Hennessy Capital VII converts 250K Class B shares

The merger terms also describe a second one-for-one conversion, from Class A ordinary shares into ONE Nuclear Energy Inc. successor shares.

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VII (HVII), identified as the predecessor issuer, had a reported conversion on September 23, 2026 involving 250,000 Class B ordinary shares and 250,000 Class A ordinary shares; 250,000 Class A ordinary shares were listed after the transaction. The merger terms describe one-for-one conversion from Class B to Class A, followed by conversion of Class A shares one-for-one into ONE Nuclear Energy Inc. successor shares. Nicholas Boris Geeza, identified as CFO of the predecessor issuer, had pecuniary interests through HC VII Sponsor LLC, but the footnote says he had no voting or dispositive control.

Insider Trade Summary

250,000 shares exercised/converted

Exercise 2 txns

Insider Geeza Nicholas Boris

Role Insider

Type	Security	Shares	Price	Value
Exercise	Class B ordinary shares F1, F2, F4, F3	250,000	$0.00	$0.00
Exercise	Class A ordinary shares F1, F3, F2, F4	250,000	--	--

Holdings After Transaction: Class B ordinary shares — 0 contracts (Direct); Class A ordinary shares — 250,000 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 his 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 converted: 250,000 shares Class A ordinary shares acquired: 250,000 shares Class A ordinary shares after transaction: 250,000 shares +2 more

5 metrics

Class B ordinary shares converted 250,000 shares September 23, 2026 transaction

Class A ordinary shares acquired 250,000 shares September 23, 2026 transaction

Class A ordinary shares after transaction 250,000 shares Reported position after the transaction

Class B-to-Class A conversion ratio 1-for-1 Merger terms

Class A-to-successor-share conversion ratio 1-for-1 After the domestication

Key Terms

Sponsor Share Conversion, Domestication, pecuniary interests, dispositive control

4 terms

Sponsor Share Conversion technical

"the Sponsor Share Conversion automatically, on a one-for-one basis"

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.

pecuniary interests financial

"also has pecuniary interests in securities through his membership interest"

dispositive control regulatory

"does not have voting or dispositive control"

FAQ

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

How many shares were converted in the HVII Form 4?

The transaction reports 250,000 Class B ordinary shares disposed and 250,000 Class A ordinary shares acquired on September 23, 2026. The reported position after the transaction was 250,000 Class A ordinary shares.

Was the HVII conversion made under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for the September 23, 2026 conversion.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/23/2026 - 06:09 PM Accepted by SEC EDGAR 09/23/2026 - 06:08 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^*

Geeza Nicholas Boris

(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)
			CFO 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)		250,000(4)	A	(1)(2)	250,000(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)			250,000(4)	(1)(2)	(1)(2)	Class A ordinary shares(1)(3)	250,000(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 his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control.

	/s/ Nicholas Geeza	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)