Hennessy Capital Investment Corp. VII filed a Form 8-K on August 10, 2026, disclosing that on August 7, 2026, it entered into a third omnibus amendment extending the outside date for its planned business combination with ONE Nuclear Energy LLC and increasing the maximum loan amount under a related promissory note.

Key Highlights

  • Deadline extended: The outside date for consummating the business combination was extended from August 15, 2026 to September 30, 2026.
  • Promissory note maturity extended: The maturity date of the promissory note issued by ONE Nuclear was also extended from August 15, 2026 to September 30, 2026.
  • Loan capacity increased: The maximum aggregate principal amount of loan advances under the promissory note was increased from $316,975.00 to $620,000.00.
  • Registration Statement effective: The SEC declared the Form S-4 Registration Statement effective on August 3, 2026.
  • Record date set: HVII shareholders as of July 31, 2026 are entitled to vote on the business combination.
  • Securities listed on Nasdaq: Class A ordinary shares (HVII), rights (HVIIR), and units (HVIIU) are registered on The Nasdaq Stock Market LLC.

Hennessy Capital VII and ONE Nuclear Amend Business Combination Terms

According to the filing, Hennessy Capital Investment Corp. VII (Nasdaq: HVII), Solis Merger Sub LLC, and ONE Nuclear Energy LLC originally entered into a business combination agreement on October 22, 2025, which was first amended on March 31, 2026. On August 7, 2026, the parties executed what the filing calls the "Third Omnibus Agreement," making further changes to both the business combination agreement and the associated promissory note.

The filing discloses that the promissory note was originally issued by ONE Nuclear to HVII on December 19, 2025, also as amended on March 31, 2026, to allow 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." The Third Omnibus Amendment increases that ceiling to $620,000.00 and pushes the note's maturity date to September 30, 2026, in line with the extended outside date for the business combination itself.

The filing further notes that HVII and ONE Nuclear, as co-registrant, have filed a registration statement on Form S-4 with the SEC, which includes a prospectus and proxy statement. The SEC declared that registration statement effective on August 3, 2026. The filing states that HVII has filed the definitive proxy statement and will be mailing copies to shareholders of record as of July 31, 2026. The filing notes it "does not contain all the information that should be considered concerning the Business Combination and is not a substitute for the Registration Statement" or proxy statement. The filing also contains forward-looking statements, which the company states "are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially."

What Was Disclosed

The filing reports an amendment extending the business combination outside date and promissory note maturity from August 15, 2026 to September 30, 2026, and increasing the promissory note's maximum principal from $316,975.00 to $620,000.00. The SEC declared the related Form S-4 effective on August 3, 2026.