Hennessy Capital Investment Corp VII SEC Filings

Hennessy Capital Investment Corp. VII and ONE Nuclear disclosed a Letter of Intent to evaluate joint development of power projects across a five-site West Texas platform totaling approximately 18,275 acres. The collaboration targets multiple generation pathways including natural gas, SOFC, advanced nuclear, utility-scale solar and BESS to support growing ERCOT West demand. The announcement notes the parties expect the pending business combination to list ONE Nuclear on Nasdaq as ONEN upon closing, anticipated in the second half of 2026, subject to customary closing conditions.

ONE Nuclear Energy and Hennessy Capital Investment Corp. VII disclose a Rule 425 filing with a UBS-hosted webinar transcript describing ONE Nuclear’s gas-to-nuclear development strategy and SPAC merger progress. The company outlines a multi-site pipeline of over 75 sites, targets 1 GW online by end of 2029, and projects up to 15 GW of combined gas and nuclear capacity by 2033. Management states they are near the end of SEC review and expect to be listed within the next two months, with a parallel PIPE process ongoing.

The transcript explains a near-term commercial approach using modular Rolls-Royce reciprocating gas engines (2.5 MW units) and one- to two-hour batteries as a behind-the-meter bridge to small modular reactors (SMRs). Management describes 15-year inflation-linked PPAs, unit economics with EBITDA margins close to 50%, and engine economics of roughly $1,000 per kW vs large turbines at $3,000 per kW. Development timing, commercial relationships, and technology choices are described as subject to definitive agreements and customary regulatory approvals.

Hennessy Capital Investment Corp. VII reports that Verbena Value LP and Aaron Diamond beneficially own 1,222,740 shares of Class A ordinary shares, representing 6.21% of the class. The filing states Verbena is investment adviser to a separately managed account for North Rock Capital Management, LLC and Mr. Diamond is Chief Investment Officer and general partner of Verbena.

Hennessy Capital Investment Corp. VII entered into a Second Omnibus Amendment with ONE Nuclear Energy LLC and its merger subsidiary related to their planned business combination. The amendment extends the outside date to consummate the transaction to August 15, 2026 and aligns the maturity date of ONE Nuclear’s promissory note with the same date.

The maximum aggregate principal amount available under the promissory note, used to fund legal, accounting and audit expenses for the deal, increases from $300,000 to $316,975. The business combination remains subject to shareholder approval, regulatory clearances and other conditions detailed in the existing registration statement on Form S-4 and related proxy materials.

Hennessy Capital Investment Corp. VII ownership disclosure: North Rock Capital Management, LLC and Lighthouse Investment Partners, LLC report beneficial ownership of 1,222,740 Class A ordinary shares, representing 6.21% of the class as of 03/31/2026. The filing states the shares are held by private funds managed by North Rock and that voting and dispositive power is reported as shared for 1,222,740 shares. The filing notes delegation of investment and/or voting discretion to subadvisers. The Schedule 13G is signed on 05/14/2026.

Hennessy Capital Investment Corp. VII Schedule 13G/A discloses that Lighthouse Investment Partners, LLC and related managed/affiliated funds may be deemed beneficial owners of 58,100 Class A ordinary shares as of March 31, 2026, equal to 0.30% of the class. The filing states that the reported position reflects shared voting and shared dispositive power of 58,100 shares and identifies Lighthouse as investment manager and platform services provider for the funds listed.

Hennessy Capital Investment Corp. VII and ONE Nuclear presented a pre-recorded podcast discussing their announced business combination and ONE Nuclear’s multi-technology approach to deliver near-term gas power and longer-term small modular reactor (SMR) nuclear power.

Management cited a $1.1 billion combination announced in October, a $1.0 billion valuation reference, a $17 Benchmark price target, plans for behind-the-meter gas generation delivering first electrons in 2028 and 1 GW of gas power by 2029, and an ordering goal of ~15 GW by 2033. The parties say deSPAC closing and PIPE term sheet finalization are underway and that commercial agreements described remain non-binding.

Hennessy Capital Investment Corp. VII reported net income of $575,611 for the three months ended March 31, 2026, driven mainly by $1.67 million of interest on its trust investments, partly offset by $1.10 million of general and administrative costs.

Cash held in the trust account reached $198.6 million, or about $10.45 per redeemable Class A share, while cash outside the trust was $323,217, leaving working capital of $600,019.

The SPAC has agreed to a proposed all‑stock business combination with ONE Nuclear, valuing the target at $1.0 billion, and on March 31, 2026 extended the deal’s outside date to June 30, 2026. HVII has until January 21, 2027 to complete a business combination, and management states that this deadline and limited liquidity raise substantial doubt about its ability to continue as a going concern if no transaction closes.

Hennessy Capital Investment Corp. VII and ONE Nuclear announced two independent director nominees for the combined public company board. Kyle Crowley and Darryl Willis have agreed to be nominated to ONE Nuclear’s public company board, effective upon closing of the previously announced business combination with HVII. The nominees are expected to chair key board committees: Mr. Crowley for Audit and Mr. Willis for Compensation.