Sponsor for Eagle Nuclear Energy (NUCL) reports 2.4M shares and 9.4M private warrants
Filing Impact
Filing Sentiment
Form Type
3/A
Rhea-AI Filing Summary
Eagle Nuclear Energy Corp. reported initial holdings for Spring Valley Acquisition Sponsor II, LLC and Christopher Sorrells following a merger with Spring Valley Acquisition Corp. II. The Sponsor holds 2,408,335 shares of common stock received in exchange for an equal number of SVII Class B founder shares.
The Sponsor also holds 9,422,133 private warrants, each exercisable for one share of common stock at $11.50 per share. These warrants become exercisable on March 26, 2026 and expire on February 24, 2031, subject to earlier redemption.
The warrants were received through several merger-related steps: 1,500,000 warrants in settlement of working capital loans, 922,133 warrants under a sponsor agreement, and 7,000,000 warrants in exchange for existing SVII warrants. Mr. Sorrells controls the Sponsor and may be deemed a beneficial owner, though each reporting person disclaims beneficial ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Spring Valley Acquisition Sponsor II, LLC, Sorrells Christopher Dixon
Role
null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Private Warrants | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Private Warrants — 9,422,133 shares (Direct, null);
Common Stock — 2,408,335 shares (Direct, null)
Footnotes (1)
- Pursuant to that certain Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 29, 2025, by and among Eagle Nuclear Energy Corp. (the "Issuer"), Spring Valley Acquisition Corp. II ("SVII"), Eagle Energy Metals Corp., Spring Valley Merger Sub III, Inc., and Spring Valley Merger Sub II, Inc., Spring Valley Acquisition Sponsor II, LLC (the "Sponsor") received 2,408,335 of the Issuer's common stock, par value $0.01 per share ("Common Stock"), in exchange for the 2,408,335 SVII Class B founder shares, par value $0.001 per share, that the Sponsor held, prior to the effective time of the merger. The reported securities are held directly by the Sponsor. The Sponsor is controlled by Mr. Christopher Sorrells. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Mr. Sorrells. Each reporting person under this Form 3 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. Each warrant will become exercisable on March 26, 2026. Each warrant will expire on February 24, 2031, or earlier upon redemption. Pursuant to the Merger Agreement, the Sponsor received (i) 1,500,000 of the Issuer's private warrants in settlement of outstanding working capital loans; (ii) 922,133 additional private warrants pursuant to a Sponsor Agreement related to the Merger Agreement; and (iii) 7,000,000 private warrants in exchange for 7,000,000 SVII warrants at an exercise price of $11.50 per share, that the Sponsor held.
Key Figures
Common stock held: 2,408,335 shares
Private warrants held: 9,422,133 warrants
Warrant exercise price: $11.50 per share
+5 more
8 metrics
Common stock held
2,408,335 shares
Common stock issued to Sponsor under Merger Agreement
Private warrants held
9,422,133 warrants
Private warrants held by Sponsor following merger-related issuances
Warrant exercise price
$11.50 per share
Exercise price for each private warrant into common stock
Warrant exercisability date
March 26, 2026
Date each private warrant becomes exercisable
Warrant expiration date
February 24, 2031
Scheduled expiration of each private warrant, or earlier upon redemption
Working capital loan warrants
1,500,000 warrants
Private warrants received in settlement of working capital loans
Sponsor agreement warrants
922,133 warrants
Additional private warrants issued under sponsor agreement
Exchanged SVII warrants
7,000,000 warrants
Private warrants issued in exchange for 7,000,000 SVII warrants
Key Terms
Amended and Restated Agreement and Plan of Merger, private warrants, beneficial ownership, pecuniary interest, +1 more
5 terms
Amended and Restated Agreement and Plan of Merger regulatory
"Pursuant to that certain Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 29, 2025..."
private warrants financial
"Pursuant to the Merger Agreement, the Sponsor received (i) 1,500,000 of the Issuer's private warrants in settlement of outstanding working capital loans..."
beneficial ownership financial
"all of the shares held by the Sponsor may be deemed to be beneficially held by Mr. Sorrells..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"Each reporting person under this Form 3 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein..."
redemption financial
"Each warrant will expire on February 24, 2031, or earlier upon redemption."
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
FAQ
What does Eagle Nuclear Energy (NUCL) disclose in this Form 3/A?
Eagle Nuclear Energy’s Form 3/A discloses initial holdings for Spring Valley Acquisition Sponsor II, LLC and Christopher Sorrells after a merger. It details common stock received and private warrants held, including exercise price, exercisability date, and expiration date.
How many private warrants in Eagle Nuclear Energy (NUCL) does the Sponsor own?
The Sponsor holds 9,422,133 private warrants linked to Eagle Nuclear common stock. These include 1,500,000 warrants for working capital loan settlement, 922,133 additional warrants under a sponsor agreement, and 7,000,000 warrants exchanged for existing SVII warrants.
What are the key terms of the Eagle Nuclear (NUCL) private warrants?
Each private warrant is exercisable for one Eagle Nuclear common share at $11.50 per share. According to the filing, the warrants become exercisable on March 26, 2026 and are scheduled to expire on February 24, 2031, subject to earlier redemption.
Is this Eagle Nuclear (NUCL) Form 3/A a buy or sell transaction?
The Form 3/A does not report open-market buys or sells. It records initial ownership positions in common stock and private warrants arising from the merger transactions and related agreements, rather than discretionary trading activity in Eagle Nuclear’s securities.