| 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 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 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 ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 2,028,671(1) | D | |
| Common Stock, par value $0.0001 per share | 2,028,671(2) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Right to receive Earnout Shares | (3) | (3) | Common Stock, par value $0.0001 per share | 183,041(1)(3)(4) | (3) | D | |
| Right to receive Earnout Shares | (3) | (3) | Common Stock, par value $0.0001 per share | 183,041(2)(3)(4) | (3) | D | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are owned by Naranjan Parhar, who may be deemed to be a member of a "group" with Balvinder Parhar for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 2. These securities are owned by Balvinder Parhar, who may be deemed to be a member of a "group" with Naranjan Parhar for purposes of Section 13(d) of the Exchange Act. |
| 3. On February 24, 2026, Naranjan Parhar and Balvinder Parhar each became entitled to receive 183,041 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. |
| 4. 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, each of Naranjan Parhar and Balvinder Parhar will be entitled to receive 183,041 Earnout Shares. |
| Remarks: |
| Naranjan Parhar and Balvinder Parhar may be deemed to be members of a "group" for purposes of Section 13(d) of the Exchange Act that is ten percent owner of the Issuer. Exhibit 24.1 - Power of Attorney - Naranjan Parhar Exhibit 24.2 - Power of Attorney - Balvinder Parhar |
| /s/ Naranjan Singh Parhar, by Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact | 04/08/2026 | |
| /s/ Balvinder Kaur Parhar, by Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact | 04/08/2026 | |
| ** 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. | ||
| * Form 3: SEC 1473 (03-26) | ||