Filed
under Rule 425
under
the Securities Act of 1933, as amended
and
deemed filed under Rule 14a-12
of
the Securities Exchange Act of 1934, as amended
Filing
by: Hennessy Capital Investment Corp. VII
Subject
Company: Hennessy Capital Investment Corp. VII
SEC
File No.: 001-42479
On
August 31, 2026, ONE Nuclear Energy LLC published the following press release:
ONE
Nuclear Executes Binding LOI for Project Cayman, a 2.88 GW Louisiana Energy Project with Co-Located Data Center Campus
WEST
PALM BEACH, Fla.—(BUSINESS WIRE)—ONE Nuclear Energy LLC (“ONE Nuclear”), an independent developer of large-scale
energy solutions powered by natural gas and advanced nuclear technologies, announced today that it has executed a binding letter of intent
(LOI) with a prominent Louisiana landowner group, providing site control for the development of Project Cayman, a 2.88 GW natural
gas plant and a 700MW, 2.88GWh Battery Energy Storage System (BESS) project with a co-located high-capacity data center
campus.
The
initiative aligns with Entergy’s significant buildout of new regional transmission infrastructure, underscoring ONE Nuclear’s
commitment to powering Louisiana’s expanding industrial and technology sectors. Project Cayman is strategically located
near Louisiana’s RiverPlex MegaPark, northeast of SpaceX’s recently announced infrastructure expansion. The project
will complement these regional economic development efforts by adding dispatchable generation, energy storage and technology infrastructure
near major new industrial loads and transmission investment, providing further regional grid reliability.
“Project
Cayman, with its 2.88 GW power capacity,
demonstrates that ONE Nuclear is committed to supporting the future economic development of one of Louisiana’s most important industrial
regions,” said Richard Taylor, CEO of ONE Nuclear. “The project will deliver the reliable energy needed to support
new investment, create jobs, expand the local tax base and generate additional funding for community priorities and critical infrastructure.”
Community
outreach is already underway and is expected to include a series of public information meetings with local parishes, governmental agencies
and other project stakeholders from September through December 2026.
The
LOI represents an important step in ONE Nuclear’s continuing development of reliable, scalable and technology-ready energy infrastructure
designed to meet the unprecedented power requirements of modern industrial and data-driven economies in Louisiana and other locations
across the United States.
“ONE
Nuclear is proud to invest in the region to support the rapidly growing energy needs created by other recently announced developments
such as the SpaceX Starbase project and Hyundai’s $5.8 billion steel mill,” added Taylor.
About
ONE Nuclear Energy LLC
ONE
Nuclear is an independent developer of scalable energy solutions powered by advanced technologies. ONE Nuclear’s approach seeks
to meet rapidly growing energy demand with a fast-to-market and fully integrated platform to develop, own and operate utility-scale natural
gas and advanced nuclear power generation to serve industrial and grid applications. ONE Nuclear is committed to advancing clean energy
deployment through innovative nuclear technologies and strategic site development. For additional information, please visit www.onenuclearenergy.com.
On
August 24, 2026, ONE Nuclear’s previously announced business combination (the “Business Combination”) with Hennessy
Capital Investment Corp. VII (NASDAQ: HVII) (“Hennessy VII”) was approved by the Hennessy VII shareholders. The combined
company is expected to be listed on a national exchange under the ticker symbol “ONEN” following an anticipated transaction
close in the second half of 2026, subject to satisfaction of customary closing conditions. For more information visit https://www.onenuclearenergy.com/newsroom.
Forward-Looking
Statements
This
press release contains forward-looking statements, including but not limited to statements regarding ONE Nuclear’s and Hennessy
VII’s expectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts
contained in this press release are forward-looking statements. These statements are based on current expectations and assumptions and
are subject to risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,”
“believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,”
“will,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements
contain these identifying words, and the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements include, without limitation, the anticipated timing and benefits from the consummation of the Business Combination, ONE Nuclear’s
management team’s expectations concerning the outlook for its business, productivity, plans, growth and capital investments, operational
and cost performance, revenue generation, development timelines, potential generation capacities of specific sites, regulatory outlook,
future market conditions, success of strategic relationships, developments in the capital and credit markets, expected future financial
performance, as well as demand for nuclear energy and the economic outlook for the nuclear energy industry.
Forward-looking
statements speak only as of the date of this press release and are based on ONE Nuclear’s and Hennessy VII’s current beliefs
and assumptions. ONE Nuclear and Hennessy VII undertake no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events, or otherwise, except as required by law. Actual results may differ materially due to various
risks and uncertainties, including but not limited to: (1) the risk that the Business Combination may not be completed in a timely manner
or at all, which may adversely affect the price of Hennessy VII’s securities; (2) the failure to satisfy the conditions to the
consummation of the Business Combination, including the 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 that certain Business Combination Agreement, dated
as of October 22, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”),
by and among Hennessy VII, Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Hennessy
VII, and ONE Nuclear; (5) changes in the transaction structure of the Business Combination due to regulatory or legal requirements; (6)
the ability to meet listing standards; (7) the effect of the announcement or pendency of the Business Combination on ONE Nuclear’s
business relationships, performance, and business generally; (8) failure to realize anticipated benefits from the Business Combination;
(9) the outcome of any legal proceedings that may be instituted against ONE Nuclear or Hennessy VII related to the Business Combination
or the Business Combination Agreement; (10) ONE Nuclear’s ability to execute on its business plan and to develop and maintain key
strategic relationships and enter into definitive agreements in connection therewith; (11) competition in ONE Nuclear’s industry;
(12) transaction-related costs; (13) the risk that changes in laws or regulations adversely affect ONE Nuclear’s business plans
and operations; (14) adverse economic or competitive conditions; (15) the level of redemptions by Hennessy VII shareholders in connection
with the Business Combination; (16) the risk that ONE Nuclear may not be able to successfully develop its exclusive sites or other sites
and the commercial viability of any such site; (17) the risk that ONE Nuclear will be unable to raise additional capital to execute its
business plan, which may not be available on acceptable terms or at all; and (18) other risks and uncertainties described in Hennessy
VII’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026, and other
filings with the SEC, including the registration statement on Form S-4, the proxy statement/prospectus 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 Hennessy VII nor ONE Nuclear presently knows 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 Business Combination,
Hennessy VII has filed with the SEC 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 Hennessy VII’s ordinary shares
in connection with Hennessy VII’s solicitation of proxies for the vote by Hennessy VII’s shareholders with respect to the
Business Combination and other matters described in the Registration Statement (the “Proxy Statement”). The SEC declared
the Registration Statement effective on August 3, 2026 and Hennessy VII has filed the definitive Proxy Statement with the SEC and will
be mailing copies to shareholders of Hennessy VII as of July 31, 2026, the record date to vote on the Business Combination.
This press release does not contain all the
information that should be considered concerning the Business Combination and is not a substitute for the Registration Statement, Proxy
Statement or for any other document that Hennessy VII filed or may file with the SEC. Before making any investment or voting decision,
investors and security holders of Hennessy VII and ONE Nuclear are urged to read the Registration Statement and the Proxy Statement,
and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection
with the Business Combination as they become available because they will contain important information about ONE Nuclear, Hennessy VII
and the Business Combination.
Investors and security holders will be able
to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed
with the SEC by Hennessy VII through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Hennessy VII
may be obtained free of charge from Hennessy VII’s website at https://www.hennessycapital7.com or by directing an email request
to info@hennessycapitalgroup.com. The information contained on, or that may be accessed through, the websites referenced in this press
release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Hennessy VII, ONE Nuclear and their respective
directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants
in the solicitations of proxies from Hennessy VII’s shareholders in connection with the Business Combination. For more information
about the names, affiliations and interests of Hennessy VII’s directors and executive officers, please refer to Hennessy VII’s
Annual Report on Form 10-K filed with the SEC on March 6, 2026, and the Registration Statement, Proxy Statement and other relevant materials
filed with the SEC in connection with the Business Combination from time to time. Additional information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of
Hennessy VII’s shareholders generally, are included in the Registration Statement and the Proxy Statement. Shareholders, potential
investors and other interested persons should read the Registration Statement and the Proxy Statement carefully before making any voting
or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a “solicitation”
as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This press release shall not constitute an offer to sell
or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent
or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or
sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Business Combination shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Contacts
For
Investors:
Caldwell
Bailey – ICR, Inc.
onenuclear@icrinc.com
For
Media:
Matt
Dallas – ICR, Inc.
onenuclear@icrinc.com
