04/28/2026 | Press release | Distributed by Public on 04/28/2026 06:59
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Private Warrant | $11.50 | 04/24/2026 | J(1) | 2,722,216 | 03/26/2026 | 02/24/2031 | Common Stock | 2,722,216 | (1) | 6,699,917(3) | D(2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Spring Valley Acquisition Sponsor II, LLC 4030 MAPLE AVENUE, SUITE 500 DALLAS, TX 75219 |
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Sorrells Christopher Dixon 4030 MAPLE AVENUE, SUITE 500 DALLAS, TX 75219 |
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| Spring Valley Acquisition Sponsor II, LLC, By: /s/ Christopher Sorrells Name: Christopher Sorrells Title: Manager | 04/28/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Sorrells | 04/28/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | On April 24, 2026, Spring Valley Acquisition Sponsor II, LLC (the "Sponsor") transferred all of its 2,408,335 shares of common stock and 9,422,133 warrants (the "Securities") of Eagle Nuclear Energy Corp. (the "Issuer") to its members for no consideration. Supercycle Holdings LLC ("Supercycle") received 1,712,525 shares and 6,699,917 warrants. |
| (2) | The reported Securities were held directly by the Sponsor and are now held directly by Supercycle. The Sponsor and Supercycle are controlled by Mr. Christopher Sorrells. Accordingly, all of the securities held by the Sponsor and Supercycle may be deemed to be beneficially held by Mr. Sorrells. Each reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. |
| (3) | Supercycle elected to limit the number of shares of common stock that may be issued to a specified threshold of 9.8% of the issued and outstanding shares of common stock (the "Blocker"). As a result of the Blocker, as of the date hereof, any attempted exercise by Supercycle of warrants in excess of the specified threshold will not be effected. |