Spring Valley II Swings to Loss Amidst Derivative Hit, SPAC Deadline Looms

TL;DR

**Spring Valley II is bleeding cash and facing a critical deadline, making its proposed merger with Eagle Energy Metals a high-stakes gamble for investors.**

AI Summary

Spring Valley Acquisition Corp. II, a blank check company, reported a net loss of $3,935,602 for the nine months ended September 30, 2025, a significant decline from the net income of $5,867,259 in the same period of 2024. This loss was primarily driven by a substantial 'Change in fair value of derivative liability' of $(3,735,371) in 2025, compared to $0 in 2024. General and administrative expenses also increased to $1,017,784 for the nine months ended September 30, 2025, up from $616,555 in 2024. The company's cash position decreased from $495,352 at December 31, 2024, to $65,312 at September 30, 2025. Cash and investments held in the Trust Account increased to $26,363,469 from $25,554,084, reflecting interest income of $809,385. The company formed Eagle Nuclear Energy Corp. in September 2025 to facilitate a business combination with Eagle Energy Metals Corp. The deadline to complete a business combination was extended to October 17, 2025, from the initial January 17, 2024, deadline.

Why It Matters

This filing reveals Spring Valley Acquisition Corp. II's deteriorating financial health, marked by a significant net loss and declining cash, which directly impacts investor confidence. The substantial derivative liability and increased administrative costs raise concerns about the company's operational efficiency and ability to manage complex financial instruments. For investors, the looming October 17, 2025, deadline for a business combination with Eagle Energy Metals Corp. is critical; failure to close could lead to liquidation and impact the value of their shares. The competitive SPAC market means that delays or financial instability can quickly erode investor trust and make it harder to attract a target company, potentially leaving shareholders with only their pro-rata share of the trust account.

Risk Assessment

Risk Level: high — The company reported a net loss of $3,935,602 for the nine months ended September 30, 2025, a stark contrast to the $5,867,259 net income in the prior year, primarily due to a $3,735,371 'Change in fair value of derivative liability.' Cash on hand plummeted from $495,352 to $65,312, indicating severe liquidity issues outside the trust account. The company also faces a critical deadline of October 17, 2025, to complete a business combination, with the risk of liquidation if unsuccessful.

Analyst Insight

Investors should closely monitor the progress of the proposed business combination with Eagle Energy Metals Corp. and be prepared for potential liquidation if the deal does not close by October 17, 2025. Consider the impact of the significant derivative liability on the company's valuation and assess the likelihood of a successful merger given the current financial strain.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$26,451,621

total Debt

$5,865,194

net Income

$ (3,935,602)

eps

N/A

gross Margin

N/A

cash Position

$65,312

revenue Growth

N/A

Key Numbers

• $3,935,602 — Net Loss (for the nine months ended September 30, 2025, compared to $5,867,259 net income in 2024)
• $3,735,371 — Change in fair value of derivative liability (significant expense for the nine months ended September 30, 2025)
• $65,312 — Cash (at September 30, 2025, down from $495,352 at December 31, 2024)
• $26,363,469 — Cash and investments held in Trust Account (at September 30, 2025, up from $25,554,084 at December 31, 2024)
• $1,017,784 — General and administrative expenses (for the nine months ended September 30, 2025, up from $616,555 in 2024)
• October 17, 2025 — Business Combination Deadline (extended deadline for completing an initial Business Combination)
• 2,213,429 — Class A ordinary shares subject to possible redemption (as of September 30, 2025)
• $11.91 — Redemption value per Class A ordinary share (as of September 30, 2025)
• $550,000 — Advance from sponsor (received during the nine months ended September 30, 2025)
• $1,500,000 — Extension promissory notes - related party (outstanding as of September 30, 2025)

Key Players & Entities

• Spring Valley Acquisition Corp. II (company) — registrant
• Eagle Nuclear Energy Corp. (company) — wholly owned subsidiary formed in September 2025
• Eagle Energy Metals Corp. (company) — target for business combination
• Spring Valley Acquisition Sponsor II, LLC (company) — the Company's sponsor
• Continental Stock Transfer & Trust Company (company) — trustee for the Trust Account
• SEC (regulator) — U.S. Securities and Exchange Commission
• $3,935,602 (dollar_amount) — net loss for nine months ended September 30, 2025
• $5,867,259 (dollar_amount) — net income for nine months ended September 30, 2024
• $3,735,371 (dollar_amount) — change in fair value of derivative liability
• $65,312 (dollar_amount) — cash at September 30, 2025

FAQ

Risk Factors

• Derivative Liability Valuation Risk [high — financial]: The company experienced a significant negative change in the fair value of its derivative liability, amounting to $(3,735,371) for the nine months ended September 30, 2025. This volatility directly impacted net income, turning a profit into a substantial loss, and highlights the financial risk associated with such instruments.
• Business Combination Deadline Uncertainty [high — operational]: The deadline to complete a business combination has been extended to October 17, 2025. Failure to secure a suitable target and complete a combination by this date could lead to the dissolution of the company and the return of funds held in trust to public shareholders, impacting the company's future existence.
• Deteriorating Cash Position [medium — financial]: The company's cash position has significantly decreased from $495,352 at December 31, 2024, to $65,312 at September 30, 2025. This sharp decline indicates a high burn rate and limited operational flexibility, potentially hindering the ability to fund necessary activities.
• Increased General and Administrative Expenses [medium — operational]: General and administrative expenses rose to $1,017,784 for the nine months ended September 30, 2025, from $616,555 in the prior year period. This increase of over 65% suggests higher operational costs, which could further strain the company's financial resources.
• Dependence on Trust Account for Liquidity [medium — financial]: While the Trust Account balance increased to $26,363,469 due to interest income, the company's operating cash is critically low at $65,312. This reliance on the Trust Account for potential redemptions and future operations poses a risk if the business combination is not successful.
• Shareholder Redemption Risk [medium — financial]: A significant number of Class A ordinary shares, 2,213,429, are subject to possible redemption. If a substantial portion of these shares are redeemed, it could deplete the capital available for the business combination or future operations.

Industry Context

Spring Valley Acquisition Corp. II operates as a blank check company, a segment of the financial services industry focused on facilitating mergers and acquisitions. The SPAC market is highly competitive, with numerous entities vying for attractive acquisition targets. The current environment for SPACs is characterized by increased regulatory scrutiny and a challenging market for completing business combinations, especially in sectors like energy and technology.

Regulatory Implications

The company faces regulatory risks inherent to SPACs, including SEC oversight regarding disclosures and the process of business combinations. Changes in accounting standards for financial instruments, particularly derivative liabilities, can significantly impact reported financial results. The extension of the business combination deadline also implies ongoing compliance with SPAC-specific regulations.

What Investors Should Do

1. Monitor Business Combination Progress
2. Analyze Burn Rate and Cash Runway
3. Evaluate Impact of Derivative Liability
4. Assess Sponsor Support and Related Party Financing

Key Dates

• 2025-09-30: Formation of Eagle Nuclear Energy Corp. — This entity was formed to facilitate a business combination with Eagle Energy Metals Corp., indicating progress towards a potential merger target.
• 2025-10-17: Extended Business Combination Deadline — The deadline to complete a business combination was extended, providing additional time for the company to finalize its merger, but also highlighting the ongoing challenge.
• 2025-09-30: Net Loss of $3,935,602 — Represents a significant shift from net income in the prior year, primarily due to derivative liability fair value changes and increased operating expenses.
• 2025-09-30: Cash balance of $65,312 — A sharp decrease from $495,352 at year-end 2024, indicating a high operational burn rate.
• 2025-09-30: Trust Account balance of $26,363,469 — Increased from $25,554,084 due to interest income, providing a buffer but also highlighting the capital held for potential redemptions.

Glossary

Blank Check Company

A shell corporation that is established to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. Also known as a Special Purpose Acquisition Company (SPAC). (Spring Valley Acquisition Corp. II is a blank check company, meaning its primary purpose is to find and merge with another company.)

Derivative Liability

A financial instrument whose value is derived from an underlying asset, group of assets, or benchmark. In this context, it likely relates to warrants or other financial instruments that have variable redemption features. (A significant change in the fair value of this liability was the primary driver of the net loss in the current period.)

Class A Ordinary Shares Subject to Possible Redemption

Shares issued by the SPAC that holders have the right to redeem for cash, typically at the time of a business combination or liquidation, at a specified redemption price. (The number and redemption value of these shares are critical to the company's capital structure and potential cash outflows.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO, typically invested in U.S. Treasury bills or other low-risk securities, to protect shareholder funds until a business combination is completed. (The funds in the Trust Account are a significant portion of the company's assets and are earmarked for potential redemptions or the business combination.)

Extension Promissory Notes - Related Party

Debt instruments issued by the SPAC to related parties (e.g., the sponsor) to extend the deadline for completing a business combination, often without interest or with minimal interest. (These notes represent a form of financing used to extend the company's operational runway.)

Year-Over-Year Comparison

For the nine months ended September 30, 2025, Spring Valley Acquisition Corp. II reported a net loss of $3,935,602, a stark contrast to the net income of $5,867,259 in the same period of 2024. This reversal was primarily driven by a substantial $(3,735,371) change in the fair value of derivative liability, which was $0 in the prior year. Operating expenses also increased, with general and administrative costs rising from $616,555 to $1,017,784, further contributing to the negative financial performance compared to the previous year.

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 SVIWF OTC Pink Indicate by check

Filing Documents

• svii-20250930x10q.htm (10-Q) — 1323KB
• svii-20250930xex31d1.htm (EX-31.1) — 11KB
• svii-20250930xex31d2.htm (EX-31.2) — 12KB
• svii-20250930xex32d1.htm (EX-32.1) — 6KB
• svii-20250930xex32d2.htm (EX-32.2) — 6KB
• 0001104659-25-112614.txt ( ) — 6613KB
• svii-20250930.xsd (EX-101.SCH) — 49KB
• svii-20250930_cal.xml (EX-101.CAL) — 21KB
• svii-20250930_def.xml (EX-101.DEF) — 248KB
• svii-20250930_lab.xml (EX-101.LAB) — 376KB
• svii-20250930_pre.xml (EX-101.PRE) — 341KB
• svii-20250930x10q_htm.xml (XML) — 1108KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 1 Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 1 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 2 Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 3 Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 42 Item 4.

Controls and Procedures

Controls and Procedures 42

OTHER INFORMATION

PART II. OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 44 Item1A.

Risk Factors

Risk Factors 44 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 45 Item 3. Defaults Upon Senior Securities 46 Item 4. Mine Safety Disclosures 46 Item 5. Other Information 46 Item 6. Exhibits 47 SIGNATURE 49 Table of Contents

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS SPRING VALLEY ACQUISITION CORP. II CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2025 December 31, 2024 (unaudited) Assets: Current assets: Cash $ 65,312 $ 495,352 Prepaid expenses 22,840 61,361 Total current assets 88,152 556,713 Non-current assets: Cash and investments held in Trust Account 26,363,469 25,554,084 Total non-current assets 26,363,469 25,554,084 Total Assets $ 26,451,621 $ 26,110,797 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: Current liabilities: Accounts payable $ 79,823 $ 88,768 Advance from sponsor 550,000 — Accrued expenses — 120,000 Extension promissory notes - related party 1,500,000 1,500,000 Total current liabilities 2,129,823 1,708,768 Non-redemption agreements derivative liability 3,735,371 — Total Liabilities 5,865,194 1,708,768 Commitments and Contingencies Class A ordinary shares, $ 0.0001 par value; 300,000,000 shares authorized; 2,213,429 and 2,213,429 shares subject to possible redemption at $ 11.91 and $ 11.55 per share as of September 30, 2025 and December 31,2024, respectively 26,363,469 25,554,084 Shareholders' Deficit: Preference shares, $ 0.0001 par value 1,000,000 shares authorized none issued and outstanding as of September 30, 2025 and December 31,2024, respectively — — Class A ordinary shares, $ 0.0001 par value; 300,000,000 shares authorized; 7,666,666 non-redeemable shares issued and outstanding as of September 30, 2025 and December 31, 2024 767 767 Class B ordinary shares, $ 0.0001 par value; 30,000,000 shares authorized; 1 share issued and outstanding as of September 30, 2025 and December 31, 2024 — — Additional paid-in capital — — Accumulated deficit ( 5,777,809 ) ( 1,152,822 ) Total shareholders' deficit ( 5,777,042 ) ( 1,152,055 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Sha

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