{"url_path":"/sec/hviiu/8-k/2026-06-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1846416/0001493152-26-026878-index.html","accession_number":"0001493152-26-026878","cik":"0001846416","ticker":"HVII","issuer_name":"Hennessy Capital Investment Corp. VII","edgar_url":"https://www.sec.gov/Archives/edgar/data/1846416/0001493152-26-026878-index.html","primary_entity_key":"0001846416","primary_entity_name":"Hennessy Capital Investment Corp. VII"},"word_count":1591,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nAs\npreviously reported, (i) on October 22, 2025, Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability\n(“HVII”), Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII (“Merger\nSub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”), entered into a business combination\nagreement (as amended on March 31, 2026, the “Business Combination Agreement”), pursuant to which the parties thereto will\nenter into a business combination transaction (the “Business Combination”), and (ii) on December 19, 2025, ONE Nuclear issued\na promissory note (as amended on March 31, 2026, the “Promissory Note”) to HVII for loan advances up to an aggregate principal\namount of $300,000, solely to pay expenses incurred in connection with third-party legal, accounting, and audit services.\n\n \n\nOn\nJune 1, 2026, HVII, Merger Sub and ONE Nuclear entered into an amendment to the Business Combination Agreement and Promissory Note (the\n“Second Omnibus Amendment”). The Second Omnibus Amendment (a) extends (i) the outside date for consummating the Business\nCombination from June 30, 2026 to August 15, 2026, and (ii) the maturity date of the Promissory Note from June 30, 2026 to August 15,\n2026 and (b) increases the maximum aggregate principal amount of loan advances under the Promissory\nNote from $300,000 to\n$316,975.\n\n \n\nThe\nforegoing description of the Second Omnibus Amendment does not purport to be complete and is qualified in its entirety by the full text\nof the Amendment filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein\nby reference.\n\n \n\n************\n\n \n\n**Important\nInformation for Investors and Stockholders**\n\n \n\nIn\nconnection with the Business Combination, HVII and ONE Nuclear, as co-registrant, have filed with the SEC a registration statement on\nForm S-4 (the “Registration Statement”), which includes a prospectus with respect to the securities to be issued in connection\nwith the Business Combination and a proxy statement to be distributed to holders of HVII’s ordinary shares in connection with HVII’s\nsolicitation of proxies for the vote by HVII’s shareholders with respect to the Business Combination and other matters described\nin the Registration Statement (the “Proxy Statement”). After the SEC declares the Registration Statement effective, HVII\nplans to file the definitive Proxy Statement with the SEC and to mail copies to HVII’s shareholders as of a record date to be established\nfor voting on the Business Combination.\n\n \n\nThis\nCurrent Report does not contain all the information that should be considered concerning the Business Combination and is not a substitute\nfor the Registration Statement, the Proxy Statement or for any other document that HVII may file with the SEC. Before making any investment\nor voting decision, investors and security holders of HVII and ONE Nuclear are urged to read the Registration Statement and the Proxy\nStatement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC\nin connection with the Business Combination as they become available because they will contain important information about ONE Nuclear,\nHVII and the Business Combination.\n\n \n\n2\n\n \n\n \n\nInvestors\nand security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents\nfiled or that will be filed with the SEC by HVII through the website maintained by the SEC at www.sec.gov. In addition, the documents\nfiled by HVII may be obtained free of charge from HVII’s website at https://www.hennessycapital7.com or by directing an email request\nto info@hennessycapitalgroup.com. The information contained on, or that may be accessed through, the websites referenced in this Current\nReport is not incorporated by reference into, and is not a part of, this Current Report.\n\n \n\n**Participants\nin the Solicitation**\n\n \n\nHVII,\nONE Nuclear and their respective directors, executive officers and other members of management and employees may, under the rules of\nthe SEC, be deemed to be participants in the solicitations of proxies from HVII’s shareholders in connection with the Business\nCombination. For more information about the names, affiliations and interests of HVII’s directors and executive officers, please\nrefer to HVII’s Annual Report on Form 10-K filed with the SEC on March 6, 2026, and the Registration Statement, the Proxy Statement\nand other relevant materials filed with the SEC in connection with the Business Combination from time to time. Additional information\nregarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases,\nbe different than those of HVII’s shareholders generally, are included in the Registration Statement and the Proxy Statement. Shareholders,\npotential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully before making\nany voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report contains forward-looking statements, including but not limited to statements regarding ONE Nuclear’s and HVII’s\nexpectations, beliefs, intentions, strategies, and projections. All statements other than statements of historical facts contained in\nthis Current Report are forward-looking statements. These statements are based on current expectations and assumptions and are subject\nto risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,”\n“expect,” “intend,” “may,” “plan,” “project,” “should,” “will,”\nand similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these\nidentifying words, and the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include,\nwithout limitation, ONE Nuclear’s management team’s expectations concerning the outlook for its business, productivity, plans,\ngrowth and capital investments, operational and cost performance, revenue generation, development timelines, potential generation capacities\nof specific sites, regulatory outlook, future market conditions, success of strategic relationships, developments in the capital and\ncredit markets, expected future financial performance, as well as demand for nuclear energy and the economic outlook for the nuclear\nenergy industry.\n\n \n\nForward-looking\nstatements speak only as of the date of this Current Report and are based on ONE Nuclear’s and HVII’s current beliefs and\nassumptions. ONE Nuclear and HVII undertake no obligation to update or revise any forward-looking statements, whether as a result of\nnew information, future events, or otherwise, except as required by law. Actual results may differ materially due to various risks and\nuncertainties, including but not limited to: (1) the risk that the Business Combination may not be completed in a timely manner or at\nall, which may adversely affect the price of HVII’s securities; (2) the failure to satisfy the conditions to the consummation of\nthe Business Combination, including the adoption of the definitive agreements related to the Business Combination by the shareholders\nof HVII and the receipt of certain regulatory approvals; (3) market risks; (4) the occurrence of any event, change or other circumstance\nthat could give rise to the termination of the Business Combination Agreement; (5) changes in transaction structure of the Business Combination\ndue to regulatory or legal requirements; (6) the ability to meet listing standards; (7) the effect of the announcement or pendency of\nthe Business Combination on ONE Nuclear’s business relationships, performance, and business generally; (8) failure to realize anticipated\nbenefits from the Business Combination; (9) the outcome of any legal proceedings that may be instituted against ONE Nuclear or HVII related\nto the Business Combination Agreement or the Business Combination; (10) ONE Nuclear’s ability to execute on its business plan and\nto develop and maintain key strategic relationships and enter into definitive agreements in connection therewith; (11) competition in\nONE Nuclear’s industry; (12) transaction-related costs; (13) the risk that changes in laws or regulations adversely affect ONE\nNuclear’s business plans and operations; (14) adverse economic or competitive conditions; (15) the level of redemptions by HVII\nshareholders in connection with the Business Combination; (16) the risk that ONE Nuclear may not be able to successfully develop its\nexclusive sites or other sites and the commercial viability of any such site; (17) the risk that ONE Nuclear will be unable to raise\nadditional capital to execute its business plan, which may not be available on acceptable terms or at all; and (18) other risks and uncertainties\ndescribed in HVII’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026,\nand other filings with the SEC, including the Registration Statement, the Proxy Statement and other relevant materials filed with the\nSEC in connection with the Business Combination from time to time. The foregoing list is not exhaustive, and there may be additional\nrisks that neither HVII nor ONE Nuclear presently know or that HVII and ONE Nuclear currently believe are immaterial. ONE Nuclear and\nHVII caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information\ncurrently available as of the date a forward-looking statement is made.\n\n \n\n3\n\n \n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\nCurrent Report shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act. This Current Report shall\nnot constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or\na solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction\nin which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Business\nCombination shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom."}