10/05/2026 | Press release | Distributed by Public on 10/05/2026 16:38
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Forward Purchase Agreement(3) | 09/23/2026(3) | 12/22/2026(3) | Common Stock | 4,987,103(3) | $10.61(3) | D(2) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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New Circle Capital Solutions, LP C/O NCCS MANAGEMENT, LLC 230 PARK AVENUE, 3RD FLOOR WEST NEW YORK, NY 10169 |
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NCCS Management, LLC 230 PARK AVENUE, 3RD FLOOR WEST NEW YORK, NY 10169 |
X | |||
| New Circle Capital Solutions LP By: /s/ Osman H. Ahmed, Authorized Person | 10/05/2026 | |
| **Signature of Reporting Person | Date | |
| NCCS Management, LLC By: /s/ Osman H. Ahmed, Authorized Person | 10/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reported securities were acquired on September 23, 2026, as Class A ordinary shares of Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company ("HVII"), which on that date, in connection with HVII's domestication as a Delaware corporation and concurrent business combination, converted on a one-for-one basis into shares of common stock, par value $0.0001 per share, of the Issuer (formerly HVII). The Issuer succeeded to HVII's registration under Section 12(b) of the Securities Exchange Act of 1934 pursuant to Rule 12g-3 thereunder. |
| (2) | The reported securities are held directly by New Circle Capital Solutions LP (the "Fund"). NCCS GP, LLC, as general partner of the Fund ("General Partner"), NCCS Management, LLC as investment manager of the Fund ("Investment Manager"), Osman H. Ahmed and Walter V. Arnold, as co-managing partners of the Investment Manager (collectively, the "Reporting Persons"), may be deemed to beneficially own the securities held by the Fund. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| (3) | Represents the Fund's rights and obligations under the Forward Purchase Agreement among Hennessy Capital Investment Corp. VII ("HVII"), ONE Nuclear Energy LLC and the Fund (the "FPA"), a prepaid share forward with respect to the 4,987,103 shares reported in Table I. The Fund purchased the shares from redeeming holders, the related redemption requests were reversed, and the Fund was prepaid the number of shares times the $10.61 closing redemption price (the "Initial Price"). The Fund may terminate the transaction in whole or in part at any time after the September 23, 2026 closing, with the Issuer entitled to receive the Initial Price (reducible by mutual agreement) times the terminated shares. At maturity (90 days after closing; extendable by written agreement), the Fund will return the remaining shares and retain the Initial Price per share. This description is qualified by reference to the FPA filed as Exhibit 10.1 to HVII's Form 8-K filed September 22, 2026. |
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Remarks: The Reporting Persons became beneficial owners of more than ten percent of the outstanding Class A ordinary shares of HVII on September 23, 2026, upon the acquisition of the 4,987,103 shares described in footnote (1). Later on the same date, as a result of share issuances effected at the closing of the business combination, the Reporting Persons ceased to be beneficial owners of more than ten percent of the Issuer's outstanding common stock. |
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