What unit economics did HVII share for a modeled ONE Nuclear gas project?

For a modeled mature 1 gigawatt gas energy park at a targeted price of $95/MWh and about 74% capacity factor, ONE Nuclear presented approximately $660 million annual revenue, $361 million site EBITDA and a 59% EBITDA margin, and about $306 million modeled unlevered annual cash flow before project debt service.

ONE Nuclear deal gives Hennessy VII (HVII) a 1GW data‑center power play

Q: What did HVII (HVII) announce regarding its business combination with ONE Nuclear?

HVII reported that its business combination with ONE Nuclear Energy LLC is progressing, with a joint investor update call held and related materials furnished. A Form S-4 registration statement for the transaction is effective, and the deal remains subject to shareholder approval and other customary conditions.

Q: What is ONE Nuclear’s core business model as described by HVII (HVII)?

ONE Nuclear aims to be a fully integrated independent power producer serving hyperscale data centers. It plans near-term behind-the-meter natural gas generation using reciprocating engines as a bridge, followed by deployment of small modular reactor nuclear units for long-term, carbon-free baseload power.

Q: What are the key development sites highlighted for ONE Nuclear in HVII’s update?

ONE Nuclear emphasized two priority sites: an East Texas site in the ERCOT market of over 1,000 acres , targeting an initial 1 GW gas project, and a New Mexico site of about 6,000 acres , contemplated to scale toward 10 GW , both under active commercial negotiation.

Q: How does ONE Nuclear plan to finance its projects according to HVII (HVII)?

Pre-FID development costs of about $20–50 million per site are expected to be funded with equity. Post-FID capital expenditure of roughly $250–270 million per 200 MW tranche is intended to be financed primarily through non-recourse project debt backed by long-term offtake PPAs.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VII (HVII) provided an update on its pending business combination with ONE Nuclear Energy LLC, including a joint investor call and related presentation and transcript. HVII and ONE Nuclear have a Form S-4 registration statement for the deal, which the SEC declared effective on August 3, 2026, and HVII has mailed a definitive proxy statement to shareholders of record as of July 31, 2026.

ONE Nuclear is described as a fully integrated independent power producer focused on large-scale baseload energy for U.S. hyperscale data centers via a "gas-to-nuclear" strategy. Near term, it targets behind-the-meter natural gas reciprocating engine projects to deliver power faster than traditional grid interconnections; long term, it plans to deploy small modular reactor nuclear technologies from several vendors. Management highlighted two priority sites in East Texas and New Mexico under active commercial negotiation, plus the acquisition of Amino Sustainability Group to accelerate development.

Modeled economics for a mature 1 gigawatt gas site at a targeted $95/MWh price indicate significant potential revenue and cash flow, funded largely with non-recourse project debt after offtake PPAs are signed. Existing ONE Nuclear equity holders are rolling 100% of their equity, and the combined company is targeting a Nasdaq listing under ticker ONEN, subject to shareholder approval and customary closing conditions.

Filing Explained

Project economics remain modeled and pre-contract: no PPA or build exists, while debt service would absorb a material portion before residual cash accrues to equity.

As a Form 8-K, this filing furnishes an investor presentation and call transcript about the proposed HVII–ONE Nuclear combination. The combination remains subject to shareholder approval and customary closing conditions, while the update states that neither advanced site has a signed PPA and that no site has a completed build. That leaves the projects’ described revenue and cash-flow economics as conditional development plans, not current company revenue or equity cash flow.

Management models a mature one-gigawatt gas facility at a target $95 per megawatt-hour PPA rate with approximately $660 million of annual revenue, $361 million of site EBITDA, and around $306 million of unlevered site cash flow. The presentation says these figures assume a signed PPA and completed build, neither of which exists at any site today. Although it describes the development strategy as highly capital efficient, it also states that project debt service would absorb a material portion of facility cash flow, leaving the residual for equity.

The company identifies a definitive East Texas agreement, binding New Mexico agreements, a firm equipment order, and a first project-financing commitment as milestones for the next 12 months. It expects the East Texas PPA within six months from August 20, 2026; the New Mexico opportunity remains under a non-binding letter of intent, with exclusivity and scale subject to agreements under negotiation.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Generation and storage capacity in interconnection queues: 2,060 gigawatts Target behind-the-meter PPA price (gas): $95 per megawatt hour Typical wholesale grid power range: $40–70 per megawatt hour +5 more

8 metrics

Generation and storage capacity in interconnection queues 2,060 gigawatts Actively seeking transmission interconnection in the U.S. as of the end of 2025

Target behind-the-meter PPA price (gas) $95 per megawatt hour Pricing targeted for fast-track gas projects serving hyperscale data centers

Typical wholesale grid power range $40–70 per megawatt hour Reference range for wholesale grid power compared to behind-the-meter pricing

Modeled annual revenue for 1 GW gas site $660 million per year Modeled mature 1 GW facility at ~74% capacity factor and $95/MWh PPA

Modeled levelized cost of energy $60–80 per megawatt hour Modeled all-in LCOE for 1 GW gas facility, including recovery of construction capital

Modeled site EBITDA and margin $361 million; 59% EBITDA margin Modeled for a single mature 1 GW gas site at full contracted output

Modeled unlevered site cash flow $306 million per year Modeled annual cash flow before project debt service for a 1 GW gas site

Pre- and post-FID capital metrics $20–50 million; $250–270 million per 200 MW Pre-FID development cost per site; post-FID capex per 200 MW tranche

Key Terms

behind the meter power generation, small modular reactors, capacity factor, non-recourse project debt, +2 more

6 terms

behind the meter power generation financial

"Our solution is behind the meter power generation. By collocating power"

small modular reactors technical

"our ultimate vision and destination is delivering sustainable carbon-free energy through small modular reactors"

Small modular reactors are compact nuclear power plants built from factory-made modules that are assembled onsite, like snapping together building blocks to add or replace capacity. They matter to investors because they aim to lower upfront costs and shorten construction time versus traditional reactors—potentially providing steady long-term power sales and service revenue—while still carrying regulatory, construction and waste-management risks that can affect returns.

capacity factor financial

"at a target behind the meter PPA rate of $95 per megawatt hour, and an assumed capacity factor"

Capacity factor is the percentage of time a power plant or energy asset actually produces electricity compared with the maximum it could produce if it ran at full output continuously. For investors it shows how much revenue and value to expect from the asset — like judging a car by how often it’s driven near top speed rather than its top speed alone — and helps compare different technologies, project reliability, and cash‑flow forecasts.

non-recourse project debt financial

"is financed primarily through non-recourse project debt backstopped by long-term"

pre-financial investment decision phase financial

"During the pre-financial investment decision phase, or the pre-FID phase, the development costs"

power purchase agreement financial

"I would note that no power purchase agreement or PPA has been signed at either"

A power purchase agreement (PPA) is a long-term contract in which a buyer agrees to purchase electricity from a generator at an agreed price and schedule, similar to a multi-year subscription for power or a long-term lease of an energy source. Investors care because PPAs provide predictable revenue and cash flow for the generator, reduce market-price exposure, and shift credit and performance risk to the buyer, all of which affect valuation, financing and perceived investment stability.

FAQ

What did HVII (HVII) announce regarding its business combination with ONE Nuclear?

HVII reported that its business combination with ONE Nuclear Energy LLC is progressing, with a joint investor update call held and related materials furnished. A Form S-4 registration statement for the transaction is effective, and the deal remains subject to shareholder approval and other customary conditions.

When did the SEC declare HVII’s Form S-4 effective for the ONE Nuclear deal?

The SEC declared the Form S-4 registration statement for the HVII–ONE Nuclear business combination effective on August 3, 2026. HVII has mailed the definitive proxy statement to shareholders of record as of July 31, 2026 to vote on the transaction.

What is ONE Nuclear’s core business model as described by HVII (HVII)?

ONE Nuclear aims to be a fully integrated independent power producer serving hyperscale data centers. It plans near-term behind-the-meter natural gas generation using reciprocating engines as a bridge, followed by deployment of small modular reactor nuclear units for long-term, carbon-free baseload power.

What are the key development sites highlighted for ONE Nuclear in HVII’s update?

ONE Nuclear emphasized two priority sites: an East Texas site in the ERCOT market of over 1,000 acres, targeting an initial 1 GW gas project, and a New Mexico site of about 6,000 acres, contemplated to scale toward 10 GW, both under active commercial negotiation.

How does ONE Nuclear plan to finance its projects according to HVII (HVII)?

Pre-FID development costs of about $20–50 million per site are expected to be funded with equity. Post-FID capital expenditure of roughly $250–270 million per 200 MW tranche is intended to be financed primarily through non-recourse project debt backed by long-term offtake PPAs.

What ticker is expected for the combined company after the HVII–ONE Nuclear merger?

Subject to shareholder approval and closing conditions, the combined company expects to list on Nasdaq under the ticker symbol “ONEN”. Existing ONE Nuclear equity holders are rolling 100% of their equity into the combined entity.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/20/2026 - 05:11 PM Accepted by SEC EDGAR 08/20/2026 - 05:11 PM

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 20, 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 7.01 Regulation FD Disclosure.

As previously disclosed, on August 20, 2026, Hennessy Capital Investment Corp. VII (“HVII”) and ONE Nuclear Energy LLC (“ONE Nuclear”) held a joint investor update call to discuss recent developments in ONE Nuclear’s business, review recent ONE Nuclear company announcements and provide an update regarding the pending business combination transaction between HVII and ONE Nuclear (the “Business Combination”), pursuant to that certain Business Combination Agreement, dated as of October 22, 2025, by and among HVII, Solis Merger Sub LLC, and ONE Nuclear (as amended and as may be further amended, modified, or supplemented from time to time, the “Business Combination Agreement”).

Furnished herewith as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K (this “Current Report”) and incorporated by reference herein are (i) an August 2026 investor presentation prepared by HVII and ONE Nuclear and (ii) a transcript of the August 20, 2026 joint investor update call.

The foregoing (including Exhibits 99.1 and 99.2 to this Current Report) and the information set forth therein are being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

************

Important Information for Investors and Shareholders

In connection with the Business Combination, HVII and ONE Nuclear, as co-registrants, have filed with the U.S. Securities and Exchange Commission (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, and HVII mailed the definitive Proxy Statement relating to the Business Combination to its shareholders as of the July 31, 2026 record date to vote on the Business Combination.

This Current Report and Exhibits 99.1 and 99.2 furnished herewith do not contain all the information that should be considered concerning the Business Combination and are not a substitute for the Registration Statement, the Proxy Statement or 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.

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, 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 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 knows 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.

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

99.1		Investor Presentation, dated August 2026.
99.2		Transcript of August 20, 2026 Joint Investor Update Call.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 20, 2026

Exhibit 99.1

Exhibit 99.2

HENNESSY CAPITAL INVESTMENT CORP. VII

Investor Update Call, ONE Nuclear Energy Business Combination

August 20, 2026, 11:00 a.m. ET

Caldwell bailey

Hello, and welcome to the conference call to discuss the proposed business combination between ONE Nuclear Energy or ONE Nuclear and Hennessy Capital Investment Corp. VII or Hennessy VII. I would first like to remind everyone that this call may contain forward-looking statements, including, but not limited to, statements relating to ONE Nuclear’s and Hennessy’s expectations or predictions on their respective financial and business performance and conditions, expectations or assumptions in consummating the proposed business combination between the parties, and future ONE Nuclear relationships, milestones, developments, and performance. Forward-looking statements are inherently subject to risks, uncertainties, some of which are beyond the control of the parties, and assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, and they are not guarantees of performance. I encourage you to review Hennessy VII’s filings with the SEC, including the effective registration statement on Form S4 and related definitive proxy statements and prospectus for a discussion of these risks that can affect the business combination and the business of the combined company after the completion of the proposed business combination. Hennessy VII and ONE Nuclear are under no obligation and expressly disclaim any obligation to update, alter, or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. I will now turn the call over to Mr. Tom Hennessy, President and Director of Hennessy VII. Please go ahead.

Tom Hennessy

Good morning, and thank you for joining us today. I’m Tom Hennessy, and on behalf of Hennessy Capital Investment Corp. VII, we are thrilled to present an update on our proposed business combination with ONE Nuclear Energy, a uniquely positioned, fully integrated, independent power producer, purpose-built to solve the most critical energy bottleneck in the modern economy. I’d like to reintroduce ONE Nuclear’s co-founder, chairman, and CEO Richard Taylor, who will provide the latest business updates, the gas and nuclear roadmap, and team developments. Further, I’d like to reintroduce ONE Nuclear’s chief investment officer, Coen Weddepohl, who will talk about our latest site portfolio, unit economics, and project finance strategy. Richard, please take it away.

Richard Taylor

Thank you, Tom, and thank to everyone for being on the call today. We created ONE Nuclear five years ago with a clear, uncompromising mission to operate as an independent power producer that delivers reliable, large-scale baseload energy solutions for the expanding U.S. economy. And crucially, our business model is focused on both near-term revenues and long-term asset ownership, we deliver early revenues and develop, own, and operate generation assets for their full operating life cycle, because we believe long-term ownership captures maximum value, it creates predictable cash flows, and delivers superior compounding returns for our shareholders, and our overarching strategy is built on a gas to nuclear evolution. While our ultimate vision and destination is delivering sustainable carbon-free energy through small modular reactors, through nuclear projects, we recognize that our customers, particularly hyperscale data center operators, need massive power today. So we use fast track low carbon natural gas power generation as an immediate bridge to de-risk development, generate early cash flows, and establish long term customer relationships on site. So, given the structural and regulatory tailwinds underpinning the premise of bring your own generation, the experience leadership team we’ve assembled, and the strategic collaborations we’ve developed, along with the high-quality development projects that we expect to progress in the near term, all of which we’ll cover today, we believe that now is the time to go public and raise the capital needed to fuel our growth. So, if we move to the next slide, the long term growth drivers for U.S. power generation are stronger than ever. Now we’re seeing the biggest four year growth in domestic electricity demand this century, overwhelmingly driven by AI infrastructure and hyperscale data centers. However, the traditional utility grid is severely bottlenecked. As of the end of 2025, roughly 2,060 gigawatts of generation and storage capacity were actively seeking transmission interconnection in the U.S. And a typical project reaching commercial operation spent more than four years in the queue. And it’s worth noting that active natural gas power capacity in the queue rose 86% in 2025. Developers are racing for the same grid access that our customers need, and we also see that community and regulatory opposition is rising over the impact of massive data centers on local residential electricity prices and water usage. So our solution is behind the meter power generation. By collocating power generation directly at the customer’s site, we bypass the grid access queue entirely. This gets mission-critical power online years faster, provides immediate near-term revenues to de-risk our balance sheet, and creates the physical anchor for future SMR nuclear deployment, and because we solve an existential timing crisis for hyperscalers, where power delays cost millions per day in lost compute revenue, we believe speed to power supports pricing above wholesale benchmarks. Wholesale grid power is typically traded in a 40 to 70 dollars per megawatt hour range. Our commercial model targets behind the meter PPAs in the region of 95 dollars per megawatt hour for fast track gas, and we’d expect long term nuclear offtake to price higher still. So, just to be clear, these are the levels we’re targeting in negotiation, not the rates we’ve contracted. And for a hyperscaler, power is a modest share of total operating cost, but it’s an enormous constraint on whether a facility can be energized at all. And that asymmetry is what underpins our pricing model. So, if you move to the next slide, let me say a little bit about technologies and relationships. To deliver the behind-the-meter power on accelerated timelines, our initial wave of technology relies on natural gas reciprocating engines, or RESIPs, and unlike industrial gas turbines, which currently suffer from five-year supply chain lead times, reciprocating engines can be delivered and commissioned within 12 months of ordering. And reciprocs provide extraordinary operational advantages: rapid start times, superior load-following capabilities for variable data center demand, modular redundancy across multiple units, and lower capital expenditure per megawatt. So, while we’re technology agnostic and we choose the best technology for each project to secure the capacity we need at scale and speed, we established a long-term strategic collaboration two years ago with Rolls-Royce Solutions America, and this relationship is intended to give ONE Nuclear priority access to Rolls-Royce MTU gas reciprocating power units and delivery slots.

And the slots and performance terms are established through purchase orders placed under this collaboration agreement, and configured with appropriate redundancy, these systems are designed to support Tier Three availability levels, and can be built out to Tier Four standards, the high reliability campus environment that our customers require. And while gas provides, we’ll still stick with that slide, Caldwell. While gas provides our immediate bridge, nuclear SMRs represent our long-term baseline. We don’t tie ourselves exclusively to a single nuclear reactor technology. Instead, we maintain a flexible multi-technology framework across leading Generation 3+ light water designs, such as Rolls-Royce SMR, GE Hitachi’s BWRX-300, and Westinghouse’s AP300, as well as Generation 4 advanced reactors from technology providers such as TerraPower and X-energy. So when evaluating which SMR technology to deploy at specific energy parks, we weigh the core criteria that are really important for our customers: scale, site conditions, the deployment timeline, and economics. And we focus particularly on supply chain maturity, which is rapidly developing and improving, so developing multi-gigawatt energy parks requires world-class execution capabilities across energy trading, engineering, and facility operations. And to commercialize our power output, we have a collaboration agreement with one of the largest power traders in the United States, covering demand aggregation and a potential credit sleeving role for long-term PPAs. Where their structure is used, hyperscale customers would receive credit support from an investment-grade energy major, while ONE Nuclear handles the physical delivery, and terms are agreed transaction by transaction. And on the development and construction side, we work with Black & Veatch and other EPC specialists for end-to-end services, site evaluations, and licensing. And to ensure complete operational readiness as we transition into nuclear generation, we’re working towards a venture with Quadrant Nuclear Industries, led by former U.S. Navy-trained nuclear operators. The venture is intended to build our dedicated workforce and the training pipeline that can handle turnkey nuclear plant operations and satisfy the stringent regulatory oversight requirements. So I’d now like to hand over to our chief investment officer, Coen Weddepohl, to talk about development systems and the economics of active projects. Coen,

Coen Weddepohl

Thanks, Richard. So our development strategy is anchored by a small number of high priority sites. Those are drawn from a screen pipeline of more than 75 candidate locations that we have in various stages of due diligence and site control at the moment. But to accelerate our pipeline execution, we recently completed the acquisition of Amino Sustainability Group, which we’re super excited about. Amino is a leading energy and digital infrastructure development advisory firm. In conjunction with this acquisition, we’re delighted that Amino’s founder Christopher Hansmeyer has joined ONE Nuclear as our chief development officer. Chris brings 28 years of infrastructure experience, having previously developed over 50 gigawatts of power projects across North America, at BP Lightsource, LG Electronics, and Abengoa. He will lead the full development life cycle across the company’s portfolio, from site origination all the way through to community engagement, interconnection, and permitting, to ultimately a final investment decision. And by integrating Amino’s proprietary methodologies, site selection frameworks, and permitting strategies directly into ONE Nuclear, we now build an agile development engine that is designed to shorten time to market and accelerate our path to first revenues. So let me take you to two most advanced sites, both of which are in active commercial negotiation at the moment. I would note that no power purchase agreement or PPA has been signed at either of those sites to date. First, in East Texas in the ERCOT market, this is a large site of over 1,000 acres with access to major fiber backbones and natural gas pipelines critical to the project. Here we’re working with a major national data center developer to deliver an initial one gigawatt gas project by 2028, followed by nuclear, followed also by nuclear SMRs. We expect the PPA to be signed within six months from today, and the second site is in New Mexico. This is an approximately 6000 acre opportunity under a non-binding letter of intent signed in March of this year. The contemplated development begins with a gigawatt gas deployment and to fully build out good skill towards 10 gigawatts. Both the exclusivity and scale level are subject to definitive agreements currently under negotiation with the development partners. So I want to walk you through the unit economics of a gigawatt gas energy park model. These are modeled figures for a single mature site operating at full contracted output, they are not forecasts of company results, and they assume a signed PPA and a completed build, neither of which we have at any site today. At a target behind the meter PPA rate of $95 per megawatt hour, and an assumed capacity factor of roughly 74%, a single one gigawatt facility could generate approximately 660 million dollars in annual revenue. Our modeled all-in levelized cost of energy for such a facility is 60 to 80 dollars per megawatt hour, which includes recovery of construction capital. After deducting variable and fixed O&M costs, the model shows approximately 361 million dollars in site EBITDA, a 59% EBITDA margin, and after maintenance capex and taxes, modeled unlevered site cash flow is around 306 million dollars per year annually. I want to flag clearly that this figure is before project debt service on a facility financed, as I will describe in a moment, debt service would absorb a material portion of that cash flow, and the residual is what accrues to equity. So, from a capital allocation perspective, our development strategy is highly capital efficient. During the pre-financial investment decision phase, or the pre-FID phase, the development costs are modest, approximately 20 million to 50 million dollars per site for environmental studies, permitting, and equipment deposits, which we fund 100% via balance sheet equity. Post-FID phase, once an offtake PPA signed with an investment grade customer, the post FID capital expenditure, which is around $250 million to $270 million per 200 megawatt tranche, is financed primarily through non-recourse project debt backstopped by long-term contracted revenues, if executed as planned, this phased gas rollout is designed to produce contracted, relatively predictable cash flows that progressively de-risk our corporate capital structure as we work towards multiple gigawatts of combined gas and nuclear capacity over the next decade. Our timelines depend on securing offtake equipment and project financing, and that’s where we’re heading. And with that, let me hand it back to you, Richard.

Richard Taylor

Thanks, Coen. And a business model of the scale Coen’s described requires institutional-grade management and governance. Our management team combines more than a century of collective experience across BP, Merrill Lynch, Bankers Trust, Energy Re, Energy Infrastructure Funds. You can see some of the logos on the slides. The team has successfully managed and structured billions of dollars in energy infrastructure projects. So our management team includes Coen and founders, Chief Strategy Officer Robert Carilli, and Chief Operating Officer Kevin Dowd, and myself as the CEO. And now we have two new additions as we prepare for our public listing and company growth. Chris Hansmeyer has joined as Chief Development Officer. Coen talked about Chris and our acquisition of Amino, and very pleased to have Ann Anthony on the call today, as she joined this week as Chief Financial Officer. And Ann brings a stellar public company track record, having previously served as CFO of OPAL Fuels, where she successfully guided the company through its de-SPAC public listing, and she’s the former principal financial officer at South Jersey Industries Utilities, and will lead our capital formation, treasury, and public company reporting framework. And our management team is supported by a distinguished advisory board, with policy, nuclear, and regulatory experience, including Florida State Senator Joe Gruters, former Trump campaign co-chair and advisor Chris LaCivita, former Swiss Re Brazil CEO Margo Black, advocate Slater Bayliss, and professor of nuclear engineering at North Carolina State, Dr. Robert Hayes. For our main board, Elizabeth Williams has recently been nominated as our final independent director, completing our board slate ahead of closing. Elizabeth currently serves as an independent director for Innventure, as Audit Chair for Hennessy Capital Investment Corp. VIII, and is former head of corporate strategy at ABB, with a 20 billion dollar global footprint, and at Tenneco, and Elizabeth will chair our audit committee. With Elizabeth’s nomination, our post-closing board of directors is expected to comprise seven members, a majority of whom will qualify as independent under Nasdaq listing standards. Elizabeth joins Darryl Willis, currently corporate VP for Energy at Microsoft and ex-Google and ex BP. Kyle Crowley, former Exelon and Constellation, and Dan Hennessy, managing member of Hennessy Capital. Independent directors will hold a majority of board seats, and will chair all the board committees, giving us an enterprise-grade governance structure from day one. So, in summary, we’re developing fast. We have a great team. We have great execution capability, a great development portfolio, and we’re really excited about becoming a public company and the access to capital that that will bring. And we’ll be measuring our performance against a number of objectives over the next 12 months, including a definitive agreement at our East Texas site, conversion of the New Mexico letter of intent into binding operational agreements, a firm equipment order that secures delivery slots, and a first project financing commitment, and we’ll report against these specifically on each quarterly call. So thank you again to everyone on the call, and I’ll now hand back to Tom Hennessy to cover our transaction framework and listing timeline. Thank you.

Tom Hennessy

Thank you, Richard, Coen. The proposed business combination between Hennessy VII and ONE Nuclear Energy represents an ideal alignment of strategy and capital. Existing ONE Nuclear equity holders are rolling 100% of their equity into the combined company, no founder or management shares are being cashed out, so the team’s entire economic interest stays in the business alongside investors. Cash delivered at closing will be used to convert our priority sites into projects with signed PPAs. Our Form S-4 registration statement has been declared effective by the SEC and subject to shareholder approval and the satisfaction of customary closing conditions, we are targeting transaction close and listing on NASDAQ under the ticker symbol “ONEN” in immediate near term. ONE Nuclear sits precisely at the convergence of three massive macro forces, as Richard and Coen described. Number one, accelerating AI power demand. Number two, severe utility grid paralysis. Number three, the urgent push for clean baseload energy. With our fast track gas bridge, strategic partnerships, premier site control, and institutional leadership, we are ready to build the primary energy platform for the modern economy. In conclusion, ONE Nuclear’s value proposition to you as investors is that number one, ONE Nuclear has a site portfolio that sits in two markets where power is scarcest. Number two, ONE Nuclear has an equipment channel that shortens delivery to roughly 12 months against a five-year turbine queue. Number three, ONE Nuclear has a trading and credit sleeving relationship that makes our output bankable to investment grade offtakers And number four, as Richard just described, the ONE Nuclear management team has structured billions of dollars of energy infrastructure and is public ready. Thank you for your time today. Please feel free to contact us through the links and contact numbers on the press release of August 18th. That concludes our presentation.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

15 documents