Spring Valley (SVIIR) sponsor shifts into New Eagle stock and 13.35M warrants
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
These insider transactions mainly formalize a SPAC merger, not open-market trading.
The reported activity centers on Spring Valley’s business combination with Eagle Nuclear Energy Corp.. One Class B ordinary share converted into one Class A share at no stated cost, consistent with the predefined convertibility of SPAC founder shares at the initial business combination.
The sponsor’s 13,350,000 private placement warrants were converted into New Eagle warrants with an exercise price of $11.50 per share, and 7,546,667 Class A ordinary shares were automatically exchanged for New Eagle common stock. All interests are held indirectly through the sponsor and related Pearl Energy vehicles, which expressly disclaim beneficial ownership beyond their economic stake.
Overall, these changes reorganize ownership into New Eagle securities rather than signaling new buying or selling pressure. Future company filings for periods after the business combination’s consummation will provide clearer insight into New Eagle’s post-transaction capital structure and any subsequent warrant exercises.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B ordinary shares | 1 | $0.00 | -- |
| Other | Warrant | 13,350,000 | $0.00 | -- |
| Conversion | Class A ordinary shares | 1 | $0.00 | -- |
| Other | Class A ordinary shares | 7,546,667 | $0.00 | -- |
Footnotes (1)
- Represents one Class B ordinary share of Spring Valley Acquisition Corp. II (the "Issuer") that converted into one Class A ordinary share of the Issuer in connection with the consummation of the business combination (the "Business Combination") pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025, by and among Eagle Nuclear Energy Corp. ("New Eagle"), Spring Valley Acquisition Corp. II (the "Sponsor"), Eagle Energy Metals Corp., Spring Valley Merger Sub III, Inc., and Spring Valley Merger Sub II, Inc. The reported securities were held directly by the Sponsor. The Sponsor is controlled by Pearl Energy Investment II, L.P. ("Pearl"). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ("Pearl GP"), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ("Pearl LLC"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Pearl, Pearl GP and Pearl LLC. Each such reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities Disposed of in automatic exchange for shares of common stock of New Eagle in connection with the consummation of the Business Combination. The Class B ordinary shares of the Issuer were automatically convertible into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis (subject to adjustment), and had no expiration date. Represents private placement warrants acquired by the Sponsor in connection with the Issuer's initial public offering, which warrants were converted into warrants of New Eagle to purchase shares of New Eagle common stock, at an exercise price of $11.50 per share, in connection with the consummation of the Business Combination.
