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
April 2, 2026, the Currents Podcast published an interview with Richard Taylor, Co-Founder, Chief Executive Officer, and Chairman of
the board of ONE Nuclear Energy LLC. A transcript of the interview is set forth below.
Host
Welcome
to Currents and Norton Rose Fulbright podcast today. We’re recording with Richard Taylor, CEO of ONE Nuclear. ONE nuclear is a
developer of natural gas and Small Modular nuclear reactors. One nuclear recently announced plans to go public and a SPAC deal. So thanks
for taking time away from the capital markets to record with us today.
Richard
Taylor
It’s
great to be here.
Host
All
right, so nuclear is a very interesting topic these days. Maybe first. I’m sure most of our listeners are familiar with nuclear,
but not so familiar with ONE Nuclear. Maybe you can talk about how you got your start in nuclear and also why you are proceeding or going
ahead with this SPAC deal to create publicly traded company, and what solutions you’re trying to bring to the market?
Richard
Taylor
Well,
we created ONE Nuclear four years ago to solve one of the most critical bottlenecks in the digital economy, and that’s the acute
shortage of reliable baseload electricity that’s required by hyperscalers and data center operators in the US. So even four years
ago, there were signs that the US was about to experience a structural shortfall in the grid’s ability to supply reliable always
on base load electricity, and that was caused by a number of things, decades of under investment in base load power, the retirement of
aging coal and gas plants and the rapid demand growth from data centers and the electrification of the US economy. And the amount of
energy required is staggering. An additional 670 gigawatts capacity is required during the next 25 years by 2050 and that includes an
additional 300 gigawatts coming from nuclear. And that’s over 20 times the energy consumed by New York City, and it’s around
four times the current nuclear capacity. So the problem we’re solving is the shortage of reliable base load energy in the US, and
nuclear energy will be the cheapest and cleanest technology to provide reliable base load energy in the long term, and it’s the
single most important technology for enabling the US to compete in the AI race and in energy intensive industries. So our approach to
nuclear development. It’s a little bit different. We’re not focused on inventing a new nuclear reactor technology, and we’re
not a big utility focused on the grid. We’re an infrastructure platform, and we’re using a hybrid gas to nuclear strategy.
So our key differences, first, we’ve got a long-term focus. We develop own and operate generating assets. So this enables us to
generate real shareholder value over the long term, and we can build strong partnerships with local communities and business partners,
and we can really align ourselves more closely with customers and the technology that can generate power and revenues for 60 years. So
we don’t build and flip and this long term mindset is really important in the way we do business. So second, we’re a hybrid
gas and nuclear company. Traditional nuclear developers ask customers to wait a decade for power. Our customers can’t wait for
nuclear solutions. We’ve brought gas power into our business. We deploy high efficiency natural gas generation first, and we’re
aiming to be online by 2028 so this meets our customers needs. It provides 24–hour power when they need it. It also creates a revenue
bridge that funds and de risks the longer-term transition to nuclear, small modular reactors in the 2030s and it allows us to deliver
gigawatt scale power today while we’re securing a decarbonized future.
So
we’ve got a hybrid gas nuclear business, and thirdly, we’re a pure play energy producer. So we’re not a real estate
company or a data center developer. We focus purely on energy. We’re also a multi technology company. We have technology diversity
and in the nuclear small modular reactor sector, we’re working with multiple technology vendors. We have a long relationship with
Rolls-Royce SMR. We’re also working with Westinghouse and GE Vernova in the generation three plus category, as well as x energy
and Terra power in the fourth-generation space. And at the same time, because of our long-term relationship with Rolls Royce, we have
fast access to natural gas power generators from Rolls Royce Solutions America. We also work with other generation companies, and that
ensures we can meet customer demand and timing. So the fifth difference is that we have a multi site strategy for growth and also diversity,
and we have a portfolio of great sites with the comprehensive screening and evaluation process, and we focus on development of the top
five, and we focus on behind the meter delivery to avoid further strain on the grid and any delays in connecting. And the sixth point,
we have great execution capability and strategic collaboration agreements with world class partners for every stage of our value chain.
So to access the sites, we work with Cushman and Wakefield and others. For engineering, we have a technical services agreement with Black
and Veatch and hybrid system specialists to make sure we can meet the rigorous requirements for system design, for site engineering and
permitting, and also with Future Works for delivering program management with speed and scale. And we have a strategic collaboration
agreement with a leading global energy trading company to handle commercialization of our electrons, including hedging, risk management
and off take structuring, and that provides us with the sophistication of a major trading desk from day one. So for our nuclear operations,
we’re partnering with Quadrant Nuclear Industries to build on the US Navy’s culture of nuclear operations, so we deliver
reliable base load behind the meter gas and nuclear energy for the US economy.
Host
So
that was a lot. So let me, let me pick a little bit of a part. So one, I don’t think there’s very many people in the audience
who would deny or try to refute your claim that we need base load power, and I think most, including me, fans of nuclear, if we can get
it to work. So why has nuclear not been successful in the last 10 to 15, years in the US, or even longer, actually, and why are the climate
for nuclear change now that you think that over the next 5 to 10, years, there’s going to be this resurgence, people call this
nuclear renaissance in the US
Richard
Taylor
Yeah.
I mean, we designed ONE Nuclear to solve some of the problems that you’ve talked about legacy nuclear and particularly the cash
valley of death, as it’s called, The extended period of capital expenditure with zero revenues. And that’s historically been
very difficult for nuclear developers, and the traditional model can fail because it has a binary outcome. Now investors must have to
fund billions of dollars in engineering and licensing before seeing a single dollar of return, and that makes traditional nuclear really
difficult to finance with little mitigation of the risks and project delays and overspends. So our model flips the equation, and by bringing
natural gas assets online early, we generate substantial early free cash flows, and that allows us to self fund not only the corporate
operations, the business development, but the nuclear licensing processes, and it ensures the company remains solvent, even if regulatory
approvals were to take longer than expected. So we de risk the investment by turning a long development timeline into a cash flowing
infrastructure business. The other difference with traditional plants is that we use the latest SMR small modular reactor technologies,
and compared with the old fleet of nuclear plants, SMRs have a more standardized design. They have passive safety systems, longer life
factory fabrication, quality control and modular installation. So that aims to solve the problems of traditional the traditional projects,
and reduces the risk and makes them more investable.
Host
Is
the plan to have the SMRs co located with natural gas plants, or is the natural gas business generating business separate from the nuclear
facility?
Richard
Taylor
They
can be co located. We look at our sites with a number of different criteria. The sites have to be large enough to support the gas plants,
the nuclear plants and a hyperscaler in the data center. So we look at sites that are around 1000 acres to make sure there is enough
water for cooling available, that it’s close to fiber connections, to grid connections. And it’s increasingly important that
it’s reasonably close to an urban population, because people have to work there. So we look at sites that are probably no more
than an hour away from a city. So all of those come into play when we’re deciding which sites to look. To look at. Also, you know,
can we have the site available for the 60 to 80 years that it will take different technologies require different areas. The some of the
sites that are being developed with solar power require enormous areas. Nuclear and our gas proposal, there’s quite a small footprint.
So we can be reasonably efficient at where we locate. Heat, and ideally, we’d have the gas plant and the nuclear plant pretty close
to the data center. We’re looking to have the gas plant and the nuclear plant behind the meter. So that means the connections have
to be direct to the data center, but it can be a distance away, a corridor away doesn’t have to be contiguous land. There is a
latency issue with the further away that the gas plant is from the data center, the more it has to be designed to meet the conditions
and deliver the electricity that the characteristics that the data center needs.
Host
How
do you secure your gas turbines in today’s market, given how tough here it is to find turbines over the next four or five years?
Richard
Taylor
Yeah.
I mean, we, we’ve looked at, we looked at all different technologies, and in selecting gas the most used technology are gas turbines.
And as you say now, there is probably a five or six year waiting list to get into the manufacturing queue for original equipment manufactured
turbines. We’re focusing particularly on reciprocating engine Gen sets. They are more available, and we really came to that view
with our relationship with Rolls Royce SMR because that relationship pushed us to the Rolls Royce SA who run the MTU brand of reciprocating
engines, and we have access to their production queue. They can deliver Gen sets much more quickly than turbines, and there are big advantages
to having the Gen sets as well. These are small. They’re 2.5 to 2.8 megawatts, so we need a lot of them, and we’re designing
housing for groups of 50 megawatts of the small turbine, the small Gen sets, but they but because they’re individual units, the
availability is much easier to manage. So in the in the n plus one profile of reliability, we can deliver that in a much easier way than
having very large turbines.
Host
And
how do you deal with the NIMBY nimbyism problem? I would think, you know, nuclear is not a great, you know, not the greatest thing to
show up to the school gym and say, hey, I want to get the local community support to build a 350, megawatt nuclear plant next to everybody’s
home. How have you dealt with that so far?
Richard
Taylor
Well,
it has surprised us when we’ve been to different states. It surprised us how receptive people have been to a an energy facility
coming to their area, and there is much less nimbyism than we expected. We’ve been pleasantly surprised by the reception we’ve
had in different states. Many states have done surveys, and they’ve been talking to local communities about bringing energy and
jobs and improving the economy in that location, and there are many areas that have a prioritized list of communities that will welcome
nuclear power. So that’s one issue. The states are all competing for nuclear power to come to their states. So from a political
point of view, we’re very, very welcome in almost every state that we go to in terms of the trust to do with our business. I mean,
it’s a fundamental question for the industry, and it’s linked with the developing credibility and trust with investors as
well. Our approach has been building credibility and trust and anchoring that in transforming nuclear development from being a science
project into a pragmatic, predictable, cash flow focused infrastructure platform. We address the historical perceptions through financial
de risking, through execution, operating excellence, through communication programs in the community, and a strict long term alignment
between the company and the community we operate in. On our on our advisory board, we have Professor Rob Hayes, who is also known as
Professor TikTok, in that he has a very large following, following his channel about nuclear energy, and he debunks various ideas about
nuclear energy. People can write in and ask questions, and he produces a 32nd 45 second video that answers in very straightforward terms,
what the facts are, and he’ll be helping us put our communication programs together, because we do understand that not everybody
is in the same. Place, and we want to get our communities comfortable with working with us for a long, long period. As I say, these projects
are going to be around for 60 to 80 years.
Host
How
does the cost per megawatt hour nuclear compare to gas or solar? Obviously, it’s great, it’s base load, and all the other
benefits that you can tout, and you have been touting about nuclear, but we haven’t really talked about if it’s cost competitive.
Richard
Taylor
Yeah,
that’s an interesting question. And we look mainly at the levelized cost of electricity, and we look at turbines compared to Gen
set to the reciprocating engine. Gen sets and the reciprocating engines are cheaper than turbines. They have a slightly bigger operating
cost, but at the end of the day, the levelized cost of electricity is very similar. And similarly with nuclear, the cost profile is very
different. The levelized cost of electricity can be within the range of turbine power. So we’re very excited that although the
capital costs are very different, the operating costs are different, and when it comes to being able to deliver energy, the costs can
be very competitive.
Host
And
one of the problems we’ve seen with the few nuclear plants that have been attempted over the last 15 years or so is cost overruns
and delays. How do you manage that, and who’s going to be bearing that risk in your plans?
Richard
Taylor
In
terms of concrete steps to mitigate cost overruns and schedule delays. Now we use all the lessons learned from the legacy failures, and
we systematically reduce the risk at each stage, gate decision point. So our approach is that we have three levels for risk management,
of risk transfer, of risk sharing and mitigation. So this is based on best practice from continuing analysis of failure studies of live
development of concepts with the DOE and the loans Program Office of experienced risk management specialists and industry stakeholders.
So the risk transfer means putting the right risks with the right party. Risk sharing that’s to align incentives, to widen the
capital base. And risk mitigation, we systematically reduce risk at each stage gate. So I can give you some examples of how we mitigate
these risks, mainly in contract strategy and design approach. So in site screening, we spend a long time evaluating and screening sites,
and prefer retired coal sites and existing industrial zones that enables us to reuse existing transmission systems, water infrastructure,
and that reduces upfront capital costs. We like de risked designs based on more proven technology are based on factory built modules
that improves cost quality, cost predictability and quality control. And we allocate development spend per site, pre fid to complete
front end engineering studies and de risk projects before any major capital is deployed. And we’ll use hybrid EPC contracts. And
the EPC contracts are particularly important because a fundamental flaw in a fixed price EPC model is the illusion of risk transfer.
So a project’s inherent risks can’t be eliminated. They can only be allocated and for a first of a kind project. If we try
to transfer all construction risk to a contractor, it creates an unmanageable liability for that contractor. So when the liability exceeds
the capacity the contractor’s capacity to pay, the only viable option is bankruptcy and problems that put the burden back on the
owner. So we’re intending to use hybrid target cost, Fiat risk, contract models and open book accounting and owner audit rights
to catch issues early. And we want to ensure risk sharing with incentives and without deterring contractors. And that’s one of
the key lessons from the major recent failures, and the other lessons are to avoid incomplete designs, to have mature supply chains,
to avoid poor change management and structured take or pay agreements, take or pay power purchase agreements that share cost overruns
and delay exposure. So we’re building all of these lessons into our business, and it improves the bankability of the projects.
Host
Let’s
talk about the bankability. How do you plan to finance these projects, and do you need doe loan guarantees or direct loans to be able
to make these deals work, given their size and the long useful lives?
Richard
Taylor
Yes,
bankability, it’s a function of predictable revenues and costs, risk allocation and risk mitigation. And as you, as you said, these
projects are very large and require multi billion dollar investments. So we will be using a mixture of debt and equity financing. Yes,
we will. We’ll be working with the government debt de risking through the DOE loan guarantee program and the Federal financing
bank and export credit agencies, and really the very positive support that the administration is giving to the regulatory environment
that also helps the bankability - and tax incentives are in there as well. Today, SMR projects benefit from an investment tax credit,
and they’re the best protection against cost overruns, because they’re based on the full cost of the project, and they’re
transferable. So bankability is improved by the technology, and that helps in terms of risk and also the strongest demand in growth for
decades, driven by the hyperscalers. It also changes the bankability equation. So our model is a dedicated project delivery platform,
and we’re trying to change the traditional capital at risk into quantifiable components that are suitable for institutional investment.
And the more we can define those, the more bankable each element is, all right.
Host
So
let’s conclude then, on the equity side, I opened up saying, You guys are planning a SPAC. Maybe you can give us an update in terms
of your plans to raise equity and go public, and just kind of your thinking in terms of why going that approach, as opposed to either
trying to raise money through strategic investors or large PE funds. What’s the benefit to you and why choose going public?
Richard
Taylor
We’re
very close to our public listing through a merger with Hennessy seven, and we’re not just another pre revenue startup. You know,
we’ve been working and building the business for four years, and we’re an execution focused energy platform, and we chose
the de SPAC trajectory because it provided the most certain and efficient route to the capital markets, and it allows us to hit the ground
running. So we’re, you know, we’re solving the immediate energy crisis for data centers, for hyperscalers, for industrial
operators, by delivering the early gas as soon as 2028 creates the cash flow and infrastructure necessary to support our first SMR operations
in 2034 and we’re backed by strategic partners. We’re not just building reactors, we’re building a diversified future
proof energy portfolio that supports the US as a global leader in energy security and AI innovation. So the nuclear story is just beginning.
We’re going through the public listing so that we’re we have the best access to the capital markets, and we have the partners,
and we have the roadmap to lead the story for decades to come.
Host
All
right. Well, good luck with the listing, and we know we need the power, so good luck after you’re listed with building 1000s of
megawatts. Thanks very much. Todd.
******
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, 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 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 6, 2026, 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.
