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
February 13, 2026, Energy Intelligence published an article titled “US Demand, Friendly Policy Attract European Nuclear Firms,”
which quoted Richard Taylor, Co-Founder, Chief Executive Officer, and Chairman of the board of ONE Nuclear Energy LLC, with respect to
ONE Nuclear’s anticipated business combination with Hennessy Capital Investment Corp. VII. The full text of the article is available
at https://www.energyintel.com/0000019c-4ebb-d23e-abff-cfbf523c0000.
The
article included the below quotes from Mr. Taylor:
“The
market is so enormous,” said Richard Taylor, chief executive of US-based energy-campus developer ONE Nuclear. Taylor’s company,
which is in the process of becoming a publicly traded firm by merging with an already listed shell company, plans to deploy both gas
and SMR assets at dozens of sites across the US in the coming years.
ONE
Nuclear is evaluating multiple reactor suppliers — including Rolls-Royce SMR, Westinghouse, X-energy and TerraPower — selecting
designs based on customer load, siting constraints, supply chains and licensing timelines. “In some cases, an 80 MW SMR may be
more suitable than a 470 MW SMR,” Taylor said.
“It
helps enormously for a developer to have certainty and a line of sight to commercial operation date,” said ONE Nuclear’s
Taylor. “We want appropriate regulation … but reducing timelines from roughly 36 months to closer to 18 months in parts
of the process makes a real difference,” he told Energy Intelligence.
******
Forward-Looking
Statements
This
communication contains forward-looking statements, including but not limited to statements regarding our expectations, beliefs, intentions,
strategies, and projections. All statements other than statements of historical facts contained in this communication 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, expectations
of the management team of ONE Nuclear Energy LLC (“ONE Nuclear”) 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 communication and are based on the current beliefs and assumptions of ONE Nuclear and Hennessy
Capital Investment Corp. VII (“HVII”). ONE Nuclear and HVII 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
may not be completed in a timely manner or at all, which may adversely affect the price of HVII’s securities; (2) the failure to
satisfy the conditions to the consummation of the proposed business combination, including the adoption of the definitive agreements
related to the proposed business combination (the “Business Combination Agreement”) by the shareholders of HVII 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 proposed 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
proposed business combination on ONE Nuclear’s business relationships, performance, and business generally; (8) failure to realize
anticipated benefits from the proposed business combination; (9) the outcome of any legal proceedings that may be instituted against
ONE Nuclear or HVII related to the Business Combination Agreement or the proposed 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 HVII shareholders in connection with the proposed 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 HVII’s Annual Report on Form 10-K for the year ended December, 31, 2024, which
was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025, and other filings with the SEC, including
the registration statement on Form S-4 to be filed by HVII in connection with the proposed business combination. The foregoing list is
not exhaustive, and there may be additional risks that neither HVII nor ONE Nuclear presently know or that HVII and ONE Nuclear currently
believe are immaterial. ONE Nuclear and HVII 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
communication contains descriptions of certain non-exclusive, key business relationships of ONE Nuclear, including with Rolls-Royce Solutions
America, Inc. (“Rolls-Royce SA”). 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 latest available
information and estimates as of the date of this communication. In each case, no definitive agreements with such counterparties have
been executed as of the date of this communication and there can be no assurance that definitive agreements with such business partners
will be executed. In addition, unless and until a definitive agreement is entered into with site developers, ONE Nuclear has no rights
to any sites in the US. ONE Nuclear continuously explores locations and arrangements for the deployment of ONE Nuclear’s business
plan, though no assurances can be made such efforts will be successful.
Important
Information for Investors and Shareholders
In
connection with the proposed business combination, HVII has filed with the SEC, on December 23, 2025, a registration statement on Form
S-4 (the “Registration Statement”), which includes a preliminary prospectus with respect to the securities to be issued in
connection with the proposed business combination and a proxy statement to be distributed to holders of HVII’s ordinary shares
in connection with HVII’s solicitation of proxies for the vote by HVII’s shareholders with respect to the proposed business
combination and other matters described in the Registration Statement (the “Proxy Statement”). After the SEC declares the
Registration Statement effective, HVII plans to file the definitive Proxy Statement with the SEC and to mail copies to shareholders of
HVII as of a record date to be established for voting on the proposed business combination.
This
communication does not contain all the information that should be considered concerning the proposed business combination and is not
a substitute for the Registration Statement, Proxy Statement or for any other document that HVII may file with the SEC. Before making
any investment or voting decision, investors and security holders of HVII 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 proposed business combination as they become available because they will contain important information
about ONE Nuclear, HVII and the proposed business combination.
Investors
and security holders will be able to obtain free copies of the Registration Statement on Form S-4, the Proxy Statement and all other
relevant documents filed or that will be filed with the SEC by HVII through the website maintained by the SEC at www.sec.gov. In addition,
the documents filed by HVII may be obtained free of charge from HVII’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 communication is not incorporated by reference into, and is not a part of, this communication.
Participants
in the Solicitation
HVII,
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 HVII’s shareholders in connection with the proposed
business combination. For more information about the names, affiliations and interests of HVII’s directors and executive officers,
please refer to HVII’s Annual Report on Form 10-K filed with the SEC on March 31, 2025, and the Registration Statement, Proxy Statement
and other relevant materials filed with the SEC in connection with the proposed 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 HVII’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
communication 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 proposed 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.
