HVII merger with ONE Nuclear Energy
ONE Nuclear Energy LLC (Delaware LLC, mailing address West Palm Beach, FL; project begun 2022, entity formally incorporated February/Q1 2025) is a development-stage independent developer of behind-the-meter 'energy park' microgrids for AI … (United States)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Announced 22 October 2025.
Outside date Aug 15 — cutting it close
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $15M · unsourced
- Min-cash condition
- $50M
- Sponsor promote
- 24%
- Pro-forma shares
- 123.4M
- Exchange ratio
Floating: each Company Unit is exchanged for a fraction of a share equal to (Base Purchase Price of $1,000,000,000 / Company Fully Diluted Capital) / Redemption Price. HVII Class B converts 1:1 into Class A and each Class A converts 1:1 into PubCo Common Stock; each public right converts into 1/12 of one share.more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: ONE Nuclear Energy
from S-4/AThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
ONE Nuclear Energy LLC (Delaware LLC, mailing address West Palm Beach, FL; project begun 2022, entity formally incorporated February/Q1 2025) is a development-stage independent developer of behind-the-meter 'energy park' microgrids for AI data centers and industrial users, planning fast-track natural-gas generation first (first equipment delivery 2027, first generation Q2 2028, up to 2 GW gas by 2029) with staged advanced small modular reactors later (~3 GW additional nuclear by 2034). The 424B3 states plainly it is 'a development stage company, with nominal assets, no operating history or revenue to date and no developments currently under construction' - as of 2026-03-31 it had $40,492 of cash (its ONLY asset), a $1.75M members' deficit, going-concern doubt, and was being funded by a promissory note from the SPAC itself (max raised to $620,000 by the 2026-08-07 Third Omnibus Amendment, which also pushed the outside date to 2026-09-30) - yet is being merged at a $1.0 billion pre-money all-stock equity valuation (95,693,779 New ONE Nuclear shares at $10.00, no cash to sellers, existing holders ~77% pro forma) plus 13.0M earnout shares at $12.50/$15.00/$17.50 price milestones. Pipeline is MOUs/LOIs only: MSB Global Services (East Texas ~5,000-acre site, 3-6 GW contemplated), a New Mexico LOI (initial 1 GW next to a planned 10 GW data-center campus), a Washington-state master-developer MOU, Blackstart Digital (Oklahoma), Sunshine Partners (five-site LOI), plus a Quadrant Nuclear Industries MOU for Navy-standards nuclear ops/training and a FutureWorx business-development agreement. Founders: Richard Taylor (co-founder/Chairman/CEO since Jan 2022; 40 yrs energy incl. 25 at BP, former President of BP Brazil; Cambridge MA Eng., Warwick MBA), Robert Carilli (co-founder/CSO), Kevin Dowd (co-founder/COO); B. Riley advised ONE Nuclear; SPAC is Daniel J. Hennessy's Hennessy Capital VII.
Founded 2025.
The filings show no meaningful actual revenue for the most recent reported period.
ONE Nuclear Energy — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 4 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what ONE Nuclear Energy actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
ONE Nuclear Energy has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $1.23bn.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Post-dilution equity + target net debt.
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $1358.93 on the open market. Median of 4 listed companies we judged a true comparable, which individually run from 3.76× to 5106.88×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $1.23bn, not the announced $1bn — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- FRMI, LTBR, NUAI, REPX, IMSR, NKLR, PR, CEG, PNRG, DVN have no revenue to divide by, so they are shown but left out of the peer median.
- STDN shown for context only — not close enough to move the median.
- The peer group does not agree with itself: its revenue multiples run from 3.76× to 5106.88×. A median drawn across that spread is a weak benchmark, so treat the verdict as a rough bearing, not a measurement.
The 15 listed companies it is measured against, and why
- FRMIno revenue multiple
Fermi Inc. is the comp the HVII board itself called 'a peer developer of baseload, multi-fuel energy generation also seeking funding to develop its initial site' - the same gas-plus-nuclear-for-AI-data-centers campus model at pre-commercial stage.
- LTBRno revenue multiple
Operational comp: Industrial Design Services (Energy group); small-cap ($422m); shares nuclear, reactors, meter, behind, plus, next with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- OKLO5106.88× revenue
Filing-named pre-commercial advanced-nuclear comparable the board used to benchmark the $1bn valuation ($20.4bn as of 2025-10-21); the sentiment proxy for pre-revenue nuclear developers.
- NUAIno revenue multiple
Operational comp: Oil & Gas Exploration and Production (NEC); micro-cap ($157m); shares campus, developer, gas, site, natural, energy with the target's own description; forward EV/Sales 189.2x.
- SMR274.02× revenue
NuScale Power - filing-named SMR technology comp ($10.9bn); the listed benchmark for the small-modular-reactor half of ONE Nuclear's dual-phase model.
- REPXno revenue multiple
Operational comp: Oil & Gas Exploration and Production (NEC); small-cap ($573m); shares riley, gas, natural, mexico, cash, texas with the target's own description; forward EV/Sales 1.8x.
- NNE2443.84× revenue
Nano Nuclear Energy - filing-named pre-commercial SMR/microreactor developer ($1.8bn), closest in market-cap scale to the $1bn deal value.
- VST3.76× revenue
Operational comp: Electric Utilities (NEC); mega-cap ($54.5bn); shares nuclear, generation, gas, site, west, east with the target's own description; forward EV/Sales 3.0x.
- IMSRno revenue multiple
Terrestrial Energy - filing-named comp and the most recent nuclear de-SPAC precedent ($0.9bn implied), completed October 2025.
- NKLRno revenue multiple
Terra Innovatum Global - filing-named pre-commercial micro-modular reactor developer ($0.7bn), the low anchor of the board's comp set.
- PRno revenue multiple
Operational comp: Oil & Gas Exploration and Production (NEC); large-cap ($11.7bn); shares mexico, gas, west, texas, delaware, natural with the target's own description; forward EV/Sales 3.4x.
- CEGno revenue multiple
Operational comp: Electric Utilities (NEC); mega-cap ($110.3bn); shares nuclear, energy, gas, natural, generation, power with the target's own description; forward EV/Sales 3.5x.
- PNRGno revenue multiple
Operational comp: Oil & Gas Exploration and Production (NEC); micro-cap ($280m); shares gas, site, natural, oklahoma, independent, additional with the target's own description; forward EV/Sales 1.8x.
- DVNno revenue multiple
Operational comp: Oil & Gas Exploration and Production (NEC); large-cap ($23.0bn); shares delaware, gas, natural, oklahoma, texas, development with the target's own description; forward EV/Sales 2.5x.
- STDNno revenue multiplecontext only — left out of the median
Adjacent: Commodity Chemicals (NEC) — the businesses read alike, the vendor classification does not agree; shares nuclear, reactors, next, generation, advanced, industrial with the target's own description; forward EV/Sales 122.6x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
13,000,000 Earnout Shares in three tranches (4,333,334 / 4,333,333 / 4,333,333) on share-price triggering events
Set against the actuals: the target is pre-revenue in its most recent reported period, so every earnout trigger sits above a base of roughly zero.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.