Sec Form 3 Filing - Parhar Naranjan Singh @ Eagle Nuclear Energy Corp. - 2026-02-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Parhar Naranjan Singh
2. Issuer Name and Ticker or Trading Symbol
Eagle Nuclear Energy Corp. [ NUCL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O EAGLE NUCLEAR ENERGY CORP., 5470 KIETZKE LANE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2026
(Street)
RENO, NV89511
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
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 Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Right to receive Earnout Shares ( 3 ) ( 3 ) ( 3 ) Common Stock, par value $0.0001 per share 183,041 ( 1 ) ( 3 ) ( 4 ) D
Right to receive Earnout Shares ( 3 ) ( 3 ) ( 3 ) Common Stock, par value $0.0001 per share 183,041 ( 2 ) ( 3 ) ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parhar Naranjan Singh
C/O EAGLE NUCLEAR ENERGY CORP.
5470 KIETZKE LANE, SUITE 300
RENO, NV89511
See remarks
Parhar Balvinder Kaur
C/O EAGLE NUCLEAR ENERGY CORP.
5470 KIETZKE LANE, SUITE 300
RENO, NV89511
See remarks
Signatures
/s/ Naranjan Singh Parhar, by Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact 04/08/2026
Signature of Reporting Person Date
/s/ Balvinder Kaur Parhar, by Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact 04/08/2026
Signature of Reporting Person Date
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

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