|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Eagle Nuclear Energy Corp. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
02/24/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Spring Valley Acquisition Sponsor II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Reflects beneficial ownership as of the date hereof. On February 24, 2026, the aggregate amount beneficially owned by the Sponsor was 11,830,468 shares of Common Stock, consisting of (i) 2,408,335 shares of Common Stock held directly by the Sponsor and (ii) 9,422,133 shares of Common Stock the Sponsor had the right to acquire upon exercise of Warrants. As of the date hereof, the Sponsor no longer beneficially owns any securities of the Issuer.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Supercycle Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,655.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The aggregate amount beneficially owned by Supercycle Holdings LLC ("Supercycle") includes (i) 1,712,525 of the Issuer's shares of Common Stock (the "Common Stock") held by Supercycle and (ii) 1,315,130 shares of the Issuer's Common Stock Supercycle has the right to acquire upon exercise of warrants at a price of $11.50 per share (the "Warrants"). The percentage of the shares of Common Stock reported beneficially owned by Supercycle is based on 29,579,313 shares of Common Stock outstanding as of April 24, 2026, as reported in the Issuer's 424(b)(4) Prospectus, filed by the Issuer with the SEC on April 24, 2026. As more fully described in Item 4, the foregoing number of shares of Common Stock that may be issued pursuant to Warrants and the percentage of Common Stock beneficially owned gives effect to a 9.8% blocker (the "9.8% Blocker").
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Sorrells Christopher Dixon | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,655.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Reflects beneficial ownership as of the date hereof. On February 24, 2026, the aggregate amount beneficially owned by Mr. Sorrells was 11,830,468 shares, consisting of (i) 2,408,335 shares of Common Stock held directly by Spring Valley Acquisition Sponsor II, LLC (the "Sponsor") and (ii) 9,422,133 shares of Common Stock the Sponsor had the right to acquire upon exercise of the Warrants. On April 24, 2026, the Sponsor distributed all of its shares of Common Stock and Warrants to its members, including 1,712,525 shares of Common Stock and 6,699,917 Warrants to Supercycle, which Mr. Sorrells controls.
(2) As of the date hereof, the aggregate amount beneficially owned by Mr. Sorrells consists of (i) 1,712,525 shares of Common Stock held directly by Supercycle and (ii) 1,315,130 shares of Common Stock Supercycle has the right to acquire upon exercise of the Warrants. The percentage of the shares of Common Stock reported beneficially owned by Mr. Sorrells is based on 29,579,313 shares of Common Stock outstanding as of April 22, 2026, as reported in the Issuer's 424(b)(4) Prospectus, filed by the Issuer with the SEC on April 24, 2026. As more fully described in Item 4, the foregoing number of shares of Common Stock that may be issued pursuant to Warrants and the percentage of Common Stock beneficially owned gives effect to the 9.8% Blocker.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Eagle Nuclear Energy Corp. | |
| (b) | Address of issuer's principal executive offices:
5470 Kietzke Lane, Suite 300, Reno, NV 89511 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by Spring Valley Acquisition Sponsor II, LLC (the "Sponsor"), Christopher Sorrells, and Supercycle Holdings LLC ("Supercycle" and, collectively, the "Reporting Persons"). Each of the Sponsor and Supercycle is controlled by Mr. Sorrells. Accordingly, all of the securities held by the Sponsor and Supercycle may be deemed to be beneficially held by Mr. Sorrells and have shared voting and dispositive power over such securities. | |
| (b) | Address or principal business office or, if none, residence:
4030 Maple Avenue, Suite 500 Dallas, TX 75219 | |
| (c) | Citizenship:
With respect to the Reporting Persons, each of the Sponsor and Supercycle was formed under Delaware law, and Mr. Sorrells is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Items 6 through 9 and 11 of each of the cover page to this Schedule 13G are incorporated herein by reference. As of the date hereof, the Sponsor no longer beneficially owns any Common Stock. As of February 24, 2026, each of the Sponsor and Mr. Sorrells may have been deemed the beneficial owner of 11,830,468 shares of Common Stock, consisting of (i) 2,408,335 shares of Common Stock held directly by the Sponsor and (ii) 9,422,133 shares of Common Stock the Sponsor had the right to acquire upon exercise of the Warrants. As of the date hereof, the Sponsor does not beneficially own any Common Stock as it transferred all of its securities to its members, including a portion to Supercycle.
As of April 24, 2026, each of Supercycle and Mr. Sorrells may be deemed the beneficial owner of 3,027,655 Ordinary Shares, consisting of (i) 1,712,525 shares of Common Stock held directly by Supercycle and (ii) 1,315,130 shares of Common Stock that may be issued to Supercycle upon exercise of Warrants. Such amount does not include 5,384,787 Warrants to purchase 5,384,787 shares of Common Stock. The Warrants include a blocker provision under which Supercycle does not have the right to exercise the Warrants to the extent (but only to the extent) that such exercise would result in beneficial ownership by Supercycle, together with the Supercycle's affiliates, including Mr. Sorrells, and any other persons acting as a group together with Supercycle or any of the Supercycle's affiliates, of more than 9.8% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of such Warrants. The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer. Each Reporting Person disclaims beneficial ownership of the securities, except to the extent of its or his pecuniary interest in such securities, if any. | |
| (b) | Percent of class:
As of February 24, 2026, each of Mr. Sorrells and the Sponsor may have been deemed the beneficial owner of approximately 30.3% of the Common Stock outstanding. This percentage is based on (i) 29,580,033 shares of Common Stock outstanding as of February 24, 2026, as reported on the Issuer's Form 8-K filed with the Commission on March 2, 2026, and (ii) 2,408,335 shares of Common Stock held directly by the Sponsor and 9,422,133 shares of Common Stock the Sponsor had the right to acquire upon exercise of Warrants.
As of April 24, 2026, each of Mr. Sorrells and Supercycle may be deemed the beneficial owner of approximately 9.8% of the Common Stock outstanding. This percentage is based on 29,579,313 shares of Common Stock outstanding as of April 22, 2026, as reported in the Issuer's 424(b)(4) Prospectus, filed by the Issuer with the SEC on April 24, 2026, and gives effect to the 9.8% Blocker. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Supercycle Holdings LLC : 0
Christopher Sorrells: 0
Spring Valley Acquisition Sponsor II, LLC: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Supercycle Holdings LLC : 3,027,655
Christopher Sorrells: 3,027,655
Spring Valley Acquisition Sponsor II, LLC: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Supercycle Holdings LLC : 0
Christopher Sorrells: 0
Spring Valley Acquisition Sponsor II, LLC: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Supercycle Holdings LLC : 3,027,655
Christopher Sorrells: 3,027,655
Spring Valley Acquisition Sponsor II, LLC: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1: Joint Filing Agreement |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any amendments thereto) with respect to the shares of common stock, $0.0001 par value, of Eagle Nuclear Energy Corp., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of April 28, 2026.
| Supercycle Holdings LLC, a Delaware limited liability company | ||
| By: | /s/ Christopher Sorrells | |
| Name: | Christopher Sorrells | |
| Title: | Manager | |
| Spring Valley Acquisition Sponsor II LLC, a Delaware limited liability company | ||
| By: | /s/ Christopher Sorrells | |
| Name: | Christopher Sorrells | |
| Title: | Manager | |
| /s/ Christopher Sorrells | |
| Christopher Sorrells |