Poonam Sharma, identified as Director of Predecessor Issuer, filed a Form 4 with the SEC on September 23, 2026, disclosing changes in beneficial ownership of ONE Nuclear Energy Inc. shares resulting from the closing of a business combination between Hennessy Capital Investment Corp. VII and ONE Nuclear Energy LLC.

Key Highlights

  • Reporting person: Poonam Sharma, listed as "Director of Predecessor Issuer," filed on September 23, 2026.
  • Issuer: ONE Nuclear Energy Inc., ticker ONEN, is the successor to Hennessy Capital Investment Corp. VII following the business combination.
  • Transaction: 30,000 Class B ordinary shares were converted on a one-for-one basis into 30,000 Class A ordinary shares on September 23, 2026, under transaction code M.
  • Domestication: Following the Sponsor Share Conversion, the predecessor entity domesticated as a Delaware corporation, converting each Class A ordinary share into one share of common stock, par value $0.0001 per share, of the successor issuer.
  • Exempt conversion: According to the filing, the conversion of 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."
  • Indirect interest: The filing notes that Sharma also has pecuniary interests in securities through her membership interest in HC VII Sponsor LLC, over which she does not have voting or dispositive control.

Business Combination and Share Conversion Details for ONE Nuclear Energy Inc.

According to the filing, the transactions were carried out under a business combination agreement dated October 22, 2025. On the closing date, Hennessy Capital Investment Corp. VII, described as "a Cayman Islands exempted company with limited liability," was renamed ONE Nuclear Energy Inc. and completed its initial business combination with ONE Nuclear Energy LLC, "a Delaware limited liability company," with ONE Nuclear Energy LLC becoming a direct wholly-owned subsidiary of the successor issuer.

The filing describes a two-step share conversion process. First, each then-issued and outstanding Class B ordinary share, par value $0.0001 per 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 referred to in the filing as the "Sponsor Share Conversion." Immediately after that conversion, the predecessor issuer domesticated as a Delaware corporation, at which point each Class A ordinary share converted automatically, on a one-for-one basis, into one share of common stock of the successor issuer, also at par value $0.0001 per share.

Table II of the filing shows the derivative security transaction: 30,000 Class B ordinary shares subject to an M-coded transaction on September 23, 2026, with an exercise price of $0, resulting in 0 derivative securities beneficially owned following the transaction. The corresponding Table I entry reflects 30,000 Class A ordinary shares acquired, with 30,000 Class A ordinary shares also disposed of in connection with the domestication step. The filing was signed by Nicholas Geeza as attorney-in-fact for Poonam Sharma on September 23, 2026.

What Was Disclosed

The filing discloses share conversions by Poonam Sharma, Director of Predecessor Issuer, tied to the closing of ONE Nuclear Energy Inc.'s (ONEN) business combination on September 23, 2026, involving the conversion of 30,000 Class B ordinary shares into Class A ordinary shares and subsequently into successor common stock.