Key Highlights

● ONE Nuclear's members received 94,253,842 common shares, plus up to 13.0 million earnout shares at three price thresholds.

● Holders of 13,809,029 HVII public shares redeemed for $146.5 million, leaving approximately $1.7 million in the trust account.

● It entered a B. Riley committed equity facility and owes 65 percent of net proceeds toward an $8.0 million fee.

● Exhibit 99.1 shows cash of $2,588 at June 30, 2026 and a going concern note citing a $2.7 million deficit.

ONE Nuclear Energy Inc. (NASDAQ:ONEN) told the SEC in an 8-K filed on September 29, 2026 that the business combination between Hennessy Capital Investment Corp. VII, known as HVII, and ONE Nuclear Energy LLC closed on September 23, 2026. The combined company, renamed ONE Nuclear Energy Inc., began trading on the Nasdaq Capital Market under the symbol ONEN on September 24, 2026. Because it is the first report after closing, the 8-K covers many items at once, including the merger, redemptions, governance and the end of shell company status.

The Merger and Share Issuance

HVII, a Cayman Islands exempted company, completed a domestication and then merged with ONE Nuclear Energy LLC through Solis Merger Sub LLC. ONE Nuclear's members received 94,253,842 shares of common stock, a number calculated by dividing $1.00 billion by $10.609647, the redemption price per HVII public share. Members may also receive up to 13.0 million additional shares as an earnout, released in equal thirds if the stock reaches $12.50, $15.00 and $17.50 per share.

Holders of 13,809,029 HVII public shares exercised redemption rights at about $10.61 per share, or $146.5 million in total. The filing also says New Circle Capital Solutions LP purchased 4,987,103 previously redeemed shares on September 22, 2026, reversing those redemption requests. After redemptions, 5,190,971 public shares remained and approximately $1.7 million was left in the trust account. Following all transactions, the company reports 108,258,979 shares of common stock outstanding as of the closing date.

There was no traditional PIPE. The company instead entered a committed equity facility with B. Riley and must pay 65 percent of the net proceeds from that facility toward an $8.0 million cash fee. B. Riley's compensation also includes $4.0 million payable in common stock.

The Business and Its Financial Position

The 8-K refers readers to the proxy statement/prospectus for the business description. Exhibit 99.1 contains ONE Nuclear Energy LLC's unaudited financial statements for the period ended June 30, 2026 and describes it as a development-stage independent power producer that plans to develop, own and operate behind-the-meter microgrids and energy parks. The statements say it combines "high-efficiency natural gas generation with the long-term decarbonization and baseload potential of advanced Small Modular Reactors (SMRs)" to serve customers such as data centers and industrial users.

Those statements show cash of $2,588 at June 30, 2026, total liabilities of about $2.74 million and a six-month net loss of about $1.80 million. They also include a note in which management determined that "substantial doubt about the Company's ability to continue as a going concern" exists, citing liquidity constraints and a working capital deficit of $2.7 million. These are pre-closing figures for the LLC and do not reflect the effect of the merger.

Governance, Ownership and Lock-Ups

The seven-member board includes Richard Taylor, Chief Executive Officer and Chairman; Robert Carilli, Chief Strategy Officer; Kevin Dowd, Chief Operating Officer; Daniel J. Hennessy; Elizabeth Williams; Kyle Crowley; and Darryl Willis. Ann Anthony was appointed Chief Financial Officer effective September 23, 2026, with a base salary of $425,000 and a bonus opportunity of up to 100 percent of base salary.

Messrs. Carilli, Dowd and Taylor each hold about 30.2 million shares, or 27.9 percent, and HVII's sponsor, HC VII Sponsor LLC, holds 5,744,999 shares, or 5.3 percent. The filing states that all officers and directors as a group hold 96,458,553 shares, or 89.1 percent.

Certain holders, including the sponsor and ONE Nuclear members, agreed to a lock-up ending on the earliest of six months after closing or a date on which the reported last sale price equals or exceeds $11.00 per share for any 20 trading days within a 30-consecutive-trading-day period. An amended registration rights agreement requires a resale registration statement within 30 days after closing. The company also ceased to be a shell company.

ONE Nuclear's 30-Day Resale Filing Deadline

The registration statement is due within 30 days of the September 23 closing, and the earliest lock-up end date is six months after closing. Earnout shares depend on the $12.50, $15.00 and $17.50 price levels.