|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Eagle Nuclear Energy Corp. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
02/24/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Steven Parhar | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,873,064.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.31 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The percentage of shares of common stock, par value $0.0001 per share (the "Common Stock") of Eagle Nuclear Energy Corp. (the "Issuer") beneficially owned by the Reporting Person is based on 29,683,966 shares of Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2026, filed by the Issuer with the Securities and Exchange Commission on October 13, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Eagle Nuclear Energy Corp. | |
| (b) | Address of issuer's principal executive offices:
5470 Kietzke Lane, Suite 300, Reno, Nevada 89511 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed by Steven Parhar (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The residence of the Reporting Person is 2381 Windridge Drive North Vancouver, BC V7H 1B6. | |
| (c) | Citizenship:
The Reporting Person is a Canadian citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See row (9) of the cover page to this filing for the number of shares of Common Stock beneficially owned by the Reporting Person. | |
| (b) | Percent of class:
See row (11) of the cover page to this filing for the percentage of the outstanding shares of Common Stock beneficially owned by the Reporting Person. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See row (5) of the cover page to this filing for the number of shares of Common Stock as to which the Reporting Person has sole power to vote or to direct the vote. | ||
| (ii) Shared power to vote or to direct the vote:
See row (6) of the cover page to this filing for the number of shares of Common Stock as to which the Reporting Person has shared power to vote or to direct the vote. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row (7) of the cover page to this filing for the number of shares of Common Stock as to which the Reporting Person has sole power to dispose or to direct the disposition. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row (8) of the cover page to this filing for the number of shares of Common Stock as to which the Reporting Person has shared power to dispose or to direct the disposition. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
Exhibit Information
|
Exhibit 24.1 - Power of Attorney - Steven Parhar |
Exhibit 24.1
POWER OF ATTORNEY
Known all by these present, that the undersigned, STEVEN PARHAR, hereby constitutes and appoints E. Peter Strand, Esq., Michael K. Bradshaw, Jr., Esq., Kaylen Loflin, Esq., Kathryn Simons, Esq., and Drew Calamaro, Esq., or either of them singly, and any other employee of Nelson Mullins Riley & Scarborough, LLP (“NMRS”), as the undersigned’s true and lawful attorney-in-fact for the following limited purposes:
| (1) | to file for and on behalf of the undersigned the U.S. Securities and Exchange Commission (the “SEC”) Form ID Application to obtain and/or manage EDGAR filing codes, to be named as an Account Administrator in connection therewith, and to attend to the annual confirmation process with the SEC required thereby; |
| (2) | to file for and on behalf of the undersigned Forms 3, 4, and/or 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Schedule 13D and/or Schedule 13G (and any amendment thereto and other documents in connection therewith) in accordance with the 1934 Act, and the rules promulgated thereunder; |
| (3) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, 3, 4, 5, and Schedule 13D and/or Schedule 13G (and any amendments thereto) and to file timely such form with the SEC and any stock exchange or similar authority; and |
| (4) | to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, any of the undersigned’s responsibilities to comply with the Securities Exchange Act of 1933, as amended (the “1933 Act”), or the 1934 Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required by the 1933 Act or the 1934 Act to file ongoing disclosures with the SEC, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of July, 2026.
| Steven Parhar | ||
| By: | /s/ Steven Parhar | |
| Name: | Steven Parhar | |