SEC Form 4 · accession 0001493152-26-043985
ONE Nuclear Energy Inc. · ONEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 23, 2026
Accepted (ET)
Sep 23, 2026 · 6:10 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,F2,F4 | Sep 23, 2026 | M | 5,203,333 | — | A | 5,703,333 | I | See Explanation of Responses |
| Class A ordinary sharesF1,F3,F7,F4 | Sep 23, 2026 | M | 41,666 | — | A | 5,744,999 | I | See Explanation of Responses |
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 sharesF5,F4,F1,F2,F3 | — | Sep 23, 2026 | M | 5,203,333 | D | — | — | Class A ordinary shares | 5,203,333 | 0 | I |
| Rights to receive Class A ordinary sharesF1,F6,F4,F7,F3 | — | Sep 23, 2026 | M | 500,000 | D | — | — | Class A ordinary shares | 41,666 | 0 | I |
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 (the "Exchange Act").
- F4HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.
- F5Amount has been adjusted to reflect the forfeiture of 375,000 Class B Ordinary Shares for no further consideration on January 21, 2025, upon the expiration of the underwriters' over-allotment option, which was partially exercised in connection with the Predecessor Issuer's initial public offering. Such forfeiture was exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Exchange Act.
- F6Pursuant to the Merger Agreement, in connection with, and after giving effect to, the Domestication, each then issued and outstanding right (each, a "Predecessor Right") that were automatically convertible into one-twelfth (1/12) of one Class A Ordinary Share upon consummation of the Predecessor's initial business combination converted automatically into a right to acquire one-twelfth (1/12) of one Successor Share (each, a "Successor Right"). The conversion of Predecessor Rights into Successor Rights did not alter the proportionate interests of the rights holders, and accordingly the conversion is exempt from Section 16 of the Exchange Act.
- F7Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.
Remarks
Each of the Reporting Persons was a 10% owner of the Predecessor Issuer. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy served as a director and an officer of the Predecessor Issuer and, as a result, each of the Reporting Persons may be deemed to have been a director of the Predecessor Issuer by deputization for purposes of Section 16. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy files Section 16 reports for each of the Predecessor Issuer and the Successor Issuer separately from the Reporting Persons.