Upgrade to SI Premium - Free Trial

Form 3/A Eagle Nuclear Energy For: Feb 24 Filed by: Sorrells Christopher Dixon

April 28, 2026 8:57 AM
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
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Spring Valley Acquisition Sponsor II, LLC
(Last) (First) (Middle)
4030 MAPLE AVENUE, SUITE 500
(Street)
DALLAS TX 75219
(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)
03/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 2,408,335 (1)
D (2)
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 D (2)
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 2,408,335 of the Issuer's common stock, par value $0.01 per share ("Common Stock"), in exchange for the 2,408,335 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 are held directly by the Sponsor. The Sponsor is controlled by Mr. Christopher Sorrells. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Mr. Sorrells. Each 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 on March 26, 2026.
4. Each warrant will expire on February 24, 2031, or earlier upon redemption.
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.
Remarks:
This Form 3/A amends the Form 3 filing, dated March 19, 2026 (the "Original Form 3/A"), which was intended to be filed as an Amendment and was inadvertently filed as a Form 3. Other than these changes, this form contains no amendment to the Original Form 3/A.
Spring Valley Acquisition Sponsor II, LLC, By: /s/ Christopher Sorrells Name: Christopher Sorrells Title: Manager 04/28/2026
** Signature of Reporting Person Date
/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.

Categories

SEC Filings