Filed pursuant to Rule 424(b)(3)​

 Registration No. 333-294464​

PROSPECTUS

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 30,688,995 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 30,688,995 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 13,285,871 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 30,688,995 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 146 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 203.0% of the total Common Stock outstanding as of April 22, 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 $7.35 per share.

Our Common Stock and our Public Warrants are listed on the Nasdaq Capital Market under the symbols “NUCL” and “NUCLW,” respectively. On April 21, 2026, the closing price of our Common Stock was $10.60 and the closing price for our Public Warrants was $2.47.

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 page 16 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 April 24, 2026

 

TABLE OF CONTENTS

 

i

 

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. By using a shelf registration statement, the Selling Securityholders may sell up to 30,688,995 shares of Common Stock and up to 11,922,133 Warrants from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale of Common Stock or Warrants by the Selling Securityholders. This prospectus also relates to the issuance by up to 29,362,133 shares of Common Stock upon the exercise of Warrants and conversion of Preferred Stock. 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.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the Common Shares or Warrants, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”

Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, prepared by or on behalf of us or to which we have referred you. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Securityholders will not make an offer to sell the Common Stock or Warrants in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, is accurate only as of the date on the respective cover. Our business, prospects, financial condition or results of operations may have changed since those dates. This prospectus contains, and any prospectus supplement or post-effective amendment may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable. Accordingly, investors should not place undue reliance on this information.

 

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FREQUENTLY USED TERMS

Unless otherwise stated in this prospectus, the terms “we,” “us,” “our” or “New Eagle” refer to Eagle Nuclear Energy Corp., a Nevada corporation, and its consolidated subsidiaries. In addition, in this prospectus:

“Aggregate Merger Consideration” means an aggregate of 23,350,000 shares of Common Stock to be issued to the Eagle stockholders in connection with the Transaction.

“Ancillary Agreements” means the Sponsor Support Agreement, Voting and Support Agreements, Registration Rights Agreement, Lock-Up Agreements, PIPE Agreement, Common Stock Purchase Agreement and all other agreements, certificates and instruments executed and delivered by SVII, Eagle or Merger Sub in connection with the Transaction and specifically contemplated by the Merger Agreement.

“Aurora Energy” means Aurora Energy Metals Ltd.

“Aurora Option Agreement” means that certain Property Option Agreement, dated November 18, 2024 (as amended on November 17, 2024, December 9, 2024, November 26, 2025 and February 24, 2026), by and among Aurora Energy, Oregon Energy and Eagle, pursuant to which Eagle acquired Oregon Energy (including the Aurora Uranium Project) from Aurora.

“Aurora Uranium Project” refers to the largest mineable, measured and indicated uranium deposit in the United States situated in the state of Oregon, within Malheur County in the Quinn River Valley, which will be acquired pursuant to the Aurora Option Agreement. See “Description of New Eagle’s Business — The Aurora Uranium Project (The Aurora Deposit and Cordex Zone).”

“Business Combination” means, collectively, the Mergers and the other transactions contemplated by the Merger Agreement and the Transaction Documents.

“Bylaws” means the amended and restated bylaws of New Eagle adopted on February 24, 2026.

“Certificate of Designation” means the amended and restated Series A Preferred Stock Certificate of Designation of New Eagle filed with the Secretary of State of the State of Nevada on February 27, 2026.

“Charter” means the amended and restated articles of incorporation of New Eagle adopted on February 24, 2026.

“Class B Conversion” means the conversion by the SVII Initial Shareholders on January 25, 2024, in connection with the approval of the First SVII Articles Amendment, of 7,666,666 SVII Class B Ordinary Shares to SVII Class A Ordinary Shares on a one-for-one basis in accordance with the SVII Articles.

“Closing” means the closing of the Second Merger and the closing of the Transaction.

“Closing Date” means February 24, 2026.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock, par value $0.0001 per share, of New Eagle, as contemplated by the Charter.

“Common Stock Purchase Agreement” means the amended and restated securities purchase agreement, dated as of September 29, 2025, by and between Eagle and the PIPE Investor, pursuant to which the PIPE Investor purchased shares of Eagle Common Stock.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Continental” means Continental Stock Transfer & Trust Company.

“Contribution Agreement” means the Contribution Agreement, dated as of September 29, 2025, by and between SVII and New Eagle, executed in connection with the Merger Agreement.

“Contributions” means the deposits to the Trust Account by the Sponsor, in the amount of $150,000 per month, pursuant to the Extension Promissory Note.

 

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“DTC” means the Depository Trust Company.

“Eagle” or “Eagle Energy” means Eagle Energy Metals Corp., a Nevada corporation.

“Eagle Common Stock” means the common stock, par value $0.0001 per share, of Eagle.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extension Promissory Note” means the unsecured promissory note, dated January 10, 2024, by and between SVII and the Sponsor, pursuant to which the Sponsor had agreed to make monthly Contributions to the Trust Account not to exceed $3,150,000 in the aggregate.

“Extension Promissory Note Maturity Date” means the earlier of (i) the date by which SVII must consummate an initial business combination pursuant to the SVII Articles, (ii) SVII’s consummation of an initial business combination, and (iii) if SVII does not consummate an initial business combination, the date of SVII’s

“First Effective Time” means the effective time of the First Merger.

“First Merger” means the merger of Merger Sub 1 with and into SVII, with SVII surviving such merger as the Surviving Corporation, as a result of which, SVII became a direct, wholly owned subsidiary of New Eagle.

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Governmental Authority” means any federal, state, county or local or non-U.S. government, governmental, national, supranational, regulatory, taxing or administrative authority, agency, instrumentality or commission or any legislature or court, tribunal, or judicial or arbitral body.

“IPO” means the initial public offering of SVII Units consummated by SVII on October 17, 2022.

“IPO Promissory Note” means the means the unsecured promissory note, dated January 26, 2021, by and between SVII and the Sponsor, as amended and restated on January 28, 2022 and subsequently amended and restated on September 26, 2022, to cover IPO offering costs not to exceed $300,000.

“IPO Prospectus” means the final prospectus for the IPO, dated as of October 12, 2022.

“IPO Underwriters” means Citi and Guggenheim, as the underwriters of the IPO.

“Insider Letter Agreement” means the Letter Agreement, dated as of October 12, 2022, by and among SVII, the Sponsor and certain individuals party thereto, as amended by the Insider Letter Agreement Amendment.

“Insider Letter Agreement Amendment” means Amendment No. 1 to Letter Agreement, dated as of January 10, 2024, by and among SVII, the Sponsor and certain individuals party thereto.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IR Act” means the Inflation Reduction Act of 2022.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, injunction, judgment, rule, regulation, executive order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Lock-Up Agreements” means, collectively, the Lock-Up Agreements entered into at the Closing by and between New Eagle and each of the Sponsor and certain other holders of New Eagle securities upon the Closing.

“Mergers” means the First Merger and the Second Merger.

 

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“Merger Agreement” means 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, by and among SVII, New Eagle, Merger Sub 1, Merger Sub 2 and Eagle.

“Merger Sub 1” means Spring Valley Merger Sub III, Inc., a Cayman Islands exempted company and wholly owned, direct subsidiary of New Eagle.

“Merger Sub 1 Ordinary Shares” means the ordinary shares, no par value, of Merger Sub 1.

“Merger Sub 2” means Spring Valley Merger Sub II, Inc., a Nevada corporation which became a wholly owned, direct subsidiary of New Eagle pursuant to the Contribution Agreement.

“Merger Sub 2 Common Stock” means the common stock, no par value, of Merger Sub 2.

“Merger Subs” means Merger Sub 1 and Merger Sub 2.

“Nasdaq” means The Nasdaq Stock Market LLC.

“New Eagle” means Eagle Nuclear Energy Corp., a Nevada corporation, including, where applicable, its consolidated subsidiaries.

“Board” means the board of directors of New Eagle.

“New Eagle Equity Plan” means the Eagle Nuclear Energy Corp. 2025 Equity Incentive Plan adopted in connection with the Closing.

“New Eagle Stockholders” means the holders of shares of Common Stock.

“Non-Redemption Agreements” means the Non-Redemption Agreements entered into by SVII and the Sponsor with the NRA Investors on October 24, 2024, October 25, 2024, November 8, 2024, November 11, 2024 and November 12, 2024, in each case in connection with the Second SVII EGM, pursuant to which the parties thereto agreed that, in exchange for the NRA Investors agreeing not to redeem an aggregate of 2,075,000 SVII Public Shares in connection with the approval of the Second SVII Articles Amendment, the Sponsor would transfer, or forfeit and cause the issuance of, an aggregate of 691,666 SVII Founder Shares to the NRA Investors in connection with SVII’s completion of an initial business combination.

“NRA Investors” means the SVII shareholders party to the Non-Redemption Agreements, which are in each case third parties unaffiliated with SVII.

“NRS” means the Nevada Revised Statutes, as amended.

“Oregon Acquisition” means the acquisition of Oregon Energy (including the Aurora Uranium Project) from Aurora Energy pursuant to the Aurora Option Agreement.

“Oregon Energy” means Oregon Energy LLC, an Oregon limited liability company and, prior to the Oregon Acquisition, a subsidiary of Aurora Energy.

“Organizational Documents” means the Charter and the Bylaws.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, company, joint venture, estate, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or Governmental Authority.

“PIPE Agreement” means the Amended and Restated Securities Purchase Agreement, dated as of September 29, 2025, by and among SVII, Eagle, New Eagle, and the PIPE Investor, pursuant to which such investor has agreed to acquire shares of New Eagle Series A Preferred Stock and New Eagle PIPE Warrants.

“PIPE Financing” means the financing arrangements pursuant to the PIPE Agreement.

“PIPE Investor” means Alyeska Master Fund, L.P.

 

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“PIPE Warrants” means the warrants to purchase shares of Common Stock at an exercise price of $12.00 per share, issued to the PIPE Investor in connection with the PIPE Financing.

“Preferred Stock” means the Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of New Eagle, having the rights, preferences and privileges set forth in the Certificate of Designation.

“Private Placement” means the private placement of SVII Private Warrants to the Sponsor in connection with the IPO.

“Private Warrants” means warrants to purchase shares of Common Stock pursuant to the Warrant Assumption Agreement at an exercise price of $11.50 per share.

“Public Warrants” means warrants to purchase shares of Common Stock pursuant to the New Eagle Public Warrant Agreement at an exercise price of $11.50 per share.

“Private Warrant Agreement” means the Private Warrant Agreement, dated as of October 12, 2022, by and between SVII and Continental, as warrant agent, assigned to New Eagle pursuant to the Warrant Assumption Agreement.

“Proxy Statement” means SVII’s definitive proxy statement/prospectus filed with the SEC and mailed to its shareholders on or about February 2, 2026.

“Public Warrant Agreement” means the Public Warrant Agreement, dated as of October 12, 2022, by and between SVII and Continental, as warrant agent, assigned to New Eagle pursuant to the Warrant Assumption Agreement.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated February 24, 2026, by and among New Eagle, the Sponsor and certain holders of New Eagle securities upon the Closing.

“Rights Agreement” means the Rights Agreement, dated as of October 12, 2022, by and among SVII and Continental, as rights agent.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Extension Promissory Note” means that certain Promissory Note, dated as of October 8, 2025, by and between SVII and the Sponsor.

“Second Merger” means the merger of Merger Sub 2 with and into Eagle, with Eagle surviving such merger as the Surviving Company, as a result of which, Eagle shall become a direct, wholly owned subsidiary of New Eagle.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SPAC” means special purpose acquisition company.

“Sponsor” means Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Amended and Restated Sponsor Support Agreement, dated as of September 29, 2025, by and among SVII, New Eagle, Eagle and the Sponsor, executed in connection with the Merger Agreement.

“Subsidiary” or “Subsidiaries” of any Person means, with respect to such Person, any partnership, limited liability company, corporation or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; (b) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof; or (c) in any case, such Person controls the management thereof.

 

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“Surviving Company” means Eagle immediately following consummation of the Second Merger.

“Surviving Company Common Stock” means the common stock, par value $0.0001 per share, of the Surviving Company.

“Surviving Corporation” means SVII immediately following consummation of the First Merger.

“Surviving Corporation Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of the Surviving Corporation.

“SVII” or “Spring Valley” means Spring Valley Acquisition Corp. II, a Cayman Islands exempted company.

“SVII Articles” means the amended and restated memorandum and articles of association of SVII adopted by special resolution dated October 12, 2022 and effective on October 12, 2022, as amended by the First SVII Articles Amendment, the Second SVII Articles Amendment and the Third SVII Articles Amendment, and as may be further amended, modified or supplemented from time to time.

“SVII Board” means the board of directors of SVII.

“SVII Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of SVII.

“SVII Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of SVII.

“SVII Founder Shares” means the SVII Class B Ordinary Shares issued to the SVII Initial Shareholders prior to the IPO, including the SVII Class A Ordinary Shares issued in the Class B Conversion.

“SVII Initial Shareholders” means the holders of the SVII Founder Shares prior to the IPO and their permitted transferees, as applicable.

“SVII Ordinary Shares” means the SVII Class A Ordinary Shares and the sole issued and outstanding SVII Class B Ordinary Share.

“SVII Preference Shares” means the preference shares, par value $0.0001 per share, of SVII.

“SVII Private Warrants” means the private placement warrants to purchase SVII Class A Ordinary Shares issued to the Sponsor in the Private Placement.

“SVII Public Shareholders” means the holders of SVII Public Shares.

“SVII Public Shares” means the SVII Class A Ordinary Shares issued as a component of the SVII Units.

“SVII Public Warrants” means the warrants to purchase SVII Class A Ordinary Shares issued as a component of the SVII Units.

“SVII Rights” means the rights to receive one-tenth (1/10) of one SVII Class A Ordinary Share upon the consummation of SVII’s initial business combination issued as a component of the SVII Units.

“SVII Service Provider” means the service provider of SVII expected to receive an aggregate of 300,000 shares of Common Stock at the Closing in satisfaction of $2.5 million in fees due to such service provider.

“SVII Units” means the units issued in the IPO, each of which consisted of one SVII Class A Ordinary Share, one SVII Right and one-half (1/2) of one SVII Public Warrant.

“SVII Warrants” means the SVII Public Warrants and the SVII Private Warrants.

“Tax” or “Taxes” means any and all federal, state, provincial, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, shares, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property, withholding, excise, production, value added, occupancy and other taxes, duties or similar assessments, imposed, administered, collected or assessed by a Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax, together with all interest, fines, penalties and additions imposed with respect to such amounts.

 

6

 

“Transaction Documents” means the Merger Agreement, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SVII, New Eagle, Eagle or the Merger Subs in connection with the Transaction and specifically contemplated by the Merger Agreement.

“Trust Account” means the trust account established for the benefit of the SVII Public Shareholders in connection with the IPO, with Continental acting as trustee pursuant to the Trust Agreement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of October 12, 2022, by and between SVII and Continental, as trustee.

“Voting and Support Agreements” means, collectively, the Amended and Restated Voting and Support Agreements, dated as of September 29, 2025, by and among SVII, New Eagle, Eagle and certain Eagle shareholders, executed in connection with the Merger Agreement.

“Warrants” means the Public Warrants, Private Warrants and PIPE Warrants.

“Warrant Agreements” means the Public Warrant Agreement and the Private Warrant Agreement.

“Warrant Assumption Agreement” means the Warrant Assumption Agreement dated February 24, 2026, by and among New Eagle, SVII and Continental.

“Working Capital Loans” means any loan made to SVII by the Sponsor, an affiliate of the Sponsor or certain of SVII’s officers or directors to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including statements about the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings outlook and prospects of New Eagle and other statements about the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this prospectus including, without limitation, in the sections titled “New Eagle Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business of New Eagle.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of New Eagle and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this prospectus and attributable to New Eagle or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation, New Eagle undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

 

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RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this prospectus, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating an investment in the Common Stock or Warrants. The following risk factors apply to the business and operations of New Eagle and its consolidated subsidiaries. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial condition and results of operations of New Eagle following the consummation of the Business Combination. We may face additional risks and uncertainties that are not presently known to us or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations.

Risks Related to our Business and Industry

We are an early-stage company with limited to no operating history upon which investors can evaluate our future prospects.

We are an early-stage company engaged in both uranium exploration and development and small modular reactor (SMR) technology development, and we have limited to no operating history upon which investors can evaluate our future prospects. Our uranium development business is in our formative stages, and we have not yet established a track record of commercial operations, revenue generation, or sustained profitability. Similarly, our SMR business line is at a conceptual stage, with no working prototype constructed and no demonstrated commercial-scale performance. As a result, our business and prospects must be considered in light of the significant problems, delays, uncertainties, and complications typically encountered by newly established businesses and by companies developing unproven technologies.

The lack of operating history in both our mining and SMR business lines makes it difficult to evaluate our current business plan, performance, and future prospects. Our management has little basis on which to forecast future success, and our current and future expense levels are based largely on estimates of planned operations and anticipated revenues rather than actual experience. We face the risk that our competitors, many of whom have established operations, proven technologies, and greater resources, will perform better than us in the relevant markets. There are no assurances that we can successfully address the challenges inherent in early-stage mining or in the commercialization of SMR technology.

Because we have not yet demonstrated the ability to operate profitably or at commercial scale in either business line, there is substantial uncertainty regarding our ability to achieve or sustain profitability. Our business, financial condition, and operating results could be materially and adversely affected if we are unable to overcome the obstacles associated with our limited operating history and the early-stage nature of our technologies. Investors should be aware that our future success is highly uncertain and dependent on our ability to execute our business strategies, secure adequate funding, and achieve technical and commercial milestones in both uranium mining and SMR development.

We are dependent on additional financing to conduct our business plan.

Both our uranium and small modular reactor (SMR) business lines will require significant and ongoing investment to support their respective development, exploration, and commercialization activities. As an early-stage company with limited operating history and no current revenues, we are highly dependent on our ability to attract and retain consistent sources of external funding to advance our projects and execute our business strategies.

To date, we have devoted most of our financial resources to the acquisition and development of our mining assets and to the initial acquisition of our SMR technology. The capital requirements for both business lines are substantial and are expected to increase as we progresses through exploration, permitting, engineering, regulatory compliance, infrastructure buildout, and, in the case of SMRs, advanced research, prototyping, and potential commercialization. Our current and future expense levels are based largely on

 

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estimates of planned operations and anticipated future revenues, rather than on actual experience or established revenue streams.

To date, we have not generated any material revenue, and do not expect to generate material revenue for the foreseeable future while we have substantial overhead expenses. We do not expect to generate meaningful revenue unless and until we bring the Aurora Uranium Project from our current exploration stage into commercial production, or are able to finalize development of and commercialize our SMR technology and related services, and we may not be able to do so on our anticipated timetable, if at all. We expect our expenses and capital expenditures to increase in connection with our ongoing activities, including developing and advancing our SMR technology and other products and services, obtaining Nuclear Regulatory Commission (NRC) design certification of and standard design approval (SDA) for our SMR technology and completing our manufacturing preparation and trials. We also expects to incur additional costs associated with operating as a public company.

While we recently raised $29,700,000 from PIPE Financing and had gross receipts of $1,939,457 from the completion of the Business Combination with SVII, we may require additional financing to execute on our business plans in the future. There is no assurance that future financing will be available, or that, if available, we will be on acceptable terms. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. Moreover, any additional financing could impose undue restrictions on operations in the case of debt financing or result in substantial dilution for shareholders in the case of equity financing.

If we are unable to obtain the necessary capital to fund our ongoing operations and planned growth, our business, prospects, financial condition, and results of operations could be materially and adversely affected across both our mining and SMR business lines.

We have not generated profits or revenues, and does not expect to do so in the near term. As a result, our ability to curtail future losses and reach sustained profitability is unproven, and we may never achieve or sustain profitability.

We had minimal cash as of November 30, 2025, and had a net loss for the year ended November 30, 2025 and for the three months ended February 28, 2026. As of November 30, 2025 and February 28, 2026, our net cash was $1,301,928 and $31,292,822, respectively, and our net loss attributable to common stockholders was $5,260,632 and $1,504,430, respectively. To date, we have devoted most of our financial resources to the acquisition of our interest in the Aurora Uranium Project and payments to our consultants and service providers. Because of the numerous risks and uncertainties associated with our industry, we are unable to accurately predict the timing or amount of increased expenses or when or if we will be able to maintain profitability. We expect to incur increased expenses as it continues the exploration and development of our assets. If any of the jurisdictions in which we operate pass laws that regulate exploration and development of mining assets, particularly those prospective for uranium and other energy metals, then we will likely see an increase in our expenses due to our attempts to comply with those regulations. We also expects an increase in our expenses associated with creating additional infrastructure (including hiring additional personnel) to explore and develop our assets. As a result, we may incur net losses and negative cash flows for the foreseeable future. These net losses and negative cash flows may have an adverse effect on our shareholders’ equity and working capital. We do not expect to generate any revenue or achieve profitability in the near term.

Our uranium exploration and development business is entirely dependent on the successful ownership and control of the Aurora Uranium Project.

Our business strategy and prospects are highly dependent on the Aurora Uranium Project, which we now own and control following the closing of the Aurora Option Agreement. Although the transaction has been completed, our ability to execute our business plan remains substantially dependent on the successful advancement of the Aurora Uranium Project. We currently have no other uranium exploration or development projects, and the Aurora Uranium Project represents our principal asset.

As a result, any adverse developments affecting the Aurora Uranium Project, or our inability to advance the project toward commercial production, would materially impair our ability to execute our business strategy.

 

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Such developments could significantly compromise our operational capacity, undermine our value, and adversely affect our financial condition, results of operations, and future viability.

Volatility in uranium prices may adversely affect the economic viability of the Aurora Uranium Project and our business.

Uranium prices are volatile and subject to factors beyond our control, including global supply and demand conditions, geopolitical events, government policies affecting nuclear energy, and broader commodities market trends. Sustained declines or significant fluctuations in uranium prices could adversely affect the economic viability of the Aurora Uranium Project or delay or limit its development. Price volatility may also make it difficult to forecast project economics and plan development activities. Any of these factors could materially and adversely affect our business, financial condition, results of operations, and future prospects.

We operate in a competitive and rapidly changing industry, which makes it difficult to evaluate our business and prospects.

The mining and energy metals market through which we intend to derive our revenue is a rapidly evolving industry. The growth of this market is subject to a high degree of uncertainty. Our future operating results will depend on numerous factors affecting the industry, many of which are beyond our control, including:

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Fluctuations in Commodity Prices:   Volatile prices for uranium and other energy metals can significantly impact revenue, profitability, and ability to fund ongoing and future projects;

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Regulatory Restrictions:   Regulatory agencies, national and local governments, and municipalities may restrict our ability to operate at the level at which our desires to operate, or at all; and

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General Economic Conditions:   Broader economic factors, such as recession, inflation, and changes in interest rates, can affect investor confidence, capital availability, and overall demand for our products.

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Our ability to plan for development will be significantly affected by our ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of potential customers. In addition, we may be restricted from operating our business due to public health and safety measures implemented in response to future pandemics or unforeseen disasters, including war. Furthermore, from time to time, we may re-evaluate the market in which our operates and the performance of our current business model, and we may in the future discontinue operations in certain markets as a result of such evaluations.

Our business is subject to risks inherent in mineral exploration and development activities.

We are subject to the risks normally encountered by companies in the mineral exploration and development industry. These risks include, but are not limited to:

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The discovery of unusual or unexpected geological formations during exploration or drilling programs;

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Accidental fires, floods, earthquakes, or other natural disasters in Malheur County’s high desert environment;

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Unplanned power outages, water shortages, or equipment failures affecting field activities;

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Challenges in controlling water inflows or other hazards during exploratory drilling;

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Labor disruptions, disputes, or difficulties securing skilled personnel for specialized uranium exploration;

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Delays in obtaining machinery, equipment, or permits required for continued exploration and development;

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Liability for potential environmental impacts, even during exploration, under Oregon’s regulatory framework; and

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Other known and unknown risks inherent in exploring and developing uranium projects, including fluctuations in uranium markets, regulatory changes, and stakeholder opposition.

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The exploration and development of mineral properties is affected by many factors, including, but not limited to: the cost of operations; variations in the grade of mineralized material; fluctuations in metal markets; costs of extraction and processing equipment; availability of equipment and labor; labor costs and possible labor strikes; government regulations, including without limitation, regulations relating to taxes, royalties, allowable extraction or production, and importing and exporting of minerals; government actions, including without limitation the establishment or expansion of mineral withdrawals, parks and monuments; land exchanges; foreign exchange; employment; worker safety; transportation; and environmental protection.

We and our target customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect us and our target customers.

The risks associated with radioactive materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. In addition, anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, under which all remaining nuclear power plants in Germany were shut down in April 2023. Similar anti-nuclear groups and non-governmental organizations are active in the United States and may be successful in lobbying domestic governments to restrict the use of nuclear energy. Adverse public reaction could also lead to increased regulation or limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers and our business.

Further, public perception of nuclear safety and viability can also influence the willingness of investors and financial institutions to fund nuclear projects. Negative public sentiment can increase financing costs and make it more difficult to secure the necessary capital. However, public preferences for energy sources can influence the demand for nuclear energy. A positive perception of nuclear power as a clean and reliable energy source can boost our market appeal.

Accidents involving nuclear power facilities, including but not limited to events like the Three Mile Island, Chernobyl and Fukushima Daiichi nuclear accidents, or terrorist acts or other high-profile events involving radioactive materials could materially and adversely affect our target customers and the markets in which it operates and increase regulatory requirements and costs that could materially and adversely affect our business.

Our future prospects are dependent upon a certain level of public support for nuclear power. Nuclear power faces strong opposition from certain competitive energy sources, individuals and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan in 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants or a dampening of the favorable regulatory climate needed to introduce new nuclear technologies, all of which could negatively impact our business and prospects. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to undertake as part of such programs. If accidents similar to the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous, and customer demand for our products could suffer, which could materially and adversely affect our business and operations.

Intense competition in the mining and SMR markets could limit our ability to capture and retain market share.

Both our energy metals mining and SMR businesses face industries crowded with entrenched incumbents and well-funded new entrants that command deep technical knowledge, robust supply chains, and proprietary technologies. Competitors routinely deploy substantial financial and human capital to secure prime resource deposits, advance alternative reactor designs, and negotiate favorable offtake and power-purchase agreements. Their scale and first-mover advantages enable aggressive pricing, rapid innovation, and the recruitment of key talent, leaving us with fewer strategic opportunities. If we fail to match their pace of development or to

 

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differentiate our offerings, we could experience reduced sales opportunities, unfavorable pricing dynamics, and compressed margins, any of which could materially and adversely affect our business, financial condition, and results of operations.

Public acceptance of nuclear energy and competition from other energy sources is unknown.

Growth of the uranium and nuclear industry will depend upon continued and increased acceptance of nuclear technology as an economic means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, including the risk of a nuclear incident and fears of nuclear incidents in the event of terrorism, wars, insurrections or natural disasters, the industry is subject to public opinion risks that could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. Nuclear energy competes with other sources of energy, including oil, natural gas, coal, hydroelectricity and renewable energy sources. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrations. Increased government regulation and technical requirements may make nuclear energy uneconomic, resulting in lower demand for uranium concentrates. Technical advancements and government subsidies in renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates.

Unfavorable media coverage of mining or nuclear energy could negatively affect our business.

In the future, our proposed operations and activities may subject us to media coverage relating to mining and the production of uranium and other forms of nuclear energy, some of which can be inaccurate, non-objective or politically motivated. As a result, we may frequently need to address or respond to such media coverage, which can be costly and time-consuming. Such inaccurate and non-objective media coverage can also negatively impact public perception of our business activities, the market for our securities, government relations, permitting activities and legal challenges. Further, given the controversial nature of the mining and nuclear industries, we may be subject to the risk that suppliers, customers, co-venturers or other business relations may be discouraged from or decline to continue commercial relations with or enter into new commercial relations or arrangements due to fear of reprisals from the media, public or special interest groups based on public perceptions of the nature of our business or the nature or location of the Aurora Uranium Project, particularly driven by the ability of the media, public and special interest groups to influence public perceptions through the media, social media and the internet.

Mining operations involve a high degree of risk.

The exploration, construction, development, operation and other activities associated with mineral projects, along with the expansion of existing recovery operations and mining activities and restarting of projects, involve significant risks, including financial, technical and regulatory risks. The development or advancement of the Aurora Uranium Project is contingent upon obtaining satisfactory exploration results, project permitting and licensing and financing. The exploration, construction, development, operation and other activities associated with mineral projects involve significant financial risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine or other facility may result in substantial value, few properties that are staked and explored are ultimately developed into producing mines or extraction or recovery facilities. Major expenses may be required to establish mineral resources and mineral reserves by drilling and to finance, permit, license and construct extraction, mining, recovery and processing facilities. It is impossible to ensure that the current or proposed exploration, permitting, construction and development programs on the Aurora Uranium Project will result in profitable commercial extraction, mining or recovery operations.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things: the accuracy of estimates; the particular attributes of the deposit, such as our size, geology, grade and accessibility; the ability to economically recover commercial quantities of the minerals; proximity to necessary infrastructure and availability of personnel; financing costs; governmental regulations, including regulations relating to prices, taxes, reclamation bonds and royalties; the potential for litigation; land use; importing and exporting; and environmental and cultural protection, including but not limited to

 

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the governmental establishment of mineral withdrawals, parks and monuments and land exchanges. The construction, development, expansion and restarting of projects like the Aurora Uranium Project are also subject to: the successful completion of engineering studies with adequate results to proceed; the issuance of necessary governmental licenses and permits; the availability of adequate financing; engineering and construction timetables and capital costs being correctly estimated for our projects, including restarting projects on standby; and such construction timetables and capital costs not being affected by unforeseen circumstances, including but not limited to delays due to litigation/injunctions. The effect of these factors cannot be accurately predicted, but the combination of these factors, along with others, may result in us not receiving an adequate return on invested capital.

It is possible that actual costs and economic returns of future extraction of uranium at the Aurora Uranium Project may differ materially from our best estimates. It is not unusual in the mining industry for new mining operations and facilities to experience unexpected problems during the start-up phase, to take much longer than originally anticipated to bring them into a recovery or producing phase, to require more capital than anticipated, to operate at a higher cost than expected and/or to have reclamation liabilities that are higher than expected.

Opposition to mining may disrupt our business activities.

In recent years, governmental agencies, non-governmental organizations, individuals, communities and courts have become more vocal and active with respect to their opposition of certain mining and business activities. This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests. These actions can occur in response to current activities or in respect of mines or facilities that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy and mining. Opposition to our proposed operations and business activities is beyond our control. Any opposition to our proposed operations or business activities may cause disruptions and may result in increased costs and delays, which could have a material adverse effect on our business and financial condition.

The Aurora Uranium Project is in the exploration stage. There is no assurance that we can establish the existence of any mineral reserve from the Aurora Uranium Project in commercially exploitable quantities. Until then, we cannot earn any revenues from the Aurora Uranium Project, and our business could fail.

We have not established that the Aurora Uranium Project contains any commercially exploitable quantities of mineral reserve, nor can there be any assurance that we will be able to do so. The probability of the Aurora Uranium Project ever having a commercially exploitable mineral reserve that meets the requirements of the SEC may be remote. Even if we do eventually discover commercially exploitable quantities of mineral reserve on the Aurora Uranium Project, there can be no assurance that it can be developed into a producing mine and extract those minerals. Both mineral exploration and development involve a high degree of risk and few properties, which are explored, are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

Even if commercial viability of a mineral deposits are established, it may take several years until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable reserves through sampling, to determine the optimal metallurgical process to extract the metals from the tailings and, in the case of new properties, to construct processing facilities. Because of these uncertainties, no assurance can be given that our exploration programs will result in the establishment or expansion of a mineral deposit or reserves.

 

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The Aurora Uranium Project is a high-risk project, and investors should not make an investment in us unless you have the ability to lose your entire investment.

Our exploration and development activities may not be commercially successful.

Our long-term success depends on our ability to identify mineral reserves in the Aurora Uranium Project or other properties we may acquire that we can then develop into commercially viable processing operations. There is no assurance that the Aurora Uranium Project contains commercially exploitable minerals. Moreover, mineral exploration and development is highly speculative in nature, involves many risks and is frequently non-productive. The inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of exploration and development programs. The success of mineral exploration and development is determined in part by the following factors:

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the identification of potential mineralization based on analysis;

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the availability of permits;

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the quality of our management and it geological and technical expertise; and

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the capital available for exploration.

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Substantial expenditures and time are required to establish existing proven and probable reserves through analysis, and to develop the processing facilities and infrastructure at any site chosen for processing. Whether a mineral deposits will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, allowable production, importing and exporting of minerals and environmental protection. Any one or a combination of these factors may result in you not receiving an adequate return on your investment in us or any other mineral project we may pursue. The decision to abandon a project will have an adverse effect on the market value of our securities and our ability to raise future financing.

Mining and mineral exploration is inherently dangerous and subject to conditions or events beyond our control, which could have a material adverse effect on our business and plans.

Mining and mineral exploration involves various types of risks and hazards, including:

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environmental hazards;

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power outages;

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metallurgical and other processing problems;

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personal injury, flooding, fire, explosions, cave-ins, landslides and rock-bursts;

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inability to obtain suitable or adequate machinery, equipment, or labor;

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metals losses;

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fluctuations in exploration, development and production costs;

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labor disputes;

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unanticipated variations in grade;

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mechanical equipment failure; and

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periodic interruptions due to inclement or hazardous weather conditions.

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These risks could result in damage to, or destruction of, the Aurora Uranium Project, production facilities or other properties, personal injury, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, may be

 

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prohibitively expensive. We may suffer a material adverse effect on our business if not covered by insurance policies. We operations may contain significant uninsured risks which could negatively impact future profitability.

Any exploration of the Aurora Uranium Project contains and will contain certain risks, including unexpected or unusual operating conditions. It is not always possible to insure against these risks. Should events such as these arise, they could reduce or eliminate your investment in us as well as result in increased costs and a decline in the value of your investment.

Mineral operations are subject to market forces outside of our control which could negatively impact our Company.

The marketability of minerals is affected by numerous factors beyond our control including market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, imports, exports and supply and demand. One or more of these risk elements could have an impact on the costs of our operations and, if significant enough, could impact your investment.

We may be unable to obtain and renew permits, mine plan modifications and approvals, leases or other rights necessary for our operations, which would reduce our production, cash flows and profitability.

Mining companies must obtain numerous regulatory permits that impose strict conditions on various environmental and safety matters. The permitting rules are complex and change over time, potentially in ways that may make our ability to comply with the applicable requirements more difficult or impractical or even preclude the continuation of ongoing operations or the development of future mining operations. The public, including special interest groups, Tribal groups, and individuals, have certain rights under various statutes to comment upon, submit objections to and otherwise engage in the permitting process, including bringing citizens’ lawsuits or administrative actions to challenge permits or mining activities. Oregon is an Agreement State under the Agreement State Program with the NRC. Through the Agreement State Program as well as Oregon’s consolidated mine permitting process, we will need to continue to navigate permitting processes through different agencies at the local, state, federal and Tribal levels. For example, operations that could potentially impact surface or groundwater are required to obtain permits through state and federal agencies that regulate water resources. The same is true of potential air impacts, impacts to ecological resources, such as wetlands, and impacts to cultural resources. Additionally, mine sites that are located on federal lands are required to follow federal National Environmental Protection Act (“NEPA”) regulations. Thus, past or ongoing violations of federal and state mining laws by us or by mining operations owned or controlled by our significant stockholders, directors or officers could provide a basis to revoke existing permits and to deny the issuance of additional permits or modification or amendment of existing permits. This is known as being “permit-blocked.” In recent years, the permitting required for coal mining has been the subject of increasingly stringent regulatory and administrative requirements and extensive litigation by environmental groups.

As a result, the permitting process is costly and time-consuming, required permits may not be issued or renewed in a timely fashion (or at all), and permits that are issued may be conditioned in a manner that may restrict our ability to conduct our mining activities efficiently. In some circumstances, regulators could seek to revoke permits previously issued. We are required under certain permits to provide data on the impact on the environment of proposed exploration for or production of coal to governmental authorities.

Future changes or challenges to the permitting and mine plan modification and approval process could cause additional increases in the costs, time, and difficulty associated with obtaining and complying with the permits, and could delay or prevent commencing or continuing exploration or production operations, and as a result, adversely affect our production, cash flows and profitability.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on us as well as any other business in which we engage.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental

 

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monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact the ability to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations or any other mineral projects we may pursue.

Our exploration and development activities are subject to environmental risks, which could expose us to significant liability and result in the delay, suspension or termination of our operations.

The exploration, future development and production phases of our business will be subject to federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees. Future changes in environmental regulations may adversely affect our operations. If we fail to comply with any of the applicable environmental laws, regulations or permit requirements, we could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop operations or require a considerable capital expenditure. Although we intend to comply with all environmental laws and permitting obligations in conducting our business, there is a possibility that those opposed to exploration and mining will attempt to interfere with our operations, whether by legal process, regulatory process or otherwise.

Environmental hazards unknown to Eagle, which have been caused by previous or existing owners or operators of the properties, may exist on the properties comprising the Aurora Uranium Project. It is possible that these properties could be located on or near the site of a Federal Superfund cleanup project; as such, it is possible that environmental cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities to arise. The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”), and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The Clean Air Act restricts the emission of air pollutants from many sources, including mining and processing activities. Our processing operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the Clean Air Act and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the rules.

The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed

 

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actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an Environmental Impact Statement (“EIS”). The U.S. Environmental Protection Agency (“EPA”), other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance of required permits or result in changes to a project to mitigate our potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

The Clean Water Act (“CWA”), and comparable state statutes, imposes restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from our operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

We could be subject to environmental lawsuits.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around the Aurora Uranium Project.

Mining presents potential health risks; payment of any liabilities that arise from these health risks may adversely impact Eagle.

Complying with health and safety standards will require additional expenditure on testing and the installation of safety equipment. Moreover, inhalation of certain minerals can result in specific potential health risks. Symptoms of these associated diseases may take years to manifest. Failure to comply with health and safety standards could result in statutory penalties and civil liability. We do not currently maintain any insurance coverage against these health risks. The payment of any liabilities that arise from any such occurrences could have a material, adverse impact on us.

Mining, extraction, recovery, processing, construction, development and exploration activities depend, to a substantial degree, on adequate infrastructure.

Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs. While there is existing infrastructure at the Aurora Uranium Project, including public roads and a nearby power substation, the infrastructure may require improvements in order to support future mining operations. We will also need to acquire groundwater rights through the permitting process in the local jurisdiction. In addition, unusual or infrequent weather phenomena, including drought, flooding, sabotage, government and/or other interference in the maintenance or provision of such infrastructure could adversely affect our operations and activities, financial condition and results of operations.

The cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets, which could materially and adversely affect our business.

 

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Some electricity markets experience very low power prices due to a combination of subsidized renewables and low-cost fuel sources, and we may not be able to compete in these markets unless the benefits of the carbon-free, reliable and/or resilient energy generation are sufficiently valued in the market. Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States.

Loss of government incentives to use nuclear power may have an adverse impact on the market for SMRs.

In the United States, the IR Act provides production tax credits for advanced reactors and small modular reactors and the ADVANCE Act of 2024 provides further incentives such as reduced licensing fees and expedited pathways to approval. The United States may decide to reduce or eliminate these or other economic incentives or curtail legislative programs supportive of nuclear energy technologies for political, financial or other reasons. Any reductions in, or eliminations of, government subsidies, economic incentives or favorable legislative programs could reduce demand for our future products and adversely affect our business prospects and results of operations.

Operational challenges due to unexpected repairs and technical issues may adversely affect our financial stability.

Our operations could face significant setbacks due to unforeseen technical and mechanical issues, necessitating costly repairs and maintenance. While we strives to optimize operations for efficiency and cost-effectiveness, such disruptions could negatively impact our bottom line and operational forecasts.

We are subject to technical innovation and obsolescence.

Requirements for our products and services may be affected by technological changes in nuclear reactors, and enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for our products and services and/or increase the supply of competitive products and services. The cost competitiveness of our operations may be impacted through the development and commercialization of other mining, processing and other technologies. As a result, our competitors may adopt technological advancements that give them an advantage over us or that reduce the demand for our products or make them obsolete.

We may expand our business in the future and enter into new lines of business or geographic markets, which may result in additional risks, uncertainties and costs in our business.

We may grow our business by offering additional services, by entering into new lines of business and by entering into, or expanding our presence in, new geographic markets. Introducing new services could increase our operational costs and the complexities involved in managing such services, including with respect to ensuring compliance with applicable regulatory requirements. For example, we are actively engaged in the advancement of SMR technology as a core component of our strategic growth plan. To the extent we enter into new lines of business, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of investors due to the perception that we are no longer focusing on our core business. In addition, we may, from time to time, explore opportunities to grow our business via acquisitions, partnerships, investments, or other strategic transactions. There can be no assurance that we will identify, negotiate, or complete such transactions, that any completed transactions will produce favorable financial results, or that we will be able to successfully integrate an acquired business with our business.

Entry into certain lines of business or geographic markets or introduction of new types of services may subject us to new laws and regulations with which we are not familiar or from which we are currently exempt and may lead to increased litigation and regulatory risk. In addition, certain aspects of our cost structure, such as costs for compensation, communication and information technology services, and depreciation and amortization, will be largely fixed, and we may not be able to timely adjust these costs to match fluctuations in revenue related to growing our business or entering into new lines of business. If a new business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our business, financial condition, and results of operations could be materially and adversely affected.

 

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The market for SMRs generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for SMRs has not yet been established. Our estimates for the total addressable market are based on a number of internal and third-party estimates, including our potential contracted revenue, the number of potential customers, assumed prices and production costs, our ability to leverage our current logistical and operational processes, and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our services, as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect.

Our licensed SMR technology is at an early stage, may never achieve commercial viability, and loss of the license would terminate our ability to pursue this business.

We hold an exclusive patent license, executed June 20, 2025, to a portfolio of small modular nuclear reactor patent applications from UNM Rainforest Innovations, the technology licensing arm of the University of New Mexico. The company has not built a working prototype or demonstrated commercial-scale performance. To commercialize the technology, we must complete fundamental design, materials, and control-system development; construct and test pilot units; and scale specialized manufacturing, each of which could reveal technical defects, cost overruns, or delays that exhaust capital or require uneconomic redesigns. The license agreement requires escalating maintenance fees, minimum royalties, reimbursement of all patent expenses, and quarterly diligence reporting. Failure to meet any obligation, or an adverse liquidity event, could allow UNMRI to terminate the license on thirty days’ notice, forcing us to halt development and write off our cumulative investment. U.S. government “march-in” rights and university research carve-outs further limit exclusivity. In addition, the uranium nitride fuel required for use in SMR technology will require qualification by the NRC prior to use, and such qualification may not be obtained in a timely manner or at all. If we cannot overcome these technical, contractual and procedural risks, we will have no viable SMR product and could incur material impairment charges and adverse effects on our business, financial condition, and results of operations.

We depend entirely on a single license for our SMR technology platform.

All intellectual-property rights for our SMR program derive from the June 20, 2025 license with UNM Rainforest Innovations. Any default in payment, diligence, reporting, insurance, or insolvency covenants could result in termination on thirty days’ notice. We have no alternative reactor design under development; loss of the license would eliminate our only SMR product line, require a full write-off of our investment, and materially harm our business, financial condition, and results of operations.

Our SMR development remains conceptual and faces significant technical risk.

All reactor design, fuel qualification, and safety-case preparation are preliminary. We must convert laboratory concepts into engineering models, select materials capable of withstanding sustained neutron flux, and integrate nuclear-grade digital control systems. Discovery of material incompatibilities, flawed thermal-hydraulic assumptions, or integration conflicts could require costly redesigns, delay subsequent testing and regulatory engagement, and deplete limited capital. In addition, further development of the SMR technology will require us to hire personnel with a high degree of very specialized knowledge and technical expertise, and while we are actively recruiting such personnel, there is no guarantee we will be successful in hiring persons with the required skillsets. If these issues prevent us from building a functional prototype, our Company will have no SMR product to advance and could incur significant write-offs with a material adverse effect on our business, financial condition, and results of operations.

We lack the manufacturing infrastructure to scale any future SMR prototype, and early production efforts may cause significant cost overruns and delays.

We currently have no dedicated fabrication lines, qualified supply chain, or nuclear-quality assurance program capable of producing serial reactor modules. Converting a prototype into marketable units will require purpose-built facilities, qualified suppliers of reactor-grade forgings and advanced alloys, and process

 

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controls that meet strict nuclear codes. Early pilot runs may reveal weld defects, additive-manufacturing inconsistencies, or heat-treatment deviations that require costly rework. Because critical components often come from single-source vendors with long lead times, fabrication errors or late deliveries could cause multi-month delays, trigger liquidated damages under customer contracts, and undermine project economics. Failure to establish reliable, scalable production at acceptable cost and within projected timelines could result in lost orders, reputational harm, and a material adverse effect on our business, results of operations, and liquidity.

A nuclear incident involving SMR technology could result in extensive liability and irreparable reputational harm.

An accidental release of radioactive material, loss-of-coolant event, sabotage, or other safety failure at an SMR site utilizing our technology could endanger public health, prompt emergency evacuations, and expose us to potentially unlimited civil liability under federal and state law. Even incidents at unrelated nuclear facilities could intensify public opposition, prompt moratoria, or result in more stringent regulations that limit deployment. Any such event could lead to prolonged operational shutdowns, contract cancellations, higher insurance and security costs, and severe reputational damage, any of which could materially and adversely affect our business, financial condition, and operating results.

A shortage of specialized nuclear talent could delay key milestones and increase labor costs.

Designing, licensing, and operating SMRs requires engineers, radiation-protection specialists, and project managers with rare credentials and, in many cases, U.S. security clearances. Competition for such expertise is intense. If we cannot recruit or retain critical personnel when needed, design reviews, licensing submissions, and supplier audits could be delayed. In addition, bidding aggressively for scarce talent could increase operating expenses. Either development delays or higher labor costs could undermine the viability of our SMR program and materially and adversely affect our business, financial condition, and results of operations.

Competitors in China and Russia currently operate commercial SMRs and may have advantages in marketing their SMRs to potential customers.

Competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries. Although their SMR designs have not been approved by the NRC or in any jurisdiction outside of their native countries, those competitors may have a competitive advantage if they are able to obtain approval comparable to the NRC’s SDA, or if they can otherwise demonstrate to potential customers the value and benefits of their SMRs, particularly in jurisdictions that have less stringent regulatory requirements. In addition, these competitors may have access to greater government or other funding to develop and commercialize their SMRs than we do.

The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

As an early-stage uranium mining and SMR developer, certain of our activities are inherently hazardous and could result in loss of life, significant property damage, or environmental contamination. Key risks include:

•

Mining Operations Hazards:   Our future mining activities will involve heavy machinery, explosives, and the handling of radioactive materials, which pose risks of accidents, equipment failure, and exposure to harmful substances. Such incidents could lead to serious injuries, fatalities, or fatalities among our workforce and local communities.

​

•

SMR Technology Hazards and Nuclear Liability:   Reactor construction, commissioning, and operation introduce unique nuclear-safety risks, including criticality accidents, coolant loss, and spent-fuel handling, that could release radiation beyond site boundaries. Although U.S. law provides a tiered system of nuclear liability protection, the statutory cap and available industry pools may prove insufficient for a severe event, and comparable frameworks may not exist or be enforceable in jurisdictions outside the United States.

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•

Environmental Impact and Compliance:   Uranium mining and processing and SMR development can have substantial environmental impacts, including soil and water contamination, radioactive waste

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management, and habitat disruption. Compliance with stringent environmental regulations is mandatory, and any failure to adhere can result in legal penalties, operational shutdowns, and long-term environmental damage.

•

Regulatory and Permitting Challenges:   Obtaining and maintaining the necessary permits and licenses for our operations is complex and subject to rigorous scrutiny by national and local regulatory bodies. Changes in regulations or delays in permitting could impede our ability to operate effectively and expand our projects.

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•

Public Health and Safety Concerns:   The handling and storage of radioactive materials requires stringent safety protocols to prevent accidents and unauthorized access. Any breach in these protocols could lead to public health crises, loss of trust, and significant legal liabilities.

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Reputation and Community Relations:   Incidents of environmental harm, accidents, or non-compliance with safety standards can severely damage our reputation among customers, investors, regulatory authorities, and the general public. Negative public perception can lead to increased opposition from communities and environmental groups, making it more difficult to operate and expand our business.

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Insurance Limitations:   While we intend to maintain insurance coverage to mitigate some of these risks as is determined prudent and reasonable by our Company, the policies may not be comprehensive enough to cover all potential liabilities, especially those related to large-scale environmental disasters or catastrophic accidents. Claims exceeding our insurance limits or arising from uninsured events could have a detrimental impact on our financial condition, cash flows, and overall operating results.

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Indemnification Constraints:   Indemnification agreements may provide coverage for certain claims or liabilities resulting from our operations. However, these agreements may not cover all possible scenarios, particularly those involving gross negligence, intentional misconduct, or violations of environmental laws. In such cases, we may be exposed to substantial financial liabilities.

​

Any accident, failure, environmental damage, or liability, whether fully covered by insurance or not, could negatively affect our financial stability, disrupt our operations, and harm our reputation. This could lead to increased scrutiny from regulatory bodies, loss of investor confidence, and challenges in securing future funding or permits necessary for our continued growth and success.

If we fail to effectively manage our anticipated growth, our business could suffer.

The planned growth of our commercial operations may place a significant strain on our management and on our operational and financial resources and systems. To manage growth effectively, we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as develop, train, and manage management level and other employees. If we fail to manage our growth effectively, we could over-invest or under-invest in infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material adverse effect on our business, results of operations, financial condition and cash flow. Any failure by we to manage our growth effectively could have a negative effect on our ability to achieve our development and commercialization goals and strategies.

We may be negatively impacted by the seasonality of our business.

Seasonal fluctuations, such as extreme weather conditions, could disrupt our future mining operations, leading to operational delays, increased costs, and reduced productivity. These disruptions may hinder our ability to meet production targets, maintain steady revenue streams, and achieve our strategic growth objectives. If we are unable to effectively manage the impacts of seasonality, our business, financial condition, and results of operations could be adversely affected.

Our reputation, or the reputation of our industry as a whole, may be harmed.

The reputation of our brand is critical to our business and competitiveness. If we fail, or are perceived to have failed, to effectively manage issues that pose reputational risks, such as mishandling client complaints, privacy breaches, or non-compliance with legal and regulatory requirements, then our business and prospects may be significantly harmed. Additionally, any negative allegations or publicity, whether substantiated or not,

 

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regarding our operations, management, compliance, financial condition, or prospects could severely compromise our reputation and adversely affect our financial performance and operating results. Furthermore, negative publicity about the mining and energy metals industry as a whole, or about our partners and service providers, could also damage our reputation regardless of our own practices. These factors could reduce client confidence, increase client attrition, and ultimately result in material and adverse effects on our business and financial condition.

Our growth strategy may not be successful.

We intend to expand our operations and customer base, in large part, by developing the Aurora Uranium Project, acquiring additional uranium mining properties and related technologies, including SMR technology, through the SMR License Agreement with UNMRI, and forming strategic partnerships within the nuclear energy sector. Our operations are subject to all the risks inherent in the growth of a new business, particularly within the uranium mining and energy metals industry. The timing and related expenses of expansion may cause our revenues, if any, to fluctuate.

The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business. This includes our ability to:

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Establish Ongoing Relationships:   Building and maintaining relationships with mining rights owners, surface owners, regulatory agencies, and industry partners is crucial. Failure to secure and sustain these relationships can impede our operational capabilities and project development.

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Satisfy Legal and Regulatory Requirements:   Navigating the complex legal and regulatory landscape of uranium mining requires substantial effort and expertise. Any delays or failures in obtaining necessary permits, licenses, or approvals can halt or slow down our projects.

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Implement Strategies Effectively:   Successfully executing our expansion strategies depends on our ability to manage resources, timelines, and operational efficiencies. Missteps in strategy implementation can lead to increased costs, project delays, or incomplete development.

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Adapt to Operating Methods:   As we expand, adapting to new operating environments, technologies, and methodologies is essential. Inability to effectively integrate new processes or technologies can reduce operational effectiveness and competitiveness.

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Compete in the Market:   The uranium mining industry is highly competitive, with established players possessing significant resources and expertise. Our ability to compete effectively against these entities is critical to our success. Failure to do so can result in lost opportunities and diminished market presence.

​

Additionally, we may encounter:

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Unfamiliar Operating Environments:   Expanding into new geographical areas or acquiring diverse types of mining properties may present unforeseen challenges related to local conditions, community relations, and logistical complexities.

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Intense Competition:   Competing with larger, more established companies in the uranium mining and SMR development sectors can limit our market share, access to resources, and profitability.

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Due to these factors, along with inherent uncertainties in the implementation of our strategies and the dynamic nature of the industries in which we operate, we may not be successful in our proposed business activities.

We may encounter potential conflicts of interest from time to time, and the failure to identify and address such conflicts of interest could adversely affect our business.

We face the possibility of actual, potential, or perceived conflicts of interest in the ordinary course of our business operations. Conflicts of interest may exist between us and our clients, our clients and our future employees, and we and our directors and officers, if any. As we expand the scope of our business, we are critical for us to be able to timely address potential conflicts of interest, including situations where two or more interests within our businesses naturally exist but are in competition or conflict. However, appropriately

 

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identifying and managing actual, potential, or perceived conflicts of interest is complex and difficult, and our reputation and our clients’ confidence in us could be damaged if it fails, or appear to fail, to deal appropriately with one or more actual, potential, or perceived conflicts of interest. It is possible that actual, potential, or perceived conflicts of interest could also give rise to client dissatisfaction, litigation, or regulatory enforcement actions. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in several ways, including the reluctance of some potential clients and counterparties to do business with Eagle. Any of the foregoing could materially and adversely affect our reputation, business, financial condition, and results of operations.

The Company and our directors and officers may be subject to litigation, arbitration, or other legal proceeding risk.

The Company and our management team members may be subject to arbitration claims and lawsuits in the ordinary course of our business. As of the date of the filing of this registration statement, we, nor our directors and officers are a party to, and are not aware of any threat of any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or operations. Actions brought against us may result in settlements, awards, injunctions, fines, penalties, and other results adverse to it. Predicting the outcome of such matters is inherently difficult, particularly where claims are brought on behalf of various classes of claimants or by many claimants, when claimants seek substantial or unspecified damages or when investigations or legal proceedings are at an early stage. A substantial judgment, settlement, fine or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects.

In addition, even if we prevail in any litigation or enforcement proceedings brought against us, we could incur significant legal expenses defending against the claims, even those without merit. Moreover, because even claims without merit can damage our reputation or raise concerns among our clients, we may feel compelled to settle claims at significant cost. The initiation of any claim, proceeding or investigation against us, or an adverse resolution of any such matter could have a material adverse effect on our reputation, business, financial condition and results of operations and cash flows.

Our directors and executive management team may have conflicts of interest.

Our Chief Executive Officer also serves in roles at other companies in our industry, and this may apply to our future directors and officers as well. Such overlapping positions are common in the mining industry but could lead to potential conflicts between their responsibilities to us and their obligations to other entities. For example, our Chief Executive Officer and director, Mark Mukhija, also serves as a director of POWR Lithium Corp., a company focused on the exploration and development of lithium and energy metal assets, and as a director of Tactical Resources Corp., a company specializing in rare earth element exploration. Our directors and officers understand their legal responsibilities regarding corporate opportunities and conflicts of interest. We will rely on these applicable laws to address any conflicts or breaches of duty. All such conflicts will be disclosed in accordance with legal requirements, and our leadership will strive to meet their fiduciary duties to the best of their ability.

The success of our business is substantially dependent upon the efforts of our senior management team and our ability to attract additional personnel.

Our success depends largely on the skills, experience, and performance of key members of our senior management team who are critical to directing and managing our growth and development in the future. Our success is substantially dependent upon our senior management’s ability to lead our Company, implement successful corporate strategies and initiatives, develop key relationships, including relationships with collaborators and business partners, and successfully commercialize products and services. While our management team has significant experience in the mining and energy metals industry, we have considerably less experience in commercializing these products or services. The efforts of our management team will be critical as it develops our business.

 

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The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our Company could affect our ability to successfully grow our business.

Our future success will depend in large part upon the continued service of the members of our executive management team and key employees. In addition, our success also will depend on our ability to attract and retain qualified technical, sales and marketing, user support, financial and accounting, legal and other managerial personnel. The competition for skilled personnel in the industries in which we operate is intense. Our personnel generally may terminate their service at any time for any reason. We may incur significant costs to attract and retain highly skilled personnel, and we may lose new personnel to our competitors before it realizes the benefit of our investment in recruiting them. As we moves into new geographies, we will need to attract and recruit skilled personnel across functional areas. If we fail to attract new personnel or if it suffers increases in costs or business operations interruptions as a result of a labor dispute, or fails to retain and motivate our current personnel, it might not be able to operate our businesses effectively or efficiently, serve our future customers properly or maintain the quality of our services.

We may become dependent on future collaborations to develop and commercialize our uranium resources, as well as to provide operational support and maintenance capabilities essential for the success of our business.

We may enter into various collaborative agreements, including those related to exploration and development, environmental compliance, technological innovation, and project financing, to develop and commercialize our uranium projects. There is a risk that we could become dependent on one or more of these collaborative arrangements. Such collaborative agreements might be terminated by the partner, or the partner may decide not to actively pursue the co-development of our projects. Additionally, our collaboration partners may independently pursue competing technologies or projects. The occurrence of these risks could have a material adverse effect on our business, financial condition, and results of operations because they could lead to increased costs and operational disruptions. Furthermore, our ability to effectively execute our business strategies may be compromised due to our material dependence on these partners’ contributions and support.

We may not be able to create and maintain a competitive advantage, given the rapid technological and other competitive changes affecting all markets nationally and worldwide, and our success will depend on our ability to keep pace with any such changes.

We may not be able to create and maintain a competitive advantage in the uranium mining industry, given the rapid technological advancements and evolving competitive landscape. Our success will depend on our ability to keep pace with technological innovations, optimize our mining processes, and adapt to changing industry standards. Failure to innovate or respond effectively to competitive pressures could result in lost market opportunities, reduced operational efficiency, and diminished profitability, adversely affecting our business, financial condition, and results of operations.

If demand for our uranium resources does not develop as expected, our projected revenues and profits will be adversely affected.

Our future profits are influenced by factors such as global economic conditions, technological advancements in nuclear energy, geopolitical events, and evolving customer preferences for clean energy sources. We believe that the demand for uranium will continue to grow in alignment with the expansion of the nuclear energy sector. However, if our expectations regarding market size and our ability to secure contracts with utilities and strategic partners are not met, our revenue may not materialize as anticipated, adversely impacting our business and financial performance.

Our suppliers may experience development or manufacturing problems or delays that could limit the growth of our revenue or increase our losses.

Our uranium mining operations will depend on various suppliers for essential equipment, technology, and services. We may encounter unforeseen issues such as development problems, manufacturing delays, or supply chain disruptions that could limit our ability to maintain continuous operations and meet project timelines. Additionally, if our suppliers need to adjust their production processes to accommodate our expansion, this could lead to increased costs and further delays. Such supplier-related challenges could reduce

 

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our operational efficiency, increase our costs, and impair our ability to meet demand for our uranium resources in a timely manner. Consequently, this could negatively impact our revenue growth, project profitability, and overall business performance.

Failure of third-party systems upon which we rely could adversely affect our business operations.

We will rely on third-party systems and technologies for various aspects of our uranium mining operations, including data management, environmental monitoring, and operational logistics. Any failure, interruption, or deterioration in the performance or quality of these third-party services could adversely affect our business operations. Additionally, we may face challenges in obtaining or continuing to obtain necessary licenses and technologies from these third parties on reasonable terms, or at all, which could materially impact our ability to operate efficiently and achieve our strategic objectives. Disruptions in third-party systems could lead to operational delays, increased costs, and reduced productivity, negatively affecting our business, financial condition, and results of operations.

We face risks related to natural disasters, health epidemics and other outbreaks, and global conflicts, which could significantly disrupt our operations.

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology platform failures or Internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to explore and develop our energy metal assets. Moreover, our business could also be adversely affected by Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemics. We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine and the confrontations in the Middle East, including conflicts between Israel and Hamas, and between Iran and Israel. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from such conflicts or any other geopolitical tensions. U.S. and global markets have experienced and will likely continue to experience volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine and conflicts in the Middle East. Although the length and impact of the ongoing military conflict is highly unpredictable, the impact of these military conflicts could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

We are continuing to monitor the situation in Ukraine, the Middle East and globally, and assessing its potential impact on our business. In addition, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Any of the above-mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this registration statement.

If we are unable to attract and retain qualified management, we will be unable to operate efficiently, which could reduce our profitability.

Our business is managed by a small number of key executives and operational officers. We may be unable to hire and retain the sufficient skilled labor force necessary to operate efficiently and to support our growth strategy. Our labor expenses may increase because of a shortage in the supply of skilled personnel. Labor shortages, increased labor costs or the loss of key personnel could negatively impact our business. Future growth could also impose significant additional responsibilities on members of our senior management, including the need to recruit and integrate new senior level managers and executives. To the extent that we are unable to manage our growth effectively or is unable to attract and retain additional qualified management, we may not be able to expand our operations or successfully execute our business plan.

 

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Information technology system failures, network disruptions or cybersecurity breaches could adversely affect our business.

We use and rely significantly on sophisticated information technology systems, networks, and infrastructure in conducting our day-to-day operations, and protecting sensitive information. In addition, we also relies on third-party software and information technology for certain of our critical accounting, project management and financial information systems. We also collect and retains information about our shareholders, vendors, and employees, with the expectation by such third parties that we will adequately protect such information.

Information technology system failures, including suppliers’ or vendors’ system failures, could disrupt our operations by causing transaction errors, processing inefficiencies, other business disruptions or the loss of employee or other third-party personal information. We expect that system interruptions and delays may occur in the future, given the increasing diversity and sophistication of cybersecurity threats. In addition, our systems, networks and infrastructure could be damaged or interrupted by natural disasters, power loss, telecommunications failures, intentional or inadvertent user misuse or error, failures of information technology solutions, computer viruses, malicious code, ransomware attacks and acts of terrorism. We may also be subject to physical or electronic security breaches, including breaches by computer hackers or cyber-terrorists or unauthorized access to or disclosure of our or our partners’ data. These events could impact our consultants, employees and reputation and lead to financial losses from remediation actions, loss of business or access to our business data, potential liability or an increase in expenses, all of which may have a material adverse effect on our business. Similar risks could affect our vendors, indirectly affecting our Company.

While we have security, internal control and technology measures in place to protect our systems and networks, these measures could fail as a result of a cyber-attack, other third-party action, employee error, malfeasance or other security failure. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As a result, we may be required to expend significant resources to protect against the threat of system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events could damage our reputation and have a material adverse effect on our business, results of operations, financial condition and cash flow.

In addition, current and future laws and regulations governing data privacy and the unauthorized disclosure of confidential information may pose complex compliance challenges and result in additional costs. A failure to comply with such laws and regulations could result in penalties or fines, legal liabilities or reputational harm. The continuing and evolving threat of cyber-attacks has also resulted in increased regulatory focus on risk management and prevention. New cyber-related regulations or other requirements could require significant additional resources and cause us to incur significant costs, which could have an adverse effect on our results of operations and cash flows.

We regularly evaluate the need to upgrade or replace our systems and network infrastructure to protect our information technology environment, to stay current on vendor supported products and to improve the efficiency and scope of our systems and information technology capabilities. The implementation of new systems and information technology could adversely impact our operations by requiring substantial capital expenditures, diverting management’s attention, or causing delays or difficulties in transitioning to new systems. In addition, our systems implementations may not result in productivity improvements at the levels anticipated. Systems implementation disruption and any other information technology disruption, if not anticipated and appropriately mitigated, could have an adverse effect on our business.

Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability and liquidity and weaken our financial condition.

We may be named as a defendant in legal proceedings claiming damages from our Company in connection with the operation of our business. These actions and proceedings may involve claims for, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, breach of contract or property damage. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such actions or proceedings. When appropriate, we establish provisions against

 

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possible exposures, and adjust these provisions from time to time according to ongoing exposure. If our assumptions and estimates related to these exposures prove to be inadequate or inaccurate, we could experience a reduction in our profitability and liquidity and a weakening of our financial condition. In addition, claims, lawsuits and proceedings may harm our reputation or divert management resources away from operating our business.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our current and projected business operations and our financial condition and results of operations.

We currently maintain cash balances in accounts at U.S. financial institutions that we believe are high quality. These accounts are in non-interest-bearing and interest-bearing operating accounts and may, from time to time, exceed the Federal Deposit Insurance Corporation insurance limits. If such banking institutions were to fail, we could lose all or a portion of those amounts held more than such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, our third-party vendors and counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our business, financial condition, results of operations and liquidity.

Although we assess our banking relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, the financial institutions with which we have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we have financial or business relationships but could also include factors involving financial markets or the financial services industry generally.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs, and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire future financing or access to capital on acceptable terms or at all. As the ability to access capital is expected to be one of our primary sources of liquidity, any adverse impacts on our ability to access such credit and liquidity sources as a result of adverse developments affecting the financial services industry could adversely affect our business, financial condition and results of operations.

Russia’s invasion of Ukraine is severely and unpredictably impacting global energy markets and supply chains, and rising concerns over a second severe nuclear accident in Ukraine could seriously hurt public reception to nuclear energy.

Russia’s invasion of Ukraine, initiated in February 2022, continues to exert significant and unpredictable pressure on global energy markets and supply chains as of February 2025. The conflict has perpetuated economic uncertainty, price volatility, supply shortages, and heightened national security concerns. The International Energy Agency, or IEA, has reiterated our assessment, describing the situation as “the first truly global energy crisis, with impacts that will be felt for years to come.” As we operate in the uranium market, global disruptions will directly affect our operations. Ongoing challenges such as transportation bottlenecks, fluctuating commodity prices, and intermittent supply shortages continue to pose risks. While the full extent of these impacts remains uncertain, we anticipate that prolonged instability in energy markets may constrain operational efficiencies and increase costs.

Despite these challenges, global policy responses aimed at reducing dependence on Russian energy exports have created new market opportunities. Initiatives like the continued expansion of the IR Act’s provisions for energy and climate programs, including enhanced tax credits and incentives for clean energy technologies, have spurred investment in renewable energy infrastructure. Additionally, international sanctions and strategic

 

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realignments have accelerated the diversification of energy sources, presenting growth prospects for us in supplying alternative materials and technologies to utilities and energy providers seeking to mitigate their reliance on Russian imports.

The uranium sector, in particular, faces ongoing scrutiny and skepticism stemming from Russia’s actions in Ukraine. The targeted assaults on Ukrainian nuclear facilities, including the Zaporizhzhia plant, have heightened global concerns regarding the safety and security of nuclear energy infrastructure. These incidents, compounded by the historical context of the Chernobyl disaster, continue to erode public trust in nuclear energy. The World Nuclear Association, or WNA, has highlighted that such disruptions not only undermine confidence in nuclear power but also complicate efforts to promote nuclear energy as a reliable and safe component of the global energy mix. Further, Russia’s interference with Ukrainian nuclear plants constitutes violations of international agreements, specifically Article 56 of the Additional Protocol of 1979 to the Geneva Conventions. These actions have prompted international condemnation and may lead to stricter regulatory measures and oversight within the nuclear industry. The potential for increased regulatory scrutiny poses additional compliance costs and operational constraints for our business.

While these challenges pose risks to our operations, evolving global energy policies and the strategic shift away from Russian energy sources also offer avenues for growth and diversification. We intend to assess and mitigate any of the foregoing risks to sustain our business operations and capitalize on emerging opportunities in the evolving energy landscape.

Developments related to the ongoing wars between Russia and Ukraine, conflicts in the Middle East, economic instability in Venezuela, and the global response thereto, could adversely affect our business, financial condition and results of operations.

The ongoing wars between Russia and Ukraine, conflicts in the Middle East, as well as the potential for disruption to strategic shipping routes such as the Strait of Hormuz, ongoing political and economic instability in Venezuela and other oil-producing regions, and the global response to such hostilities (including sanctions, export controls, and other governmental actions), could disrupt global supply chains and energy markets, contribute to increased volatility in commodity prices, and adversely affect market conditions relevant to our business.

Risks Related to our Intellectual Property

If we fail to develop, gain approval for, protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.

Our intellectual property portfolio is a critical asset underpinning both our uranium mining and SMR businesses. As of the date of the filing of this registration statement, our rights to the intellectual property associated with the Aurora Uranium Project, including acquired geological data, technical reports, and proprietary exploration methodologies, are contingent upon the successful exercise and closing of the Aurora Option Agreement. We do not currently own the Aurora Uranium Project or our related intellectual property, and our ability to acquire and utilize these assets is subject to the completion of the Transaction and satisfaction of all conditions precedent under the Aurora Option Agreement. If the Transaction does not close, we will not acquire any rights to the Aurora Uranium Project or our associated intellectual property. Failure to acquire the Aurora Uranium Project and our related intellectual property will materially and adversely affect our business, financial conditions and results of operations.

With respect to our advanced nuclear technologies, we have secured, through an exclusive license agreement with UNMRI, the worldwide rights to a portfolio of patent applications and technologies covering the design, manufacture, and commercialization of SMRs and associated systems. This portfolio includes patent applications related to reactor core design, advanced heat exchangers, autonomous control systems, and other critical components necessary for the development and deployment of next-generation SMRs. Specifically, the SMR License Agreement includes one US utility patent application for the VSLLIM reactor and three provisional patent applications for processes underlying VSLLIM and SLIMM. The SLIMM technology itself is not the subject of any existing patent protection. The SMR License Agreement is material to our business and operations, as it provides the intellectual property foundation for our development and commercialization of our SMR technologies. Failure to comply with the terms of the agreement, including

 

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payment, diligence, and reporting obligations, could result in termination of our rights under the agreement, which would have a material adverse effect on our business.

We may enter into other license agreements in the future for our business development. There is no assurance that we as the licensee, will be able to obtain or renew, if at all or in a timely manner, any of the license agreements upon our expiration. Failure to obtain or renew, or early termination of, any such agreement may materially and adversely affect our business, financial conditions and results of operations.

We regard the protection of our trade secrets, trademarks, licenses, trade dress, patents and copyrights (if any, in future), domain names and other intellectual property or proprietary rights as critical to our success. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We seek to protect our confidential proprietary information, in part, by entering into consulting agreements, and/or services or employment agreements that contain non-disclosure and non-use provisions with our consultants, advisors and any third parties who have access to our proprietary know-how, information or technology. However, we cannot be certain that we have executed such agreements with all parties who may have helped to develop our intellectual property or who had access to our proprietary information, nor can it be certain that our agreements will not be breached. Any party with whom we have executed such an agreement could potentially breach that agreement and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We cannot guarantee that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Detecting the disclosure or misappropriation of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time-consuming and could result in substantial costs and the outcome of such a claim is unpredictable. Further, the laws of certain foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights both in the United States and abroad. If we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

We currently have no registered or issued patents related to our technology. However, our success depends in part on UNMRI’s ability to maintain and defend the patent protection of the technologies licensed to it through the SMR License Agreement. If UNMRI fails to prosecute, maintain, or defend these patent applications against third-party challenges, our rights to use and commercialize the licensed SMR technologies could be compromised, which may materially and adversely affect our business.

In the future, we expect to implement a comprehensive intellectual property protection program, which may include filing applications for patents, in the United States and international jurisdictions to protect our proprietary technologies, brands, and innovations. Patent laws, and scope of coverage afforded by them, have recently been subject to significant changes, such as the change to “first-to-file” from “first-to-invent” resulting from the Leahy-Smith America Invents Act. This change in the determination of inventorship may result in inventors and companies having to file patent applications more frequently to preserve rights in their inventions, which may favor larger competitors that have the resources to file more patent applications. Another change to the patent laws may incentivize third parties to challenge any issued patent in the United States Patent and Trademark Office (USPTO), as opposed to having to bring such an action in U.S. federal court. Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained within our products and could harm our business.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions to maintain patent applications and issued patents. We may fail to take the necessary actions and to pay the applicable fees to obtain or maintain patents in the future. Non-compliance with these requirements can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to use our technologies and enter the market earlier than would otherwise have been the case.

 

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We pursues the registration of our domain names, trademarks and service marks in the United States. We may seek to protect our trademarks, patents and domain names in an increasing number of jurisdictions in future, a process that is expensive and time-consuming and may not be successful or which we may not pursue in every location.

Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect and enhance our intellectual property or proprietary rights, our business may be harmed.

We rely on our unpatented proprietary technology, trade secrets, designs, experiences, workflows, data, processes, software and know-how.

We rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into consulting agreements, and/or services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We have limited control over the protection of trade secrets used by our current or future partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for our Company, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets.

We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights.

We may be accused of infringing intellectual property rights of third parties and content restrictions of relevant laws, which may materially and adversely affect our business, financial condition, and results of operations.

Third parties may claim that the technology used in the operation of our business infringes upon their intellectual property rights. Although we have not previously faced any litigation involving direct claims of infringement, the possibility of intellectual property claims against us increases as it continues to grow. Such claims, whether having merit, may result in our expenditure of significant financial and management resources, injunctions against us or payment of damages. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could be both costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any such litigation or proceedings could cause us to pay damages, as well as legal and other costs, limit our ability to conduct business or require it to change the manner in which it operates.

 

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Risks Related to Government Regulation

Our business is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business.

These regulations govern, among other things: acquisition of the property or mineral interests; maintenance of claims; tenure; expropriation; prospecting; exploration; development; construction; extraction and mining; recovery, processing, milling and production; price controls; exports and imports; taxes and royalties; labor standards; occupational health; waste disposal; toxic substances; water use; land use; American Indian or other foreign indigenous peoples consultations and accommodations; environmental protection and remediation; endangered and protected species; mine, mill and other facility decommissioning and reclamation; mine safety; transportation safety and emergency response; and other matters. Compliance with such laws and regulations may and likely will increase the costs of exploring, drilling, developing, constructing, operating, and closing of mines and other extraction, recovery and processing facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact our decision as to whether to operate existing mines or facilities, or, with respect to exploration, development or construction properties, whether to proceed with exploration, development or construction. It is also possible that such laws and regulations may result in us incurring significant costs to remediate or decommission properties if we are determined they do not comply with applicable environmental standards at such time.

We expect to expend significant financial and managerial resources to comply with applicable laws and regulations and due to the historic trend toward stricter government regulation may continue. However, there can be no assurance that future changes in applicable laws and regulations or attitudes and interpretations relating thereto will not adversely affect our activities, operations or financial condition. New laws and regulations, amendments to existing laws and regulations or changes in attitudes and interpretations resulting in more stringent implementation of existing laws and regulations, including through stricter license and permit conditions or changes in enforcement attitudes and interpretations, could have a material adverse impact on Eagle, increase costs, cause a reduction in levels of, or suspension of, extraction or recovery and/or delay or prevent the construction or development of new mineral extraction properties.

Mineral extraction is subject to potential risks and liabilities associated with impacts to the environment and the disposal of waste products occurring as a result of mineral exploration, extraction, mining, milling, recovery and production. Environmental liability may result from mining or mineral extraction activities conducted by others prior to our ownership of a property. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions. These actions may result in orders issued by regulatory or judicial authorities causing activities or operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Companies engaged in uranium exploration operations may be required to compensate others who suffer loss or damage because of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Should we be unable to fully fund the cost of remedying an environmental problem, we might be required to suspend activities or operations, declare bankruptcy or enter into interim compliance measures pending completion of the required remedy, which could have a material adverse effect on our business. To the extent that we are subject to uninsured environmental liabilities, the payment of such liabilities would reduce otherwise available earnings and could have a material adverse effect on Eagle. In addition, we do not have coverage for environmental losses generally or for certain other risks, as such coverage cannot be purchased at a commercially reasonable cost. Compliance with applicable environmental laws and regulations requires significant expenditures and increases mine and facility, construction, development and operating costs.

While uranium production is the fuel for carbon-free, emission-free baseload nuclear power, the world’s focus on addressing climate change may require us to continue to conduct all our operations in a manner that minimizes the use of resources, including the unnecessary use of energy resources, in order to minimize air emissions at our facilities, which can also increase mine and facility, construction, development and operating costs. Regulatory and environmental standards may also change over time to address global climate change, which could further increase these costs.

There is also a risk that current and future government administrations will not support mining, uranium mining, nuclear energy or other aspects of our business and may limit, restrict or prevent the use of public

 

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lands for mining and other activities. Further, worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mineral properties and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and that, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside of our control. Any significant delays in obtaining or renewing permits or licenses in the future could have a material adverse effect on Eagle. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions, such as those imposed by the suspension agreement between the U.S. and Russia. Changes in these policies and restrictions may adversely impact our business.

We are subject to laws and regulations governing the use, transportation, and disposal of toxic, hazardous and/or radioactive materials. Failure to comply with these laws and regulations could result in substantial fines and/or enforcement actions.

Our operations will be subject to a variety of federal, state, and local environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-hazardous, and radioactive materials and waste, and remediation of releases of hazardous materials.

We may be liable if we fail to comply with federal, state, and local environmental, health and safety laws and regulations. Failing to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions. This might require us to stop or curtail operations or conduct or fund remedial or corrective measures, make additional investments into safety-related improvements or perform other actions. The enactment of more stringent laws, regulations or permit requirements or other unanticipated events may arise in the future and adversely impact the market for our products, which could materially and adversely affect our business, financial condition, and results of operations. We could incur substantial costs as a result of a violation of, or liabilities under, environmental laws.

We depend on the issuance of license amendments and renewals, which cannot be guaranteed.

We will need to obtain and maintain regulatory licenses and permits in order to explore and develop the Aurora Uranium Project, which are subject to renewal from time to time and are required in order to operate in compliance with applicable laws and regulations. In addition, depending on our business requirements, we may be necessary or desirable to seek amendments to one or more of our licenses or permits from time to time. There can be no assurance that necessary license and permit renewals and amendments will be issued by applicable regulatory authorities on a timely basis or at all in the future.

We are subject to data privacy governmental regulations, which can change, and any failure to comply with these regulations may have a material negative effect on our business and results of operations.

We will be subject to substantial government regulations affecting our business. These include, but are not limited to, data privacy and protection laws, regulations, policies, and contractual obligations that apply to the collection, transmission, storage, processing, and use of personal information or personal data, which, among other things, impose certain requirements relating to the privacy and security of personal information. The variety of laws and regulations governing data privacy and protection and the use of the Internet as a commercial medium are rapidly evolving, extensive, and complex and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application.

In the ordinary course of our business, it might collect and store in our internal and external data centers, cloud services, and networks sensitive data, including our proprietary business information and that of our customers, suppliers, and business collaborators, as well as personal information of our customers and employees. The secure processing, maintenance, and transmission of this information is critical to our operations and business strategy. The number and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past few years. Despite our security measures, it is impossible to eliminate this risk.

 

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A number of U.S. states have enacted data privacy and security laws and regulations that govern the collection, use, disclosure, transfer, storage, disposal, and protection of personal information, such as social security numbers, financial information, and other sensitive personal information. For example, all 50 states and several U.S. territories now have data breach laws that require timely notification to affected individuals and, at times, regulators, credit reporting agencies, and other bodies, if a company has experienced the unauthorized access or acquisition of certain personal information. Other state laws, such as the California Consumer Privacy Act, as amended, or the CCPA, among other things, contain disclosure obligations for businesses that collect personal information about residents in their state and affords those individuals new rights relating to their personal information that may affect our ability to collect and/or use personal information. Effective January 1, 2023, we became subject to the California Privacy Rights Act, which expands upon the consumer data use restrictions, penalties, and enforcement provisions under the CCPA, and Virginia’s Consumer Data Protection Act, another comprehensive data privacy law. Effective July 1, 2023, we became subject to the Colorado Privacy Act and Connecticut’s An Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws. Effective December 31, 2024, we also became subject to the Utah Consumer Privacy Act regarding business handling of consumers’ data. In addition, several other states and the federal government have considered or are considering privacy laws like the CCPA. We will continue to monitor and assess the impact of these laws, which may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private class-action litigation and carry significant potential liability for our business.

New and evolving regulations and compliance standards for cybersecurity, data protection, privacy, and internal IT controls are often created in response to a major cyberattack and will increasingly impact organizations like Eagle. Regulatory and policy-driven obligations may occur unexpectedly and require us to divert substantial resources to meet expensive and time-consuming compliance measures. The interpretation and enforcement of the laws and regulations described above are uncertain and subject to change and may require substantial costs to monitor implement and maintain adequate compliance programs. Failure to comply with U.S. and international data protection laws and regulations could result in government enforcement actions (which could include substantial civil and/or criminal penalties), private litigation, and/or adverse publicity and could negatively affect our operating results and business.

The fear of non-compliance, failed audits, and material findings may compel us to spend more to ensure we are in compliance, which may result in costly, one-off implementations to mitigate potential fines or reputational damage. The high costs associated with failing to meet regulatory requirements, combined with the risk of a fallout from security breaches, have elevated this topic from the IT organization to the executive and board levels. We may, therefore, spend additional time and money ensuring we will meet possible or unforeseeable future data protection regulations.

We will face growing regulatory and compliance requirements in a variety of areas, which can be costly and time-consuming.

Our business is, and may in the future be, subject to a variety of laws and regulations, including working conditions, labor, immigration and employment laws, and health, safety and sanitation requirements. We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on our business. Any changes to the legal and regulatory framework applicable to our business could have an adverse impact on our business and results of operations. Our failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability that could have a material negative effect on our business and results of operations.

Possible changes in federal/local tax laws or the application of existing federal/local tax laws may result in significant variability in our results of operations and tax liability for the investor.

The Internal Revenue Code of 1986, as amended, is subject to change by Congress, and interpretations may be modified or affected by judicial decisions by the Treasury Department through changes in regulations, and by the Internal Revenue Service through our audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting investment in us would be limited to

 

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prospective effects. Accordingly, the ultimate effect on an investor’s tax situation may be governed by laws, regulations, or interpretations of laws or regulations that have not yet been proposed, passed, or made, as the case may be.

Changes in the U.S. political environment could negatively impact our business.

There is significant ongoing uncertainty with respect to potential legislation, regulation, and government policy at the federal, state, and local levels in the United States. Such uncertainty and any material changes in such legislation, regulation, and government policy could significantly impact our business as well as the markets in which we compete. Specific legislative and regulatory proposals that might materially impact us include but are not limited to, changes to liability rules for data privacy regulations, import and export regulations, income tax regulations and the U.S. federal tax code and public company reporting requirements, immigration policies and enforcement, healthcare law, minimum wage laws, climate and energy policies, foreign trade and relations with foreign governments, and pandemic response. To the extent changes in the political environment have a negative impact on us or on our customers, our markets, our business, results of operation and financial condition could be materially and adversely impacted in the future.

Risks Related to Our Organization and Structure

Anti-takeover effects of certain provisions of Nevada law and our Charter and Bylaws may hinder a potential takeover of us.

Nevada law and our Charter and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Charter, our Bylaws, and the NRS contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our Board and therefore depress the trading price of our Common Stock. These provisions could also make it more difficult for shareholders to take certain actions, including electing directors who are not nominated by the Board or effecting changes in our management. Among other things, our Charter and Bylaws include provisions regarding:

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a classified Board of Directors divided into three classes with staggered three-year terms, which could delay the ability of stockholders to change the membership of a majority of our Board;

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the limitation of the liability of, and the indemnification of, our directors and officers to the fullest extent permitted under Nevada law;

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the requirement that, subject to the rights of holders of any series of preferred stock, directors may be removed only for cause and only by the affirmative vote of holders of not less than two-thirds (2/3) of the voting power of the outstanding shares of capital stock entitled to vote in an election of directors;

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the exclusive right of the Board to fill vacancies on the Board, including vacancies resulting from an increase in the size of the Board or the resignation, death or removal of a director, which prevents stockholders from filling such vacancies;

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the prohibition on stockholder action by written consent, which requires stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to take action, including the removal of directors;

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the procedures for the conduct and scheduling of Board and stockholder meetings; and

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the requirement of specified supermajority voting thresholds to amend or repeal certain provisions of our Charter, which could delay or prevent changes in our governance structure and may inhibit the ability of an acquirer to effect amendments to facilitate an unsolicited takeover attempt.

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These provisions, alone or together, could delay or prevent hostile takeovers, changes in control, or changes in our Board or management.

Nevada law provides certain protections to stockholders in connection with specified business combinations. These protections are set forth in NRS 78.411 through 78.444, which regulate transactions between a Nevada corporation and an “interested stockholder.”

 

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Under these provisions, an “interested stockholder” is generally defined as a person who beneficially owns, directly or indirectly, 10% or more of the voting power of the outstanding voting shares of the corporation. Nevada’s business combination law generally prohibits certain business combinations between a Nevada corporation and an interested stockholder for a period of two years after the person first becomes an interested stockholder, unless the transaction or the acquisition of shares that resulted in the person becoming an interested stockholder was approved in advance by the corporation’s board of directors.

The two-year moratorium may also be lifted if, after the person becomes an interested stockholder, the business combination is approved by both (i) the board of directors and (ii) the holders of at least 60% of the voting power of the outstanding shares not beneficially owned by the interested stockholder and its affiliates and associates. Following the expiration of the two-year period, a business combination with an interested stockholder remains prohibited unless it is approved by the board of directors and either the disinterested stockholders or a majority of the outstanding voting power not beneficially owned by the interested stockholder and its affiliates and associates, or unless the transaction satisfies specified fair-value requirements. These statutory restrictions generally cease to apply four years after the person first became an interested stockholder.

Nevada’s business combination statutes apply only to corporations with 200 or more stockholders of record. Corporations are permitted to opt out of these provisions by amending their charter; however, any such opt-out must be approved by a majority of the outstanding voting power not owned by interested stockholders, would not become effective until 18 months after stockholder approval, and would not apply retroactively to any person who became an interested stockholder on or before the effective date of the amendment. We have opted out of the business combination provisions of NRS 78.411 through 78.444.

In addition to the restrictions on business combinations with interested stockholders, Nevada law also provides protections relating to the acquisition of a “controlling interest” in a Nevada corporation. These provisions are set forth in NRS 78.378 through 78.3793 and are commonly referred to as Nevada’s control share law.

Under NRS 78.379, a person that acquires a controlling interest in a Nevada corporation generally may not exercise voting rights with respect to the shares constituting such controlling interest unless those voting rights are approved by a majority vote of the disinterested stockholders at a special or annual meeting of stockholders held at the request and expense of the acquiring person. For purposes of these provisions, NRS 78.3785 defines a “controlling interest” as the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person, individually or in association with others, directly or indirectly, to exercise (i) one fifth or more but less than one third, (ii) one third or more but less than a majority or (iii) a majority or more of the voting power of the issuing corporation in the election of directors. Once an acquiring person crosses one of these thresholds, shares acquired in the transaction that resulted in the acquisition of the controlling interest, as well as shares acquired within the 90 days immediately preceding the acquisition, become “control shares” subject to the voting restrictions described above.

If control shares are accorded full voting rights and the acquiring person acquires control shares representing a majority or more of the voting power, any stockholder of record, other than the acquiring person, that did not vote in favor of approving the voting rights for the control shares may be entitled to dissenters’ rights under NRS Chapter 92A.

The control share law does not apply to all Nevada corporations. Under NRS 78.3788, the control share statutes generally apply only to corporations that have 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the corporation’s stock ledger during the 90 days immediately preceding the relevant date, and that do business in Nevada directly or indirectly or through an affiliated corporation. In addition, NRS 78.378(1) permits a corporation to opt out of the control share law through provisions in its articles of incorporation or bylaws, and NRS 78.378(2) permits a corporation to impose stricter requirements if it so desires.

We have opted out of Nevada’s control share law in our Bylaws. As a result, the control share statutes will not apply to acquisitions of a controlling interest in us unless we elect to revoke that opt-out in the future.

Any provision of Nevada law or our Charter or Bylaws that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares, deprive

 

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stockholders of the opportunity to consider proposals they may believe to be in their best interests, and could affect the price that some investors are willing to pay for our Common Stock.

Our Bylaws designate a state court located within the State of Nevada (or, if a state court located within the State of Florida does not have jurisdiction, the federal district courts located in the State of Nevada) as the exclusive forum for substantially all disputes between us and our stockholders, and also provides that the federal district courts located in the State of Nevada will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of our stockholders to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our Bylaws provide that unless we consent in writing to the selection of an alternative forum: (a) the forum for any complaint asserting any internal corporate claims (as defined in the Bylaws), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be a state or federal district court located in the State of Nevada; and (b) the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by law, shall be the federal district courts of the United States of America located in the State of Nevada. The exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be held to apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. There is uncertainty as to the extent to which a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

This exclusive-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.

Our management team may not successfully or efficiently manage its transition to being a public company.

As a public company, we have incurred new obligations relating to our reporting, procedures, and internal controls. These new obligations and attendant scrutiny will require investments of significant time and energy from our executives and could divert their attention away from the day-to-day management of our business, which in turn could adversely affect our financial condition or operating results.

The members of our management team have extensive experience leading complex organizations. However, they have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that specifically govern public companies.

We will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

As a result of the consummation of the Business Combination, we face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, Public Company Accounting Oversight Board (the “PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements have and will require us to carry out activities we have not done previously. For example, we have created new board committees and will adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in

 

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complying with those requirements are identified, we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of us. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on the Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

We will need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will adversely affect our billing and reporting.

To manage the expected growth of our operations and increasing complexity, we will need to improve our operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. Any inability to do so will affect our manufacturing operations, customer billing and reporting. Our current and planned systems, procedures and controls may not be adequate to support our complex arrangements and the rules governing revenue and expense recognition for our future operations and expected growth. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our customers, cause harm to our reputation and brand and could also result in errors in our financial and other reporting. We expect that complying with these rules and regulations will substantially increase our legal and financial compliance costs and will make some activities more time-consuming and costly. These increased costs will increase our net loss and we cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.

Our management has limited experience in operating a U.S.-listed public company.

Our management has limited experience in the management of a U.S.-listed public company. Our management team may not successfully or effectively manage our transition to a U.S.-listed public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the combined company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of U.S.-listed public companies. The development and implementation of the standards and controls necessary for the combined company to achieve the level of accounting standards required of a public company listed on a public exchange in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

We qualify as an “emerging growth company” as well as a “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we are eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. We will remain an emerging growth company until

 

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the earliest of (i) the last day of the fiscal year in which the market value of the shares of Common Stock that are held by non-affiliates exceeds $700 million as of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of SVII Class A Ordinary Shares in the IPO. As a result, our securityholders may not have access to certain information they may deem important.

In addition, the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as New Eagle is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

Additionally, we qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of Common Stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of the shares of Common Stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Investors may find our securities less attractive because we rely on these exemptions, which may result in a less active trading market for the shares our Common Stock and its price may be more volatile.

Risks Related an Investment in of Our Securities

An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to factors specific to us as well as to general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our shares.

If, after listing, we fail to satisfy Nasdaq’s continued listing requirements, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our shares. Such a delisting would likely have a negative effect on the price of our shares and would impair your ability to sell or purchase our shares when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our shares to become listed again, stabilize the market price or improve the liquidity of our shares, prevent our shares from dropping below Nasdaq’s minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

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a limited availability of market quotations for our securities;

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•

reduced liquidity for our securities;

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•

a determination that our Common Stock is “penny stock” which will require brokers trading in the Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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The Common Stock being registered in this prospectus represent a substantial percentage of our public float and of our outstanding Class A ordinary shares, and the sale of such shares could cause the market price of Class A ordinary shares to decline significantly.

This prospectus relates to the offer and resale from time to time, upon the expiration of lock-up agreements, if applicable, by the Selling Securityholders of (a) 30,688,995 shares of Common Stock; and (b) of up to an aggregate of 11,922,133 Warrants.

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 203.0% of the total shares of Common Stock outstanding as of April 22, 2026. In addition, the securities beneficially owned by the Sponsor represent approximately 40.0% of the total Common Stock outstanding, and the Sponsor 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 six month lockup 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 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 of $10.60 on April 21, 2026, shares acquired for less than such last reported sale price, the Selling Securityholders may experience potential profit up to $10.60 per share.

The market price of our Common Shares may decline following the Business Combination.

The market price of our Common Stock may decline following the Business Combination for a number of reasons including if:

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investors react negatively to the prospects of our business;

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the effect of the Business Combination on our business and prospects is not consistent with the expectations of financial or industry analysts; or

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•

we do not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

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If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our shares will depend on the research and reports that securities or industry analysts publish about us or our business. Currently, we do not have any analyst coverage and may not obtain analyst coverage in the future. In the event we obtains analyst coverage, we will not have any control over such analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, the share price would likely decline. If one or more of these analysts cease coverage of us or we or fail

 

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to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

The price of our Common Stock may decline and you could lose all or part of your investment as a result.

The trading price of our Common Shares is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your Common Shares at an attractive price due to a number of factors such as those listed in “— Risks Related to Our Business and Industry” and the following:

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results of operations that vary from the expectations of securities analysts and investors;

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results of operations that vary from our competitors;

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changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

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declines in the market prices of stocks generally;

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strategic actions by us or our competitors;

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announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

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announcements of estimates by third parties of actual or anticipated changes in the size of our customer base or the level of customer engagement;

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any significant change in our management;

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changes in general economic or market conditions or trends in our industry or markets;

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changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

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additional securities being sold or issued into the market by us or any of the existing shareholders or the anticipation of such sales, including if we issue shares to satisfy restricted stock unit related tax obligations or if existing shareholders sell shares into the market when applicable “lock-up” periods end;

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investor perceptions of the investment opportunity associated with our Common Stock relative to other investment alternatives;

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the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

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litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

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guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

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the development and sustainability of an active trading market for our Common Stock;

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actions by institutional or activist shareholders;

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developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies;

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changes in accounting standards, policies, guidelines, interpretations or principles; and

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other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

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These broad market and industry fluctuations may adversely affect the market price of our Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Common Stock is low. In the past, following periods of market volatility, shareholders have instituted securities class action litigation. If we are involved in securities litigation, it could

 

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have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

Because there are no current plans to pay cash dividends on our Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Common Stock at a price greater than what you paid for it.

We intends to retain future earnings, if any, for future operations, expansion and debt repayment, and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on our Common Stock will be at the sole discretion of our Board. Our Board may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by us to our shareholders or by our subsidiaries to us and such other factors as our Board may deem relevant. As a result, you may not receive any return on an investment in our Common Stock unless you sell your Common Stock for a price greater than that which you paid for it.

Our shareholders may experience dilution in the future.

The percentage of our Common Stock owned by current shareholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may grant to our directors, officers and employees, exercise of our warrants. Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our Common Stock.

Future sales, or the perception of future sales, by us or our shareholders in the public market could cause the market price for our Common Shares to decline.

The sale of our Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that it deems appropriate.

In connection with the Business Combination, former Eagle securityholders, who collectively own approximately 55.7% of New Eagle’s common stock following the Business Combination, have agreed with us, subject to certain exceptions, not to sell, transfer, hedge, or otherwise dispose of any shares of our common stock, or securities convertible into or exchangeable for our Common Stock, for a period of 180 days following the Closing.

In addition, the Common Stock reserved for future issuance under the New Eagle Equity Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares equal to 4,437,008 have been reserved for future issuance under the New Eagle Equity Plan. We expect to file one or more registration statements on Form S-8 under the Securities Act to register Common Stock or securities convertible into or exchangeable for Common Stock issued pursuant to the New Eagle Equity Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, we may also issue its securities in connection with investments or acquisitions. The amount of Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our shareholders.

Sales of our Common Shares, or the perception of such sales, pursuant to the registration statement of which this prospectus forms a part may have negative pressure on the public trading price of our Common Shares.

The Selling Securityholders will determine the timing, pricing and rate at which they sell the shares being registered for resale on the registration statement of which this prospectus forms a part into the public market.

 

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Significant sales of Common Stock pursuant to the registration statement of which this prospectus forms a part may have negative pressure on the public trading price of our Common Stock. The shares being registered for resale (which include shares issuable upon exercise of the Warrants) currently represent approximately 203.0% of the total number of shares outstanding, based on the number of Common Stock outstanding as of April 22, 2026. Also, even though the current trading price is significantly below the SVII’s initial public offering price, based on the closing price of our Common Stock on April 21, 2026, certain private investors may have an incentive to sell their shares, because they will still profit on sales due to the lower prices at which they purchased their shares as compared to the public investors.

On April 21, 2026, the closing price of the Common Shares was $10.60 per share. The initial public offering price of our units was $10.00 per unit, with each unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share.

While certain Selling Securityholders may experience a positive rate of return based on the current trading price of our Common Stock, public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price of our Common Stock. Based on the closing price of the Common Shares on April 21, 2026, which was $10.60 per share, and assuming the resale by the Selling Securityholders of all 30,688,995 shares of Common Stock being registered on the registration statement of which this prospectus forms a part, the Selling Securityholders could earn approximately $325.3 million in aggregate proceeds from the resale of such shares. The shares issued to Aurora Energy were issued at a price of $10.00 per share, however, shares issued to Alyeska were issued at a value of $0.11 per share. All SVII Founder Shares initially issued in connection with the IPO were purchased for an aggregate price of $25,000, or $0.004 per share, and, therefore, based on the closing price of the Common Shares on April 21, 2026, holders of such shares, including the Sponsor, NRA Investors and the SVII independent directors, would earn an aggregate profit of approximately $34.1 million from the resale of such shares. The shares issued to the SVII Vendor in satisfaction of fees earned in connection with the Business Combination were valued at $8.33 per share The 13,285,871 Common Shares held by our insiders and registered herein were received as Aggregate Merger Consideration at approximately $10.00 per share and are subject to the 180-day lock-up restrictions described herein. The 11,922,133 Common Shares issuable upon exercise of the Warrants will be issued at a price of $11.50 per share (in the case of the PIPE Warrants, at a price of $12.00 per share) and, therefore, based on the closing price of the Common Shares on April 21, 2026, such holders would not earn any profit from the resale of such shares. The shares of Common Stock issuable upon exercise of the Preferred Stock will be initially convertible at a price of $11.88, with such price being adjustable (as set forth in the Certificate of Designation) down to a floor price of $5.00.

The unaudited pro forma financial information included herein is not indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

There is no guarantee that the warrants will ever be in the money; they may expire worthless or the terms of warrants may be amended.

The exercise price for the warrants is $11.50 per ordinary share (or $12.00 per share with respect to the PIPE Warrants). There is no guarantee that the Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

In addition, our Public Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and SVII. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any other change. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least a majority of the then outstanding Public Warrants is unlimited, examples of such amendments could be

 

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amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares and their respective affiliates and associates have of ordinary shares purchasable upon exercise of a warrant.

Our Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.

Our Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that we find favorable for disputes with us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.

We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Common Shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

The future exercise of registration rights may adversely affect the market price of our Common Shares and sales of a substantial amount of our Common Stock after the Business Combination by current shareholders could cause the price of our Common Stock to fall

Pursuant to the terms of the Merger Agreement, we entered into the Registration Rights Agreement with the Sponsor and certain holders of Common Stock, and their permitted transferees, pursuant to which, among other things, (i) we agreed to file, within 30 days following the Closing Date, a registration statement covering

 

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the resale of certain shares of Common Stock and other equity securities of New Eagle, (ii) holders of Registrable Securities (as defined therein) were granted certain takedown, demand, block trade and piggyback registration rights with respect to their Registrable Securities, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Common Shares. Sales of a substantial number of common shares pursuant to a resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our ordinary shares.

We have filed and intend to maintain this registration statement to which this prospectus forms a part in order to facilitate registration of those sales. The registration of these securities will permit the public resale of such securities. Upon the effectiveness of this registration statement we are filing pursuant to the Registration Rights Agreement, these parties may sell large amounts of our Common Stock in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our Common Stock share price or putting significant downward pressure on the price of our Common Stock.

Sales of substantial amounts of our Common Stock in the public market after the Business Combination, or the perception that such sales will occur, could adversely affect the market price of Common Stock and make it difficult for us to raise funds through securities offerings in the future.

Future resales of our Common Shares may cause the market price of our securities to drop significantly, even if our business is doing well.

In connection with the Business Combination, certain former Eagle shareholders and certain of our officers and directors (the “Lock-Up Shareholders”) entered into a lock-up agreement pursuant to which they will be contractually restricted from selling or transferring any of (i) their Common Stock held immediately following the Closing and (ii) any of their Common Stock that result from converting securities held immediately following the Closing (the “Lock-Up Shares”). Such restrictions began at Closing and end 180 days after closing.

However, following the expiration of such lock-ups, the holders of Lock-Up Shares will not be restricted from selling our Common Stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock. Upon completion of the Business Combination, the holders of Lock-Up Shares will collectively beneficially own approximately 55.7% of the outstanding Common Stock.

The shares held by the Lock-Up Shareholders may be sold after the expiration of their applicable lock-up periods. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our Common Stock price or the market price of our Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Our Warrants may not be exercised at all or may be exercised on a cashless basis and we may not receive any cash proceeds from the exercise of the Warrants.

The exercise price of the Warrants may be higher than the prevailing market price of the underlying Common Stock. The exercise price of the Warrants is subject to market conditions and may not be advantageous if the prevailing market price of the underlying Common Stock is lower than the exercise price. The cash proceeds associated with the exercise of Warrants to purchase our Common Stock are contingent upon our stock price. The value of our Common Stock will fluctuate and may not align with the exercise price of the warrants at any given time. If the Warrants are “out of the money,” meaning the exercise price is higher than the market price of our Common Stock, there is a high likelihood that Warrant holders may choose not to exercise their Warrants. As a result, we may not receive any proceeds from the exercise of the Warrants.

 

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Furthermore, with regard to the Warrants, it is possible that we may not receive cash upon their exercise since the Warrants may be exercised on a cashless basis. A cashless exercise allows warrant holders to convert the warrants into shares of our Common Stock without the need for a cash payment. Instead of paying cash upon exercise, the Warrant holder would receive a reduced number of shares based on a predetermined formula. As a result, the number of shares issued through a cashless exercise will be lower than if the Warrants were exercised on a cash basis, which could impact the cash proceeds we receive from the exercise of such warrants.

The Warrants may only be exercised for cash provided there is then an effective registration statement registering the Common Stock issuable upon the exercise of such Warrants. If there is not a then-effective registration statement, then such warrants may be exercised on a “cashless basis,” pursuant to an available exemption from registration under the Securities Act.

We may from time to time need additional financing to fund operations and to expand our business, including to pursue acquisitions and other strategic opportunities.

As a result of the Business Combination and the PIPE Financing, we received net proceeds of approximately $31.6 million, net of transaction costs related to the Business Combination and the PIPE Financing of approximately $3.1 million.

We intend to fund our current working capital needs in the ordinary course of business and to continue to expand our business with our existing cash and cash equivalents. However, we may from time to time need additional financing to fund operations and to expand our business. We may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, from time to time, we may evaluate acquisitions and other strategic opportunities. If we elect to pursue any such investments, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof. There is no assurance that any such financing or funding would be available to us on acceptable terms or at all. Sales of securities registered under the registration statement to which this prospectus forms a part could lower the market price of our Common Stock and Warrants. We do not believe this would harm our chances of raising capital, but could affect the sale price and number of securities we need to issue.

There is no assurance that the holders of the Warrants will elect to exercise any or all of the Warrants, which could impact our liquidity position. 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. We believe the likelihood that 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 applicable exercise price of $11.50 (or $12.00 in the case of the PIPE Warrants), subject to adjustment as described herein, we believe such holders will be unlikely to exercise their Warrants.

 

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USE OF PROCEEDS

All of the Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. The Company will not receive any of the proceeds from these sales.

The Company will receive up to an aggregate of approximately $270.6 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. The Company expects to use the net proceeds from the exercise such warrants for other general corporate purposes. There is no assurance that the holders of the Warrants will elect to exercise any or all of such warrants. To the extent that warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of such warrants will decrease. We believe the likelihood that 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 applicable exercise price of $11.50 (or $12.00 in the case of the PIPE Warrants), subject to adjustment as described herein, we believe such holders will be unlikely to exercise their Warrants. See “Description of Capital Stock” for additional information regarding the warrants.

The Selling Securityholders will pay any underwriting fees, discounts and selling commissions incurred by such Selling Securityholders in disposing of their Common Stock. Pursuant to the Registration Rights Agreement, the Company will bear all other costs, fees and expenses incurred in effecting the registration of the Common Stock covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of counsel and independent registered public accountants.

 

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

The Company is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Transaction, other events contemplated by the Merger Agreement, and other transactions described below.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” ​(“Article 11 of Regulation S-X”). The unaudited pro forma condensed combined financial information presents the pro forma effects of the Mergers and other related transactions, which includes the PIPE Financing and the Oregon Acquisition by Eagle.

Basis of Presentation

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are described hereinbefore and are directly attributable to the Transaction and factually supportable.

The Oregon Acquisition will be accounted for as an asset acquisition, with no goodwill recorded, in accordance with GAAP as the acquired set of activities and assets did not meet the definition of a business under applicable accounting guidance. Under this method of accounting, Oregon Energy will be treated as a group of assets being acquired by Eagle for financial reporting purposes. Accordingly, for accounting purposes, the Oregon Acquisition will be treated as Eagle issuing shares for the net assets of Oregon Energy, with the consideration being allocated to the acquired assets based on their relative fair values.

The unaudited pro forma combined statement of operations for the twelve months ended November 30, 2025 combines the historical audited statement of operations of Eagle for the year ended November 30, 2025 with the historical unaudited statement of operations of Oregon Energy for the twelve months ended December 31, 2025, on a pro forma basis as if the Oregon Acquisition and the other related transactions occurred on December 1, 2024, the beginning of the earliest period presented. These periods are presented on the basis that Eagle is the acquirer for accounting purposes.

The twelve-month period of Oregon Energy’s historical statement of operations ended on December 31, 2025 is calculated by taking the audited statement of operations of Oregon Energy for the year ended June 30, 2025 and subtracting the unaudited statement of operations results of Oregon Energy for the six months ended December 31, 2024, and adding the unaudited statement of operations results of Oregon Energy for the six months ended December 31, 2025.

The unaudited pro forma combined statement of operations for the three months ended February 28, 2026 combines the historical unaudited statement of operations of New Eagle for the three months ended February 28, 2026 with the historical unaudited statement of operations of Oregon Energy for the three months ended December 31, 2025, on a pro forma basis as if the Oregon Acquisition, and the other related transactions occurred on December 1, 2024, the beginning of the earliest period presented. These periods are presented on the basis that Eagle is the acquirer for accounting purposes.

The pro forma adjustments reflecting the consummation of the Oregon Acquisition and other related transactions are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Oregon Acquisition and other related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Oregon

 

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Acquisition. The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Oregon Acquisition and other transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of New Eagle, Eagle and Oregon Energy.

Unaudited Pro Forma Condensed Combined Statement of Operations
for the three months ended February 28, 2026

Unaudited Pro Forma Condensed Combined Statement of Operations
for the twelve months ended November 30, 2025

 

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1.   Basis of Presentation

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are described hereinbefore and are directly attributable to the Transaction and factually supportable.

The Oregon Acquisition will be accounted for as an asset acquisition, with no goodwill recorded, in accordance with GAAP as the acquired set of activities and assets did not meet the definition of a business under applicable accounting guidance. Under this method of accounting, Oregon Energy will be treated as a group of assets being acquired by Eagle for financial reporting purposes. Accordingly, for accounting purposes, the Oregon Acquisition will be treated as Eagle issuing shares for the net assets of Oregon Energy, with the consideration being allocated to the acquired assets based on their relative fair values.

The unaudited pro forma combined statement of operations for the twelve months ended November 30, 2025 combines the historical audited statement of operations of Eagle for the year ended November 30, 2025 with the historical unaudited statement of operations of Oregon Energy for the twelve months ended December 31, 2025, on a pro forma basis as if the Oregon Acquisition and the other related transactions occurred on December 1, 2024, the beginning of the earliest period presented. These periods are presented on the basis that Eagle is the acquirer for accounting purposes.

The twelve-month period of Oregon Energy’s historical statement of operations ended on December 31, 2025 is calculated by taking the audited statement of operations of Oregon Energy for the year ended June 30, 2025 and subtracting the unaudited statement of operations results of Oregon Energy for the six months ended December 31, 2024, and adding the unaudited statement of operations results of Oregon Energy for the six months ended December 31, 2025.

The unaudited pro forma combined statement of operations for the three months ended February 28, 2026 combines the historical unaudited statement of operations of New Eagle for the three months ended February 28, 2026 with the historical unaudited statement of operations of Oregon Energy for the three months ended December 31, 2025, on a pro forma basis as if the Oregon Acquisition, and the other related transactions occurred on December 1, 2024, the beginning of the earliest period presented. These periods are presented on the basis that Eagle is the acquirer for accounting purposes.

The pro forma adjustments reflecting the consummation of the Oregon Acquisition and other related transactions are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transaction, the Oregon Acquisition, and other related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Oregon Acquisition. The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Oregon Acquisition, and other transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of Eagle and Oregon Energy.

Note 2.   Accounting Policies and Reclassifications

Management performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management did not identify any material differences related to the application of the accounting

 

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policies applied by Eagle and Oregon Energy that would require adjustments in the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

As part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align Oregon Energy’s financial statement presentation with that of Eagle.

Note 3.   Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Oregon Acquisition and other related transactions and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. Eagle, and Oregon Energy have not had any historical relationship prior to the Transaction, other than reimbursement of exploration expenses of Oregon Energy by Eagle pursuant to the Aurora Option Agreement. Accordingly, no pro forma adjustments were required to eliminate activities between the companies, other than the pro forma adjustment to eliminate other income in the unaudited pro forma condensed combined statement of operations for the three months ended February 28, 2026, and for the twelve months ended November 30, 2025 (see Note 1 for further details).

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of New Eagle Common Stock outstanding, assuming the Oregon Acquisition and other related transactions occurred on December 1, 2024.

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the three months ended February 28, 2026, and for the year ended November 30, 2025, are as follows:

1.

Represents the elimination of other income of $27,775 from the pro forma condensed combined statement of operations for the three months ended February 28, 2026, and $201,426 from the pro forma condensed combined statement of operations for the year ended November 30, 2025 which relates to reimbursement of exploration expenses of Oregon Energy by Eagle.

​

2.

Represents Eagle’s issuance of 29,700 Series A Cumulative Convertible Preferred Stock (which are convertible into 2,500,000 shares of New Eagle Common Stock), and 2,500,000 New Eagle PIPE Warrants, in relation to a $29,700,000 PIPE Financing from PIPE Investor, in relation to a PIPE Agreement entered into on July 30, 2025, as amended and restated on September 29, 2025, and closed concurrently with the Transaction. New Eagle PIPE Warrants issued are classified as liabilities due to certain terms of the Warrant failing the criteria for equity classification under ASC 480-10. The Series A Cumulative Convertible Preferred Stock, which is puttable at the option of the holder, is convertible into New Eagle Common Stock at a conversion ratio of 1-to-84.18. 12% Paid-in-kind dividends are accrued at $3,670,920 for the year ended November 30, 2025 to calculate the net loss attributable to shareholders, assuming a paid-in-kind election is made. 10% cash dividends are accrued at $801,725 for the three months ended February 28, 2026 to calculate the net loss attributable to shareholders, assuming a payment election is yet to be made as of February 28, 2026.

​

3.

Represents a cash bonus to the CEO, payable upon the completion of the Transaction. The adjustment is recognized as a decrease of $25,000 in Professional Fees in the pro forma condensed combined statement of operations for the three months ended February 28, 2026, and an increase of $25,000 in Professional Fees in the pro forma condensed combined statement of operations for the year ended November 30, 2025, to present the cash bonus in the earliest period to reflect the pro forma basis of all Transactions occurring on December 1, 2024.

​

 

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4.

A reclassification of $3,281 is made from office and administrative expense in the books of Oregon Energy to depreciation expense in the pro forma condensed combined statement of operations for the three months ended February 28, 2026 to align with the presentation of Eagle.

​

Note 4.   Net Loss per Share

Net loss per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Oregon Acquisition and other related transactions. As the Oregon Acquisition and other related transactions are being reflected as if they had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Oregon Acquisition and other related transactions have been outstanding for the entirety of all periods presented.

The unaudited pro forma condensed combined financial information has been prepared to the number of common stock outstanding at the time of the Oregon Transaction and related transactions, for the three months ended February 28, 2026 and for the year ended November 30, 2025:

Upon consummation of the Oregon Transaction and related transactions, the post-Closing share ownership will be:

 

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Note 5.   Oregon Energy Statement of Operations Reconciliation

For purposes of preparing Oregon Energy, presented in the pro forma condensed combined statement of operations for the twelve-months ended December 31, 2025, the historical audited statement of operations for the year ended June 30, 2025 of Oregon Energy was adjusted by deducting Oregon Energy’s unaudited statement of operations for the six months ended December 31, 2024, and adding the unaudited results of Oregon Energy for the six months ended December 31, 2025.

For alignment of the financial statement presentation with that of Eagle, the financial statement line item “General and administration costs” in the historical statements of operations are re-labelled as “office and administrative” in the pro forma condensed combined statement of operations.

The following presents a reconciliation of Oregon Energy’s statement of operations for the twelve months ended December 31, 2025, and the three months ended December 31, 2025:

 

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MARKET INFORMATION FOR CLASS A ORDINARY SHARES AND DIVIDEND POLICY

Market Information

Our Common Stock and our Public Warrants are listed on the Nasdaq Capital Market under the symbols “NUCL” and “NUCLW,” respectively. As of April 22, 2026, there were 318 holders of record of our Common Stock and 1 holder of record of our Public Warrants.

Dividend Policy

We have not paid any cash dividends on our Common Stock to date. The payment of cash dividends by us in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our Board.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NEW EAGLE

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of Eagle Nuclear Energy Corp.’s (the “Company” or “New Eagle”) consolidated results of operations and financial condition. The discussion should be read together with New Eagle’s unaudited financial statements for the three months ended February 28, 2026 and 2025, and the related notes. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. New Eagle’s actual results may differ materially from those anticipated in these forward-looking statements.

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of New Eagle” to “we,” “our,” “New Eagle”, or “the Company” refer to the business and operations of Eagle Energy prior to the Business Combination and to Eagle Nuclear Energy Corp. following the consummation of the Business Combination on February 24, 2026. References to “Eagle Energy”, refer to Eagle Energy Metals Corp. before the Business Combination. All figures are in US dollars unless otherwise noted. Unless the context otherwise requires.

Company Overview

Eagle Nuclear Energy Corp. was incorporated on December 19, 2025, under the laws of the state of Nevada. The Company is a next-generation nuclear energy company that seeks to combine domestic uranium exploration and development with proprietary small modular reactor (“SMR”) technology, with the intent of establishing a vertically integrated business model, combining uranium exploration, extraction, and production with the design and development of modular nuclear reactors intended to supply reliable power for industrial use and electricity grids. Through this approach, the Company aims to support energy security and meet growing demand for clean and scalable nuclear power solutions.

The Company’s corporate office and mailing address are located at 5470 Kietzke Lane, Suite 300, Reno, NV 89511 and the Company’s phone number is 775-335-2029. The Company’s website address is https://eaglenuclear.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this Quarterly Report.

The Company has not yet commenced its principal operations as of February 28, 2026.

Through the acquisition of Oregon Energy LLC (“Oregon Energy”) on February 24, 2026, the Company currently owns mining claims to explore and extract uranium (Aurora Uranium Project (“AUP”)) located in Malheur County, Oregon, approximately 16 kilometers northwest of McDermitt, Nevada. As of February 28, 2026, the Company holds 263 unpatented lode mining claims and 71 unpatented placer mining claims in the AUP, along with 27 unpatented placer mining claims in Humboldt County, Nevada. These claims collectively cover an area of approximately 43 square kilometers.

Company Formation and Reverse Recapitalization

The Company was incorporated as a subsidiary of Spring Valley Acquisition Corp. II (“SVII”), a special purpose acquisition corporation incorporated in the Cayman Islands, for the purpose of completing a reverse acquisition between Eagle Energy Metals Corp. (“Eagle Energy”) and SVII, pursuant to an agreement and plan of merger (“BCA”) entered into on July 30, 2025 and as amended on September 29, 2025. On February 24, 2026, the Company, Eagle Energy, and SVII completed the reverse acquisition transaction. The transaction is also referred to as the “de-SPAC” transaction. Each of Eagle Energy and SVII became a subsidiary of the Company as part of the de-SPAC transaction. Eagle Energy is deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the unaudited condensed consolidated interim financial statements at their historical carrying values. The Company’s operations are considered to be a continuance of the business and operations of Eagle Energy, with the Company’s operations being included beginning on February 24, 2026, the closing date of the de-SPAC transaction.

Under the BCA, former shareholders of nonredeemable common stock of Eagle Energy received 18,888,289 shares of common stock in the Company, representing a consolidation on a 5.8349:1 basis. The former shareholder of redeemable common stock of Eagle Energy received 2,750,000 shares of common stock in the Company, representing a consolidation on a 5.8:1 basis. Former shareholders of SVII received

 

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3,630,051 shares of common stock in the Company, representing a one-for-one exchange of shares of Class A and Class B common stock of SVII. The Company also issued 2,299,982 shares of common stock to holders of 23,000,000 rights of SVII, which were converted into shares of SVII on a 10:1 basis upon the consummation of a business combination by SVII. A total of 5,930,033 shares of common stock are retained by former shareholders of SVII. A further 300,000 shares of common stock was issued to a service provider in consideration for transaction costs associated with the de-SPAC transaction. The common stock and public warrants of the Company began trading on Nasdaq under the ticker symbols of “NUCL” and “NUCLW,” respectively, on February 25, 2026.

Recent Developments

PIPE Financing

Concurrently with the completion of the de-SPAC transaction, the Company also completed a PIPE Financing and raised $29,700,000, in exchange for the issuance of 29,700 shares of Series A Cumulative Convertible Preferred Stock, which are initially convertible into common stock on a 1-to-84.18 basis, and 2,500,000 PIPE warrants. The Series A Cumulative Convertible Preferred Stock have an initial stated value of $1,000 per share, are redeemable at the option of the holder beginning February 24, 2031, and accrues dividends at 12% annually (if paid in kind), or 10% annually (if paid in cash).

Acquisition of Oregon Energy

Eagle Energy, a subsidiary of the Company, previously entered into a property option agreement with Aurora Energy Metals Ltd. (“Aurora”) (the “Aurora Option Agreement”) on November 18, 2024 for a property option agreement over Oregon Energy, and paid an aggregate of $1,000,000 in option and extension payments (for extension options triggered on May 18, 2025 and November 18, 2025), as well as $219,545 in reimbursements of mining expenditures of Oregon Energy, pursuant to the terms of the Aurora Option Agreement, which Eagle Energy was committed to reimburse up to $500,000 of exploration expenditures of Oregon Energy due to the triggering of the extension options.

On November 26, 2025, Eagle Energy, Aurora Energy, and Oregon Energy executed a First Amendment to the Property Option Agreement. The amendment (i) revised the second extension to complete a Listing Event from a six month period (deadline of May 18, 2026) to a 225 day period (deadline of July 2, 2026), and (ii) provides that the Resource Payment provisions under which Aurora Energy may be entitled to additional payment shares as mentioned hereinafter are amended such that the determination is made following the next newly prepared SK1300 mineral resource update published by the Company.

On February 24, 2026, immediately before the completion of the de-SPAC transaction, Eagle Energy, Aurora Energy, and Oregon Energy executed a Second Amendment to the Property Option Agreement. The amendment (i) confirmed the number of Aurora Option Payment Shares to be issued, (ii) set the deadline for grant of NSR to Aurora Energy to be on or before 10 business days after the closing date, and (iii) clarified certain terms and conditions of the Aurora Option Agreement, including terms related to the Resource Payment and the Pre-Feasibility Bonus (as hereinafter defined) are intended to survive closing until those covenants have been fully performed.

On February 24, 2026, the Company issued 1,710,991 shares of common stock to Aurora Energy for the acquisition of 100% interest in Oregon Energy, upon the completion of the de-SPAC transaction. The number of shares issued was calculated based on a “listing payment” of $16,000,000, upward adjusted for 50% of the increase in uranium spot price between November 18, 2024 and February 24, 2026, to $17,109,910. The number of shares issued, being 1,710,991 shares, was based on the deemed transaction price of $10 per share in the BCA, as the Company’s listing event that triggered the exercise of the option to acquire Oregon Energy was a reverse acquisition transaction.

Aurora Energy may be entitled to additional payment shares (the “Resource Payment”). If the Company identifies a measured and/or indicated mineral resource, in its next newly prepared SK1300 mineral resources update, of at least 40 million pounds of U3O8, Aurora Energy will be entitled to receive $4,000,000 in Resource Payment. Each additional 1,000,000 pounds of U3O8 above 40 million pounds will further increase the total value of the Resource Payment by $200,000, up to a maximum of $1,000,000, resulting in an overall maximum

 

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of $5,000,000 of Resource Payment. The number of shares issuable for a Resource Payment is calculated based on the 30-day volume-weighted average trading price (“VWAP”) of the Company’s shares for the 30 trading days prior to the date of the announcement of the SK1300 mineral resource update.

Further, upon completion of a positive pre-feasibility study on the project following the listing of the Company on Nasdaq, the Company will issue to Aurora Energy additional payment shares (the “Pre-Feasibility Bonus”) with a value of $5,000,000, determined by the 30-day VWAP of the Company’s shares during the 30 days prior to the announcement of the pre-feasibility study.

Under the terms of the Aurora Option Agreement, Aurora Energy retained a 1.0% net smelter return (“NSR”) royalty on the mineral rights, which constitutes a perpetual interest in the underlying assets. Certain contingent and deferred consideration obligations (including resource-based and pre-feasibility milestone payments) remain outstanding and will be recognized when probable. The Company has a right to repurchase one-half of the NSR for $1,000,000; or the entire NSR for $2,000,000; and has a right of first refusal of any proposed sale by Aurora Energy of all or part of the NSR.

In 2025, Eagle Energy, a subsidiary of the Company, engaged BBA USA Inc, to complete a S-K 1300 Technical Report Summary on the AUP (the “S-K 1300 AUP TRS”). BBA USA Inc completed the S-K 1300 AUP TRS which is entitled S-K 1300 Technical Report Summary Mineral Resources Estimate for the Aurora Uranium Project; Report Date: August 8, 2025. The report was filed with the Securities and Exchange Commission on September 30, 2025, as an exhibit to a Form S-4 of the Company.

Results of Operations — For the Three Months Ended February 28, 2026 and 2025 (unaudited):

During the three months ended February 28, 2026, we incurred a net loss of $1,471,882 compared to a net loss of $666,995 for the three months ended February 28, 2025. An analysis of the increase in net loss of $804,887 including the major components of our results for the periods, is below.

 

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Business development

Business development expenses for the three months ended February 28, 2026, was $80,450, an increase of $80,450 compared to $Nil for the three months ended February 28, 2025. This increase is primarily driven by the Company’s engagement of external business development firms as part of its efforts to complete its go public transaction, which did not occur in the prior period.

Exploration expenses

Exploration expenses for the three months ended February 28, 2026, was $227,501, an increase of $220,196 compared to $7,305 for the three months ended February 28, 2025. The increase is primarily driven by activities undertaken by the Company on mineral rights assessments and other related work in connection with the Aurora Uranium Project, in preparation for the commencement of a new exploration program.

Office and administrative

Office and administrative expenses for the three months ended February 28, 2026, were $404,676, an increase of $373,946 compared to $30,730 for the three months ended February 28, 2025. This increase is primarily driven by expanded operations. This includes a $231,116 increase in marketing expenses incurred by the Company for various advertising and promotional activities in connection with the Company’s recent listing, an $67,089 increase in various recruitment, website, telecommunication, and other office expenses, and an increase of approximately $50,000 in expenses incurred for Nasdaq entry and listing fees.

Professional fees

Professional fees for the three months ended February 28, 2026, were $458,920, a decrease of $43,993 compared to $502,913 for the three months ended February 28, 2025. This decrease is primarily driven by a number of expenditures in legal and accounting fees being classified as transaction costs for the de-SPAC transaction of the Company and offset against additional paid-in capital.

Rent expense

Rent expense for the three months ended February 28, 2026, was $72,742, an increase of $46,282 compared to $26,460 for the three months ended February 28, 2025. This increase is primarily driven by two new leases for new offices in Vancouver commencing November 2025 and New York commencing January 2026.

Investor relations

Investor relations for the three months February 28, 2026, was $89,821, an increase of $89,821 compared to $Nil for the three months ended February 28, 2025. This increase is primarily driven by the Company’s engagement of an external investor relations firm as part of its efforts to go public, which did not occur in the prior period.

Salaries and wages

Salaries and wages for the three months February 28, 2026, was $57,941, an increase of $57,941 compared to $Nil for the three months ended February 28, 2025. This increase is mainly due to the hiring of a full-time Head of Licensing in November 2025.

Licensing fee expense

Licensing fee expense for the three months February 28, 2026, was $13,646, an increase of $13,646 compared to $Nil for the three months ended February 28, 2025. This increase is due to the Company’s entrance into a patent license agreement with UNM Rainforest Innovations in June 2025.

Travel and entertainment

Travel and entertainment expense for the three months ended February 28, 2026, was $51,462, a decrease of $47,384 compared to $98,846 for the three months ended February 28, 2025. This decrease is mainly driven by reduced travel in the current period compared to the prior quarter.

 

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Liquidity and Capital Resources

We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of February 28, 2026, we had a working capital of $30,703,239 (current assets of $31,502,013, less current liabilities of $798,774). As of November 30, 2025, we had a working capital of $621,306 (current assets of $1,464,825, less current liabilities of $843,519).

Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.

Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. While the Company had a positive working capital as at February 28, 2026, the Company expects to expend significant portion of its assets to fund ongoing operations and planned exploration activities, and is currently pre-revenue. Management assessed the Company currently has cash resources that could sustain operations for the next 24 months, as a result of recently completed financings.

As of February 28, 2026, we had $31,433,782 in cash, including restricted cash. We are actively managing current cash flows until such time that we are profitable.

The chart below highlights our cash flows for the period indicated:

Cash Used in Operating Activities

Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business. During the three months ended February 28, 2026, net cash used in operating activities was $1,569,303. The loss for the three months ended February 28, 2026 of $1,471,882 was increased by the changes in operating working capital of $134,262 and partially offset by $36,841 in non-cash items consisting mainly of non-cash lease adjustment.

Net cash used in operating activities for the three months ended February 28, 2025, was $785,897. Operating expenses resulted in a net loss of $666,995 for the period, which is increased by changes in working capital items increased cash usage by $134,152. The operating cash outflow is partially offset by $15,250 in non-cash adjustments for consulting fees settled by shares.

Cash Used in Investing Activities

During the three months ended February 28, 2026, net cash provided by investing activities totaled $69,348, primarily related to the $141,262 cash assumed by the acquisition of Oregon Energy. This was partially offset by net cash used for the purchase of property, plant and equipment, intangible assets, and investments in mineral rights, totaling $71,914.

Net cash used in investing activities for the three months ended February 28, 2025, was $300,000 and relates to the initial option payment for the Aurora Option Agreement.

 

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Cash Provided by Financing Activities

We have funded our business to date from the issuance of our common stock through private placements, and assumption of cash from SVII through the reverse acquisition transaction undertaken in our process of going public.

During the three months ended February 28, 2026, net cash provided by financing activities totaled $31,639,457, primarily related to the proceeds from PIPE financing through the issuance of cumulative convertible preferred shares of $29,700,000 and $1,939,457 in cash assumed upon the reverse recapitalization transaction as mentioned above.

Net cash provided by financing activities for the three months ended February 28, 2025, was $2,423,557. The Company received proceeds from the issuance of common shares of $1,073,087 and proceeds from pending issuance of common shares of $1,350,470.

Related party transaction

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.

During the three months ended February 28, 2026, the Company incurred $45,000 (for the three months ended February 28, 2025 — $45,000) in fees to the Chief Executive Officer (the “CEO”) of the Company, and $25,000 of bonus to the CEO (for the three months ended February 28, 2025 — $Nil) payable upon completion of the de-SPAC transaction (Note 4). As of February 28, 2026, $15,000 of CEO fees (November 30, 2025 — $15,000), $25,000 of bonus (November 30, 2025 — $Nil) and $Nil in expense reimbursements (November 30, 2025 — $Nil) were included in due to related parties.

During the three months ended February 28, 2026, the Company incurred $32,250 (for the three months ended February 28, 2025 — $Nil) in fees with a company controlled by the Chief Financial Officer (the “CFO”) of the Company. As of February 28, 2026, $10,750 of CFO fees (November 30, 2025 — $10,750) were included in due to related parties.

During the three months ended February 28, 2026, the Company incurred $Nil (for the three months ended February 28, 2025 — $45,000) in fees with a company controlled by the former Chief Financial Officer (the “former CFO”) of the Company. As of February 28, 2026, $Nil of former CFO fees (November 30, 2025 — $15,000) and $Nil in expense reimbursements (November 30, 2025 — $Nil) were included in due to related parties.

During the three months ended February 28, 2026, the Company incurred $45,000 (for the three months ended February 28, 2025 — $45,000) of consulting fees with a company controlled by a former director of the Company, prior to the former director’s cessation upon the de-SPAC transaction. As of February 28, 2026, $Nil (November 30, 2025 — $22,500) of consulting fees and $Nil (November 30, 2025 — $7,971) in expense reimbursements were included in due to related parties. As of February 28, 2026, $30,000 (November 30, 2025 — $Nil) of such consulting fees were included in accounts payable and accrued liabilities.

During the three months ended February 28, 2026, the Company incurred $75,000 (for the three months ended February 28, 2025 — $121,250) of consulting fees with a company (for the three months ended February 28, 2025 — two companies) controlled by a stockholder of the Company. As of February 28, 2026, $Nil (November 30, 2025 — $232,000) of consulting fees and $15,044 (November 30, 2025 — $6,112) in expense reimbursements were included in due to related parties.

Additionally, there were two stockholders, who held over 5% of the Company’s common stock during the three months ended February 28, 2025, that provided consulting services to the Company. The two stockholders no longer hold over 5% of the Company’s common stock during the three months ended February 28, 2026. During the three months ended February 28, 2026, the Company incurred $Nil (for the three months ended February 28, 2025 — $45,000) and $Nil (for the three months ended February 28, 2025 — $45,250) of consulting fees with these two stockholders. As of February 28, 2026, $Nil (November 30,

 

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2025 — $44,819) and $Nil (November 30, 2025 — $46,250), respectively, in consulting fees to these two stockholders were included in due to related parties.

As of February 28, 2026, $Nil (November 30, 2025 — $128,064) was included in due to related parties for amounts relating to expense reimbursements due to corporations over which stockholders of the Company exercise significant influence.

As of February 28, 2026, $Nil (November 30, 2025 — $12,865) was included in due to related parties for amounts relating to expense reimbursements due to a stockholder.

Commitments and Contingencies

On January 1, 2024, the Company entered into a consulting agreement with the CEO of the Company. Pursuant to the agreement, the CEO is eligible to receive a one-time cash payment of $25,000 upon completion of an initial public offering. In connection with the completion of the de-SPAC transaction (Note 4), this condition was satisfied, and accordingly, the $25,000 payment became payable and was accrued as of February 28, 2026. Following the de-SPAC transaction, the CEO is expected to enter into an executive employment agreement with the Company, which is currently subject to approval by the board of directors. Pursuant to the new executive employment agreement, if approved by the board of directors, the CEO will be entitled to receive $50,000 of cash bonus payable upon the commencement of the Company’s technical work program at the AUP, 183,333 RSUs pursuant to the EIP, and additional equity awards consisting of a mix of stock options and RSUs totaling 1,000,000 shares, with allocations to be determined by the Company’s board of directors.

On June 1, 2024, the Company began leasing office space on a month-to-month basis from an unrelated third party under an operating lease agreement. The monthly payments approximate $7,500 (CAD$10,500) and ancillary expenses. During the three months ended February 28, 2026, rent expense under this agreement totaled $22,678 (for the three months ended February 28, 2025 — $26,460).

On October 15, 2025, the Company entered into a consulting agreement with the CFO of the Company. Pursuant to the agreement, the Company will use commercially reasonable efforts to issue 90,000 stock options to the CFO upon completion of listing on Nasdaq.

On October 16, 2025, the Company entered into an operating lease agreement from an unrelated third party for the office space in New York for 62 months, which commenced on January 1, 2026. The monthly payments approximate $14,457 and ancillary expenses. During the period ended February 28, 2026, rent expense under this agreement totaled $28,447 (February 28, 2025 — $Nil).

On November 3, 2025, the Company entered into an operating lease agreement from an unrelated third party for the office space in Vancouver for 2 years. The monthly payments approximate $4,211 (CAD $5,787) and ancillary expenses. During the period February 28, 2026, rent expense under this agreement totaled $11,312 (February 28, 2025 — $Nil).

Capital Management

Capital is comprised of our stockholders’ equity and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to execute our exploration and operational plans towards the development of the AUP and capabilities for the SMR business, to maintain creditworthiness and to maximize returns for our stockholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. We manage capital structure to maximize financial flexibility by adjusting in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We do not presently utilize any quantitative measures to monitor our capital, but rather we rely on our management’s expertise to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.

 

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There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated interim financial statements are prepared in accordance with generally accepted accounting principles in the U.S. The preparation of our unaudited condensed consolidated interim financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our unaudited condensed consolidated interim financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

Our summary of significant accounting policies is described in more detail in the notes to our unaudited condensed consolidated interim financial statements. Please refer to Note 3.

Off-Balance Sheet Arrangements

We have not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.

Proposed Transactions

We have not entered into any proposed transactions that have not been disclosed herein.

Subsequent Events

The Company evaluated all events and transactions occurring subsequent to February 28, 2026, through the date the unaudited condensed consolidated interim financial statements were issued, for items requiring adjustment to or disclosure in the accompanying unaudited condensed consolidated interim financial statements and notes to the unaudited condensed consolidated interim financial statements. The Company noted no such events or transactions other than those described below.

On March 19, 2026, the Company filed registration statement on Form S-1, which was subsequently amended on April 9, 2026. The registration statement relates to (i) a primary offering of up to 23,422,133 shares of common stock issuable upon the exercise of warrants and up to 5,940,000 shares of common stock issuable upon the conversion of Series A Cumulative Convertible Preferred Stock; and (ii) a secondary offering of up to 30,688,995 shares of common stock and up to 11,922,133 warrants that may be offered for resale from time to time by the selling securityholders named in the registration statement, pursuant to the Company’s registration rights obligations under the registration rights agreement entered into with certain stockholders of the Company in connection with the completion of the de-SPAC transaction.

On March 28, 2026, the board of directors of the Company approved the increase of size of the board of directors to seven. The board of directors of the Company also approved the appointment of Mark Mukhija, CEO of the Company, as the chairman of the board of directors.

On April 6, 2026, the board of directors approved the appointment of Kuljit Basi as a director of the Company.

Emerging Growth Company Status

The Jumpstart Our Business Startups (“JOBS”) Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that

 

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have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, and our financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates. However, we may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which the market value of the shares of Common Stock that are held by non-affiliates exceeds $700 million as of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2027.

Further, even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may be more volatile.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF OREGON ENERGY

The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements for the three and six months ended December 31 2025, and related notes which have been prepared in accordance with US GAAP. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this prospectus. All figures are in US dollars unless otherwise noted. Unless the context otherwise requires, for the purposes of this section, “Oregon Energy”, “we”, “us”, “our”, or the “Company” refer to Oregon Energy LLC.

Company Overview

The Company is a limited liability company (“LLC”) formed on March 19, 2010 under the laws of the state of Oregon. The Company is engaged in uranium exploration, with operations registered in the states of Colorado and Nevada on October 14, 2010, and Utah on April 18, 2011 to facilitate its business activities.

The Company is member-managed, with Aurora Energy Metals Limited (“Aurora”, formerly Aurora Uranium Limited and EVE Investments Limited), a publicly listed company on the Australian Securities Exchange (ASX:1AE), holding 100% of the membership interest. The 100% interest was originally held by Amaroo Resources Limited, a subsidiary of Aurora, and was transferred to Aurora on March 13, 2015 as a result of a corporate reorganization of Aurora. No consideration was transferred and there was no financial impact on the Company as a result of the reorganization. The Company is classified as a corporation for U.S. tax purposes but remains an LLC under Oregon state law.

On November 18, 2024, Aurora and the Company entered into a property option agreement with Eagle Energy Metals Inc. (“Eagle”). Under the agreement, Eagle is granted an exclusive option to acquire 100% of the membership interests in the Company, subject to certain conditions including the payment of cash option fees. Pursuant to the agreement, Eagle paid $300,000 to Aurora as an option payment on December 18, 2024. The exercise of the option is subject to further conditions, including the completion of a listing on a US exchange and the completion of specified technical and financing milestones, such as making a filing in accordance with S-K 1300. The initial option period is six months, with the right to extend for up to two further six-month periods upon additional payments and expenditure commitments.

On May 18, 2025, Eagle exercised its right to the first six-month extension and made an additional payment of $300,000 to Aurora pursuant to the property option agreement. On November 18, 2025, Eagle exercised its right to the second six-month extension and made an additional payment of $400,000 to Aurora. As part of the extensions, Eagle is also obligated to reimburse the Company for expenses of the mining operation of the AUP amounting to up to $500,000. For the six months ended December 31, 2025, Eagle has reimbursed the Company $117,869 resulting in a cumulative reimbursement total of $201,426 as of December 31, 2025. Eagle may be subject to additional obligations upon the exercise of further extensions.

On November 26, 2025, Aurora, Eagle, and the Company executed a first amendment to the property option agreement. The amendment (i) revised the second extension period from six-months (deadline of May 18, 2026) to a 225 day period (deadline of July 2, 2026), and (ii) provides that the Resource Payment provisions under which Aurora may be entitled to additional payment shares as mentioned above are amended such that the determination is made following the next newly prepared SK1300 mineral resource update published by Eagle.

Mineral Rights

In 2010, we acquired mining claims to explore and extract uranium and other valuable minerals in certain uranium properties (Aurora Uranium Project (“AUP”)), located in Malheur County, Oregon, approximately 16 kilometers northwest of McDermitt, Nevada. As of December 31, 2025, the Company holds 263 unpatented lode mining claims and 71 unpatented placer mining claims in the AUP along with 27 unpatented placer mining claims in Humboldt County, Nevada. As of June 30, 2025, the Company held

 

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263 unpatented lode mining claims and 71 unpatented placer mining claims in the AUP along with 31 unpatented placer mining claims in Humboldt County, Nevada. These claims collectively cover an area of approximately 43 square kilometers.

On July 14, 2010, we completed the acquisition of certain mineral rights located in Malheur County, Oregon at a total purchase price of $2,000,000. The transaction was executed through a Quitclaim Deed, with the Company receiving the mining claims without any warranties regarding title, mineral reserves, or environmental conditions. Certain acquired claims remained subject to a 1.5% Net Smelter Royalty (NSR) payable to a third party. In accordance with the agreement, we assumed all reclamation, bonding, environmental, and regulatory obligations related to the properties.

In accordance with Accounting Standards Codification (“ASC”) 930, “Extractive Activities — Mining”, the initial acquisition costs of $2,000,000 were capitalized as mineral rights. As of June 30, 2016, the carrying value was fully impaired.

During the six months ended December 31, 2025, the Company paid annual maintenance fees on mining claims amounting to $75,368 (six months ended December 31, 2024 — $76,227). Such annual maintenance fees are included in exploration and evaluation expenses in the accompanying unaudited condensed statements of operations in the periods that they are incurred.

As of December 31, 2025, future annual maintenance payments of approximately $72,200 will be required to maintain these mineral rights.

In 2025, Eagle engaged BBA USA Inc, to complete a S-K 1300 Technical Report Summary on the AUP (the “S-K 1300 AUP TRS”). BBA USA Inc completed the S-K 1300 AUP TRS which is entitled S-K 1300 Technical Report Summary Mineral Resources Estimate for the Aurora Uranium Project; Report Date: August 8, 2025. The report was filed with the Securities and Exchange Commission on September 30, 2025, as an exhibit to a Form S-4 for which Eagle is a co-registrant of.

Selected Quarterly Financial Information

The following table sets out selected quarterly financial information for our Company, which has been prepared in accordance with US GAAP:

Results of Operations for the three months ended December 31, 2025 (Unaudited)

The net loss for the three months ended December 31, 2025, was $17,443, an increase of $1,900 compared to the net loss of $15,543 for the three months ended December 31, 2024. The change in net loss was driven by an increase in exploration and evaluation expenses of $30,435, partially offset by the reimbursement of $27,775 from Eagle, which was recognized in other income for the three months ended December 31, 2025, compared to no such reimbursement in the same period of the prior year.

 

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Exploration and evaluation expenses for the three months ended December 31, 2025, were $37,007, an increase of $30,435 compared to the three months ended December 31, 2024, which were $6,572. The change is primarily due to an increase in consulting fees in exploration and evaluation activities compared to the same period in the prior year.

General and administrative expenses for the three months ended December 31, 2025, were $8,211, a decrease of $760 compared to the three months ended December 31, 2024, which were $8,971. The change is primarily due to a decrease in insurance expenses, which was partially offset by an increase in professional fees in general and administrative expenses activities compared to the same period in the prior year.

The Company’s member, who is considered a related party under ASC 850, “Related Party Disclosures,” has provided financial support by funding operational expenses and making cash contributions. These contributions were made without any interest, or repayment terms and have been classified as member’s capital.

During the three months ended December 31, 2025, the Company incurred consulting fees of $4,293, recorded as exploration and evaluation expenditures, to Mitchell River Group, a company affiliated with a director of the Company’s member. These fees relate to salary recharges for administrative support services rendered to the Company.

Results of Operations for the six months ended December 31, 2025 (Unaudited)

The net income for the six months ended December 31, 2025, was $14,946, an increase of $80,951 compared to the net loss from the six months ended December 31, 2024, which was $66,005. The change in net loss is driven by the reimbursement of $117,869 made by Eagle recognized in other income for the six months ended December 31, 2025 compared to no such reimbursement in the same period of the prior year.

Exploration and evaluation expenses for the six months ended December 31, 2025, were $86,575, an increase of $38,210 compared to the six months ended December 31, 2024, which were $48,365. The change is primarily due to increases in consulting and occupancy expenses, which was partially offset by a decrease in salaries and wages in exploration and evaluation activities compared to the same period in the prior year.

General and administrative expenses for the six months ended December 31, 2025, were $16,348, a decrease of $1,292 compared to the six months ended December 31, 2024, which were $17,640. The change is primarily due to a decrease in insurance expenses, which was partially offset by an increase in office expenses in general and administrative expenses activities compared to the same period in the prior year.

The Company’s member, who is considered a related party under ASC 850, “Related Party Disclosures,” has provided financial support by funding operational expenses and making cash contributions. These contributions were made without any interest, or repayment terms and have been classified as member’s capital.

During the six months ended December 31, 2025, the Company incurred consulting fees of $10,707, recorded as exploration and evaluation expenditures, to Mitchell River Group, a company affiliated with a director of the Company’s member. These fees relate to salary recharges for administrative support services rendered to the Company.

During the six months ended December 31, 2025 and 2024, capital contributions by Aurora, being sole member of the Company, were made amounting to $3,141 and $110,768, respectively. As of December 31, 2025 and December 31, 2024, the total member’s capital contributions amount to $13,876,079 and $13,833,842, respectively.

Liquidity and Capital Resources

We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to consider changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of December 31, 2025, we had a working capital of $56,623 (current assets of $58,191, less

 

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current liabilities of $1,568) and as of June 30, 2025, we had a working capital of $31,977 (current assets of $39,092, less current liabilities of $7,115).

Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.

Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. We do not anticipate that cash on hand will be adequate to satisfy our obligations in the ordinary course of business over the next 12 months. Based on this assessment, we have material uncertainties about our business that may cast substantial doubt about our ability to continue as a going concern. Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations. See further discussion related to our ability to continue as a going concern within Note 2 in the unaudited condensed financial statements for the three and six months ended December 31, 2025 and 2024.

As of December 31, 2025 and June 30, 2025, the Company had $1,733 and $16,731 in cash, respectively. The Company is actively managing current cash flows until such time that it is profitable.

The chart below highlights cash flows for the periods indicated (unaudited):