ONE Nuclear Energy Inc. Completes Business Combination; Files 8‑K

What Happened

• ONE Nuclear Energy Inc. (ONEN) filed an 8‑K on Sept 29, 2026 reporting the closing of its business combination and domestication effective Sept 23, 2026. The combined company’s common stock now trades on Nasdaq under the ticker ONEN and ONE Nuclear succeeded to Hennessy Capital Investment Corp. VII’s registration status.
• At closing the company adopted new governance documents (certificate/bylaws), a new code of business conduct and ethics, appointed its board and executive team (Richard Taylor as CEO & Chair; Ann Anthony as CFO; Robert Carilli as Chief Strategy Officer; Kevin Dowd as COO), and entered several material agreements including an Amended & Restated Registration Rights Agreement, Lock‑Up Agreements, director/officer Indemnification Agreements, and an engagement letter amendment with B. Riley.

Key Details

• Registration rights: New ONE Nuclear must file a resale registration statement within 30 days after the Closing and will use reasonable best efforts to get it declared effective; holders have up to three demand registrations and three underwritten offerings (subject to limits) and unlimited piggyback rights.
• B. Riley fees and financing: B. Riley’s total fee for the Business Combination is $12.0M — $4.0M payable in New ONE Nuclear common stock (equity fee) and $8.0M payable in cash — and the company must enter a committed equity facility (CEF) with B. Riley or an affiliate; proceeds from the CEF will be applied to pay B. Riley per the engagement letter terms.
• Debt amendment: Amendment No. 7 to the B. Riley promissory note (dated Sept 23, 2026) reflects a $100,000 partial repayment, raises the maximum advances to $276,749.38, resets the monthly commitment fee to $9,224.98, and extends the maturity to Dec 31, 2026.
• Lock‑ups and ownership: Certain pre‑closing holders agreed to standard lock‑ups that generally expire on the earlier of six months post‑closing, an $11.00 per‑share price test (20 trading days within any 30‑day period), or a qualifying change‑of‑control. Immediately after closing there were 108,258,979 shares outstanding; insiders (all execs and directors as a group) beneficially own 96,458,553 shares (89.1%).

Why It Matters

• The company is now a public reporting issuer as ONE Nuclear Energy Inc. (ONEN) with defined resale mechanics for investors and service providers via the registration rights agreement. The B. Riley engagement and CEF terms affect near‑term capital raising and how proceeds will be allocated (including priority to repay the B. Riley note), which can influence available cash for operations or growth.
• Lock‑ups and the high insider ownership concentration (about 89% held by officers and directors as reported) mean limited immediate public float and restricted insider selling for the initial post‑closing period, both of which are relevant to liquidity and share supply for retail investors.
• Governance steps—board and executive appointments, indemnification agreements, and a published code of conduct—establish the company’s public‑company framework; investors should review the filing and the company’s upcoming registration statements for resale, and its financial statements and MD&A (incorporated by reference) for detailed financial condition and near‑term plans.