Director Daniel J. Hennessy filed a Form 4 with the SEC on September 23, 2026, reporting changes in beneficial ownership of Class A ordinary shares in ONE Nuclear Energy Inc. following the company's initial business combination and related corporate restructuring.

Key Highlights

  • Issuer and ticker: ONE Nuclear Energy Inc., trading as ONEN, is the successor to Hennessy Capital Investment Corp. VII following a business combination closed on September 23, 2026.
  • Class B conversion: 5,203,333 Class B ordinary shares converted on a one-for-one basis into Class A ordinary shares on the transaction date, pursuant to the Merger Agreement dated October 22, 2025.
  • Rights conversion: 500,000 Successor Rights were surrendered at the rate of twelve rights per one share, resulting in 41,666 additional Class A ordinary shares acquired.
  • Resulting ownership: Following both transactions, the reporting person indirectly beneficially owned 5,744,999 Class A ordinary shares, held through HC VII Sponsor LLC.
  • Indirect ownership: HC VII Sponsor LLC is the record holder; Hennessy Capital Group LLC is its sole manager, with Daniel J. Hennessy and Thomas D. Hennessy as sole managing members.
  • Prior forfeiture noted: The Class B share amount was adjusted to reflect a forfeiture of 375,000 Class B ordinary shares on January 21, 2025, for no further consideration.

Business Combination Closes, Triggering Share and Rights Conversions for Sponsor Entity

According to the filing, the transactions reported stem from the closing of a business combination between the Predecessor Issuer, Hennessy Capital Investment Corp. VII, and ONE Nuclear Energy LLC on September 23, 2026. Under the Merger Agreement dated October 22, 2025, the Predecessor Issuer was renamed ONE Nuclear Energy Inc. and domesticated as a Delaware corporation from a Cayman Islands exempted company. ONE Nuclear Energy LLC became a direct wholly-owned subsidiary of the successor issuer following the closing.

The filing discloses two separate "M" (conversion) transactions on September 23, 2026. In the first, 5,203,333 Class B ordinary shares held indirectly through HC VII Sponsor LLC converted automatically on a one-for-one basis into Class A ordinary shares, bringing indirect beneficial ownership to 5,703,333 Class A ordinary shares. In the second transaction, 500,000 Successor Rights were surrendered, with every twelve rights exchanged for one Successor Share, yielding 41,666 additional Class A ordinary shares and bringing total indirect beneficial ownership to 5,744,999 Class A ordinary shares. Both transactions are reported at a price of $0 for the derivative securities.

The filing notes that Daniel J. Hennessy, identified as a director of the issuer, may be deemed a beneficial owner of securities held by HC VII Sponsor LLC due to his role as a sole managing member of Hennessy Capital Group LLC, the sponsor's sole manager. The filing also states that "Mr. Daniel Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest." All reported securities are held indirectly. The filing further states that the conversion of Class A ordinary shares into successor shares in connection with the domestication "did not alter the proportionate interests of the security holders" and is exempt from Section 16 of the Securities Exchange Act of 1934.

What Was Disclosed

The Form 4 filed by Daniel J. Hennessy on September 23, 2026, reports two conversion transactions in ONE Nuclear Energy Inc. (ONEN) resulting in indirect beneficial ownership of 5,744,999 Class A ordinary shares, held through HC VII Sponsor LLC, following the company's business combination closing.