ONE Nuclear Energy: New Circle acquires 4.99M shares

The agreement permits partial termination after closing and sets a 90-day maturity, extendable by written agreement.

Rhea-AI Filing Summary

ONE Nuclear Energy Inc. (HVII) had 4,987,103 common shares acquired and held directly by New Circle Capital Solutions, LP (the Fund) under a prepaid share forward on September 23, 2026. The shares were purchased from redeeming holders and converted one-for-one from HVII Class A ordinary shares. The Fund was prepaid the number of shares times the $10.61 closing redemption price per share.

The reporting persons became beneficial owners of more than 10% upon acquisition, then ceased to be beneficial owners of more than 10% of the issuer’s common stock after business-combination share issuances later that day. The Fund may terminate the agreement in whole or part after closing; the issuer is entitled to receive the Initial Price times the terminated shares, reducible by mutual agreement. At maturity, 90 days after closing and extendable by written agreement, the Fund will return remaining shares and retain the Initial Price per share. NCCS GP, LLC is the Fund’s general partner, NCCS Management, LLC its investment manager, and Osman H. Ahmed and Walter V. Arnold are the investment manager’s co-managing partners. Each disclaims beneficial ownership except to the extent of a pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider New Circle Capital Solutions, LP, NCCS Management, LLC

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Forward Purchase Agreement F3, F2	--	--	--
holding	Common Stock, par value $0.0001 per share F1, F2	--	--	--

Holdings After Transaction: Forward Purchase Agreement — 4,987,103 contracts (Direct); Common Stock, par value $0.0001 per share — 4,987,103 shares (Direct)

Footnotes (3)

1. F1. The reported securities were acquired on September 23, 2026, as Class A ordinary shares of Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company ("HVII"), which on that date, in connection with HVII's domestication as a Delaware corporation and concurrent business combination, converted on a one-for-one basis into shares of common stock, par value $0.0001 per share, of the Issuer (formerly HVII). The Issuer succeeded to HVII's registration under Section 12(b) of the Securities Exchange Act of 1934 pursuant to Rule 12g-3 thereunder.
2. F2. The reported securities are held directly by New Circle Capital Solutions LP (the "Fund"). NCCS GP, LLC, as general partner of the Fund ("General Partner"), NCCS Management, LLC as investment manager of the Fund ("Investment Manager"), Osman H. Ahmed and Walter V. Arnold, as co-managing partners of the Investment Manager (collectively, the "Reporting Persons"), may be deemed to beneficially own the securities held by the Fund. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
3. F3. Represents the Fund's rights and obligations under the Forward Purchase Agreement among Hennessy Capital Investment Corp. VII ("HVII"), ONE Nuclear Energy LLC and the Fund (the "FPA"), a prepaid share forward with respect to the 4,987,103 shares reported in Table I. The Fund purchased the shares from redeeming holders, the related redemption requests were reversed, and the Fund was prepaid the number of shares times the $10.61 closing redemption price (the "Initial Price"). The Fund may terminate the transaction in whole or in part at any time after the September 23, 2026 closing, with the Issuer entitled to receive the Initial Price (reducible by mutual agreement) times the terminated shares. At maturity (90 days after closing; extendable by written agreement), the Fund will return the remaining shares and retain the Initial Price per share. This description is qualified by reference to the FPA filed as Exhibit 10.1 to HVII's Form 8-K filed September 22, 2026.

Key Figures

Common shares held directly by the Fund: 4,987,103 shares Initial Price: $10.61 per share Maturity: 90 days after closing +1 more

4 metrics

Common shares held directly by the Fund 4,987,103 shares September 23, 2026

Initial Price $10.61 per share Closing redemption price under the prepaid share forward

Maturity 90 days after closing Extendable by written agreement

Beneficial ownership threshold More than 10% Reached upon acquisition; ceased after share issuances later on September 23, 2026

Key Terms

prepaid share forward, Initial Price, pecuniary interest, domestication

4 terms

prepaid share forward financial

"a prepaid share forward with respect to the 4,987,103 shares"

Initial Price financial

"the $10.61 closing redemption price (the "Initial Price")"

pecuniary interest regulatory

"except to the extent of his or its pecuniary interest therein"

domestication technical

"in connection with HVII's 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.

FAQ

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

How many shares did New Circle Capital Solutions hold in ONE Nuclear Energy (HVII)?

New Circle Capital Solutions, LP directly held 4,987,103 common shares acquired on September 23, 2026. The reporting persons became beneficial owners of more than 10% upon acquisition, then ceased to be beneficial owners of more than 10% after business-combination share issuances later that day.

What are the terms of ONE Nuclear Energy’s (HVII) prepaid share forward?

The Fund may terminate all or part of the agreement after closing; the issuer is entitled to receive the $10.61 Initial Price per share times the terminated shares, reducible by mutual agreement. At maturity, 90 days after closing and extendable by written agreement, the Fund will return remaining shares and retain the Initial Price per share.

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

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Available on EDGAR 10/05/2026 - 06:38 PM Accepted by SEC EDGAR 10/05/2026 - 06:37 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

New Circle Capital Solutions, LP

(Last) (First) (Middle)

C/O NCCS MANAGEMENT, LLC

230 PARK AVENUE, 3RD FLOOR WEST

(Street)

NEW YORK NEW YORK 10169

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2026

3. Issuer Name and Ticker or Trading Symbol
ONE Nuclear Energy Inc. [ ONEN ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share(1)	4,987,103(1)(2)	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Purchase Agreement(3)	09/23/2026(3)	12/22/2026(3)	Common Stock	4,987,103(3)	$10.61(3)	D(2)

1. Name and Address of Reporting Person^*

New Circle Capital Solutions, LP

(Last) (First) (Middle)

C/O NCCS MANAGEMENT, LLC

230 PARK AVENUE, 3RD FLOOR WEST

(Street)

NEW YORK NEW YORK 10169

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NCCS Management, LLC

(Last) (First) (Middle)

230 PARK AVENUE, 3RD FLOOR WEST

(Street)

NEW YORK NEW YORK 10169

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported securities were acquired on September 23, 2026, as Class A ordinary shares of Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company ("HVII"), which on that date, in connection with HVII's domestication as a Delaware corporation and concurrent business combination, converted on a one-for-one basis into shares of common stock, par value $0.0001 per share, of the Issuer (formerly HVII). The Issuer succeeded to HVII's registration under Section 12(b) of the Securities Exchange Act of 1934 pursuant to Rule 12g-3 thereunder.

2. The reported securities are held directly by New Circle Capital Solutions LP (the "Fund"). NCCS GP, LLC, as general partner of the Fund ("General Partner"), NCCS Management, LLC as investment manager of the Fund ("Investment Manager"), Osman H. Ahmed and Walter V. Arnold, as co-managing partners of the Investment Manager (collectively, the "Reporting Persons"), may be deemed to beneficially own the securities held by the Fund. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

3. Represents the Fund's rights and obligations under the Forward Purchase Agreement among Hennessy Capital Investment Corp. VII ("HVII"), ONE Nuclear Energy LLC and the Fund (the "FPA"), a prepaid share forward with respect to the 4,987,103 shares reported in Table I. The Fund purchased the shares from redeeming holders, the related redemption requests were reversed, and the Fund was prepaid the number of shares times the $10.61 closing redemption price (the "Initial Price"). The Fund may terminate the transaction in whole or in part at any time after the September 23, 2026 closing, with the Issuer entitled to receive the Initial Price (reducible by mutual agreement) times the terminated shares. At maturity (90 days after closing; extendable by written agreement), the Fund will return the remaining shares and retain the Initial Price per share. This description is qualified by reference to the FPA filed as Exhibit 10.1 to HVII's Form 8-K filed September 22, 2026.

Remarks:

The Reporting Persons became beneficial owners of more than ten percent of the outstanding Class A ordinary shares of HVII on September 23, 2026, upon the acquisition of the 4,987,103 shares described in footnote (1). Later on the same date, as a result of share issuances effected at the closing of the business combination, the Reporting Persons ceased to be beneficial owners of more than ten percent of the Issuer's outstanding common stock.

	New Circle Capital Solutions LP By: /s/ Osman H. Ahmed, Authorized Person	10/05/2026
	NCCS Management, LLC By: /s/ Osman H. Ahmed, Authorized Person	10/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)