ONE Nuclear Energy Inc. (HVII) reported that director Darryl Keith Willis does not beneficially own any of its securities. The Form 3 lists no transactions.
ONE Nuclear Energy Inc. reported that New Circle Capital Solutions LP acquired 4,987,103 Class A ordinary shares from third-party holders on September 23, 2026, under an agreement allowing purchases of up to 5,000,000 shares. The Fund paid approximately $52,863,292, or approximately $10.60 per share, initially using working capital. The shares converted one-for-one into common stock in the business combination, and the Issuer paid the Fund an approximately $53,185,758 prepayment on September 24.
As of September 30, the reporting persons reported beneficial ownership of 4,987,103 shares, or approximately 4.6%, using 108,258,979 shares outstanding as of September 23. Before the business combination closed, the purchased shares represented approximately 25.4% of 19,690,000 Class A ordinary shares then outstanding; after closing, the reporting persons’ ownership was below 5%. The Fund holds the shares; NCCS GP, LLC, NCCS Management, LLC, Walter V. Arnold, and Osman H. Ahmed were also named as reporting persons. Arnold and Ahmed are co-managing partners of the investment manager.
ONE Nuclear Energy Inc. completed the business combination on September 23, 2026: Hennessy Capital Investment Corp. VII was renamed, and its merger subsidiary merged into ONE Nuclear Energy LLC, which survived as a wholly owned subsidiary. ONE Nuclear Energy Inc. issued 94,253,842 shares to ONE Nuclear’s members as merger consideration, calculated using $1.00 billion and a $10.609647 redemption price per former public share. Members may receive up to 13.0 million additional shares if the $12.50, $15.00 and $17.50 share-price milestones are met. After closing issuances and redemptions, 108,258,979 shares were outstanding. Public shareholders redeemed 13,809,029 shares for approximately $146.5 million; about $1.7 million remained in the trust account and was used to partially fund the combination.
ONE Nuclear Energy LLC’s pre-combination financial statements reported $2,588 in cash, a $1.803 million net loss and a $2.736 million working-capital deficit for or as of June 30, 2026. Management said the liquidity condition raised substantial doubt about the LLC’s ability to continue as a going concern through twelve months from when the statements became available to be issued. The company also disclosed a $12.0 million B. Riley fee: $4.0 million payable in stock and $8.0 million payable in cash following closing.
Hennessy Capital Investment Corp. VII (HVII) is identified as the issuer, and Williams Elizabeth Suzanne is listed as a director in the Form 3 reporting-person data.
Hennessy Capital Investment Corp. VII (symbol: HVII) is the issuer of record for a Form 3 filing submitted to the SEC.
Hennessy Capital Investment Corp. VII reported that Taylor Richard David, its Chief Executive Officer, director and 10% owner, directly held 30,237,851 shares of common stock in the ownership entry dated September 23, 2026. The remarks state that the shares were issued in connection with the business combination consummated that day; Hennessy Capital Investment Corp. VII was renamed ONE Nuclear Energy Inc., and ONE Nuclear Energy, LLC became a direct, wholly-owned subsidiary.
Hennessy Capital Investment Corp. VII reports that its Chief Strategy Officer, director and 10% owner Robert Carilli directly held 30,237,851 common shares as of September 23, 2026. The shares were issued to him in connection with the business combination consummated that day, under which ONE Nuclear Energy, LLC became a direct, wholly owned subsidiary and Hennessy Capital Investment Corp. VII was renamed ONE Nuclear Energy Inc.
Hennessy Capital Investment Corp. VII (HVII) is identified as the issuer of record for a Form 3 naming Ann T. Anthony as Chief Financial Officer. The structured data contains no transaction rows, holding entries, or derivative positions. A separate remark refers to ONE Nuclear Energy Inc. and states that Ms. Anthony did not beneficially own securities of that company.
Hennessy Capital Investment Corp. VII (HVII), identified as the Predecessor Issuer, reported an automatic one-for-one conversion on September 23, 2026, of 25,000 Class B ordinary shares into Class A ordinary shares. The transaction table lists 25,000 Class A ordinary shares following this step; under the domestication, each such share then converted automatically one-for-one into one common share of successor ONE Nuclear Energy Inc. Javier Saade, identified as Director of Predecessor Issuer, was the reporting person. A footnote also notes his pecuniary interests through HC VII Sponsor LLC, over which he had no voting or dispositive control.
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.