ONEN 8-K
ONE Nuclear Energy Inc. (ONEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| upon the consummation of a business combination | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, (i) on October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (“HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”), entered into a business combination agreement (as amended on March 31, 2026, the “Business Combination Agreement”), pursuant to which the parties thereto will enter into a business combination transaction (the “Business Combination”), and (ii) on December 19, 2025, ONE Nuclear issued a promissory note (as amended on March 31, 2026, the “Promissory Note”) to HVII for loan advances up to an aggregate principal amount of $300,000, solely to pay expenses incurred in connection with third-party legal, accounting, and audit services.
On August 7, 2026, HVII, Merger Sub and ONE Nuclear entered into an amendment to the Business Combination Agreement and Promissory Note (the “Third Omnibus Agreement”). The Third Omnibus Amendment (a) extends (i) the outside date for consummating the Business Combination from August 15, 2026 to September 30, 2026, and (ii) the maturity date of the Promissory Note from August 15, 2026 to September 30, 2026 and (b) increases the maximum aggregate principal amount of loan advances under the Promissory Note from $316,975.00 to $620,000.00.
The foregoing description of the Third Omnibus Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
************
Important Information for Investors and Stockholders
In connection with the Business Combination, HVII and ONE Nuclear, as co-registrant, have filed with the SEC a registration statement on Form S-4 (the “Registration Statement”), which includes a prospectus with respect to the securities to be issued in connection with the Business Combination and a proxy statement to be distributed to holders of HVII’s ordinary shares in connection with HVII’s solicitation of proxies for the vote by HVII’s shareholders with respect to the Business Combination and other matters described in the Registration Statement (the “Proxy Statement”). The SEC declared the Registration Statement effective on August 3, 2026. HVII has filed the definitive Proxy Statement with the SEC and will be mailing copies to HVII’s shareholders as of July 31, 2026, the record date to vote on the Business Combination.
This Current Report does not contain all the information that should be considered concerning the Business Combination and is not a substitute for the Registration Statement, the Proxy Statement or for any other document that HVII filed or may file with the SEC. Before making any investment or voting decision, investors and security holders of HVII and ONE Nuclear are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information about ONE Nuclear, HVII and the Business Combination.
| 2 |
Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by HVII through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by HVII may be obtained free of charge from HVII’s website at https://www.hennessycapital7.com or by directing an email request to [email protected]. The information contained on, or that may be accessed through, the websites referenced in this Current Report is not incorporated by reference into, and is not a part of, this Current Report.
Participants in the Solicitation
HVII, ONE Nuclear and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitations of proxies from HVII’s shareholders in connection with the Business Combination. For more information about the names, affiliations and interests of HVII’s directors and executive officers, please refer to HVII’s Annual Report on Form 10-K filed with the SEC on March 6, 2026, and the Registration Statement, the Proxy Statement and other relevant materials filed with the SEC in connection with the Business Combination from time to time. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of HVII’s shareholders generally, are included in the Registration Statement and the Proxy Statement. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Forward-Looking Statements
This Current Report contains forward-looking statements, including but not limited to statements regarding ONE Nuclear’s and HVII’s expectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts contained in this Current Report are forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words, and the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, ONE Nuclear’s management team’s expectations concerning the outlook for its business, productivity, plans, growth and capital investments, operational and cost performance, revenue generation, development timelines, potential generation capacities of specific sites, regulatory outlook, future market conditions, success of strategic relationships, developments in the capital and credit markets, expected future financial performance, as well as demand for nuclear energy and the economic outlook for the nuclear energy industry.
Forward-looking statements speak only as of the date of this Current Report and are based on ONE Nuclear’s and HVII’s current beliefs and assumptions. ONE Nuclear and HVII undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Actual results may differ materially due to various risks and uncertainties, including but not limited to: (1) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of HVII’s securities; (2) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the shareholders of HVII and the receipt of certain regulatory approvals; (3) market risks; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (5) changes in transaction structure of the Business Combination due to regulatory or legal requirements; (6) the ability to meet listing standards; (7) the effect of the announcement or pendency of the Business Combination on ONE Nuclear’s business relationships, performance, and business generally; (8) failure to realize anticipated benefits from the Business Combination; (9) the outcome of any legal proceedings that may be instituted against ONE Nuclear or HVII related to the Business Combination or the Business Combination Agreement; (10) ONE Nuclear’s ability to execute on its business plan and to develop and maintain key strategic relationships and enter into definitive agreements in connection therewith; (11) competition in ONE Nuclear’s industry; (12) transaction-related costs; (13) the risk that changes in laws or regulations adversely affect ONE Nuclear’s business plans and operations; (14) adverse economic or competitive conditions; (15) the level of redemptions by HVII shareholders in connection with the Business Combination; (16) the risk that ONE Nuclear may not be able to successfully develop its exclusive sites or other sites and the commercial viability of any such site; (17) the risk that ONE Nuclear will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (18) other risks and uncertainties described in HVII’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026, and other filings with the SEC, including the Registration Statement, the Proxy Statement and other relevant materials filed with the SEC in connection with the Business Combination from time to time. The foregoing list is not exhaustive, and there may be additional risks that neither HVII nor ONE Nuclear presently know or that HVII and ONE Nuclear currently believe are immaterial. ONE Nuclear and HVII caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made.
| 3 |
No Offer or Solicitation
This Current Report shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act. This Current Report shall not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | |
| 2.1 | 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. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 4 |
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.
| HENNESSY CAPITAL INVESTMENT CORP. VII | ||
| By: | /s/ Nicholas Geeza | |
| Name: | Nicholas Geeza | |
| Title: | Chief Financial Officer | |
Dated: August 7, 2026
| 5 |
Exhibit 2.1
OMNIBUS amendMENT No. 3
to THE
BUSINESS COMBINATION AGREEMENT AND PROMISSORY NOTE
______________
This OMNIBUS AMENDMENT NO. 3 (this “Amendment”), dated as of August 7, 2026, to: (i) the Business Combination Agreement, dated as of October 22, 2025 (as amended, the “Business Combination Agreement”) and (ii) the Promissory Note, dated as of December 19, 2025 (as amended, the “Promissory Note”), is by and among Hennessy Capital Investment Corp. VII (“Purchaser”), Solis Merger Sub LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Purchaser (“Merger Sub”) and ONE Nuclear Energy, LLC, a Delaware limited liability company (the “Company”).
WHEREAS, the parties hereto entered into that certain Omnibus Amendment No. 1, dated as of March 31, 2026, amending (i) the Outside Date (as defined therein) of the Business Combination Agreement and (ii) the Maturity Date (as defined therein), in part, of the Promissory Note;
WHEREAS, the parties hereto entered into that certain Omnibus Amendment No. 2, dated as of June 1, 2026, amending (i) the Outside Date (as defined therein) of the Business Combination Agreement and (ii) the Maturity Date (as defined therein), in part, of the Promissory Note;
WHEREAS, Section 9.10 of the Business Combination Agreement permits the amendment of the Business Combination Agreement in accordance with the terms set forth therein;
WHEREAS, Section 12 of the Promissory Note permits the amendment of the Promissory Note in accordance with the terms set forth therein; and
WHEREAS, the parties hereto desire to further amend both (i) the Business Combination Agreement and (ii) the Promissory Note, each as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT
1. Amendment of Section 8.01(d). Section 8.01(d) of the Business Combination Agreement is hereby amended by deleting the text “August 15, 2026” and replacing it with “September 30, 2026”.
| 1 |
ARTICLE II
AMENDMENT TO THE PROMISSORY NOTE
1. Amendment of Section 3(a). Section 3(a) of the Promissory Note is hereby amended by deleting the text “August 15, 2026” and replacing it with “September 30, 2026”.
2. Amendment of Section 1(a). Section 1(a) of the Promissory Note is hereby amended by deleting the text “316,975.00” and replacing it with “620,000.00”.
ARTICLE III
MISCELLANEOUS
1. No Further Amendment. Except as expressly amended hereby, both (i) the Business Combination Agreement and (ii) the Promissory Note are in all respects ratified and confirmed and all the respective terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of either (i) the Business Combination Agreement or (ii) the Promissory Note, or any of the respective documents referred to therein.
2. Effect of Amendment. This Amendment shall form a part of both (i) the Business Combination Agreement and (ii) the Promissory Note for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Business Combination Agreement shall be deemed a reference to the Business Combination Agreement as amended hereby and any reference to the Promissory Note shall be deemed a reference to the Promissory Note as amended hereby. Notwithstanding the foregoing, (i) references to the date of the Business Combination Agreement, “the date hereof” and “the date of this Agreement” shall in all instances continue to refer to October 22, 2025, and (ii) references to the date of the Promissory Note and “the date hereof” shall in all instances continue to refer to December 19, 2025.
3. Governing Law. This Amendment, and any claim or cause of action hereunder based upon, arising out of or related to this Amendment (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Amendment, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws that would otherwise require the application of the law of any other state.
4. Consent to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS OF THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AMENDMENT.
5. Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment shall remain in full force and effect. The parties hereto further agree that if any provision contained in this Amendment is, to any extent, held invalid or unenforceable in any respect under the laws governing this Amendment, they shall take any actions necessary to render the remaining provisions of this Amendment valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this Amendment to replace any provision contained in this Amendment that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties hereto.
6. Counterparts; Electronic Signatures. This Amendment may be executed in two or more counterparts, and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together shall constitute one and the same instrument. Copies of executed counterparts of this Amendment transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered irrevocable originally executed counterparts of this Amendment.
[Signature Page Follows.]
| 2 |
IN WITNESS WHEREOF the parties hereto have hereunto caused this Amendment to be duly executed as of the date first above written.
| HENNESSY CAPITAL INVESTMENT CORP. VII | ||
| By: | /s/ Daniel J. Hennessy | |
| Name: | Daniel J. Hennessy | |
| Title: | Chief Executive Officer | |
| ONE NUCLEAR ENERGY, LLC | ||
| By: | /s/ Richard Taylor | |
| Name: | Richard Taylor | |
| Title: | Chairman, Chief Executive Officer | |
| SOLIS MERGER SUB LLC | ||
| By: | /s/ Daniel J. Hennessy | |
| Name: | Daniel J. Hennessy | |
| Title: | Chief Executive Officer | |
[Signature Page to Omnibus Amendment No. 3]
| 3 |