Form 4: Sponsor Divests SVII Shares Post-Merger with New Eagle

Spring Valley Acquisition Sponsor II, LLC reported the disposition of Class A ordinary shares and warrants of Spring Valley Acquisition Corp. II following its business combination with Eagle Nuclear Energy Corp.

Summary

• Spring Valley Acquisition Sponsor II, LLC (the "Sponsor") reported changes in beneficial ownership of Spring Valley Acquisition Corp. II (SVII) securities.
• The changes occurred on February 24, 2026, in connection with the consummation of a business combination (merger) with Eagle Nuclear Energy Corp. ("New Eagle") and Eagle Energy Metals Corp.
• The Sponsor disposed of 7,546,667 Class A ordinary shares of SVII, which were automatically exchanged for common stock of New Eagle.
• One Class B ordinary share of SVII held by the Sponsor converted into one Class A ordinary share of SVII, and this Class A share was subsequently disposed of as part of the exchange.
• The Sponsor also disposed of 13,350,000 private placement warrants of SVII, which converted into warrants of New Eagle to purchase New Eagle common stock at an exercise price of $11.50 per share, expiring on February 26, 2031.
• Following these transactions, the Sponsor no longer directly holds Class A ordinary shares, Class B ordinary shares, or warrants of SVII.
• The reported securities were held directly by the Sponsor, which is controlled by Pearl Energy Investment II, L.P., Pearl Energy Investment II GP, LP, and Pearl Energy Investment II UGP, LLC, all of whom are deemed beneficial owners.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as it confirms the successful completion of the SPAC's primary objective, the business combination. The transactions are procedural and expected following such an event.

Positives

• Successful consummation of the business combination with Eagle Nuclear Energy Corp. and Eagle Energy Metals Corp.

Negatives

• NA

Risks

• NA

Future Outlook

The business combination of Spring Valley Acquisition Corp. II with Eagle Nuclear Energy Corp. has been consummated, transitioning the entity into "New Eagle." The future outlook will now be tied to the performance and strategic direction of New Eagle.

Management Comments

• The reported securities were held directly by the Sponsor. The Sponsor is controlled by Pearl Energy Investment II, L.P. ('Pearl'). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ('Pearl GP'), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ('Pearl LLC'). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Pearl, Pearl GP and Pearl LLC.
• Each such reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.

Industry Context

StockSavvy.ai notes that the completion of a SPAC business combination is a critical milestone, marking the transition from a shell company to an operating entity. This transaction aligns with the broader trend of SPACs seeking to merge with private companies to bring them public, particularly in sectors like energy, as suggested by "Eagle Nuclear Energy Corp."

Comparison to Industry Standards

• The successful consummation of the business combination is a standard outcome for a Special Purpose Acquisition Company (SPAC) that has identified and merged with a target company.
• The conversion of SPAC shares and warrants into shares and warrants of the combined entity (New Eagle) is a typical procedural step in such transactions.

Related Party Transactions

• The Sponsor is controlled by Pearl Energy Investment II, L.P., Pearl Energy Investment II GP, LP, and Pearl Energy Investment II UGP, LLC, indicating a related party structure for beneficial ownership.

Stakeholder Impact

• Shareholders: Existing shareholders of Spring Valley Acquisition Corp. II now hold shares in the combined entity, Eagle Nuclear Energy Corp. The value of their investment is now tied to the performance of New Eagle.
• Management/Insiders: The reporting persons (Sponsor and its controlling entities) have converted their holdings into the new entity, aligning their interests with New Eagle's future.

Next Steps

• The combined entity, Eagle Nuclear Energy Corp. ("New Eagle"), will continue its operations as a publicly traded company.
• Investors will now focus on the financial performance and strategic execution of New Eagle.

Key Dates

Keywords

SPAC, merger, business combination, beneficial ownership, Form 4, Spring Valley Acquisition Corp. II, Eagle Nuclear Energy Corp., SVII, warrants, Class A shares, Class B shares