Nicholas Boris Geeza, identified in the filing as CFO of the Predecessor Issuer, filed a Form 4 on September 23, 2026, reporting share conversion transactions tied to the closing of ONE Nuclear Energy Inc.'s initial business combination on that same date.

Key Highlights

  • Reporting person: Nicholas Boris Geeza, listed as "CFO of Predecessor Issuer," filed the statement disclosing changes in beneficial ownership.
  • Transaction date: All reported transactions occurred on September 23, 2026, the stated Closing Date of the business combination.
  • Conversion reported: 250,000 Class B ordinary shares were converted, on a one-for-one basis, into 250,000 Class A ordinary shares of the Predecessor Issuer via the Sponsor Share Conversion.
  • Subsequent conversion: Those 250,000 Class A ordinary shares then converted, on a one-for-one basis, into shares of common stock of the Successor Issuer, with the filing noting this conversion is "exempt from Section 16 of the Securities Exchange Act of 1934, as amended."
  • Price of derivative transaction: The derivative security conversion price is listed as $0.
  • Indirect interest: According to the filing, the reporting person also holds pecuniary interests through a membership interest in HC VII Sponsor LLC, over which he does not have voting or dispositive control.
  • Issuer identity: The Predecessor Issuer, Hennessy Capital Investment Corp. VII, was renamed ONE Nuclear Energy Inc. upon closing, with ONE Nuclear Energy LLC becoming a direct wholly-owned subsidiary.

Sponsor Share Conversion and Business Combination Closing at ONE Nuclear Energy Inc.

According to the filing, the transactions stem from a business combination agreement dated October 22, 2025, among Hennessy Capital Investment Corp. VII (the "Predecessor Issuer"), ONE Nuclear Energy LLC, and related parties. On the Closing Date of September 23, 2026, the Predecessor Issuer was renamed "ONE Nuclear Energy Inc." and completed its initial business combination with ONE Nuclear Energy LLC, which the filing states "became a direct wholly-owned subsidiary of the Successor Issuer."

The filing describes a two-step conversion process. First, each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer automatically converted on a one-for-one basis into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer. Geeza reported 250,000 Class B ordinary shares disposed of and 250,000 Class A ordinary shares acquired through this conversion, coded as transaction type "M." Following that step, the Predecessor Issuer domesticated as a Delaware corporation, at which point each Class A ordinary share automatically converted on a one-for-one basis into one share of common stock, par value $0.0001 per share, of the Successor Issuer.

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 issuer is listed in the filing under the ticker symbol ONEN, with no exchange specified beyond that designation. The reporting person signed the form on September 23, 2026.

What Was Disclosed

The filing reports the conversion of 250,000 Class B ordinary shares into Class A ordinary shares, and subsequently into Successor Issuer common stock, in connection with the September 23, 2026 closing of ONE Nuclear Energy Inc.'s initial business combination with ONE Nuclear Energy LLC.