ONEN · ONE Nuclear Energy Inc. · Insider Trading
Substantial doubt about the company's ability to continue as a going concern.
“Management has determined that the liquidity condition and mandatory liquidation, should an Initial Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about HVII's ability to continue as a going concern.”View the 10-Q filed Aug 12, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-09-23 | HC VII Sponsor LLC |
10% Owner |
Convert↑
Filing footnotes — Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing. HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class A ordinary shares
(I)
|
41,666 |
| 2026-09-23 | Mathis Poonam Sharma |
Director |
Convert↓
Filing footnotes — Class B ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through her membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. |
Class B ordinary shares
|
30,000 |
| 2026-09-23 | Hennessy Thomas D |
Director, President, 10% Owner |
Convert↓
Filing footnotes — Class B ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). Amount has been adjusted to reflect the forfeiture of 375,000 Class B Ordinary Shares for no further consideration on January 21, 2025, upon the expiration of the underwriters' over-allotment option, which was partially exercised in connection with the Predecessor Issuer's initial public offering. Such forfeiture was exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Exchange Act. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class B ordinary shares
(I)
|
5,203,333 |
| 2026-09-23 | Saade Javier |
Director |
Convert↑
Filing footnotes — Class A ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. |
Class A ordinary shares
|
25,000 |
| 2026-09-23 | Allen Grant R |
Director |
Convert↓
Filing footnotes — Class B ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. |
Class B ordinary shares
|
25,000 |
| 2026-09-23 | HENNESSY DANIEL J |
Director, Chairman and CEO, 10% Owner |
Convert↓
Filing footnotes — Class B ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). Amount has been adjusted to reflect the forfeiture of 375,000 Class B Ordinary Shares for no further consideration on January 21, 2025, upon the expiration of the underwriters' over-allotment option, which was partially exercised in connection with the Predecessor Issuer's initial public offering. Such forfeiture was exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Exchange Act. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Daniel Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class B ordinary shares
(I)
|
5,203,333 |
| 2026-09-23 | Hennessy Thomas D |
Director, President, 10% Owner |
Convert↑
Filing footnotes — Class A ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). |
Class A ordinary shares
|
750,000 |
| 2026-09-23 | Brunelle Anna |
Director |
Convert↓
Filing footnotes — Class B ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through her membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. |
Class B ordinary shares
|
25,000 |
| 2026-09-23 | Hennessy Thomas D |
Director, President, 10% Owner |
Convert↓
Filing footnotes — Class B ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
Class B ordinary shares
|
750,000 |
| 2026-09-23 | Geeza Nicholas Boris |
EVP, CFO and Secretary |
Convert↑
Filing footnotes — Class A ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. |
Class A ordinary shares
|
250,000 |
| 2026-09-23 | Hennessy Thomas D |
Director, President, 10% Owner |
Convert↓
Filing footnotes — Rights to receive Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, in connection with, and after giving effect to, the Domestication, each then issued and outstanding right (each, a "Predecessor Right") that were automatically convertible into one-twelfth (1/12) of one Class A Ordinary Share upon consummation of the Predecessor's initial business combination converted automatically into a right to acquire one-twelfth (1/12) of one Successor Share (each, a "Successor Right"). The conversion of Predecessor Rights into Successor Rights did not alter the proportionate interests of the rights holders, and accordingly the conversion is exempt from Section 16 of the Exchange Act. Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Rights to receive Class A ordinary shares
(I)
|
500,000 |
| 2026-09-23 | Hennessy Thomas D |
Director, President, 10% Owner |
Convert↑
Filing footnotes — Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing. HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class A ordinary shares
(I)
|
41,666 |
| 2026-09-23 | Saade Javier |
Director |
Convert↓
Filing footnotes — Class B ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. |
Class B ordinary shares
|
25,000 |
| 2026-09-23 | HC VII Sponsor LLC |
10% Owner |
Convert↑
Filing footnotes — Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class A ordinary shares
(I)
|
5,203,333 |
| 2026-09-23 | HENNESSY DANIEL J |
Director, Chairman and CEO, 10% Owner |
Convert↓
Filing footnotes — Rights to receive Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, in connection with, and after giving effect to, the Domestication, each then issued and outstanding right (each, a "Predecessor Right") that were automatically convertible into one-twelfth (1/12) of one Class A Ordinary Share upon consummation of the Predecessor's initial business combination converted automatically into a right to acquire one-twelfth (1/12) of one Successor Share (each, a "Successor Right"). The conversion of Predecessor Rights into Successor Rights did not alter the proportionate interests of the rights holders, and accordingly the conversion is exempt from Section 16 of the Exchange Act. Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Daniel Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Rights to receive Class A ordinary shares
(I)
|
500,000 |
| 2026-09-23 | Allen Grant R |
Director |
Convert↑
Filing footnotes — Class A ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. |
Class A ordinary shares
|
25,000 |
| 2026-09-23 | HC VII Sponsor LLC |
10% Owner |
Convert↓
Filing footnotes — Class B ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). Amount has been adjusted to reflect the forfeiture of 375,000 Class B Ordinary Shares for no further consideration on January 21, 2025, upon the expiration of the underwriters' over-allotment option, which was partially exercised in connection with the Predecessor Issuer's initial public offering. Such forfeiture was exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Exchange Act. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class B ordinary shares
(I)
|
5,203,333 |
| 2026-09-23 | Mathis Poonam Sharma |
Director |
Convert↑
Filing footnotes — Class A ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through her membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. |
Class A ordinary shares
|
30,000 |
| 2026-09-23 | HENNESSY DANIEL J |
Director, Chairman and CEO, 10% Owner |
Convert↑
Filing footnotes — Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Daniel Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class A ordinary shares
(I)
|
5,203,333 |
| 2026-09-23 | HC VII Sponsor LLC |
10% Owner |
Convert↓
Filing footnotes — Rights to receive Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, in connection with, and after giving effect to, the Domestication, each then issued and outstanding right (each, a "Predecessor Right") that were automatically convertible into one-twelfth (1/12) of one Class A Ordinary Share upon consummation of the Predecessor's initial business combination converted automatically into a right to acquire one-twelfth (1/12) of one Successor Share (each, a "Successor Right"). The conversion of Predecessor Rights into Successor Rights did not alter the proportionate interests of the rights holders, and accordingly the conversion is exempt from Section 16 of the Exchange Act. Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Rights to receive Class A ordinary shares
(I)
|
500,000 |
| 2026-09-23 | Bonner Brian |
Director |
Convert↑
Filing footnotes — Class A ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. |
Class A ordinary shares
|
25,000 |
| 2026-09-23 | Geeza Nicholas Boris |
EVP, CFO and Secretary |
Convert↓
Filing footnotes — Class B ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. |
Class B ordinary shares
|
250,000 |
| 2026-09-23 | Brunelle Anna |
Director |
Convert↑
Filing footnotes — Class A ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through her membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. |
Class A ordinary shares
|
25,000 |
| 2026-09-23 | HENNESSY DANIEL J |
Director, Chairman and CEO, 10% Owner |
Convert↑
Filing footnotes — Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing. HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Daniel Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class A ordinary shares
(I)
|
41,666 |
| 2026-09-23 | Hennessy Thomas D |
Director, President, 10% Owner |
Convert↑
Filing footnotes — Class A ordinary shares (Indirect)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest. |
Class A ordinary shares
(I)
|
5,203,333 |
| 2026-09-23 | Bonner Brian |
Director |
Convert↓
Filing footnotes — Class B ordinary shares (Direct)
Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer. Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") 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 the Predecessor Issuer (each a "Class A Ordinary Share"). The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control. Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended. |
Class B ordinary shares
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25,000 |