Eagle Nuclear Energy Corp.

As filed with the U.S. Securities and Exchange Commission on March 19, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Eagle Nuclear Energy Corp.

(Exact Name of Registrant as Specified in its Charter)

5470 Kietzke Lane, Suite 300

Reno, NV 89511

Tel: (775) 335-2029

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Manavdeep Mukhija

Chief Executive Officer

5470 Kietzke Lane, Suite 300

Reno, NV 89511

Tel: (775) 335-2029

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

E. Peter Strand

Nelson Mullins Riley & Scarborough LLP

101 Constitution Ave NW, Suite 900

Washington, DC 20001

Telephone: (202) 689-2800

Approximate date of commencement of proposed sale to public: From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a) of the Securities Act, may determine**.**

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Eagle Nuclear Energy Corp.

Primary Offering of

Up to 23,422,133 shares of Common Stock Upon the Exercise of Warrants

Up to 5,940,000 shares of Common Stock Upon Conversion of Series A Cumulative**

**Convertible Preferred Stock

Secondary Offering of

Up to 30,059,408 shares of Common Stock

Up 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, par value $0.0001 per share (the “Common Stock”), of Eagle Nuclear Energy Corp. (the “Company” or “New Eagle”), which consists of (i) up to 11,500,000 shares of Common Stock issuable upon the exercise of 11,500,000 warrants, at an exercise price of $11.50 per share (the “Public Warrants”) originally issued in the initial public offering (the “IPO”) of Spring Valley Acquisition Corp. II, an exempted company incorporated in the Cayman Islands with limited liability (“SVII”); (ii) up to an aggregate of 9,422,133 shares of Common Stock, consisting of (A) 7,000,000 shares of Common Stock issuable upon the exercise of 7,000,000 warrants, at an exercise price of $11.50 per share that were initially issued to Spring Valley Acquisition Sponsor II, LLC (the “Sponsor”) in a private placement in connection with the IPO, and (B) 2,422,133 shares of Common Stock issuable upon the exercise of (x) 1,500,000 warrants, at an exercise price of $11.50 per share issued to the Sponsor in satisfaction of working capital loans and (y) 922,133 shares of Common Stock issuable upon the exercise of warrants, with an exercise price of $11.50 per share issued to the Sponsor in connection with the completion of the Business Combination (as defined below) (collectively, the “Private Warrants”); (iii) up to an aggregate of 2,500,000 Common Shares issuable upon the exercise of 2,500,000 warrants, at an exercise price equal of $12.00 per share, issued to Alyeska Master Fund L.P. (“Alyeska”) (the “PIPE Warrants” and together with the Public Warrants and the Private Warrants, the “Warrants”), issued in a private placement (the “PIPE Financing”) that closed concurrently with the Business Combination, and (iv) 5,940,000 shares of Common Stock issuable upon the conversion of 29,700 shares of Series A 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 hereinafter defined), issued in the PIPE Financing. We will receive the proceeds from any exercise of the Warrants for cash. To the extent that the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease.

This prospectus also relates to the offer and resale from time to time, upon the expiration of lock-up agreements, if applicable, by: (a) the selling shareholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Shareholders”) of up to an aggregate of 30,059,408 shares of Common Stock, consisting of (i) 1,710,991 shares of Common Stock issued to Aurora Energy Metals Ltd. (“Aurora Energy”) constituting a portion of the Aggregate Merger Consideration (as defined herein), in connection with the acquisition by Eagle Energy Metals Corp. (“Eagle”) of Oregon Energy LLC (“Oregon Energy”), a subsidiary of Aurora Energy, pursuant to the Aurora Option Agreement (as defined herein) at $10.00 per share; (ii) 2,750,000 shares of Common Stock issued to Alyeska constituting a portion of the Aggregate Merger Consideration, issued upon the exchange of 15,951,675 shares of common stock of Eagle purchased in a private placement by and between Eagle and Alyeska, such shares of Common Stock issued at a value of $0.11 per share; (iii) an aggregate of 2,408,334 shares of Common Stock issued to the Sponsor, in connection with the IPO for approximately $0.004 per share; (iv) 691,666 shares of Common Stock held by the NRA Investors (as defined herein), that were issued in the Business Combination in exchange for SVII Founder Shares (as defined below) initially issued to the Sponsor in connection with the IPO for approximately $0.004 per share and transferred by the Sponsor to the NRA Investors in connection with the Closing; (v) 120,000 shares of Common Stock held by SVII’s independent directors that were issued in exchange for SVII Founder Shares which were initially issued to the Sponsor in the IPO for approximately $0.004 and subsequently transferred by the Sponsor to SVII’s independent directors; (vi) 300,000 shares of Common Stock issued to Cohen & Company Securities, LLC (the “SVII Vendor”) in connection with the closing of the Business Combination, in satisfaction of $2.5 million in fees due to the service provider, issued at a value of $8.33 per share; and (vii) an aggregate of 12,656,284 shares of Common Stock, which were received as Aggregate Merger Consideration in connection with the Business Combination by certain of the New Eagle’s insiders at a price of approximately $10.00 per share, and which are subject to 180-day lock-up restrictions set forth herein; and (viii) 9,422,133 shares of Common Stock issuable upon the exercise of the Private Warrants and (b) the selling warrant holders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Warrantholders” and, together with the Selling Shareholders and including their permitted transferees, the “Selling Securityholders”) of up to an aggregate of 9,422,133 Private Warrants and 2,500,000 PIPE Warrants.

On February 24, 2026 (the “Closing Date”), New Eagle consummated (the “Closing”) the previously announced transactions pursuant to that certain 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 SVII, New Eagle, Spring Valley Merger Sub III, Inc., a Cayman Islands exempted company and wholly owned, direct subsidiary of New Eagle (“Merger Sub 1”), Spring Valley Merger Sub II, Inc., a Nevada corporation and wholly owned, direct subsidiary of New Eagle (“Merger Sub 2”), and Eagle. The transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” Pursuant to the Merger Agreement, among other things, (i) Merger Sub 1 merged with and into SVII, with SVII continuing as the surviving corporation and a wholly-owned subsidiary of New Eagle and (ii) Merger Sub 2 merged with and into Eagle, with Eagle continuing as the surviving corporation and a wholly-owned subsidiary of New Eagle.

In connection with the Closing, and pursuant to the terms of the Merger Agreement, Eagle stockholders received merger consideration (the “Aggregate Merger Consideration”) consisting of an aggregate of 23,350,000 shares of Common Stock. In addition, certain Eagle stockholders received the right to receive up to 1,500,000 shares of Common Stock (the “Earn Out Shares”) if the VWAP of the Common Stock equals or exceeds $16.00 for any twenty (20) trading days within a thirty (30) consecutive trading day period following the Closing. In the event such milestones are not met within the first five (5) years following the Closing, the Earn Out Shares will not be issued.

Upon the Closing, pursuant to that certain Property Option Agreement, dated as of November 18, 2024, as amended (the “Option Agreement”), by and among Aurora, Oregon Energy LLC (“Oregon Energy”) and Eagle, New Eagle acquired all of the membership interests of Oregon Energy.

In addition, in connection with its previously disclosed PIPE Financing, New Eagle issued 29,700 shares of its Preferred Stock and Private Warrants to acquire 2,500,000 shares of Common Stock, and raised $29.7 million in gross proceeds.

As described herein, the Selling Securityholders named in this prospectus or their permitted transferees, may resell from time to time up to 30,059,408 shares of Common Stock and 11,922,133 Warrants. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of our Common Stock or Warrants, except with respect to amounts received by us upon the exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of Common Stock or Warrants. See section entitled “Plan of Distribution” beginning on page 164 of this prospectus.

We believe the likelihood that the warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive is, among other things, dependent upon the market price of our Common Stock. If the market price for our Common Stock is less than the exercise price of $11.50 (or in the case of the PIPE Warrants, $12.00), subject to adjustment as described herein, we believe such holders will be unlikely to exercise their Warrants, as applicable. For additional information, see “Risks Related to an Investment in Our Securities.”

The Common Stock being registered for resale in this prospectus represent a substantial percentage of our public float and of our outstanding Common Stock. The number of shares being registered in this prospectus (which include shares issuable upon exercise of the Warrants) represents approximately 200.9% of the total Common Stock outstanding as of March 18, 2026. In addition, the securities beneficially owned by the Sponsor represent approximately 40.0% of the total Common Stock outstanding, and this holder will have the ability to sell all of its shares pursuant to the registration statement of which this prospectus forms a part so long as it is available for use and the 180-day lock-up period has expired. The sale of the securities being registered in this prospectus, or the perception in the market that such sales may occur, could result in a significant decline in the public trading price of our Common Stock.

In addition, some of the shares being registered for resale were acquired by the Selling Securityholders for nominal consideration or purchased for prices considerably below the Business Combination price and the current market price of the Common Stock. Even though the current market price is significantly below the price at the time of the IPO, certain Selling Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they acquired their shares as compared to the public investors. In particular, the Sponsor may experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described above, to the extent they acquired such securities for less than the relevant trading price, and the public securityholders may not experience a similar rate of return on the securities they purchased due to the differences in the purchase prices described above. Based on the last reported sale price of our Common Stock referenced below, shares acquired for less than such last reported sale price, the Selling Securityholders may experience potential profit up to $4.96 per share.

Our Common Stock and our Public Warrants are listed on the Nasdaq Capital Market under the symbols “NUCL” and “NUCLW,” respectively. On March 18, 2026, the closing price of our Common Stock was $4.96 and the closing price for our Public Warrants was $1.27.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in our Common Stock and Warrants is highly speculative and involves a high degree of risk. See the section entitled“Risk Factors**” beginning on page16 of this prospectus.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026