ONE Nuclear Energy Completes Merger, Issues 94.3M Shares
The closing left 108,258,979 shares outstanding, while pre-combination financial statements reported substantial doubt about the ability to continue as a going concern.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
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.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointSubstantial doubt about continuing as a going concern: $2,588 cash and a $2.736 million working-capital deficit as of June 30, 2026.
Filing Explained
The effective equity plan reserves shares equal to about 12% of post-close shares; dilution depends on future award issuance.
The effective equity plan reserves shares equal to about
The combination closed on
Lock-up agreements restrict certain former HVII shareholders’ and ONE Nuclear members’ transfers of specified shares, generally until six months after closing, unless an earlier price milestone or qualifying third-party transaction occurs.
The company agreed to file a resale registration statement within 30 days of closing; holders also have demand and underwritten-offering rights, limited to three of each in aggregate, and piggyback rights subject to conditions.
The company is obligated to enter a committed equity facility with B. Riley or an affiliate after closing; proceeds would go toward the cash fee, while 100% of facility proceeds first repay the B. Riley note if it remains outstanding when the related resale registration statement becomes effective.
8-K Event Classification
Key Figures
Key Terms
going concern financial
Earnout Shares financial
committed equity facility financial
piggyback registration rights regulatory
working capital deficit financial
FAQ
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On September 23, 2026 (the “Closing Date”), the registrant consummated the previously announced transactions pursuant to that certain Business Combination Agreement, dated as of October 22, 2025, as amended by that certain Omnibus Amendment No. 1, dated as of March 31, 2026, that certain Omnibus Amendment No. 2, dated as of June 1, 2026 and that certain Omnibus Amendment No. 3, dated as of August 7, 2026 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company (“HVII”), Solis Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and ONE Nuclear Energy, LLC, a Delaware limited liability company (“ONE Nuclear”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”
Pursuant to the terms of the Business Combination Agreement, among other things, at the closing of the Business Combination (the “Closing”), and following the Domestication (as defined below), HVII was renamed “ONE Nuclear Energy Inc.” (HVII, as renamed following the Closing, is referred to herein as “New ONE Nuclear” or the “Company”), and Merger Sub merged with and into ONE Nuclear (the “Merger”), with ONE Nuclear surviving the Merger as a wholly owned subsidiary of New ONE Nuclear.
Unless the context otherwise requires, the “Company” refers to New ONE Nuclear. All references herein to the “Board” refer to the board of directors of New ONE Nuclear. Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, have the same meaning given to such terms in the final prospectus dated August 3, 2026, and filed by HVII with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2026 (the “Proxy Statement/Prospectus”), in the section entitled “Frequently Used Terms” beginning on page 5 thereof, and such definitions are incorporated herein by reference.
On the Closing Date, prior to the Closing, (a) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of HVII (collectively, the “HVII Founder Shares”) 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 HVII (each an “HVII Class A Ordinary Share”); (b) immediately after the Sponsor Share Conversion, HVII transferred by way of continuation and deregistration from the Cayman Islands and domesticated as a Delaware corporation (such continuation and domestication, the “Domestication”); and (c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding HVII Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share (“New ONE Nuclear Common Stock”), (ii) each then issued and outstanding right of HVII (each an “HVII Right”) converted automatically into a right to acquire one-twelfth (1/12) of one share of New ONE Nuclear Common Stock at the Closing (each a “Domesticated HVII Right”), and (iii) each then issued and outstanding unit of HVII (each an “HVII Unit”), consisting of one HVII Class A Ordinary Share and one HVII Right, was cancelled, and one share of New ONE Nuclear Common Stock and one Domesticated HVII Right was issued in respect thereof.
The aggregate consideration paid to the members of ONE Nuclear (the “ONE Nuclear Members”) at the Closing was in the form of stock, comprised of newly issued shares of New ONE Nuclear Common Stock. Pursuant to a formula set forth in the Business Combination Agreement, the number of shares issued to the ONE Nuclear Members at the Closing was 94,253,842 shares (the “Merger Consideration Shares”), calculated by dividing $1.00 billion by $10.609647, which is the redemption price per HVII Public Share, calculated by dividing the aggregate amount on deposit in HVII’s trust account (the “Trust Account”) holding proceeds from HVII’s initial public offering (the “IPO”), including interest earned thereon (net of taxes payable), by the number of then issued HVII Class A Ordinary Shares sold in the IPO (the “HVII Public Shares”), as of two (2) business days prior to the Closing. In addition, the ONE Nuclear Members are entitled to receive up to an aggregate of 13.0 million additional shares of New ONE Nuclear Common Stock (“Earnout Shares”) in contingent consideration, subject to the achievement of certain New ONE Nuclear Common Stock share price milestones (i.e., one-third of the Earnout Shares is issuable when the closing price of New ONE Nuclear Common Stock equals or exceeds each of $12.50, $15.00 and $17.50 per share, respectively), subject to certain conditions and limitations.
As previously disclosed, on September 22, 2026, HVII and ONE Nuclear entered into a forward purchase agreement (the “Forward Purchase Agreement”) with New Circle Capital Solutions LP (“New Circle”), pursuant to which New Circle purchased 4,987,103 HVII Public Shares that had previously been submitted for redemption. Following such purchases, the related redemption requests were reversed.
In connection with the Business Combination, holders of an aggregate of 13,809,029 HVII Public Shares properly exercised their right to have their shares redeemed for a full pro rata portion of the Trust Account, which was approximately $10.61 per share, or $146.5 million in the aggregate. After giving effect to the redemptions and payments to New Circle under the Forward Purchase Agreement, a total of 5,190,971 HVII Public Shares remained outstanding and approximately $1.7 million remained in the Trust Account, which was used to partially fund the Business Combination.
After giving effect to the redemption of the HVII Public Shares described above, the Sponsor Share Conversion, the Domestication, the issuance of 1,640,833 shares of New ONE Nuclear Common Stock in exchange for the Domesticated HVII Rights, the issuance of 150,000 shares of New ONE Nuclear Common Stock to Cohen & Company Securities, LLC, and the issuance of the Merger Consideration Shares to the ONE Nuclear Members, as of the Closing Date, there were 108,258,979 shares of New ONE Nuclear Common Stock issued and outstanding. The 150,000 shares of New ONE Nuclear Common Stock issued to Cohen & Company Securities, LLC were issued in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof.
The New ONE Nuclear Common Stock commenced trading on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ONEN” on September 24, 2026.
A more detailed description of the Business Combination is included in the section entitled “Proposal No. 1 - The Business Combination Proposal” of the Proxy Statement/Prospectus and is incorporated by reference herein. Further, the foregoing summary description of the Business Combination Agreement, as amended, is qualified in its entirety by reference to the Business Combination Agreement, as amended, a copy of which is attached to this Report as Exhibit 2.1 and incorporated herein by reference.
This Report incorporates by reference certain information from reports and other documents that were previously filed with the SEC, including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Report and the information contained in such prior reports and documents and incorporated by reference herein, you should rely on the information in this Report.
| Item 1.01 | Entry into a Material Definitive Agreement. |
A&R Registration Rights Agreement
In connection with the Closing, that certain Registration Rights Agreement, dated January 16, 2025 (the “Registration Rights Agreement”), by and among HVII, HC VII Sponsor LLC, HVII’s sponsor (the “Sponsor”), the IPO underwriters and certain HVII shareholders (the “Existing Holders”), was amended and restated, and certain holders of New ONE Nuclear Common Stock (together with the Existing Holders, the “Holders”) entered into an amended and restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, New ONE Nuclear agreed that, within 30 days after the Closing, New ONE Nuclear will file with the SEC (at its sole cost and expense) a registration statement registering the resale or other disposition of the Registrable Securities (as defined in the A&R Registration Rights Agreement), and New ONE Nuclear will use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable after the initial filing of such registration statement. In certain circumstances, the Holders can demand registration or an underwritten offering, and are entitled to certain customary registration rights, for all or part of their Registrable Securities, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement; provided that New ONE Nuclear is not obligated to effect more than an aggregate of three (3) demand registrations and three (3) underwritten offerings. All of the Holders are entitled to unlimited “piggyback” registration rights, subject to certain requirements and customary conditions.
The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the A&R Registration Rights Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Lock-Up Agreements
In connection with the Closing, certain HVII shareholders (including the Sponsor) and the ONE Nuclear Members each entered into a lock-up agreement (each, a “Lock-Up Agreement”) with HVII limiting their ability to transfer any securities issued upon conversion of the HVII Founder Shares and any Merger Consideration Shares (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”). In particular, such stockholders of New ONE Nuclear agreed, subject to customary exceptions, not to (a) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (c) publicly disclose the intention to do any of the foregoing, whether any such transaction described above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise. These transfer restrictions remain in place for the period commencing on the Closing Date and ending on the earliest to occur of: (x) the six month anniversary of the Closing Date, (y) such date that the reported last sale price of the New ONE Nuclear Common Stock equals or exceeds $11.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the Closing, and (z) the date after the Closing on which New ONE Nuclear consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the New ONE Nuclear stockholders having the right to exchange their shares of New ONE Nuclear Common Stock for cash, securities or other property.
The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the text of the form of Lock-Up Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Indemnification Agreements
In connection with the Closing, the Company entered into indemnification agreements with each of its directors and officers (each, an “Indemnification Agreement”). The Indemnification Agreements provide that the Company will indemnify each of its directors and officers against any and all expenses incurred by that director or officer because of his or her status as one of the Company’s directors or officers, to the fullest extent permitted by Delaware law and the New ONE Nuclear Organizational Documents (as defined below). In addition, the Indemnification Agreements provide that, to the fullest extent permitted by Delaware law, the Company will advance all expenses incurred by each of its directors and officers in connection with a legal proceeding involving his or her status as a director or officer.
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the text of the form of Indemnification Agreement, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
Second Amended and Restated B. Riley Engagement Letter
On September 23, 2026, ONE Nuclear entered into a Second Amended and Restated Engagement Letter (the “Second A&R Engagement Letter”) with B. Riley Securities, Inc. (“B. Riley”), which amended and restated the existing engagement letter between ONE Nuclear and B. Riley. Pursuant to the Second A&R Engagement Letter, B. Riley’s fee in connection with the Business Combination is $12.0 million, consisting of (i) $4.0 million payable in New ONE Nuclear Common Stock (the “Equity Fee”) and (ii) $8.0 million payable in cash following the Closing (the “Cash Fee”). The Equity Fee is payable in shares of New ONE Nuclear Common Stock (or other securities) at a price equal to the lowest price ascribed to shares of New ONE Nuclear Common Stock or other securities of New ONE Nuclear issued to any other service provider in connection with the Business Combination and such securities will not be subject to any contractual lock-up period. New ONE Nuclear is also required to register for resale the New ONE Nuclear Common Stock (or the New ONE Nuclear Common Stock underlying any other securities) issued as the Equity Fee on the registration statement on Form S-1 to be filed in connection with the committed equity facility described below.
Pursuant to the Second A&R Engagement Letter, New ONE Nuclear is obligated to enter into a committed equity facility (the “CEF”) with B. Riley or an affiliate of B. Riley following the Closing and to execute a power of attorney granting B. Riley certain authority relating to the CEF. Subject to the terms of the Second A&R Engagement Letter, New ONE Nuclear is required to pay B. Riley 65% of the net proceeds received under the CEF until the Cash Fee has been paid in full. Notwithstanding the foregoing, if the B. Riley Note (as defined below) remains outstanding when the resale registration statement on Form S-1 relating to the CEF is declared effective by the SEC, 100% of the net proceeds received under the CEF will first be applied to the outstanding principal and accrued fees under the B. Riley Note until the B. Riley Note has been repaid in full. In addition, 100% of the net proceeds received from any forward purchase agreement (including the Forward Purchase Agreement) entered into by New ONE Nuclear and an investor or counterparty will be applied to the B. Riley Note until it has been repaid in full.
The foregoing description of the Second A&R Engagement Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Second A&R Engagement Letter, which is filed as Exhibit 10.9 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment No. 7 to B. Riley Promissory Note
On September 23, 2026, ONE Nuclear and B. Riley Principal Capital, LLC entered into Amendment No. 7 (“Amendment No. 7”) to that certain Promissory Note, dated February 18, 2026, as previously amended (the “B. Riley Note”). Amendment No. 7 reflects a $100,000 partial repayment under the B. Riley Note and provides that advances under the B. Riley Note may be made up to an aggregate principal amount of $276,749.38. Amendment No. 7 also resets the monthly commitment fee to $9,224.98, extends the maturity date of the B. Riley Note from September 30, 2026, to December 31, 2026, and removes the consummation of the Business Combination as a separate maturity event under the B. Riley Note.
The foregoing description of Amendment No. 7 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 7, which is filed as Exhibit 10.10 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01.
On August 24, 2026, HVII held an extraordinary general meeting of shareholders (the “Meeting”), at which the HVII shareholders considered and voted in favor of, among other matters, a proposal to approve and adopt the Business Combination Agreement and the Business Combination. On September 23, 2026, the parties to the Business Combination Agreement consummated the Business Combination.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
Certain statements in this Report, including in the information that is incorporated by reference in this Report, may constitute “forward-looking statements” for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the Company’s and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including statements regarding the Company’s future results of operations or financial condition, business strategy and plans, and objectives of management for future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:
| ● | the Company’s ability to recognize the expected benefits of the Business Combination; | |
| ● | the ability to maintain the listing of the New ONE Nuclear Common Stock on Nasdaq following the Business Combination; | |
| ● | the Company’s financial and business performance following the Business Combination, including the Company’s financial projections and business metrics; | |
| ● | the Company’s expansion plans and opportunities, including total addressable market estimates; | |
| ● | changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans; | |
| ● | the Company’s ability to execute on its business plan and to develop and maintain key strategic relationships and enter into definitive agreements in connection therewith; | |
| ● | the Company’s ability to grow its business in a cost-effective manner; | |
| ● | the implementation, market acceptance and success of the Company’s business model; | |
| ● | developments and projections relating to the Company’s competitors and industry; | |
| ● | the Company’s approach and goals with respect to technology; | |
| ● | expectations regarding the time during which the Company will be an emerging growth company under the JOBS Act; | |
| ● | the expected U.S. federal income tax impact of the Business Combination; | |
| ● | the Company’s ability to retain or recruit officers, key employees and directors following the completion of the Business Combination; | |
| ● | the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; | |
| ● | the Company’s ability to successfully develop its exclusive sites or other sites and the commercial viability of any such site; | |
| ● | the impact of the regulatory environment and complexities with compliance related to such environment; | |
| ● | the impact of the invasion of Ukraine by Russia, or the escalating geopolitical tensions in the Middle East, on the Company’s business; |
| ● | changes in foreign currency exchange rates, which can affect revenue and expenses; | |
| ● | changes in applicable laws or regulations; | |
| ● | expectations regarding future acquisitions, partnerships or other relationships with third parties; | |
| ● | the Company’s future capital requirements and sources and uses of cash, including the Company’s ability to obtain additional capital in the future; | |
| ● | the outcome of any known and unknown litigation and regulatory proceedings; and | |
| ● | other factors detailed under the section titled “Risk Factors” in the Proxy Statement/Prospectus and incorporated by reference herein. |
The forward-looking statements contained in this Report and in any document incorporated by reference are based on current expectations, forecasts and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond the Company’s control, and assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described or incorporated by reference under the heading “Risk Factors” below. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. It is not possible to predict or identify all such risks. Accordingly, forward-looking statements in this Report and in any document incorporated herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Business
The business of the Company is described in the Proxy Statement/Prospectus in the section entitled “Information About ONE Nuclear” beginning on page 211 thereof and that information is incorporated herein by reference.
Risk Factors
The risks associated with the Company’s business are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning on page 56 thereof and are incorporated herein by reference. A summary of the risks associated with the Company’s business is also described beginning on page 48 of the Proxy Statement/Prospectus under the heading “Summary of the Proxy Statement/Prospectus – Summary Risk Factors” and is incorporated by reference herein. There have been no material changes to the Risk Factors section.
Financial Information
The audited financial statements of ONE Nuclear as of December 31, 2025, and for the period from February 10, 2025 (inception) through December 31, 2025, are included in the Proxy Statement/Prospectus beginning on page F-47 thereof and are incorporated by reference herein. The unaudited financial statements of ONE Nuclear as of and for the three and six months ended June 30, 2026, are attached to this Report as Exhibit 99.1 and are incorporated by reference herein. The financial information in the section titled “ONE Nuclear Management’s Discussion and Analysis of Financial Condition and Results of Operations” is attached to this Report as Exhibit 99.2 and is incorporated by reference herein.
The audited financial statements of HVII as of December 31, 2025 and 2024, for the year ended December 31, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, are included in the Proxy Statement/Prospectus beginning on page F-17 thereof and are incorporated by reference herein. The unaudited financial statements of HVII as of and for the three and six months ended June 30, 2026, are included in HVII’s quarterly report on Form 10-Q filed with the SEC on August 12, 2026 (the “HVII Form 10-Q”) beginning on page 1 thereof and are incorporated by reference herein. The financial information in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is included in the HVII Form 10-Q beginning on page 16 thereof and is incorporated by reference herein.
The unaudited pro forma condensed combined financial information of the Company is attached to this Report as Exhibit 99.3 and incorporated by reference herein.
Properties
The Company maintains its principal executive offices at 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to the Company regarding the beneficial ownership of shares of New ONE Nuclear Common Stock immediately following the Closing by:
| ● | each person who is the beneficial owner of more than 5% of the outstanding shares of New ONE Nuclear Common Stock; | |
| ● | the Company’s named executive officers and directors; and | |
| ● | all of the Company’s executive officers and directors as a group. |
Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of New ONE Nuclear Common Stock beneficially owned by them.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o ONE Nuclear Energy Inc., 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401.
The percentage ownership of New ONE Nuclear Common Stock is based on 108,258,979 shares of New ONE Nuclear Common Stock outstanding immediately following the Closing, after giving effect to the redemption of the HVII Public Shares described above, the Sponsor Share Conversion, the Domestication, the issuance of shares in exchange for the Domesticated HVII Rights, and the issuance of the Merger Consideration Shares to the ONE Nuclear Members.
| Name and Address of Beneficial Owner | Number of Common Stock | Approximate Percentage of Outstanding Shares of New ONE Nuclear Common Stock | ||||||
| Directors and Named Executive Officers | ||||||||
| Robert Carilli | 30,237,851 | 27.9 | % | |||||
| Kevin Dowd | 30,237,852 | 27.9 | % | |||||
| Richard Taylor | 30,237,851 | 27.9 | % | |||||
| Ann Anthony | — | — | % | |||||
| Daniel J. Hennessy(1) | 5,744,999 | 5.3 | % | |||||
| Kyle Crowley | — | — | ||||||
| Darryl Willis | — | — | ||||||
| Elizabeth Williams | — | — | ||||||
| All executive officers and directors as a group (8 individuals) | 96,458,553 | 89.1 | % | |||||
| Five Percent Holders: | ||||||||
| Robert Carilli | 30,237,851 | 27.9 | % | |||||
| Kevin Dowd | 30,237,852 | 27.9 | % | |||||
| Richard Taylor | 30,237,851 | 27.9 | % | |||||
| Daniel J. Hennessy(1) | 5,744,999 | 5.3 | % | |||||
| Thomas D. Hennessy(1)(2) | 6,494,999 | 6.0 | % | |||||
| HC VII Sponsor LLC(1) | 5,744,999 | 5.3 | % | |||||
* Less than one percent.
| (1) | The address of Daniel J. Hennessy, Thomas D. Hennessy and HC VII Sponsor LLC is c/o Hennessy Capital Group LLC (“HCG”), 195 US Hwy 50, Suite 207, Zephyr Cove, NV 89448. HC VII Sponsor LLC is the current record holder of the shares reported herein. HCG is the managing member of the Sponsor. Daniel J. Hennessy, HVII’s former Chairman and former Chief Executive Officer, and Thomas D. Hennessy, HVII’s former President and Chief Operating Officer and former director of HVII, are the managing members of HCG. Consequently, Messrs. Hennessy and Hennessy may be deemed the beneficial owners of the shares of New ONE Nuclear Common Stock held by the Sponsor and have shared voting and dispositive control over such securities. Messrs. Hennessy and Hennessy disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest. | |
| (2) | Mr. Thomas D. Hennessy is the record holder of 750,000 shares of New ONE Nuclear Common Stock. |
Directors and Executive Officers
Information with respect to the Company’s directors and executive officers after the Closing is described in the Proxy Statement/Prospectus in the section entitled “Board of Directors and Management of New ONE Nuclear Following Business Combination” beginning on page 242 thereof and that information is incorporated herein by reference.
Board Composition
Upon the Closing, Mr. Daniel J. Hennessy resigned as Chairman and Chief Executive Officer of HVII, the directors of HVII resigned, and the size of the Board was increased from six members to seven members. Pursuant to the approval of the HVII shareholders at the Meeting, the following persons constitute the Board effective upon the Closing: Richard Taylor, Robert Carilli, Kevin Dowd, Daniel J. Hennessy, Kyle Crowley, Darryl Willis and Elizabeth Williams. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section entitled “Board of Directors and Management of New ONE Nuclear Following Business Combination” beginning on page 242 thereof, which information is incorporated herein by reference. In connection with the Closing, Daniel J. Hennessy and Elizabeth Williams were appointed as Class I directors to serve until the Company’s 2027 annual meeting of stockholders, Kyle Crowley and Darryl Willis were appointed as Class II directors to serve until the Company’s 2028 annual meeting of stockholders, and Richard Taylor, Robert Carilli and Kevin Dowd were appointed as Class III directors to serve until the Company’s 2029 annual meeting of stockholders.
Director Independence
Upon the Closing, the Board determined, based on information provided by each director concerning his or her background, employment and affiliations, that Kyle Crowley, Elizabeth Williams, Darryl Willis and Daniel J. Hennessy, representing four of the Company’s seven directors, do not have material relationships with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq listing standards and the rules of the SEC relating to director independence requirements. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of the Company’s securities by non-employee directors and the transactions described below under the heading “Certain Relationships and Related Party Transactions.”
Committees of the Board of Directors
Effective upon the Closing, the standing committees of the Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee. The Board appointed Ms. Williams and Messrs. Hennessy and Crowley to serve on the audit committee, with Ms. Williams serving as the chair. The Board also determined that Ms. Williams qualifies as an “audit committee financial expert” within the meaning of the SEC regulations. The Board appointed Mr. Willis, Mr. Crowley and Ms. Williams to serve on the compensation committee, with Mr. Willis serving as the chair. The Board appointed Mr. Hennessy, Mr. Willis and Ms. Williams to serve on the nominating and corporate governance committee, with Mr. Hennessy serving as the chair.
Executive Officers
Effective as of the Closing, the Board appointed Richard Taylor, Ann Anthony, Robert Carilli and Kevin Dowd to serve as Chief Executive Officer and Chairman, Chief Financial Officer, Chief Strategy Officer and Chief Operating Officer, respectively. Biographical information for Messrs. Taylor, Carilli and Dowd is set forth in the Proxy Statement/Prospectus in the section entitled “Board of Directors and Management of New ONE Nuclear Following Business Combination” beginning on page 242 thereof, which information is incorporated herein by reference. Biographical information for Ms. Anthony is set forth below.
Ms. Anthony (age 59) joins New ONE Nuclear from Oberon Fuels, where she served as Chief Financial Officer from November 2023 to June 2026. She was previously Chief Financial Officer of OPAL Fuels Inc. (NASDAQ: OPAL) from April 2021 to November 2023, where she guided the company through its de-SPAC transition to the public market, managed SEC compliance, and built out a public-company financial framework. From November 2019 to April 2021, Ms. Anthony served as Chief Financial Officer of Key Capture Energy LLC, a start-up private equity funded battery storage company where she was responsible for managing all financial and human resource processes for the start-up company. From 2008 to 2019, Ms. Anthony held senior executive roles including Principal Financial Officer at South Jersey Industries Utilities (SJIU), Vice President & Treasurer, and Corporate Secretary at South Jersey Industries, Inc. (SJI), when the company was a $2 billion public energy holding company. She holds a BS and an MBA in Finance from St. Joseph’s University.
There are no family relationships between Ms. Anthony and any of the Company’s other officers and directors. There are no arrangements or understandings between Ms. Anthony and any other persons pursuant to which she was selected as Chief Financial Officer of the Company. Ms. Anthony has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of SEC Regulation S-K.
In connection with her appointment as Chief Financial Officer, Ms. Anthony entered into an Executive Employment Agreement with the Company (the “Anthony Employment Agreement”), effective upon the completion of the Business Combination. Pursuant to the Anthony Employment Agreement, Ms. Anthony will receive an annual base salary of $425,000 and will be eligible for an annual performance bonus of up to 100% of her annual base salary, as determined in the sole discretion of the Compensation Committee and the Board. Twenty-five percent of any annual performance bonus will be payable in cash and 75% will be payable in restricted stock units (“RSUs”), subject to the vesting terms set forth in the Anthony Employment Agreement. Ms. Anthony will also be eligible for an annual long-term incentive grant of up to 50% of her annual base salary, as determined by the Compensation Committee and the Board.
In addition, subject to approval of the Compensation Committee, Ms. Anthony will receive a one-time RSU grant in an amount equivalent to 1% of the membership units of ONE Nuclear on a pre-merger basis. Fifty percent of the RSUs subject to the one-time grant are subject to time-based vesting and 50% are subject to performance-based vesting, in each case as set forth in the Anthony Employment Agreement.
If Ms. Anthony’s employment is terminated by the Company without cause, she will be entitled to 12 months of base salary, up to 12 months of Company-paid COBRA coverage for herself and her spouse, and immediate vesting of any unvested Membership Rights, subject to their original restrictions.
The foregoing description of the Anthony Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Anthony Employment Agreement, which is filed as Exhibit 10.11 to this Report and incorporated herein by reference.
Executive Compensation
ONE Nuclear was formed in February 2025 and, prior to the Business Combination, ONE Nuclear had not paid any compensation to its executives or directors. Certain compensation arrangements between ONE Nuclear and Coen Weddepohl, who provides services to ONE Nuclear as a consultant and serves as Chief Investment Officer in a non-officer capacity, are described in the Proxy Statement/Prospectus in the section entitled “Executive and Director Compensation of ONE Nuclear - Coen Weddepohl Consulting Agreement” beginning on page 241 thereof and that information is incorporated herein by reference. The information set forth above regarding the Anthony Employment Agreement is incorporated herein by reference.
Compensation Committee Interlocks and Insider Participation
None of the Company’s officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on the Board.
Certain Relationships and Related Person Transactions
Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the sections entitled “Certain ONE Nuclear Relationships and Related Person Transactions” beginning on page 240 thereof and “Certain HVII Relationships and Related Party Transactions” beginning on page 208 thereof, and such information is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus entitled “Information About ONE Nuclear - Legal Proceedings” beginning on page 236 thereof, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market Information
Prior to the Closing, the HVII Units, HVII Class A Ordinary Shares and HVII Rights were listed on the Nasdaq Global Market under the symbols “HVIIU,” “HVII” and “HVIIR,” respectively. Upon the Closing, the New ONE Nuclear Common Stock was listed on Nasdaq under the symbol “ONEN.” All outstanding HVII Units automatically separated into their component securities upon the Closing and, as a result, no longer trade as a separate security and were delisted from Nasdaq. All outstanding Domesticated HVII Rights were converted into shares of New ONE Nuclear Common Stock upon the Closing and, as a result, no longer trade as a separate security and were delisted from Nasdaq.
Dividends
The Company has not paid any cash dividends on shares of its New ONE Nuclear Common Stock to date. The Company currently intends to retain any future earnings and does not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of the Board, subject to applicable laws, and will depend on a number of factors, including the Company’s financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that the Board may deem relevant.
Holders of Record
Following the Closing, including the redemption of the HVII Public Shares described above and the separation of the former HVII Units and exchange of HVII Rights, there were 20 holders of record of New ONE Nuclear Common Stock. Such number does not include beneficial owners holding the Company’s securities through nominee names.
Securities Authorized for Issuance Under Equity Compensation Plan
Reference is made to the disclosure regarding the ONE Nuclear Energy Inc. 2026 Equity and Incentive Plan (the “Incentive Plan”), which is set forth under the heading “Incentive Plan” in Item 5.02 of this Report, and which is incorporated herein by reference.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth under Item 3.02 of this Report regarding the issuance and sale by the Company of certain unregistered securities, which is incorporated herein by reference.
Description of Registrant’s Securities
The Company’s securities are described in the Proxy Statement/Prospectus in the section entitled “Description of New ONE Nuclear Securities” beginning on page 246 thereof and that information is incorporated herein by reference. As described below in Item 5.03 of this Report, the New ONE Nuclear Organizational Documents (as defined below) became effective as of the Closing.
Indemnification of Directors and Officers
Information about the indemnification of the Company’s directors and officers is set forth in the Proxy Statement/Prospectus in the section entitled “Description of New ONE Nuclear Securities - Limitations on Liability and Indemnification of Officers and Directors” beginning on page 248 thereof, which information is incorporated herein by reference. The information set forth under the heading “Indemnification Agreements” in Item 1.01 of this Report is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information provided in the Introductory Note and Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosure set forth under Item 5.03 of this Report is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
The disclosure set forth in the “Introductory Note” above and in Item 2.01 of this Report is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The disclosure set forth in Item 2.01 of this Report under the headings “Directors and Executive Officers,” and “Executive Compensation” is incorporated herein by reference.
Incentive Plan
As previously disclosed, at the Meeting, the HVII shareholders considered and approved the Incentive Plan. The Incentive Plan was previously approved, subject to shareholder approval, by HVII’s board of directors and the New ONE Nuclear Board. The Incentive Plan became effective immediately upon the Closing.
Following the Closing, a total of 12,991,077 shares of New ONE Nuclear Common Stock were reserved for issuance under the terms of the Incentive Plan, which equaled approximately 12% of the total number of shares of New ONE Nuclear Common Stock issued and outstanding immediately following the Closing. A summary of the other material terms of the Incentive Plan is included in the Proxy Statement/Prospectus in the section entitled “Proposal No. 6 - The Incentive Plan Proposal” beginning on page 154 thereof, which is incorporated herein by reference. The foregoing description of the Incentive Plan is qualified in its entirety by the full text of the Incentive Plan, which is attached to this Report as Exhibit 10.4 and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Domestication was effected prior to the Closing on the Closing Date by adopting a plan of domestication (the “Plan of Domestication”), filing a certificate of corporate domestication and the certificate of incorporation of HVII (the “New ONE Nuclear Charter”) with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, HVII became a Delaware corporation named ONE Nuclear Energy Inc. The New ONE Nuclear Charter includes the governance provisions proposed by “Proposal No. 5A Through 5F - The Advisory Organizational Documents Proposals.” In connection with the Domestication, New ONE Nuclear also adopted bylaws (the “New ONE Nuclear Bylaws,” and together with the New ONE Nuclear Charter, the “New ONE Nuclear Organizational Documents”), which became effective immediately prior to the Closing. Commencing with the effective time of the Domestication, the New ONE Nuclear Charter and the New ONE Nuclear Bylaws govern the rights of stockholders of New ONE Nuclear.
Copies of the Plan of Domestication, the New ONE Nuclear Charter and the New ONE Nuclear Bylaws and are attached to this Report as Exhibits 2.5, 3.1 and 3.2, respectively, and incorporated herein by reference.
The material terms of the New ONE Nuclear Charter and the New ONE Nuclear Bylaws, and the general effect upon the rights of holders of the Company’s capital stock, are described in the sections of the Proxy Statement/Prospectus titled “Proposal No. 5A Through 5F - The Advisory Organizational Documents Proposals”, “Description of New ONE Nuclear Securities” and “Comparison of Stockholders’ Rights” beginning on pages 151, 246 and 250, respectively, thereof, which information is incorporated herein by reference.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct and ethics applicable to all of the Company’s directors, officers and employees. A copy of the code of business conduct and ethics is available on the investor relations portion of the Company’s website at www.onenuclear.com. The foregoing description of the code of business conduct and ethics does not purport to be complete and is qualified in its entirety by the full text of the code of business conduct and ethics, a copy of which is attached to this Report as Exhibit 14.1 and incorporated herein by reference.
| Item 5.06 | Change in Shell Company Status. |
As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled “Proposal No. 1 - The Business Combination Proposal” beginning on page 145 thereof, which is incorporated by reference herein.
| Item 8.01 | Other Events. |
As a result of the Domestication and the Business Combination, and by operation of Rule 12g-3(a) under the Exchange Act, ONE Nuclear Energy Inc. is the successor issuer to Hennessy Capital Investment Corp. VII and has succeeded to the attributes of Hennessy Capital Investment Corp. VII as the registrant. The shares of common stock of ONE Nuclear Energy Inc., as successor to the Class A ordinary shares of Hennessy Capital Investment Corp. VII, are deemed to be registered under Section 12(b) of the Exchange Act. ONE Nuclear Energy Inc. hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses or funds acquired. |
The audited financial statements of ONE Nuclear as of December 31, 2025, and for the period from February 10, 2025 (inception) through December 31, 2025, are included in the Proxy Statement/Prospectus beginning on page F-47 thereof and are incorporated by reference herein. The unaudited financial statements of ONE Nuclear as of and for the three and six months ended June 30, 2026 are attached to this Report as Exhibit 99.1 and are incorporated by reference herein. The financial information in the section titled “ONE Nuclear Management’s Discussion and Analysis of Financial Condition and Results of Operations” is attached to this Report as Exhibit 99.2 and is incorporated by reference herein.
The audited financial statements of HVII as of December 31, 2025 and 2024, for the year ended December 31, 2025 and for the period from September 27, 2024 (inception) through December 31, 2024, are included in the Proxy Statement/Prospectus beginning on page F-17 thereof and are incorporated by reference herein. The unaudited financial statements of HVII as of and for the three and six months ended June 30, 2026, are included in the HVII Form 10-Q beginning on page 1 thereof and are incorporated by reference herein. The financial information in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is included in the HVII Form 10-Q beginning on page 16 thereof and is incorporated by reference herein.
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined financial information of the Company is attached to this Report as Exhibit 99.3 and incorporated by reference herein.
| (d) | Exhibits. |
Exhibit No. |
Description | |
| 2.1† | Business Combination Agreement, dated as of October 22, 2025, by and among Hennessy Capital Investment Corp. VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4/A filed by Hennessy Capital Investment Corp. VII on July 27, 2026). | |
| 2.2 | Omnibus Amendment No. 1 to the Business Combination Agreement and Promissory Note, dated as of March 31, 2026, by and among Hennessy Capital Investment Corp. VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4/A filed by Hennessy Capital Investment Corp. VII on July 27, 2026). | |
| 2.3 | Omnibus Amendment No. 2 to the Business Combination Agreement and Promissory Note, dated as of June 1, 2026, by and among Hennessy Capital Investment Corp. VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4/A filed by Hennessy Capital Investment Corp. VII on July 27, 2026). | |
| 2.4 | Omnibus Amendment No. 3 to the Business Combination Agreement and Promissory Note, dated as of August 7, 2026, by and among Hennessy Capital Investment Corp. VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Hennessy Capital Investment Corp. VII’s on August 10, 2026). | |
| 2.5* | Plan of Domestication, dated as of September 23, 2026 | |
| 3.1* | Certificate of Incorporation of ONE Nuclear Energy Inc. | |
| 3.2* | Bylaws of ONE Nuclear Energy Inc. | |
| 4.1 | Specimen Common Stock Certificate of ONE Nuclear Energy Inc. (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4/A filed by Hennessy Capital Investment Corp. VII on July 27, 2026). | |
| 10.1* | Amended and Restated Registration Rights Agreement, dated as of September 23, 2026, by and among ONE Nuclear Energy Inc. and certain securityholders | |
| 10.2* | Form of Lock-Up Agreement | |
| 10.3* | Form of Indemnification Agreement | |
| 10.4+* | ONE Nuclear Energy Inc. 2026 Equity and Incentive Plan | |
| 10.5+* | Form of Option Award Agreement | |
| 10.6+* | Form of RSU Award Agreement | |
| 10.7+ | Executive Services Agreement, dated August 18, 2025, by and between ONE Nuclear and BCR-ABL LLC (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed by Hennessy Capital Investment Corp. VII on December 23, 2025) | |
| 10.8+ | Promissory Note, dated December 19, 2025, issued by ONE Nuclear Energy LLC to Hennessy Capital Investment Corp. VII (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed by Hennessy Capital Investment Corp. VII on December 23, 2025) | |
| 10.9* | Second Amended and Restated Engagement Letter, dated September 23, 2026, by and between ONE Nuclear Energy LLC and B. Riley Securities, Inc. | |
| 10.10* | Amendment No. 7, dated September 23, 2026, to Promissory Note, dated February 18, 2026, by and between ONE Nuclear Energy LLC and B. Riley Principal Capital, LLC | |
| 10.11* | Executive Employment Agreement, by and between ONE Nuclear Energy, Inc. and Ann Anthony, effective as of September 23, 2026 | |
| 14.1* | Code of Business Conduct of ONE Nuclear Energy Inc. | |
| 21.1* | List of Subsidiaries of ONE Nuclear Energy Inc. | |
| 99.1* | Unaudited financial statements of ONE Nuclear Energy LLC as of and for the three and six months ended June 30, 2026 | |
| 99.2* | Management’s Discussion and Analysis of Financial Condition and Results of Operations of ONE Nuclear Energy LLC for the three and six months ended June 30, 2026 | |
| 99.3* | Unaudited Pro Forma Condensed Consolidated Combined Financial Statements | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed or furnished herewith. |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| + | Indicates management contract or compensatory plan, contract or arrangement. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONE NUCLEAR ENERGY INC. | ||
| Date: September 29, 2026 | /s/ Richard Taylor | |
| Name: | Richard Taylor | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
INDEX TO CONDENSED FINANCIAL STATEMENTS
ONE NUCLEAR ENERGY LLC
| PAGE | |
| Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 | 2 |
| Condensed Statements of Operations for the three and six months ended June 30, 2026, for the three months ended June 30, 2025 and for the Period from February 10, 2025 (inception) through June 30, 2025 (Unaudited) | 3 |
| Condensed Statements of Changes in Members’ Deficit for the three and six months ended June 30, 2026, for the three months ended June 30, 2025 and for the Period from February 10, 2025 (inception) through June 30, 2025 (Unaudited) | 4 |
| Condensed Statements of Cash Flows for the six months ended June 30, 2026 and for the Period from February 10, 2025 (inception) through June 30, 2025 (Unaudited) | 5 |
| Notes to Condensed Financial Statements (Unaudited) | 6 |
| 1 |
ONE NUCLEAR ENERGY LLC
CONDENSED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash | $ | 2,588 | $ | 130 | ||||
| Total current assets | 2,588 | 130 | ||||||
| TOTAL ASSETS | $ | 2,588 | $ | 130 | ||||
| LIABILITIES AND MEMBERS’ DEFICIT | ||||||||
| Accounts payable and accrued expenses | $ | 2,271,818 | $ | 650,213 | ||||
| Notes payable - B. Riley Capital | 166,975 | - | ||||||
| Notes payable - HVII | 300,000 | 300,000 | ||||||
| Total current liabilities | 2,738,793 | 950,213 | ||||||
| TOTAL LIABILITIES | 2,738,793 | 950,213 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 8) | ||||||||
| MEMBERS’ DEFICIT | ||||||||
| Membership units, 10,000,000 units authorized, issued and outstanding | 100 | 100 | ||||||
| Additional paid-in capital | 42,520 | 25,719 | ||||||
| Accumulated deficit | (2,778,825 | ) | (975,902 | ) | ||||
| Total members’ deficit | (2,736,205 | ) | (950,083 | ) | ||||
| TOTAL LIABILITIES AND MEMBERS’ DEFICIT | $ | 2,588 | $ | 130 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
ONE NUCLEAR ENERGY LLC
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | For the Period from February 10, 2025 (inception) through June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | 953,362 | $ | 10 | $ | 1,720,432 | $ | 10 | ||||||||
| Loss from operations | (953,362 | ) | (10 | ) | (1,720,432 | ) | (10 | ) | ||||||||
| Other expenses | ||||||||||||||||
| Commitment fees | 45,705 | - | 82,491 | - | ||||||||||||
| Total other expenses | 45,705 | - | 82,491 | - | ||||||||||||
| Net loss | $ | (999,067 | ) | $ | (10 | ) | $ | (1,802,923 | ) | $ | (10 | ) | ||||
| Weighted average number of member units outstanding, basic and diluted | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
| Basic and diluted net loss per member unit | $ | (0.10 | ) | $ | - | $ | (0.18 | ) | $ | - | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
ONE NUCLEAR ENERGY LLC
CONDENSED STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT
(Unaudited)
| Additional | ||||||||||||||||||||
| Membership Interests | Paid-in | Accumulated | ||||||||||||||||||
| Units | Amount |
Capital |
Deficit | Total | ||||||||||||||||
| Balance, December 31, 2025 | 10,000,000 | $ | 100 | $ | 25,719 | $ | (975,902 | ) | $ | (950,083 | ) | |||||||||
| Equity-based compensation | - | - | 8,354 | - | 8,354 | |||||||||||||||
| Net loss | - | - | - | (803,856 | ) | (803,856 | ) | |||||||||||||
| Balance, March 31, 2026 | 10,000,000 | 100 | 34,073 | (1,779,758 | ) | (1,745,585 | ) | |||||||||||||
| Equity-based compensation | - | - | 8,447 | - | 8,447 | |||||||||||||||
| Net loss | - | - | - | (999,067 | ) | (999,067 | ) | |||||||||||||
| Balance, June 30, 2026 | 10,000,000 | $ | 100 | $ | 42,520 | $ | (2,778,825 | ) | $ | (2,736,205 | ) | |||||||||
| Membership Interests | Accumulated | |||||||||||||||
| Units | Amount | Deficit | Total | |||||||||||||
| Balance, February 10, 2025 (inception) | - | $ | - | $ | - | $ | - | |||||||||
| Balance, March 31, 2025 | - | - | - | - | ||||||||||||
| Issuance of membership units | 10,000,000 | 100 | - | 100 | ||||||||||||
| Net loss | - | - | (10 | ) | (10 | ) | ||||||||||
| Balance, June 30, 2025 | 10,000,000 | $ | 100 | $ | (10 | ) | $ | 90 | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
ONE NUCLEAR ENERGY LLC
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended June 30, 2026 | For the Period from February 10, 2025 (inception) through June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (1,802,923 | ) | $ | (10 | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Equity-based compensation | 16,801 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | 1,621,605 | - | ||||||
| CASH USED IN OPERATING ACTIVITIES | (164,517 | ) | (10 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Issuance of membership units | - | 100 | ||||||
| Proceeds from note payable | 166,975 | - | ||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | 166,975 | 100 | ||||||
| NET CHANGE IN CASH | 2,458 | 90 | ||||||
| Cash, beginning of period | 130 | - | ||||||
| Cash, end of period | $ | 2,588 | $ | 90 | ||||
| SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: | ||||||||
| Accrued commitment fees - HVII | $ | 60,000 | $ | - | ||||
| Accrued commitment fees - B. Riley Capital | $ | 22,352 | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
ONE NUCLEAR ENERGY LLC
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Organization
ONE Nuclear Energy LLC (“ONE Nuclear,” “the Company,” or “ONE”) was formed on February 10, 2025 (inception) under the laws of Delaware to engage as a development stage Independent Power Producer (“IPP”). The Company is structured to develop, own, and operate a portfolio of behind-the-meter (BTM) microgrids and energy parks that bypass the congested centralized energy transmission infrastructure of the United States. By combining the rapid deployment capabilities of high-efficiency natural gas generation with the long-term decarbonization and baseload potential of advanced Small Modular Reactors (SMRs), ONE Nuclear will offer a differentiated, dual-phase infrastructure solution tailored to the inelastic demand of hyperscale artificial intelligence (AI) data centers and critical industrial facilities. ONE Nuclear’s objective is to cultivate a diverse and sector-agnostic client base of energy-intensive end-users, including not just hyperscale AI and cloud data centers, but also industrial manufacturers, refineries, desalination plants, and critical-infrastructure customers.
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company as of June 30, 2026 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) issued by the Financial Accounting Standards Board (“FASB”). The accompanying condensed financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. References to GAAP issued by the FASB in these accompanying notes to the condensed financial statements are to the FASB Accounting Standards Codification (“ASC”).
Because the Company was formed on February 10, 2025, the comparative period presented in the accompanying condensed financial statements is the period from February 10, 2025 (inception) through June 30, 2025, which comprises less than five months of activity. Accordingly, the comparative period is not directly comparable to the three and six months ended June 30, 2026, and period-over-period comparisons of operating results and cash flows are of limited usefulness. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the period ended December 31, 2026 or for any future periods.
Business Combination Agreement
On October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company, with limited liability (the “Purchaser” or “HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub”), and ONE Nuclear Energy, LLC, entered into a business combination agreement (as amended, the “Business Combination Agreement”) which contemplates an all-stock business combination transaction (the “Business Combination”) and aggregate consideration of $1.0 billion payable to the existing equityholders of the Company (the “Company Members”) (See Note 8).
NOTE 2 – GOING CONCERN
The Company’s only sources of liquidity have been cash from financing activities. The Company had a net loss of $1,802,923 for the six months ended June 30, 2026, and a working capital deficit of $2,736,205. Cash held as of June 30, 2026 was $2,588.
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The Company’s future capital requirements will depend on many factors, including the timing and extent of spending. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these unaudited condensed financial statements are available to be issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, and expenses. Actual results may differ from such estimates, judgments, and assumptions.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate is the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
For the three and six months ended June 30, 2026, the Company recorded significant estimates related to equity-based compensation expense, including assumptions used in determining the fair value of equity awards. Changes in these assumptions or differences between estimated and actual outcomes could result in material adjustments to equity-based compensation expense in future periods.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and deposits with financial institutions with original maturities of three months or less. At June 30, 2026 and December 31, 2025, cash totaled $2,588 and $130, respectively. There were no cash equivalents held during either period.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation (FDIC) coverage limit of $250,000.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses include unpaid vendor invoices and accrued professional services owed totaling $2,271,818 and $650,213 at June 30, 2026 and December 31, 2025, respectively.
Operating Expenses
Operating expenses consist primarily of professional fees, consulting, legal, and general administrative costs. Total operating expenses for the three and six months ended June 30, 2026 were $953,362 and $1,720,432, respectively. During the period from February 10, 2025 (inception) through June 30, 2025, the Company incurred $10 of operating expenses.
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Income Taxes
The Company is treated as a pass-through entity for U.S. federal income tax purposes. Accordingly, no provision for income taxes has been recorded, as taxable income or losses are included in the Company Members’ tax returns.
Management has evaluated uncertain tax positions under ASC 740-10 and determined no liabilities for unrecognized tax benefits are required.
Fair Value Measurements
The Company measures certain assets and liabilities at fair value using a three-level hierarchy based on observability of inputs. As of June 30, 2026 and December 31, 2025, the Company held no assets or liabilities measured at fair value.
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 — Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.
Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Equity-based Compensation
The Company grants equity-classified awards, including membership units, to directors, and consultants. The Company accounts for equity-based compensation arrangements granted to employees in accordance with ASC 718, Stock Compensation, by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur.
The fair value of the membership units was determined using an invested capital model , which incorporated assumptions including enterprise value, discount rates, expected volatility, lack of marketability, and other relevant factors. These assumptions include the Company’s enterprise value, expected volatility, and adjustments for lack of marketability, among other relevant factors.
Segment Reporting
The Company complies with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.
The Company has a single operating and reportable segment. The Company’s Chief Executive Officer (“CEO”) is its Chief Operating Decision Maker (“CODM”). The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that is also reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets when evaluating the Company’s performance and making key decisions regarding resource allocation.
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Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, will adopt the new or revised standard at the time public companies adopt the new or revised standard.
Recently Adopted Accounting Standards
There were no new accounting standards adopted during the three and six months ended June 30, 2026 and the year ended December 31, 2025 that had a material impact on the Company’s unaudited condensed financial statements.
Accounting Standards Not Yet Adopted
On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the statements of operations. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of:
| June 30, 2026 | December 31, 2025 | |||||||
| Professional fees | $ | 395,960 | $ | 191,652 | ||||
| Officers’ compensation | 977,851 | 117,851 | ||||||
| Legal expenses | 797,155 | 305,150 | ||||||
| Other accrued liabilities | 100,852 | 35,560 | ||||||
| $ | 2,271,818 | $ | 650,213 | |||||
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NOTE 5 – PROMISSORY NOTE
Promissory Note - Hennessy Capital Investment Corp.
On December 19, 2025, the Company entered into a promissory note (the “HVII Promissory Note”) with HVII providing for loan advances up to an aggregate principal amount of $300,000. The proceeds from these advances are restricted solely for the payment of third-party legal, accounting and audit services. Certain Company Members have provided personal guarantees of the Company’s obligations under the HVII Promissory Note.
In consideration for the advances, the Company is subject to a non-refundable monthly commitment fee of $10,000. This fee is paid in-kind in arrears on the last calendar day of each month. The Company is not required to make cash payments on these capitalized fees until the maturity date. The outstanding principal and fees mature and become payable upon the earliest of: (i) March 31, 2026, (ii) the acceleration of the obligations due to an event of default, or (iii) the consummation of the Business Combination or another specified capital-raising transaction.
On March 31, 2026, HVII, Merger Sub and ONE Nuclear entered into the Omnibus Amendment, amending the HVII Promissory Note to extend the maturity date from March 31, 2026 to June 30, 2026.
On June 1, 2026, the Company entered into Omnibus Amendment 2. The amendment modified the HVII Promissory Note by extending its maturity date from June 30, 2026, to August 15, 2026, and increasing the permitted aggregate principal amount of advances from $300,000 to $316,975.
Subsequent to June 30, 2026, on August 7, 2026, HVII, Merger Sub and the Company entered into Omnibus Amendment 3, which amended the HVII Promissory Note by extending its maturity date from August 15, 2026 to September 30, 2026 and increasing the permitted aggregate principal amount of advances from $316,975 to $620,000. See Note 10 - Subsequent Events.
As of both June 30, 2026, and December 31, 2025, the principal amount outstanding under the HVII Promissory Note was $300,000, recorded within notes payable on the accompanying balance sheets. Additionally, accrued pro-rated commitment fees amounted to $60,000 and $3,871 for the respective periods, which are classified within accounts payable and accrued expenses.
Promissory Note - B. Riley Capital
On February 18, 2026, the Company entered into a promissory note (the “B. Riley Promissory Note”) with B. Riley Principal Capital, LLC (“B. Riley Capital”) providing for loan advances up to an aggregate principal amount of $150,000. The proceeds from these advances are restricted solely to pay reasonable expenses to advance the Company’s business, primarily including third-party consultants and expenses related to the contemplated Business Combination (such as accounting, audit, regulatory filings, and the like).
In consideration for the advances, the Company is subject to a non-refundable monthly commitment fee of $5,000. This fee is fully earned and paid in-kind in arrears on the last calendar day of each month (pro-rated for partial periods), effectively capitalizing into the aggregate outstanding principal balance. Cash payments for these capitalized fees are not required until the maturity date. The outstanding principal and capitalized fees mature and become payable upon the earliest of: (i) March 31, 2026, (ii) acceleration of the obligations due to an event of default, (iii) the consummation of the Business Combination or another specified financing transaction, or (iv) the termination of the Business Combination. As of March 31, 2026, the maturity date has been extended through June 30, 2026, and is since due upon demand.
On June 4, 2026, the Company entered into a second amendment to the note, which increased the maximum principal amount to $166,975, raised the monthly commitment fee to $5,566, and extended the maturity date to August 15, 2026.
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Subsequent to June 30, 2026, on July 6, 2026, B. Riley Capital and the Company entered into Amendment 3, which amended the B. Riley Promissory Note by increasing the permitted aggregate principal amount of advances to $196,375 and increased the monthly commitment fee to $6,546.
On July 9, 2026, the parties entered into a fourth amendment. This agreement further raised the maximum principal borrowing limit to $204,113 and adjusted the corresponding monthly commitment fee to $6,804.
Subsequent to June 30, 2026, the Company and B. Riley Capital also entered into Amendment No. 5, dated July 22, 2026, Amendment No. 6, dated August 9, 2026, and Amendment No. 7, dated September 23, 2026, to the B. Riley Promissory Note. These agreements further adjusted the maximum principal borrowing limit to $227,363, $327, 363 and $276,749 respectively, as well as adjusted the corresponding monthly commitment fee to $7,579, $10,912 and $9,225, respectively. See Note 10 - Subsequent Events.
As of June 30, 2026, the outstanding balance under the B. Riley Promissory Note was $166,975. On the accompanying balance sheet, this amount consists of $166,975 in principal advances classified as a note payable, as well as pro-rated commitment fees of $15,566 and $22,352 for the three and six months ended June 30, 2026, respectively, recorded under accounts payable and accrued expenses.
NOTE 6 – MEMBERS’ DEFICIT
The Company is a limited liability company with 10,000,000 member units authorized, issued and outstanding. All profits and losses are allocated to the Company Members.
NOTE 7 – EQUITY-BASED COMPENSATION
The Company accounts for equity-based compensation arrangements in accordance with ASC 718, Compensation - Stock Compensation. Equity-based compensation expense is recognized for equity awards issued to employees and non-employee service providers in exchange for services.
During the six months ended June 30, 2026, the Company recognized equity-based compensation expense related to membership unit awards granted to certain service providers, in exchange for services rendered, during the year ended December 31, 2025. No membership unit awards were granted, and no membership units were issued, during the three and six months ended June 30, 2026 or during the period from February 10, 2025 (inception) through June 30, 2025, and accordingly membership units issued and outstanding remained 10,000,000 throughout the periods presented. The membership unit awards are classified as equity-settled awards. Compensation cost is measured at the grant-date fair value of the membership units awarded.
The fair value of the membership units was determined using an invested capital model , which incorporated assumptions including enterprise value, discount rates, expected volatility, lack of marketability, and other relevant factors.
For awards that were fully vested upon issuance, the Company recognized compensation expense immediately. For awards subject to service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the requisite service period, which represents the period over which the related services are expected to be provided. The Company accounts for forfeitures as they occur.
Equity-based compensation expense related to the issuance of membership units was $8,447 and $16,801 for the three and six months ended June 30, 2026, respectively, and is included in general and administrative expense in the accompanying unaudited condensed statements of operations. The issuance of membership units for services resulted in an increase to members’ capital and did not involve the use of cash.
As of June 30, 2026, total unrecognized compensation cost related to unvested membership units was $42,420, which is expected to be recognized over a weighted-average period of 1.8 years.
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NOTE 8 – COMMITMENTS AND CONTINGENCIES
Business Combination Agreement
On October 22, 2025, HVII, Merger Sub, and the Company, entered into a Business Combination Agreement which contemplates the Business Combination and aggregate consideration of $1.0 billion payable to the Company Members.
The Domestication
Subject to satisfaction or waiver of the closing conditions of the Business Combination Agreement (as described below), prior to the closing of the Business Combination (the “Closing”) on the date thereof (“Closing Date”), the following events will occur in connection with the Purchaser changing its jurisdiction of organization from the Cayman Islands to Delaware:
(a) each then issued and outstanding Class B ordinary share of the Purchaser, par value $0.0001 per share (each a “Class B Ordinary Share”), will convert (the “Sponsor Share Conversion”) automatically, on a one-for-one basis, into one Class A ordinary share of the Purchaser, par value $0.0001 per share (each a “Class A Ordinary Share”);
(b) immediately after the Sponsor Share Conversion, the Purchaser will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and
(c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of common stock of the Purchaser, par value $0.0001 per share (“Common Stock”), (ii) each then issued and outstanding right of the Purchaser (each a “Purchaser Right”) will convert automatically into a right to acquire one-twelfth (1/12) of one share of Common Stock at Closing (each a “Domesticated Purchaser Right”), and (iii) each then issued and outstanding unit of the Purchaser (each a “Purchaser Unit”), consisting of one Class A Ordinary Share and one Purchaser Right, will be cancelled, and one share of Common Stock and one Domesticated Purchaser Right will be issued in respect thereof.
Conversion of Securities
Pursuant to the terms of the Business Combination Agreement, the aggregate consideration to be paid to the Company Members at Closing will be in the form of stock, comprised of newly issued shares of Common Stock. The number of shares to be issued at the Closing will be calculated by dividing $1.00 billion (the “Base Purchase Price”) by the price per share equal to the amount at which Class A Ordinary Shares issued in the Purchaser’s initial public offering may be redeemed in connection with the Closing (the “Redemption Price”). For example, based on the estimated net share redemption price as of June 30, 2026 of approximately $10.45 per Class A Ordinary Shares, the total number of shares of Common Stock to be issued as consideration to the Company Members would be 95,693,779 shares of Common Stock. In addition, the Company Members will be entitled to receive up to an aggregate of 13.0 million additional shares of Common Stock in contingent consideration, subject to the achievement of certain share price milestones, as described below under the section titled “Company Earnout.”
Company Earn-out
During the two-year period beginning on the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, the Purchaser will issue up to 13.0 million additional shares of Common Stock as contingent consideration (collectively, the “Earnout Shares”) to the Company Members, subject to the achievement of certain share price milestones as follows below:
(a) 4,333,334 Earnout Shares if the closing sale price of one share of Common Stock as reported on Nasdaq (or the exchange on which the shares of Common Stock are then listed) is greater than or equal to $12.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination;
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(b) 4,333,333 Earnout Shares if the closing sale price of one share of Common Stock as reported on Nasdaq (or the exchange on which the shares of Common Stock are then listed) is greater than or equal to $15.00 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination; and
(c) 4,333,333 Earnout Shares if the closing sale price of one share of Common Stock as reported on Nasdaq (or the exchange on which the shares of Common Stock are then listed) is greater than or equal to $17.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination.
Coen Weddepohl Consulting Agreement
On August 18, 2025, ONE Nuclear entered into a consulting agreement with BCR-ABL LLC, an affiliate of Coen Weddepohl, its then Chief Financial Officer. Under the agreement, Mr. Weddepohl agrees to act as Chief Financial Officer and Chief Investment Officer to ONE Nuclear. The consulting agreement is terminable by either party with six (6) months’ prior written notice to the other party, or terminable immediately upon material default of the consulting agreement by the other party that is not cured within ten (10) days. Until consummation of the Business Combination, Mr. Weddepohl is due a consulting fee equal to $200,004 annually, payable in 12 equal monthly payments. Effective January 1, 2026, this annual consulting fee was increased to $400,000. Until ONE Nuclear has received an initial capital investment or loan of at least $3,000,000, payments of the consulting fee accrue but are unpaid.
As of June 30, 2026 and December 31, 2025, ONE Nuclear had accrued $377,851 and $117,851, respectively, in such consulting fee payable to Mr. Weddepohl. In addition, under the consulting agreement, Mr. Weddepohl is entitled to 150,000 membership rights in ONE Nuclear, which vest 75,000 after one year, 37,500 after two years, and 37,500 after three years, subject to his continued service through each vesting date. The consulting agreement also provides that the membership rights granted to Mr. Weddepohl under the terms of the consulting agreement, will not be diluted by any amount of an initial capital investment by an outside investor equal to or less than $5,000,000 of a pre-public event capital investment into ONE Nuclear. ONE Nuclear will also reimburse Mr. Weddepohl for certain reasonable business expenses, and pay a monthly payment of $10,000 in lieu of healthcare related benefits. If the consulting agreement is terminated “without cause,” Mr. Weddepohl will be entitled to all vested and unvested membership rights and a severance payment of $100,000. The consulting agreement includes standard confidentiality provisions and an agreement not to compete in the nuclear energy sector for 12 months after separation.
Amended and Restated Engagement Letter
On February 18, 2026, the Company entered into an Amended and Restated Engagement Letter with B. Riley Securities, Inc. (“B. Riley Securities”) to serve as the exclusive financial advisor in connection with a potential Sale Transaction (as defined therein) and as sole placement agent for any offerings of debt or equity. The term of the engagement began on March 13, 2025, and continues until terminated by either party upon ten days’ written notice. The agreement supersedes prior agreements and contains a 12-month tail period for fee entitlements following termination.
If the Company consummates the Business Combination, the Company is obligated to pay B. Riley Securities a fixed Sale Transaction Fee of $12.0 million. For any other Sale Transaction, the Company must pay a cash fee equal to 2.0% of the Aggregate Transaction Value, subject to a minimum fee of $1.5 million. If the Company completes a private or public offering, B. Riley Securities is entitled to a cash fee equal to 6.0% of the first $100 million of gross proceeds (plus 5.5% of proceeds above $100 million) for equity or equity-linked securities, and 3.0% of the first $100 million of gross proceeds (plus 2.0% above $100 million) for debt financings. If a Sale Transaction is not consummated and the Company receives a reverse termination or breakup fee, B. Riley Securities is entitled to 50% of the fair market value of such fee. The Company is also obligated to reimburse B. Riley Securities for all reasonable out-of-pocket, accountable expenses incurred in connection with its services, regardless of whether a transaction is consummated. See Note 10 – Subsequent Events.
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Consulting Agreements
In February 2026, the Company entered into consulting agreements with each of Mark Taylor and Al Vickers that contain payment obligations contingent upon the successful closing of a Special Purpose Acquisition Company ("SPAC") transaction. The aggregate cash obligations under these agreements are $170,000 in cash payments, payable within five business days of the SPAC closing. Additionally, the Company is committed to granting equity awards upon the initial public trading day, in the aggregate valued at $160,000. These equity awards are subject to Board approval and standard vesting terms, with no lock-up period.
NOTE 9 – SEGMENT REPORTING
ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer in accordance with ASC 280-10-50-5, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets when evaluating the Company’s performance and making key decisions regarding resource allocation. The CODM reviews several key metrics, which include the following:
As the Company has not earned revenues yet, the key measures of segment profit or loss reviewed by the Company’s CODM are general and administrative expenses to monitor, manage and forecast cash to ensure enough capital is available for working capital needs. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
| For the Three Months Ended June 30, | For
the Six Months Ended June 30, | For
the Period from February 10, 2025 (inception) through June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | 953,362 | $ | 10 | $ | 1,720,432 | $ | 10 | ||||||||
| Loss from operations | $ | (953,362 | ) | $ | (10 | ) | $ | (1,720,432 | ) | $ | (10 | ) | ||||
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NOTE 10 – SUBSEQUENT EVENTS
Management evaluated subsequent events through September 29, 2026, the date the unaudited condensed financial statements were issued. Based upon review, management identified the following subsequent events for disclosure:
Amended Promissory Note - B. Riley Capital
On July 6, 2026, the Company and B. Riley Capital executed a third amendment to the B. Riley Promissory Note. This modification expanded the maximum principal amount available for advances to $196,375 and increased the monthly commitment fee to $6,546.
Shortly thereafter, on July 9, 2026, the parties entered into a fourth amendment. This agreement further raised the maximum principal borrowing limit to $204,113 and adjusted the corresponding monthly commitment fee to $6,804.
The Company and B. Riley Capital entered into Amendment No. 5, dated July 22, 2026 and Amendment No. 6, dated August 9, 2026, to the B. Riley Promissory Note. These agreements further adjusted the maximum principal borrowing limit to $227,363 and $327, 363 respectively, as well as adjusted the corresponding monthly commitment fee to $7,579 and $10,912, respectively. On September 23, 2026, the Company and B. Riley Capital entered into a seventh amendment to the B. Riley Promissory Note. The amendment provides that the Company may request advances up to an aggregate principal amount of $276,749.38, which reflects a partial repayment of $100,000 paid by the Company and received by B. Riley Capital on September 23, 2026, revises B. Riley Capital’s commitment to make available up to $276,749.38 for advances, and provides for a monthly commitment fee of $9,224.98. The amendment also extended the maturity date from September 30, 2026 to December 31, 2026 and removed the consummation of the business combination between the Company and HVII as an event upon which the outstanding principal and capitalized fees become due and payable.
Omnibus Amendments
On August 7, 2026, the Company entered into Omnibus Amendment 3 with HVII. The amendment modified the HVII Promissory Note by extending its maturity date from August 15, 2026 to September 30, 2026, and increasing the permitted aggregate principal amount of advances from $316,975 to $620,000.
Independent Contractor Agreement and Executive Employment Agreement
On August 11, 2026, the Company entered into an Independent Contractor Agreement to engage a new Chief Financial Officer. Under the terms of this interim agreement, the Company will pay a flat consulting fee of $35,417 per month, prorated for the actual days served. The total accrued fees under this interim arrangement are deferred and will become payable to the contractor within five business days following the Closing Date.
Concurrently, the Company executed an Executive Employment Agreement with the new Chief Financial Officer, which supersedes the interim agreement and became effective upon the completion of the Business Combination. Upon Closing Date, the executive’s compensation transitioned to an annualized base salary of $425,000, alongside eligibility for an annual performance bonus of up to 100% of the base salary, payable in a combination of cash and Restricted Stock Units. The employment agreement also commits the Company to issue additional equity compensation, including a one-time grant upon the commencement of public trading on NASDAQ equivalent to 1% of the Company’s pre-Business Combination Membership Units. These equity awards are subject to various time-based vesting schedules and performance-based milestones, including future project financing, commercial operation dates, and specific stock price targets.
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In August 2026, the Company entered into an Independent Contractor Agreement to engage a new Chief Development Officer. Under the terms of this interim agreement, the Company paid a flat fee of $37,500 per month for business development services. This arrangement remained in effect until the Company’s anticipated Business Combination, and the total accrued fees are deferred and payable within five business days following the Closing Date.
Concurrently, the Company executed an Executive Employment Agreement with the Chief Development Officer, dated August 6, 2026. Under this agreement, the executive will transition to an annualized base salary of $450,000 and become eligible for an annual performance bonus of up to 100% of the base salary, payable in a combination of cash and restricted stock units. The executive is also eligible for an annual long-term incentive grant of up to 50% of the base salary and will receive an initial one-time equity grant upon the commencement of public trading on NASDAQ equivalent to 2% of the Company’s pre-merger Membership Units. These equity awards are subject to a combination of time-based vesting schedules and performance-based milestones, including securing project financing, achieving commercial operation dates, and meeting specific stock price targets.
As a condition of the employment agreement, the executive agreed to transfer ownership of all assets of a business known as the “Amino” Sustainable Group to the Company. The agreement stipulates that if the executive is terminated without cause within three years of employment commencement, the Company must transfer ownership of all “Amino” assets back to the executive. Furthermore, in the event of a termination without cause, the executive is entitled to a severance payment equal to six months of base salary and up to twelve months of company-paid COBRA insurance.
Forward-Purchase Agreement
On September 22, 2026, HVII and ONE Nuclear entered into a forward purchase agreement (the “Forward Purchase Agreement”) with New Circle Capital Solutions LP (the “New Circle”) for a prepaid share forward transaction (the “FPA Transaction”). Pursuant to the terms of the Forward Purchase Agreement, New Circle purchased from third parties 4,987,103 HVII Class A Ordinary Shares (the “FPA Shares”) that had previously been submitted for redemption in accordance with the terms and conditions therein. New Circle was prepaid an aggregate cash amount (the “Prepayment Amount”) equal to (i) the number of FPA Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination of $10.61 per share (the “Initial Price”) one (1) business day after the closing of the Business Combination. From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the terms and conditions therein, New Circle may, in its sole discretion, terminate the FPA Transaction in whole or in part with respect to any number of FPA Shares by giving notice of such termination and the specified number of FPA Shares (such quantity, the “Terminated Shares”). As of each OET Date, New ONE Nuclear will be entitled to receive New Circle, and New Circle shall pay to New ONE Nuclear, an amount equal to (a) the Initial Price (which may be reduced by mutual agreement of New Circle and New ONE Nuclear), multiplied by (b) the number of Terminated Shares. The Forward Purchase Agreement maturity date will be the date that is 90 days after the closing of the Business Combination, or such later date as agreed to in writing by New Circle and New ONE Nuclear. At maturity, in exchange for the return of the number of remaining FPA Shares under the Forward Purchase Agreement, New Circle shall retain an amount equal to (i) the number of FPA Shares multiplied by (ii) the Initial Price. The Forward Purchase Agreement also provides New ONE Nuclear with a termination right following the effectiveness of a resale registration statement on Form S-1 relating to a committed equity line of credit or similar financing facility. New Circle also agreed to waive any redemption rights with respect to the FPA Shares during the term of the Forward Purchase Agreement, subject to the terms and conditions thereof.
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Second Amended and Restated Engagement Letter
On September 23, 2026, the Company entered into a Second Amended and Restated Engagement Letter (the “Second A&R Agreement”) with B. Riley Securities, which supersedes the Amended and Restated Engagement Letter described in Note 8 - Commitments and Contingencies. Under the Second A&R Agreement, B. Riley Securities continues to serve as the Company’s exclusive financial advisor in connection with a Sale Transaction (as defined therein) and as sole placement agent for each offering of equity or equity-linked, or debt or debt-like, securities. The term of the engagement began on March 13, 2025 and continues until either party terminates the engagement upon ten days’ written notice, and the agreement provides for a 12-month tail period for fee entitlements following termination. The Second A&R Agreement also grants B. Riley Securities the right to act in specified capacities in other capital markets and mergers and acquisitions transactions entered into or contemplated by the Company during the engagement period or within 24 months thereafter, with compensation for any such transaction to be determined by separate agreement between the parties.
Under the Second A&R Agreement, the Sale Transaction Fee in connection with the Business Combination is $12.0 million, payable as (i) a $4.0 million equity fee due at the closing of the Business Combination in Common Stock (or other securities) at a per share price equal to the lowest price ascribed to shares or other securities of the Company issued to any other service provider in connection with the Business Combination, with such securities not subject to any contractual lock-up period, and (ii) an $8.0 million cash fee payable in cash following the Business Combination. For any other Sale Transaction, the Company must pay a cash fee equal to 2.0% of the Aggregate Transaction Value (as defined in the Second A&R Agreement), subject to a minimum fee of $1.5 million. If the Company completes an offering, B. Riley Securities is entitled to a cash fee equal to 6.0% of the first $100 million of gross proceeds (plus 5.5% of proceeds above $100 million) for equity or equity-linked securities, and 3.0% of the first $100 million of gross proceeds (plus 2.0% above $100 million) for debt or debt-like securities or any other type of debt financing. If a Sale Transaction is not consummated and the Company receives a reverse termination or breakup fee, B. Riley Securities is entitled to 50% of the fair market value of such fee. The Company is also obligated to reimburse B. Riley Securities for its out-of-pocket, accountable expenses incurred in connection with its services, regardless of whether a transaction is consummated.
Immediately upon the closing of the Business Combination, the Company is obligated to enter into a committed equity facility (the “CEF”) with B. Riley Securities or an affiliated entity of B. Riley Securities and to execute a power of attorney granting B. Riley Securities certain authority related to the CEF. The Company agreed to maximize its use of the CEF, subject to standard ownership and volume limitations, to pay B. Riley Securities 65% of the net proceeds raised from the CEF until the $8.0 million cash fee is paid in full, and to register the common stock, or the common stock underlying any other securities, issued in connection with the $4.0 million equity fee on the CEF resale registration statement on Form S-1. If the B. Riley Promissory Note remains outstanding at the time the CEF resale registration statement on Form S-1 is declared effective by the U.S. Securities and Exchange Commission, 100% of the net proceeds raised from the CEF will first be applied to principal and accrued fees in connection with that note until it is repaid in full. In addition, 100% of the net proceeds from any forward purchase agreement entered into by the Company and an investor or counterparty will also be applied to that note until it is repaid in full.
Business Combination
On September 23, 2026, the registrant consummated the previously announced Business Combination pursuant to the Business Combination Agreement.
Pursuant to the terms of the Business Combination Agreement, among other things, at the closing of the Business Combination (the “Closing”), and following the Domestication (as defined below), HVII was renamed “ONE Nuclear Energy Inc.” (HVII, as renamed following the Closing, is referred to herein as “New ONE Nuclear”), and Merger Sub merged with and into ONE Nuclear (the “Merger”), with ONE Nuclear surviving the Merger as a wholly owned subsidiary of New ONE Nuclear.
On the Closing Date prior to Closing, (a) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of HVII (collectively, the “HVII Founder Shares”) 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 HVII (each an “HVII Class A Ordinary Share”); (b) immediately after the Sponsor Share Conversion, HVII transferred by way of continuation and deregistration from the Cayman Islands and domesticated as a Delaware corporation (such continuation and domestication, the “Domestication”); and (c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding HVII Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share (“New ONE Nuclear Common Stock”), (ii) each then issued and outstanding right of HVII (each an “HVII Right”) converted automatically into a right to acquire one-twelfth (1/12) of one share of New ONE Nuclear Common Stock at Closing (each a “Domesticated HVII Right”), and (iii) each then issued and outstanding unit of HVII (each an “HVII Unit”), consisting of one HVII Class A Ordinary Share and one HVII Right, was cancelled, and one share of New ONE Nuclear Common Stock and one Domesticated HVII Right was issued in respect thereof.
The New ONE Nuclear Common Stock commenced trading on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ONEN” on September 24 2026.
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Exhibit 99.2
ONE NUCLEAR MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the selected financial and operating data, the audited financial statements and related notes of ONE Nuclear Energy LLC (the “Company” or “ONE Nuclear”) as of December 31, 2025, which are incorporated by reference, and the unaudited financial statements and related notes of ONE Nuclear as of June 30, 2026, included elsewhere in this Current Report on Form 8-K (the “Form 8-K”). These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) standards.
The discussion below contains forward-looking statements and reflects the current view of the Company with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements.
Overview
The Company is structured to develop, own, and operate a portfolio of behind-the-meter (BTM) microgrids and energy parks that bypass the congested centralized energy transmission infrastructure of the United States. ONE Nuclear’s objective is to cultivate a diverse and sector-agnostic client base of energy-intensive end-users, including not just hyperscale AI and cloud data centers, but also industrial manufacturers, refineries, desalination plants and critical-infrastructure customers.
Recent Developments
The Business Combination
On October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company, with limited liability (the “Purchaser” or “HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub”), and the Company entered into a business combination agreement (the “Business Combination Agreement”) that contemplates an all-stock business combination transaction (the “Business Combination”) and aggregate share consideration payable to the ONE Nuclear Members based on a formula equal to $1.0 billion divided by the Redemption Price. The Company is a development stage company, with nominal assets, no operating history or revenue to date and no developments currently under construction, and investors and potential investors should consider the financial constraints, uncertainties and risks described elsewhere in the Form 8-K.
The Business Combination was funded by a combination of HVII cash held in trust, proceeds from potential transaction financing, and equity contributed by existing ONE Nuclear equity holders
Promissory Notes
On December 19, 2025, the Company entered into a promissory note (the “HVII Promissory Note”) with HVII providing for loan advances up to an aggregate principal amount of $300,000. The proceeds from these advances are restricted solely for the payment of third-party legal, accounting, and audit services.
In consideration for the advances, the Company is subject to a non-refundable monthly commitment fee of $10,000. This fee is paid in-kind in arrears on the last calendar day of each month and capitalized into the outstanding principal balance. The Company is not required to make cash payments on these fees until the maturity date. The outstanding principal and capitalized fees mature and become payable upon the earliest of: (i) March 31, 2026, (ii) the acceleration of the obligations due to an event of default, or (iii) the consummation of the Business Combination or another specified capital-raising transaction.
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On February 18, 2026, the Company entered into a promissory note (the “B. Riley Promissory Note”) with B. Riley Principal Capital, LLC (“B. Riley Capital”) providing for loan advances up to an aggregate principal amount of $150,000. The proceeds from these advances are restricted solely to pay reasonable expenses to advance the Company’s business, primarily including third-party consultants and expenses related to the contemplated Business Combination (such as accounting, audit, regulatory filings, and travel). As of April 3, 2026, the Company borrowed approximately $114,800 under the B. Riley Promissory Note.
In consideration for the advances, the Company is subject to a non-refundable monthly commitment fee of $5,000. This fee is fully earned and paid in-kind in arrears on the last calendar day of each month (pro-rated for partial periods), effectively capitalizing into the aggregate outstanding principal balance. Cash payments for these capitalized fees are not required until the maturity date. The outstanding principal and capitalized fees mature and become payable upon the earliest of: (i) March 31, 2026, (ii) acceleration of the obligations due to an event of default, (iii) the consummation of the Business Combination or another specified financing transaction, or (iv) the termination of the Business Combination.
On June 4, 2026, the Company entered into a second amendment to the note, which increased the maximum principal amount to $166,975, raised the monthly commitment fee to $5,566, and extended the maturity date to August 15, 2026.
On July 6, 2026, the Company and B. Riley Capital executed a third amendment to the B. Riley Promissory Note. This modification expanded the maximum principal amount available for advances to $196,375 and increased the monthly commitment fee to $6,546.
Shortly thereafter, on July 9, 2026, the parties entered into a fourth amendment. This agreement further raised the maximum principal borrowing limit to $204,113 and adjusted the corresponding monthly commitment fee to $6,804.
The Company and B. Riley Capital entered into Amendment No. 5, dated July 22, 2026 and Amendment No. 6, dated August 9, 2026, to the B. Riley Promissory Note. These agreements further adjusted the maximum principal borrowing limit to $227,363 and $327, 363 respectively, as well as adjusted the corresponding monthly commitment fee to $7,579 and $10,912, respectively. On September 23, 2026, the Company and B. Riley Capital entered into a seventh amendment to the B. Riley Promissory Note. The amendment provides that the Company may request advances up to an aggregate principal amount of $276,749.38, which reflects a partial repayment of $100,000 paid by the Company and received by B. Riley Capital on September 23, 2026, revises B. Riley Capital’s commitment to make available up to $276,749.38 for advances, and provides for a monthly commitment fee of $9,224.98. The amendment also extended the maturity date from September 30, 2026 to December 31, 2026 and removed the consummation of the business combination between the Company and HVII as an event upon which the outstanding principal and capitalized fees become due and payable.
Omnibus Amendments
On March 31, 2026, HVII, Merger Sub and ONE Nuclear entered into the Omnibus Amendment 1, amending (1) the Business Combination Agreement to extend the Outside Date from April 30, 2026 to June 30, 2026 and (2) the HVII Promissory Note to extend the maturity date from March 31, 2026 to June 30, 2026.
On June 1, 2026, HVII, Merger Sub and ONE Nuclear entered into the Omnibus Amendment 2, amending (1) the Business Combination Agreement to extend the Outside Date from June 30 2026, to August 15, 2026 and (2) the HVII Promissory Note to extend the maturity date from June 30, 2026 to August 15, 2026, and increasing the permitted aggregate principal amount of advances from $300,000 to $316,975.
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On August 7, 2026, HVII, Merger Sub and the Company entered into Omnibus Amendment 3. The amendment modified the HVII Promissory Note by extending its maturity date from August 15, 2026 to September 30, 2026, and increasing the permitted aggregate principal amount of advances from $316,975 to $620,000.
Coen Weddepohl Consulting Agreement
On August 18, 2025, ONE Nuclear entered into a consulting agreement with BCR-ABL LLC, an affiliate of Coen Weddepohl, its then Chief Financial Officer. Under the agreement, Mr. Weddepohl agrees to act as Chief Financial Officer and Chief Investment Officer to ONE Nuclear. The consulting agreement is terminable by either party with six (6) months’ prior written notice to the other party, or terminable immediately upon material default of the consulting agreement by the other party that is not cured within ten (10) days. Until consummation of the Business Combination, Mr. Weddepohl is due a consulting fee equal to $200,004 annually, payable in 12 equal monthly payments. Effective January 1, 2026, this annual consulting fee was increased to $400,000. Until ONE Nuclear has received an initial capital investment or loan of at least $3,000,000, payments of the consulting fee accrue but are unpaid.
Consulting Agreements
In February 2026, the Company entered into consulting agreements with each of Mark Taylor and Al Vickers that contain payment obligations contingent upon the successful closing of the Business Combination. The aggregate cash obligations under these agreements are $170,000, payable within five business days of the SPAC closing. Additionally, the Company is committed to granting equity awards upon the initial public trading day, in the aggregate valued at $160,000. These equity awards are subject to Board approval and standard vesting terms, with no lock-up period.
Key Components of Statements of Operations
General and Administrative expenses
General and administrative expenses primarily consist of personnel expenses, professional fees, equity-based compensation expenses, and other general and administrative expenses.
Results of Operations
The following tables summarize the Company’s results of operations for the three months ended June 30, 2026 and 2025, the six months ended June 30, 2026, and the period from February 10, 2025 (inception) through June 30, 2025. This discussion should be read in conjunction with the accompanying financial statements, related notes, and the section below entitled “— Key Components of Statements of Operations”. Historical results are not necessarily indicative of future performance.
Three Months Ended June 30, 2026 and 2025
The following tables set forth the Company’s unaudited condensed statement of operations data for the three months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Operating expenses | ||||||||||||
| General and administrative | $ | 953,362 | $ | 10 | $ | 953,352 | ||||||
| Loss from operations | (953,362 | ) | (10 | ) | (953,352 | ) | ||||||
| Other expense | ||||||||||||
| Commitment fees | 45,705 | - | 45,705 | |||||||||
| Total | 45,705 | - | 45,705 | |||||||||
| Net loss | $ | (999,067 | ) | $ | (10 | ) | $ | (999,057 | ) | |||
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Operating Expenses
General and administrative expenses
General and administrative expenses for the three months ended June 30, 2026 were $953,362 as compared to $10 for the three months ended June 2025. The $953,352 increase in general and administrative expenses is mainly due to increases in personnel expenses, professional fees and equity-based compensation expenses.
Other Income (Expense)
Commitment fees
The Company accrued $45,705 pro-rated commitment fees in accordance with the terms of the HVII Promissory Note and the B. Riley Promissory Note for the three months ended June 30, 2026.
Six Months Ended June 30, 2026 and the Period from February 10, 2025 (inception) through June 30, 2025
The following tables set forth the Company’s unaudited condensed statement of operations data for the six months ended June 30, 2026, and the period from February 10, 2025 (inception) through June 30, 2025:
For the Six Months Ended June 30, 2026 | For the Period from February 10, 2025 (inception) through June 30, 2025 | Change | ||||||||||
| Operating expenses | ||||||||||||
| General and administrative | $ | 1,720,432 | $ | 10 | $ | 1,720,422 | ||||||
| Loss from operations | (1,720,432 | ) | (10 | ) | (1,720,422 | ) | ||||||
| Other expense | ||||||||||||
| Commitment fees | 82,491 | - | 82,491 | |||||||||
| Total | 82,491 | - | 82,491 | |||||||||
| Net loss | $ | (1,802,923 | ) | $ | (10 | ) | $ | (1,802,913 | ) | |||
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Operating Expenses
General and administrative expenses
General and administrative expenses for the six months ended June 30, 2026 were $1,720,432 as compared to $10 for the period from February 10, 2025 (inception) through June 30, 2025. The $1,720,422 increase in general and administrative expenses is mainly due to increase in personnel expenses, professional fees and equity-based compensation expenses.
Other Income (Expense)
Commitment fees
The Company accrued $82,491 pro-rated commitment fees in accordance with the terms of the HVII Promissory Note and the B. Riley Promissory Note for the six months ended June 30, 2026.
Liquidity and Capital Resources
The Company’s only sources of liquidity have been cash from financing activities. For the six months ended June 30, 2026, the Company incurred a net loss of $1,802,923. As of June 30, 2026, the Company had an accumulated deficit of $2,778,825, a cash balance of $2,588, and a working capital deficit of $2,736,205, which represents a $1,786,122 increase in the deficit compared to a working capital deficit balance of $950,083 at December 31, 2025.
The Company’s future capital requirements will depend on many factors, including the timing and extent of spending. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these unaudited condensed financial statements are available to be issued. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Cash flows for the six months ended June 30, 2026 and the Period from February 10, 2025 (inception) through June 30, 2025
The following table summarizes the Company’s cash flows from operating and financing activities for the six months ended June 30, 2026 and the period from February 10, 2025 (inception) through June 30, 2025:
For the Six Months Ended June 30, 2026 | For the Period from February 10, 2025 (inception) through June 30, 2025 | |||||||
| CASH USED IN OPERATING ACTIVITIES | $ | (164,517 | ) | $ | (10 | ) | ||
| CASH PROVIDED BY FINANCING ACTIVITIES | $ | 166,975 | $ | 100 | ||||
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Cash flows used in operating activities
Net cash used in operating activities for period from February 10, 2025 (inception) through June 30, 2025, was $10. Net cash used in operating activities for the six months ended June 30, 2026, was $164,517. This was primarily driven by the Company’s net loss, partially offset by increases in accounts payable and accrued expenses and the recognition of non-cash equity-based compensation.
Cash flows provided by financing activities
Cash provided by financing activities for the period from February 10, 2025 (inception) through June 30, 2025 was $100. This was related to the membership units.
Cash provided by financing activities for the six months ended June 30, 2026 was $166,975. This was primarily related to the promissory notes.
Credit Risk
Credit risk includes the risk that ONE Nuclear’s customers will not pay their bills, which may lead to a reduction in liquidity and an increase in bad debt expense. Credit risk is comprised of numerous factors including the price of products and services provided, the overall economy and local economies in the geographic areas ONE Nuclear serves, including local unemployment rates.
Credit risk also includes the risk that various counterparties that owe ONE Nuclear money or products will breach their obligations. Should the counterparties to these arrangements fail to perform, ONE Nuclear may be forced to enter into alternative arrangements. In that event, ONE Nuclear’s financial results could be adversely affected and it could incur losses.
One alternative available to address counterparty credit risk is to transact on liquid commodity exchanges. The credit risk is then socialized through the exchange central clearinghouse function. While exchanges do remove counterparty credit risk, all participants are subject to margin requirements, which create an additional need for liquidity to post margin as exchange positions change value daily. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires broad clearing of financial swap transactions through a central counterparty, which could lead to additional margin requirements that would impact ONE Nuclear’s liquidity. However, ONE Nuclear may take advantage of an exception to mandatory clearing afforded to commercial end-users who are not classified as a major swap participant, thereby allowing such commercial end-users to enter into uncleared bilateral swaps to hedge their exposure to commercial risk.
ONE Nuclear may at times have direct credit exposure in its short-term wholesale and commodity trading activity to various financial institutions trading for their own accounts or issuing collateral support on behalf of other counterparties. ONE Nuclear may also have some indirect credit exposure to participation in organized markets, such as SPP, PJM and the Midcontinent Independent System Operator (“MISO”), in which any credit losses are socialized to all market participants.
ONE Nuclear may have additional indirect credit exposures to various domestic and foreign financial institutions in the form of letters of credit provided as security by power suppliers under various long-term physical purchased power contracts. If any of the credit ratings of the letter of credit issuers were to drop below the designated investment grade rating stipulated in the underlying long-term purchased power contracts, the supplier would need to replace that security with an acceptable substitute. If the security were not replaced, the party could be in technical default under the contract, which would enable ONE Nuclear to exercise its contractual rights.
Material Accounting Policies and Estimates
ONE Nuclear management’s discussion and analysis of financial condition and results of operations is based on our financial statements which have been prepared in accordance with U.S. GAAP. In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our results of operations and net loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.
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Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”.)
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of financial information of HVII and ONE Nuclear, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). HVII has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, assumes that the Business Combination occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, assume that the Business Combination occurred on January 1, 2025, the beginning of the earliest periods presented.
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what New ONE Nuclear’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of New ONE Nuclear. The actual financial position and results of operations of New ONE Nuclear may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The historical financial information of HVII was derived from the unaudited financial statements of HVII as of and for the six months ended June 30, 2026 and the audited financial statements of HVII for the year ended December 31, 2025, which are incorporated by reference. The historical financial information of ONE Nuclear was derived from the unaudited financial statements of ONE Nuclear as of and for the six months ended June 30, 2026 and the audited financial statements of ONE Nuclear for the period from February 10, 2025 (inception) through December 31, 2025, which are incorporated by reference. This information should be read together with HVII’s and ONE Nuclear’s historical financial statements, and related notes, the sections titled “HVII Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “ONE Nuclear Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information, which are incorporated by reference.
Description of the Business Combination, Consideration and Conversion of Securities
On October 22, 2025, HVII, Merger Sub and ONE Nuclear entered into the Business Combination Agreement. On September 23, 2026, the Business Combination was consummated.
Pursuant to the terms of the Business Combination Agreement, among other things, following the Domestication, Merger Sub merged with and into ONE Nuclear, with ONE Nuclear surviving the Merger as a wholly owned subsidiary of HVII. ONE Nuclear is an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear small modular reactor (SMR) technologies. Pursuant to the terms of the Business Combination Agreement, the aggregate consideration paid to the ONE Nuclear Members at the Closing was in the form of stock, comprised of newly issued shares of New ONE Nuclear Common Stock. Pursuant to the formula set forth in the Business Combination Agreement, the number of shares of New ONE Nuclear Common Stock issued to the ONE Nuclear Members at the Closing was 94,253,842 .
In addition, the ONE Nuclear Members are entitled to receive up to an aggregate of 13.0 million additional shares of New ONE Nuclear Common Stock in contingent consideration, subject to the achievement of certain share price milestones, as described below.
At the Closing, by virtue of the Merger and without any action on the part of HVII, Merger Sub, ONE Nuclear or any holder of securities of any of the foregoing:
| (a) | Each ordinary membership unit of ONE Nuclear (each a “ONE Nuclear Unit”), that was owned by HVII, Merger Sub or ONE Nuclear (in treasury or otherwise) immediately prior to the Closing (each, an “Excluded Unit”) was cancelled and ceased to exist and no consideration was delivered in exchange therefor; and | |
| (b) | each ONE Nuclear Unit that was issued and outstanding immediately prior to the Closing (other than Excluded Units) was cancelled and converted into the right to receive: |
| (i) | a number of shares of New ONE Nuclear Common Stock (the “Per Unit Base Consideration”) equal to (x) $1.00 billion divided by (y) the redemption price per HVII Public Share (calculated by dividing the aggregate amount on deposit in the Trust Account, including interest earned thereon (net of taxes payable), by the number of HVII Public Shares), and further divided by (z) the sum of the aggregate issued and outstanding ONE Nuclear Units, whether vested or unvested, and the aggregate number of ONE Nuclear Units issuable, exercisable, exchangeable or convertible into ONE Nuclear Units (on an as-converted basis) (the “ONE Nuclear Fully Diluted Capital”); and | |
| (ii) | subject to the vesting conditions specified in Section 2.03 of the Business Combination Agreement, a number of shares of New ONE Nuclear Common Stock equal to the applicable number of Earnout Shares divided by the ONE Nuclear Fully Diluted Capital (the “Per Unit Earnout Consideration”); |
provided that the Per Unit Base Consideration and the Per Unit Earnout Consideration received in respect of a ONE Nuclear Unit subject to vesting or forfeiture provisions continue to have, and be subject to, the same vesting and forfeiture provisions applicable to such ONE Nuclear Unit immediately prior to the Closing.
In addition, all of Merger Sub’s outstanding membership interests immediately prior to the Closing were automatically cancelled and converted into validly issued, fully paid and non-assessable membership interests of ONE Nuclear, which membership interests constituted the only outstanding membership interests in ONE Nuclear. Upon closing of the Merger, ONE Nuclear became a direct, wholly-owned subsidiary of HVII, and HVII is a publicly traded company operating under the name “ONE Nuclear Energy Inc.”
The Domestication
Prior to the Closing on the Closing Date, the following events occurred in connection with HVII changing its jurisdiction of organization from the Cayman Islands to Delaware:
(a) each then issued and outstanding Class B Ordinary Share of HVII, par value $0.0001 per share converted automatically, on a one-for-one basis, into one Class A Ordinary Share of HVII, par value $0.0001 per share;
(b) immediately after the Sponsor Share Conversion, HVII transferred by way of continuation and deregistration from the Cayman Islands and domesticated as a Delaware corporation; and
(c) in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of HVII Domesticated Common Stock, par value $0.0001 per share, (ii) each then issued and outstanding right of HVII converted automatically into a right to acquire one-twelfth (1/12) of one share of HVII Domesticated Common Stock at Closing, and (iii) each then issued and outstanding unit of HVII was cancelled and one share of HVII Domesticated Common Stock and one Domesticated HVII Right were issued in respect thereof.
Earnout Shares
During the time period beginning on the date that is the first anniversary of the Closing Date and ending on the date that is the third anniversary of the Closing Date (the “Earnout Period”), New ONE Nuclear will issue up to 13.0 million additional shares of New ONE Nuclear Common Stock as contingent consideration to the ONE Nuclear Members, subject to the achievement of certain share price milestones as follows below:
| (a) | 4,333,334 Earnout Shares if the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) is greater than or equal to $12.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination; | |
| (b) | 4,333,333 Earnout Shares if the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) is greater than or equal to $15.00 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination; and | |
| (c) | 4,333,333 Earnout Shares if the closing sale price of one share of New ONE Nuclear Common Stock as reported on Nasdaq (or the exchange on which the shares of New ONE Nuclear Common Stock are then listed) is greater than or equal to $17.50 per share for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination. |
If, during the Earnout Period, there is a Change of Control (as defined in the Business Combination Agreement) of New ONE Nuclear pursuant to which New ONE Nuclear or its stockholders have the right to receive consideration implying a value per share of New ONE Nuclear Common Stock after giving effect to the issuance of any shares of New ONE Nuclear Common Stock pursuant to the earnout provision described above:
| (a) | less than $12.50, then no further shares of New ONE Nuclear Common Stock will be issuable under the earnout provisions described above; | |
| (b) | greater than or equal to $12.50 but less than $15.00, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 4,333,334 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable; | |
| (c) | greater than or equal to $15.00 but less than $17.50, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 8,666,667 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable; and | |
| (d) | greater than or equal to $17.50, then (A) immediately prior to such Change of Control, New ONE Nuclear will issue 13,000,000 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members (less any Earnout Shares issued prior to such Change of Control) and (B) thereafter, no further Earnout Shares will be issuable. |
As the foregoing earnout arrangement involves a variable number of shares based on stock price and a change-of-control occurrence, equity classification is precluded under ASC 815-40. Therefore, management determined it to be classified as a liability, initially measured at fair value and subsequently remeasured through earnings until settlement.
The following table sets out share ownership of New ONE Nuclear following the consummation of the Business Combination:
| Shares | % | |||||||
| HVII Public Shareholders(1) | 1,787,201 | 1.7 | % | |||||
| HVII Sponsor, officers and directors | 6,874,999 | 6.4 | % | |||||
| HVII IPO Underwriters | 355,834 | 0.3 | % | |||||
| New Circle | 4,987,103 | 4.6 | % | |||||
| ONE Nuclear Members | 94,253,842 | 87.0 | % | |||||
| Total(2) | 108,258,979 | 100.0 | % | |||||
| (1) | Includes 1,583,333 HVII Public Rights Shares. |
| (2) | Figures presented on a non-diluted basis to exclude the dilutive effect of Earnout Shares and the Incentive Plan. |
Accounting Treatment
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although HVII acquired all of the outstanding equity interests of ONE Nuclear in the Business Combination, HVII was treated as the “acquired” company and ONE Nuclear was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of ONE Nuclear issuing stock for the net assets of HVII, accompanied by a recapitalization. The net assets of HVII were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of ONE Nuclear. As an accounting acquirer, the financial statements of ONE Nuclear were stated at historical cost.
ONE Nuclear was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | The ONE Nuclear Members have the greatest voting interest in New ONE Nuclear; | |
| ● | The ONE Nuclear Members have the ability to control decisions regarding election and removal of directors and officers of New ONE Nuclear; | |
| ● | ONE Nuclear comprises the ongoing operations of New ONE Nuclear; and | |
| ● | ONE Nuclear’s existing senior management is the senior management of New ONE Nuclear. |
The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, are based on the unaudited and audited historical financial statements of HVII and ONE Nuclear. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2026
(in thousands, except share and per share data)
| (1) ONE Nuclear (Historical) | (2) HVII (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| Assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 3 | $ | 259 | $ | 1,706 | (D) | $ | 1,915 | |||||||
| (53 | )(G) | |||||||||||||||
| Note receivable | - | 317 | (317 | )(P) | - | |||||||||||
| Prepaid expenses | - | 47 | 687 | (G) | 734 | |||||||||||
| Total Current Assets | 3 | 623 | 2,023 | 2,649 | ||||||||||||
| Marketable securities held in Trust Account | - | 200,141 | (199,695 | )(B) | - | |||||||||||
| 1,442 | (C) | |||||||||||||||
| (1,706 | )(D) | |||||||||||||||
| (82 | )(E) | |||||||||||||||
| (100 | )(F) | |||||||||||||||
| Total Assets | $ | 3 | $ | 200,764 | $ | (198,118 | ) | $ | 2,649 | |||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable and accrued expenses | $ | 2,272 | $ | 106 | $ | 13,662 | (G) | $ | 16,040 | |||||||
| Accrued offering costs | - | 25 | - | 25 | ||||||||||||
| Notes payable – B. Riley | 167 | - | (100 | )(F) | 67 | |||||||||||
| Notes payable | 300 | - | (300 | )(P) | - | |||||||||||
| Total Current Liabilities | 2,739 | 131 | 13,262 | 16,132 | ||||||||||||
| Deferred legal fees | - | 3,635 | 3,635 | |||||||||||||
| Deferred underwriting fee payable | - | 7,600 | (7,600 | )(E) | - | |||||||||||
| Earnout Shares liability | - | - | 106,081 | (N) | 106,081 | |||||||||||
| Total Liabilities | 2,739 | 11,366 | 111,743 | 125,848 | ||||||||||||
| HVII Class A ordinary shares subject to possible redemption, 19,000,000 shares at redemption value | - | 200,141 | (199,421 | )(B) | - | |||||||||||
| 1,442 | (C) | |||||||||||||||
| (2,162 | )(K) | |||||||||||||||
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2026 — (Continued)
(in thousands, except share and per share data)
| (1) ONE Nuclear (Historical) | (2) HVII (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| Stockholders’ Deficit | ||||||||||||||||
| HVII Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | - | - | - | - | ||||||||||||
| HVII Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 690,000 shares issued and outstanding (excluding 19,000,000 shares subject to possible redemption) | - | - | 1 | (A) | - | |||||||||||
| - | (B) | |||||||||||||||
| - | (K) | |||||||||||||||
| (1 | )(L) | |||||||||||||||
| HVII Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,333,333 shares issued and outstanding | - | 1 | (1 | )(A) | - | |||||||||||
| ONE Nuclear membership interests, 10,000,000 shares authorized, issued and outstanding | - | - | - | (H) | - | |||||||||||
| HVII Domesticated Common Stock, $0.0001 par value | - | - | 9 | (H) | 10 | |||||||||||
| 1 | (L) | |||||||||||||||
| - | (M) | |||||||||||||||
| Additional paid-in capital | 43 | - | (274 | )(B) | - | |||||||||||
| 7,518 | (E) | |||||||||||||||
| (13,028 | )(G) | |||||||||||||||
| (9 | )(H) | |||||||||||||||
| 1,119 | (I) | |||||||||||||||
| (11,863 | )(J) | |||||||||||||||
| 2,162 | (K) | |||||||||||||||
| - | (M) | |||||||||||||||
| (106,081 | )(N) | |||||||||||||||
| 120,413 | (O) | |||||||||||||||
| Accumulated deficit | (2,779 | ) | (10,744 | ) | (1,119 | )(I) | (123,209 | ) | ||||||||
| 11,863 | (J) | |||||||||||||||
| (120,413 | )(O) | |||||||||||||||
| (17 | )(P) | |||||||||||||||
| Total Stockholders’ Deficit | (2,736 | ) | (10,743 | ) | (109,720 | ) | (123,199 | ) | ||||||||
| Total Liabilities, and Stockholders’ Deficit | $ | 3 | $ | 200,764 | $ | (198,118 | ) | $ | 2,649 | |||||||
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
| (1) | Derived from the unaudited balance sheet of ONE Nuclear as of June 30, 2026. |
| (2) | Derived from the unaudited balance sheet of HVII as of June 30, 2026. |
| (A) | Represents the conversion of HVII Class B Ordinary Shares into HVII Class A Ordinary Shares on a one-for-one basis. |
| (B) | Reflects the redemption of 13,809,029 HVII Class A Ordinary Shares for aggregate redemption payments of $146.5 million at a redemption price of approximately $10.61 per share, net of 4,987,103 HVII Class A Ordinary Shares purchased by the New Circle. |
| (C) | Reflects the transfer of marketable securities held in the Trust Account to cash. |
| (D) | Reflects the income earned on the marketable securities held in Trust Account subsequent to June 30, 2026. |
| (E) | Reflects the settlement of approximately $7,600,000 of deferred underwriting commissions payable by cash upon the Closing of the Business Combination to the underwriters of the IPO pursuant to that certain underwriting agreement, dated January 16, 2025, by and between HVII and Cohen & Company Capital Markets. |
| (F) | Reflects the repayment of $0.1 million of the B. Riley note payable. |
| (G) | Represents transaction costs incurred by ONE Nuclear of approximately $14.5 million. These costs are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in New ONE Nuclear’s income beyond 12 months after the transaction. |
Of the $14.5 million transaction costs, $0.1 million have been paid and $0.7 million have been accrued as of the pro forma balance sheet date. $0.7 million is related to D&O insurance and is included as an adjustment to prepaid expenses. The amount includes the third party advisory fees, which is a fixed fee of $12.0 million. The amount of $13.0 million, including $12.0 million third party advisory fees, is included as an adjustment to additional paid-in capital.
| (H) | Represents the issuance of 94,253,842 shares of New ONE Nuclear Common Stock to the ONE Nuclear Members at the Closing of the Business Combination. |
| (I) | Represents the recognition of the share-based compensation related to the 1,130,000 shares granted to HVII’s CFO, COO, and its independent directors. |
| (J) | Represents the elimination of HVII’s historical accumulated deficit after recording the share-based compensation as described in Adjustment (I) above. |
| (K) | Reflects the reclassification of 203,868 HVII Public Shares subject to possible redemption to permanent equity. |
| (L) | Represents the conversion of 12,364,304 HVII Class A Ordinary Shares into the same number of shares of New ONE Nuclear Common Stock. |
| (M) | Represents the issuance of 1,583,333 shares of New ONE Nuclear Common Stock underlying the HVII Public Rights and 57,500 shares of New ONE Nuclear Common Stock underlying the HVII Private Placement Rights. |
| (N) | Reflects the estimated fair value of the Earnout Shares liability based on the assumptions used in the valuation. Changes in those assumptions could result in different fair value measurement and therefore could have affected the amounts presented in the pro forma financial information. Because the Earnout Shares are accounted for as a liability and remeasured at fair value at each reporting date, changes in assumptions used in the valuation model may result in significant non-cash gains or losses in future periods, which could materially affect the future combined results of operations. |
The Earnout Shares were valued using a Monte Carlo simulation. Below are the significant assumptions used in the simulation:
| Stock price: | $ | 9.08 | ||
| Volatility: | 120.0 | % | ||
| Term: | 3.0 | |||
| Risk-free rate: | 4.8 | % |
| (O) | Represents the reclassification among equity to avoid negative additional paid-in capital. |
| (P) | Represents the elimination of the intercompany note receivable and note payable. |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(in thousands, except share and per share data)
| (1) ONE Nuclear (Historical) | (2) HVII (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative expenses | $ | 1,720 | $ | 1,868 | $ | (303 | )(BB) | $ | 3,285 | |||||||
| Total operating expenses | 1,720 | 1,868 | (303 | ) | 3,285 | |||||||||||
| Operating Loss | (1,720 | ) | (1,868 | ) | 303 | (3,285 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest earned on cash equivalents | - | 6 | - | 6 | ||||||||||||
| Interest earned on cash held in Trust Account | - | 3,353 | (3,353 | )(AA) | - | |||||||||||
| Interest expense | (82 | ) | - | - | (82 | ) | ||||||||||
| Total other (expense) income, net | (82 | ) | 3,359 | (3,353 | ) | (76 | ) | |||||||||
| Net (loss) income | $ | (1,802 | ) | $ | 1,491 | $ | (3,050 | ) | $ | (3,361 | ) | |||||
| Basic and diluted net loss per member unit | $ | (0.18 | ) | |||||||||||||
| Basic and diluted net income per ordinary share, Class A ordinary shares | $ | 0.06 | ||||||||||||||
| Basic and diluted net income per ordinary share, non-redeemable Class A ordinary shares | $ | 0.06 | ||||||||||||||
| Basic and diluted net income per ordinary share, Class B ordinary shares | $ | 0.06 | ||||||||||||||
| Weighted average number of shares outstanding, basic and diluted | 108,258,979 | |||||||||||||||
| Net loss per share, basic and diluted | $ | (0.03 | ) | |||||||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
| (1) | Derived from the unaudited condensed statement of operations of ONE Nuclear for the six months ended June 30, 2026. |
| (2) | Derived from the unaudited statement of operations of HVII for the six months ended June 30, 2026. |
| (AA) | Represents an adjustment to eliminate interest earned on cash held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025, the beginning of the earliest periods presented. |
| (BB) | Represents an adjustment to eliminate administrative service fees and officer and consultant fees that will cease at the Business Combination. |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands, except share and per share data)
| (1) ONE Nuclear (Historical) | (2) HVII (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative expenses | $ | 972 | $ | 3,657 | $ | (696 | )(BB) | $ | 3,933 | |||||||
| Total operating expenses | 972 | 3,657 | (696 | ) | 3,933 | |||||||||||
| Operating Loss | (972 | ) | (3,657 | ) | 696 | (3,933 | ) | |||||||||
| Other income | ||||||||||||||||
| Interest earned on cash equivalents | - | 51 | - | 51 | ||||||||||||
| Interest earned on cash held in Trust Account | - | 7,293 | (7,293 | )(AA) | - | |||||||||||
| Interest expense | (4 | ) | - | - | (4 | ) | ||||||||||
| Total other income, net | (4 | ) | 7,344 | (7,293 | ) | 47 | ||||||||||
| Net income (loss) | $ | (976 | ) | $ | 3,687 | $ | (6,597 | ) | $ | (3,886 | ) | |||||
| Basic and diluted net loss per member unit | $ | (0.10 | ) | |||||||||||||
| Basic and diluted net income per ordinary share, Class A ordinary shares | $ | 0.15 | ||||||||||||||
| Basic and diluted net income per ordinary share, non-redeemable Class A ordinary shares | $ | 0.15 | ||||||||||||||
| Basic and diluted net income per ordinary share, Class B ordinary shares | $ | 0.15 | ||||||||||||||
| Weighted average number of shares outstanding, basic and diluted | 108,258,979 | |||||||||||||||
| Net loss per share, basic and diluted | $ | (0.04 | ) | |||||||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
| (1) | Derived from the audited condensed statement of operations of ONE Nuclear for the period from February 10, 2025 (inception) through December 31, 2025. |
| (2) | Derived from the audited statement of operations of HVII for the year ended December 31, 2025. |
| (AA) | Represents an adjustment to eliminate interest earned on cash held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025, the beginning of the earliest periods presented. |
| (BB) | Represents an adjustment to eliminate administrative service fees and officer and consultant fees that will cease at the Business Combination. |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Basis of Presentation
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as ONE Nuclear was determined to be the accounting acquirer, primarily due to the fact that the ONE Nuclear Members continue to control New ONE Nuclear. Under this method of accounting, although HVII acquired all of the outstanding equity interests of ONE Nuclear in the Business Combination, HVII was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of ONE Nuclear issuing stock for the net assets of HVII, accompanied by a recapitalization. The net assets of HVII were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of ONE Nuclear.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, assumes that the Business Combination and related transactions occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 present pro forma effect to the Business Combination as if it had been completed on January 1, 2025, the beginning of the earliest periods presented.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, has been prepared using, and should be read in conjunction with, the following:
| ● | HVII’s unaudited balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, incorporated by reference; and | |
| ● | ONE Nuclear’s unaudited balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, incorporated by reference. |
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026, has been prepared using, and should be read in conjunction with, the following:
| ● | HVII’s unaudited statement of operations for the six months ended June 30, 2026, and the related notes, incorporated by reference; and | |
| ● | ONE Nuclear’s unaudited statement of operations for the six months ended June 30, 2026, and the related notes, incorporated by reference. |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
| ● | HVII’s audited statement of operations for the year ended December 31, 2025, and the related notes, incorporated by reference; and | |
| ● | ONE Nuclear’s audited statement of operations for the period from February 10, 2025 (inception) through December 31, 2025, and the related notes, incorporated by reference. |
As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that HVII believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. HVII believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of New ONE Nuclear would have been had the Business Combination taken place on the dates indicated, nor is it indicative of the future consolidated results of operations or financial position of New ONE Nuclear. It should be read in conjunction with the historical financial statements and notes thereto of HVII and ONE Nuclear.
Accounting Policies
Upon consummation of the Business Combination, management of New ONE Nuclear performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management of New ONE Nuclear did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments and present the Management’s Adjustments. HVII has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.
The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP.
The pro forma combined statements of operations do not reflect a provision for income taxes or any amounts that would have resulted had New ONE Nuclear filed consolidated income tax returns during the periods presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of New ONE Nuclear as a result of the Business Combination. Because New ONE Nuclear is expected to record a valuation allowance against its U.S. federal and state deferred tax assets due to uncertainty regarding their recoverability, no pro forma tax provision has been reflected.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of shares of New ONE Nuclear Common Stock outstanding, assuming the Business Combination occurred on January 1, 2025, the beginning of the earliest periods presented.
| (in thousands, except share and per share data) | June 30, 2026 | |||
| Net loss | $ | (3,361 | ) | |
| Stockholders’ deficit | (123,199 | ) | ||
| Weighted average shares outstanding of common stock(1) | 108,258,979 | |||
| Net loss per common share, basic and diluted | $ | (0.03 | ) | |
| Book deficit per share | $ | (1.14 | ) | |
| (1) | For the purposes of calculating diluted earnings per share, all the 13,000,000 Earnout Shares should have been assumed to have been issued. However, since this results in anti-dilution, the effect of such issuance was not included in calculation of diluted loss per share. |