nominated to the board:
| ● | Kyle
Crowley —formerly SVP of Corporate Finance & Development at Exelon Corporation,
with $38 billion+ of transaction execution experience. |
| ● | Darryl
Willis — expected Compensation Committee Chair; Corporate Vice President, Energy
& Resources at Microsoft; previously Google Cloud and BP. |
| ● | Dan
Hennessy — expected Governance Committee Chair; Managing Member of Hennessy Capital
Group and a veteran public company sponsor and director. |
About
ONE Nuclear
ONE
Nuclear is an independent developer of scalable energy solutions powered by advanced technologies. ONE Nuclear’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.
On
October 23, 2025, ONE Nuclear announced that it had entered into a definitive agreement for a business combination with Hennessy Capital
Investment Corp. VII (NASDAQ: HVII) (“Hennessy VII”) in a transaction that, upon closing, would result in ONE Nuclear
becoming a U.S.-listed public company. The combined company is expected to be listed on the Nasdaq exchange under the ticker symbol “ONEN”
following an anticipated transaction close in the second half of 2026, subject to satisfaction of customary closing conditions. For more
information visit https://www.onenuclearenergy.com/newsroom.
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 (the “Business Combination Agreement”) 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 Agreement; (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 Agreement; (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 Proxy Statement (as defined below) and other relevant materials
filed with the SEC 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 knows 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
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”). The SEC declared the Registration Statement effective on August 3, 2026 and Hennessy VII has filed the definitive
Proxy Statement with the SEC and will be mailing copies to shareholders of Hennessy VII as of July 31, 2026, the record date to vote
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 filed or 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,
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.
onenuclear@icrinc.com
For
Media:
Matt Dallas – ICR, Inc.
onenuclear@icrinc.com
