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.
Hennessy Capital Investment Corp. VII entered into a Second Omnibus Amendment with ONE Nuclear Energy LLC and its merger subsidiary related to their planned business combination. The amendment extends the outside date to consummate the transaction to August 15, 2026 and aligns the maturity date of ONE Nuclear’s promissory note with the same date.
The maximum aggregate principal amount available under the promissory note, used to fund legal, accounting and audit expenses for the deal, increases from $300,000 to $316,975. The business combination remains subject to shareholder approval, regulatory clearances and other conditions detailed in the existing registration statement on Form S-4 and related proxy materials.
Hennessy Capital Investment Corp. VII ownership disclosure: North Rock Capital Management, LLC and Lighthouse Investment Partners, LLC report beneficial ownership of 1,222,740 Class A ordinary shares, representing 6.21% of the class as of 03/31/2026. The filing states the shares are held by private funds managed by North Rock and that voting and dispositive power is reported as shared for 1,222,740 shares. The filing notes delegation of investment and/or voting discretion to subadvisers. The Schedule 13G is signed on 05/14/2026.
Hennessy Capital Investment Corp. VII Schedule 13G/A discloses that Lighthouse Investment Partners, LLC and related managed/affiliated funds may be deemed beneficial owners of 58,100 Class A ordinary shares as of March 31, 2026, equal to 0.30% of the class. The filing states that the reported position reflects shared voting and shared dispositive power of 58,100 shares and identifies Lighthouse as investment manager and platform services provider for the funds listed.