Eagle Nuclear (NUCL) sponsor shifts stake, sets 9.8% blocker

Rhea-AI Filing Summary

Eagle Nuclear Energy Corp. insider entities reported an internal restructuring of their holdings. Spring Valley Acquisition Sponsor II, LLC transferred 2,408,335 common shares and 9,422,133 warrants in the company to its members for no consideration, with Supercycle Holdings LLC receiving 1,712,525 shares and 6,699,917 warrants.

After the transfer, these securities are held directly by Supercycle, which, along with the Sponsor, is controlled by Christopher Sorrells. The filing notes that all such securities may be deemed beneficially owned by him, while each reporting person disclaims beneficial ownership beyond its pecuniary interest.

The filing also highlights a 9.8% “Blocker” that limits Supercycle’s warrant exercises so that common stock issued upon exercise does not exceed 9.8% of Eagle Nuclear’s outstanding shares, constraining how many warrants can be turned into shares at any one time.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Spring Valley Acquisition Sponsor II, LLC, Sorrells Christopher Dixon

Role null | null

Type	Security	Shares	Price	Value
Other	Private Warrant	2,722,216	$0.00	--
Other	Common Stock	695,810	$0.00	--

Holdings After Transaction: Private Warrant — 6,699,917 shares (Direct, null); Common Stock — 1,712,525 shares (Direct, null)

Footnotes (1)

1. On April 24, 2026, Spring Valley Acquisition Sponsor II, LLC (the "Sponsor") transferred all of its 2,408,335 shares of common stock and 9,422,133 warrants (the "Securities") of Eagle Nuclear Energy Corp. (the "Issuer") to its members for no consideration. Supercycle Holdings LLC ("Supercycle") received 1,712,525 shares and 6,699,917 warrants. The reported Securities were held directly by the Sponsor and are now held directly by Supercycle. The Sponsor and Supercycle are controlled by Mr. Christopher Sorrells. Accordingly, all of the securities held by the Sponsor and Supercycle may be deemed to be beneficially held by Mr. Sorrells. Each reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. Supercycle elected to limit the number of shares of common stock that may be issued to a specified threshold of 9.8% of the issued and outstanding shares of common stock (the "Blocker"). As a result of the Blocker, as of the date hereof, any attempted exercise by Supercycle of warrants in excess of the specified threshold will not be effected.

Key Figures

Common shares transferred: 2,408,335 shares Warrants transferred: 9,422,133 warrants Supercycle common shares: 1,712,525 shares +4 more

7 metrics

Common shares transferred 2,408,335 shares Transferred by Sponsor to members for no consideration

Warrants transferred 9,422,133 warrants Transferred by Sponsor to members for no consideration

Supercycle common shares 1,712,525 shares Held directly after internal transfer

Supercycle warrants 6,699,917 warrants Held directly after internal transfer

Warrant exercise price $11.50 per share Exercise price of private warrants held by Supercycle

Ownership blocker threshold 9.8% of outstanding shares Limit on common stock issuable to Supercycle via warrant exercises

Warrant expiration February 24, 2031 Expiration date of private warrants referenced in filing

Key Terms

Private Warrant, beneficial ownership, pecuniary interest, Blocker, +1 more

5 terms

Private Warrant financial

""Private Warrant" with an exercise price of 11.5000 per share"

beneficial ownership financial

"may be deemed to be beneficially held by Mr. Sorrells"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest"

Blocker financial

"specified threshold of 9.8% of the issued and outstanding shares of common stock (the "Blocker")"

warrants financial

"9,422,133 warrants (the "Securities") of Eagle Nuclear Energy Corp."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spring Valley Acquisition Sponsor II, LLC

(Last) (First) (Middle)

4030 MAPLE AVENUE, SUITE 500

(Street)

DALLAS TEXAS 75219

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/24/2026		J(1)		695,810	D	(1)	1,712,525	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Warrant	$11.5	04/24/2026		J(1)			2,722,216	03/26/2026	02/24/2031	Common Stock	2,722,216	(1)	6,699,917(3)	D(2)

1. Name and Address of Reporting Person^*

Spring Valley Acquisition Sponsor II, LLC

(Last) (First) (Middle)

4030 MAPLE AVENUE, SUITE 500

(Street)

DALLAS TEXAS 75219

(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)

4030 MAPLE AVENUE, SUITE 500

(Street)

DALLAS TEXAS 75219

(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. On April 24, 2026, Spring Valley Acquisition Sponsor II, LLC (the "Sponsor") transferred all of its 2,408,335 shares of common stock and 9,422,133 warrants (the "Securities") of Eagle Nuclear Energy Corp. (the "Issuer") to its members for no consideration. Supercycle Holdings LLC ("Supercycle") received 1,712,525 shares and 6,699,917 warrants.

2. The reported Securities were held directly by the Sponsor and are now held directly by Supercycle. The Sponsor and Supercycle are controlled by Mr. Christopher Sorrells. Accordingly, all of the securities held by the Sponsor and Supercycle may be deemed to be beneficially held by Mr. Sorrells. Each reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.

3. Supercycle elected to limit the number of shares of common stock that may be issued to a specified threshold of 9.8% of the issued and outstanding shares of common stock (the "Blocker"). As a result of the Blocker, as of the date hereof, any attempted exercise by Supercycle of warrants in excess of the specified threshold will not be effected.

	Spring Valley Acquisition Sponsor II, LLC, By: /s/ Christopher Sorrells Name: Christopher Sorrells Title: Manager	04/28/2026
	/s/ Christopher Sorrells	04/28/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Eagle Nuclear Energy Corp. (NUCL) report?

Eagle Nuclear reported an internal transfer where its sponsor moved 2,408,335 common shares and 9,422,133 warrants to its members for no consideration, with Supercycle Holdings LLC receiving 1,712,525 shares and 6,699,917 warrants, changing which entity directly holds these securities.

Who now directly holds the Eagle Nuclear (NUCL) securities after the restructuring?

Following the restructuring, Supercycle Holdings LLC directly holds 1,712,525 common shares and 6,699,917 warrants in Eagle Nuclear. These securities were previously held by Spring Valley Acquisition Sponsor II, LLC, which distributed them to its members without consideration as part of an internal reallocation.

How is Christopher Sorrells connected to the NUCL insider holdings?

Christopher Sorrells controls both Spring Valley Acquisition Sponsor II, LLC and Supercycle Holdings LLC. The filing states that all securities held by these entities may be deemed beneficially owned by him, while each reporting person disclaims beneficial ownership beyond its respective pecuniary interest.

What is the 9.8% Blocker mentioned in the Eagle Nuclear (NUCL) filing?

The 9.8% Blocker caps how many Eagle Nuclear shares Supercycle can receive from warrant exercises. It limits issuances so Supercycle’s common stock stays at or below 9.8% of outstanding shares, preventing any warrant exercise that would push its ownership above that threshold at the time.

What are the key terms of Supercycle’s Eagle Nuclear (NUCL) warrants?

Supercycle’s private warrants cover 6,699,917 underlying common shares at an exercise price of $11.50 per share and expire on February 24, 2031. The 9.8% Blocker restricts exercises that would cause Supercycle’s ownership of Eagle Nuclear common stock to exceed 9.8%.

Was there any cash consideration in the NUCL insider restructuring?

The restructuring involved no cash consideration. Spring Valley Acquisition Sponsor II, LLC transferred 2,408,335 common shares and 9,422,133 warrants in Eagle Nuclear to its members for no consideration, indicating an internal reallocation of ownership rather than a purchase or sale transaction.