Eagle Nuclear insiders disclose NUCL holdings, earnout rights
Eagle Nuclear Energy Corp. insiders Naranjan Parhar and Balvinder Parhar filed an initial statement of beneficial ownership.
Rhea-AI Filing Summary
Eagle Nuclear Energy Corp. insiders Naranjan Parhar and Balvinder Parhar filed an initial statement of beneficial ownership. They report direct holdings of 2,028,671 shares of Common Stock, par value $0.0001 per share, and rights tied to 183,041 potential Earnout Shares.
The earnout rights are contingent. Each reporting person will be entitled to receive 183,041 Earnout Shares if the dollar volume-weighted average price (VWAP) of the Common Stock equals or exceeds $16.00 per share for 20 trading days within any 30 consecutive trading-day period during the five years following the merger closing, as described in the Merger Agreement.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Parhar Naranjan Singh, Parhar Balvinder Kaur
Role
Insider | Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Right to receive Earnout Shares | -- | -- | -- |
| holding | Right to receive Earnout Shares | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
Right to receive Earnout Shares — 366,082 contracts (Direct);
Common Stock, par value $0.0001 per share — 4,057,342 shares (Direct)
Footnotes (4)
- F1. These securities are owned by Naranjan Parhar, who may be deemed to be a member of a "group" with Balvinder Parhar for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2. These securities are owned by Balvinder Parhar, who may be deemed to be a member of a "group" with Naranjan Parhar for purposes of Section 13(d) of the Exchange Act.
- F3. On February 24, 2026, Naranjan Parhar and Balvinder Parhar each became entitled to receive 183,041 shares of Eagle Nuclear Energy Corp.'s (the "Issuer") Common Stock (the "Earnout Shares") pursuant to an "earnout" provision in the Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Spring Valley Acquisition Corp. II, the Issuer, Spring Valley Merger Sub III, Inc., Spring Valley Merger Sub II, Inc., and Eagle Energy Metals Corp., in the event that the metrics described in the following footnote are satisfied during the five-year period following the closing (the "Closing Date") contemplated in the Merger Agreement.
- F4. In the event that the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $16.00 per share for twenty (20) trading days within a period of thirty (30) consecutive trading days during the period beginning on the Closing Date and ending on the five-year anniversary of the Closing Date, each of Naranjan Parhar and Balvinder Parhar will be entitled to receive 183,041 Earnout Shares.
Key Figures
Common Stock held: 2,028,671 shares
Earnout Shares per person: 183,041 shares
Earnout VWAP hurdle: $16.00 per share
+3 more
6 metrics
Common Stock held
2,028,671 shares
Total Common Stock reported as directly owned following transactions
Earnout Shares per person
183,041 shares
Potential Common Stock each reporting person may receive under earnout
Earnout VWAP hurdle
$16.00 per share
VWAP condition for Earnout Shares to become issuable
VWAP trading-day requirement
20 of 30 trading days
Must be met within any 30-day window in the earnout period
Earnout measurement period
Five years
Five-year period after merger closing for earnout condition
Earnout exercise price
$0.0000
Exercise price listed for rights to receive Earnout Shares
Key Terms
Earnout Shares, dollar volume-weighted average price ("VWAP"), Amended and Restated Agreement and Plan of Merger, Section 13(d) of the Securities Exchange Act of 1934
4 terms
dollar volume-weighted average price ("VWAP") financial
"the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $16.00 per share"
Amended and Restated Agreement and Plan of Merger regulatory
"pursuant to an "earnout" provision in the Amended and Restated Agreement and Plan of Merger"
Section 13(d) of the Securities Exchange Act of 1934 regulatory
"may be deemed to be a member of a "group" with ... for purposes of Section 13(d) of the Securities Exchange Act of 1934"
Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the NUCL Form 3 filing by Naranjan and Balvinder Parhar show?
The Form 3 shows initial beneficial ownership in Eagle Nuclear Energy Corp., including 2,028,671 Common Shares and rights linked to 183,041 potential Earnout Shares, providing a baseline of each reporting person’s equity exposure after the merger-related transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
