Eagle Nuclear Energy changes auditor, cites control weakness

Q: What internal control issues did Eagle Nuclear Energy (NUCL) disclose?

Eagle Nuclear Energy disclosed a material weakness in internal control over financial reporting. It relates to failure to maintain an effective control environment, including insufficient documentation of review procedures and inadequate segregation of duties, which can affect the reliability of financial reporting.

Q: Which director is leaving Eagle Nuclear Energy (NUCL)’s board and when?

Robert Kaplan, a board member, notified the company he will not stand for re-election at the Annual Meeting of Shareholders scheduled for August 19, 2026. The filing states his decision was not due to any disagreement with the company or the board.

Eagle Nuclear Energy Corp. reported that Adeptus Partners, LLC resigned as its independent registered public accounting firm effective July 29, 2026.

Accepted by SEC EDGAR 08/04/2026 - 05:00 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Eagle Nuclear Energy Corp. reported that Adeptus Partners, LLC resigned as its independent registered public accounting firm effective July 29, 2026. Adeptus’ prior audit reports for the fiscal year ended November 30, 2025 and the period from December 14, 2023 through November 30, 2024 contained an explanatory paragraph describing substantial doubt about the company’s ability to continue as a going concern. The company states there were no disagreements with Adeptus on accounting, disclosure, or audit scope.

During these periods and through the filing date, the company identified a material weakness in internal control over financial reporting related to an ineffective control environment, insufficient documentation of review procedures, and inadequate segregation of duties. On August 4, 2026, the audit committee approved engaging CBIZ CPAs P.C. as auditor for the year ending November 30, 2026, subject to customary client acceptance processes. Director Robert Kaplan notified the board he will not stand for re-election at the Annual Meeting scheduled for August 19, 2026, and his decision is described as not arising from any disagreement with the company.

Positive

None.

Negative

Prior audit reports included an explanatory paragraph citing substantial doubt about the company’s ability to continue as a going concern.
The company reports a material weakness in internal control over financial reporting, including an ineffective control environment, limited documentation of review procedures, and inadequate segregation of duties.

8-K Event Classification

3 items: 4.01, 5.02, 9.01

3 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Warrant exercise price: $11.50 per share Fiscal year end: November 30, 2025 Inception date: December 14, 2023 +3 more

6 metrics

Warrant exercise price $11.50 per share Each whole warrant exercisable for one share of common stock

Fiscal year end November 30, 2025 Adeptus audit report covered the fiscal year ended November 30, 2025

Inception date December 14, 2023 Audit report also covered the period from inception through November 30, 2024

Auditor resignation date July 29, 2026 Adeptus resigned as independent registered public accounting firm effective this date

New auditor engagement date August 4, 2026 Audit committee approved the engagement of CBIZ CPAs P.C.

Annual Meeting date August 19, 2026 Annual Meeting of Shareholders at which Robert Kaplan will not stand for re-election

Key Terms

going concern, material weakness, internal control over financial reporting, segregation of duties, +1 more

5 terms

going concern financial

"paragraph regarding substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

material weakness financial

"except for the following material weakness which the Company identified in its internal control"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

internal control over financial reporting financial

"material weakness which the Company identified in its internal control over financial reporting"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

segregation of duties financial

"including insufficient documentation of review procedures and inadequate segregation of duties"

Segregation of duties is the practice of splitting important financial and operational tasks among different people so no single person can both start, approve, and record the same transaction — like having one person ring up sales and another person deposit the money. For investors, it matters because this simple separation reduces the chance of mistakes or fraud, helps ensure financial reports are trustworthy, and lowers legal and reputation risk that can affect a company’s value.

emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Eagle Nuclear Energy (NUCL) announce in this 8-K?

Eagle Nuclear Energy disclosed that Adeptus Partners, LLC resigned as its independent registered public accounting firm on July 29, 2026. The audit committee approved engaging CBIZ CPAs P.C. for the year ending November 30, 2026, subject to completion of CBIZ’s customary client acceptance processes.

Did Eagle Nuclear Energy (NUCL) report any disagreements with Adeptus Partners?

The company states there were no disagreements with Adeptus on accounting principles, financial statement disclosure, or auditing scope or procedures. It also reports no “reportable events” during the periods covered, other than the previously identified material weakness in internal control over financial reporting.

What internal control issues did Eagle Nuclear Energy (NUCL) disclose?

Eagle Nuclear Energy disclosed a material weakness in internal control over financial reporting. It relates to failure to maintain an effective control environment, including insufficient documentation of review procedures and inadequate segregation of duties, which can affect the reliability of financial reporting.

What going concern language affects Eagle Nuclear Energy (NUCL)?

Adeptus’ audit report on Eagle Nuclear Energy’s financial statements included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. This language applied to the fiscal year ended November 30, 2025 and the period from December 14, 2023 through November 30, 2024.

Which director is leaving Eagle Nuclear Energy (NUCL)’s board and when?

Robert Kaplan, a board member, notified the company he will not stand for re-election at the Annual Meeting of Shareholders scheduled for August 19, 2026. The filing states his decision was not due to any disagreement with the company or the board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 29, 2026

Eagle Nuclear Energy Corp.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction
of incorporation)

001-43162

(Commission
File Number)

41-3113978

(I.R.S. Employer
Identification No.)

5470 Kietzke Lane, Suite 300

Reno, NV

(Address of principal executive offices)

89511

(Zip Code)

(775) 335-2029

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NUCL	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	NUCLW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 4.01. Changes in Registrant’s Certifying Accountant.

On July 29, 2026, Eagle Nuclear Energy Corp. (the “Company”) received written notice from Adeptus Partners, LLC (“Adeptus”) that Adeptus resigned as the Company’s independent registered public accounting firm, effective July 29, 2026.

Adeptus’ audit report on the Company’s consolidated financial statements for the fiscal year ended November 30, 2025 and for the period from December 14, 2023 (inception) through November 30, 2024, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles, except that such report included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal year ended November 30, 2025 and for the period from December 14, 2023 (inception) through November 30, 2024, and the subsequent interim period through the date of this report (the “Interim Period”), there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Adeptus on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Adeptus’ satisfaction, would have caused Adeptus to make reference to the subject matter of the disagreements in connection with its report.

During the fiscal year ended November 30, 2025 and for the period from December 14, 2023 (inception) through November 30, 2024, and the Interim Period, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the following material weakness which the Company identified in its internal control over financial reporting: failure to design or maintain an effective control environment commensurate with financial reporting requirements, including insufficient documentation of review procedures and inadequate segregation of duties.

The Company has provided Adeptus with a copy of the disclosures contained in this Current Report on Form 8-K and requested that Adeptus furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Adeptus agrees with the statements made in this report. A copy of Adeptus’ letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On August 4, 2026, the audit committee of the board of directors of the Company (the “Board”) approved the engagement of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending November 30, 2026. CBIZ’s engagement is subject to completion of its customary client acceptance processes.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2026, Robert Kaplan, a member of the Board, notified the Board that he will not stand for re-election at the Company’s upcoming Annual Meeting of Shareholders, presently scheduled for August 19, 2026. Mr. Kaplan’s decision not to stand for re-election was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter from Adeptus Partners, LLC, dated August 4, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EAGLE NUCLEAR ENERGY CORP.

Date: August 4, 2026	/s/ Manavdeep Mukhija
	Name: Manavdeep Mukhija
	Title: Chief Executive Officer and Chairman

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents