SCHEDULE: Investor Group Acquires 4.6% Stake in ONE Nuclear Energy

NCCS Management, LLC and affiliated entities have disclosed beneficial ownership of 4,987,103 shares, representing 4.6% of ONE Nuclear Energy Inc. following its business combination.

Summary

• NCCS Management, LLC, along with its affiliates New Circle Capital Solutions LP, NCCS GP, LLC, Walter V. Arnold, and Osman H. Ahmed, have filed a Schedule 13D.
• This filing confirms their beneficial ownership of 4,987,103 shares of ONE Nuclear Energy Inc. (f/k/a Hennessy Capital Investment Corp. VII) common stock.
• This ownership stake represents approximately 4.6% of the outstanding shares as of September 23, 2026.
• The shares were acquired on September 23, 2026, through a Forward Purchase Agreement for approximately $52.86 million.
• The acquisition occurred in connection with ONE Nuclear Energy Inc.'s business combination with ONE Nuclear Energy LLC, which closed on September 23, 2026.
• The reporting persons have shared voting and dispositive power over these shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily due to the confirmation of a significant investment stake post-business combination, but lacking new operational or financial performance data.

Positives

• Confirmation of a substantial investment (4.6%) in ONE Nuclear Energy Inc. by a dedicated investment group.
• The acquisition was funded through the Fund's working capital and a subsequent prepayment from the Issuer, indicating a solid financial backing for the investment.
• The Forward Purchase Agreement served as a financing pathway, supporting the Issuer's business combination.

Negatives

• The filing does not provide any new operational or financial performance data for ONE Nuclear Energy Inc., as it is primarily a disclosure of ownership.
• The reporting persons' ownership stake decreased to below 5% immediately following the business combination's closing.

Risks

• The reporting persons reserve the right to acquire additional securities or sell their current holdings, which could impact share price and market stability.
• Future borrowing by the reporting persons, potentially using the acquired shares as collateral, could introduce leverage risk.

Future Outlook

The reporting persons have no current plans or proposals that would lead to any of the actions described in Item 4 of Schedule 13D. However, they reserve the right to acquire additional securities, sell existing holdings, or pursue other plans based on market conditions, the Issuer's performance, and other relevant factors.

Management Comments

• This report shall not be deemed an admission that the Reporting Persons are beneficial owners of Common Stock for purposes of Section 13 of the Exchange Act 1934, as amended, or for any other purpose.
• Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of the Reporting Person's pecuniary interest therein.

Industry Context

StockSavvy.ai notes that this filing is typical for a Schedule 13D following a business combination, particularly one involving a SPAC (Special Purpose Acquisition Company) like Hennessy Capital Investment Corp. VII. The acquisition of shares via a forward purchase agreement by an investment manager is a common strategy to ensure financing and stabilize ownership post-merger.

Related Party Transactions

• The acquisition of shares was made pursuant to a Forward Purchase Agreement entered into by the Fund (a reporting person) with HVII and ONE Nuclear Energy LLC.

Stakeholder Impact

• Shareholders: The acquisition and potential future transactions by the reporting persons could influence share price and market liquidity.
• Creditors: The financial stability of ONE Nuclear Energy Inc., supported by the investment, may indirectly impact creditors.
• Management: The disclosure confirms a significant shareholder group, which may influence future corporate governance discussions.

Next Steps

• The reporting persons may, from time to time, acquire additional shares of Common Stock or other securities of the Issuer.
• The reporting persons may sell some or all of the securities they currently hold or may acquire in the future.
• The reporting persons reserve the right to change their intentions and pursue plans related to the Issuer's securities.

Key Dates

Keywords

ONE Nuclear Energy, Schedule 13D, NCCS Management, New Circle Capital Solutions, Business Combination, Forward Purchase Agreement, Investment, Ownership Stake