Hennessy VII Completes ONE Nuclear Deal; $2.2M Left

Q: How much remained in HVII’s trust account after redemptions?

Approximately $2.2 million remained after redemptions and prepayments under HVII’s forward purchase agreement, before expenses.

Approximately $2.2 million remained in the trust account after redemptions and forward-purchase prepayments, before expenses.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VII (HVII) completed its business combination with ONE Nuclear Energy, LLC on September 23, 2026. HVII completed its domestication as a Delaware corporation, was renamed ONE Nuclear Energy Inc., and made ONE Nuclear a direct, wholly owned subsidiary. The new company’s common stock was expected to begin trading on Nasdaq on September 24, 2026, under ticker ONEN.

Hennessy VII redeemed 13,809,029 Class A ordinary shares at approximately $10.61 per share, paying approximately $146.5 million in total. After redemptions and prepayments under its forward purchase agreement, approximately $2.2 million remained in the trust account before expenses.

ONE Nuclear described its Louisiana portfolio as 5 GW of nuclear, natural-gas and battery-storage capacity in active development across three projects. Project Amberjack targets up to 1 GW of nuclear generation; Projects Cayman and Barracuda include 2.88 GW and 1.2 GW natural-gas plants, respectively, with battery-storage and data-center projects.

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8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

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

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Class A ordinary shares redeemed: 13,809,029 shares Redemption price: Approximately $10.61 per share Aggregate redemption payment: Approximately $146.5 million +4 more

7 metrics

Class A ordinary shares redeemed 13,809,029 shares In connection with the business combination

Redemption price Approximately $10.61 per share Class A ordinary shares redeemed

Aggregate redemption payment Approximately $146.5 million For redeemed Class A ordinary shares

Trust account balance Approximately $2.2 million After redemptions and forward purchase agreement prepayments, before expenses

Louisiana portfolio capacity in active development 5 GW Nuclear, natural-gas and battery-storage projects

Project Amberjack targeted nuclear generation capacity Up to 1 GW Advanced nuclear generation

Project Cayman natural-gas plant capacity 2.88 GW Louisiana portfolio

Key Terms

domestication, small modular reactor, Battery Energy Storage System, forward purchase agreement, +1 more

5 terms

domestication regulatory

"completed its previously disclosed domestication as a Delaware corporation"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

small modular reactor technical

"advanced nuclear small modular reactor (“SMR”) technologies"

A small modular reactor is a compact nuclear power plant designed to generate electricity in smaller amounts compared to traditional reactors. It can be built in factories, then transported and assembled on-site, making it quicker and often cheaper to deploy. For investors, these reactors represent a potential source of clean energy with lower upfront costs and flexible scaling, which could influence future energy markets and infrastructure investments.

Battery Energy Storage System technical

"700 MW, 2.88 GWh Battery Energy Storage System project"

A battery energy storage system is a device that stores electricity for later use, much like a rechargeable battery for a phone or laptop. It allows energy generated during times of low demand or from renewable sources to be saved and released when needed, helping to balance supply and demand. For investors, it represents a way to support reliable energy flow and capitalize on the increasing demand for flexible, clean power solutions.

forward purchase agreement financial

"prepayments under HVII’s previously disclosed forward purchase agreement"

A forward purchase agreement is a contract in which a buyer commits now to purchase securities or assets from a company at a set price and on a future date, much like placing a pre-order for a product to be delivered later. For investors it matters because it provides predictable funding or supply, can affect share dilution and company valuation when the purchase happens, and signals the buyer’s confidence or risk exposure to future events.

trust account financial

"trust account holding the proceeds from HVII’s initial public offering"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much remained in HVII’s trust account after redemptions?

Approximately $2.2 million remained after redemptions and prepayments under HVII’s forward purchase agreement, before expenses.

What projects make up ONE Nuclear’s Louisiana portfolio?

The portfolio includes Project Amberjack, targeting up to 1 GW of advanced nuclear capacity; Project Cayman, a 2.88 GW natural-gas plant and a 700 MW, 2.88 GWh battery project; and Project Barracuda, a 1.2 GW natural-gas plant with a 300 MW / 1,200 MWh battery system. Project Barracuda also includes a co-located 1 GW data center.

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

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Available on EDGAR 09/23/2026 - 04:31 PM Accepted by SEC EDGAR 09/23/2026 - 04:30 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): September 23, 2026

ONE Nuclear Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42479

98-1813620

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

700 S. Rosemary Avenue, Suite 204

West Palm Beach, FL

33401

(Address of principal executive offices)

(Zip Code)

(561) 779-9400

(Registrant’s telephone number, including area code)

Hennessy Capital Investment Corp. VII

195 US Hwy 50, Suite 207

Zephyr Cove, Nevada 89448

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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
Common Stock, par value $0.0001 per share		ONEN		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.

On September 23, 2026, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company (“HVII”), and ONE Nuclear Energy, LLC, a Delaware limited liability company (“ONE Nuclear”), issued a press release announcing the closing of the business combination contemplated by the Business Combination Agreement, dated as of October 22, 2025, as amended by that certain Omnibus Amendment No. 1, dated as of March 31, 2026, that certain Omnibus Amendment No. 2, dated as of June 1, 2026 and that certain Omnibus Amendment No. 3, dated as of August 7, 2026, by and among HVII, Solis Merger Sub LLC, a Delaware limited liability company, and ONE Nuclear (the “Business Combination”), pursuant to which HVII was renamed “ONE Nuclear Energy Inc.” (HVII, as renamed, “New ONE Nuclear”), and the listing of the common stock of New ONE Nuclear, par value $0.0001 per share (“New One Nuclear Common Stock”), on The Nasdaq Stock Market LLC (“Nasdaq”).

New One Nuclear Common Stock is expected to commence trading on Nasdaq on September 24, 2026 under the ticker symbol “ONEN.”

On September 23, 2026, Richard Taylor, Chief Executive Officer of New ONE Nuclear, presented at the Nuclear Innovation Summit investor conference. A copy of Mr. Taylor’s presentation used in connection with the Nuclear Innovation Summit is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained under this Item 7.01 in this Report, including Exhibits 99.1 and 99.2 hereto, are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01

Other Items.

In connection with the closing of the Business Combination, holders of 13,809,029 Class A ordinary shares sold in HVII’s initial public offering properly exercised their right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from HVII’s initial public offering. On September 23, 2026, prior to the HVII’s domestication as a Delaware corporation pursuant to the Business Combination, HVII redeemed 13,809,029 Class A ordinary shares for approximately $10.61 per share and an aggregate redemption payment of approximately $146.5 million. As a result, on September 23, 2026, after giving effect to redemptions and prepayments under HVII’s previously disclosed forward purchase agreement and before paying expenses, there was approximately $2.2 million remaining in HVII’s trust account.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press release, dated September 23, 2026.
99.2		Investor Presentation, dated September 2026.
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.

		ONE NUCLEAR ENERGY INC.

Date: September 23, 2026		/s/ Richard Taylor
	Name:	Richard Taylor
	Title:	Chief Executive Officer

Exhibit 99.1

ONE Nuclear Energy LLC and Hennessy Capital Investment Corp. VII Announce Closing of Business Combination

ONE Nuclear Energy Inc. Expected to Trade Under Ticker “ONEN” on Nasdaq on or About September 24, 2026

Transaction positions ONE Nuclear to advance its nuclear and large-scale energy infrastructure development platform

Combined Platform Launches with 5 GW of Nuclear, Natural Gas and Battery Storage Capacity in Active Development

West Palm Beach, Florida, and Zephyr Cove, Nevada, September 23, 2026 (BUSINESS WIRE) — ONE Nuclear Energy LLC (“ONE Nuclear”), an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear technologies, and Hennessy Capital Investment Corp. VII (“Hennessy VII”), a special purpose acquisition company, today announced the closing of their previously announced business combination (the “Business Combination”). The Business Combination was approved by Hennessy VII shareholders at an extraordinary general meeting held on August 24, 2026. In connection with the closing, Hennessy VII completed its previously disclosed domestication as a Delaware corporation and ONE Nuclear became a direct, wholly-owned subsidiary of Hennessy VII. Effective immediately following the consummation of the Business Combination, the combined company was renamed “ONE Nuclear Energy Inc.” Shares of ONE Nuclear Energy Inc.’s common stock are expected to commence trading on the Nasdaq Global Market under the ticker symbol “ONEN” on or about September 24, 2026.

“Today is an important milestone in ONE Nuclear’s journey. As a public company, we are well positioned to accelerate the development of our integrated natural gas and advanced nuclear platform and help meet the surging demand for reliable, baseload power,” said Richard Taylor, Co-Founder, Chairman and Chief Executive Officer of ONE Nuclear. “Going public gives us the capital access and visibility to move the Louisiana Portfolio forward at the pace the market demands, including meeting the fast-growing power needs of AI and data center customers. We are grateful to our shareholders and partners for their support as we build the energy infrastructure America needs.”

ONE Nuclear’s 5 GW Louisiana Portfolio consists of three energy projects

ONE Nuclear’s multi-technology strategy pairs fast-to-market natural gas generation with advanced nuclear small modular reactor (“SMR”) technologies to deliver reliable, baseload power at scale. ONE Nuclear is advancing a pipeline of utility-scale projects designed around the needs of specific customers, grids and communities. ONE Nuclear’s Louisiana Portfolio includes Project Amberjack, a standalone, scalable, multi-unit SMR campus targeting up to 1 GW of advanced nuclear generation capacity, Project Cayman, a separate 2.88 GW natural gas plant and a 700 MW, 2.88 GWh Battery Energy Storage System project with a co-located high-capacity data center campus, and Project Barracuda, a 1.2 GW natural-gas plant with a 300 MW / 1,200 MWh BESS and a co-located 1 GW data center. To support its development program, ONE Nuclear works with a range of leading technology providers across the natural gas and advanced nuclear sectors and is supported by a management team and advisory board with deep energy, nuclear, regulatory and governmental experience.

Daniel J. Hennessy, the Chairman & Chief Executive Officer of Hennessy VII said, “We are excited to see the Business Combination successfully completed and congratulate the ONE Nuclear Energy team on this milestone. Becoming a publicly listed company positions ONE Nuclear to complete its growth plans, address the country’s growing need for reliable, large-scale power and create significant and sustained value for all stakeholders.”

B. Riley Securities, Inc. served as financial advisor, Rose & Ward PLLC and Nelson Mullins Riley & Scarborough, LLP served as legal advisors, and ICR, Inc. served as strategic communications advisor to ONE Nuclear. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC served as exclusive financial advisor and lead capital markets advisor, Sidley Austin LLP served as U.S. legal advisor and Appleby (Cayman) Ltd. served as Cayman Islands legal advisor to Hennessy VII.

About ONE Nuclear

ONE Nuclear develops advanced nuclear and large-scale energy infrastructure designed to deliver reliable power, strengthen energy security and enable American industrial growth. The company advances projects through disciplined site control, siting and constraints analysis, regulatory planning, engineering coordination and project development. For more information, please visit www.onenuclearenergy.com.

About Hennessy VII

Hennessy VII 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.

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,” “position,” “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 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) market risks; (2) the effect of the announcement and the consummation of the Business Combination on ONE Nuclear’s business relationships, performance, and business generally; (3) failure to realize anticipated benefits from the Business Combination; (4) the outcome of any legal proceedings that may be instituted against ONE Nuclear or Hennessy VII related to the Business Combination; (5) 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; (6) competition in ONE Nuclear’s industry; (7) transaction-related costs; (8) the risk that changes in laws or regulations adversely affect ONE Nuclear’s business plans and operations; (9) adverse economic or competitive conditions; (10) 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; (11) 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 (12) other risks and uncertainties described in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the 424(b) final prospectus filed by Hennessy VII (n/k/a ONE Nuclear Energy Inc.) with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2026, and in those documents that Hennessy VII (n/k/a ONE Nuclear Energy Inc.) has filed, or will file, with the SEC. 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.

Contacts

For Investors:

Caldwell Bailey – ICR, Inc.

onenuclear@icrinc.com

For Media:

Matt Dallas – ICR, Inc.

onenuclear@icrinc.com

Exhibit 99.2