ONE Nuclear Energy debuts on Nasdaq after closing Hennessy VII SPAC merger; 108.26M shares outstanding

Hennessy Capital Investment Corp. VII

Business Combination closed Sept 23, 2026; 94,253,842 shares issued to ONE Nuclear Members, valued at $1.00B divided by $10.609647 per share.
Redemptions: 13,809,029 HVII public shares redeemed at ~$10.61 each ($146.5M); only ~$1.7M was left in the trust. New Circle Capital bought 4,987,103 previously-redeemed shares.
Earnout: up to 13.0M additional shares vest in thirds if ONEN's price reaches $12.50, $15.00 and $17.50 per share.
B. Riley fee is $12.0M: $4.0M in stock plus $8.0M cash; 65% of committed equity facility proceeds go to B. Riley until the Cash Fee is paid. B. Riley Note matures Dec 31, 2026, at up to $276,749.38.
A&R Registration Rights Agreement requires a resale registration statement filing within 30 days. Lock-ups run 6 months from closing, or earlier if ONEN holds $11.00 for 20 of 30 trading days.

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