SEC Form 4 · accession 0001493152-26-043983
ONE Nuclear Energy Inc. · ONEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas Boris Geeza
Other
Period of report
Sep 23, 2026
Accepted (ET)
Sep 23, 2026 · 6:08 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001846416
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A ordinary sharesF1,F3,F4,F2 | Sep 23, 2026 | M | 250,000 | — | A | 250,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B ordinary sharesF4,F1,F2,F3 | — | Sep 23, 2026 | M | 250,000 | D | — | — | Class A ordinary shares | 250,000 | 0 | D |
Explanation of responses
- F1Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.
- F2Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").
- F3Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. 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.
- F4The reporting person also has pecuniary interests in securities through his membership interest in HC VII Sponsor LLC, over which the reporting person does not have voting or dispositive control.