ONE Nuclear Energy Goes Public as SPAC Deal Closes; Stock Jumps 22%

What happened

ONE Nuclear Energy Inc. began trading on the Nasdaq Capital Market on September 24, 2026 under the ticker symbol ONEN, according to a Form 8-K filed with the Securities and Exchange Commission on September 29. The shares closed at $2.62 on the day of the filing, up 21.86% from $2.15 the day before, according to the price data.

The listing follows the completion of a business combination between Hennessy Capital Investment Corp. VII, a special purpose acquisition company, and ONE Nuclear Energy, LLC, a Delaware limited liability company. The companies signed the original combination agreement on October 22, 2025, and amended it three times, on March 31, June 1 and August 7, 2026, the filing says. The closing occurred on September 23, 2026.

As part of the closing, Hennessy Capital was renamed ONE Nuclear Energy Inc. and converted from a Cayman Islands company into a Delaware corporation, a process the filing calls "domestication." The company's headquarters moved to West Palm Beach, Florida, from Zephyr Cove, Nevada.

The company issued 94,253,842 shares of common stock to the former members of ONE Nuclear Energy, LLC as merger consideration. That figure was calculated by dividing $1.00 billion by $10.609647 per share, the redemption price of the SPAC's public shares. After all share conversions and issuances, 108,258,979 shares of common stock were outstanding, the filing says.

The redemptions

Ahead of the closing, holders of 13,809,029 Hennessy Capital public shares asked to have their shares redeemed for a pro rata portion of the company's trust account, at approximately $10.61 per share, or $146.5 million in total. That is a standard feature of SPAC deals: investors who do not want to stay invested in the merged company can redeem their shares for cash held in trust.

To limit that outflow, Hennessy Capital and ONE Nuclear entered into a forward purchase agreement on September 22, 2026 with New Circle Capital Solutions LP, which bought 4,987,103 public shares that had already been submitted for redemption. Those redemption requests were then reversed, the filing says.

After the redemptions and the New Circle purchases, 5,190,971 public shares remained outstanding and about $1.7 million was left in the trust account, which was used to partially fund the business combination.

What this means

A Form 8-K is the report a US-listed company must file when investors should know about a material event — here, the completion of a merger that turned a shell company into an operating public company. The filing checks nearly every item on the form, from the entry into material agreements (Item 1.01) to the completion of the acquisition (Item 2.01) and the change in control (Item 5.01).

The deal structure is a SPAC merger, sometimes called a reverse merger. Hennessy Capital was a blank-check company: a publicly traded shell with no operations, formed to raise money in an initial public offering and later merge with a private business. The cash raised sits in a trust account until shareholders vote on a target. When the merger closes, the private company's owners receive shares in the public shell, and the shell usually takes the target's name and ticker — as happened here, with Hennessy Capital becoming ONE Nuclear Energy Inc.

The merger consideration was set in stock, not cash. The 94,253,842 shares issued to ONE Nuclear's members were calculated by dividing a $1.00 billion valuation by $10.609647 — the redemption price of the SPAC's public shares, which is effectively the cash value of one share held in the trust account. The filing does not state why that figure was used as the divisor.

The former owners of ONE Nuclear can receive up to 13.0 million additional shares as contingent consideration, called Earnout Shares. One-third of those shares become issuable if the stock's closing price reaches $12.50, another third at $15.00 and the final third at $17.50. Such earnouts are common in SPAC deals as a way to tie extra payouts to post-merger stock performance.

Trading in the new common stock began on Nasdaq on September 24, 2026. The 8-K does not explain the stock's 21.86% move on the filing date, and the price data alone cannot establish a cause.

The company also signed several agreements at closing that are typical of a newly public company. Under an amended registration rights agreement, ONE Nuclear must file a registration statement within 30 days to register shares held by certain shareholders for resale, allowing those holders to sell into the public market. Lock-up agreements bar certain former Hennessy Capital shareholders and ONE Nuclear members from selling their shares for at least six months after closing, unless the stock trades at or above $11.00 for 20 days in a 30-day window. Indemnification agreements commit the company to cover legal expenses for its directors and officers.

One agreement goes beyond housekeeping: ONE Nuclear's engagement letter with B. Riley Securities was amended and restated, setting B. Riley's fee for the business combination at $12.0 million — $4.0 million payable in stock and $8.0 million in cash after closing. The filing says ONE Nuclear must enter into a committed equity facility with B. Riley or its affiliate and, subject to the agreement's terms, pay B. Riley 65% of the net proceeds from that facility until the cash fee is paid. A committed equity facility is an arrangement in which an investor agrees to buy newly issued shares over time, giving the company a way to raise capital on demand.

The filing does not describe ONE Nuclear's operations or the number of employees beyond identifying its industry as electric services. Readers wanting detail on the business should consult the proxy statement/prospectus the company filed on August 3, 2026, which the 8-K incorporates by reference.