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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.
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