Eagle Nuclear Energy Corp美股招股说明书(2026-04-24版)

Secondary Offering ofUp to 30,688,995 shares of Common StockUp to 11,922,133 Warrants This prospectus relates to the primary issuance by us of up to an aggregate of 29,362,133 shares of common stock, parvalue $0.0001 per share (the “Common Stock”), of Eagle Nuclear Energy Corp. (the “Company” or “New Eagle”), whichconsists of (i)up to 11,500,000 shares of Common Stock issuable upon the exercise of 11,500,000 warrants, at an exercise priceof $11.50 per share (the “Public Warrants”) originally issued in the initial public offering (the “IPO”) of Spring ValleyAcquisition Corp. II, an exempted company incorporated in the Cayman Islands with limited liability (“SVII”); (ii)up to anaggregate of 9,422,133 shares of Common Stock, consisting of (A)7,000,000 shares of Common Stock issuable upon theexercise of 7,000,000 warrants, at an exercise price of $11.50 per share that were initially issued to Spring Valley AcquisitionSponsor II, LLC (the “Sponsor”) in a private placement in connection with the IPO, and (B)2,422,133 shares of Common Stockissuable upon the exercise of (x) 1,500,000 warrants, at an exercise price of $11.50 per share issued to the Sponsor insatisfaction of working capital loans and (y) 922,133 shares of Common Stock issuable upon the exercise of warrants, with anexercise price of $11.50 per share issued to the Sponsor in connection with the completion of the Business Combination (asdefined below) (collectively, the “Private Warrants”); (iii)up to an aggregate of 2,500,000 Common Shares issuable upon theexercise of 2,500,000 warrants, at an exercise price equal of $12.00 per share, issued to Alyeska Master FundL.P. (“Alyeska”)(the “PIPE Warrants” and together with the Public Warrants and the Private Warrants, the “Warrants”), issued in a privateplacement (the “PIPE Financing”) that closed concurrently with the Business Combination, and (iv)5,940,000 shares ofCommon Stock issuable upon the conversion of 29,700 shares of SeriesA Cumulative Convertible Preferred Stock, par value$0.0001 per share of New Eagle (the “Preferred Stock”) (excluding certain PIK Dividend Shares, as such term is hereinafterdefined), issued in the PIPE Financing. We will receive the proceeds from any exercise of the Warrants for cash. To the extentthat the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrantswill decrease. This prospectus also relates to the offer and resale from time to time, upon the expiration of lock-up agreements, ifapplicable, by: (a)the selling shareholders named in this prospectus (including their permitted transferees, donees, pledgees andother successors-in-interest) (collectively, the “Selling Shareholders”) of up to an aggregate of 30,688,995 shares of CommonStock, consisting of (i)1,710,991 shares of Common Stock issued to Aurora Energy Metals Ltd. (“Aurora Energy”) constitutinga portion of the Aggregate Merger Consideration (as defined herein), in connection with the acquisition by Eagle Energy MetalsCorp. (“Eagle”) of Oregon Energy LLC (“Oregon Energy”), a subsidiary of Aurora Energy, pursuant to the Aurora OptionAgreement (as defined herein) at $10.00 per share; (ii)2,750,000 shares of Common Stock issued to Alyeska constituting aportion of the Aggregate Merger Consideration, issued upon the exchange of 15,951,675 shares of common stock of Eaglepurchased in a private placement by and between Eagle and Alyeska, such shares of Common Stock issued at a value of $0.11per share; (iii)an aggregate of 2,408,334 shares of Common Stock issued to the Sponsor, in connection with the IPO forapproximately $0.004 per share; (iv)691,666 shares of Common Stock held by the NRA Investors (as defined herein), that wereissued in the Business Combination in exchange for SVII Founder Shares (as defined below) initially issued to the Sponsor inconnection with the IPO for approximately $0.004 per share and transferred by the Sponsor to the NRA Investors in connectionwith the Closing; (v)120,000 shares of Common Stock held by SVII’s independent directors that were issued in exchange forSVIIFounder Shares which were initially issued to the Sponsor in the IPO for approximately $0.004 and subsequentlytransferred by the Sponsor to SVII’s independent directors; (vi)300,000 shares of Common Stock issued to Cohen & CompanySecurities, LLC (the “SVII Vendor”) in connection with the closing of the Business Combination, in satisfaction of $2.5millionin fees due to the service provider, issued at a value of $8.33 per share; and (vii)an aggregate of 13,285,871 shares of CommonStock, which were received as Aggregate Merger Consideration in connection with the Business Combination by certain of theNew Eagle’s insiders at a price of approximately $10.00 per share, and which are subject to 180-day lock-up restrictions setforth herein; and (viii) 9,422,133 shares of Common Stock issuable upon the exercise of the Private Warrants and (b)the sellingwarrant holders named in this