Welcome to our dedicated page for Spring Valley Acquisition II SEC filings (Ticker: SVII), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings of Spring Valley Acquisition Corp. II (SVII) provide detailed insight into its operations as a blank check company and its efforts to complete an initial business combination. As an emerging growth company incorporated in the Cayman Islands, SVII files current reports on Form 8-K, proxy materials such as a definitive proxy statement on Schedule 14A, and other required documents under the Securities Exchange Act of 1934.
Among the most significant filings are the current reports describing its Amended and Restated Agreement and Plan of Merger with Eagle Nuclear Energy Corp., Eagle Energy Metals Corp., and merger subsidiaries. These filings explain the structure of the New Eagle Business Combination, including the sequence of mergers, the conversion of SVII Class A ordinary shares, units, rights, and warrants into securities of Eagle Nuclear Energy Corp., and the aggregate merger consideration and potential earnout shares.
SVII’s filings also cover corporate governance and capital structure changes, such as extension amendment proposals to modify the deadline for completing a business combination to 45 months from the IPO closing, subject to monthly deposits by the sponsor into the trust account. The definitive proxy statement and related supplements describe shareholder voting procedures, redemption rights for public shareholders, and material U.S. federal income tax considerations for shareholders exercising redemption rights.
Additional filings detail financing arrangements, including an unsecured promissory note issued to the sponsor that may be converted into working capital warrants, as well as a Nasdaq notice of delisting for failure to complete a business combination by the required deadline. That Form 8-K explains the planned suspension of trading, the anticipated Form 25-NSE to remove SVII securities from Nasdaq listing and registration, and the company’s intention to remain a reporting entity. On this page, users can review SVII’s SEC filings, while AI-powered summaries can help explain complex sections of merger agreements, proxy statements, and listing notices in more accessible language.
Eagle Nuclear Energy Corp., Spring Valley Acquisition Corp. II (SVII) and Eagle Energy Metals Corp. provide an update on their proposed business combination and related SEC process. The parties have replaced their original merger agreement with an amended and restated version that reorganizes the structure using a new Nevada holding company, New Eagle, and new merger subsidiaries. The update also notes a recent SPAC-focused podcast featuring SVII’s CEO discussing their approach to SPAC deals, including emphasizing adequate cash at closing and fair valuations. The communication reminds investors that New Eagle has filed a Form S-4 registration statement and that SVII will later send a definitive proxy so shareholders can vote on the transaction, while highlighting extensive forward-looking statement risks tied to completing the merger and to Eagle’s mining-focused business.
Eagle Energy Metals, which plans to merge with Spring Valley Acquisition Corp. II (SVII), highlighted new metallurgical optimization results from its flagship Aurora uranium project in southeast Oregon. Test work showed uranium recoveries in the high-80% range and about a 60% reduction in acid use, which the company says improves processing efficiency and lowers costs while simplifying the flowsheet and cutting leach time to around 12 hours from 24.
The Aurora deposit hosts 32.75 million lb indicated and nearly 5 million lb inferred near-surface uranium, with additional potential from the adjacent Cordex deposit. Eagle expects Aurora to be its flagship asset after completing its proposed business combination with SVII, after which the combined company plans to list on Nasdaq under the ticker NUCL. The communication also reminds investors that the Proposed Business Combination is subject to customary approvals, directs them to review the Form S-4 registration statement and proxy materials, and outlines extensive mining, market, regulatory and transaction-related risks in forward-looking statements.
Eagle Nuclear Energy Corp. filed a Rule 425 communication highlighting new metallurgical optimization results for Eagle Energy Metals’ Aurora Uranium Project tied to its proposed business combination with Spring Valley Acquisition Corp. II (SVII).
Testing showed uranium recoveries in the high‑80% range, initial acid addition reduced to 240–250 kg/t from over 600 kg/t, overall acid consumption lowered to about 70–90 kg/t, and leach duration cut to roughly 12 hours from 24. The program also indicated no separate processing for clay and middlings and no ferric sulphate requirement, simplifying the flowsheet and reducing reagent and operating costs.
The Aurora deposit contains 32.75 Mlbs Indicated and 4.98 Mlbs Inferred uranium resources (per an SK‑1300 TRS). Eagle expects Aurora to be its flagship asset following the proposed merger; upon closing, it plans to list on Nasdaq under ticker NUCL. A registration statement on Form S‑4 has been filed in connection with the transaction.
Spring Valley Acquisition Corp. II reported that Nasdaq will delist its securities after the company did not complete its initial business combination by October 12, 2025 under IM-5101-2. Trading in its Class A shares, warrants, rights and units will be suspended at the open on October 21, 2025, and Nasdaq will file a Form 25-NSE to remove the listings.
The company stated it intends to continue pursuing a business combination and the listing of the post-combination company’s securities on Nasdaq, though there is no assurance of success. Shareholders approved extending the deadline to 45 months from the IPO closing, with the Sponsor to deposit $0.01 per public share for each one-month extension, up to six months starting at month 40, via a non-interest bearing, unsecured promissory note payable upon a business combination. Redemptions were limited to 151 Class A shares at $11.93 per share (aggregate $1,801.43). Following redemptions, approximately $26,404,398.04 remains in the Trust Account and 2,213,278 Class A shares remain outstanding.
Spring Valley Acquisition Corp. II entered into a new financing arrangement with its sponsor through an unsecured promissory note of up to $1,500,000. The company can draw on this note over time and does not pay any interest on the balance.
The principal becomes due when the company completes its initial business combination. At that time, the sponsor may choose to convert some or all of the outstanding principal into working capital warrants at $1.00 of principal per warrant, with terms matching the private placement warrants issued in the IPO. The note includes customary default provisions and was issued under a private offering exemption.
Spring Valley Acquisition Corp. II amended disclosures to clarify the mechanics if it fails to complete an initial business combination by the 39th month after its IPO. The Sponsor (or affiliates) will fund an Extension Payment equal to $0.01 per Public Share for each one-month extension, payable for up to six months starting on the 40th month, in exchange for a non-interest bearing, unsecured promissory note due upon closing of a business combination. The filing gives an example deadline of January 17, 2026 for the 39th month. The company also revised its winding-up and redemption language so that, on liquidation, Public Shares will be redeemed for a per-share cash amount equal to the Trust Account balance (including earned interest, less taxes and up to $100,000 for dissolution expenses) divided by outstanding Public Shares, which will extinguish public Members' rights. The filing states that the U.S. federal tax considerations section for redemption rights is entirely restated.
Spring Valley Acquisition Corp. II (SVII) is asking shareholders to approve an amendment to its Articles to extend the deadline to complete an initial business combination from October 17, 2025 (36 months after its IPO) to 45 months after the IPO (July 17, 2026) or an earlier board-determined date. The board states the extension is to allow more time to complete a proposed Transaction governed by an Amended and Restated Agreement and Plan of Merger with Eagle Energy/Eagle Nuclear Energy announced July 30, 2025 and amended September 29, 2025.
Public Shareholders would be allowed to elect to redeem Public Shares for a pro rata amount of the Trust Account if the Amendment is implemented; the Trust Account held approximately $26,275,881 as of September 30, 2025, implying an estimated redemption price of about $11.87 per Public Share versus a Nasdaq closing price of $12.69 on September 29, 2025. The filing discloses Nasdaq delisting risk because Nasdaq requires completion of a business combination within 36 months and details liquidation and redemption procedures if the Amendment is not approved.
Spring Valley Acquisition Corp. II (SVII) filed an 8-K reporting a material event: the company and related parties executed an Amended and Restated Agreement and Plan of Merger dated September 29, 2025, plus several companion amended agreements and forms. Exhibits include an Amended and Restated Sponsor Support Agreement, amended Voting and Support and Registration Rights agreements, a Lock-Up Agreement, an Amended and Restated Securities Purchase Agreement with a PIPE investor, and a Warrant Assumption Agreement. The filing is signed by Christopher Sorrells as CEO and Chairman.
The set of amended agreements indicates a restructuring of the transaction and investor documents tied to the merger process; the inclusion of a PIPE securities purchase agreement signals private funding tied to the deal. No financial amounts, closing timeline, or detailed deal terms are provided in the text supplied.
Spring Valley Acquisition Corp. II (SVIIW) is seeking shareholder approval to amend its Articles to extend the deadline to complete an initial business combination from October 17, 2025 (36 months after its IPO) to July 17, 2026 (45 months) or an earlier date the board may set. The board says it needs more time to complete a proposed merger with Eagle Energy Metals Corp. pursuant to a July 30, 2025 Merger Agreement. If approved, public shareholders may elect to redeem their Public Shares for a pro rata amount from the Trust Account; redemption proceeds withdrawn will reduce funds available for the business combination. If the Extension is not approved and no business combination occurs by October 17, 2025, the company will wind up, redeem Public Shares from the Trust Account and liquidate. The proxy also contemplates an adjournment vote if more time is needed to solicit votes.