Form 3 • Statement of Changes in Beneficial Ownership
Type
Neutral
Net shares
0
% of shares
0.00%
Amount (USD)
$0
Insider confidence score
52.5 out of 100
Positive
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.
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