Spring Valley Acquisition Corp. II

Spring Valley Acquisition Corp. II (SVII) Shareholders Greenlight Merger with Eagle Nuclear Energy Corp. and Eagle Energy Metals Corp., Paving Way for "New Eagle" Public Listing

Spring Valley Acquisition Corp. II (SVII), a Special Purpose Acquisition Company (SPAC), has reached a pivotal moment! Its shareholders have officially approved the proposed business combination with Eagle Nuclear Energy Corp. and Eagle Energy Metals Corp. This approval paves the way for the new combined company, expected to operate as New Eagle, to become a publicly traded entity, taking over SVII's current listing on the Nasdaq.

What Just Happened? On February 23, 2026, SVII shareholders overwhelmingly approved the merger agreement and related proposals at an extraordinary general meeting. This transaction is set to create a new public leader in the critical minerals sector. While the company didn't provide specific details on the combined entity's enterprise value in this filing, the merger's goal is to pump significant capital into New Eagle for its growth plans.

Meet "New Eagle" and Its Business New Eagle will combine two distinct but complementary businesses focused on critical strategic minerals:

• Eagle Nuclear Energy Corp.: Primarily explores and develops uranium projects, a vital fuel source for nuclear power generation.
• Eagle Energy Metals Corp.: Specializes in exploring and potentially producing lithium, a key component for electric vehicle batteries and renewable energy storage solutions. Together, New Eagle plans to capitalize on the surging global demand for these strategic minerals, driven by the energy transition and decarbonization efforts. Think clean energy and electric vehicles – these minerals are essential!

The Financial Picture (So Far) After the shareholder vote, some public shareholders chose to redeem their SVII Class A common stock shares. This means the cash remaining in the trust account for New Eagle, after redemptions and transaction expenses, will be a certain amount. Unfortunately, the company didn't disclose specific redemption numbers, the percentage of shares redeemed, or the exact cash remaining in the trust account in this filing. New Eagle plans to use this capital, along with any proceeds from a private placement (PIPE) or other financing, to fund its operations and growth.

What This Means for SVII and New Eagle This approval transforms SVII from a "blank check" company into an operating business focused on the critical minerals sector. New Eagle, the combined entity, will trade publicly on Nasdaq, taking over SVII's listing. This is a big deal because it gives Eagle Nuclear and Eagle Energy Metals access to public capital markets, boosting their ability to fund future exploration, development, and operational expansion.

Shareholders also approved some changes to SVII's company rules. These adjustments, including tweaks to the company's authorized share capital and other governance provisions, will make sure the company is set up right for a public operating entity. They also approved a new equity incentive plan, which is super important for attracting and keeping top talent at New Eagle.

Timeline: What's Next? Shareholders gave their thumbs up on February 23, 2026. While this shareholder approval clears a major hurdle, the transaction is not yet closed. The companies expect to close the deal as soon as all remaining conditions are met or waived, aiming to complete the process within the coming months. Upon closing, SVII's ticker symbol (SVII) will change to reflect the new combined entity, likely a "New Eagle" related ticker.

The Road to Closing: Still Some Steps Ahead Before the deal can officially close, a few key things still need to happen:

1. Regulatory Approvals: The deal needs the usual reviews and approvals from relevant government authorities. These are to ensure everything is compliant and fair. The specific agencies involved will depend on where New Eagle plans to operate.
2. Nasdaq Listing Approval: This is a big one! New Eagle absolutely needs to get approval from the Nasdaq Stock Market LLC to list its shares and public warrants. If Nasdaq doesn't give the green light, the deal likely won't go through.
3. Other Closing Conditions: The merger agreement also includes other standard conditions that both parties need to either meet or agree to waive.

Key Takeaways for Investors

• Strategic Market Position: New Eagle is positioning itself right in the sweet spot to meet the growing global demand for uranium and lithium – both vital for clean energy technologies and national security.
• Growth Potential: The capital from this SPAC merger is designed to speed up New Eagle's project development, potentially boosting exploration, defining more resources, and increasing future production capacity.
• Public Market Access: This merger gives Eagle Nuclear and Eagle Energy Metals the ability to tap into public capital markets, which is crucial for funding their future exploration, development, and operational expansion.
• Do Your Homework on New Eagle: Now's the time to evaluate New Eagle as a mining and minerals company. Dig into its specific assets, who's on the management team, their operational plans, and financial projections.
• Commodity Price Volatility: New Eagle's value will be heavily influenced by how uranium and lithium prices fluctuate. These markets can be pretty wild, driven by global supply and demand, geopolitical events, and new technologies.
• Operational Risks: Mining is tough! There are inherent risks like how successful exploration efforts are, getting permits, environmental regulations, potential cost overruns, and unexpected operational disruptions.
• Dilution and Cash Availability: Understand that future equity raises could dilute your shares. More importantly, you need to consider the actual cash New Eagle will have available after redemptions. The more SVII shareholders redeemed, the less capital New Eagle gets, which is critical for their financial runway.
• Nasdaq Listing is Critical: Seriously, if they don't get Nasdaq listing approval, the merger agreement would likely be terminated.
• Long-Term Horizon: Investing in resource development companies often requires a lot of patience. Projects can take a long time to develop and face various market and operational uncertainties along the way.