Hennessy Capital VII director converts 30,000 shares

The merger's sequential one-for-one conversions carried predecessor Class B ordinary shares into the successor company's common stock.

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VII (HVII), identified as the predecessor issuer, recorded a merger-related conversion by Poonam Sharma, a Director of Predecessor Issuer. On September 23, 2026, she disposed of 30,000 Class B ordinary shares and acquired 30,000 Class A ordinary shares through an automatic one-for-one conversion. The transaction reports 30,000 Class A ordinary shares following the conversion; under the merger terms, each Class A ordinary share then converted automatically one-for-one into a share of common stock of successor ONE Nuclear Energy Inc.

Insider Trade Summary

30,000 shares exercised/converted

Exercise 2 txns

Insider Sharma Poonam

Role Insider

Type	Security	Shares	Price	Value
Exercise	Class B ordinary shares F1, F2, F4, F3	30,000	$0.00	$0.00
Exercise	Class A ordinary shares F1, F3, F2, F4	30,000	--	--

Holdings After Transaction: Class B ordinary shares — 0 contracts (Direct); Class A ordinary shares — 30,000 shares (Direct)

Footnotes (4)

1. F1. Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.
2. F2. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").
3. F3. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
4. F4. The reporting person also has pecuniary interests in securities through her membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control.

Key Figures

Class B ordinary shares disposed: 30,000 shares Class A ordinary shares acquired: 30,000 shares Class A ordinary shares following transaction: 30,000 shares +2 more

5 metrics

Class B ordinary shares disposed 30,000 shares Merger-related conversion on September 23, 2026.

Class A ordinary shares acquired 30,000 shares Merger-related conversion on September 23, 2026.

Class A ordinary shares following transaction 30,000 shares Reported position following the transaction on September 23, 2026.

Class B-to-Class A conversion ratio 1 Class A ordinary share per 1 Class B ordinary share Automatic conversion under the merger agreement.

Class A-to-successor common stock conversion ratio 1 successor share per 1 Class A ordinary share Automatic conversion following the domestication.

Key Terms

Sponsor Share Conversion, Domestication, Successor Share

3 terms

Sponsor Share Conversion technical

"the "Sponsor Share Conversion""

Domestication technical

"such continuation and domestication, the "Domestication""

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.

Successor Share technical

"each a "Successor Share""

FAQ

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

How many HVII shares did Poonam Sharma convert?

On September 23, 2026, Poonam Sharma disposed of 30,000 Class B ordinary shares and acquired 30,000 Class A ordinary shares in an automatic one-for-one conversion under the merger agreement.

How did the merger affect HVII's Class A ordinary shares?

Under the merger terms, each Class A ordinary share converted automatically, one-for-one, into one share of common stock of successor ONE Nuclear Energy Inc. The merger disclosure states that this conversion did not alter security holders' proportionate interests.

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

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Available on EDGAR 09/23/2026 - 06:20 PM Accepted by SEC EDGAR 09/23/2026 - 06:19 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sharma Poonam

(Last) (First) (Middle)

195 US HWY 50

SUITE 207

(Street)

ZEPHYR COVE NEVADA 89448

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares(1)(3)	09/23/2026		M(1)(2)		30,000(4)	A	(1)(2)	30,000(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)(2)	09/23/2026		M(1)(2)			30,000(4)	(1)(2)	(1)(2)	Class A ordinary shares(1)(3)	30,000(4)	$0	0	D

Explanation of Responses:

1. Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

2. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

3. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended.

4. The reporting person also has pecuniary interests in securities through her membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control.

	/s/ Nicholas Geeza as attorney-in-fact for Poonam Sharma	09/23/2026
	** 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 4 (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 4: SEC 1474 (03-26)