SCHEDULE: Blue Bird Capital Discloses 20.88% Stake in Eagle Nuclear

Blue Bird Capital Enterprises LLC has filed a Schedule 13D, revealing a 20.88% beneficial ownership stake in Eagle Nuclear Energy Corp. following a recent business combination.

Summary

• Blue Bird Capital Enterprises LLC (the "Reporting Person") now beneficially owns 6,175,031 shares of Common Stock in Eagle Nuclear Energy Corp. (the "Issuer").
• This represents 20.88% of the Issuer's outstanding Common Stock, based on 29,580,033 shares reported by the Issuer on March 2, 2026.
• The shares were acquired as part of a Business Combination that closed on February 24, 2026, involving Spring Valley Acquisition Corp. II, the Issuer, and Eagle Energy Metals Corp.
• The Reporting Person was an Eagle stockholder and received these shares as merger consideration.
• Blue Bird Capital is also entitled to receive 556,383 Earn Out Shares if the Common Stock's VWAP reaches $16.00 for 20 trading days within a 30-day period post-closing, within five years.
• The Reporting Person has entered into a 180-day lock-up agreement on its shares and a Registration Rights Agreement with the Issuer.
• The purpose of the investment is for general investment purposes, with the Reporting Person reserving the right to influence governance, management, and strategic plans.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it indicates a significant, long-term investment by Blue Bird Capital Enterprises LLC, suggesting confidence in Eagle Nuclear Energy Corp.'s future, potentially leading to active engagement and value creation.

Positives

• Significant ownership stake (20.88%) by Blue Bird Capital Enterprises LLC, indicating strong conviction in Eagle Nuclear Energy Corp.
• Potential for additional Earn Out Shares (556,383 shares) if Eagle Nuclear Energy Corp.'s stock price reaches the $16.00 target within five years.
• The Reporting Person's manager, Justus Parmar, also serves as a consultant to the Issuer, suggesting alignment and potential for active engagement.

Negatives

• The Reporting Person is subject to a 180-day lock-up period, restricting immediate liquidity for a significant portion of the shares.
• The issuance of Earn Out Shares is contingent on a specific stock price target ($16.00 VWAP), which may not be met.

Risks

• Failure to meet the Earnout Target of $16.00 VWAP within five years would result in the forfeiture of 1,500,000 Earn Out Shares (556,383 for the Reporting Person).
• The Reporting Person reserves the right to influence governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future of the Issuer, which could lead to changes in company direction.

Future Outlook

The Reporting Person holds the securities for general investment purposes and intends to review its investment on a continuing basis. It reserves the right to formulate future plans or proposals that may relate to or result in transactions concerning the Issuer's governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future.

Management Comments

• "The Reporting Person holds the securities of the Issuer for general investment purposes."
• "The Reporting Person intends to review its investment in the Issuer on a continuing basis and may take from time to time and at any time in the future... such actions as it deems appropriate."
• "The Reporting Person reserves the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4 [of Schedule 13D]."

Industry Context

StockSavvy.ai notes that a significant Schedule 13D filing, especially one indicating a 20.88% stake, often signals an activist investor or a strategic long-term holder looking to influence company direction. In the nuclear energy sector, which is capital-intensive and subject to long development cycles and regulatory scrutiny, such a substantial stake could imply a belief in the Issuer's long-term potential or a desire to steer the company through critical development phases. The involvement of a manager as a consultant further suggests a hands-on approach.

Comparison to Industry Standards

• A 20.88% beneficial ownership stake is substantial and typically places the investor in a position to exert significant influence, often seen in activist campaigns or strategic partnerships. For example, Carl Icahn's stake in various companies or ValueAct Capital's positions often exceed 5-10% and lead to board representation or strategic shifts.
• The inclusion of earn-out shares tied to a specific stock price target ($16.00 VWAP) is a common mechanism in SPAC mergers or business combinations to align the interests of former private company shareholders with the performance of the newly public entity. This is comparable to earn-out structures seen in deals like the Lucid Motors (LCID) SPAC merger or other de-SPAC transactions where performance milestones trigger additional share issuances.
• The 180-day lock-up agreement is standard practice in post-merger scenarios to prevent immediate selling pressure from pre-merger shareholders, similar to those imposed on insiders following IPOs or direct listings.

Related Party Transactions

• Justus Parmar, Manager of Blue Bird Capital Enterprises LLC, also serves as a consultant to Eagle Nuclear Energy Corp. (via a Consulting Agreement dated January 1, 2024, between Blue Bird Capital and Eagle).

Stakeholder Impact

• Shareholders: The significant stake and potential for active engagement by Blue Bird Capital could lead to strategic shifts, potentially impacting shareholder value. The lock-up agreement temporarily restricts liquidity for the Reporting Person's shares. The Registration Rights Agreement facilitates future liquidity for certain shareholders.
• Management/Board: Blue Bird Capital reserves the right to discuss and influence governance, board composition, and management, potentially leading to changes in strategic direction or personnel.

Next Steps

• Eagle Nuclear Energy Corp. to file a registration statement within 30 days following the Closing Date (February 24, 2026) for the resale of certain shares.
• Blue Bird Capital Enterprises LLC may engage in discussions with the Issuer's management, Board of Directors, other stockholders, and third parties regarding governance, management, operations, and strategic plans.
• Blue Bird Capital Enterprises LLC may acquire additional shares or dispose of existing shares in the future, subject to the lock-up agreement.
• Potential issuance of 556,383 Earn Out Shares to Blue Bird Capital Enterprises LLC if the VWAP target of $16.00 is met within five years.

Key Dates

Recommendation

Blue Bird Capital's substantial 20.88% stake and stated intent for general investment purposes, coupled with the potential for active engagement in governance and strategy, suggest a long-term view. The 180-day lock-up period for the Reporting Person's shares and the contingent earn-out shares indicate a commitment to the post-merger entity. For other investors, holding the stock allows observation of how Blue Bird Capital's influence unfolds and whether the earn-out targets are met, without immediate strong signals for buying or selling based solely on this ownership disclosure.

Keywords

Eagle Nuclear Energy Corp, Blue Bird Capital Enterprises, Schedule 13D, Beneficial Ownership, Merger Agreement, Business Combination, Common Stock, Earn Out Shares, Lock-Up Agreement, Registration Rights Agreement, Justus Parmar, Nuclear Energy, Investment