Form 8-A12B Eagle Nuclear Energy

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 

PURSUANT TO SECTION 12(b) OR 12(g) OF 

THE SECURITIES EXCHANGE ACT OF 1934

 

Eagle Nuclear Energy Corp.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada		41-3113978
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2100 McKinney Ave, Suite 1675 Dallas, TX		75201
(Address of principal executive offices)		(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to be Registered		Name of Each Exchange on Which Each Class is to be Registered
Common Stock, par value $0.0001 per share		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share		The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 

333-290631

 

Securities to be registered pursuant to Section 12(g) of the Act: 

None.

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are shares of common stock with a par value of $0.0001 per share (the “PubCo Common Stock”) and warrants, each entitling the holder thereof to purchase one share of PubCo Common Stock at an exercise price of $11.50 per share (the “PubCo Warrants”), of Eagle Nuclear Energy Corp. (“PubCo”).

 

The description of the PubCo Common Stock and PubCo Warrants contained in the section entitled “Description of New Eagle Securities” in the proxy statement/prospectus included in PubCo’s Registration Statement on Form S-4 (File No. 333-290631), as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed herewith or incorporated by reference, because no other securities of the Registrant are registered on the Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	EAGLE NUCLEAR ENERGY CORP.
	By:	/s/ Christopher Sorrells
	Name:	Christopher Sorrells
	Title:	President and Director

 

Dated: February 24, 2026

 

 

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