Spring Valley Acquisition Corp. II SEC Filings

Eagle Nuclear Energy Corp., together with Spring Valley Acquisition Corp. II, reports that the SEC has declared effective the Registration Statement on Form F-4 for their proposed business combination with Eagle Energy Metals Corp. and New Eagle. SVII has also filed a definitive proxy statement and will mail it to common stockholders of record as of January 5, 2026 to solicit votes on the transaction.

Spring Valley Acquisition Corp. II is asking shareholders to approve a merger with Eagle Energy Metals Corp., creating Eagle Nuclear Energy Corp. as the public company. Eagle stockholders would receive 23,350,000 shares of New Eagle common stock.

The deal includes a $29.7 million PIPE in New Eagle preferred stock and 2,500,000 PIPE warrants, conversion of sponsor loans into 2,050,000 private warrants, and several share transfers, including 1,600,000 shares to Aurora Energy for the Oregon Energy acquisition and 300,000 shares to a service provider.

Assuming no further redemptions and full preferred conversion, New Eagle could have up to 33,763,278 common shares and 23,050,000 warrants outstanding. Public shareholders may redeem their shares for cash (illustratively about $11.91 per share), with ownership and tangible book value changing materially under different redemption levels.

Eagle Nuclear Energy Corp. and Spring Valley Acquisition Corp. II describe progress on their proposed business combination under an amended and restated merger agreement, with New Eagle as the post‑combination Nevada corporation. A registration statement on Form S-4 has been filed, containing a preliminary prospectus for New Eagle securities and a proxy statement for SVII shareholders, who will be asked to vote on the deal once the filing is declared effective.

The communication reproduces a paid promotional article highlighting Eagle Energy Metals’ Aurora Uranium Project on the Oregon–Nevada border, which it describes as the largest open pit‑constrained measured and indicated uranium deposit in the U.S., with 32.75 million pounds of indicated uranium and 4.98 million pounds inferred based on over 500 drill holes. The article notes Eagle’s engagement of BBA USA Inc. to design a drilling campaign in support of a future pre‑feasibility study and references plans for a Nasdaq listing under the ticker NUCL via the SVII business combination, alongside extensive risk, conflict‑of‑interest and forward‑looking statement disclosures.

Eagle Nuclear Energy Corp. and Spring Valley Acquisition Corp. II describe their pending business combination and include two paid commentary articles highlighting Eagle Energy Metals’ role in a tightening uranium market. The pieces emphasize rising power demand from AI data centers and government support for domestic nuclear fuel, positioning Eagle’s Aurora uranium project on the Oregon–Nevada border as a large open pit‑constrained deposit with 32.75 million pounds of indicated uranium and 4.98 million pounds inferred based on extensive drilling. Eagle has engaged BBA USA Inc. to design a targeted drilling campaign to support a future pre‑feasibility study, and, following the SPAC merger, the combined company is expected to seek a Nasdaq listing under the ticker NUCL, subject to customary closing conditions. The communication also reiterates that a Form S‑4 registration statement with a preliminary proxy/prospectus has been filed for shareholder voting on the proposed merger and includes extensive risk and forward‑looking statement disclosures.

Eagle Nuclear Energy Corp. provides an update on its proposed business combination among Spring Valley Acquisition Corp. II, Eagle Energy Metals Corp., and New Eagle under an amended and restated merger agreement and related Form S-4 registration and proxy process. The filing reproduces a paid promotional article highlighting how AI-driven power demand is boosting interest in U.S. nuclear and uranium assets and positioning Eagle Energy Metals for a planned Nasdaq listing under the ticker NUCL, subject to customary closing conditions. Eagle describes its Aurora Uranium Project on the Oregon-Nevada border, stating rights to what it describes as the largest open pit-constrained, measured and indicated uranium deposit in the U.S., with 32.75 million pounds indicated and 4.98 million pounds inferred. The article also notes Eagle’s engagement of BBA USA Inc. to design a targeted drilling campaign in support of a future pre-feasibility study, and includes extensive risk and conflict-of-interest disclosures about the paid nature of the promotion and the many uncertainties around completing the merger and developing the projects.

Eagle Nuclear Energy Corp. filed a communication describing its amended plan to merge Eagle Energy Metals Corp. with Spring Valley Acquisition Corp. II through a multi‑step business combination under an Amended and Restated Merger Agreement involving New Eagle and two merger subsidiaries. The filing notes that, on January 5, 2026, bullish articles about small modular reactors, uranium demand, and Eagle Energy Metals’ U.S. uranium projects (Aurora and Cordex) were posted on TheInvestmentJournal.com, presenting Eagle as controlling interests or rights to a large, mineable domestic uranium resource and highlighting its exposure to SMR‑related technology.

The document also describes multiple promotional emails sent on January 6, 2026 to Eagle contacts, emphasizing the announced but not yet finalized merger with Spring Valley II and urging recipients to review Eagle’s investor presentation. It explains that New Eagle has filed a Form S‑4 registration statement containing a preliminary prospectus and proxy statement for Spring Valley II shareholders and urges investors to read those materials when available. Extensive forward‑looking statement language outlines numerous risks, including the possibility the business combination may not close, regulatory and shareholder approval requirements, commodity price volatility, permitting and environmental risks, and potential challenges in raising additional capital.

Eagle Energy Metals and Spring Valley Acquisition Corp. II highlight their previously disclosed plan to combine under an amended and restated merger agreement, creating Eagle Nuclear Energy Corp. as the listed vehicle. A registration statement on Form S-4 has been filed, which includes a proxy for SVII shareholders to vote on the proposed business combination.

The interview with CEO Mark Mukhija outlines a strategy to pair the Aurora and Cordex uranium projects with proprietary small modular reactor (SMR) technology in a vertically integrated model. Aurora is described as the largest mineable measured and indicated uranium deposit in the U.S., with metallurgical testing showing uranium recoveries in the high-80% range and lower processing costs. Eagle plans step-out and infill drilling, additional studies, and targets commencing prefeasibility work by the end of 2026, completing a prefeasibility study in 2027 and starting a definitive feasibility study in 2028. Extensive forward-looking risk factors are emphasized, and investors are directed to the S-4 and proxy materials for full details.