Form 8-K

8-K — Hennessy Capital Investment Corp. VII

Accession: 0001493152-26-036762

Filed: 2026-08-10

Period: 2026-08-07

CIK: 0001846416

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

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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

7, 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

1.01 Entry into a Material Definitive Agreement.

previously reported, (i) on October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability

(“HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger

Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”), entered into a business combination

agreement (as amended on March 31, 2026, the “Business Combination Agreement”), pursuant to which the parties thereto will

enter into a business combination transaction (the “Business Combination”), and (ii) on December 19, 2025, ONE Nuclear issued

a promissory note (as amended on March 31, 2026, the “Promissory Note”) to HVII for loan advances up to an aggregate principal

amount of $300,000, solely to pay expenses incurred in connection with third-party legal, accounting, and audit services.

August 7, 2026, HVII, Merger Sub and ONE Nuclear entered into an amendment to the Business Combination Agreement and Promissory

Note (the “Third Omnibus Agreement”). The Third Omnibus Amendment (a) extends (i) the outside date for consummating the Business

Combination from August 15, 2026 to September 30, 2026, and (ii) the maturity date of the Promissory Note from August 15, 2026 to September

30, 2026 and (b) increases the maximum aggregate principal amount of loan advances under the Promissory Note from $316,975.00 to $620,000.00.

The

foregoing description of the Third Omnibus Amendment does not purport to be complete and is qualified in its entirety by the full text

of the Amendment filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein

by reference.

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

Important

Information for Investors and Stockholders

connection with the Business Combination, HVII and ONE Nuclear, as co-registrant, have filed with 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. HVII has filed the definitive Proxy Statement with the SEC and will be mailing copies to HVII’s shareholders as of July 31,

2026, the record date to vote on the Business Combination.

This

Current Report does not contain all the information that should be considered concerning the Business Combination and is not a substitute

for the Registration Statement, the Proxy Statement or for 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, 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 know 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

2.1

Omnibus

Amendment No. 3 to the Business Combination Agreement and Promissory Note, dated as of August 7, 2026, by and among Hennessy

Capital Investment Corp. VII, Solis Merger Sub LLC, and ONE Nuclear Energy LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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 7, 2026

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

OMNIBUS

amendMENT No. 3

THE

BUSINESS

COMBINATION AGREEMENT AND PROMISSORY NOTE

______________

This

OMNIBUS AMENDMENT NO. 3 (this “Amendment”), dated as of August 7, 2026, to: (i) the Business Combination Agreement,

dated as of October 22, 2025 (as amended, the “Business Combination Agreement”) and (ii) the Promissory Note, dated

as of December 19, 2025 (as amended, the “Promissory Note”), is by and among Hennessy Capital Investment Corp. VII

(“Purchaser”), Solis Merger Sub LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the

Purchaser (“Merger Sub”) and ONE Nuclear Energy, LLC, a Delaware limited liability company (the “Company”).

WHEREAS,

the parties hereto entered into that certain Omnibus Amendment No. 1, dated as of March 31, 2026, amending (i) the Outside Date (as defined

therein) of the Business Combination Agreement and (ii) the Maturity Date (as defined therein), in part, of the Promissory Note;

WHEREAS,

the parties hereto entered into that certain Omnibus Amendment No. 2, dated as of June 1, 2026, amending (i) the Outside Date (as defined

therein) of the Business Combination Agreement and (ii) the Maturity Date (as defined therein), in part, of the Promissory Note;

WHEREAS,

Section 9.10 of the Business Combination Agreement permits the amendment of the Business Combination Agreement in accordance with the

terms set forth therein;

WHEREAS,

Section 12 of the Promissory Note permits the amendment of the Promissory Note in accordance with the terms set forth therein; and

WHEREAS,

the parties hereto desire to further amend both (i) the Business Combination Agreement and (ii) the Promissory Note, each as set forth

below.

NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound

hereby, the parties hereto hereby agree as follows:

ARTICLE

AMENDMENT

TO THE BUSINESS COMBINATION AGREEMENT

Amendment of Section 8.01(d). Section 8.01(d) of the Business Combination Agreement is hereby amended by deleting the text “August

15, 2026” and replacing it with “September 30, 2026”.

ARTICLE

AMENDMENT

TO THE PROMISSORY NOTE

Amendment of Section 3(a). Section 3(a) of the Promissory Note is hereby amended by deleting the text “August 15, 2026”

and replacing it with “September 30, 2026”.

Amendment of Section 1(a). Section 1(a) of the Promissory Note is hereby amended by deleting the text “316,975.00”

and replacing it with “620,000.00”.

ARTICLE

III

MISCELLANEOUS

No Further Amendment. Except as expressly amended hereby, both (i) the Business Combination Agreement and (ii) the Promissory

Note are in all respects ratified and confirmed and all the respective terms, conditions, and provisions thereof shall remain in full

force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition

of either (i) the Business Combination Agreement or (ii) the Promissory Note, or any of the respective documents referred to therein.

Effect of Amendment. This Amendment shall form a part of both (i) the Business Combination Agreement and (ii) the Promissory Note

for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties

hereto, any reference to the Business Combination Agreement shall be deemed a reference to the Business Combination Agreement as amended

hereby and any reference to the Promissory Note shall be deemed a reference to the Promissory Note as amended hereby. Notwithstanding

the foregoing, (i) references to the date of the Business Combination Agreement, “the date hereof” and “the date of

this Agreement” shall in all instances continue to refer to October 22, 2025, and (ii) references to the date of the Promissory

Note and “the date hereof” shall in all instances continue to refer to December 19, 2025.

Governing Law. This Amendment, and any claim or cause of action hereunder based upon, arising out of or related to this Amendment

(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement

of this Amendment, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to

the principles of conflicts of laws that would otherwise require the application of the law of any other state.

Consent to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS OF

THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AMENDMENT.

Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the

other provisions of this Amendment shall remain in full force and effect. The parties hereto further agree that if any provision contained

in this Amendment is, to any extent, held invalid or unenforceable in any respect under the laws governing this Amendment, they shall

take any actions necessary to render the remaining provisions of this Amendment valid and enforceable to the fullest extent permitted

by law and, to the extent necessary, shall amend or otherwise modify this Amendment to replace any provision contained in this Amendment

that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties hereto.

Counterparts; Electronic Signatures. This Amendment may be executed in two or more counterparts, and by different parties in separate

counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together shall constitute

one and the same instrument. Copies of executed counterparts of this Amendment transmitted by electronic transmission (including by email

or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal

effect as original signatures and shall be considered irrevocable originally executed counterparts of this Amendment.

[Signature

Page Follows.]

WITNESS WHEREOF the parties hereto have hereunto caused this Amendment to be duly executed as of the date first above written.

HENNESSY

CAPITAL INVESTMENT CORP. VII

By:

/s/

Daniel J. Hennessy

Name:

Daniel

J. Hennessy

Title:

Chief

Executive Officer

ONE

NUCLEAR ENERGY, LLC

By:

/s/

Richard Taylor

Name:

Richard

Taylor

Title:

Chairman,

Chief Executive Officer

SOLIS

MERGER SUB LLC

By:

/s/

Daniel J. Hennessy

Name:

Daniel

J. Hennessy

Title:

Chief

Executive Officer

[Signature

Page to Omnibus Amendment No. 3]

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