Current Report · Items 7.01, 8.01, 9.01 · 8-K
ONE Nuclear Energy Inc.
Regulation FD Disclosure · Other Events
Item Regulation 7.01 FD Disclosure. On September 23, 2026, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company (“HVII”), and ONE Nuclear Energy, LLC, a Delaware limited liability company (“ONE Nuclear”), issued a press release announcing the closing of the business combination contemplated by the Business Combination Agreement, dated as of October 22, 2025, as amended by that…
Filed Sep 23, 2026Accepted Sep 23, 2026, 4:30 PM EDTCIK 1846416Accession 0001493152-26-043936
Company context
ONE Nuclear develops advanced nuclear and large-scale energy infrastructure designed to deliver reliable power, strengthen energy security and enable American industrial growth. The company advances projects through disciplined site control, siting and constraints analysis, regulatory planning, engineering coordination and project development. For more information, please visit www.onenuclearenergy.com.
Current securities
Disclosure sections
Items 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item Regulation
7.01 FD Disclosure.
On
September 23, 2026, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company (“HVII”), and ONE Nuclear Energy,
LLC, a Delaware limited liability company (“ONE Nuclear”), issued a press release announcing the closing of the business
combination contemplated by the 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, by and among HVII, Solis Merger Sub LLC, a Delaware limited liability company, and ONE Nuclear (the
“Business Combination”), pursuant to which HVII was renamed “ONE Nuclear Energy Inc.” (HVII, as renamed, “New
ONE Nuclear”), and the listing of the common stock of New ONE Nuclear, par value $0.0001 per share (“New One Nuclear Common
Stock”), on The Nasdaq Stock Market LLC (“Nasdaq”).
New
One Nuclear Common Stock is expected to commence trading on Nasdaq on September 24, 2026 under the ticker symbol “ONEN.”
On
September 23, 2026, Richard Taylor, Chief Executive Officer of New ONE Nuclear, presented at the Nuclear Innovation Summit investor conference.
A copy of Mr. Taylor’s presentation used in connection with the Nuclear Innovation Summit is furnished as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated herein by reference.
The
information contained under this Item 7.01 in this Report, including Exhibits 99.1 and 99.2 hereto, are being furnished and shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of
the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference
in such filing.
Item 8.01Item 8.01 - Other Events
Item Other
8.01 Items.
In
connection with the closing of the Business Combination, holders of 13,809,029 Class A ordinary shares sold in HVII’s initial
public offering properly exercised their right to have their shares redeemed for a pro rata portion of the trust account holding the
proceeds from HVII’s initial public offering. On September 23, 2026, prior to the HVII’s domestication as a Delaware corporation
pursuant to the Business Combination, HVII redeemed 13,809,029 Class A ordinary shares for approximately $10.61 per share and
an aggregate redemption payment of approximately $146.5 million. As a result, on September 23, 2026, after giving effect to redemptions
and prepayments under HVII’s previously disclosed forward purchase agreement and before paying expenses, there was approximately
$2.2 million remaining in HVII’s trust account.
Filed exhibits (2)
EX-99.1 (by filename) ex99-1.htmExhibit 99.1
ONE Nuclear Energy LLC and Hennessy Capital Investment
Corp. VII Announce Closing of Business Combination
ONE Nuclear Energy Inc. Expected to Trade Under
Ticker “ONEN” on Nasdaq on or About September 24, 2026
Transaction positions ONE Nuclear to advance its nuclear and large-scale energy infrastructure development platform
Combined Platform Launches with 5 GW of Nuclear,
Natural Gas and Battery Storage Capacity in Active Development
West Palm Beach, Florida, and Zephyr Cove, Nevada,
September 23, 2026 (BUSINESS WIRE) - ONE Nuclear Energy LLC (“ONE Nuclear”), an independent developer of large-scale
energy solutions powered by natural gas and advanced nuclear technologies, and Hennessy Capital Investment Corp. VII (“Hennessy
VII”), a special purpose acquisition company, today announced the closing of their previously announced business combination (the
“Business Combination”). The Business Combination was approved by Hennessy VII shareholders at an extraordinary general meeting
held on August 24, 2026. In connection with the closing, Hennessy VII completed its previously disclosed domestication as a Delaware corporation
and ONE Nuclear became a direct, wholly-owned …
Open exhibit ↗EX-99.2 (by filename) ex99-2.htmExhibit 99.2
Open exhibit ↗