Large NUCL stake: sponsor for Eagle Nuclear Energy (NUCL) details shares and warrants

Rhea-AI Filing Summary

Eagle Nuclear Energy Corp. disclosed that Spring Valley Acquisition Sponsor II, LLC, a 10% owner, holds 2,408,335 shares of common stock and 9,422,133 private warrants for common stock. The warrants have an exercise price of $11.50 per share, become exercisable on March 26, 2026, and expire on February 24, 2031, unless redeemed earlier.

The common shares were received in a merger-related exchange for an equal number of founder shares of Spring Valley Acquisition Corp. II. The private warrants were received through settlement of working capital loans, a related sponsor agreement, and an exchange of existing SVII warrants. The securities are held directly by the sponsor, which is controlled by Christopher Sorrells; he and the sponsor may be deemed 10% owners but each disclaims beneficial ownership beyond their pecuniary interest.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Spring Valley Acquisition Sponsor II, LLC

(Last) (First) (Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2026

3. Issuer Name and Ticker or Trading Symbol
Eagle Nuclear Energy Corp. [ NUCL ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,408,335(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Warrants	(3)	(4)	Common Stock	9,422,133(5)	$11.5	D(2)

1. Name and Address of Reporting Person^*

Spring Valley Acquisition Sponsor II, LLC

(Last) (First) (Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sorrells Christopher Dixon

(Last) (First) (Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

2. 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.

3. Each warrant will become exercisable on March 26, 2026.

4. Each warrant will expire on February 24, 2031, or earlier upon redemption.

5. 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.

Remarks:

This Form 3/A amends the Form 3 filing dated March 4, 2026 (the "Original Form 3") to remove Pearl Energy Investments II, L.P., Pearl Energy Investment II GP, L.P. and Pearl Energy Investment II UGP, LLC as Reporting Persons, and add Mr. Christopher Sorrells as a Reporting Person. This Form 3/A also updated the ownership form of the common stock and private warrants reported herein. Other than these changes, this form contains no amendment to the Original Form 3.

	Spring Valley Acquisition Sponsor II, LLC, By: /s/ Christopher Sorrells Name: Christopher Sorrells Title: Manager	03/19/2026
	/s/ Christopher Sorrells	03/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 3: SEC 1473 (03-26)

FAQ

What insider holdings in NUCL does Spring Valley Acquisition Sponsor II, LLC report?

Spring Valley Acquisition Sponsor II, LLC reports holding 2,408,335 common shares and 9,422,133 private warrants of Eagle Nuclear Energy Corp. The warrants are exercisable into common stock at a fixed price, giving significant potential equity exposure alongside existing share ownership.

At what price and when can the NUCL private warrants be exercised?

The private warrants are exercisable at an exercise price of $11.50 per share. Each warrant becomes exercisable on March 26, 2026 and will expire on February 24, 2031, unless they are redeemed earlier under their terms.

How did the NUCL common stock reported by the sponsor originate?

The sponsor received 2,408,335 NUCL common shares under a merger agreement. These shares were issued in exchange for 2,408,335 Class B founder shares of Spring Valley Acquisition Corp. II that the sponsor held before the merger’s effective time.

How did the sponsor obtain the 9,422,133 NUCL private warrants?

The sponsor received 1,500,000 private warrants to settle working capital loans, 922,133 private warrants under a sponsor agreement, and 7,000,000 private warrants in exchange for 7,000,000 SVII warrants, all pursuant to the merger agreement involving Eagle Nuclear Energy Corp.

What is Christopher Sorrells’s relationship to the NUCL securities held by the sponsor?

The reported securities are held directly by the sponsor, which is controlled by Christopher Sorrells. All shares held by the sponsor may be deemed beneficially owned by him, but each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest.

Do the NUCL reporting persons admit full beneficial ownership of the reported securities?

No. Each reporting person expressly disclaims beneficial ownership of the reported securities except for their pecuniary interest. The disclosure states it should not be construed as an admission that any reporting person is the beneficial owner of the securities.