Hennessy Capital VII Sponsor Converts 5.2M Shares

The records also show 500,000 predecessor rights exchanged for 41,666 successor shares at closing.

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VII (HVII) reports that HC VII Sponsor LLC converted 5,203,333 Class B ordinary shares into the same number of Class A ordinary shares on September 23, 2026. Following the domestication, each Class A share converted one-for-one into a common share of successor ONE Nuclear Energy Inc. The Sponsor also surrendered 500,000 rights, which converted into rights to one-twelfth of a successor share and were exchanged for 41,666 shares at closing. HC VII Sponsor LLC was the record holder and Hennessy Capital Group LLC its sole manager. Daniel J. Hennessy, the predecessor issuer’s Chairman and Chief Executive Officer, and Thomas D. Hennessy, its President, Chief Operating Officer and a director, were the group’s sole managing members; each disclaimed beneficial ownership of Sponsor securities in which he had no pecuniary interest.

Insider Trade Summary

5,703,333 shares exercised/converted

Exercise 4 txns

Insider HC VII Sponsor LLC, Hennessy Capital Group LLC

Role Insider | Insider

Type	Security	Shares	Price	Value
Exercise	Class B ordinary shares F1, F2, F5, F3, F4	5,203,333	$0.00	$0.00
Exercise	Rights to receive Class A ordinary shares F1, F6, F7, F3, F4	500,000	$0.00	$0.00
Exercise	Class A ordinary shares F1, F3, F2, F4	5,203,333	--	--
Exercise	Class A ordinary shares F1, F3, F7, F4	41,666	--	--

Holdings After Transaction: Class B ordinary shares — 0 contracts (Indirect, See Explanation of Responses); Rights to receive Class A ordinary shares — 0 contracts (Indirect, See Explanation of Responses); Class A ordinary shares — 5,744,999 shares (Indirect, See Explanation of Responses)

Footnotes (7)

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 (the "Exchange Act").
4. F4. HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.
5. F5. Amount has been adjusted to reflect the forfeiture of 375,000 Class B Ordinary Shares for no further consideration on January 21, 2025, upon the expiration of the underwriters' over-allotment option, which was partially exercised in connection with the Predecessor Issuer's initial public offering. Such forfeiture was exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Exchange Act.
6. F6. Pursuant to the Merger Agreement, in connection with, and after giving effect to, the Domestication, each then issued and outstanding right (each, a "Predecessor Right") that were automatically convertible into one-twelfth (1/12) of one Class A Ordinary Share upon consummation of the Predecessor's initial business combination converted automatically into a right to acquire one-twelfth (1/12) of one Successor Share (each, a "Successor Right"). The conversion of Predecessor Rights into Successor Rights did not alter the proportionate interests of the rights holders, and accordingly the conversion is exempt from Section 16 of the Exchange Act.
7. F7. Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.

Key Figures

Class B ordinary shares converted: 5,203,333 shares Class A ordinary shares acquired: 5,203,333 shares Rights surrendered: 500,000 rights +1 more

4 metrics

Class B ordinary shares converted 5,203,333 shares Automatic one-for-one conversion on September 23, 2026

Class A ordinary shares acquired 5,203,333 shares Conversion on September 23, 2026

Rights surrendered 500,000 rights Converted and exchanged at closing

Shares exchanged for rights 41,666 shares Successor shares at closing

Key Terms

Sponsor Share Conversion, Domestication, Successor Right, pecuniary interest

4 terms

Sponsor Share Conversion technical

"each then issued and outstanding Class B ordinary share ... converted"

Domestication regulatory

"transferred by way of continuation and deregistration to and domesticated"

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 Right technical

"converted automatically into a right to acquire one-twelfth"

pecuniary interest regulatory

"disclaims beneficial ownership ... in which he does not have any pecuniary interest"

FAQ

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

How many HVII Class B shares were converted?

HC VII Sponsor LLC’s 5,203,333 Class B ordinary shares converted automatically into 5,203,333 Class A ordinary shares on September 23, 2026. The Class A shares then converted one-for-one into common shares of successor ONE Nuclear Energy Inc.

How many HVII rights were exchanged for shares?

500,000 rights converted into rights to acquire one-twelfth of a successor share, and the rights were exchanged for 41,666 shares at closing.

Did HVII’s domestication change security holders’ proportionate interests?

The conversion of Class A ordinary shares into successor shares did not alter security holders’ proportionate interests, according to the transaction terms.

Were the HVII transactions reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported.

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

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Available on EDGAR 09/23/2026 - 06:11 PM Accepted by SEC EDGAR 09/23/2026 - 06:10 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

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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^*

HC VII Sponsor LLC

(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)
			See Remarks

2a. Foreign Trading Symbol

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

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

	Form filed by One Reporting Person
X	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)		5,203,333	A	(1)(2)	5,703,333	I	See Explanation of Responses(4)
Class A ordinary shares(1)(3)	09/23/2026		M(1)(7)		41,666	A	(1)(7)	5,744,999	I	See Explanation of Responses(4)

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)			5,203,333(5)	(1)(2)	(1)(2)	Class A ordinary shares(1)(3)	5,203,333(5)	$0	0	I	See Explanation of Responses(4)
Rights to receive Class A ordinary shares(1)(6)	(1)(7)	09/23/2026		M(1)(7)			500,000	(1)(7)	(1)(7)	Class A ordinary shares(1)(3)	41,666	$0	0	I	See Explanation of Responses(4)

1. Name and Address of Reporting Person^*

HC VII Sponsor LLC

(Last) (First) (Middle)

195 US HWY 50

SUITE 207

(Street)

ZEPHYR COVE NEVADA 89448

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hennessy Capital Group LLC

(Last) (First) (Middle)

195 US HWY 50

SUITE 207

(Street)

ZEPHYR COVE NEVADA 89448

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

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 (the "Exchange Act").

4. HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

5. Amount has been adjusted to reflect the forfeiture of 375,000 Class B Ordinary Shares for no further consideration on January 21, 2025, upon the expiration of the underwriters' over-allotment option, which was partially exercised in connection with the Predecessor Issuer's initial public offering. Such forfeiture was exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Exchange Act.

6. Pursuant to the Merger Agreement, in connection with, and after giving effect to, the Domestication, each then issued and outstanding right (each, a "Predecessor Right") that were automatically convertible into one-twelfth (1/12) of one Class A Ordinary Share upon consummation of the Predecessor's initial business combination converted automatically into a right to acquire one-twelfth (1/12) of one Successor Share (each, a "Successor Right"). The conversion of Predecessor Rights into Successor Rights did not alter the proportionate interests of the rights holders, and accordingly the conversion is exempt from Section 16 of the Exchange Act.

7. Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.

Remarks:

Each of the Reporting Persons was a 10% owner of the Predecessor Issuer. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy served as a director and an officer of the Predecessor Issuer and, as a result, each of the Reporting Persons may be deemed to have been a director of the Predecessor Issuer by deputization for purposes of Section 16. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy files Section 16 reports for each of the Predecessor Issuer and the Successor Issuer separately from the Reporting Persons.

	/s/ Daniel J. Hennessy, Managing Member of Hennessy Capital Group LLC, the Manager of HC VII Sponsor LLC	09/23/2026
	/s/ Daniel J. Hennessy, Managing Member of Hennessy Capital Group LLC	09/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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* Form 4: SEC 1474 (03-26)