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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): June 1, 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
1.01 Entry into a Material Definitive Agreement.
As
previously reported, (i) on October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability
(“HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger
Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”), entered into a business combination
agreement (as amended on March 31, 2026, the “Business Combination Agreement”), pursuant to which the parties thereto will
enter into a business combination transaction (the “Business Combination”), and (ii) on December 19, 2025, ONE Nuclear issued
a promissory note (as amended on March 31, 2026, the “Promissory Note”) to HVII for loan advances up to an aggregate principal
amount of $300,000, solely to pay expenses incurred in connection with third-party legal, accounting, and audit services.
On
June 1, 2026, HVII, Merger Sub and ONE Nuclear entered into an amendment to the Business Combination Agreement and Promissory Note (the
“Second Omnibus Amendment”). The Second Omnibus Amendment (a) extends (i) the outside date for consummating the Business
Combination from June 30, 2026 to August 15, 2026, and (ii) the maturity date of the Promissory Note from June 30, 2026 to August 15,
2026 and (b) increases the maximum aggregate principal amount of loan advances under the Promissory
Note from $300,000 to
$316,975.
The
foregoing description of the Second Omnibus Amendment does not purport to be complete and is qualified in its entirety by the full text
of the Amendment filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein
by reference.
************
Important
Information for Investors and Stockholders
In
connection with the Business Combination, HVII and ONE Nuclear, as co-registrant, have filed with 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”). After the SEC declares the Registration Statement effective, HVII
plans to file the definitive Proxy Statement with the SEC and to mail copies to HVII’s shareholders as of a record date to be established
for voting on the Business Combination.
This
Current Report does not contain all the information that should be considered concerning the Business Combination and is not a substitute
for the Registration Statement, the 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 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, 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 definitive agreements related to the Business Combination 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 Agreement or the 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 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 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.
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 |
| |
|
|
| 2.1 |
|
Omnibus Amendment No. 2 to the Business Combination Agreement and Promissory Note, dated as of June 1, 2026, by and among Hennessy Capital Investment Corp. VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC. |
| 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:
June 2, 2026
