Spring Valley Acquisition Corp. II Files 8-K

TL;DR

SVII filed an 8-K on 9/29/25, signaling a major deal or event.

AI Summary

Spring Valley Acquisition Corp. II (SVII) announced on September 29, 2025, the entry into a material definitive agreement. The filing also details unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in Delaware with its fiscal year ending December 31.

Why It Matters

This 8-K filing indicates significant corporate actions by Spring Valley Acquisition Corp. II, potentially related to mergers, acquisitions, or financing activities.

Risk Assessment

Risk Level: medium — 8-K filings often precede significant corporate events, which can introduce volatility and risk for investors.

Key Numbers

• $11.50 — Warrant Exercise Price (The price at which public warrants, included as part of units, can be exercised for one Class A ordinary share.)

Key Players & Entities

• Spring Valley Acquisition Corp. II (company) — Filer of the 8-K report
• 0001843477 (company) — Central Index Key for Spring Valley Acquisition Corp. II
• 2100 MCKINNEY AVE., SUITE 1675 (address) — Business and mailing address
• DALLAS (location) — City of business and mailing address
• TX (location) — State of business and mailing address
• 75201 (zip_code) — ZIP code of business and mailing address
• 214-308-5230 (phone_number) — Business phone number
• September 29, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, one right and one-half of on
• $11.50 — ordinary share at an exercise price of $11.50 SVIIW The Nasdaq Stock Market LLC I
• $233,500,000 b — o the quotient obtained by dividing (i) $233,500,000 by (ii) $10.00. Earnout Following the
• $10.00 — ed by dividing (i) $233,500,000 by (ii) $10.00. Earnout Following the Closing, if,
• $16.00 — ew Eagle Common Stock equals or exceeds $16.00 for any twenty (20) Trading Days within
• $1.00 — le Private Warrants "), at the price of $1.00 per New Eagle Private Warrant. A copy

Filing Documents

• tm2527212d1_8k.htm (8-K) — 110KB
• tm2527212d1_ex2-1.htm (EX-2.1) — 573KB
• tm2527212d1_ex10-1.htm (EX-10.1) — 52KB
• tm2527212d1_ex10-2.htm (EX-10.2) — 52KB
• tm2527212d1_ex10-3.htm (EX-10.3) — 147KB
• tm2527212d1_ex10-4.htm (EX-10.4) — 27KB
• tm2527212d1_ex10-5.htm (EX-10.5) — 536KB
• tm2527212d1_ex10-6.htm (EX-10.6) — 32KB
• 0001104659-25-094781.txt ( ) — 2099KB
• svii-20250929.xsd (EX-101.SCH) — 4KB
• svii-20250929_def.xml (EX-101.DEF) — 28KB
• svii-20250929_lab.xml (EX-101.LAB) — 38KB
• svii-20250929_pre.xml (EX-101.PRE) — 26KB
• tm2527212d1_8k_htm.xml (XML) — 9KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Amended and Restated Merger Agreement As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the " SEC ") on August 5, 2025 (the " Prior Form 8-K "), on July 30, 2025, Spring Valley Acquisition Corp. II, an exempted company limited by shares incorporated under the Laws of the Cayman Islands (" SVII "), entered into an Agreement and Plan of Merger (the " Original Merger Agreement ") with Spring Valley Merger Sub II, Inc., a Nevada corporation (" Merger Sub 2 ") and Eagle Energy Metals Corp., a Nevada corporation (" Eagle "). Pursuant to the Original Merger Agreement, among other things and pursuant to the terms and conditions set forth therein, on the day prior to the day of closing (the " Closing Date "), SVII was to domesticate as a corporation in the State of Nevada (" Redomicile "), and, in connection with the Redomicile, adopt the charter and bylaws, in each case, in the form to be mutually agreed between SVII and Eagle and (ii) Merger Sub 2 would merge with and into Eagle , (the " Merger "), withEagle surviving the Merger as the Surviving Corporation (as defined in the Original Merger Agreement)". As a result of the Merger, Eagle would have become a direct wholly owned subsidiary of SVII. On September 29, 2025, SVII, Merger Sub 2, and Eagle restructured the transactions contemplated under the Original Merger Agreement by entering into an Amended and Restated Agreement and Plan of Merger (as the same may be amended, supplemented or otherwise modified from time to time, the " A&R Merger Agreement ") by and among Eagle Nuclear Energy Corp., a Nevada corporation (" New Eagle "), Spring Valley Merger Sub III, Inc., a Cayman Islands exempted company (" Merger Sub 1 "), Merger Sub 2 (and together with Merger Sub 1, the " Merger Subs "), SVII, and Eagle . The A&R Merger Agreement amends and restates, in its entirety, the Original Merger Agreement. The restruc

View Full Filing

View this 8-K filing on SEC EDGAR