Hennessy Capital VII (HVII) extends ONE Nuclear merger date and ups note

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VII entered into a Third Omnibus Amendment with ONE Nuclear Energy LLC and its merger subsidiary, modifying their Business Combination Agreement and related promissory note. The amendment extends the outside date to consummate the Business Combination from August 15, 2026 to September 30, 2026 and similarly extends the maturity of the promissory note.

The amendment also increases the maximum aggregate principal amount available under the promissory note for ONE Nuclear’s transaction-related expenses from $316,975.00 to $620,000.00. A registration statement on Form S-4 covering the merger was declared effective on August 3, 2026, and a definitive proxy statement is being mailed to HVII shareholders of record as of July 31, 2026 for the vote on the proposed Business Combination.

Key Figures

Outside date for Business Combination: September 30, 2026 Promissory Note cap before amendment: $316,975.00 Promissory Note cap after amendment: $620,000.00 +2 more

5 metrics

Outside date for Business Combination September 30, 2026 Extended from August 15, 2026 under the Third Omnibus Amendment

Promissory Note cap before amendment $316,975.00 Previous maximum aggregate principal amount of loan advances

Promissory Note cap after amendment $620,000.00 Increased maximum aggregate principal amount for ONE Nuclear expenses

Form S-4 effectiveness date August 3, 2026 SEC declared the Registration Statement effective

Proxy record date July 31, 2026 Record date for HVII shareholders to vote on the Business Combination

Key Terms

Business Combination Agreement, outside date, Promissory Note, Registration Statement, +2 more

6 terms

Business Combination Agreement regulatory

"entered into a business combination agreement (as amended on March 31, 2026, the “Business Combination Agreement”)"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

outside date regulatory

"extends (i) the outside date for consummating the Business Combination from August 15, 2026 to September 30, 2026"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

Promissory Note financial

"ONE Nuclear issued a promissory note (as amended on March 31, 2026, the “Promissory Note”) to HVII"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

Registration Statement regulatory

"have filed with the SEC a registration statement on Form S-4 (the “Registration Statement”)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Proxy Statement regulatory

"a proxy statement to be distributed to holders of HVII’s ordinary shares ... (the “Proxy Statement”)"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What agreement did HVII (HVII) amend with ONE Nuclear on August 7, 2026?

HVII entered into a Third Omnibus Amendment with ONE Nuclear and its merger subsidiary. It modifies the Business Combination Agreement and related Promissory Note connected to their planned business combination transaction.

How did the amendment change the business combination timeline for HVII (HVII)?

The amendment extends the outside date to complete the Business Combination from August 15, 2026 to September 30, 2026. It also extends the promissory note’s maturity date to the same September 30, 2026 deadline.

What happened to the promissory note amount between HVII (HVII) and ONE Nuclear?

The maximum aggregate principal available under the Promissory Note increased from $316,975.00 to $620,000.00. These loan advances are solely to pay third-party legal, accounting, and audit expenses related to the transaction.

What is the status of the Form S-4 registration for the HVII (HVII) business combination?

The Form S-4 Registration Statement, jointly filed by HVII and ONE Nuclear, was declared effective on August 3, 2026. It includes a prospectus and proxy statement for HVII shareholders regarding the proposed Business Combination.

Which HVII (HVII) shareholders will receive the proxy statement for the business combination vote?

Definitive proxy statements are being mailed to HVII shareholders of record as of July 31, 2026. These shareholders will be asked to vote on the Business Combination and related matters described in the proxy materials.

Where can investors in HVII (HVII) access documents about the ONE Nuclear merger?

Investors can obtain free copies of the Registration Statement, Proxy Statement, and related filings at www.sec.gov. HVII also makes its documents available at https://www.hennessycapital7.com or by emailing info@hennessycapitalgroup.com.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2026

Hennessy Capital Investment Corp. VII

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42479		98-1813620
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

195 US Hwy 50, Suite 207 Zephyr Cove, Nevada		89448
(Address of principal executive offices)		(Zip Code)

(775) 339-1671

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A ordinary shares, par value $0.0001 per share		HVII		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of a business combination		HVIIR		The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one right		HVIIU		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, (i) on October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (“HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”), entered into a business combination agreement (as amended on March 31, 2026, the “Business Combination Agreement”), pursuant to which the parties thereto will enter into a business combination transaction (the “Business Combination”), and (ii) on December 19, 2025, ONE Nuclear issued a promissory note (as amended on March 31, 2026, the “Promissory Note”) to HVII for loan advances up to an aggregate principal amount of $300,000, solely to pay expenses incurred in connection with third-party legal, accounting, and audit services.

On August 7, 2026, HVII, Merger Sub and ONE Nuclear entered into an amendment to the Business Combination Agreement and Promissory Note (the “Third Omnibus Agreement”). The Third Omnibus Amendment (a) extends (i) the outside date for consummating the Business Combination from August 15, 2026 to September 30, 2026, and (ii) the maturity date of the Promissory Note from August 15, 2026 to September 30, 2026 and (b) increases the maximum aggregate principal amount of loan advances under the Promissory Note from $316,975.00 to $620,000.00.

The foregoing description of the Third Omnibus Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

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Important Information for Investors and Stockholders

In connection with the Business Combination, HVII and ONE Nuclear, as co-registrant, have filed with the SEC a registration statement on Form S-4 (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 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”). The SEC declared the Registration Statement effective on August 3, 2026. HVII has filed the definitive Proxy Statement with the SEC and will be mailing copies to HVII’s shareholders as of July 31, 2026, the record date to vote on the Business Combination.

This Current Report does not contain all the information that should be considered concerning the Business Combination and is not a substitute for the Registration Statement, the Proxy Statement or for any other document that HVII filed or 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.

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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 Current Report is not incorporated by reference into, and is not a part of, this Current Report.

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, 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 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.

Forward-Looking Statements

This Current Report contains forward-looking statements, including but not limited to statements regarding ONE Nuclear’s and HVII’s expectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts contained in this Current Report 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 Current Report 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 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 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 SEC on March 6, 2026, and other filings with the SEC, including the Registration Statement, the Proxy Statement 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 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.

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No Offer or Solicitation

This Current Report shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act. This Current Report 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 or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description
2.1		Omnibus Amendment No. 3 to the Business Combination Agreement and Promissory Note, dated as of August 7, 2026, by and among Hennessy Capital Investment Corp. VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HENNESSY CAPITAL INVESTMENT CORP. VII
By:	/s/ Nicholas Geeza
Name:	Nicholas Geeza
Title:	Chief Financial Officer

Dated: August 7, 2026

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