Earnout tied to $16 NUCL VWAP for 56,805 shares over five years

Rhea-AI Filing Summary

Eagle Nuclear Energy Corp. director Basi Kuljit Singh filed an initial ownership report showing indirect holdings through SVK Metrix Inc. This includes rights to receive 56,805 Earnout Shares of common stock and 629,587 shares of common stock. The Earnout Shares become payable only if the company’s volume-weighted average price reaches at least $16.00 for 20 trading days within a 30-day window during the five-year period after the merger closing. Singh, as President of SVK Metrix Inc., disclaims beneficial ownership of these shares except for his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Basi Kuljit Singh

Role Director

Type	Security	Shares	Price	Value
holding	Right to receive Earnout Shares	--	--	--
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Right to receive Earnout Shares — 56,805 shares (Indirect, By SVK Metrix Inc.); Common Stock, par value $0.0001 per share — 629,587 shares (Indirect, By SVK Metrix Inc.)

Footnotes (1)

1. The reporting person is the President of SVK Metrix Inc. The Reporting Person disclaims beneficial ownership of the shares held by SVK Metrix Inc., except to the extent of his pecuniary interest therein. On February 24, 2026, the Reporting Person became entitled to receive 56,805 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. 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, the Reporting Person will be entitled to receive 56,805 Earnout Shares.

Key Figures

Earnout Shares underlying: 56,805 shares Indirect common stock holdings: 629,587 shares Earnout VWAP hurdle: $16.00 per share +3 more

6 metrics

Earnout Shares underlying 56,805 shares Potential common stock issuable if earnout conditions are met

Indirect common stock holdings 629,587 shares Common Stock held indirectly by SVK Metrix Inc.

Earnout VWAP hurdle $16.00 per share Dollar volume-weighted average price trigger for Earnout Shares

Trading days at or above hurdle 20 trading days Required days at or above $16.00 VWAP within 30 days

Measurement window 30 consecutive trading days Window in which 20 days must meet the VWAP condition

Earnout measurement period Five years Period after merger closing during which VWAP condition can be satisfied

Key Terms

Earnout Shares, dollar volume-weighted average price ("VWAP"), Amended and Restated Agreement and Plan of Merger, five-year anniversary of the Closing Date

4 terms

Earnout Shares financial

"the Reporting Person became entitled to receive 56,805 shares ... Common Stock (the "Earnout Shares")"

Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.

dollar volume-weighted average price ("VWAP") financial

"In the event that the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $16.00"

Amended and Restated Agreement and Plan of Merger financial

"pursuant to an "earnout" provision in the Amended and Restated Agreement and Plan of Merger"

five-year anniversary of the Closing Date financial

"during the period beginning on the Closing Date and ending on the five-year anniversary of the Closing Date"

Understanding Insider Trading Forms →

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Basi Kuljit Singh

(Last) (First) (Middle)

5470 KIETZKE LANE

SUITE 300

(Street)

RENO NEVADA 89511

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2026

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)

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

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

X	Form filed by One Reporting Person
	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, par value $0.0001 per share	629,587(1)	I	By SVK Metrix Inc.

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
Right to receive Earnout Shares	(2)	(2)	Common Stock, par value $0.0001 per share	56,805(1)(2)(3)	(2)	I	By SVK Metrix Inc.

Explanation of Responses:

1. The reporting person is the President of SVK Metrix Inc. The Reporting Person disclaims beneficial ownership of the shares held by SVK Metrix Inc., except to the extent of his pecuniary interest therein.

2. On February 24, 2026, the Reporting Person became entitled to receive 56,805 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.

3. 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, the Reporting Person will be entitled to receive 56,805 Earnout Shares.

	/s/ Kuljit Singh Basi	04/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider position did Basi Kuljit Singh report in Eagle Nuclear Energy Corp. (NUCL)?

Basi Kuljit Singh reported indirect holdings in Eagle Nuclear Energy Corp. through SVK Metrix Inc. These consist of 629,587 shares of common stock and rights tied to 56,805 Earnout Shares. The filing is an initial ownership statement rather than a new purchase or sale.

How many Earnout Shares are associated with NUCL for Basi Kuljit Singh?

The filing shows 56,805 Earnout Shares potentially issuable as common stock to an entity associated with Singh. These Earnout Shares are contingent on future stock price performance conditions outlined in the merger agreement and are not currently outstanding common shares.

What stock price condition must Eagle Nuclear Energy Corp. (NUCL) meet for the Earnout Shares to vest?

The Earnout Shares vest if NUCL’s VWAP hits $16.00 or more per share for 20 trading days within any 30 consecutive trading-day period. This must occur during the five-year span following the merger closing defined in the merger agreement.

Over what time period can the NUCL Earnout Shares be earned by SVK Metrix Inc.?

The earnout period lasts five years beginning on the merger closing date. During this time, if the volume-weighted average price condition of $16.00 per share is satisfied, 56,805 Earnout Shares of Eagle Nuclear Energy Corp. common stock become issuable to the reporting person’s affiliated entity.

Does Basi Kuljit Singh claim full beneficial ownership of the NUCL shares held by SVK Metrix Inc.?

No, Singh disclaims full beneficial ownership of the shares held by SVK Metrix Inc. He is President of that entity but only acknowledges beneficial ownership to the extent of his pecuniary interest, according to the disclosure language in the filing’s footnote.

How many NUCL common shares are indirectly held for Basi Kuljit Singh after this filing?

The filing reports 629,587 NUCL common shares indirectly held through SVK Metrix Inc. This figure reflects indirect ownership rather than shares held in Singh’s own name, and it is disclosed in his initial Form 3 ownership statement.