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Spring Valley Acquisition Corp. II’s sponsor-affiliated entities reported structural changes to their holdings in connection with the closing of a business combination with Eagle Nuclear Energy Corp. (“New Eagle”). One Class B ordinary share converted into one Class A ordinary share under the merger agreement, reflecting the built-in one-for-one convertibility of the Class B shares.
The filing also shows 13,350,000 private placement warrants originally acquired by the sponsor in Spring Valley’s IPO being converted into warrants of New Eagle to purchase New Eagle common stock at an exercise price of $11.50 per share. In addition, 7,546,667 Class A ordinary shares were automatically exchanged for shares of New Eagle common stock as part of the transaction. All positions were held indirectly through the sponsor, which is controlled by Pearl Energy Investment II entities, and each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Spring Valley Acquisition Corp. II director Sharon Youngblood reported disposing of 40,000 Class A ordinary shares on February 24, 2026. The Form 4 lists the transaction as a disposition to the issuer at $0.00 per share, leaving her with no directly owned shares.
According to the footnote, these shares were given up in an automatic exchange for shares of common stock of Eagle Nuclear Energy Corp. ("New Eagle") in connection with the consummation of a business combination under an Amended and Restated Agreement and Plan of Merger dated September 29, 2025.
Spring Valley Acquisition Corp. has submitted a Form 15 to terminate its registration under Section 12(g) of the Exchange Act, effectively suspending its duty to file periodic reports for the listed classes of securities. The filing identifies the affected instruments as units, Class A ordinary shares, rights and redeemable public warrants. The certification is signed by Manavdeep Mukhija, Sole Director, dated February 27, 2026.
Spring Valley Acquisition Corp. II director Richard James Thompson reported an automatic disposition of 40,000 Class A ordinary shares. The shares were disposed of at a stated price of $0.0000 per share as a disposition to the issuer, reducing his direct holdings to zero shares.
According to a footnote, the shares were exchanged automatically for common stock of Eagle Nuclear Energy Corp. ("New Eagle") in connection with the consummation of a business combination under an Amended and Restated Agreement and Plan of Merger dated September 29, 2025.
Spring Valley Acquisition Corp. II director David S. Buzby reported disposing of 40,000 Class A ordinary shares at a stated price of $0.0000 per share. The shares were automatically exchanged for common stock of Eagle Nuclear Energy Corp. in connection with the consummation of a business combination, leaving him with no Class A ordinary shares of Spring Valley.
Spring Valley Acquisition Corp. II reported that its shareholders approved all key proposals related to its planned business combination with Eagle Nuclear Energy Corp., Eagle Energy Metals Corp., and New Eagle. At the extraordinary general meeting on February 23, 2026, about 8.2 million ordinary shares were present, representing approximately 83% of the 9,879,945 ordinary shares outstanding as of the January 5, 2026 record date, constituting a quorum.
Each transaction-related proposal received strong support, with roughly 8.13 million votes in favor and about 72,000 votes against across items, and minimal abstentions. Because the transaction, equity plan, and Cayman merger proposals passed, the adjournment proposal was not needed. The company intends to close the business combination as soon as remaining conditions are satisfied or waived, but emphasizes that closing still depends on factors outside the parties’ control, including approval to list New Eagle shares and public warrants on Nasdaq. The filing cautions that if these conditions are not met, the business combination will not occur.
Eagle Nuclear Energy Corp. and Spring Valley Acquisition Corp. II disclosed the Amended and Restated Agreement and Plan of Merger that replaces the original merger agreement and contemplates a proposed business combination to take Eagle public.
The registration statement on Form S-4 (File No. 333-290631) was declared effective on January 30, 2026, the definitive proxy statement was filed on February 2, 2026, and SVII set the record date for shareholder voting as January 5, 2026. Communications by Eagle on social media and a February 18, 2026 Wall Street Journal article about uranium supply were cited in the filing. The filing urges readers to review the Registration Statement and Proxy Statement for full details regarding the Proposed Business Combination.
Eagle Nuclear Energy Corp. and Spring Valley Acquisition Corp. II restructured their merger agreement into an Amended and Restated Agreement and Plan of Merger and advanced the related SEC filings for the Proposed Business Combination.
The Registration Statement on Form S-4 was declared effective on January 30, 2026, the definitive proxy was filed on February 2, 2026, and an Extraordinary General Meeting to vote on the transaction is scheduled for February 23, 2026. Upon closing, the combined company's common stock and warrants are expected to trade on Nasdaq under the symbols NUCL and NUCLW, subject to satisfaction or waiver of closing conditions.
Disclosure materials describe the Aurora uranium deposit with 32.75 million pounds of indicated uranium and 4.98 million pounds inferred, and note preparatory work toward a Pre-Feasibility Study including an engaged drilling consultant.
Merus Global Investments, LLC reported a significant passive stake in Spring Valley Acquisition Corp. II. The firm beneficially owns 708,449 Class A ordinary shares, representing 7.2% of the class as of the reporting date tied to 12/31/2025.
The 7.2% figure is based on 9,879,944 Class A shares outstanding as of January 5, 2026, as referenced from the company’s proxy statement. Merus Global has sole voting and dispositive power over all 708,449 shares and certifies the holdings are not intended to change or influence control of the issuer.
Eagle Nuclear Energy Corp., Eagle Energy Metals and Spring Valley Acquisition Corp. II outline progress toward their proposed business combination. The filing republishes a paid news article highlighting uranium and nuclear power demand, and notes that the SEC has declared the Form S-4 registration statement effective for New Eagle.
The companies state that SVII will hold a shareholder meeting on February 23, 2026 for investors to vote on the merger, after distribution of a proxy statement and prospectus. The document emphasizes that it is not investment advice or an offer of securities, and includes extensive forward-looking statements and detailed risk factors around completing the merger, market conditions, permitting, environmental regulations, commodity price volatility, and financing needs.