Hennessy Capital Investment Corp. VII (HVII) completed its initial business combination and domestication. On September 23, 2026, Thomas D. Hennessy, the Predecessor Issuer’s President, Chief Operating Officer and a director, reported conversions involving 750,000 directly held Class B ordinary shares and 5,203,333 Class B ordinary shares held of record by HC VII Sponsor LLC. Both amounts converted automatically one-for-one into Class A ordinary shares.
The reported transactions also included 500,000 rights, with 41,666 Class A ordinary shares listed as underlying. In the domestication, each Class A ordinary share converted one-for-one into a Successor Issuer share; each 12 Successor Rights were surrendered for one Successor Share.
Hennessy Capital Investment Corp. VII (HVII), the predecessor issuer, was involved in a business-combination conversion reported indirectly by Director Daniel J. Hennessy for HC VII Sponsor LLC. The Sponsor was the record holder; Hennessy may be deemed a beneficial owner through shared voting and dispositive control, but disclaimed beneficial ownership of Sponsor securities in which he had no pecuniary interest.
At closing on September 23, 2026, the Sponsor’s 5,203,333 Class B ordinary shares converted one-for-one into Class A ordinary shares, and 500,000 rights were exchanged for 41,666 Class A ordinary shares. Following the Domestication, each Class A ordinary share converted one-for-one into a common share of successor ONE Nuclear Energy Inc.; the conversion did not alter security holders’ proportionate interests.
Hennessy Capital Investment Corp. VII (HVII) reports that HC VII Sponsor LLC converted 5,203,333 Class B ordinary shares into the same number of Class A ordinary shares on September 23, 2026. Following the domestication, each Class A share converted one-for-one into a common share of successor ONE Nuclear Energy Inc. The Sponsor also surrendered 500,000 rights, which converted into rights to one-twelfth of a successor share and were exchanged for 41,666 shares at closing. HC VII Sponsor LLC was the record holder and Hennessy Capital Group LLC its sole manager. Daniel J. Hennessy, the predecessor issuer’s Chairman and Chief Executive Officer, and Thomas D. Hennessy, its President, Chief Operating Officer and a director, were the group’s sole managing members; each disclaimed beneficial ownership of Sponsor securities in which he had no pecuniary interest.
Hennessy Capital Investment Corp. VII (HVII), identified as the predecessor issuer, had a reported conversion on September 23, 2026 involving 250,000 Class B ordinary shares and 250,000 Class A ordinary shares; 250,000 Class A ordinary shares were listed after the transaction. The merger terms describe one-for-one conversion from Class B to Class A, followed by conversion of Class A shares one-for-one into ONE Nuclear Energy Inc. successor shares. Nicholas Boris Geeza, identified as CFO of the predecessor issuer, had pecuniary interests through HC VII Sponsor LLC, but the footnote says he had no voting or dispositive control.
At Hennessy Capital Investment Corp. VII (HVII), 25,000 Class B ordinary shares were automatically converted one-for-one into Class A ordinary shares on September 23, 2026. Anna S. Brunelle is identified as Director of Predecessor Issuer, and the post-transaction record lists 25,000 Class A ordinary shares. A footnote says Brunelle had pecuniary interests through HC VII Sponsor LLC, without voting or dispositive control over those securities. After domestication, each Class A ordinary share converted one-for-one into common stock of successor ONE Nuclear Energy Inc.
Hennessy Capital Investment Corp. VII, later renamed ONE Nuclear Energy Inc., was the predecessor issuer in the business combination under which Brian Bonner, identified as a director of the predecessor issuer, reported conversion of 25,000 Class B ordinary shares into 25,000 Class A ordinary shares on September 23, 2026, automatically one-for-one. The Class A ordinary shares then converted automatically one-for-one into successor common stock in the domestication. The transaction table reports 25,000 Class A ordinary shares following the conversion.
Hennessy Capital Investment Corp. VII (HVII) had 25,000 Class B ordinary shares converted into 25,000 Class A ordinary shares on September 23, 2026. Under the merger agreement, the conversion was one-for-one; after domestication, each Class A ordinary share converted one-for-one into a common share of successor ONE Nuclear Energy Inc. The Class A transaction showed 25,000 shares held afterward. Allen Grant R, identified as Director of Predecessor Issuer, had a pecuniary interest in securities through HC VII Sponsor LLC; the filing states he did not have voting or dispositive control over the LLC. No Rule 10b5-1 plan is reported.
Hennessy Capital Investment Corp. VII (HVII) completed its business combination with ONE Nuclear Energy, LLC on September 23, 2026. HVII completed its domestication as a Delaware corporation, was renamed ONE Nuclear Energy Inc., and made ONE Nuclear a direct, wholly owned subsidiary. The new company’s common stock was expected to begin trading on Nasdaq on September 24, 2026, under ticker ONEN.
Hennessy VII redeemed 13,809,029 Class A ordinary shares at approximately $10.61 per share, paying approximately $146.5 million in total. After redemptions and prepayments under its forward purchase agreement, approximately $2.2 million remained in the trust account before expenses.
ONE Nuclear described its Louisiana portfolio as 5 GW of nuclear, natural-gas and battery-storage capacity in active development across three projects. Project Amberjack targets up to 1 GW of nuclear generation; Projects Cayman and Barracuda include 2.88 GW and 1.2 GW natural-gas plants, respectively, with battery-storage and data-center projects.
Hennessy Capital Investment Corp. VII (HVII) is identified as issuer for the Rights and Units covered by Nasdaq’s Form 25 notice of removal from listing and/or registration. Nasdaq states it complied with its exchange rules to strike the class from listing and/or withdraw registration; the notice also recites the issuer’s compliance with requirements governing voluntary withdrawal.
Hennessy Capital Investment Corp. VII (HVII) entered into a Forward Purchase Agreement with ONE Nuclear Energy LLC and New Circle Capital Solutions LP for a prepaid share forward transaction covering up to 5,000,000 Class A ordinary shares in connection with its pending business combination with ONE Nuclear.
Under the agreement, the Seller will buy the shares from third parties and receive a cash Prepayment Amount equal to the number of shares purchased multiplied by the per-share redemption price at closing of the business combination (the Initial Price). This amount is paid on the earlier of one business day after closing or when trust account assets are first disbursed for the deal. After closing, on any eligible trading day, the Seller may elect to terminate all or part of the transaction for a chosen number of shares, and New ONE Nuclear will receive cash equal to the Initial Price times those terminated shares.
The transaction matures 90 days after closing of the business combination (or later if mutually extended). At maturity, the Seller returns the remaining shares and retains an amount equal to the Initial Price multiplied by those shares. The Seller also agreed to waive redemption rights on all shares subject to the agreement. As of the close on September 18, 2026, the redemption price was approximately $10.60 per share, and shareholders had submitted redemption requests for 18,796,132 shares, with final redemption figures to be set at closing.