Hennessy Capital Investment Corp VII-A美股招股说明书(2026-08-03版)

HENNESSY CAPITAL INVESTMENT CORP. VII 195 US Hwy 50, Suite 207Zephyr Cove, Nevada 89448 Dear Hennessy Capital Investment Corp. VII Shareholders: Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (“HVII”), cordially invites you toattend an extraordinary general meeting of shareholders (the “extraordinary general meeting”) to consider matters related to the proposedBusiness Combination (as defined and described below). The extraordinary general meeting will be held on August 24, 2026, at 12:00 p.m.,Eastern time, or at such other time and such other date to which the extraordinary general meeting may be adjourned or postponed, via a virtualmeeting. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (i.e., thoseholding shares in a stock brokerage account or by a bank or other nominee) will need to follow the instructions applicable to them provided inthe accompanying proxy statement/prospectus. Overview of the Business Combination and Domestication On October 22, 2025, HVII, Solis Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HVII(“Merger Sub”), and ONE Nuclear Energy LLC, a Delaware limited liability company (“ONE Nuclear”), entered into the BusinessCombination Agreement, dated as of October 22, 2025 (as may be amended or supplemented from time to time, the “Business CombinationAgreement”). ONE Nuclear is an independent developer of large-scale energy solutions powered by natural gas and advanced nuclear smallmodular reactor (SMR) technologies. Pursuant to the terms of the Business Combination Agreement, among other things, at the closing of the transactions contemplated thereby(the “Closing,” and the date on which the Closing occurs, the “Closing Date”) and following the Domestication (as defined below), Merger Subwill merge with and into ONE Nuclear (the “Merger”), with ONE Nuclear being the surviving company of the Merger. The Merger and theother transactions described in the Business Combination Agreement are collectively referred to as the “Business Combination.” Following theClosing, ONE Nuclear will be a direct wholly-owned subsidiary of HVII, and HVII will be renamed “ONE Nuclear Energy Inc.” (HVII as ofand following the Merger, “New ONE Nuclear”). The aggregate consideration to be paid to the members of ONE Nuclear (the “ONE Nuclear Members”) at the Closing will be in the formof stock, comprised of newly issued shares of common stock of New ONE Nuclear, par value $0.0001 per share (“New ONE Nuclear CommonStock”). Pursuant to a formula set forth in the Business Combination Agreement, the number of shares to be issued at the Closing will becalculated by dividing $1.00 billion (the “Base Purchase Price”) by the Redemption Price (as defined below). For example, based on theestimated per share redemption price as of March 31, 2026 of approximately $10.45 per HVII Public Share, the total number of shares of NewONE Nuclear Common Stock to be issued as consideration to the ONE Nuclear Members would be 95,693,779 shares of New ONE NuclearCommon Stock, which will represent the net deficit of ONE Nuclear ($1.8 million as of March 31, 2026). ONE Nuclear is a development stagecompany, with nominal assets, no operating history or revenue to date and no developments currently under construction, and investors andpotential investors should consider the financial constraints, uncertainties and risks described in the section of this proxy statement/prospectusentitled “Risk Factors — Risks Related to ONE Nuclear’s Business and Industry.” In addition, the ONE Nuclear Members will be entitled toreceive up to an aggregate of 13.0 million additional shares of New ONE Nuclear Common Stock (“Earnout Shares”) in contingentconsideration, subject to the achievement of certain New ONE Nuclear Common Stock share price milestones (e.g., one-third of the EarnoutShares are issuable when the closing price of New ONE Nuclear Common Stock equals or exceeds $12.50, $15.00 and $17.50 per share),subject to certain conditions and limitations. See “The Business Combination Agreement — Consideration; Conversion of Securities —Company Earnout” for further information on the contingent consideration payable to the ONE Nuclear Members. On the Closing Date prior to Closing, (a) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of HVII(each an “HVII Class B Ordinary Share”) will convert (the “Sponsor Share Conversion”) automatically, on a one-for-one basis, into one ClassA ordinary share, par value $0.0001 per share, of HVII (each an “HVII Class A Ordinary Share” and together with the HVII Class B OrdinaryShares, the “HVII Ordinary Shares”); (b) immediately after the Sponsor Share Conversion, HVII will transfer by way of continuation andderegistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domest