ONE Nuclear Energy (ONEN) Registration filing summary

Company overview and business model

• Newly formed blank check company incorporated in the Cayman Islands, focused on effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.

• Intends to target the industrial technology and energy transition sectors, seeking businesses with an expected aggregate enterprise value of $500 million or greater.

• Management team has a strong SPAC track record, having completed or advised on 13 business combinations since 2014 across multiple sectors and geographies.

• No specific business combination target has been selected or discussed as of the filing date.

Financial performance and metrics

• As of October 11, 2024, the company had $25,000 in cash and a working capital deficiency of $51,861, with no revenues or operations to date.

• Net loss for the period from inception to October 11, 2024 was $15,301, reflecting only formation and administrative costs.

• Upon IPO closing, $150 million (or $172.5 million if the over-allotment is exercised) will be held in a trust account, with $1.15 million available for working capital outside the trust.

Use of proceeds and capital allocation

• $150 million of IPO and private placement proceeds will be deposited into a U.S.-based trust account, invested in U.S. government securities or money market funds.

• Funds in the trust account will only be released upon completion of a business combination, redemption of shares in connection with certain shareholder votes, or liquidation.

• Up to $2.5 million in working capital loans from the sponsor may be convertible into private placement units at $10.00 per unit.

• $1.15 million (or $925,000 if over-allotment is exercised) will be used for legal, accounting, due diligence, insurance, office space, and other working capital needs.