Sponsor discloses 2.4M NUCL shares and 9.4M private warrants after merger

Rhea-AI Filing Summary

Eagle Nuclear Energy Corp. filed an initial insider ownership report showing that Spring Valley Acquisition Sponsor II, LLC, together with affiliated Pearl Energy funds and Quinn William J, is a ten-percent owner. The Sponsor indirectly holds 2,408,334 shares of common stock, received under a merger agreement in exchange for an equal number of Spring Valley Acquisition Corp. II Class B founder shares.

The Sponsor also indirectly holds 9,422,133 private warrants, consisting of 1,500,000 warrants received in settlement of working capital loans, 922,133 additional private warrants under a related sponsor agreement, and 7,000,000 warrants exchanged from prior SVII warrants at an exercise price of $11.50 per share. Each warrant becomes exercisable 30 days after completion of Eagle Nuclear’s initial business combination and generally expires five years after that combination or earlier upon redemption or liquidation. Pearl Energy Investment II, L.P. and its general partners may be deemed beneficial owners through their control of the Sponsor, though each reporting person 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 TX 75201

(City) (State) (Zip)

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 ]

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

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

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

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	2,408,334(1)	I(2)	See footnote.

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	I(2)	See footnote.

1. Name and Address of Reporting Person^*

Spring Valley Acquisition Sponsor II, LLC

(Last) (First) (Middle)

2100 MCKINNEY AVE, SUITE 1675

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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^*

PEARL ENERGY INVESTMENTS II, L.P.

(Last) (First) (Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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^*

Pearl Energy Investment II GP, L.P.

(Last) (First) (Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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^*

Pearl Energy Investment II UGP, LLC

(Last) (First) (Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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^*

Quinn William J

(Last) (First) (Middle)

2100 MCKINNEY AVE., SUITE 1675

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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 2,408,334 of the Issuer's common stock, par value $0.01 per share ("Common Stock"), in exchange for the 2,408,334 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 were held directly by the Sponsor. The Sponsor is controlled by Pearl Energy Investment II, L.P. ("Pearl"). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ("Pearl GP"), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ("Pearl LLC"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Pearl, Pearl GP and Pearl LLC. Each such 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 30 days after the completion by the Issuer of an initial business combination.

4. Each warrant will expire five years after the completion by the Issuer of an initial business combination, or earlier upon redemption; provided that the warrants will expire earlier if the Issuer has not completed an initial business combination within the required time period and liquidates the trust account in connection therewith.

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.

	Spring Valley Acquisition Sponsor II, LLC, By: /s/ David Levinson Name: David Levinson Title: Corporate Secretary	03/04/2026
	Pearl Energy Investments II, L.P. By: Pearl Energy Investment II, GP, L.P., its General Partner By: Pearl Energy Investment II UGP, LLC, its General Partner By: /s/ William Quinn Name: William Quinn Title: Managing Partner	03/04/2026
	Pearl Energy Investment II GP, L.P. By: Pearl Energy Investment UGP, LLC, its General Partner By: /s/ William Quinn Name: William Quinn Title: Managing Partner	03/04/2026
	Pearl Energy Investment II UGP, LLC By: /s/ William Quinn Name: William Quinn Title: Managing Partner	03/04/2026
	/s/ William Quinn	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider ownership does NUCL’s Form 3 disclose for Eagle Nuclear Energy?

The Form 3 shows a sponsor group as ten-percent owners of Eagle Nuclear Energy. Spring Valley Acquisition Sponsor II, LLC indirectly holds 2,408,334 common shares and 9,422,133 private warrants, establishing a significant equity and warrant position following the merger-related transactions.

How did Spring Valley’s sponsor receive its 2,408,334 NUCL common shares?

The sponsor received 2,408,334 Eagle Nuclear common shares through a merger agreement. These shares were issued in exchange for 2,408,334 Spring Valley Acquisition Corp. II Class B founder shares held before the merger’s effective time, converting the sponsor’s prior SPAC equity into NUCL stock.

How many private warrants tied to NUCL does the sponsor hold and how were they issued?

The sponsor holds 9,422,133 private warrants related to Eagle Nuclear. 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 from prior SVII warrants at an $11.50 per share exercise price.

When can the NUCL private warrants reported on the Form 3 be exercised?

Each private warrant becomes exercisable 30 days after Eagle Nuclear completes its initial business combination. This timing links warrant exercisability directly to the closing of a qualifying transaction, delaying potential share issuance until after the combination is finalized.

How long will Eagle Nuclear’s reported private warrants remain outstanding?

The private warrants expire five years after Eagle Nuclear completes its initial business combination. They can also expire earlier if redeemed or if the company fails to complete a combination and liquidates its trust account, ending the warrants ahead of the five-year term.

How are Pearl Energy entities connected to NUCL’s reported sponsor holdings?

The sponsor is controlled by Pearl Energy Investment II, L.P., which is controlled by Pearl Energy Investment II GP, L.P., and then Pearl Energy Investment II UGP, LLC. These entities may be deemed beneficial owners but each disclaims ownership beyond its pecuniary interest in the reported securities.