Grant R. Allen filed a Form 4 with the SEC on September 23, 2026, disclosing changes in beneficial ownership of ONE Nuclear Energy Inc. (NASDAQ:ONEN) shares resulting from a business combination and corporate domestication transaction.

Key Highlights

  • Reporting person: Grant R. Allen, identified as "Director of Predecessor Issuer," filed as one reporting person.
  • Transaction date: September 23, 2026, the closing date of the business combination.
  • Conversion: 25,000 Class B ordinary shares were converted on a one-for-one basis into 25,000 Class A ordinary shares via the Sponsor Share Conversion.
  • Domestication step: The 25,000 Class A ordinary shares subsequently converted, one-for-one, into common stock of ONE Nuclear Energy Inc. upon domestication as a Delaware corporation.
  • Price: The derivative security (Class B ordinary shares) carried a listed price of $0 upon conversion.
  • Indirect interest: Allen also holds pecuniary interests through a membership interest in HC VII Sponsor LLC, over which he does not have voting or dispositive control, according to the filing.

Business Combination Closes, Triggering Share Conversions for Allen

According to the filing, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company, was renamed "ONE Nuclear Energy Inc." upon the closing of a business combination agreement dated October 22, 2025. At closing, ONE Nuclear Energy LLC, a Delaware limited liability company, became a direct wholly-owned subsidiary of the renamed successor issuer.

The filing describes a two-step conversion sequence affecting Allen's shares. First, pursuant to the Merger Agreement, each then-issued and outstanding Class B ordinary share of the predecessor issuer converted automatically, on a one-for-one basis, into one Class A ordinary share of the predecessor issuer. This is recorded as transaction code "M" in Table II of the filing, with 25,000 Class B ordinary shares disposed of and 25,000 Class A ordinary shares acquired.

Immediately following the Sponsor Share Conversion, the predecessor issuer domesticated as a Delaware corporation. The filing states that "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 Form 4 was signed by Nicholas Geeza as attorney-in-fact for Grant Allen on September 23, 2026.

What Was Disclosed

The filing reported the conversion of 25,000 Class B ordinary shares into Class A ordinary shares, and then into successor common stock, as part of ONE Nuclear Energy Inc.'s closing of its initial business combination and domestication as a Delaware corporation on September 23, 2026.