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Form 8-K

sec.gov
HVII The article is a Form 8-K filing detailing a business combination agreement and a forward purchase agreement. It primarily contains legal and financial disclosures rather than market-driven sentiment. HVIIR The article is a Form 8-K filing detailing a business combination agreement and a forward purchase agreement. It primarily contains legal and financial disclosures rather than market-driven sentiment. HVIIU The article is a Form 8-K filing detailing a business combination agreement and a forward purchase agreement. It primarily contains legal and financial disclosures rather than market-driven sentiment.

8-K — Hennessy Capital Investment Corp. VII

Accession: 0001493152-26-043680

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0001846416

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001846416

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2026-09-22

2026-09-22

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HVII:ClassOrdinarySharesParValue0.0001PerShareMember

2026-09-22

2026-09-22

0001846416

HVII:RightsEachRightEntitlingHolderToReceiveOnetwelfth112OfOneClassOrdinaryShareMember

2026-09-22

2026-09-22

0001846416

HVII:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember

2026-09-22

2026-09-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

OF

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): September 22, 2026

Hennessy

Capital Investment Corp. VII

(Exact

name of Registrant as specified in its charter)

Cayman

Islands

001-42479

98-1813620

(Jurisdiction

of

incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

195

US Hwy 50, Suite 207

Zephyr Cove, NV

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

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 ☒

If

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.

As

previously reported, 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, June 1, 2026 and August 7, 2026, the “Business Combination Agreement”), pursuant

to which the parties thereto will enter into a business combination transaction (the “Business Combination”). Following the

Closing, ONE Nuclear will be a direct wholly-owned subsidiary of HVII, and HVII will be renamed “ONE Nuclear Energy Inc.”

(HVII as of and following the Merger, “New ONE Nuclear”).

On

September 22, 2026, HVII and ONE Nuclear entered into a forward purchase agreement (the “Forward Purchase Agreement”)

with New Circle Capital Solutions LP (the “Seller”) for a prepaid share forward transaction (the “Transaction”).

Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

Pursuant

to the terms of the Forward Purchase Agreement, the Seller has agreed to purchase from third parties up to 5,000,000 Class A ordinary

shares, par value $0.0001 per share, of HVII (the “Shares”) in accordance with the terms and conditions therein. The Forward

Purchase Agreement provides that the Seller will be prepaid an aggregate cash amount (the “Prepayment Amount”) equal to (i)

the number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial

Price”). The Seller will be paid the Prepayment Amount on the earlier of (a) one (1) business day after the closing of the Business

Combination and (b) the date any assets from HVII’s trust account are disbursed in connection with the Business Combination. From

time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange

Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the

terms and conditions therein, the Seller may, in its sole discretion, terminate the Transaction in whole or in part with respect to any

number of Shares by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”).

As of each OET Date, New ONE Nuclear will be entitled to receive from Seller, and Seller shall pay to New ONE Nuclear, an amount equal

to (a) the Initial Price (which may be reduced by mutual agreement of the Seller and New ONE Nuclear), multiplied by (b) the number of

Terminated Shares. The Forward Purchase Agreement maturity date will be the date that is 90 days after the closing of the Business Combination,

or such later date as agreed to in writing by the Seller and HVII or New ONE Nuclear, as applicable. At maturity, in exchange for the

return of the number of remaining Shares under the Forward Purchase Agreement, the Seller shall retain an amount equal to (i) the number

of Shares multiplied by (ii) the Initial Price. The Forward Purchase Agreement also provides New ONE Nuclear with a termination right

following the effectiveness of a resale registration statement on Form S-1 relating to a committed equity line of credit or similar financing

facility. The Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement,

subject to the terms and conditions thereof. The foregoing description of the Forward Purchase Agreement does not purport to be complete

and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, which is filed as Exhibit 10.1 hereto

and is incorporated herein by reference.

As

of the close of business on September 18, 2026, the redemption price was approximately $10.60 per share, and HVII shareholders had submitted

redemption requests (following redemption reversals) to redeem 18,796,132 Shares in connection with the Business Combination. The final

number of Shares to be redeemed, the aggregate redemption payment and the per-share redemption price cannot be determined until the closing

of the Business Combination.

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 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 the 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 on Form S-4, the proxy statement/prospectus

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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Number

Description

10.1

Forward

Purchase Agreement, dated September 22, 2026, by and among Hennessy Capital Investment Corp. VII, ONE Nuclear Energy LLC and

New Circle Capital Solutions LP.

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:

September 22, 2026

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Date:

September

22, 2026

To:

Hennessy

Capital Investment Corp. VII, a Cayman Islands exempted company (“SPAC”); following the Business Combination,

ONE Nuclear Energy Inc., a Delaware Corporation (collectively, the “Counterparty”).

Address:

From:

(i)

New Circle Capital Solutions LP (“Seller”)

Re:

Prepaid

Share Forward (the “Transaction”)

The

purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”)

entered into between Seller and the Counterparty on the Trade Date specified below. The term “Counterparty” refers

to SPAC until the Business Combination (as defined below), and to ONE Nuclear Energy Inc., a Delaware Corporation, following the Business

Combination. “Target” refers to ONE Nuclear Energy LLC, a Delaware limited liability company, prior to the Business

Combination. Certain terms of the Transaction shall be as set forth in this Confirmation, with additional terms as set forth in a Pricing

Date Notice (the “Pricing Date Notice”) in the form of Schedule A hereto. This Confirmation, together with

the Pricing Date Notice, constitutes a “Confirmation” and the Transaction constitutes a separate “Transaction”

as referred to in the ISDA Form (as defined below).

This

Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as

to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous

written or oral communications with respect thereto.

The

2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity

Definitions”, and with the Swap Definitions, the “Definitions”), each as published by the International

Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any inconsistency between the Definitions

and this Confirmation, this Confirmation governs. If, in relation to the Transaction, there is any inconsistency between the ISDA Form,

this Confirmation (including the Pricing Date Notice), the Swap Definitions and the Equity Definitions, the following will prevail for

purposes of such Transaction in the order of precedence indicated: (i) this Confirmation (including the Pricing Date Notice); (ii) the

Equity Definitions; (iii) the Swap Definitions; and (iv) the ISDA Form.

This

Confirmation, together with the Pricing Date Notice, shall supplement, form a part of, and be subject to an agreement in the form of

the 2002 ISDA Master Agreement (the “ISDA Form”) as if Seller and Counterparty had executed an agreement in such form

(but without any Schedule except as set forth herein under “Schedule Provisions”) on the Trade Date.

The

terms of the particular Transaction to which this Confirmation relates are as follows, and capitalized terms, as used herein and to the

extent not otherwise defined, shall have as their definitions the applicable terms described below:

General

Terms

Type

of Transaction:

Share

Forward Transaction

Trade

Date:

September

22, 2026

Pricing

Date:

The

date specified in the Pricing Date Notice.

Effective

Date:

One

(1) Settlement Cycle following the Pricing Date.

Valuation

Date:

The

date that is 90 days after the closing of the transactions between SPAC and Target (the “Business Combination”)

pursuant to the Business Combination Agreement, dated as of October 22, 2025 (as amended on March 31, 2026, June 1, 2026 and August

7, 2026, and as may be further amended, supplemented or modified from time to time, the “Business Combination Agreement”),

or such later date as agreed to in writing by the Seller and the Counterparty.

Pricing

Date Notice:

Seller

shall deliver to Counterparty the Pricing Date Notice no later than one (1) business day in which Nasdaq (as defined below) and commercial

banks in the City of New York are open for business (each such day an “Exchange Business Day”) following the closing

of the Business Combination. The Pricing Date Notice shall include the Number of Shares subject to this Confirmation.

Seller:

Seller.

Buyer:

Counterparty.

Shares:

Prior

to the closing of the Business Combination, the ordinary shares, par value $0.0001 per share, of Hennessy Capital Investment Corp.

VII, a Cayman Islands exempted company (Ticker: “HVII”) and after the Business Combination, the common stock,

par value $0.0001 per share, of ONE Nuclear Energy Inc. (Ticker: “ONEN”).

Number

of Shares:

The

Number of Recycled Shares, but in no event more than the Maximum Number of Shares. The Number of Shares is subject to reduction as

described under “Optional Early Termination”.

Recycled

Shares:

A

number of free trading Shares (such Shares referred to herein as the “Public Shares”) equal to the number of Shares

purchased by Seller from third parties (other than Counterparty) at a price no higher than the Initial Price; provided that Seller

shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions

by Seller in the Shares.” Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”)

in the initial Pricing Date Notice.

Maximum

Number of Shares:

5,000,000

Shares (the “Purchased Amount”).

Initial

Price:

The

Redemption Price (as defined in Article 53.4 of the Amended and Restated Memorandum and Articles of Association of SPAC, effective

as of January 13, 2025 (the “Amended and Restated Memorandum and Articles of Association”) (the “Redemption

Price”).

Reset

Price:

Initially

the Initial Price. The Reset Price may be reduced by mutual agreement of Counterparty and Seller.

Prepayment:

Payment

of the Prepayment Amount shall be made directly from the Counterparty’s Trust Account

maintained by Odyssey Transfer and Trust Company holding the net proceeds of the sale of

the units in Counterparty’s initial public offering (the “Trust Account”)

no later than the Prepayment Date.

Counterparty

shall provide (a) notice to Counterparty’s trustee of the entry into this Confirmation no later than one (1) Local Business

Day following the date hereof, with copy to Seller and Seller’s outside legal counsel, and (b) to Seller and Seller’s

outside legal counsel a final draft of the flow of funds from the Trust Account prior to the closing of the Business Combination

itemizing the Prepayment Amount due; provided that Seller shall be invited to attend any closing call in connection with the Business

Combination.

Prepayment

Amount:

At

the close of the Business Combination, the Counterparty will pay to the Seller an amount equal to (i) the Number of Shares, multiplied

by (ii) the Initial Price (“Prepayment Amount”).

Prepayment

Date:

The

earlier of (a) one (1) Local Business Day after the closing of the Business Combination and (b) the date any assets from the Trust

Account are disbursed in connection with the Business Combination.

Prepayment

Failure Sale:

If

the Expenses are not paid by the Prepayment Date, the Seller may sell Shares (“Prepayment Failure Sale Shares”)

until such time as the net proceeds of the sale of such Shares equals 150% of the Expenses (as defined below).

Variable

Obligation:

Not

applicable.

Redemptions:

Counterparty

shall promptly cause Odyssey Transfer and Trust Company to accept any redemption reversal requests in connection with purchases of

Shares by Seller for any Public Shares subject to this Confirmation.

Exchange(s):

The

Nasdaq Stock Market LLC (“Nasdaq”).

Related

Exchange(s):

All

Exchanges.

Reimbursement

of Legal Fees and Other Expenses:

Concurrently

with the payment of Prepayment Amount,

Counterparty shall pay to Seller an amount equal to (a) $25,000 for attorney fees and expenses,

and (b) reasonable and documented expenses actually incurred in connection with the acquisition

of the Public Shares consistent with expenses customarily incurred in transactions of this

type (the “Expenses”), which amount shall be paid from the proceeds of

the Business Combination.

Settlement

Terms

Settlement

Method Election:

Not

Applicable.

Settlement

Method:

Physical

Settlement.

Settlement

Currency:

USD.

Settlement

Date:

Two

(2) Exchange Business Days following the Valuation Date.

Excess

Dividend Amount:

Ex

Amount.

Optional

Early Termination

From

time to time and on any Exchange Business Day following the closing of the Business Combination (any such date, an “OET

Date”), and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction

in whole or in part with respect to any number of Shares by giving notice of such termination and the specified number of Shares

(such quantity, the “Terminated Shares”). As of each OET Date, Counterparty shall be entitled to an amount from

Seller, and the Seller shall pay to Counterparty, an amount equal to the then in effect Reset Price, multiplied by the number of

Terminated Shares. The Number of Shares shall be reduced by the number of Terminated Shares.

The

remainder of the Transaction, if any, shall continue in accordance with its terms; provided that if the OET Date is also the stated

Valuation Date, the remainder of the Transaction shall be settled in accordance with the other provisions of “Settlement Terms”.

Maturity

Consideration:

At

Valuation Date, in exchange for the return of the Number of Shares (less the number of Terminated Shares and Prepayment Failure Sale

Shares, if any) to Counterparty, Seller shall retain an amount equal to (i) the Number of Shares (less the number of Terminated Shares,

if any) multiplied by (ii) the Initial Price.

Maturity

Settlement:

The

Seller will retain the Maturity Consideration from the Prepayment Amount; provided that Seller shall remit to Counterparty any amounts

then due and unpaid in respect of any Optional Early Terminations.

Share

Adjustments:

Method

of Adjustment:

Calculation

Agent Adjustment.

Extraordinary

Events:

Consequences

of Merger Events involving Counterparty:

Share-for-Share:

Calculation

Agent Adjustment.

Share-for-Other:

Cancellation

and Payment.

Share-for-Combined:

Component

Adjustment.

Tender

Offer:

Applicable;

provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by adding “, or of the outstanding

Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions

are hereby amended by adding “or Shares, as applicable,” after “voting Shares”.

Consequences

of Tender Offers:

Share-for-Share:

Calculation

Agent Adjustment.

Share-for-Other:

Calculation

Agent Adjustment.

Share-for-Combined:

Calculation

Agent Adjustment.

Composition

of Combined Consideration:

Not

Applicable.

Nationalization,

Insolvency or Delisting:

Cancellation

and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity

Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately

re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market, Nasdaq Capital Market or

the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination

of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded

or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Business

Combination Exclusion:

Notwithstanding

the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event,

Tender Offer, Delisting or any other Extraordinary Event hereunder.

Additional

Disruption Events:

(a)

Change

in Law:

Applicable;

provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the

avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)”

after the word “regulation” in the second line thereof.

(b)

Failure

to Deliver:

Not

Applicable.

(c)

Insolvency

Filing:

Applicable.

(d)

Hedging

Disruption:

Not

Applicable.

(e)

Increased

Cost of Hedging:

Not

Applicable.

(f)

Loss

of Stock Borrow:

Not

Applicable.

(g)

Increased

Cost of Stock Borrow:

Not

Applicable.

Determining

Party:

When

making any determination or calculation as “Determining Party,” Seller shall be bound by the same obligations relating

to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if Determining

Party were the Calculation Agent. For all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or

Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining

Party, in which case a Third Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining

Party.

Additional

Provisions:

Calculation

Agent:

Seller,

unless (i) an Event of Default, Potential Event of Default or Additional Termination Event has occurred and is continuing with respect

to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer

in the relevant market selected by Counterparty in its sole discretion will be the Calculation Agent. All calculations, determinations

and exercises of discretion by the Calculation Agent shall be made in good faith and in a commercially reasonable manner.

In

the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make

any determination) by the Calculation Agent, the Disputing Party shall have the right to require that the Calculation Agent have

such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the

dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be

jointly selected by the parties within one (1) Business Day after the Disputing Party’s exercise of its rights hereunder (once

selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). If the parties are unable to agree

on a Substitute Calculation Agent within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers

shall agree on a Third Party Dealer by the end of the subsequent Business Day. Such Third Party Dealer shall be deemed to be the

Substitute Calculation Agent. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered

to the Calculation Agent not later than the third Business Day following the Business Day on which the Calculation Agent notifies

the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute

Calculation Agent shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second

Business Day following the Substitute Calculation Agent’s appointment. The costs of such Substitute Calculation Agent shall

be borne by (a) the Disputing Party if the Substitute Calculation Agent substantially agrees with the Calculation Agent or (b) the

non- Disputing Party if the Substitute Calculation Agent does not substantially agree with the Calculation Agent. If, after following

the procedures in good faith and in a commercially reasonable manner within the specified time frames set forth above, a binding

determination is not achieved, the original determination of the Calculation Agent shall apply.

Non-Reliance:

Applicable.

Agreements

and Acknowledgements Regarding Hedging Activities:

Applicable.

Additional

Acknowledgements:

Applicable.

Collateral

Provisions:

Grant

of Security Interest:

None.

Collateral:

None.

Securities

Account:

None.

Securities

Intermediary:

None.

Perfection:

None

Schedule

Provisions:

Specified

Entity:

In

relation to both Seller and Counterparty for the purpose of: Section 5(a)(v) of the ISDA Form, Not Applicable Section 5(a)(vi) of

the ISDA Form, Not Applicable Section 5(a)(vii) of the ISDA Form, Not Applicable, and Section 5(b)(v) of the ISDA Form, Not Applicable

Cross-Default

The

“Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.

Credit

Event Upon Merger

The

“Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.

Automatic

Early Termination:

The

“Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party.

Termination

Currency:

United

States Dollars.

Additional

Termination Event:

Will

apply to Seller and to Counterparty. The occurrence of any of the following events shall constitute an Additional Termination Event

and, in each case, Seller and Counterparty shall each be an Affected Party:

(a)

The Business Combination Agreement is terminated prior to the closing of the Business Combination.

(b)

If it is, or, as a consequence of a change in law, regulation or interpretation, it becomes

or will become, unlawful for the Seller or Counterparty to perform any of its obligations

contemplated by the Transaction;

(c)

Upon the occurrence of any Material Adverse Change of the Counterparty that materially impairs

the Counterparty’s ability to perform its payment or delivery obligations under the

Transaction; and

(d)

At the Counterparty’s option following the effectiveness of a resale registration statement on Form S-1 filed by the Counterparty

relating to a committed equity line of credit or similar financing facility.

Notwithstanding

the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement

of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification”

shall survive any termination due to the occurrence of either of the foregoing Additional

Termination Events. For the avoidance of doubt, if the Business Combination is not consummated,

Target shall have no payment, reimbursement, indemnification or other monetary obligation

under this Confirmation or the ISDA Form. Upon any termination that occurs following the

closing of the Business Combination due to paragraph (b) above, Counterparty shall be obligated

to promptly accept for redemption all of Seller’s Shares in exchange for the Initial

Price, less any Prepayment Amount actually received. Except as set forth in the immediately

preceding sentence, in all other circumstances no further payments or deliveries shall be

due by either Seller to Counterparty or Counterparty to Seller in respect of the Transaction,

including without limitation in respect of any settlement amount, breakage costs or any amounts

representing the future value of the Transaction, and neither party shall have any further

obligation under the Transaction and, for the avoidance of doubt and without limitation,

no payments will have accrued or be due under Sections 2, 6 or 11 of the ISDA Form.

Material

Adverse Change:

Means

any change, event, or occurrence, that, individually or when aggregated with other changes,

events, or occurrences has had a materially adverse effect on the business, assets, financial

condition or results of operations of the Counterparty and its subsidiaries, taken as a whole;

provided, however, that no change, event, occurrence or effect arising out of or related

to any of the following, alone or in combination, shall be taken into account in determining

whether a Material Adverse Change pursuant has occurred: (i) acts of war (whether or not

declared), sabotage, military or para-military actions or terrorism, or any escalation or

worsening of any such acts, or changes in global, national or regional political or social

conditions; (ii) earthquakes, hurricanes, tornados, epidemics and pandemics declared by the

World Health Organization or any other reputable third party organization(including the COVID-19

virus) or other natural or man-made disasters; (iii) changes attributable to the public announcement

or pendency of the transactions contemplated herein (including the impact thereof on relationships

with customers, suppliers, employees or governmental authorities); (iv) changes or proposed

changes in law, regulations or interpretations thereof or decisions by courts or any governmental

authority; (v) changes or proposed changes in GAAP (or any interpretation thereof); (vi)

any downturn in general economic conditions, including changes in the credit, debt, securities,

financial, capital or reinsurance markets (including changes in interest or exchange rates

or the price of any security, market index or commodity), in each case, in the United States

or anywhere else in the world; (vii) events or conditions generally affecting the industries

and markets in which the Counterparty operates; (viii) any failure to meet any projections,

forecasts, estimates, budgets or financial or operating predictions of revenue, earnings,

cash flow or cash position, provided that this clause (viii) shall not prevent a determination

that any change, event, or occurrence underlying such failure (unless otherwise excluded

by the other clauses of this proviso) has resulted in a Material Adverse Change; or (ix)

any actions expressly required to be taken, or expressly required not to be taken, pursuant

to the terms hereof; provided, however, that if a change or effect related to clause (ii)

or clauses (iv) through (vii) disproportionately adversely affects the Counterparty and its

subsidiaries, taken as a whole, compared to other Persons operating in the same industry

as the Counterparty, then such incremental disproportionate adverse impact may be taken into

account in determining whether a Material Adverse Change has occurred.

Governing

Law:

New

York law (without reference to choice of law doctrine). Each party submits to the exclusive jurisdiction of the state and federal

courts located in the City and County of New York with respect to any action or proceeding arising out of or relating to the Transaction.

Credit

Support Document:

With

respect to Seller and Counterparty, None.

Credit

Support Provider:

With

respect to Seller and Counterparty, None.

Local

Business Days:

Seller

specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.

Counterparty

specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.

Representations,

Warranties and Covenants

1.

Each

of Counterparty and Seller represents and warrants to, and covenants and agrees with, the other as of the date on which it enters

into the Transaction that (in the absence of any written agreement between the parties that expressly imposes affirmative obligations

to the contrary for the Transaction):

(a)

Assessment

and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional

advice), and understands and accepts, the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes,

the risks of the Transaction.

(b)

Non-Public

Information. It is in compliance with Section 10(b) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”).

(c)

Investment

Company Act. It is not and, after giving effect to the Transaction, will not be required to register as an “investment

company” under, and as such term is defined in, the Investment Company Act of 1940, as amended.

(d)

Authorization.

The Transaction has been entered into pursuant to authority granted by its board of directors or other governing authority. It

has no internal policy, whether written or oral, that would prohibit it from entering into any aspect of the Transaction, including,

but not limited to, the purchase of Shares to be made in connection therewith.

(e)

Affiliate

Status. It is the intention of the parties hereto that Seller shall not be an “affiliate” (as such term is defined

in Rule 405 under the Securities Act) of the Counterparty as a result of the transactions contemplated hereunder

(f)

Tender

Offer Rules. Counterparty, Target and Seller each acknowledge that the Transaction has been structured, and all activity

in connection with the Transaction has been undertaken to comply with the requirements of all tender offer regulations applicable

to the Business Combination, including Rule 14e-5 under the Exchange Act.

(g)

Enforceability.

The Transaction, including the Confirmation, when executed and delivered by each of the parties, will constitute the valid and

legally binding obligation of each such party, enforceable against each of them in accordance with its terms, except (i) as limited

by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application

affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies.

(h)

Compliance

with Other Instruments and Law. The execution, delivery and performance of this Transaction, including the Confirmation,

and the consummation of the Transaction, will not result in any violation or default (i) of any provisions of its organizational

documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any

note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase

order to which it is a party or by which it is bound or (v) of any provision of any applicable federal or state statute, rule or

regulation, in each case (other than clause (i)), which would have a material adverse effect on it or its ability to consummate the

Transaction.

(i)

Tax

Characterization. Seller shall treat the Transaction as a derivative financial contract for U.S. federal income tax purposes,

and it shall not take any action or tax return filing position contrary to this characterization.

2.

Counterparty

represents and warrants to, and covenants and agrees with Seller as of the date on which it enters into the Transaction that:

(a)

Non-Reliance.

Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Seller is not making

any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction

under any accounting standards.

(b)

Solvency.

Counterparty is, and shall be as of the date of any payment or delivery by Counterparty under the Transaction, solvent and able to

pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on

the businesses in which it engages. Counterparty: (i) has not engaged in and will not engage in any business or transaction after

which the property remaining with it will be unreasonably small in relation to its business, (ii) has not incurred and does not intend

to incur debts beyond its ability to pay as they mature, and (iii) as a result of entering into and performing its obligations under

the Transaction, (a) it has not violated and will not violate any relevant state law provision applicable to the acquisition or redemption

by an issuer of its own securities and (b) it would not be nor would it be rendered “insolvent” (as such term is defined

under Section 101(32) of the Bankruptcy Code).

(c)

Public

Reports. As of the Trade Date, Counterparty is in material compliance with its reporting obligations under the Exchange Act,

and all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act,

when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in

any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact

required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading.

(f)

Waiver.

The Counterparty shall waive any violation of its “bulldog clause” set forth in Article 53.4 of the Amended and Restated

Memorandum and Articles of Association, and any other restrictions that would be caused by Seller entering into this Transaction.

(g)

Disclosure.

The Counterparty agrees to provide Seller a reasonable opportunity to review and comment on any public disclosure specifically relating

to Seller or the Transaction and shall ensure that such public disclosure, including the press release, Form 8-K or other filing

that announces the Transaction adequately discloses the material terms and conditions of the Transaction in form and substance reasonably

acceptable to Seller; provided that the Form 8-K shall be publicly filed on the same date that definitive transaction documents are

signed and it will contain disclosure of the final Redemption Price; provided that Counterparty shall retain final control over all

such disclosure and may make any disclosure it determines is required or appropriate under applicable law, SEC rules or Nasdaq requirements.

(h)

Regulation

M and Target Approvals. Counterparty is not on the Trade Date and agrees and covenants that it will not be on any date Seller

is purchasing shares that may be included in a Pricing Date Notice, engaged or engaging in a distribution, as such term is used in

Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the

exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Counterparty shall not, until the second scheduled trading

day immediately following dates referenced in the preceding sentence, engage in any such distribution.

(h)

No

conflicts. The execution and delivery by the Counterparty and Target of, and the performance by the Counterparty and the

Target of its obligations under, the Transaction and the Confirmation and the consummation of the transactions contemplated by the

Confirmation, including the payments and share issuances hereunder, do not and will not result in any breach or violation of or constitute

a default under (nor constitute any event which, with notice, lapse of time or both, would result in any breach or violation of or

constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to

require the repurchase, redemption or repayment of all or a part of such indebtedness under) (or result in the creation or imposition

of a lien, charge or encumbrance on any property or assets of the Counterparty, the Target or any of their respective subsidiaries

pursuant to) (i) any provision of applicable law, (ii) the organizational documents of any of the Counterparty, the Target or any

of their respective subsidiaries, (iii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of

indebtedness, or any license, lease, contract or other agreement or instrument binding upon the Counterparty, the Target or any of

their respective subsidiaries, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction

over the Counterparty, the Target or any of their respective subsidiaries, except, in the case of clauses (i), (iii) and (iv), for

any such breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be

expected to have a material adverse effect on the Counterparty’s or Target’s ability to perform its obligations under

the Confirmation, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is

required for the performance by the Counterparty or the Target of their respective obligations under the Confirmation, except for

any filings, notices, consents, approvals, authorizations or qualifications required under applicable federal or state securities

laws, the rules and regulations of the SEC or Nasdaq, or in connection with the Business Combination, or as have been obtained or

made. In addition, the Counterparty and Target covenant and agree not to enter into any agreement or other arrangement that would

prohibit, restrict or otherwise prevent the Counterparty from performing its obligations hereunder, including the making of any payment

or Share issuance to the Seller.

(i)

Satisfaction

of Closing Conditions. All conditions to the closing of the Transaction contained in the Business Combination Agreement have

been satisfied or waived.

3.

Seller

represents and warrants to, and covenants and agrees with Counterparty as of the date on which it enters into the Transaction and

each other date specified that:

(a)

Regulatory

Filings. It, together with each other person in the Seller Group (as defined in “Other Provisions” below), is

in compliance with all material regulatory filings relating to the Counterparty and the Transaction. Seller covenants that it will

make all regulatory filings that it is required by law or regulation to make with respect to the Transaction including, without limitation,

as may be required by Section 13 or Section 16 under the Exchange Act.

(b)

Shareholder

Vote. Seller agrees to not vote any Shares it holds as of the applicable record date in connection with the Business Combination

at any meeting of the Counterparty’s shareholders (or to provide a written consent for that purpose with respect to such Shares).

(c)

Private

Placement. Seller (i) is an “accredited investor” as such term is defined in Regulation D as promulgated under

the Securities Act, (ii) is entering into the Transaction for its own account without a view to the distribution or resale thereof

and (iii) understands that the assignment, transfer or other disposition of the Transaction has not been and will not be registered

under the Securities Act.

(d)

Shorting.

Seller represents that it has not previously engaged in any Short Sales in respect of the common stock of Target or Counterparty

and agrees not effect any Short Sales in respect of the Shares prior to the earlier of (a) the Valuation Date and (b) the cancellation

of the Transaction. “Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation

SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts,

options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange

Act) and similar arrangements (including on a total return basis).

(e)

Eligible

Contract Participant. Seller is an “eligible contract participant” under, and as defined in, the Commodity Exchange

Act (7 U.S.C. § 1a(18)) and CFTC regulations (17 CFR § 1.3).

Transactions

by Seller in the Shares

Seller

hereby waives the redemption rights (“Redemption Rights”) set forth in Counterparty’s Amended and Restated Memorandum

and Articles of Association in connection with the Business Combination with respect to the Public Shares subject to this Confirmation,

save for any redemption following the Additional Termination Events set out in (b) and (c) the Additional Termination Event section above.

For the avoidance of doubt, such waiver shall not limit any contractual rights or remedies of Seller expressly provided under this Confirmation

following the closing of the Business Combination. Any sale of Recycled Shares by Seller following the closing of the Business Combination

(other than a sale of Prepayment Failure Sale Shares) shall constitute an Optional Early Termination with respect to such Recycled Shares,

and Seller shall promptly deliver an OET Notice to Counterparty specifying the number of Recycled Shares so sold. Provided that Seller

complies with all of its other obligations hereunder, nothing contained herein shall otherwise limit any purchases or sales of Shares

by Seller.

No

Arrangements

Seller

and Counterparty each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Seller and Counterparty

with respect to any Shares, other than those set forth herein; (ii) Counterparty will not be entitled to any voting rights in respect

of any of the Shares underlying the Transaction; and (iii) Counterparty will not seek to influence Seller with respect to the voting

of any Hedge Positions of Seller consisting of Shares.

Wall

Street Transparency and Accountability Act

In

connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties

hereby agree that neither the enactment of WSTAA or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made

by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the date

of this Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify,

amend or supplement this Confirmation or the ISDA Form, as applicable, arising from a termination event, force majeure, illegality, increased

costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the ISDA Form.

Address

for Notices

Notice

to Seller:

New

Circle Capital Solutions LP

230

Park Ave, Suite 447

New

York, NY 10169

Attention:

Osman Ahmed

Email:

oa@newcirclecapital.com

With

a mandatory copy (which shall not constitute notice) to:

Loeb

& Loeb LLP

345

Park Avenue

New

York, NY 10154

Attn:

Giovanni Caruso

Telephone

No.: (212) 407-4866

Email:

gcaruso@loeb.com

Notice

to Counterparty:

If

prior to the Business Combination:

Hennessy

Capital Investment Corp. VII

195

US HWY 50, Suite 207

Zephyr

Cove, NV 89448

Attention:

Daniel Hennessy, Thomas Hennessy, and Nick Geeza

Email:

dhennessy@hennessycapitalgroup.com; thennessy@hennessycapitalgroup.com; ngeeza@hennessycapitalgroup.com

with

a copy to (but which shall not constitute notice):

Sidley

Austin LLP

One

South Dearborn

Chicago,

Illinois 60603

Attention:

Jeffrey Smith and Michael Heinz

Email:

jnsmith@sidley.com;

mheinz@sidley.com

If

following the Business Combination:

ONE

Nuclear Energy Inc.

700

S. Rosemary Ave, Suite 204

West

Palm Beach, FL 33401

Attention:

Richard Taylor and Kevin Dowd

Email:

rtaylor@onenuclearenergy.com; kdowd@onenuclearenergy.com

with

copies to (but which shall not constitute notice):

Rose

& Ward PLLC

680

North Lake Shore Drive, Suite110

Chicago

IL 60611

Attention:

dward@rosewardpllc.com

Email:

dward@rosewardpllc.com

Other

Provisions.

(a)

Rule

10b5-1.

(i)

Counterparty

represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity

in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the

price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or

sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty

has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction

or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply

with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”)

and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c).

(ii)

Counterparty

agrees that it will not seek to control or influence Seller’s decision to make any “purchases or sales” (within

the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter

into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects

of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1.

(iii)

Counterparty

acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance

with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the

generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall

be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification

or waiver shall be made at any time at which Counterparty, or any officer, director, manager or similar person of Counterparty is

aware of any material non-public information regarding Counterparty or the Shares.

(b)

[Reserved.]

(c)

Transfer

or Assignment. The rights and duties under this Confirmation may not be transferred or assigned by any party hereto without

the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following

sentence. If at any time following the closing of the Business Combination at which (i) the Section 16 Percentage exceeds 9.9%, or

(ii) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (i) or (ii), an

“Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction

to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that

no Excess Ownership Position exists, then Seller may designate any Exchange Business Day as an Early Termination Date with respect

to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess

Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction,

a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the

Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of

Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed

as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject

to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all

persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly

beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller

Group”) and (B) the denominator of which is the number of Shares outstanding.

The

“Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be

aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a

“Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty

that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively

owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined

by Seller in its sole discretion.

The

“Applicable Share Limit” means a number of Shares equal to (x) the minimum number of Shares that could give rise to

reporting or registration obligations or other requirements under Section 16 of the Exchange Act including obtaining prior approval from

any person or entity) of a Seller Person, or could result in an adverse effect on a Seller Person, under any Applicable Restriction,

as determined by Seller in its sole discretion, minus (y) 0.1% of the number of Shares outstanding.

(d)

Indemnification.

Counterparty agrees to indemnify and hold harmless Seller, its affiliates and its assignees and their respective directors,

officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from and

against any losses, claims, damages, liabilities and reasonable, documented out-of-pocket expenses incurred by or asserted against

such Indemnified Party to the extent arising out of or resulting from (i) any material breach by Counterparty of any representation,

warranty or covenant or other obligation under this Confirmation or the ISDA Form, (ii) Counterparty’s violation of applicable

law, gross negligence, willful misconduct or bad faith, or (ii) any material misstatement or omission in any regulatory filing made

by Counterparty relating to the Transaction, other than any misstatement or omission based upon information provided by or on behalf

of Seller or any of its affiliates. Notwithstanding the foregoing, Counterparty shall have no indemnification obligation to the

extent, and agrees that no Indemnified Party shall have any liability to Counterparty or any person asserting claims on behalf of or

in right of Counterparty in connection with or as a result of any matter referred to in this Confirmation except to the extent that,

any loss, claim, damage, liability or expense arises out of or results from (i) any material breach by Seller of any representation,

warranty, covenant or other obligation under this Confirmation or the ISDA Form, (ii) Seller’s violation of applicable law,

gross negligence, willful misconduct or bad faith, or (iii) the manner in which Seller purchases, sells or otherwise trades in any

Shares or other securities of Counterparty. Counterparty shall reimburse an Indemnified Party for its reasonable and documented

out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the defense of any

claim for which such Indemnified Party is entitled to indemnification hereunder; provided that such Indemnified Party shall promptly

reimburse Counterparty for any amounts advanced to the extent it is ultimately determined by a court of competent jurisdiction that

such Indemnified Party was not entitled to indemnification hereunder. Promptly after receipt by an Indemnified Party of notice of

any claim or proceeding for which indemnification may be sought hereunder, such Indemnified Party shall notify Counterparty in

writing thereof; provided that failure to provide such notice shall not relieve Counterparty of its obligations hereunder except to

the extent Counterparty is materially prejudiced thereby. Counterparty shall be entitled to assume and control the defense of any

such claim or proceeding with counsel reasonably satisfactory to the Indemnified Party, and no settlement that imposes any liability

or obligation on, or contains any admission of wrongdoing by, an Indemnified Party may be entered into without such Indemnified

Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. If for any reason the foregoing

indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty

shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such

loss, claim, damage or liability.

(e)

Amendments

to Equity Definitions.

(i)

Section

11.2(a) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with the

word “an” and adding the phrase “or such Transaction” at the end thereof;

(ii)

The

first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows: ‘(c)

If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related Confirmation of a Share Option

Transaction or Share Forward Transaction, then, following the announcement or occurrence of any Potential Adjustment Event, the Calculation

Agent will determine whether such Potential Adjustment Event has an economic effect on the Transaction and, if so, will (i) make

appropriate adjustment(s), if any, to any one or more of:’ and the portion of such sentence immediately preceding clause (ii)

thereof is hereby amended by deleting the words “diluting or concentrative”.

(iii)

Section

11.2(e)(vii) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with

the word “an” and (ii) adding the phrase “or the relevant Transaction” at the end thereof;

(iv)

Section

12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or” after

the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof

and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through

(9) of the ISDA Form with respect to that Issuer”;

(v)

Section

12.6(c)(ii) of the Equity Definitions is hereby amended by replacing the words “the Transaction will be cancelled,” in

the first line with the words “Seller will have the right, which it must exercise or refrain from exercising, as applicable,

in good faith acting in a commercially reasonable manner, to cancel the Transaction,”; and

(vi)

Section

12.9(b)(i) of the Equity Definitions is hereby amended by (i) replacing “either party may elect” with “Seller may

elect” and (ii) replacing “notice to the other party” with “notice to Counterparty” in the first sentence

of such section.

(f)

Waiver

of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by

jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent

or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit,

action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to

enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.

(g)

Attorney

and Other Fees. In the event of any legal action initiated by any party arising under or out of, in connection with or in

respect of, this Confirmation or the Transaction, the prevailing party shall be entitled to reasonable and documented attorneys’

fees, costs and expenses incurred in such action, as determined and fixed by the court.

(h)

Tax

Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its

employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment

and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to

Counterparty relating to such tax treatment and tax structure.

(i)

Securities

Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be (a) a “securities contract”

as defined in the Bankruptcy Code, in which case each payment and delivery made pursuant to the Transaction is a “termination

value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy

Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, and (b) a “swap agreement”

as defined in the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination

value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy

Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other

transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and the parties hereto to be entitled

to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy

Code, (ii) a party’s right to liquidate, terminate and accelerate the Transaction and to exercise any other remedies upon the

occurrence of any Event of Default under the ISDA Form with respect to the other party to constitute a “contractual right”

as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to otherwise

constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy

Code.

(j)

Process

Agent. For the purposes of Section 13(c) of the ISDA Form:

Seller

appoints as its Process Agent: None

Counterparty

appoints as its Process Agent: None.

[Signature

page follows]

Please

confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it

to us at your earliest convenience.

Very

truly yours,

New

Circle Capital Solutions LP

By:

/s/

Osman H Ahmed

Name:

Osman

H Ahmed

Title:

Managing

Partner

Agreed

and accepted by:

Hennessy

Capital Investment Corp. VII

By:

/s/

Daniel J. Hennessy

Name:

Daniel

J. Hennessy

Title:

Chief

Executive Officer

ONE

Nuclear Energy LLC

By:

/s/

Kevin Dowd

Name:

Kevin

Dowd

Title:

Chief

Operating Officer

SCHEDULE

A

FORM

OF PRICING DATE NOTICE

Date:

[*],

2026

To:

Hennessy

Capital Investment Corp. VII, a Cayman Islands exempted company (“Counterparty”)

Address:

Phone:

From:

New

Circle Capital Solutions LP (“Seller”)

Re:

OTC

Equity Prepaid Forward Transaction

1.

This

Pricing Date Notice supplements, forms part of, and is subject to the Confirmation Re: Prepaid Share Forward Transaction, dated as

of September 22, 2026 (the “Confirmation”), between Counterparty and Seller, as amended and supplemented

from time to time. All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below.

2.

The

purpose of this Pricing Date Notice is to confirm certain terms and conditions relating to the transaction described in the Confirmation.

Pricing

Date: [*] , 2026

Number

of Shares:[____]

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