Form 8-K

8-K — Hennessy Capital Investment Corp. VII

Accession: 0001493152-26-039511

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0001846416

SIC: 4911 (ELECTRIC SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 20, 2026

Hennessy

Capital Investment Corp. VII

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42479

98-1813620

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

195

US Hwy 50, Suite 207

Zephyr

Cove, Nevada

89448

(Address

of principal executive offices)

(Zip

Code)

(775)

339-1671

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Class

A ordinary shares, par value $0.0001 per share

HVII

The

Nasdaq Stock Market LLC

Rights,

each right entitling the holder to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of a business combination

HVIIR

The

Nasdaq Stock Market LLC

Units,

each consisting of one Class A ordinary share and one right

HVIIU

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation FD Disclosure.

previously disclosed, on August 20, 2026,

Hennessy Capital Investment Corp. VII (“HVII”) and ONE Nuclear Energy LLC (“ONE Nuclear”) held a

joint investor update call to discuss recent developments in ONE Nuclear’s business, review recent ONE Nuclear company

announcements and provide an update regarding the pending business combination transaction between HVII and ONE Nuclear

(the “Business Combination”), pursuant to that certain Business Combination Agreement, dated as of October 22, 2025, by

and among HVII, Solis Merger Sub LLC, and ONE Nuclear (as amended and as may be further amended, modified, or supplemented from time

to time, the “Business Combination Agreement”).

Furnished herewith

as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K (this “Current Report”) and incorporated by reference herein

are (i) an August 2026 investor presentation prepared by HVII and ONE Nuclear and (ii) a transcript of the August 20, 2026 joint investor

update call.

The

foregoing (including Exhibits 99.1 and 99.2 to this Current Report) and the information set forth therein are being furnished

pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall they be deemed

to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the

Exchange Act.

************

Important

Information for Investors and Shareholders

connection with the Business Combination, HVII and ONE Nuclear, as co-registrants, have filed with the U.S. Securities and Exchange

Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which includes

a prospectus with respect to the securities to be issued in connection with the Business Combination and a proxy statement to be distributed

to holders of HVII’s ordinary shares in connection with HVII’s solicitation of proxies for the vote by HVII’s shareholders

with respect to the Business Combination and other matters described in the Registration Statement (the “Proxy Statement”).

The SEC declared the Registration Statement effective on August 3, 2026, and HVII mailed the definitive Proxy Statement relating to the Business Combination to its shareholders as of the July 31,

2026 record date to vote on the Business

Combination.

This

Current Report and Exhibits 99.1 and 99.2 furnished herewith do not contain all the information that should be considered

concerning the Business Combination and are not a substitute for the Registration Statement, the Proxy Statement or any other document

that HVII filed or may file with the SEC. Before making any investment or voting decision, investors and security holders of HVII and

ONE Nuclear are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well

as all other relevant materials filed or that will be filed with the SEC in connection with the Business Combination as they become available

because they will contain important information about ONE Nuclear, HVII and the Business Combination.

Investors

and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents

filed or that will be filed with the SEC by HVII through the website maintained by the SEC at www.sec.gov. In addition, the documents

filed by HVII may be obtained free of charge from HVII’s website at https://www.hennessycapital7.com or by directing an email request

to info@hennessycapitalgroup.com. The information contained on, or that may be accessed through, the websites referenced in this Current

Report is not incorporated by reference into, and is not a part of, this Current Report.

Participants

in the Solicitation

HVII,

ONE Nuclear and their respective directors, executive officers and other members of management and employees may, under the rules of

the SEC, be deemed to be participants in the solicitations of proxies from HVII’s shareholders in connection with the Business

Combination. For more information about the names, affiliations and interests of HVII’s directors and executive officers, please

refer to HVII’s Annual Report on Form 10-K filed with the SEC on March 6, 2026, and the Registration Statement, the Proxy Statement

and other relevant materials filed with the SEC in connection with the Business Combination from time to time. Additional information

regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases,

be different than those of HVII’s shareholders generally, are included in the Registration Statement and the Proxy Statement. Shareholders,

potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully before making

any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

Forward-Looking

Statements

This

Current Report contains forward-looking statements, including but not limited to statements regarding ONE Nuclear’s and HVII’s

expectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts contained in

this Current Report are forward-looking statements. These statements are based on current expectations and assumptions and are subject

to risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,”

“expect,” “intend,” “may,” “plan,” “project,” “should,” “will,”

and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these

identifying words, and the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include,

without limitation, the anticipated timing and benefits from the consummation of the Business Combination, ONE Nuclear’s

management team’s expectations concerning the outlook for its business, productivity, plans, growth and capital investments, operational

and cost performance, revenue generation, development timelines, potential generation capacities of specific sites, regulatory outlook,

future market conditions, success of strategic relationships, developments in the capital and credit markets, expected future financial

performance, as well as demand for nuclear energy and the economic outlook for the nuclear energy industry.

Forward-looking

statements speak only as of the date of this Current Report and are based on ONE Nuclear’s and HVII’s current beliefs and

assumptions. ONE Nuclear and HVII undertake no obligation to update or revise any forward-looking statements, whether as a result of

new information, future events, or otherwise, except as required by law. Actual results may differ materially due to various risks and

uncertainties, including but not limited to: (1) the risk that the Business Combination may not be completed in a timely manner or at

all, which may adversely affect the price of HVII’s securities; (2) the failure to satisfy the conditions to the consummation of

the Business Combination, including the adoption of the Business Combination Agreement by the shareholders of HVII and the receipt of

certain regulatory approvals; (3) market risks; (4) the occurrence of any event, change or other circumstance that could give rise to

the termination of the Business Combination Agreement; (5) changes in transaction structure of the Business Combination due to regulatory

or legal requirements; (6) the ability to meet listing standards; (7) the effect of the announcement or pendency of the Business Combination

on ONE Nuclear’s business relationships, performance, and business generally; (8) failure to realize anticipated benefits from

the Business Combination; (9) the outcome of any legal proceedings that may be instituted against ONE Nuclear or HVII related to the

Business Combination or the Business Combination Agreement; (10) ONE Nuclear’s ability to execute on its business plan and to develop

and maintain key strategic relationships and enter into definitive agreements in connection therewith; (11) competition in ONE Nuclear’s

industry; (12) transaction-related costs; (13) the risk that changes in laws or regulations adversely affect ONE Nuclear’s business

plans and operations; (14) adverse economic or competitive conditions; (15) the level of redemptions by HVII shareholders in connection

with the Business Combination; (16) the risk that ONE Nuclear may not be able to successfully develop its exclusive sites or other sites

and the commercial viability of any such site; (17) the risk that ONE Nuclear will be unable to raise additional capital to execute its

business plan, which may not be available on acceptable terms or at all; and (18) other risks and uncertainties described in HVII’s

Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026, and other filings with

the SEC, including the Registration Statement, the Proxy Statement and other relevant materials filed with the SEC in connection with

the Business Combination from time to time. The foregoing list is not exhaustive, and there may be additional risks that neither HVII

nor ONE Nuclear presently knows or that HVII and ONE Nuclear currently believe are immaterial. ONE Nuclear and HVII caution you against

placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available

as of the date a forward-looking statement is made.

Offer or Solicitation

This

Current Report shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act. This Current Report shall

not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase any securities, or a

solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in

which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Business

Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Number

Description

99.1

Investor Presentation, dated August 2026.

99.2

Transcript of August 20, 2026 Joint Investor Update Call.

104

Cover

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SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

HENNESSY

CAPITAL INVESTMENT CORP. VII

By:

/s/

Nicholas Geeza

Name:

Nicholas

Geeza

Title:

Chief

Financial Officer

Dated:

August 20, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit 99.2

HENNESSY

CAPITAL INVESTMENT CORP. VII

Investor

Update Call, ONE Nuclear Energy Business Combination

August

20, 2026, 11:00 a.m. ET

Caldwell

bailey

Hello,

and welcome to the conference call to discuss the proposed business combination between ONE Nuclear Energy or ONE Nuclear and Hennessy

Capital Investment Corp. VII or Hennessy VII. I would first like to remind everyone that this call may contain forward-looking statements,

including, but not limited to, statements relating to ONE Nuclear’s and Hennessy’s expectations or predictions on their respective

financial and business performance and conditions, expectations or assumptions in consummating the proposed business combination between

the parties, and future ONE Nuclear relationships, milestones, developments, and performance. Forward-looking statements are inherently

subject to risks, uncertainties, some of which are beyond the control of the parties, and assumptions that may cause actual results or

performance to be materially different from those expressed or implied by these forward-looking statements, and they are not guarantees

of performance. I encourage you to review Hennessy VII’s filings with the SEC, including the effective registration statement on

Form S4 and related definitive proxy statements and prospectus for a discussion of these risks that can affect the business combination

and the business of the combined company after the completion of the proposed business combination. Hennessy VII and ONE Nuclear are

under no obligation and expressly disclaim any obligation to update, alter, or otherwise revise any forward-looking statements, whether

as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. I will now turn

the call over to Mr. Tom Hennessy, President and Director of Hennessy VII. Please go ahead.

Tom

Hennessy

Good

morning, and thank you for joining us today. I’m Tom Hennessy, and on behalf of Hennessy Capital Investment Corp. VII, we are thrilled

to present an update on our proposed business combination with ONE Nuclear Energy, a uniquely positioned, fully integrated, independent

power producer, purpose-built to solve the most critical energy bottleneck in the modern economy. I’d like to reintroduce ONE Nuclear’s

co-founder, chairman, and CEO Richard Taylor, who will provide the latest business updates, the gas and nuclear roadmap, and team developments.

Further, I’d like to reintroduce ONE Nuclear’s chief investment officer, Coen Weddepohl, who will talk about our latest site

portfolio, unit economics, and project finance strategy. Richard, please take it away.

Richard

Taylor

Thank

you, Tom, and thank to everyone for being on the call today. We created ONE Nuclear five years ago with a clear, uncompromising mission

to operate as an independent power producer that delivers reliable, large-scale baseload energy solutions for the expanding U.S. economy.

And crucially, our business model is focused on both near-term revenues and long-term asset ownership, we deliver early revenues and

develop, own, and operate generation assets for their full operating life cycle, because we believe long-term ownership captures maximum

value, it creates predictable cash flows, and delivers superior compounding returns for our shareholders, and our overarching strategy

is built on a gas to nuclear evolution. While our ultimate vision and destination is delivering sustainable carbon-free energy through

small modular reactors, through nuclear projects, we recognize that our customers, particularly hyperscale data center operators, need

massive power today. So we use fast track low carbon natural gas power generation as an immediate bridge to de-risk development, generate

early cash flows, and establish long term customer relationships on site. So, given the structural and regulatory tailwinds underpinning

the premise of bring your own generation, the experience leadership team we’ve assembled, and the strategic collaborations we’ve

developed, along with the high-quality development projects that we expect to progress in the near term, all of which we’ll cover

today, we believe that now is the time to go public and raise the capital needed to fuel our growth. So, if we move to the next slide,

the long term growth drivers for U.S. power generation are stronger than ever. Now we’re seeing the biggest four year growth in

domestic electricity demand this century, overwhelmingly driven by AI infrastructure and hyperscale data centers. However, the traditional

utility grid is severely bottlenecked. As of the end of 2025, roughly 2,060 gigawatts of generation and storage capacity were actively

seeking transmission interconnection in the U.S. And a typical project reaching commercial operation spent more than four years in the

queue. And it’s worth noting that active natural gas power capacity in the queue rose 86% in 2025. Developers are racing for the

same grid access that our customers need, and we also see that community and regulatory opposition is rising over the impact of massive

data centers on local residential electricity prices and water usage. So our solution is behind the meter power generation. By collocating

power generation directly at the customer’s site, we bypass the grid access queue entirely. This gets mission-critical power online

years faster, provides immediate near-term revenues to de-risk our balance sheet, and creates the physical anchor for future SMR nuclear

deployment, and because we solve an existential timing crisis for hyperscalers, where power delays cost millions per day in lost compute

revenue, we believe speed to power supports pricing above wholesale benchmarks. Wholesale grid power is typically traded in a 40 to 70

dollars per megawatt hour range. Our commercial model targets behind the meter PPAs in the region of 95 dollars per megawatt hour for

fast track gas, and we’d expect long term nuclear offtake to price higher still. So, just to be clear, these are the levels we’re

targeting in negotiation, not the rates we’ve contracted. And for a hyperscaler, power is a modest share of total operating cost,

but it’s an enormous constraint on whether a facility can be energized at all. And that asymmetry is what underpins our pricing

model. So, if you move to the next slide, let me say a little bit about technologies and relationships. To deliver the behind-the-meter

power on accelerated timelines, our initial wave of technology relies on natural gas reciprocating engines, or RESIPs, and unlike industrial

gas turbines, which currently suffer from five-year supply chain lead times, reciprocating engines can be delivered and commissioned

within 12 months of ordering. And reciprocs provide extraordinary operational advantages: rapid start times, superior load-following

capabilities for variable data center demand, modular redundancy across multiple units, and lower capital expenditure per megawatt. So,

while we’re technology agnostic and we choose the best technology for each project to secure the capacity we need at scale and

speed, we established a long-term strategic collaboration two years ago with Rolls-Royce Solutions America, and this relationship is

intended to give ONE Nuclear priority access to Rolls-Royce MTU gas reciprocating power units and delivery slots.

And

the slots and performance terms are established through purchase orders placed under this collaboration agreement, and configured with

appropriate redundancy, these systems are designed to support Tier Three availability levels, and can be built out to Tier Four standards,

the high reliability campus environment that our customers require. And while gas provides, we’ll still stick with that slide,

Caldwell. While gas provides our immediate bridge, nuclear SMRs represent our long-term baseline. We don’t tie ourselves

exclusively to a single nuclear reactor technology. Instead, we maintain a flexible multi-technology framework across leading Generation

3+ light water designs, such as Rolls-Royce SMR, GE Hitachi’s BWRX-300, and Westinghouse’s AP300, as well as Generation 4

advanced reactors from technology providers such as TerraPower and X-energy. So when evaluating which SMR technology to deploy at specific

energy parks, we weigh the core criteria that are really important for our customers: scale, site conditions, the deployment timeline,

and economics. And we focus particularly on supply chain maturity, which is rapidly developing and improving, so developing multi-gigawatt

energy parks requires world-class execution capabilities across energy trading, engineering, and facility operations. And to commercialize

our power output, we have a collaboration agreement with one of the largest power traders in the United States, covering demand aggregation

and a potential credit sleeving role for long-term PPAs. Where their structure is used, hyperscale customers would receive credit support

from an investment-grade energy major, while ONE Nuclear handles the physical delivery, and terms are agreed transaction by transaction.

And on the development and construction side, we work with Black & Veatch and other EPC specialists for end-to-end services, site

evaluations, and licensing. And to ensure complete operational readiness as we transition into nuclear generation, we’re

working towards a venture with Quadrant Nuclear Industries, led by former U.S. Navy-trained nuclear operators. The venture is intended

to build our dedicated workforce and the training pipeline that can handle turnkey nuclear plant operations and satisfy the stringent

regulatory oversight requirements. So I’d now like to hand over to our chief investment officer, Coen Weddepohl,

to talk about development systems and the economics of active projects. Coen,

Coen

Weddepohl

Thanks,

Richard. So our development strategy is anchored by a small number of high priority sites. Those are drawn from a screen pipeline of

more than 75 candidate locations that we have in various stages of due diligence and site control at the moment. But to accelerate our

pipeline execution, we recently completed the acquisition of Amino Sustainability Group, which we’re super excited about. Amino

is a leading energy and digital infrastructure development advisory firm. In conjunction with this acquisition, we’re delighted

that Amino’s founder Christopher Hansmeyer has joined ONE Nuclear as our chief development officer. Chris brings 28 years of infrastructure

experience, having previously developed over 50 gigawatts of power projects across North America, at BP Lightsource, LG Electronics,

and Abengoa. He will lead the full development life cycle across the company’s portfolio, from site origination all the way through

to community engagement, interconnection, and permitting, to ultimately a final investment decision. And by integrating Amino’s

proprietary methodologies, site selection frameworks, and permitting strategies directly into ONE Nuclear, we now build an agile development

engine that is designed to shorten time to market and accelerate our path to first revenues. So let me take you to two most advanced

sites, both of which are in active commercial negotiation at the moment. I would note that no power purchase agreement or PPA has been

signed at either of those sites to date. First, in East Texas in the ERCOT market, this is a large site of over 1,000 acres with access

to major fiber backbones and natural gas pipelines critical to the project. Here we’re working with a major national data

center developer to deliver an initial one gigawatt gas project by 2028, followed by nuclear, followed also by nuclear SMRs. We expect

the PPA to be signed within six months from today, and the second site is in New Mexico. This is an approximately 6000 acre opportunity

under a non-binding letter of intent signed in March of this year. The contemplated development begins with a gigawatt gas deployment

and to fully build out good skill towards 10 gigawatts. Both the exclusivity and scale level are subject to definitive agreements currently

under negotiation with the development partners. So I want to walk you through the unit economics of a gigawatt gas energy park model.

These are modeled figures for a single mature site operating at full contracted output, they are not forecasts of company results,

and they assume a signed PPA and a completed build, neither of which we have at any site today. At a target behind the meter PPA rate

of $95 per megawatt hour, and an assumed capacity factor of roughly 74%, a single one gigawatt facility could generate approximately

660 million dollars in annual revenue. Our modeled all-in levelized cost of energy for such a facility is 60 to 80 dollars per megawatt

hour, which includes recovery of construction capital. After deducting variable and fixed O&M costs, the model shows approximately

361 million dollars in site EBITDA, a 59% EBITDA margin, and after maintenance capex and taxes, modeled unlevered site cash flow is around

306 million dollars per year annually. I want to flag clearly that this figure is before project debt service on a facility financed,

as I will describe in a moment, debt service would absorb a material portion of that cash flow, and the residual is what accrues

to equity. So, from a capital allocation perspective, our development strategy is highly capital efficient. During the pre-financial

investment decision phase, or the pre-FID phase, the development costs are modest, approximately 20 million to 50 million dollars per

site for environmental studies, permitting, and equipment deposits, which we fund 100% via balance sheet equity. Post-FID phase, once

an offtake PPA signed with an investment grade customer, the post FID capital expenditure, which is around $250 million to $270 million

per 200 megawatt tranche, is financed primarily through non-recourse project debt backstopped by long-term contracted revenues, if executed

as planned, this phased gas rollout is designed to produce contracted, relatively predictable cash flows that progressively de-risk our

corporate capital structure as we work towards multiple gigawatts of combined gas and nuclear capacity over the next decade. Our timelines

depend on securing offtake equipment and project financing, and that’s where we’re heading. And with that, let me hand it

back to you, Richard.

Richard

Taylor

Thanks,

Coen. And a business model of the scale Coen’s described requires institutional-grade management and governance. Our management

team combines more than a century of collective experience across BP, Merrill Lynch, Bankers Trust, Energy Re, Energy Infrastructure

Funds. You can see some of the logos on the slides. The team has successfully managed and structured billions of dollars in energy infrastructure

projects. So our management team includes Coen and founders, Chief Strategy Officer Robert Carilli, and Chief Operating Officer Kevin

Dowd, and myself as the CEO. And now we have two new additions as we prepare for our public listing and company growth. Chris Hansmeyer

has joined as Chief Development Officer. Coen talked about Chris and our acquisition of Amino, and very pleased to have Ann Anthony on

the call today, as she joined this week as Chief Financial Officer. And Ann brings a stellar public company track record, having

previously served as CFO of OPAL Fuels, where she successfully guided the company through its de-SPAC public listing, and she’s

the former principal financial officer at South Jersey Industries Utilities, and will lead our capital formation, treasury, and public

company reporting framework. And our management team is supported by a distinguished advisory board, with policy, nuclear, and regulatory

experience, including Florida State Senator Joe Gruters, former Trump campaign co-chair and advisor Chris LaCivita, former Swiss Re Brazil

CEO Margo Black, advocate Slater Bayliss, and professor of nuclear engineering at North Carolina State, Dr. Robert Hayes. For our main

board, Elizabeth Williams has recently been nominated as our final independent director, completing our board slate ahead of closing.

Elizabeth currently serves as an independent director for Innventure, as Audit Chair for Hennessy Capital Investment Corp.

VIII, and is former head of corporate strategy at ABB, with a 20 billion dollar global footprint, and at Tenneco, and Elizabeth will

chair our audit committee. With Elizabeth’s nomination, our post-closing board of directors is expected to comprise seven members,

a majority of whom will qualify as independent under Nasdaq listing standards. Elizabeth joins Darryl Willis, currently corporate VP

for Energy at Microsoft and ex-Google and ex BP. Kyle Crowley, former Exelon and Constellation, and Dan Hennessy, managing member of

Hennessy Capital. Independent directors will hold a majority of board seats, and will chair all the board committees, giving us an enterprise-grade

governance structure from day one. So, in summary, we’re developing fast. We have a great team. We have great execution capability,

a great development portfolio, and we’re really excited about becoming a public company and the access to capital that that will

bring. And we’ll be measuring our performance against a number of objectives over the next 12 months, including a definitive agreement

at our East Texas site, conversion of the New Mexico letter of intent into binding operational agreements, a firm equipment order that

secures delivery slots, and a first project financing commitment, and we’ll report against these specifically on each quarterly

call. So thank you again to everyone on the call, and I’ll now hand back to Tom Hennessy to cover our transaction framework and

listing timeline. Thank you.

Tom

Hennessy

Thank

you, Richard, Coen. The proposed business combination between Hennessy VII and ONE Nuclear Energy represents an ideal alignment of strategy

and capital. Existing ONE Nuclear equity holders are rolling 100% of their equity into the combined company, no founder or management

shares are being cashed out, so the team’s entire economic interest stays in the business alongside investors. Cash delivered at

closing will be used to convert our priority sites into projects with signed PPAs. Our Form S-4 registration statement has been

declared effective by the SEC and subject to shareholder approval and the satisfaction of customary closing conditions, we are

targeting transaction close and listing on NASDAQ under the ticker symbol “ONEN” in immediate near term. ONE Nuclear

sits precisely at the convergence of three massive macro forces, as Richard and Coen described. Number one, accelerating AI power demand.

Number two, severe utility grid paralysis. Number three, the urgent push for clean baseload energy. With our fast track gas bridge,

strategic partnerships, premier site control, and institutional leadership, we are ready to build the primary energy platform for the

modern economy. In conclusion, ONE Nuclear’s value proposition to you as investors is that number one, ONE Nuclear has a site portfolio

that sits in two markets where power is scarcest. Number two, ONE Nuclear has an equipment channel that shortens delivery to roughly

12 months against a five-year turbine queue. Number three, ONE Nuclear has a trading and credit sleeving relationship that makes our

output bankable to investment grade offtakers And number four, as Richard just described, the ONE Nuclear management team has

structured billions of dollars of energy infrastructure and is public ready. Thank you for your time today. Please feel free to contact

us through the links and contact numbers on the press release of August 18th. That concludes our presentation.

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Aug. 20, 2026

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Hennessy

Capital Investment Corp. VII

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Entity Incorporation, State or Country Code

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195

US Hwy 50

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Suite 207

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Zephyr

Cove

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