Eagle Nuclear Energy Corp. 8-K

What Happened

• Eagle Nuclear Energy Corp. filed an 8-K announcing the closing of its business combination (Closing Date: February 24, 2026). As part of the closing, Eagle (New Eagle) entered a Warrant Assumption Agreement that assigns Spring Valley Acquisition II’s (SVII) warrants to New Eagle so those warrants will be exercisable for New Eagle common stock instead of SVII stock. The company also executed an Amended and Restated Registration Rights Agreement and implemented 180‑day lock-up agreements with certain stockholders. New Eagle adopted a Certificate of Designation for Series A preferred stock (corrected Feb 27, 2026) and issued 29,700 shares of New Eagle Preferred Stock to the PIPE investor. The board and senior management were updated: Mark Mukhija named CEO and Ajaypreet Toor named CFO; five directors were appointed and three were determined to be independent.

Key Details

• Closing Date: February 24, 2026; press release filed as Exhibit 99.6.
• Warrants: SVII warrants reassigned to New Eagle and will be exercisable for New Eagle common stock (per Warrant Assumption Agreement, Exhibit 4.1).
• Preferred & PIPE: 29,700 shares of New Eagle Preferred Stock issued to the PIPE investor; the preferred is convertible at an initial $11.88/share (adjustable down to a $5.00 floor under certain conditions).
• Corporate changes: New board of five directors (Mark Mukhija, Robert Kaplan, Michael Kobler, Brian Goldmeier, Jeffrey Lipton); CEO Mark Mukhija and CFO Ajaypreet Toor appointed. Common stock listed on Nasdaq as NUCL; warrants trade as NUCLW. Total common shares outstanding immediately after Closing: 29,580,033.

Why It Matters

• The closing completes the business combination and transitions SVII’s public/private warrant holders to a direct economic and ownership interest in New Eagle common stock, which affects future dilution and potential upside for warrant holders and shareholders.
• The issuance of convertible preferred stock (convertible at $11.88 initially, with a $5.00 floor) and PIPE warrants means potential future share issuance that could dilute current holders—an explicit new risk called out in the filing.
• Management and board changes, the new code of business conduct, and registration rights (New Eagle must file a resale registration within 30 days of Closing) provide governance and liquidity steps important to investors evaluating the company post‑combination.
• Audited and pro forma financial statements and MD&A for Eagle, Oregon Energy, and SVII are furnished or incorporated by reference, enabling investors to review historical and combined financials following the transaction.