Welcome to our dedicated page for Hennessy Capital Investment VII SEC filings (Ticker: HVII), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Hennessy Capital Investment Corp. VII filings document a Cayman Islands blank-check issuer's SPAC structure, including Class A ordinary shares, Nasdaq-listed units and rights, and disclosures tied to pursuing a business combination. The company's 8-K reports cover material definitive agreements, amendments, Regulation FD presentations, capital-structure terms, shareholder voting matters, governance, and operating or financial results.
Hennessy Capital Investment Corp. VII amended its Business Combination Agreement and related promissory note with ONE Nuclear Energy LLC and Solis Merger Sub LLC. The Third Omnibus Amendment extends the outside date to consummate the business combination from August 15, 2026 to September 30, 2026 and similarly extends the promissory note maturity date.
The amendment also increases the maximum loan advances under the promissory note to $620,000, from $316,975. These funds are for third-party legal, accounting and audit expenses related to the transaction. Separately, the SEC declared effective a Form S-4 registration statement on August 3, 2026, and a definitive proxy statement has been filed and is being mailed to HVII shareholders of record as of July 31, 2026 for a vote on the proposed business combination.
W. R. Berkley Corporation, through its subsidiary Berkley Insurance Company, reports beneficial ownership of Class A ordinary shares of Hennessy Capital Investment Corp. VII. The position totals 1,101,473 Class A shares, representing 5.6% of this class.
The reporting persons have shared power to vote and dispose of all 1,101,473 shares, with no sole voting or dispositive power. The filing identifies W. R. Berkley Corporation as a parent holding company and Berkley Insurance Company as the subsidiary that acquired the securities, as further referenced in Exhibit 99.1.
Hennessy Capital Investment Corp. VII reported that the SEC declared effective its registration statement on Form S-4 for the proposed business combination with ONE Nuclear Energy LLC, clearing the way for shareholder consideration of the transaction.
The company set a record date of July 31, 2026 and an extraordinary virtual shareholder meeting for August 24, 2026 at 12:00 p.m. Eastern to vote on the Business Combination. Shareholders may exercise redemption rights until 5:00 p.m. Eastern on August 20, 2026. At closing, every twelve Hennessy VII rights will convert into one share of common stock, the company will be renamed ONE Nuclear Energy Inc., and its stock is expected to trade on Nasdaq under the ticker ONEN.
Hennessy Capital Investment Corp. VII is asking shareholders to approve a business combination with ONE Nuclear Energy LLC, a domestication to Delaware, and related governance and compensation changes. The transaction will turn HVII into ONE Nuclear Energy Inc., with ONE Nuclear becoming its wholly owned subsidiary and shares expected to trade on Nasdaq as “ONEN.”
The Registration Statement covers up to 137,410,526 shares of common stock and 19,690,000 rights to receive shares. Consideration for ONE Nuclear Members is based on a $1.00 billion Base Purchase Price divided by the Redemption Price; using an illustrative Redemption Price of $10.45, about 95,693,779 shares would be issued, plus up to 13.0 million Earnout Shares tied to future share-price milestones of $12.50, $15.00, and $17.50.
HVII Public Shareholders may redeem their Class A shares for cash equal to their pro rata portion of the Trust Account, illustrated at $198.57 million, or approximately $10.45 per share, subject to a 15% cap per holder or group. The sponsor and insiders hold about 6,833,333 shares and have agreed to vote in favor of the deal and to waive redemption. Multiple proposals—Business Combination, Domestication, Stock Issuance, new charter/bylaws, equity plan, and director slate—are cross‑conditioned and must all pass for the transaction to close.
Hennessy Capital Investment Corp. VII is pursuing a business combination with ONE Nuclear Energy LLC and has prepared a preliminary proxy statement/prospectus registering up to 137,410,526 shares of common stock and 19,690,000 rights to receive shares of common stock of the post‑merger company, to be renamed ONE Nuclear Energy Inc.
The merger consideration for ONE Nuclear members is stock only, based on a Base Purchase Price of $1.00 billion divided by the per‑share Redemption Price; at an illustrative Redemption Price of approximately $10.45, this would equal 95,693,779 new shares. ONE Nuclear members may also receive up to 13.0 million Earnout Shares if share‑price milestones of $12.50, $15.00 and $17.50 are achieved. HVII will domesticate from the Cayman Islands to Delaware, and the combined company’s common stock is expected to trade on Nasdaq under the ticker “ONEN.”
Public shareholders holding the 19,000,000 Class A shares issued in the IPO may redeem for cash from the Trust Account, which held approximately $198.57 million as of March 31, 2026, implying an estimated Redemption Price of about $10.45 per share, subject to a 15% per‑holder redemption cap. The sponsor and insiders own about 6,833,333 shares and have agreed to vote in favor of the deal and waive redemptions, and the company warns that non‑redeeming holders will experience immediate dilution from merger consideration, earnouts, the equity incentive plan and conversion of rights.
Hennessy Capital Investment Corp. VII filed a Rule 425 communication that republishes a ONE Nuclear Energy LLC LinkedIn post dated June 16, 2026. The communication contains forward-looking statements, describes certain non-binding commercial relationships (including Rolls-Royce, Black & Veatch, FutureWorx), and reiterates that definitive agreements have not been completed.
The filing directs investors to HVII’s Registration Statement on Form S-4 and the forthcoming proxy statement (to be filed after the Registration Statement is declared effective) for complete information, and references HVII’s Annual Report on Form 10-K filed March 6, 2026 for risks relating to the proposed business combination.
Hennessy Capital Investment Corp. VII and ONE Nuclear disclosed a Letter of Intent to evaluate joint development of power projects across a five-site West Texas platform totaling approximately 18,275 acres. The collaboration targets multiple generation pathways including natural gas, SOFC, advanced nuclear, utility-scale solar and BESS to support growing ERCOT West demand. The announcement notes the parties expect the pending business combination to list ONE Nuclear on Nasdaq as ONEN upon closing, anticipated in the second half of 2026, subject to customary closing conditions.
ONE Nuclear Energy and Hennessy Capital Investment Corp. VII disclose a Rule 425 filing with a UBS-hosted webinar transcript describing ONE Nuclear’s gas-to-nuclear development strategy and SPAC merger progress. The company outlines a multi-site pipeline of over 75 sites, targets 1 GW online by end of 2029, and projects up to 15 GW of combined gas and nuclear capacity by 2033. Management states they are near the end of SEC review and expect to be listed within the next two months, with a parallel PIPE process ongoing.
The transcript explains a near-term commercial approach using modular Rolls-Royce reciprocating gas engines (2.5 MW units) and one- to two-hour batteries as a behind-the-meter bridge to small modular reactors (SMRs). Management describes 15-year inflation-linked PPAs, unit economics with EBITDA margins close to 50%, and engine economics of roughly $1,000 per kW vs large turbines at $3,000 per kW. Development timing, commercial relationships, and technology choices are described as subject to definitive agreements and customary regulatory approvals.
Hennessy Capital Investment Corp. VII reports that Verbena Value LP and Aaron Diamond beneficially own 1,222,740 shares of Class A ordinary shares, representing 6.21% of the class. The filing states Verbena is investment adviser to a separately managed account for North Rock Capital Management, LLC and Mr. Diamond is Chief Investment Officer and general partner of Verbena.