In a significant move within the energy sector, Eagle Nuclear Energy Corp. (Eagle) and Spring Valley Acquisition Corp. II (SVII) have announced a merger agreement that will establish New Eagle as a direct, wholly owned subsidiary of SVII. The transaction, which was formalized on September 29, 2025, includes a variety of financial arrangements and strategic maneuvers designed to strengthen both entities' market positions.
**Who is Involved?** The key players in this merger include Eagle Nuclear Energy Corp., a Nevada corporation, and Spring Valley Acquisition Corp. II, an exempted company incorporated in the Cayman Islands. Additionally, the merger involves two wholly owned subsidiaries of New Eagle: Spring Valley Merger Sub III, Inc. and Spring Valley Merger Sub II, Inc.
**Financial Implications** The merger is expected to result in the issuance of 23,350,000 shares of common stock of New Eagle to Eagle stockholders as part of the aggregate merger consideration. Furthermore, SVII will engage in a PIPE financing arrangement, securing $29.7 million from accredited investors. This financing includes the purchase of 29,700 shares of Series A Cumulative Convertible Preferred Stock and warrants to acquire 2,500,000 shares of New Eagle Common Stock.
**Strategic Rationale** This merger is poised to fortify Eagle's operations in the nuclear energy sector, providing enhanced capital and operational efficiencies through the merger with a publicly traded SPAC. The strategic alignment aims to leverage SVII’s resources while expanding Eagle’s market reach and technological capabilities.
**Timeline and Next Steps** The transaction is set to be finalized in the near future, contingent on shareholder approvals and regulatory clearances. An extraordinary general meeting for SVII shareholders will be held to vote on the merger, with specific details about the meeting's date and time yet to be confirmed. The completion of the deal will signify the transition to New Eagle.
**Market Impact** The merger could create significant value for shareholders of both companies, offering potential growth in the increasingly competitive energy sector. Employees may benefit from new opportunities and resources as the combined entity aims for streamlined operations and expanded market presence.
**Regulatory Considerations** As with any major merger, the transaction will require scrutiny from regulatory bodies for antitrust considerations and compliance with SEC regulations. The filing of this registration statement is a crucial step in ensuring that all necessary approvals are obtained prior to the closing of the deal.
Overall, this merger marks a pivotal moment for both Eagle Nuclear Energy Corp. and Spring Valley Acquisition Corp. II, as they aim to reshape the future of energy through strategic collaboration and enhanced operational capabilities.