ONE Nuclear plans Nasdaq listing as ONEN in H1 2026 via HVII
Rhea-AI Filing Summary
Hennessy Capital Investment Corp. VII plans to merge with ONE Nuclear Energy LLC, taking the power developer public at an equity valuation of about $1 billion. The transaction is expected to raise up to $210 million to fund development of approximately 2 gigawatts of natural gas capacity by 2028, with closing targeted for the first half of 2026. Post‑merger, ONE Nuclear intends to list on Nasdaq as ONEN.
ONE Nuclear is advancing two initial sites in Texas and Oklahoma, aiming to supply baseload power to data‑center customers. The company plans to install gas systems first and pursue nuclear generation later, with nuclear power targeted by 2034. It has an agreement to procure gas reciprocating engines from Rolls‑Royce and is evaluating small modular reactor partners. The communication emphasizes forward‑looking risks, notes commercial agreements are non‑binding and site rights are pending definitive agreements, and indicates a Form S‑4 and proxy statement will be filed.
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Insights
$1B SPAC deal targets 2 GW gas by 2028; risks remain.
ONE Nuclear plans to merge with HVII at an equity value near
Key dependencies include shareholder approval, regulatory clearance, and SPAC market dynamics. The communication states commercial agreements are non‑binding and site rights in Texas and Oklahoma require definitive agreements, introducing execution risk. SMR technology selection is also under evaluation.
The filing flags risks such as potential redemptions, ability to meet listing standards, and transaction changes. Subsequent SEC filings, including a Form S‑4 and proxy statement, are expected to provide detailed terms and risk factors.
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 October 23, 2025, Bloomberg published the following article based on an interview with members of the management team of ONE Nuclear Energy LLC:
Power Developer One Nuclear to Go Public in US Via SPAC Deal
By Will Wade
Bloomberg
October 23, 2025
LINK
One Nuclear Energy LLC has agreed to go public through a merger with a blank-check company in a deal that valued the developer of nuclear and natural gas power plants at about $1 billion on an equity basis.
The transaction is expected to raise as much as $210 million to help the company develop about 2 gigawatts of gas capacity by 2028, according to a statement reviewed by Bloomberg News. The deal is expected to be completed in the first half of 2026 and One Nuclear plans to trade on the Nasdaq exchange under the symbol ONEN.
One Nuclear is initially developing power plants at two sites, in Texas and Oklahoma, and is in talks to deliver electricity primarily to data-center customers. The company plans to install gas systems first and will later pursue nuclear energy.
Chief Executive Officer Richard Taylor said booming energy demand in the US means the company needs to deliver power as soon as possible.
“We’re building baseload power for the AI economy” Taylor said in an interview. “They want the fastest route to energy, and gas provides the fastest route to energy.”
Shares of nuclear firms, including those that produce no energy and have no reactors, have been buoyed this year by the boom in artificial intelligence and the data centers supporting it, driving demand for new power sources. Still, there’s been some recent concern about market froth.
One Nuclear has an agreement to procure gas-powered reciprocating engines from Rolls-Royce Plc. The company is looking at several potential partners to supply small, modular reactors, technology that is still being developed for commercial use. Taylor, who said the company has been internally funded, expects to begin supplying nuclear power by 2034.
The company is going public through a merger with Hennessy Capital Investment Corp. VII. It’s evaluating multiple other US sites for additional power plants, which it expects to develop, own and operate.
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On October 23, 2025, ONE Nuclear Energy LLC published the following post on LinkedIn:
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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, 2024, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025, 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, 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 SA, 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. In addition, unless and until a definitive agreement is entered into with Blackstart Digital, LLC, the developer of the site in Oklahoma (“Blackstart”), and MSB Global Services, LLC, the developer of the site in East Texas (“MSB”), ONE Nuclear has no rights to the sites. If ONE Nuclear is unable to enter into a definitive agreement with Blackstart and MSB with respect to the sites, ONE Nuclear expects to explore alternative 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 intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a 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 to be 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, 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 stockholders 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 31, 2025 and the Registration Statement, Proxy Statement and other relevant materials filed with the SEC in connection with the proposed business combination when they become available. 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, will be included in the Registration Statement and the Proxy Statement, when they become available. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully when they become available before making any voting or investment decisions.
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 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.
FAQ
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