ONEN 8-K
ONE Nuclear Energy Inc. (ONEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation 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 8.01 | Other 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release, dated September 23, 2026. | |
| 99.2 | Investor Presentation, dated September 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 23, 2026 | /s/ Richard Taylor | ||
| Name: | Richard Taylor | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
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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 subsidiary of Hennessy VII. Effective immediately following the consummation of the Business Combination, the combined company was renamed “ONE Nuclear Energy Inc.” Shares of ONE Nuclear Energy Inc.’s common stock are expected to commence trading on the Nasdaq Global Market under the ticker symbol “ONEN” on or about September 24, 2026.
“Today is an important milestone in ONE Nuclear’s journey. As a public company, we are well positioned to accelerate the development of our integrated natural gas and advanced nuclear platform and help meet the surging demand for reliable, baseload power,” said Richard Taylor, Co-Founder, Chairman and Chief Executive Officer of ONE Nuclear. “Going public gives us the capital access and visibility to move the Louisiana Portfolio forward at the pace the market demands, including meeting the fast-growing power needs of AI and data center customers. We are grateful to our shareholders and partners for their support as we build the energy infrastructure America needs.”
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ONE Nuclear’s 5 GW Louisiana Portfolio consists of three energy projects
ONE Nuclear’s multi-technology strategy pairs fast-to-market natural gas generation with advanced nuclear small modular reactor (“SMR”) technologies to deliver reliable, baseload power at scale. ONE Nuclear is advancing a pipeline of utility-scale projects designed around the needs of specific customers, grids and communities. ONE Nuclear’s Louisiana Portfolio includes Project Amberjack, a standalone, scalable, multi-unit SMR campus targeting up to 1 GW of advanced nuclear generation capacity, Project Cayman, a separate 2.88 GW natural gas plant and a 700 MW, 2.88 GWh Battery Energy Storage System project with a co-located high-capacity data center campus, and Project Barracuda, a 1.2 GW natural-gas plant with a 300 MW / 1,200 MWh BESS and a co-located 1 GW data center. To support its development program, ONE Nuclear works with a range of leading technology providers across the natural gas and advanced nuclear sectors and is supported by a management team and advisory board with deep energy, nuclear, regulatory and governmental experience.
Daniel J. Hennessy, the Chairman & Chief Executive Officer of Hennessy VII said, “We are excited to see the Business Combination successfully completed and congratulate the ONE Nuclear Energy team on this milestone. Becoming a publicly listed company positions ONE Nuclear to complete its growth plans, address the country’s growing need for reliable, large-scale power and create significant and sustained value for all stakeholders.”
B. Riley Securities, Inc. served as financial advisor, Rose & Ward PLLC and Nelson Mullins Riley & Scarborough, LLP served as legal advisors, and ICR, Inc. served as strategic communications advisor to ONE Nuclear. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC served as exclusive financial advisor and lead capital markets advisor, Sidley Austin LLP served as U.S. legal advisor and Appleby (Cayman) Ltd. served as Cayman Islands legal advisor to Hennessy VII.
About ONE Nuclear
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.
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About Hennessy VII
Hennessy VII is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities, with a focus on identifying and acquiring companies in the industrial technology and energy transition sectors. For additional information, please visit www.hennessycapital7.com.
Forward-Looking Statements
This press release contains forward-looking statements, including but not limited to statements regarding ONE Nuclear’s and Hennessy VII’s expectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts contained in this press release 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,” “position,” “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, the anticipated benefits from the consummation of the Business Combination, 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 press release and are based on ONE Nuclear’s and Hennessy VII’s current beliefs and assumptions. ONE Nuclear and Hennessy VII 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) market risks; (2) the effect of the announcement and the consummation of the Business Combination on ONE Nuclear’s business relationships, performance, and business generally; (3) failure to realize anticipated benefits from the Business Combination; (4) the outcome of any legal proceedings that may be instituted against ONE Nuclear or Hennessy VII related to the Business Combination; (5) 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; (6) competition in ONE Nuclear’s industry; (7) transaction-related costs; (8) the risk that changes in laws or regulations adversely affect ONE Nuclear’s business plans and operations; (9) adverse economic or competitive conditions; (10) 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; (11) 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 (12) other risks and uncertainties described in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the 424(b) final prospectus filed by Hennessy VII (n/k/a ONE Nuclear Energy Inc.) with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2026, and in those documents that Hennessy VII (n/k/a ONE Nuclear Energy Inc.) has filed, or will file, with the SEC. The foregoing list is not exhaustive, and there may be additional risks that neither Hennessy VII nor ONE Nuclear presently knows or that Hennessy VII and ONE Nuclear currently believe are immaterial. ONE Nuclear and Hennessy VII 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.
Contacts
For Investors:
Caldwell Bailey – ICR, Inc.
For Media:
Matt Dallas – ICR, Inc.
Exhibit 99.2
