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
June 10, 2026, Richard Taylor, Co-Founder, Chief Executive Officer and Chairman of the board of ONE Nuclear LLC, Coen Weddepohl, Chief
Financial Officer of ONE Nuclear Energy LLC, and Kevin Dowd, Chief Operating Officer of ONE Nuclear Energy LLC, participated in a recorded
webinar hosted by UBS Securities LLC. A transcript of the webinar is set forth below.
Jon
Windham: Welcome, everyone, to the third call in the UBS Energy Transition Call Series. I’m your host, Jon Windham, Head of Clean
Energy Equity Research at UBS, joined by my colleague David, who will participate in the Q&A section. Today we’re speaking with ONE
Nuclear Energy, a baseload power platform that develops and operates large-scale power infrastructure combining natural gas generation
with advanced nuclear small modular reactors. On the call from the ONE Nuclear team we have co-founder and Chairman Richard Taylor, CFO
and co-founder Coen Weddepohl, and co-founder and COO Kevin Dowd. A couple of notes for the audience. This is part of a series of roughly
40 calls we’re hosting in May and June with energy company leaders. It’s been a remarkably active time in energy — particularly
electricity in the US — with more change in electricity demand in the past two years than in the previous 25. We thought it would
be valuable to get leading companies on the line to discuss what they’re seeing and doing, to help investors understand where the next
opportunities are.
On
disclosures: as a UBS research analyst I’m required to provide certain disclosures regarding my relationship and that of UBS with any
company discussed today. These are available at ubs.com/disclosures, or feel free to reach out and I can email them after the call. If
you’d like to ask a question live, please use the raise-your-hand function. For anonymous questions, email me and I’ll work them into
the conversation. Richard, welcome.
Richard
Taylor: Thanks, Jon, and good morning and afternoon to everyone on the call. The UBS series has an intriguing objective — highlighting
investment opportunities in the complex, nonlinear transition from fossil fuels to renewable energy. We’ll take on that challenge today.
I’ll start by talking about how ONE Nuclear is navigating the energy transition in some distinctive ways, and then we can open up for
questions.
Jon
Windham: Perfect. Please assume some investors on the call haven’t done any homework, so a level-set introduction would be very helpful.
Richard
Taylor: Of course. ONE Nuclear Energy provides baseload energy for the US economy. We’re an independent power producer — a
developer, owner, and operator of power generation assets. Our team has decades of experience in energy, finance, and delivery of major
projects. We founded the company to solve one of the biggest challenges facing the US: the enormous demand for energy during the transition
to sustainable power, and in particular the shortage of reliable baseload electricity. Our near-term focus is on delivering fast-track
natural gas power behind the meter — to generate early revenues and de-risk the business. We have access to reciprocating engines
as the best near-term solution, and we use our gas power as a bridge to delivering advanced nuclear generation over time. We believe
nuclear is the long-term solution for clean, sustainable baseload energy. We are technology-agnostic, we have a multi-site strategy,
and we’re now excited to be going public via our merger with Hennessy VII and a parallel PIPE process, which will fund our large gigawatt-scale
projects and provide long-term capital markets access.
The
demand for energy is the starting point of our strategy. The problem we’re solving is the shortage of baseload energy for the US economy
— driven by decades of underinvestment, the retirement of aging coal and gas plants, and the rapid growth of data centers and broader
electrification. Two key demand factors drive our strategy: rapid AI and data center growth, with reliable baseload demand from data
centers projected to double or triple by 2028; and the grid interconnection backlog, where data centers that would normally connect to
the grid now face an average wait of more than four years, creating a strong commercial opportunity for behind-the-meter solutions.
Our
business model has five key differentiators. First, a long-term develop, own, and operate model — we don’t build and flip, and
this long-term mindset lets us align closely with customers and technology, building strong partnerships with communities and business
partners. Second, fast-track gas power as the bridge to nuclear — we deploy high-efficiency natural gas generation first, targeting
behind-the-meter operation by 2028, while funding and de-risking the longer-term path to SMRs in the 2030s. Third, technology agnosticism
across gas and nuclear — on the nuclear side we work with Rolls-Royce SMR and Westinghouse (Generation III+) as well as X Energy
and TerraPower (Generation IV), and on the gas side we have fast access to Rolls-Royce Solutions America reciprocating engines. Fourth,
a robust multi-site development pipeline — we have a portfolio of over 75 sites, with focus on our top three in active development,
targeting one gigawatt online by end of 2029 and up to 15 gigawatts of combined gas and nuclear capacity by 2033. Fifth, strong strategic
relationships and execution capability — partners include Cushman & Wakefield for site access; Rolls-Royce Solutions America
for gas engines; Gleeds and other EPCs for engineering and construction; FutureWorx for program management; BP Energy for power commercialization
and off-take; and Quadrant Nuclear Industries for nuclear operational training.
Our
core team includes Coen Weddepohl as CFO and Chief Investment Officer, Kevin Dowd as COO and co-founder, Rob Carilli as Chief Strategy
Officer, and myself. I studied engineering at Cambridge, hold an MBA from Warwick, and am a Fellow of the Institution of Civil Engineers.
I spent 25 years at BP across international exploration and production, led the gas marketing and power development team in Latin America,
and served as CEO of BP Brazil, where we acquired a sugarcane-to-ethanol biofuels business with associated power plants. For the past
18 years I’ve co-founded and developed energy businesses in Africa, India, Brazil, and now ONE Nuclear in the US. Coen has deep experience
in energy infrastructure, quantitative hedge funds, and private equity, including as Managing Director at Green Rock Capital. He focuses
on capital formation, new business, and risk management — we first worked together 17 years ago in Brazil. Kevin is a lawyer with
25 years of experience in financial and operational restructuring, with sector expertise in energy, manufacturing, and defense. Our advisory
board brings political, regulatory, nuclear, and insurance depth: Joe Gruters (RNC Chairman), Florida State Senator Chris LaCivita, Professor
Robert Hayes of NC State and Savannah River Lab for nuclear technical oversight, Margo Black (ex-Swiss Re CEO), and Slater Bayliss. On
our main board as independent directors we have Kyle Crowley (30 years at Exelon and Constellation) and Darryl Willis (Corporate VP for
Energy & Resources at Microsoft, formerly Google and BP).
Our
gas strategy centers on reciprocating engines — specifically Rolls-Royce engines from the production line in Augsburg. Compared
to large gas turbines, reciprocating engines offer significant advantages: they can be delivered in roughly 12 months versus five years;
they can be generating electrons within two years versus eight to ten for turbines; they carry approximately one-third the overnight
capital cost; and they provide fast-start and load-following capability that data center operations require. Fast-track gas also provides
early revenues that de-risk the site, the business, and the path to nuclear. I’ll hand over to Coen to discuss the illustrative unit
economics.
Coen
Weddepohl: Thanks, Richard. I want to touch on a critical aspect of our strategy: the deliberate choice to use smaller reciprocating
gas engines as the core of our power campus, onto which we then layer larger turbines over time. In the case of Rolls-Royce engines,
each unit is 2.5 megawatts, so a one-gigawatt campus would have 400 units rather than three or four large gas turbines — which
is the conventional utility model. The conventional model works fine for front-of-meter builds, but grid connection timelines are so
long that the utility model no longer works in our world. That forces us into behind-the-meter, where we specialize. To meet the fickle
load of AI compute with three- or four-nines reliability, you need gas engines. In addition to cost — overnight capex roughly one-third
that of large turbines — engines are far better on load following, which is critical for AI workloads. AI load can drop 80% in
microseconds. Large turbines take 10 minutes to ramp down 50%; gas engines can do it in 30 to 35 seconds. Modularity also matters: we
can phase equipment orders over 12 months rather than placing a single large order, giving us granular control to align with the data
center developer’s buildout schedule. We also require only about 8% redundancy versus 50–65% for large turbines — a massive
capex difference. On unit economics: gas engines cost us under $1,000 per kW versus approximately $3,000 per kW for large turbines. We
receive a reliability premium on top of the power cost because we’re delivering behind-the-meter certainty rather than grid power —
without the queue risk or grid upgrade costs a traditional interconnecting project would bear. Gas commodity costs are passed through
to the data center tenant, so we have no commodity exposure. Revenue is locked in via 15-year inflation-linked PPAs with single-A+ rated
counterparties. We also have no tariff exposure, as that is wrapped into pricing. The result is EBITDA margins close to 50% — stable,
long-term infrastructure cash flows rather than a technology bet.
Richard
Taylor: Our first three development sites are in active development, with investment decisions targeted in 2026 and 2027. East Texas:
1,600 acres, targeting behind-the-meter gas power by 2028, one gigawatt by end of 2029, and two gigawatts of nuclear SMRs by 2034, with
capacity for up to six gigawatts total, fiber and data access, natural gas supply, and transmission lines in prime ERCOT territory. New
Mexico: 6,000 acres, where ONE Nuclear is the exclusive energy developer for the initial one gigawatt with phased expansion to 10 gigawatts
planned, PPAs and final investment decisions expected in 2027, and large-scale access to gas and transmission infrastructure with a planned
dedicated data center campus and industrial development. Washington: 7,200 acres with up to six gigawatts of SMR capacity for data centers
and industrial loads. We expect the development pipeline to reach up to 15 gigawatts of cumulative capacity by 2033, with six gigawatts
of gas and nine gigawatts of nuclear underway at that point.
Jon
Windham: Thank you — you’re right in the middle of the most interesting thing happening in electricity in my lifetime. A few
follow-up questions. First, on business model clarity: you’ve described a develop, own, and operate approach. Are you open to recycling
capital by monetizing some assets over time, or do you intend to carry everything on your balance sheet?
Richard
Taylor: Our focus is long-term ownership and growing the asset base. Recycling is always a possibility — it depends on whether
someone values what we’ve built more than we do. But our mission is to develop, own, and operate for the long term.
Jon
Windham: A key differentiator seems to be your access to reciprocating engine supply. Can you talk about where that relationship
comes from and why you believe it’s a real competitive advantage?
Richard
Taylor: We started our relationship with Rolls-Royce about four years ago — around the same time they launched Rolls-Royce
SMR. As we brought gas into the business, we negotiated a strategic collaboration agreement with Rolls-Royce Solutions America, giving
us access to their Augsburg production line. It’s taken years to develop the trust and relationships with the technology supplier —
they want to know equipment is going to real projects, not into a warehouse. That two-way relationship gives us line of sight to the
right quantities, timing, and pricing for our projects.
Jon
Windham: Is that supply access for the first three sites up to one gigawatt, or across all your projects?
Richard
Taylor: For all our projects — we break every project into phases. We can start generating income at 200 MW, 400 MW, 600 MW,
without waiting for the full plant to be built. Equipment orders are similarly phased to match the timeline.
Jon
Windham: What’s the expected economic life of the reciprocating engines, and how does that fit into the bridge concept?
Richard
Taylor: Coen, do you want to take the engine lifecycle and how the PPA fits in?
Coen
Weddepohl: Great question — it goes to the heart of the opportunity. We’re assuming a 20-year project life. The economic life
of the reciprocating engines is approximately 10 years, or roughly 86,000 hours, at which point you have a natural option to repower
— reinvesting a portion of capex to get essentially new engines for another 86,000 hours. That’s Option 1 at year 10. Option 2
comes around year five: we pursue dual bidirectional grid connection applications in parallel with our behind-the-meter buildout. Once
that grid connection is approved — let’s say five years out — we have the option to reconfigure the campus. The engines are
relatively mobile; you can redeploy them, sell them into a secondary market, or move them to another project. At that point we can also
assess whether newer technologies — fuel cells or other options available at that time — make more economic sense. So we
have an option at year five and another at year ten, and we try to structure our PPAs to preserve and reflect that optionality.
Jon
Windham: What role does storage play in your toolkit — both for demand load response and for buffering the second-to-second
fluctuations in data center electricity demand?
Coen
Weddepohl: Storage is critical — it’s integrated into our behind-the-meter solution. We’re looking at one- to two-hour batteries,
which serve multiple roles: harmonics management, spinning reserve equivalent, black-start capability, and most importantly buffering
the engines from the extremely frequent ramping that AI load imposes. AI compute can drop 80% in microseconds; without a buffer, even
gas engines — which ramp in 30 to 35 seconds — would face enormous wear and tear that would define the economic life of the
project. Batteries sit between the load and the generation stack to handle that. Once we’re grid connected, batteries can also shift
to offering grid-firming services.
Jon
Windham: How should investors think about sizing storage relative to reciprocating engine capacity — is it roughly one-for-one?
Coen
Weddepohl: It varies by project and really depends on the tenant. A tenant requiring five-nines reliability needs a very different
battery configuration than one comfortable with three-nines. As a high-level rule of thumb for three-nines reliability, we size batteries
at roughly 30% of generation capacity — but that does not apply uniformly to every project.
David
Choe: Thanks for being here. On the nuclear side — you have access to several different SMR technologies. What are the key
pros and cons across them? Are there specific use cases where, say, an HTGR or BWR would be a better fit than a PWR?
Richard
Taylor: That’s the trillion-dollar question. Every reactor type has unique characteristics: different output sizes (80 MW to 470
MW), different regulatory maturity, different track records, different fuel requirements and supply chains, and different site condition
needs — particularly around water access for pressurized water reactors. On Generation III+: Rolls-Royce SMR is a pressurized water
reactor with high output, European regulatory progress, and a robust low-enriched uranium fuel supply chain — though its larger
capacity won’t suit every site. GE-Hitachi’s BWR offers operational simplicity and a proven fuel supply chain, with the tradeoff of managing
water purity on site. Westinghouse’s AP300 inherits the strong safety profile of larger AP1000 plants with all components integrated
inside the vessel, requiring more sophisticated engineering but providing exceptional safety characteristics. Overall, Generation III+
designs are more commercially mature today. On Generation IV: X Energy’s high-temperature gas-cooled reactor is compact — good
for some sites but requires many modules to reach gigawatt scale. TerraPower’s liquid metal reactor is highly advanced. The Generation
IV designs that use helium as a coolant can run longer between refueling, but the HALEU fuel supply chain still needs to mature before
reaching commercial-scale operation. Our gas-to-nuclear bridge accommodates these longer development timelines — by having natural
gas assets generating revenue on the same site, we can wait for the right nuclear technology to be commercially ready for each project.
Jon
Windham: When you talk about a bridge — is it a bridge to the grid, or a bridge to nuclear? On your first three projects, do
you plan to eventually interconnect to the grid, or are these intended to be permanent behind-the-meter operations?
Richard
Taylor: We expect all projects to eventually connect to the grid, though not immediately. We’re planning for a four-to-five year
delay to initial grid connection in most locations, and the initial connection won’t be at full capacity. So broadly: behind the meter
for the first four or five years, then a partial grid connection that may take another three to four years to become full, and fully
grid-connected within roughly eight to ten years. During that period, we expect the grid and transmission system to become more robust
as well — so we think of these as different phases of business operation.
Jon
Windham: As usual, we’ve run out of time before we’ve run out of questions. Thank you to the entire ONE Nuclear team. Before I give
you the final word, Richard, a quick update for the audience: at 1pm today we’ll host a fireside chat with the CEO of EVgo. Tomorrow
we have Canadian Solar and STEM at 10am and 11am. Access details are at the same link used for today’s call. Richard, where are you in
the closing timeline for the transaction, and any final thoughts?
Richard
Taylor: Thank you, Jon and David, and thank you to everyone on the call. Our listing process began last year. We have been through
all of the SEC review processes and are coming to our final SEC response. We expect to be listed within the next two months, and the
parallel PIPE process is ongoing — anyone interested in that can reach out offline. In summary: we are a developer, owner, and
operator with a long-term focus, multiple projects, multi-technology approach, and a gas-to-nuclear bridge strategy. We have great execution
capabilities and strong strategic relationships. We’re excited about going public — this is a capital-intensive business and we
need the access to all streams of capital that being a public company provides. We’re looking forward to what’s ahead.
Jon
Windham: Wish you all the best, and we look forward to following the story. Thank you all.
******
Forward-Looking
Statements
This
communication contains forward-looking statements, including but not limited to statements regarding ONE Nuclear Energy LLC’s (“ONE
Nuclear”) and Hennessy Capital Investment Corp. VII’s (“HVII”) 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, 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 communication and are based on ONE Nuclear’s and HVII’s current beliefs and
assumptions. 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 (the “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 Business Combination, including the adoption of the definitive agreements related to
the 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 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 HVII 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 HVII 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 HVII’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 HVII in connection with the Business Combination from
time to time. 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,
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 communication. 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 communication.
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, HVII 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 HVII’s ordinary shares in connection with HVII’s solicitation of proxies for the vote by HVII’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, 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 Business Combination.
This
communication 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 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 Business Combination as they become available because they will contain important information about ONE Nuclear,
HVII 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 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 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 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 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 a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended.
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 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
