Eagle Nuclear and SVII outline amended SPAC merger structure
Rhea-AI Filing Summary
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.
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Insights
SPAC deal structure is updated, with standard risks and proxy process outlined.
Eagle Nuclear Energy Corp., SVII and Eagle Energy Metals Corp. disclose that their original merger agreement has been fully replaced by an amended and restated agreement using a new holding company, New Eagle, and revised merger subsidiaries. This keeps the SPAC business combination on track while formalizing a reorganized structure under Nevada and Cayman entities.
The communication emphasizes that New Eagle has filed a Form S-4 registration statement (File No. 333-290631) that includes a preliminary proxy/prospectus for SVII shareholders. It explains that, once effective, SVII will mail a definitive proxy so shareholders can vote on the proposed business combination and related matters, aligning with typical SPAC de‑SPAC mechanics.
A lengthy forward‑looking statements section lists many risks, including failure to complete the merger by SVII’s deadline, high SPAC redemption levels, regulatory and listing approvals, commodity price volatility, operational and environmental risks in mining, and completion of a Series A preferred investment. These factors indicate that outcomes remain uncertain and that the transaction and Eagle’s future performance depend on approvals, market conditions and operational execution.
Filed by Eagle Nuclear Energy Corp.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Spring Valley Acquisition Corp. II
Commission File No. 001-41529
Subject Company: Eagle Energy Metals Corp.
Commission File No. 333-290631-01
Date: November 20, 2025
As previously disclosed, on July 30, 2025, Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“SVII”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Spring Valley Merger Sub II, Inc. (“Merger Sub 2”), a Nevada corporation, and Eagle Energy Metals Corp., a Nevada corporation (“Eagle”). On September 29, 2025, SVII, Merger Sub 2, and Eagle restructured the transactions contemplated under the Original Merger Agreement by entering into an Amended and Restated Agreement and Plan of Merger (as the same may be amended, supplemented or otherwise modified from time to time, the “A&R Merger Agreement”) by and among Eagle Nuclear Energy Corp., a Nevada corporation (“New Eagle”), Spring Valley Merger Sub III, Inc., a Cayman Islands exempted company (“Merger Sub 1”), Merger Sub 2 (and together with Merger Sub 1, the “Merger Subs”), SVII, and Eagle. The A&R Merger Agreement amends and restates, in its entirety, the Original Merger Agreement.
On November 20, 2025, Eagle made the below communications on its LinkedIn and X accounts.
On November 13, 2025, The SPAC Podcast published a podcast featuring Chris Sorrells, Chairman and Chief Executive Officer of SVII. The transcript is below.
Michael Blankship 00:00:00-00:00:31
So Chris, you've now taken multiple companies public through Spring Valley across from various different market conditions. We've seen ups and downs. How has your approach to evaluating and structuring deals changed since your very first SPAC?
Chris Sorrells 00:00:31-00:02:29
You know, not a lot. Our focus has always been on trying to bring unique assets into the public markets. Ideally, first movers or a quick uh second. Deals in which they are ten, twenty, or thirty publicly traded companies are not really a focus for us. We really pride ourselves on uniqueness, and we've been able to do that in our first two deals. In addition, we are very focused on properly funding these companies with two years plus of cash at close, guaranteed. One of the flaws we see within the SPAC market is under capitalization, and I think that has led to underperformance. So, we are laser focused on that. We are very focused on fair value. I think that's another thing that has harmed the SPAC market. Overvaluation-- sponsors not getting that component correct in the front. We are very focused on having good advisors, lawyers, and accountants. Lots of deals get hung up with people that are not in the product day-to-day. It is a complex product, and so having subject matter experts seems to enable smoother execution. We've had that in in both of our first two deals we filed our S-4 within 3 weeks from announcement. You certainly look for strong characteristics within companies, such as IP barriers. We are very focused on competent teams and teams that are not only competent and skilled, but teams that know how to make money and teams that know how to take advice. So, those are things that have always been core to us. I think in the first wave in the 2020 time frame you might have been able to count on some of the trust. I think as we have evolved you have to be very careful about counting on trust to fund a company post-closing. Redemptions are still relatively high. There is still a lot of volatility in and around the redemption number. So, we are very focused on either having cash on hand and/or PIPE to back stop redemptions. We have had low redemptions in both of our first two deals, and that has been just the icing on the cake.
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Additional Information and Where to Find It
In connection with the transactions contemplated by the A&R Merger Agreement (the “Proposed Business Combination”), New Eagle filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-290631) (the “Registration Statement”), which includes a preliminary prospectus with respect to New Eagle’s securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement to be distributed to holders of SVII’s Class A Ordinary Shares in connection with SVII’s solicitation of proxies for the vote by SVII’s shareholders with respect to the Proposed Business Combination and other matters described in the Registration Statement (collectively, the “Proxy Statement”). After the SEC declares the Registration Statement effective, SVII plans to file the definitive Proxy Statement with the SEC and to mail copies to shareholders of SVII as of a record date to be established for voting on the Proposed Business Combination and other matters described in the Registration Statement. This document does not contain all of the information that should be considered concerning the Proposed Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other document that SVII, New Eagle or Eagle may file with the SEC. Before making any investment or voting decision, investors and security holders of SVII, New Eagle and Eagle are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Proposed Business Combination as they become available because they will contain important information about New Eagle, Eagle, SVII and the Proposed Business Combination. Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by SVII, New Eagle or Eagle through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by SVII may be obtained free of charge from SVII’s website at www.sv-ac.com or by directing a request to Spring Valley Acquisition Corp. II, Attn: Corporate Secretary, 2100 McKinney Avenue, Suite 1675, Dallas, Texas 75201. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.
Participants in the Solicitation
New Eagle, Eagle, SVII and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitations of proxies from SVII’s shareholders in connection with the Proposed Business Combination. For more information about the names, affiliations and interests of SVII’s directors and executive officers, please refer to SVII’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 11, 2025 (the “2024 Form 10-K”) and the Registration Statement, Proxy Statement and other relevant materials filed or to be filed with the SEC in connection with the Proposed Business Combination when they become available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of SVII’s shareholders generally, will be included in the Registration Statement and the Proxy Statement. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, carefully, before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This document shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act. This document shall not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this document are not historical facts but are forward-looking statements. All statements other than statements of historical facts contained in this document are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, SVII’s, New Eagle’s, Eagle’s, or their respective management teams’ expectations concerning the Proposed Business Combination and expected benefits thereof; the outlook for Eagle’s or New Eagle’s business; the abilities to execute Eagle’s or New Eagle’s strategies; projected and estimated financial performance; anticipated industry trends; the future price of minerals; future capital expenditures; success of exploration activities; mining or processing issues; government regulation of mining operations; and environmental risks; as well as any information concerning possible or assumed future results of operations of Eagle or New Eagle. The forward-looking statements are based on the current expectations of the respective management teams of Eagle, New Eagle, and SVII, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SVII’s securities; (ii) the risk that the Proposed Business Combination may not be completed by SVII’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SVII; (iii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including the approval of the A&R Merger Agreement by the shareholders of SVII and the receipt of regulatory approvals; (iv) market risks; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the A&R Merger Agreement; (vi) the effect of the announcement or pendency of the Proposed Business Combination on Eagle’s business relationships, performance, and business generally; (vii) risks that the Proposed Business Combination disrupts current plans of Eagle and potential difficulties in its employee retention as a result of the Proposed Business Combination; (viii) the outcome of any legal proceedings that may be instituted against Eagle or SVII related to the A&R Merger Agreement or the Proposed Business Combination; (ix) failure to realize the anticipated benefits of the Proposed Business Combination; (x) the inability to meet listing requirements and maintain the listing of the combined company’s securities on Nasdaq Capital Market or a comparable exchange; (xi) the risk that the price of the combined company’s securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro- economic and social environments affecting its business; (xii) fluctuations in spot and forward markets for lithium and uranium and certain other commodities (such as natural gas, fuel oil and electricity); (xiii) restrictions on mining in the jurisdictions in which Eagle operates; (xiv) laws and regulations governing Eagle’s operation, exploration and development activities, and changes in such laws and regulations; (xv) Eagle’s ability to obtain or renew the licenses and permits necessary for the operation and expansion of its existing operations and for the development, construction and commencement of new operations; (xvi) risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and flooding); (xvii) inherent risks associated with tailings facilities and heap leach operations, including failure or leakages; the speculative nature of mineral exploration and development; the inability to determine, with certainty, production and cost estimates; inadequate or unreliable infrastructure (such as roads, bridges, power sources and water supplies); (xviii) environmental regulations and legislation; (xix) the effects of climate change, extreme weather events, water scarcity, and seismic events, and the effectiveness of strategies to deal with these issues; (xx) risks relating to Eagle’s exploration operations; (xxi) fluctuations in currency markets; (xxii) the volatility of the metals markets, and its potential to impact Eagle’s ability to meet its financial obligations; (xxiii) disputes as to the validity of mining or exploration titles or claims or rights, which constitute most of Eagle’s property holdings; (xxiv) Eagle’s ability to complete and successfully integrate acquisitions; (xxv) increased competition in the mining industry for properties and equipment; (xxvi) limited supply of materials and supply chain disruptions; (xxvii) relations with and claims by indigenous populations; (xxviii) relations with and claims by local communities and non-governmental organizations; and (xxix) the risk that the Series A Preferred Stock Investment may not be completed, or that other capital needed by the combined company may not be raised on favorable terms, or at all. The foregoing list is not exhaustive, and there may be additional risks that neither SVII, Eagle, nor New Eagle presently know or that SVII, Eagle, and New Eagle currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this document and the other risks and uncertainties described in the “Risk Factors” section of the 2024 Form 10-K, the risks described or to be described in the Registration Statement, the Proxy Statement, and any amendments or supplements thereto, and those discussed and identified in filings made with the SEC by SVII, New Eagle or Eagle from time to time. Eagle, New Eagle, and SVII caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this document speak only as of the date of this document. Neither Eagle, SVII, nor New Eagle undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that New Eagle, Eagle or SVII will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Proposed Business Combination, in SVII’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.
FAQ
What is Spring Valley Acquisition Corp. II (SVII) announcing in this Form 425 filing?
SVII, Eagle Nuclear Energy Corp. and Eagle Energy Metals Corp. announce that their original merger agreement has been fully replaced by an Amended and Restated Agreement and Plan of Merger. The revised structure uses New Eagle as a Nevada holding company and updated merger subsidiaries while keeping the proposed business combination moving through the SEC and proxy process.
What SEC filings relate to the SVII and Eagle proposed business combination?
New Eagle has filed a registration statement on Form S-4 (File No. 333-290631) with the SEC. That filing includes a preliminary prospectus for New Eagle’s securities and a preliminary proxy statement for SVII shareholders. After the S-4 is declared effective, SVII plans to file and mail a definitive proxy statement so shareholders can vote on the business combination and other matters.
What key risks are highlighted around the SVII–Eagle transaction and business outlook?
The filing lists many forward‑looking risks, including that the proposed business combination may not be completed, may miss SVII’s business combination deadline, or could be terminated. It also cites risks around stock exchange listing, volatility in lithium and uranium prices, regulatory and environmental requirements, mining and processing hazards, community and indigenous relations, and the possibility that a Series A Preferred Stock Investment or other needed capital may not be completed on favorable terms.
What does the SPAC Podcast excerpt add about SVII’s deal approach?
In the podcast transcript, SVII CEO Chris Sorrells describes focusing on unique, often first‑mover targets, emphasizing fair valuation and ensuring roughly two years or more of cash at closing. He notes that undercapitalization and overvaluation have hurt many SPAC deals and explains SVII’s attention to strong advisors, IP barriers, capable management teams, and using cash on hand or PIPE financing to backstop potentially high redemption levels.
Does this document constitute an offer to buy or sell SVII or New Eagle securities?
No. The communication explicitly states that it is not an offer or solicitation to sell, buy, or exchange any securities, and that any offering related to the proposed business combination will only be made by means of a prospectus that meets Securities Act requirements or an applicable exemption.