HC VII Sponsor LLC and Hennessy Capital Group LLC filed a joint Form 4 with the SEC on September 23, 2026, disclosing changes in beneficial ownership of Class A ordinary shares in ONE Nuclear Energy Inc. (NASDAQ:ONEN) resulting from the closing of a business combination with ONE Nuclear Energy LLC.

Key Highlights

  • Business combination closed: ONE Nuclear Energy Inc. consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company, pursuant to a Merger Agreement dated October 22, 2025.
  • Class B conversion: 5,203,333 Class B ordinary shares held by HC VII Sponsor LLC were converted on a one-for-one basis into Class A ordinary shares on September 23, 2026.
  • Rights conversion: 500,000 Successor Rights were surrendered, with every 12 rights exchanged for one Successor Share, resulting in 41,666 additional Class A ordinary shares acquired.
  • Resulting ownership: Following both transactions, HC VII Sponsor LLC beneficially owned 5,744,999 Class A ordinary shares indirectly.
  • Predecessor share forfeiture: The Class B share count was adjusted to reflect a forfeiture of 375,000 Class B ordinary shares for no consideration on January 21, 2025, upon expiration of the underwriters' over-allotment option.
  • Control structure: Hennessy Capital Group LLC is the sole manager of HC VII Sponsor LLC; Daniel J. Hennessy and Thomas D. Hennessy are the sole managing members of Hennessy Capital Group LLC, each with shared voting and dispositive control over the reported securities.

Business Combination Closes, Triggering Share Conversions for HC VII Sponsor LLC

According to the filing, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company, was renamed "ONE Nuclear Energy Inc." and domesticated as a Delaware corporation at the closing of its business combination with ONE Nuclear Energy LLC. ONE Nuclear Energy LLC became a direct wholly-owned subsidiary of the successor issuer. The two reporting persons, HC VII Sponsor LLC and Hennessy Capital Group LLC, both located at 195 US HWY 50, Suite 207, Zephyr Cove, Nevada 89448, filed the Form 4 jointly.

The filing reports two transaction-code-M events on September 23, 2026. First, 5,203,333 Class B ordinary shares were converted automatically on a one-for-one basis into Class A ordinary shares prior to the domestication, bringing HC VII Sponsor LLC's Class A beneficial ownership to 5,703,333 shares. Second, 500,000 rights to receive Class A ordinary shares were surrendered, with each group of twelve rights exchanged for one share, yielding 41,666 additional Class A shares and raising total indirect beneficial ownership to 5,744,999 shares. Both positions are held indirectly by HC VII Sponsor LLC as the record holder.

The filing notes 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 described as exempt from Section 16 of the Securities Exchange Act of 1934. Similarly, the conversion of predecessor rights into successor rights is stated to be exempt from Section 16 on the same basis. The earlier forfeiture of 375,000 Class B ordinary shares on January 21, 2025 is described as exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d). Each of Daniel J. Hennessy and Thomas D. Hennessy disclaims beneficial ownership over any securities held by HC VII Sponsor LLC in which he does not have any pecuniary interest, according to the filing.

What Was Disclosed

The filing discloses that HC VII Sponsor LLC and Hennessy Capital Group LLC reported conversion of 5,203,333 Class B ordinary shares and 500,000 rights into Class A ordinary shares of ONE Nuclear Energy Inc. on September 23, 2026, resulting in indirect beneficial ownership of 5,744,999 Class A shares.