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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 31, 2025
SPRING VALLEY
ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
|
Cayman Islands
|
|
001-41529
|
|
98-1579063 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
2100 McKinney Ave., Suite 1675
Dallas, TX |
|
75201 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code: (214) 308-5230
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which
registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, one right and one-half of one redeemable public warrant |
SVIIU |
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
SVII |
The
Nasdaq Stock Market LLC |
| Rights
included as part of the units to acquire one-tenth (1/10) of one Class A ordinary share |
SVIIR |
The
Nasdaq Stock Market LLC |
| Redeemable
public warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise
price of $11.50 |
SVIIW |
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On July 31, 2025, Spring Valley
Acquisition Corp. II (the “Company” or “SVII”) and Eagle Energy Metals Corp. (“Eagle”)
issued a press release announcing their execution of a definitive Agreement and Plan of Merger, dated July 30, 2025 (the “Merger
Agreement”), pursuant to which, among other things, Eagle would become a public company. A copy of the press release is
furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Attached hereto as Exhibit
99.2 and incorporated into this Item 7.01 by reference is a form of presentation to be used by the Company and Eagle in presentations
for certain of the Company’s shareholders and other persons.
The information in this Item
7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find
It
In connection with the transactions
contemplated by the Merger Agreement (the “Proposed Business Combination”), SVII intends to file with the Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”),
which will include a prospectus with respect to SVII’s securities to be issued in connection with the Proposed Business Combination
and a proxy statement to be distributed to holders of SVII’s Class A ordinary shares in connection with SVII’s solicitation
of proxies for the vote by SVII’s shareholders with respect to the Proposed Business Combination and other matters to be described
in the Registration Statement (the “Proxy Statement”). After the SEC declares the Registration Statement effective,
SVII plans to file the definitive Proxy Statement with the SEC and to mail copies to shareholders of SVII as of a record date to be established
for voting on the Proposed Business Combination and other matters to be described in the Registration Statement. This document does not
contain all of the information that should be considered concerning the Proposed Business Combination and is not a substitute for the
Registration Statement, Proxy Statement or for any other document that SVII may file with the SEC. Before making any investment or voting
decision, investors and security holders of SVII and Eagle are urged to read the Registration Statement and the Proxy Statement, and any
amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with
the Proposed Business Combination as they become available because they will contain important information about Eagle, SVII and the Proposed
Business Combination. Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement
and all other relevant documents filed or that will be filed with the SEC by SVII through the website maintained by the SEC at www.sec.gov.
In addition, the documents filed by SVII may be obtained free of charge from SVII’s website at www.sv-ac.com or by directing a request
to Spring Valley Acquisition Corp. II, Attn: Corporate Secretary, 2100 McKinney Avenue, Suite 1675, Dallas, Texas 75201. The information
contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is
not a part of, this document.
Participants in the Solicitation
Eagle, SVII and their respective
directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants
in the solicitations of proxies from SVII’s shareholders in connection with the Proposed Business Combination. For more information
about the names, affiliations and interests of SVII’s directors and executive officers, please refer to SVII’s Annual Report
on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 11, 2025 (the “2024 Form 10-K”) and
the Registration Statement, Proxy Statement and other relevant materials filed or to be filed with the SEC in connection with the Proposed
Business Combination when they become available. Additional information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, which may, in some cases, be different than those of SVII’s shareholders generally, will
be included in the Registration Statement and the Proxy Statement, when they become available. Shareholders, potential investors and other
interested persons should read the Registration Statement and the Proxy Statement carefully, when they become available, before making
any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This document shall not constitute
a “solicitation” as defined in Section 14 of the Exchange Act. This document shall not constitute an offer to sell or exchange,
the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful
under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made except by means of a
prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements included
in this document are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United
States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this document
are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements
by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,”
“may,” “target,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events
or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements include, without limitation, SVII’s, Eagle’s, or their respective management teams’ expectations
concerning the Proposed Business Combination and expected benefits thereof; the outlook for Eagle’s business; the abilities to execute
Eagle’s strategies; projected and estimated financial performance; anticipated industry trends; the future price of minerals; future
capital expenditures; success of exploration activities; mining or processing issues; government regulation of mining operations; and
environmental risks; as well as any information concerning possible or assumed future results of operations of Eagle. The forward-looking
statements are based on the current expectations of the respective management teams of Eagle and SVII, as applicable, and are inherently
subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will
be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that
may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may not be completed
in a timely manner or at all, which may adversely affect the price of SVII’s securities; (ii) the risk that the Proposed Business
Combination may not be completed by SVII’s business combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by SVII; (iii) the failure to satisfy the conditions to the consummation of the Proposed Business
Combination, including the approval of the Merger Agreement by the shareholders of SVII and the receipt of regulatory approvals; (iv)
market risks; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
(vi) the effect of the announcement or pendency of the Proposed Business Combination on Eagle’s business relationships, performance,
and business generally; (vii) risks that the Proposed Business Combination disrupts current plans of Eagle and potential difficulties
in its employee retention as a result of the Proposed Business Combination; (viii) the outcome of any legal proceedings that may be instituted
against Eagle or SVII related to the Merger Agreement or the Proposed Business Combination; (ix) failure to realize the anticipated benefits
of the Proposed Business Combination; (x) the inability to maintain the listing of SVII’s securities or to meet listing requirements
and maintain the listing of the combined company’s securities on Nasdaq Capital Market or a comparable exchange; (xi) the risk that
the price of the combined company’s securities may be volatile due to a variety of factors, including changes in laws, regulations,
technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic and social environments
affecting its business; (xii) fluctuations in spot and forward markets for lithium and uranium and certain other commodities (such as
natural gas, fuel oil and electricity); (xiii) restrictions on mining in the jurisdictions in which Eagle operates; (xiv) laws and regulations
governing Eagle’s operation, exploration and development activities, and changes in such laws and regulations; (xv) Eagle’s
ability to obtain or renew the licenses and permits necessary for the operation and expansion of its existing operations and for the development,
construction and commencement of new operations; (xvi) risks and hazards associated with the business of mineral exploration, development
and mining (including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected
geological or structural formations, pressures, cave-ins and flooding); (xvii) inherent risks associated with tailings facilities and
heap leach operations, including failure or leakages; the speculative nature of mineral exploration and development; the inability to
determine, with certainty, production and cost estimates; inadequate or unreliable infrastructure (such as roads, bridges, power sources
and water supplies); (xviii) environmental regulations and legislation; (xix) the effects of climate change, extreme weather events, water
scarcity, and seismic events, and the effectiveness of strategies to deal with these issues; (xx) risks relating to Eagle’s exploration
operations; (xxi) fluctuations in currency markets; (xxii) the volatility of the metals markets, and its potential to impact Eagle’s
ability to meet its financial obligations; (xxiii) disputes as to the validity of mining or exploration titles or claims or rights, which
constitute most of Eagle’s property holdings; (xxiv) Eagle’s ability to complete and successfully integrate acquisitions;
(xxv) increased competition in the mining industry for properties and equipment; (xxvi) limited supply of materials and supply chain disruptions;
(xxvii) relations with and claims by indigenous populations; (xxviii) relations with and claims by local communities and non-governmental
organizations; and (xxix) the risk that the PIPE financing may not be completed, or that other capital needed by the combined company
may not be raised on favorable terms, or at all. The foregoing list is not exhaustive, and there may be additional risks that neither
SVII nor Eagle presently know or that SVII and Eagle currently believe are immaterial. You should carefully consider the foregoing factors,
any other factors discussed in this document and the other risks and uncertainties described in the “Risk Factors” section
of the 2024 Form 10-K, the risks to be described in the Registration Statement, which will include the preliminary Proxy Statement/prospectus,
and those discussed and identified in filings made with the SEC by SVII from time to time. Eagle and SVII caution you against placing
undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the
date a forward-looking statement is made. Forward-looking statements set forth in this document speak only as of the date of this document.
Neither Eagle nor SVII undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances,
or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Eagle or SVII will
make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions
and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including
discussions of significant risk factors, may appear, up to the consummation of the Proposed Business Combination, in SVII’s public
filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Joint Press Release, dated July 31, 2025. |
| 99.2 |
|
Investor Presentation, dated July 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XRBL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
SPRING VALLEY ACQUISITION CORP. II |
| |
|
| |
By: |
/s/ Christopher Sorrels |
| |
Name: |
Christopher Sorrels |
| |
Title: |
Chief Executive Officer and Chairman |
| |
|
|
| Dated: July 31, 2025 |
|
|
