Blue Bird Capital discloses large Eagle Nuclear (NUCL) stake and contingent earnout

Q: How many Eagle Nuclear Energy (NUCL) common shares does Blue Bird Capital directly own?

Blue Bird Capital directly holds 6,175,031 shares of Eagle Nuclear Energy common stock . This position is reported under direct ownership on the Form 3 and establishes Blue Bird Capital as a significant, over-ten-percent owner of NUCL’s outstanding common equity.

Q: What are the 556,383 earnout shares disclosed for NUCL?

The Form 3 discloses a right to receive 556,383 earnout shares of Eagle Nuclear Energy common stock. These shares are issuable only if specified stock price performance conditions are met during a defined five-year period following the closing of the merger agreement.

Q: What stock price condition must NUCL meet for the earnout shares to vest?

The earnout shares vest if the dollar volume-weighted average price reaches at least $16.00 per share for 20 trading days within any 30 consecutive trading-day period. This performance window must occur during the five-year period beginning on the merger closing date.

Q: Is Blue Bird Capital a ten percent owner of Eagle Nuclear Energy (NUCL)?

Yes. The Form 3 identifies Blue Bird Capital Enterprises LLC as a ten percent owner of Eagle Nuclear Energy Corp. It reports substantial direct ownership of common stock and additional potential earnout shares tied to future stock price performance conditions.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Blue Bird Capital Enterprises LLC filed an initial ownership report for Eagle Nuclear Energy Corp. It reports direct ownership of 6,175,031 shares of Common Stock, par value $0.0001 per share, as of the reporting date.

The filing also discloses a right to receive up to 556,383 additional Common Stock earnout shares. These earnout shares become issuable if the dollar volume-weighted average price of Eagle Nuclear’s Common Stock equals or exceeds $16.00 per share for 20 trading days within any 30 consecutive trading-day period during the five-year period starting on the merger closing date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Blue Bird Capital Enterprises LLC

Role 10% Owner

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 — 556,383 shares (Direct); Common Stock, par value $0.0001 per share — 6,175,031 shares (Direct)

Footnotes (1)

On February 24, 2026, the Reporting Person became entitled to receive 556,383 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 556,383 Earnout Shares.

Understanding Insider Trading Forms →

02/24/2026 - 09:03 PM

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^*

Blue Bird Capital Enterprises LLC

(Last)

(First)

(Middle)

1-1800 SUNSET HARBOUR DR.

(Street)

MIAMI BEACH

33139

(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)

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	6,175,031	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Right to receive Earnout Shares	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	556,383⁽¹⁾⁽²⁾	⁽¹⁾	D

Explanation of Responses:

1. On February 24, 2026, the Reporting Person became entitled to receive 556,383 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.

2. 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 556,383 Earnout Shares.

Remarks:

Exhibit List: Ex. 24.1 - Power of Attorney

	/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact	02/24/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What does Blue Bird Capital Enterprises LLC report in its Form 3 for NUCL?

Blue Bird Capital Enterprises LLC reports initial ownership of Eagle Nuclear Energy Corp. (NUCL) securities. It lists 6,175,031 shares of Common Stock and a contingent right to receive 556,383 additional earnout shares, reflecting a significant ownership stake in the company.

How many Eagle Nuclear Energy (NUCL) common shares does Blue Bird Capital directly own?

Blue Bird Capital directly holds 6,175,031 shares of Eagle Nuclear Energy common stock. This position is reported under direct ownership on the Form 3 and establishes Blue Bird Capital as a significant, over-ten-percent owner of NUCL’s outstanding common equity.

What are the 556,383 earnout shares disclosed for NUCL?

The Form 3 discloses a right to receive 556,383 earnout shares of Eagle Nuclear Energy common stock. These shares are issuable only if specified stock price performance conditions are met during a defined five-year period following the closing of the merger agreement.

What stock price condition must NUCL meet for the earnout shares to vest?

The earnout shares vest if the dollar volume-weighted average price reaches at least $16.00 per share for 20 trading days within any 30 consecutive trading-day period. This performance window must occur during the five-year period beginning on the merger closing date.

Which agreement governs the NUCL earnout shares for Blue Bird Capital?

The right to receive the 556,383 earnout shares arises under the Amended and Restated Agreement and Plan of Merger dated September 29, 2025. That merger agreement sets the earnout mechanics, performance conditions, and the five-year measurement period tied to Eagle Nuclear’s stock.

Is Blue Bird Capital a ten percent owner of Eagle Nuclear Energy (NUCL)?

Yes. The Form 3 identifies Blue Bird Capital Enterprises LLC as a ten percent owner of Eagle Nuclear Energy Corp. It reports substantial direct ownership of common stock and additional potential earnout shares tied to future stock price performance conditions.