Spring Valley Acquisition Corp. II SEC Filings

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.

Spring Valley Acquisition Corp. II filed a report describing an updated investor presentation about its proposed business combination with Eagle Energy Metals Corp.. The presentation, dated August 2025 and attached as Exhibit 99.1, will be used in meetings with certain shareholders and other interested parties.

The SPAC has filed a Form S-4 registration statement that includes a preliminary proxy statement and prospectus for the shares to be issued in the merger and for the shareholder vote on the transaction. Once the registration statement is declared effective, a definitive proxy statement will be mailed to shareholders of record for the meeting to approve the merger and related matters.

The filing also summarizes extensive forward-looking statement language and risk factors around completing the merger, maintaining a stock exchange listing, commodity price volatility, mining and environmental risks, regulatory approvals, permitting, community and indigenous relations, and the need for PIPE or other financing for the combined company.

Spring Valley Acquisition Corp. II is asking shareholders to approve an amendment to its Articles to extend the deadline to complete an initial business combination from October 17, 2025 to 45 months after the IPO (July 17, 2026) or an earlier date at the board's discretion. The board believes more time is needed to complete a proposed merger with Eagle Energy Metals Corp., announced July 30, 2025, and expects there is insufficient time to close the transaction before the current deadline.

If the Extension Amendment is approved, Public Shareholders may elect to redeem all or a portion of their Public Shares for a pro rata cash amount from the Trust Account prior to the Extraordinary General Meeting. Approval requires a two-thirds majority and the Sponsor and certain insiders have indicated they intend to vote in favor. If the Amendment is not approved and no business combination is completed by October 17, 2025, the Company will wind up, redeem Public Shares from the Trust Account and dissolve.

Spring Valley Acquisition Corp. II reported condensed Q2 2025 results showing most cash held in its Trust Account while operations remain minimal. The company had $26.09 million in the Trust Account and total assets of $26.30 million, with only $157,647 in operating cash outside the trust. Total liabilities were $2.28 million and shareholders' deficit was $(2.07) million. For the six months ended June 30, 2025, the company recorded a net loss of $(502,968), driven by operating expenses partially offset by $536,801 of investment income from the Trust Account and a $730,150 non-cash gain from a derivative remeasurement. Significant corporate actions included shareholder redemptions that reduced Trust balances and Sponsor extension contributions of $1.5 million. Management discloses substantial doubt about the Company’s ability to continue as a going concern absent additional financing or completing a business combination by the Combination Period.