ONE Nuclear (ONEN) Sponsor HC VII Exercises/Converts Derivatives

What Happened

• HC VII Sponsor LLC (the SPAC sponsor) reported multiple exercise/conversion transactions (transaction code M) on 2026-09-23 tied to the company’s Merger/Domestication. The filings show the sponsor acquired 5,203,333 and 41,666 shares (total 5,244,999) and disposed of 5,203,333 and 500,000 shares (total 5,703,333). The disposed shares are reported with $0 consideration, indicating conversions, cancellations or similar non‑cash corporate actions rather than market sales.

Key Details

• Transaction date: 2026-09-23 (period of report: 2026-09-23). Transaction code: M = exercise/conversion of derivative.
• Shares acquired: 5,203,333 and 41,666 (total 5,244,999). Purchase price: N/A (conversion).
• Shares disposed: 5,203,333 and 500,000 (total 5,703,333). Sale/consideration: $0 — listed as derivative dispositions (likely conversion/forfeiture/cancellation).
• Net change reported on the filing: -458,334 shares (5,244,999 acquired minus 5,703,333 disposed).
• Shares owned after transaction: not specified in the data provided in this filing.
• Timeliness: Filing shows the same report and filing date (2026-09-23); no late‑filing flag noted.
• Reporting party: HC VII Sponsor LLC. Footnotes note that Hennessy Capital Group LLC is the sponsor’s manager and Daniel J. Hennessy and Thomas D. Hennessy may be deemed beneficial owners of the sponsor’s holdings (they disclaim ownership where no pecuniary interest exists).

Context

• The footnotes explain these actions occurred in connection with the October 22, 2025 Merger Agreement, the domestication of the predecessor SPAC into ONE Nuclear Energy Inc., automatic conversions of Class A/B ordinary shares and predecessor rights into successor common shares, and subsequent surrender/exchange of rights. Those corporate steps can produce exercise/conversion (M) entries recorded at $0 because they reflect internal conversions or cancellations rather than cash purchases or market sales.
• For retail investors: these entries reflect corporate restructuring and sponsor-related conversions rather than open‑market buying or selling that would indicate direct insider sentiment.