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Hennessy Capital VII (HVII) backs ONE Nuclear’s AI buildout

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

Amino’s acquisition has undisclosed economics, while the effective registration statement does not mean the Hennessy–ONE Nuclear combination has closed.

ONE Nuclear reports that it acquired Amino Sustainability Group and appointed Amino’s founder Christopher Hansmeyer as chief development officer.

The acquisition’s terms were not disclosed, so this filing establishes the business and leadership change but does not allow the consideration, transaction economics, or ownership effect to be sized.

Separately, the proposed combination of ONE Nuclear and Hennessy Capital Investment Corp. VII remains subject to shareholder approval, regulatory approvals, and other closing conditions; it is not reported as completed.

The filing’s boilerplate refers to a preliminary registration statement and a future effectiveness step, but supplied records show the registration statement became effective on August 4, 2026. Thus, registration is effective while the business combination remains pending; the stated resolution path is a definitive proxy and shareholder vote followed by satisfaction of the closing conditions.

Sources and calculations
Hansmeyer industry experience over 28 years Experience directing complex energy, water, and digital infrastructure developments across North America
Capacity overseen by Hansmeyer over 50 gigawatts Responsibility for power development capacity at large organizations
Expected business combination close second half of 2026 Anticipated closing period for the ONE Nuclear–Hennessy VII business combination
Business Combination financial
"the proposed business combination (the “Business Combination”) may not be completed"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
registration statement on Form S-4 regulatory
"including the registration statement on Form S-4 (the “Registration Statement”)"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
proxy statement/prospectus regulatory
"includes a preliminary proxy statement/prospectus and other relevant materials"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
forward-looking statements regulatory
"This press release contains forward-looking statements, including but not limited to"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
non-binding collaboration agreements financial
"terms of certain existing non-binding collaboration agreements with such counterparties"

FAQ

What transaction involving Amino Sustainability Group did HVII’s partner ONE Nuclear announce?
ONE Nuclear announced it acquired Amino Sustainability Group, an advisory firm focused on energy and digital infrastructure development. The deal adds proprietary development methodologies and institutional playbooks intended to accelerate project execution across ONE Nuclear’s portfolio.

What new executive role was created at ONE Nuclear in connection with the Amino acquisition mentioned by HVII?
ONE Nuclear appointed Christopher Hansmeyer, Amino’s Founder and Managing Partner, as Chief Development Officer. He will oversee the full development lifecycle, from site origination through permitting and community engagement to final investment decisions.

What is the planned Nasdaq ticker and expected closing timing for the ONE Nuclear–HVII business combination?
The combined company is expected to trade on Nasdaq under the ticker “ONEN”, with closing of the business combination anticipated in the second half of 2026, subject to customary closing conditions and required shareholder and regulatory approvals.

What regulatory filings has HVII made regarding its business combination with ONE Nuclear (HVII)?
Hennessy VII has filed a registration statement on Form S-4 with the SEC, including a preliminary proxy statement/prospectus. A definitive proxy statement will be mailed to shareholders after effectiveness, and investors are urged to review these documents for detailed information.

What risks and uncertainties affecting the HVII–ONE Nuclear business combination are highlighted?
The disclosure cites numerous risks, including potential failure to complete the business combination, shareholder approvals, regulatory consents, market conditions, redemptions, transaction-related costs, capital-raising needs, development risks at ONE Nuclear’s sites, and competition within its industry.

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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 11, 2026, ONE Nuclear Energy LLC published the following post on LinkedIn:

 

 

******

 

On August 11, 2026, ONE Nuclear Energy LLC published the following press release:

 

ONE Nuclear Acquires Amino Sustainability Group and Appoints Industry Veteran Christopher Hansmeyer as Chief Development Officer

 

Acquisition adds proprietary development methodology and institutional playbooks to accelerate project execution for AI data centers and integrated industrial energy campuses ahead of ONE Nuclear’s 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, today announced the acquisition of Amino Sustainability Group (“Amino”), a specialized energy and digital infrastructure development advisory firm. Terms of the transaction were not disclosed.

 

In conjunction with the acquisition, Christopher Hansmeyer, Founder and Managing Partner of Amino, has been appointed Chief Development Officer of ONE Nuclear. In this role, Hansmeyer will lead the full development lifecycle across the company’s portfolio, from site origination through community engagement, interconnection and permitting, to a final investment decision.

 

 

 

 

The Amino acquisition significantly strengthens ONE Nuclear’s development team, expands ONE’s project pipeline, and accelerates its speed to generating first revenues. Integrating Amino’s proprietary development methodologies and multi-disciplinary platform into ONE’s operations strengthens the Company’s ability to move projects rapidly from site origination to power generation.

 

“Speed to market, site control and regulatory alignment are key drivers of competitive advantage in scaling energy infrastructure for AI and industrial demand,” said Richard Taylor, Chairman and CEO of ONE Nuclear. “By combining Amino’s disciplined development platform with ONE Nuclear’s strategic sites, designs and technology access, we have created an end-to-end operational platform designed to de-risk projects and deliver power fast. We’re delighted to have Chris on board.”

 

Hansmeyer brings over 28 years of experience directing complex energy, water, and digital infrastructure developments across North America. He has led power development for large organizations with responsibility for over 50 gigawatts of capacity, and held executive roles at leading renewable energy and infrastructure platforms including Abengoa (Atlantica Sustainable Infrastructure), LG Electronics and Lightsource bp.

 

“Infrastructure development requires synchronized alignment across landowners, regulators, utilities, hyperscale customers, and capital providers long before construction begins,” said Christopher Hansmeyer, Chief Development Officer of ONE Nuclear. “Integrating Amino’s playbooks and execution framework into ONE Nuclear creates an agile development engine capable of meeting the urgent power requirements of the modern economy. By combining Amino’s development platform with One Nuclear’s sites and access to technologies, we are creating one of the industry’s most capable organizations for delivering energy infrastructure at the speed demanded by the US economy.”

 

The acquisition further strengthens ONE Nuclear’s position as it continues building an integrated platform to provide reliable, scalable, and sustainable energy solutions.

 

About Amino Sustainability Group

 

Amino Sustainability Group is a strategic infrastructure development advisory firm specializing in project development, owner’s representation, site selection, permitting strategy, community engagement, commercial negotiations, and transaction support across power generation, transmission, digital infrastructure, data centers, and integrated energy parks. Guided by its philosophy, “The Building Blocks of a Sustainable Future,” Amino helps clients reduce execution risk, shorten time-to-market, and maximize project value through proven development methodologies.

 

About ONE Nuclear

 

ONE Nuclear is an independent developer of scalable energy solutions powered by technologies including natural gas and advanced nuclear SMR technology. 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 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, 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

 

 

 

Source: View Original Filing on SEC EDGAR