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Spring Valley Acquisition Corp. II Issues Promissory Note to Sponsor
SVII
Debt Issuance
M&A
New Projects/Investments
- On October 8, 2025, Spring Valley Acquisition Corp. II (SVII) issued an unsecured promissory note with a principal amount of up to $1,500,000 to Spring Valley Acquisition Sponsor II, LLC, a significant shareholder.
- The note does not bear interest and its principal balance is payable upon the consummation of the company's initial business combination.
- The Sponsor has the option to convert all or any portion of the principal outstanding into Working Capital Warrants at a rate of $1.00 per warrant on the Maturity Date.
Oct 9, 2025, 8:30 PM
Spring Valley Acquisition Corp. II Amends Proxy Statement to Extend Business Combination Deadline
SVII
M&A
Proxy Vote Outcomes
- Spring Valley Acquisition Corp. II (SVII) filed an 8-K on October 8, 2025, to amend and supplement its definitive proxy statement for an extraordinary general meeting scheduled for October 15, 2025.
- The primary amendment concerns the Extension Amendment Proposal, which seeks to extend the date by which the company must complete a business combination to 45 months from the IPO closing, setting a new deadline of July 17, 2026.
- The Sponsor, Spring Valley Acquisition Sponsor II, LLC, will deposit $0.01 per outstanding Public Share for each one-month extension, up to six months, starting from the 40th month post-IPO (January 17, 2026), in exchange for a non-interest bearing promissory note.
- The document also includes updated U.S. federal income tax considerations for shareholders exercising redemption rights, noting that the company believes it was likely a PFIC for prior taxable years and will be for the current taxable year ending December 31, 2025.
Oct 8, 2025, 8:31 PM
Spring Valley Acquisition Corp. II Announces Merger Agreement and Investment
SVII
M&A
Convertible Preferred Issuance
New Projects/Investments
- Spring Valley Acquisition Corp. II (Acquiror) entered into a Merger Agreement with Eagle Nuclear Energy Corp. (PubCo) and Eagle Energy Metals Corp. (the Company) on September 29, 2025, which will result in PubCo becoming a publicly traded company.
- As part of the merger, PubCo will assume the existing warrant agreements of Acquiror.
- New Eagle Investor Warrants will be issued, exercisable at $12.00 per share of New Eagle Common Stock and expiring five years from the Closing Date.
- Alyeska Master Fund, L.P. made an investment in Series A Preferred Stock and received Warrant Shares during Q2 2025. Details of this investment are provided below:
| Metric | Q2 2025 |
|---|---|
| Subscription Amount ($USD) | $29,700,000.00 |
| Shares of Series A Preferred Stock | 29,700 |
| Warrant Shares | 2,500,000 |
Sep 30, 2025, 1:24 PM
Spring Valley Acquisition Corp. II Announces Merger Agreement with Eagle Energy Metals Corp.
SVII
M&A
New Projects/Investments
Convertible Preferred Issuance
- Spring Valley Acquisition Corp. II (SVII) entered into a Merger Agreement with Eagle Energy Metals Corp. (Eagle) on July 30, 2025, for a proposed business combination.
- The transaction implies a pro forma equity value of $312 million (assuming 100% redemption on cash remaining in trust), with a fundamental institutional investor committing up to $30 million in Series A Convertible Preferred Stock, and no minimum cash condition.
- Eagle Energy Metals holds rights to the largest mineable uranium deposit in the U.S. (Aurora), with 32.75 million lbs Indicated and 4.98 million lbs Inferred Resource, and is developing small modular reactor (SMR) technology.
- The merger aims to capitalize on the structural deficit in the uranium market and the growing electricity demand driven by AI and other technologies.
Aug 29, 2025, 8:31 PM
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