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 7, 2026, Hennessy Capital Investment Corp. VII and ONE Nuclear Energy LLC published the following press release:
Hennessy
Capital Investment Corp. VII and ONE Nuclear Energy LLC Announce Filing of Amended Registration Statement on Form S-4 and Updated Investor
Presentation
WEST
PALM BEACH, Fla. and ZEPHYR COVE, Nev.—(BUSINESS WIRE)—Hennessy Capital Investment Corp. VII (NASDAQ: HVII) (“Hennessy
VII”), and ONE Nuclear Energy LLC (“ONE Nuclear”), an independent developer of large-scale energy solutions powered
by natural gas and advanced nuclear technologies, today announced the filing with the U.S. Securities and Exchange Commission (“SEC”)
on April 3, 2026 of an amended registration statement on Form S-4 (the “Registration Statement”) in connection with their
proposed business combination. The Registration Statement includes a preliminary proxy statement/prospectus and has not yet been declared
effective. The filing of the amended Registration Statement represents a step toward completing the previously announced proposed business
combination between Hennessy VII and ONE Nuclear. The amended Registration Statement includes updated information regarding the proposed
transaction and incorporates recent developments.
Concurrently
with the filing of the amended Registration Statement, Hennessy VII filed an updated investor presentation, providing enhanced details
about ONE Nuclear’s priority development sites and illustrative development timeline and unit economics.
Hennessy
VII entered into a business combination agreement with ONE Nuclear on October 23, 2025, pursuant to which, following consummation of
the transaction, the combined company is expected to be listed on Nasdaq under the ticker symbol “ONEN.” Completion of the
transaction is subject to approval by Hennessy VII’s shareholders, the Registration Statement being declared effective by the SEC,
and other customary closing conditions.
ONE
Nuclear is an independent developer of large-scale energy parks powered by natural gas and advanced nuclear small modular reactor (SMR)
technologies. ONE Nuclear’s platform is designed to deliver reliable, baseload power at scale to energy-intensive customers, including
data centers, industrial users, and grid infrastructure.
The
proposed transaction is expected to provide up to approximately $210 million in gross proceeds, from a combination of anticipated PIPE
proceeds and up to $195 million of cash held in Hennessy VII’s trust account, before accounting for potential redemptions and transaction
expenses. Proceeds are expected to be used to support ONE Nuclear’s development activities and to fund transaction-related costs.
The
updated investor presentation is available on Hennessy VII’s website at www.hennessycapital7.com and ONE Nuclear’s website
at www.onenuclearenergy.com. Additional information about the proposed business combination is included in the Registration Statement.
About
Hennessy VII
Hennessy
VII (NASDAQ: HVII) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization, or similar business combination with one or more businesses or entities, with a focus on identifying and acquiring companies
in the industrial technology and energy transition sectors. For additional information, please visit www.hennessycapital7.com.
About
ONE Nuclear
ONE
Nuclear is an independent developer of scalable energy solutions powered by natural gas and advanced nuclear SMR technology. ONE’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.
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, expectations of the management team of 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 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 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 proposed business combination, including the adoption of the definitive agreements related to the proposed
business combination 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 definitive agreements related to the proposed
business combination; (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 Hennessy VII related to
the agreements related to the proposed business combination 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 Hennessy VII 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 Hennessy VII’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 proposed 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.
Important
Information for Investors and Shareholders
In
connection with the proposed business combination, Hennessy VII has filed the Registration Statement with the SEC, 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 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 proposed 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 proposed business combination.
This
press release 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 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 proposed business combination as they become available because they will contain important
information about ONE Nuclear, Hennessy VII 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 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 stockholders in connection with the
proposed 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, the Proxy Statement and other relevant materials filed with the SEC in connection with the proposed business combination when
they become available. 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
document shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended.
This document 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.
Contacts
For
Investors: Caldwell Bailey, ICR, Inc.
For
Media: Matt Dallas, ICR, Inc.
onenuclear@icrinc.com
