Business Context and Reporting Period
Company: Eagle Nuclear Energy Corp. (New Eagle)
Filing Type: Form 8-K (Current Report)
Reporting Date: February 24, 2026
Event: Consummation of a Business Combination between Spring Valley Acquisition Corp. II (SVII) and Eagle Energy Metals Corp. (Eagle).
Key Transaction: New Eagle acquired all membership interests of Oregon Energy LLC. The company ceased to be a shell company and commenced trading on the Nasdaq Capital Market under the symbol "NUCL" (Common Stock) and "NUCLW" (Warrants) on February 25, 2026.
Key Financial Metrics and Capital Structure
Capital Raised and Liquidity:
- PIPE Financing: Raised $29.7 million in gross proceeds via issuance of Series A Cumulative Convertible Preferred Stock and private warrants.
- Trust Account: Approximately $4.9 million remaining balance used to partially fund the Business Combination.
- Redemptions: 1,803,227 SVII shares redeemed for approximately $21.8 million ($12.08 per share).
- Common Stock Outstanding: 29,580,033 shares.
- Merger Consideration: 23,350,000 shares issued to Eagle stockholders.
- Earn-Out Shares: Up to 1,500,000 shares issuable if VWAP exceeds $16.00 for 20 trading days within a 30-day period (5-year window).
- Preferred Stock: 29,700 shares of Series A Cumulative Convertible Preferred Stock issued to PIPE investor (Alyeska Master Fund, L.P.).
- Warrants: Public Warrants (NUCLW), Private Warrants, PIPE Warrants (2.5M shares), and a Working Capital Warrant (2.4M shares) issued to the Sponsor.
The filing incorporates by reference audited financial statements for Eagle (as of Nov 30, 2025), Oregon Energy (as of June 30, 2025), and SVII (as of Dec 31, 2025). Unaudited pro forma combined financial information is attached as Exhibit 99.5. Specific revenue, profit, or cash flow figures for the combined entity are not detailed in the text of this 8-K summary.
Material Changes and Corporate Actions
- Shell Status: The company is no longer a shell company following the Business Combination.
- Board Composition: Board size increased from one to five members. New directors include Mark Mukhija, Robert Kaplan, Michael Kobler, Brian Goldmeier, and Jeffrey Lipton. Three directors are deemed independent.
- Executive Leadership: Mark Mukhija appointed CEO; Ajaypreet Toor appointed CFO.
- Equity Plan: Approved the 2025 Equity Incentive Plan, reserving 4,437,008 shares (approx. 15% of post-closing outstanding shares).
- Lock-Up Agreements: Certain stockholders, including the Sponsor, entered into 180-day lock-up agreements.
Outlook, Risks, and Contingencies
Management Commentary & Outlook:
The company expects to recognize benefits from the Business Combination and the acquisition of Oregon Energy. Forward-looking statements regarding future financial performance, market opportunity, and expansion plans are included in the Proxy Statement/Prospectus.
Key Risks and Contingencies:
- Dilution Risk: The Series A Preferred Stock is convertible at an initial price of $11.88, adjustable downward to a floor of $5.00 based on market price or future equity offerings, which could dilute existing shareholders.
- Regulatory & Geopolitical: Risks related to the nuclear energy regulatory environment, geopolitical tensions (Ukraine/Russia, Middle East), and foreign currency exchange rates.
- Listing Maintenance: Risk regarding the ability to maintain Nasdaq listing standards.
- Legal Proceedings: Reference made to legal proceedings detailed in the Proxy Statement/Prospectus.
The filing notes a scrivener's error in the original Certificate of Designation for the Preferred Stock, which was amended and restated on February 27, 2026.
Investor Verification Checklist
- Pro Forma Financials: Review Exhibit 99.5 for unaudited pro forma condensed combined financial statements to understand the combined entity's financial position.
- Preferred Stock Terms: Verify the specific conversion mechanics and anti-dilution provisions of the Series A Preferred Stock in the Certificate of Designation (Exhibit 3.3).
- Earn-Out Conditions: Confirm the specific trading day definitions and VWAP calculation methods for the 1.5M Earn-Out Shares.
- Lock-Up Expirations: Monitor the 180-day lock-up expiration date for Sponsor and major stockholders to assess potential selling pressure.
- Risk Factors: Review the "Risk Factors" section of the Proxy Statement/Prospectus (incorporated by reference) for detailed operational and regulatory risks.