Hennessy Thomas D

SEC source: 0001493152-26-043990 · ownership.xml · derivative · entry 6

Hennessy Thomas D · CIK 0001789408 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 0

Underlying: Class A ordinary shares · 41,666 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F6 · security: Pursuant to the Merger Agreement, in connection with, and after giving effect to, the Domestication, each then issued and outstanding right (each, a "Predecessor Right") that were automatically convertible into one-twelfth (1/12) of one Class A Ordinary Share upon consummation of the Predecessor's initial business combination converted automatically into a right to acquire one-twelfth (1/12) of one Successor Share (each, a "Successor Right"). The conversion of Predecessor Rights into Successor Rights did not alter the proportionate interests of the rights holders, and accordingly the conversion is exempt from Section 16 of the Exchange Act.

F1 · derivative.exercise_price: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F7 · derivative.exercise_price: Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.

F1 · kind: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F7 · kind: Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.

F1 · derivative.exercise_date: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.

F1 · derivative.expiration_date: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F7 · derivative.expiration_date: Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.

F1 · derivative.underlying: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F3 · derivative.underlying: Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F4 · ownership.nature: HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

SEC source: 0001493152-26-043990 · ownership.xml · derivative · entry 5

Hennessy Thomas D · CIK 0001789408 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 0

Underlying: Class A ordinary shares · 5,203,333 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · derivative.exercise_price: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · kind: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · kind: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F5 · shares: Amount has been adjusted to reflect the forfeiture of 375,000 Class B Ordinary Shares for no further consideration on January 21, 2025, upon the expiration of the underwriters' over-allotment option, which was partially exercised in connection with the Predecessor Issuer's initial public offering. Such forfeiture was exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Exchange Act.

F1 · derivative.exercise_date: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · derivative.exercise_date: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · derivative.expiration_date: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · derivative.expiration_date: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · derivative.underlying: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F3 · derivative.underlying: Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F5 · derivative.underlying_shares: Amount has been adjusted to reflect the forfeiture of 375,000 Class B Ordinary Shares for no further consideration on January 21, 2025, upon the expiration of the underwriters' over-allotment option, which was partially exercised in connection with the Predecessor Issuer's initial public offering. Such forfeiture was exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Exchange Act.

F4 · ownership.nature: HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

SEC source: 0001493152-26-043990 · ownership.xml · derivative · entry 4

Hennessy Thomas D · CIK 0001789408 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A ordinary shares · 750,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · derivative.exercise_price: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · kind: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · kind: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · derivative.exercise_date: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · derivative.exercise_date: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · derivative.expiration_date: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · derivative.expiration_date: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · derivative.underlying: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F3 · derivative.underlying: Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

SEC source: 0001493152-26-043990 · ownership.xml · nonDerivative · entry 3

Hennessy Thomas D · CIK 0001789408 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,744,999

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F3 · security: Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F1 · kind: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F7 · kind: Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.

F1 · price: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F7 · price: Pursuant to the Merger Agreement, each twelve Successor Rights were automatically surrendered in exchange for one Successor Share at the Closing.

F4 · ownership.nature: HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

SEC source: 0001493152-26-043990 · ownership.xml · nonDerivative · entry 2

Hennessy Thomas D · CIK 0001789408 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,703,333

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F3 · security: Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F1 · kind: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · kind: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · price: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · price: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F4 · ownership.nature: HC VII Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the Predecessor Issuer's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the Predecessor Issuer's President, Chief Operating Officer and a director, are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

SEC source: 0001493152-26-043990 · ownership.xml · nonDerivative · entry 1

Hennessy Thomas D · CIK 0001789408 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 750,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F3 · security: Pursuant to the Merger Agreement, immediately after the Sponsor Share Conversion, the Predecessor Issuer transferred by way of continuation and deregistration to and domesticated as a Delaware corporation (such continuation and domestication, the "Domestication"). In connection with, and after giving effect to, the Domestication, each then issued and outstanding Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Successor Issuer (each, a "Successor Share"), and the Successor Issuer became the successor issuer to the Predecessor Issuer. The conversion of the Class A Ordinary Shares into Successor Shares did not alter the proportionate interests of the security holders, and accordingly the conversion is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F1 · kind: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · kind: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

F1 · price: Pursuant to the business combination agreement dated October 22, 2025 (the "Merger Agreement"), among other things, at the closing of the transactions contemplated thereby (the "Closing," and the date on which the Closing occurred, the "Closing Date") and following the Domestication (as defined below), Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company with limited liability (the "Predecessor Issuer"), was renamed "ONE Nuclear Energy Inc." ("Successor Issuer") and consummated its initial business combination with ONE Nuclear Energy LLC, a Delaware limited liability company ("ONE Nuclear"), with ONE Nuclear being the surviving company. Following the Closing, ONE Nuclear became a direct wholly-owned subsidiary of the Successor Issuer.

F2 · price: Pursuant to the Merger Agreement, on the Closing Date prior to the Closing, each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class B Ordinary Share") converted (the "Sponsor Share Conversion") automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of the Predecessor Issuer (each a "Class A Ordinary Share").

SEC source: 0001493152-26-005800 · ownership.xml · nonDerivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director · President · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 671,000

F1 · shares: Reflects the 671,000 Class A ordinary shares of the registrant that are included in the 671,000 private placement units of the registrant purchased by HC VIII Sponsor LLC ("Sponsor"). Each private placement unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial business combination.

F1 · balance_after: Reflects the 671,000 Class A ordinary shares of the registrant that are included in the 671,000 private placement units of the registrant purchased by HC VIII Sponsor LLC ("Sponsor"). Each private placement unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial business combination.

F2 · ownership.nature: Sponsor is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the registrant's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the registrant's President and a director, are the managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

SEC source: 0001493152-26-005800 · ownership.xml · derivative · entry 2

Hennessy Thomas D · CIK 0001789408 · Director · President · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,512,515

Underlying: Class A ordinary shares · 1,782,086 shares

Expires not disclosed

F3 · derivative.exercise_price: As described in the registrant's Registration Statement on Form S-1 (File No. 333-291924) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

F4 · kind: Represents Class B ordinary shares issued by the registrant to Sponsor through a share dividend.

F3 · derivative.exercise_date: As described in the registrant's Registration Statement on Form S-1 (File No. 333-291924) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

F3 · derivative.expiration_date: As described in the registrant's Registration Statement on Form S-1 (File No. 333-291924) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

F2 · ownership.nature: Sponsor is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the registrant's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the registrant's President and a director, are the managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

SEC source: 0000905148-25-002064 · form4.xml · derivative · entry 1

HENNESSY DANIEL J · CIK 0001519536 · Director · CHIEF EXECUTIVE OFFICER · 10% owner

Hennessy Capital Partners VI LLC · CIK 0001851739 · 10% owner · See Remarks

Hennessy Capital Group LLC · CIK 0001597166 · 10% owner · See Remarks

Hennessy Thomas D · CIK 0001789408 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote.

Disclosed balance after: 0

Underlying: Class A Common Stock · 3,695,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Business Combination Agreement dated June 17, 2024, as amended, on June 5, 2025, the Issuer consummated its initial business combination with Namib Minerals ("PubCo"), with the Issuer surviving as a subsidiary of PubCo (the "Closing"). At the Closing, these securities were automatically cancelled in exchange for the right to receive ordinary shares of PubCo on a one-for-one basis.

F1 · derivative.exercise_date: Pursuant to the Business Combination Agreement dated June 17, 2024, as amended, on June 5, 2025, the Issuer consummated its initial business combination with Namib Minerals ("PubCo"), with the Issuer surviving as a subsidiary of PubCo (the "Closing"). At the Closing, these securities were automatically cancelled in exchange for the right to receive ordinary shares of PubCo on a one-for-one basis.

F1 · derivative.expiration_date: Pursuant to the Business Combination Agreement dated June 17, 2024, as amended, on June 5, 2025, the Issuer consummated its initial business combination with Namib Minerals ("PubCo"), with the Issuer surviving as a subsidiary of PubCo (the "Closing"). At the Closing, these securities were automatically cancelled in exchange for the right to receive ordinary shares of PubCo on a one-for-one basis.

F2 · balance_after: Amount has been adjusted to reflect the forfeiture of 7,544,318 shares of Class B common stock for no further consideration at the Closing pursuant to the Sponsor Letter Agreement, as amended and restated on April 14, 2025, which forfeiture is exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Securities Exchange Act of 1934, as amended.

F3 · ownership.direct: These shares of Class B common stock were held by Hennessy Capital Partners VI LLC ("HCP"). Daniel J. Hennessy, the Chairman of the Board and Chief Executive Officer of the Issuer, and Thomas D. Hennessy are the sole managing members of Hennessy Capital Group LLC, the managing member of HCP. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by HCP and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by HCP in which he does not have any pecuniary interest.

F3 · ownership.nature: These shares of Class B common stock were held by Hennessy Capital Partners VI LLC ("HCP"). Daniel J. Hennessy, the Chairman of the Board and Chief Executive Officer of the Issuer, and Thomas D. Hennessy are the sole managing members of Hennessy Capital Group LLC, the managing member of HCP. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by HCP and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by HCP in which he does not have any pecuniary interest.

SEC source: 0001493152-24-029303 · ownership.xml · derivative · entry 2

Hennessy Thomas D · CIK 0001789408 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · see footnote

Disclosed balance after: 832,095

Underlying: Class A Ordinary Shares · 1,867,604 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date. On July 24, 2024, the Reporting Person elected to convert 1,867,604 Class B Ordinary Shares held by him into 1,867,604 Class A Ordinary Shares.

F1 · derivative.exercise_date: The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date. On July 24, 2024, the Reporting Person elected to convert 1,867,604 Class B Ordinary Shares held by him into 1,867,604 Class A Ordinary Shares.

F1 · derivative.expiration_date: The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date. On July 24, 2024, the Reporting Person elected to convert 1,867,604 Class B Ordinary Shares held by him into 1,867,604 Class A Ordinary Shares.

F2 · ownership.nature: HCG Opportunity, LLC ("HCG Opportunity") is the record holder of the securities reported herein. HCG Opportunity MM, LLC ("HCG Opportunity MM") is the sole member of HCG Opportunity. The Reporting Person is a co-managing member of HCG Opportunity MM, serves on the Issuer's board of directors and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

SEC source: 0001493152-24-029303 · ownership.xml · nonDerivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · see footnote

Disclosed balance after: 2,260,941

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date. On July 24, 2024, the Reporting Person elected to convert 1,867,604 Class B Ordinary Shares held by him into 1,867,604 Class A Ordinary Shares.

F2 · ownership.nature: HCG Opportunity, LLC ("HCG Opportunity") is the record holder of the securities reported herein. HCG Opportunity MM, LLC ("HCG Opportunity MM") is the sole member of HCG Opportunity. The Reporting Person is a co-managing member of HCG Opportunity MM, serves on the Issuer's board of directors and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

SEC source: 0001493152-24-012082 · ownership.xml · derivative · entry 4

Hennessy Thomas D · CIK 0001789408 · Director · CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Class A Ordinary Shares · 2,130,693 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On March 27, 2024 (the "Closing Date"), Logistic Properties of the Americas, a Cayman Islands exempted company ("LGA"), two, a Cayman Islands exempted company ("TWOA"), LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama ("LLP"), consummated their previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of August 15, 2023 (the "Business Combination Agreement"), by and among LGA, TWOA, LLP and the other parties thereto. On the Closing Date, pursuant to the terms of the Business Combination Agreement, each outstanding Class B ordinary share of TWOA converted into a Class A ordinary share of TWOA at a conversion ratio of one Class B ordinary share for one Class A ordinary share.

F3 · kind: Pursuant to the terms of the Business Combination Agreement, on the Closing Date, each outstanding Class A ordinary share of TWOA following the conversion described in footnote 1 above was exchanged for one newly issued ordinary share of LGA.

F3 · derivative.exercise_date: Pursuant to the terms of the Business Combination Agreement, on the Closing Date, each outstanding Class A ordinary share of TWOA following the conversion described in footnote 1 above was exchanged for one newly issued ordinary share of LGA.

F3 · derivative.expiration_date: Pursuant to the terms of the Business Combination Agreement, on the Closing Date, each outstanding Class A ordinary share of TWOA following the conversion described in footnote 1 above was exchanged for one newly issued ordinary share of LGA.

F4 · ownership.nature: These shares are held by HC Proptech Partners III LLC (the "Sponsor"). HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.

SEC source: 0001493152-24-012082 · ownership.xml · derivative · entry 3

Hennessy Thomas D · CIK 0001789408 · Director · CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 2,130,693

Underlying: Class A Ordinary Shares · 1,071,918 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 27, 2024 (the "Closing Date"), Logistic Properties of the Americas, a Cayman Islands exempted company ("LGA"), two, a Cayman Islands exempted company ("TWOA"), LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama ("LLP"), consummated their previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of August 15, 2023 (the "Business Combination Agreement"), by and among LGA, TWOA, LLP and the other parties thereto. On the Closing Date, pursuant to the terms of the Business Combination Agreement, each outstanding Class B ordinary share of TWOA converted into a Class A ordinary share of TWOA at a conversion ratio of one Class B ordinary share for one Class A ordinary share.

F2 · kind: In connection with the consummation of the Business Combination, 1,071,918 of the Class B ordinary shares of TWOA were forfeited by the reporting person to LGA for no consideration.

F2 · derivative.exercise_date: In connection with the consummation of the Business Combination, 1,071,918 of the Class B ordinary shares of TWOA were forfeited by the reporting person to LGA for no consideration.

F2 · derivative.expiration_date: In connection with the consummation of the Business Combination, 1,071,918 of the Class B ordinary shares of TWOA were forfeited by the reporting person to LGA for no consideration.

F4 · ownership.nature: These shares are held by HC Proptech Partners III LLC (the "Sponsor"). HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.

SEC source: 0001493152-24-012082 · ownership.xml · nonDerivative · entry 2

Hennessy Thomas D · CIK 0001789408 · Director · CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F2 · kind: In connection with the consummation of the Business Combination, 1,071,918 of the Class B ordinary shares of TWOA were forfeited by the reporting person to LGA for no consideration.

F2 · price: In connection with the consummation of the Business Combination, 1,071,918 of the Class B ordinary shares of TWOA were forfeited by the reporting person to LGA for no consideration.

F3 · balance_after: Pursuant to the terms of the Business Combination Agreement, on the Closing Date, each outstanding Class A ordinary share of TWOA following the conversion described in footnote 1 above was exchanged for one newly issued ordinary share of LGA.

F4 · ownership.nature: These shares are held by HC Proptech Partners III LLC (the "Sponsor"). HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.

SEC source: 0001493152-24-012082 · ownership.xml · nonDerivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director · CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 2,130,693

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · kind: Pursuant to the terms of the Business Combination Agreement, on the Closing Date, each outstanding Class A ordinary share of TWOA following the conversion described in footnote 1 above was exchanged for one newly issued ordinary share of LGA.

F1 · price: On March 27, 2024 (the "Closing Date"), Logistic Properties of the Americas, a Cayman Islands exempted company ("LGA"), two, a Cayman Islands exempted company ("TWOA"), LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama ("LLP"), consummated their previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of August 15, 2023 (the "Business Combination Agreement"), by and among LGA, TWOA, LLP and the other parties thereto. On the Closing Date, pursuant to the terms of the Business Combination Agreement, each outstanding Class B ordinary share of TWOA converted into a Class A ordinary share of TWOA at a conversion ratio of one Class B ordinary share for one Class A ordinary share.

F4 · ownership.nature: These shares are held by HC Proptech Partners III LLC (the "Sponsor"). HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.

SEC source: 0000905148-24-000401 · form4.xml · derivative · entry 1

7GC & Co. Holdings LLC · CIK 0001826010 · 10% owner · See Remarks

Beck Milton Joseph · CIK 0001789399 · 10% owner

Hennessy Thomas D · CIK 0001789408 · 10% owner

Leeney Jack · CIK 0001789401 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Class A Common Stock · 890,611 shares

Expires not disclosed

F2 · price: On December 12, 2023, in connection with the Issuer's business combination, 7GC & Co. Holdings LLC (the "Sponsor") came to a non-binding agreement with the Issuer to amend the optional conversion provision of certain unsecured promissory notes issued by the Issuer to the Sponsor, pursuant to which the Issuer may borrow up to $2,550,000 from the Sponsor, to provide that the Sponsor has the right to elect to convert up to the full amount of the principal balance of these promissory notes, in whole or in part, 30 trading days after the closing of the Issuer's business combination (the "Closing") at a conversion price equal to the average daily volume weighted average price of the Issuer's Class A Common Stock for the 30 trading days following the Closing.

F1 · derivative.expiration_date: These promissory notes have no expiration date.

F3 · ownership.direct: These securities are directly owned by the Sponsor. Each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck is a managing member of one of the managing members of the Sponsor. As such, each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001493152-24-002072 · ownership.xml · derivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director · CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 3,202,611

Underlying: Class A Ordinary Shares · 10,000 shares

Expires not disclosed

F1 · derivative.exercise_price: As described in the registrant's registration statement on Form S-1 (File No. 333-253802) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

F2 · kind: Pursuant to a securities assignment agreement, dated as of January 10, 2024, 10,000 Class B ordinary shares of the registrant were assigned by HC Proptech Partners III LLC (the "Sponsor") to a director of the registrant.

F1 · derivative.exercise_date: As described in the registrant's registration statement on Form S-1 (File No. 333-253802) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

F1 · derivative.expiration_date: As described in the registrant's registration statement on Form S-1 (File No. 333-253802) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

F3 · ownership.nature: These shares represent the Class B ordinary shares held by the Sponsor. HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.

SEC source: 0000905148-23-001653 · form4.xml · derivative · entry 6

Hennessy Thomas D · CIK 0001789408 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · 7,350,000 shares

Expires not disclosed

F8 · kind: These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.

F8 · derivative.exercise_date: These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.

F8 · derivative.expiration_date: These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.

F3 · ownership.nature: Represents securities held by 7GC & Co. Holdings LLC (the "Sponsor"). The Reporting Person is a managing member of one of the managing members of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest the Reporting Person may have therein, directly or indirectly.

SEC source: 0000905148-23-001653 · form4.xml · derivative · entry 5

Hennessy Thomas D · CIK 0001789408 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 7,350,000

Underlying: Class A Common Stock · 7,350,000 shares

Expires not disclosed

F8 · kind: These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.

F8 · derivative.exercise_date: These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.

F8 · derivative.expiration_date: These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.

F3 · ownership.nature: Represents securities held by 7GC & Co. Holdings LLC (the "Sponsor"). The Reporting Person is a managing member of one of the managing members of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest the Reporting Person may have therein, directly or indirectly.

SEC source: 0000905148-23-001653 · form4.xml · derivative · entry 4

Hennessy Thomas D · CIK 0001789408 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · 4,428,499 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: At the Closing, these shares of Class B Common Stock were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

F1 · kind: Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)

F2 · kind: (Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.

F6 · kind: At the Closing, these shares of Class B Common Stock were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

F6 · price: At the Closing, these shares of Class B Common Stock were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

F7 · derivative.exercise_date: The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.

F7 · derivative.expiration_date: The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.

F3 · ownership.nature: Represents securities held by 7GC & Co. Holdings LLC (the "Sponsor"). The Reporting Person is a managing member of one of the managing members of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest the Reporting Person may have therein, directly or indirectly.

SEC source: 0000905148-23-001653 · form4.xml · derivative · entry 3

Hennessy Thomas D · CIK 0001789408 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 4,428,499

Underlying: Class A Common Stock · 825,000 shares

Expires not disclosed

F5 · derivative.exercise_price: At the Closing, these shares of Class B Common Stock were forfeited by the Reporting Person pursuant to share purchase agreements with ALCO Investment Company.

F1 · kind: Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)

F2 · kind: (Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.

F5 · kind: At the Closing, these shares of Class B Common Stock were forfeited by the Reporting Person pursuant to share purchase agreements with ALCO Investment Company.

F5 · price: At the Closing, these shares of Class B Common Stock were forfeited by the Reporting Person pursuant to share purchase agreements with ALCO Investment Company.

F7 · derivative.exercise_date: The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.

F7 · derivative.expiration_date: The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.

F3 · ownership.nature: Represents securities held by 7GC & Co. Holdings LLC (the "Sponsor"). The Reporting Person is a managing member of one of the managing members of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest the Reporting Person may have therein, directly or indirectly.

SEC source: 0000905148-23-001653 · form4.xml · derivative · entry 2

Hennessy Thomas D · CIK 0001789408 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 5,253,499

Underlying: Class A Common Stock · 396,501 shares

Expires not disclosed

F4 · derivative.exercise_price: At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were forfeited by the Sponsor to the Issuer for no consideration pursuant to the terms of the non-redemption agreements entered into by the Sponsor, the Issuer, and certain unaffiliated third parties in June 2023.

F1 · kind: Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)

F2 · kind: (Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.

F4 · kind: At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were forfeited by the Sponsor to the Issuer for no consideration pursuant to the terms of the non-redemption agreements entered into by the Sponsor, the Issuer, and certain unaffiliated third parties in June 2023.

F4 · price: At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were forfeited by the Sponsor to the Issuer for no consideration pursuant to the terms of the non-redemption agreements entered into by the Sponsor, the Issuer, and certain unaffiliated third parties in June 2023.

F7 · derivative.exercise_date: The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.

F7 · derivative.expiration_date: The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.

F3 · ownership.nature: Represents securities held by 7GC & Co. Holdings LLC (the "Sponsor"). The Reporting Person is a managing member of one of the managing members of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest the Reporting Person may have therein, directly or indirectly.

SEC source: 0000905148-23-001653 · form4.xml · nonDerivative · entry 1

Hennessy Thomas D · CIK 0001789408 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 4,428,499

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)

F2 · kind: (Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.

F6 · kind: At the Closing, these shares of Class B Common Stock were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

F6 · price: At the Closing, these shares of Class B Common Stock were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

F3 · ownership.nature: Represents securities held by 7GC & Co. Holdings LLC (the "Sponsor"). The Reporting Person is a managing member of one of the managing members of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest the Reporting Person may have therein, directly or indirectly.

SEC source: 0000905148-23-001173 · form4.xml · derivative · entry 4

Hennessy Thomas D · CIK 0001789408 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 2,699,699

Underlying: Class A Ordinary Shares · 393,337 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date.

F3 · derivative.exercise_date: The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date.

F3 · derivative.expiration_date: The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date.

F2 · ownership.nature: These shares are held directly by HCG Opportunity, LLC ("HCG Opportunity"). HCG Opportunity MM, LLC ("HCG Opportunity MM") is the sole member of HCG Opportunity. The Reporting Person is a co-member of HCG Opportunity MM and disclaims beneficial ownership of the shares held by HCG Opportunity, except to the extent of his pecuniary interest therein.

SEC source: 0000905148-23-001173 · form4.xml · derivative · entry 3

Hennessy Thomas D · CIK 0001789408 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 3,093,036

Underlying: Class A Ordinary Shares · 3,093,036 shares

Expires not disclosed

F1 · derivative.exercise_price: On October 19, 2023, at an extraordinary general meeting of shareholders, a majority of the Issuer's shareholders voted to approve a proposal to permit holders of Class B Ordinary Shares to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. As such, this Form 4 reports the disposition of the Class B Ordinary Shares initially reported in Table I, which were not convertible until following the consummation of the Issuer's initial business combination, and the acquisition of the Class B Ordinary Shares reported in Table II, which are currently convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. The Class B Ordinary Shares have no expiration date.

F1 · kind: On October 19, 2023, at an extraordinary general meeting of shareholders, a majority of the Issuer's shareholders voted to approve a proposal to permit holders of Class B Ordinary Shares to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. As such, this Form 4 reports the disposition of the Class B Ordinary Shares initially reported in Table I, which were not convertible until following the consummation of the Issuer's initial business combination, and the acquisition of the Class B Ordinary Shares reported in Table II, which are currently convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. The Class B Ordinary Shares have no expiration date.

F1 · price: On October 19, 2023, at an extraordinary general meeting of shareholders, a majority of the Issuer's shareholders voted to approve a proposal to permit holders of Class B Ordinary Shares to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. As such, this Form 4 reports the disposition of the Class B Ordinary Shares initially reported in Table I, which were not convertible until following the consummation of the Issuer's initial business combination, and the acquisition of the Class B Ordinary Shares reported in Table II, which are currently convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. The Class B Ordinary Shares have no expiration date.

F1 · derivative.exercise_date: On October 19, 2023, at an extraordinary general meeting of shareholders, a majority of the Issuer's shareholders voted to approve a proposal to permit holders of Class B Ordinary Shares to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. As such, this Form 4 reports the disposition of the Class B Ordinary Shares initially reported in Table I, which were not convertible until following the consummation of the Issuer's initial business combination, and the acquisition of the Class B Ordinary Shares reported in Table II, which are currently convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. The Class B Ordinary Shares have no expiration date.

F1 · derivative.expiration_date: On October 19, 2023, at an extraordinary general meeting of shareholders, a majority of the Issuer's shareholders voted to approve a proposal to permit holders of Class B Ordinary Shares to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. As such, this Form 4 reports the disposition of the Class B Ordinary Shares initially reported in Table I, which were not convertible until following the consummation of the Issuer's initial business combination, and the acquisition of the Class B Ordinary Shares reported in Table II, which are currently convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. The Class B Ordinary Shares have no expiration date.

F2 · ownership.nature: These shares are held directly by HCG Opportunity, LLC ("HCG Opportunity"). HCG Opportunity MM, LLC ("HCG Opportunity MM") is the sole member of HCG Opportunity. The Reporting Person is a co-member of HCG Opportunity MM and disclaims beneficial ownership of the shares held by HCG Opportunity, except to the extent of his pecuniary interest therein.

SEC source: 0000905148-23-001173 · form4.xml · nonDerivative · entry 2

Hennessy Thomas D · CIK 0001789408 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 393,337

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: The Class B Ordinary Shares are convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis, for no additional consideration, and have no expiration date.

F2 · ownership.nature: These shares are held directly by HCG Opportunity, LLC ("HCG Opportunity"). HCG Opportunity MM, LLC ("HCG Opportunity MM") is the sole member of HCG Opportunity. The Reporting Person is a co-member of HCG Opportunity MM and disclaims beneficial ownership of the shares held by HCG Opportunity, except to the extent of his pecuniary interest therein.

SEC source: 0000905148-23-001173 · form4.xml · nonDerivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: On October 19, 2023, at an extraordinary general meeting of shareholders, a majority of the Issuer's shareholders voted to approve a proposal to permit holders of Class B Ordinary Shares to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. As such, this Form 4 reports the disposition of the Class B Ordinary Shares initially reported in Table I, which were not convertible until following the consummation of the Issuer's initial business combination, and the acquisition of the Class B Ordinary Shares reported in Table II, which are currently convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. The Class B Ordinary Shares have no expiration date.

F1 · price: On October 19, 2023, at an extraordinary general meeting of shareholders, a majority of the Issuer's shareholders voted to approve a proposal to permit holders of Class B Ordinary Shares to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. As such, this Form 4 reports the disposition of the Class B Ordinary Shares initially reported in Table I, which were not convertible until following the consummation of the Issuer's initial business combination, and the acquisition of the Class B Ordinary Shares reported in Table II, which are currently convertible, at the option of the holder, into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of the Issuer's initial business combination. The Class B Ordinary Shares have no expiration date.

F2 · ownership.nature: These shares are held directly by HCG Opportunity, LLC ("HCG Opportunity"). HCG Opportunity MM, LLC ("HCG Opportunity MM") is the sole member of HCG Opportunity. The Reporting Person is a co-member of HCG Opportunity MM and disclaims beneficial ownership of the shares held by HCG Opportunity, except to the extent of his pecuniary interest therein.

SEC source: 0000899243-23-018736 · doc4.xml · derivative · entry 1

TortoiseEcofin Sponsor III LLC · CIK 0001847113 · 10% owner

Hennessy Capital Growth Partners Fund I SPV V, LLC · CIK 0001986246 · 10% owner

Hennessy Capital Growth Partners Fund I, LP · CIK 0001886541 · 10% owner

Hennessy Thomas D · CIK 0001789408 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,915,000

Underlying: Class A Ordinary Shares · 60,000 shares

Expires not disclosed

F1 · derivative.exercise_price: The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

F2 · kind: Pursuant to certain share transfer agreements, the shares were assigned by former directors of the Issuer to the reporting persons for no consideration.

F1 · derivative.exercise_date: The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

F1 · derivative.expiration_date: The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

F3 · ownership.direct: The reporting persons are the record holder of the Class B ordinary shares reported herein. Hennessy Capital Growth Partners Fund I SPV V, LLC is the managing member of TortoiseEcofin Sponsor III LLC. Hennessy Capital Growth Partners Fund I, LP is the managing member of Hennessy Capital Growth Partners Fund I SPV V, LLC, and Thomas D. Hennessy is the general partner of Hennessy Capital Growth Partners Fund I, LP. Accordingly, Hennessy Capital Growth Partners Fund I SPV V, LLC, Hennessy Capital Growth Partners Fund I, LP and Thomas D. Hennessy may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by the reporting persons. The reporting persons disclaim beneficial ownership over any securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001493152-23-030224 · ownership.xml · derivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director · CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 3,212,611

Underlying: Class A Ordinary Shares · 135,000 shares

Expires not disclosed

F1 · derivative.exercise_price: As described in the registrant's registration statement on Form S-1 (File No. 333-253802) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

F2 · kind: Pursuant to a securities assignment agreement, dated as of August 2, 2023, 135,000 Class B ordinary shares of the registrant were assigned by HC Proptech Partners III, LLC (the "Sponsor") to certain directors and advisors of the registrant.

F1 · derivative.exercise_date: As described in the registrant's registration statement on Form S-1 (File No. 333-253802) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

F1 · derivative.expiration_date: As described in the registrant's registration statement on Form S-1 (File No. 333-253802) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

F3 · ownership.nature: These shares represent the Class B ordinary shares held by the Sponsor. HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.

SEC source: 0001104659-21-080104 · tm2119421d1_4seq1.xml · derivative · entry 4

Hennessy Thomas D · CIK 0001789408 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,448 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Previously issued RSUs granted for Board and Committee service under the Porch Group, Inc. Non-Employee Director Compensation Policy converted into common stock on a one-for-one basis.

F4 · derivative.exercise_date: On March 23, 2021, the reporting person was granted 2,448 RSUs which vested on the date of the Annual Meeting.

F4 · derivative.expiration_date: On March 23, 2021, the reporting person was granted 2,448 RSUs which vested on the date of the Annual Meeting.

SEC source: 0001104659-21-080104 · tm2119421d1_4seq1.xml · nonDerivative · entry 3

Hennessy Thomas D · CIK 0001789408 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 705,465

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Previously issued RSUs granted for Board and Committee service under the Porch Group, Inc. Non-Employee Director Compensation Policy converted into common stock on a one-for-one basis.

SEC source: 0001104659-21-080104 · tm2119421d1_4seq1.xml · nonDerivative · entry 2

Hennessy Thomas D · CIK 0001789408 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 703,017

F2 · shares: Represents a pro rata annual grant (from December 23, 2021 through the date of the Company's 2021 annual meeting of stockholders (the "Annual Meeting")) of RSUs for Committee service under the Porch Group, Inc. Non-Employee Director Compensation Policy. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The shares underlying the RSUs were immediately vested on the grant date ("Pro-Rata Grant Vesting Date"). The shares underlying the RSUs shall have resale restrictions pursuant to which two-thirds of the vested shares underlying the RSUs may not be sold after the Pro-Rata Grant Vesting Date. The resale restrictions expire in equal increments on the first and second anniversaries of the Pro-Rata Grant Vesting Date.

SEC source: 0001104659-21-080104 · tm2119421d1_4seq1.xml · nonDerivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 702,558

F1 · shares: Represents an annual grant of restricted stock units ("RSUs") for Board and Committee service under the Porch Group, Inc. Non-Employee Director Compensation Policy. Each RSU represents a right to receive one share of Porch Group, Inc. (the "Company") common stock upon vesting. The shares underlying the RSUs will vest on the one-year anniversary of the grant date ("Annual Grant Vesting Date"), subject to the reporting person remaining a member of the Company's board of directors through the Annual Grant Vesting Date. The shares underlying the RSUs shall have resale restrictions pursuant to which two-thirds of the vested shares underlying the RSUs may not be sold after the Annual Grant Vesting Date. The resale restrictions expire in equal increments on the first and second anniversaries of the Annual Grant Vesting Date.

SEC source: 0001140361-21-010018 · form4.xml · derivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,448

Underlying: Common Stock · 2,448 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Porch Group, Inc. (the "Issuer") common stock.

F2 · derivative.exercise_date: This restricted stock unit award vests 100% as of the date of the Issuer's 2021 Annual Meeting of Stockholders.

F2 · derivative.expiration_date: This restricted stock unit award vests 100% as of the date of the Issuer's 2021 Annual Meeting of Stockholders.

SEC source: 0001213900-20-045048 · ownership.xml · derivative · entry 2

Hennessy Thomas D · CIK 0001789408 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Class A Common Stock · 150,000 shares

Expires 2025-12-23

F1 · kind: Represents the receipt of the reporting person's pro rata distribution of the shares of Class A common stock and warrants of the registrant held by HC PropTech Partners I LLC.

SEC source: 0001213900-20-045048 · ownership.xml · nonDerivative · entry 1

Hennessy Thomas D · CIK 0001789408 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 697,917

F1 · kind: Represents the receipt of the reporting person's pro rata distribution of the shares of Class A common stock and warrants of the registrant held by HC PropTech Partners I LLC.

F1 · price: Represents the receipt of the reporting person's pro rata distribution of the shares of Class A common stock and warrants of the registrant held by HC PropTech Partners I LLC.