Thomas D. 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 closing of its business combination with ONE Nuclear Energy LLC.

Key Highlights

  • Issuer renamed: Hennessy Capital Investment Corp. VII became ONE Nuclear Energy Inc. (ticker: ONEN) upon closing of the business combination on September 23, 2026.
  • Direct ownership: Thomas D. Hennessy reported 750,000 Class A ordinary shares held directly following an M-coded transaction on September 23, 2026.
  • Indirect ownership: Following the reported transactions, indirect beneficial ownership stood at 5,744,999 Class A ordinary shares, held through HC VII Sponsor LLC.
  • Share conversion: Each outstanding Class B ordinary share converted automatically on a one-for-one basis into one Class A ordinary share prior to the Domestication.
  • Rights exchanged: Every twelve Successor Rights were automatically surrendered in exchange for one Successor Share at closing, with 500,000 rights producing 41,666 shares.
  • Prior forfeiture noted: The filing states that 375,000 Class B ordinary shares were forfeited for no further consideration on January 21, 2025, upon expiration of the underwriters' over-allotment option.
  • Beneficial ownership disclaimed: Thomas D. Hennessy disclaims beneficial ownership over securities held by Sponsor in which he has no pecuniary interest, according to the filing.

ONE Nuclear Energy Merger Closes, Triggering Ownership Changes for Thomas Hennessy

According to the filing, the business combination was governed by a merger agreement dated October 22, 2025. On the closing date of September 23, 2026, Hennessy Capital Investment Corp. VII, described as a Cayman Islands exempted company, was renamed ONE Nuclear Energy Inc. and completed its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company. ONE Nuclear Energy LLC became a direct wholly-owned subsidiary of the successor issuer following the closing.

The filing details a multi-step structural process. Before closing, each outstanding Class B ordinary share of the predecessor issuer converted automatically on a one-for-one basis into one Class A ordinary share. Immediately thereafter, the predecessor issuer domesticated as a Delaware corporation, at which point each Class A ordinary share converted on a one-for-one basis into one share of common stock of the successor issuer. The filing states that this conversion "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, each predecessor right converted into a successor right, and at closing every twelve successor rights were surrendered for one successor share.

Thomas D. Hennessy is identified in the filing as the predecessor issuer's President, Chief Operating Officer, and a director, as well as a 10% owner by virtue of securities held by HC VII Sponsor LLC. The filing states that Hennessy Capital Group LLC is the sole manager of Sponsor, and that Daniel J. Hennessy and Thomas D. Hennessy are the sole managing members of Hennessy Capital Group LLC, giving each the ability to be deemed a beneficial owner of the securities held by Sponsor with shared voting and dispositive control. The filing notes that Sponsor and Hennessy Capital Group LLC file Section 16 reports for the issuer separately from Thomas D. Hennessy.

What Was Disclosed

Thomas D. Hennessy reported acquisition of Class A ordinary shares in ONE Nuclear Energy Inc. (ONEN) through M-coded conversion transactions on September 23, 2026, resulting in direct ownership of 750,000 shares and indirect ownership of 5,744,999 shares through HC VII Sponsor LLC.