US nuclear start-up ONE Nuclear Energy, based in Palm Beach, is to go public through a merger with Hennessy Capital Investment Corp VII (HVII) special purpose acquisition company (SPAC) in a deal that valued ONE Nuclear at about $1bn on an equity basis.
A special purpose acquisition company (SPAC) is a “blank check” company with no commercial operations, formed specifically to raise capital through an Initial Public Offering (IPO) to acquire or merge with an existing private company. This allows the private company to become publicly traded much faster than a traditional IPO, and it also acts as a way for SPAC sponsors to generate returns. The funds raised in the IPO are typically held in a trust account until a suitable acquisition is found, often within a two-year timeframe.
The transaction is expected to provide up to $210m in gross proceeds, from a combination of anticipated private investment in public equity (PIPE) proceeds and up to $195m of cash held in HVII’s trust account, before accounting for potential redemptions and transaction expenses. The merger is expected to be completed in the first half of 2026 subject to customary closing conditions, including approval by HVII shareholders and other regulatory approvals. One Nuclear plans to trade on the Nasdaq exchange under the symbol ONEN.
ONE Nuclear describes itself as an independent developer of large-scale energy solutions powered by natural gas and nuclear small modular reactor (SMR) technologies. It plans to use advanced technologies from leading manufacturers to meet the delivery time and scale required by customers in the data centre, heavy industry, and other high energy-intensity sectors.
The Company proposes a “develop-own-operate” business model bringing together experience and expertise in technology, site selection, offtake, financing, regulation and operations to deliver gas and nuclear facilities. ONE Nuclear says it will utilise advanced SMR technologies from leading manufacturers at its energy parks.
ONE Nuclear claims to have a strategic relationship with Rolls-Royce Solutions America “for access to natural gas power generators, to enable ONE Nuclear to build large GW-scale low-cost generation capacity at its project sites”. It also has “strategic relationships with leading companies including a global energy group” as well as “agreements with Black & Veatch for engineering, procurement and construction work, and with Futureworx for programme management, providing proven execution capability”.
The company’s business model “centres on developing nuclear parks that can host multiple SMR units, providing scalable clean energy solutions for industrial applications, grid power, and specialised energy-intensive operations. This approach allows for phased development and deployment while maximizing site utilisation and operational efficiencies”.
ONE Nuclear “has identified a robust pipeline of over 75 potential sites in various stages of screening, with opportunities to place up to 15 GW of capacity”. This “includes an agreement with Cushman & Wakefield for site access, comprehensive screening for size, gas access, water supply, and regulatory compliance”. The company’s first two priority development sites are in Oklahoma and East Texas, where the Company plans to develop up to 2 GWe of gas generation capacity by 2028 and 3 GWe of advanced nuclear SMR capacity by 2034.
Richard Taylor, CEO of ONE Nuclear, commented: “This Business Combination with HVII represents a transformational milestone for ONE Nuclear as we work to deploy gas power and advanced nuclear SMR technology at scale. The transaction provides us with the capital and public company platform necessary to execute our energy strategy and meet the rapidly growing demand for clean, reliable energy solutions. We believe our long-term approach to gas and nuclear developments, combined with strong relationships and advanced SMR technology, positions us well to play a significant role in building energy infrastructure at a scale and speed that the country needs.”
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC is serving as exclusive financial advisor and lead capital markets advisor to HVII. B Riley Securities is acting as financial advisor for ONE Nuclear. Nelson Mullins Riley & Scarborough, LLP is acting as legal advisor to ONE Nuclear. Sidley Austin LLP is serving as legal advisor to HVII.
ONE Nuclear is the latest of several nuclear start-ups to go public through a SPAC merger including NuScale in 2021, Oklo in 2024, Terrestrial Energy in March 2025 (completed in October), and Terra Innovatum earlier in October.
Bloomberg commented: “Shares of nuclear firms, including those that produce no energy and have no reactors, have been buoyed this year by the boom in artificial intelligence and the data centres supporting it, driving demand for new power sources. Still, there’s been some recent concern about market froth.”
As part of its “Forward Looking Statements” ONE Nuclear notes that its commercial agreements are “non-binding”. With respect to the relationship with Rolls-Royce Solutions America. “These descriptions are based on the ONE Nuclear management team’s discussions with such counterparties, the terms of certain existing non-binding collaboration agreements with such counterparties, and latest available information and estimates as of the date of this communication. In each case, such descriptions are subject to negotiation and execution of definitive agreements with such counterparties, which have not been completed as of the date of this communication”
In addition, unless and until a definitive agreement is entered into with Blackstart Digital, the developer of the site in Oklahoma, and MSB Global Services, the developer of the site in East Texas “ONE Nuclear has no rights to the sites”. Furthermore, “If ONE Nuclear is unable to enter into a definitive agreement with Blackstart and MSB with respect to the sites, ONE Nuclear expects to explore alternative locations and arrangements for the deployment of ONE Nuclear’s business plan, though no assurances can be made such efforts will be successful.”
