As filed with the Securities and Exchange Commission on September 30, 2025.

Registration No. 333-            ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Eagle Nuclear Energy Corp.

(Exact name of registrant as specified in its charter)

For Co-Registrants, see “Table of Co-Registrants” on the following page.

Eagle Nuclear Energy Corp.
2100 McKinney Ave, Suite 1675
Dallas, TX 75201
(214) 308-5230

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher Sorrells
President and Director
2100 McKinney Ave, Suite 1675
Dallas, TX 75201
(214) 308-5230

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

TABLE OF CO-REGISTRANTS

(1)

The Co-Registrant has the following principal executive office:

​

Eagle Energy Metals Corp.
5470 Kietzke Lane, Suite 300
Reno, NV 89511
775-335-2029

(2)

The agent for service for the Co-Registrant is:

​

Vcorp Agent Services, Inc.
701 S. Carson Street, Suite 200
Carson City, NV 89701
845-425-0077

 

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF
SPRING VALLEY ACQUISITION CORP. II
(A CAYMAN ISLANDS EXEMPTED COMPANY)

AND

PROSPECTUS FOR
UP TO 30,863,429 SHARES OF COMMON STOCK, 20,000,000 WARRANTS AND 20,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF EAGLE NUCLEAR ENERGY CORP.
(A NEVADA CORPORATION)

Dear Spring Valley Acquisition Corp. II Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Spring Valley Acquisition Corp. II, an exempted company incorporated in the Cayman Islands with limited liability (“SVII”), to be held on            , 2025 at           , Eastern Time, at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Ave, New York, NY 10017, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed.

At the Extraordinary General Meeting, in addition to the other proposals described in this proxy statement/prospectus, SVII shareholders will be asked to consider and vote upon a proposal to approve and adopt the Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among SVII, Eagle Nuclear Energy Corp., a Nevada corporation and wholly owned, direct subsidiary of SVII (“New Eagle”), Spring Valley Merger Sub III, Inc., a Cayman Islands exempted company and wholly owned, direct subsidiary of New Eagle (“Merger Sub 1”), Spring Valley Merger Sub II, Inc., a Nevada corporation and wholly owned, direct subsidiary of New Eagle (“Merger Sub 2”) and Eagle Energy Metals Corp., a Nevada corporation (“Eagle”), which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby (collectively, the “Transaction”).

Pursuant to the Merger Agreement, each of the following transactions will occur in the following order: (a) (i) (A) immediately prior to the First Effective Time (as defined below), the sole outstanding Class B ordinary share, par value $0.0001 per share, of SVII will convert into one Class A ordinary share, par value $0.0001 per share, of SVII (“SVII Class A Ordinary Shares”), (B) each outstanding unit of SVII will separate and convert into its component securities, and (C) each outstanding right of SVII to receive one-tenth (1/10) of one SVII Class A Ordinary Share will convert, in multiples of ten, into the underlying SVII Class A Ordinary Shares, and (ii) at the First Effective Time (as defined below), (A) Merger Sub 1 will merge (the “First Merger”) with and into SVII (the “First Effective Time”), with SVII surviving (the “Surviving Corporation”), and, as a result of the First Merger, SVII will become a direct, wholly owned subsidiary of New Eagle, (B) each ordinary share of Merger Sub 1 issued and outstanding immediately prior to the First Effective Time shall be converted into one share of SVII Class A Ordinary Share, (C) each SVII Class A Ordinary Share issued and outstanding immediately prior to the First Effective Time shall be canceled and converted into a number of shares of common stock, par value $0.0001 per share, of New Eagle (“New Eagle Common Stock”) automatically on a one-for-one basis, following which all SVII Class A Ordinary Shares shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and (D) each then issued and outstanding warrant to purchase SVII Class A Ordinary Shares (“SVII Warrants”) will convert automatically, on a one-for-one basis, into a warrant to acquire one share New Eagle Common Stock, in the same form and on the same terms and conditions and SVII shall assign all of its right, title and interests in the related Warrant Agreements (as defined herein) to New Eagle pursuant to an assumption agreement; (b) at the effective time of the Second Merger (the “Second Effective Time”), (i) Merger Sub 2 will merge with and into Eagle (the “Second Merger”), with Eagle surviving as the surviving company (the “Surviving Company”), and, as a result of the Second Merger, Eagle will become a direct, wholly owned subsidiary of New Eagle, (ii) each share of common stock of Merger Sub 2, issued and outstanding immediately prior to the Second Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of Eagle (“Eagle Common Stock”), (iii) each share of existing Eagle Common Stock issued and outstanding immediately prior to the Second Effective Time shall be canceled

and converted into a number of shares of New Eagle Common Stock equal to the Exchange Ratio (as defined in the Merger Agreement) resulting in an aggregate of 23,350,000 shares of New Eagle Common Stock being issued to the Eagle stockholders (the “Aggregate Merger Consideration”).

Additionally, in connection with the Closing of the Transaction, the following transactions with respect to New Eagle securities will occur:

•

PIPE Financing.   In connection with the Transaction, SVII, New Eagle and Eagle entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Agreement”) with an accredited investor, pursuant to which such investor has agreed, among other things, to purchase for an aggregate purchase price of $29,700,000 the following New Eagle securities at the Closing: (i) 29,700 shares of Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of New Eagle (“New Eagle Preferred Stock”), having the rights, preferences and privileges set forth in the applicable certificate of designation, including that the shares of New Eagle Preferred Stock are convertible into shares of New Eagle Common Stock at any time at the option of the holder at a conversion price as calculated pursuant to the PIPE Agreement (initially $11.88 per share), and (ii) warrants to purchase an aggregate of 2,500,000 shares of New Eagle Common Stock (“New Eagle PIPE Warrants” and together with the New Eagle Public Warrants and the New Eagle Private Warrants, the “New Eagle Warrants”), at an exercise price of $12.00 per share.

​

•

Loan Conversion and Sponsor Forfeiture.   In connection with the Transaction, SVII, New Eagle and Eagle entered into an Amended and Restated Sponsor Support Agreement (the “Sponsor Support Agreement”) with SVII’s sponsor, Spring Valley Acquisition Sponsor II, LLC (the “Sponsor”), pursuant to which the Sponsor has agreed, among other things, (i) to the conversion of $1,500,000 in loans (the “Contributions”) from the Sponsor to warrants of New Eagle, at a price of $1.00 per warrant, which will result in the issuance of 1,500,000 New Eagle Private Warrants to the Sponsor at the Closing, and (ii) to forfeit, concurrently with the Closing, an amount of shares of New Eagle Common Stock and New Eagle Private Warrants such that the Sponsor will hold (a) 3,100,000 shares of New Eagle Common Stock (representing founder shares (“SVII Founder Shares”) initially issued to the Sponsor in connection with SVII’s initial public offering (the “IPO”), inclusive of such shares subsequently transferred to SVII’s independent directors (together with the Sponsor, the “SVII Initial Shareholders”) and to be transferred by the Sponsor to the NRA Investors (as defined below)), and (b) 8,500,000 New Eagle Private Warrants (representing 7,000,000 SVII Private Warrants initially issued to the Sponsor in connection with the IPO and 1,500,000 SVII Private Warrants to be issued to the Sponsor upon conversion of outstanding loans from the Sponsor, as described above).

​

•

Transfer to NRA Investors.   Pursuant to certain Non-Redemption Agreements entered into by SVII, the Sponsor and certain third parties unaffiliated with SVII (the “NRA Investors”) in connection with an extraordinary general meeting of shareholders (the “Second SVII EGM”) held by SVII in November 2024 (the “Non-Redemption Agreements”), the Sponsor is obligated transfer, or forfeit and cause the issuance of, an aggregate of 691,666 shares of New Eagle Common Stock to the NRA Investors at the Closing.

​

•

Service Provider Issuance.   In connection with the Transaction, an aggregate of 300,000 shares of New Eagle Common Stock are anticipated to be issued to a service provider of SVII (the “SVII Service Provider”) at the Closing in satisfaction of $2.5 million in fees due to the SVII Service Provider.

​

•

Oregon Acquisition.   In connection with the Transaction, Eagle will cause the transfer of 1,600,000 shares of New Eagle Common Stock, constituting a portion of the Aggregate Merger Consideration, to Aurora Energy Metals Ltd. (“Aurora Energy”) in connection with the acquisition by Eagle of Oregon Energy LLC (“Oregon Energy”), a subsidiary of Aurora Energy, pursuant to the Aurora Option Agreement (as defined and described in this proxy statement/prospectus).

​

Following the Closing, if, at any time during the period following the Closing Date and expiring on the fifth anniversary of the Closing Date (the “Earnout Period”), the VWAP (as defined in the Merger Agreement) of the shares of New Eagle Common Stock equals or exceeds $16.00 for any 20 trading days within a period of 30 consecutive trading days (the “Earnout Target”), then as soon as commercially practicable and in any event within five business days following the achievement of the Earnout Target, New Eagle will issue 1,500,000 shares of New Eagle Common Stock (the “Earnout Shares”) to certain members of Eagle management, as set forth on the Earnout Payment Spreadsheet (as defined in the Merger Agreement) (the “Earnout Recipients”). If at any time during the Earnout Period there occurs any transaction resulting in a change of control of New Eagle, then New Eagle shall issue to the Earnout Recipients each such Earnout Recipient’s portion of the relevant Earnout Shares; provided that the Earnout Shares shall be issued only once

upon the occurrence of the foregoing event. The issuance of the Earnout Shares will be provided for by resolution of the New Eagle Board. To the extent that the Earnout Recipients are service providers of New Eagle after the Closing, the issuance of the Earnout Shares will be made under the Eagle Nuclear Energy Corp. 2025 Equity Incentive Plan (the “New Eagle Equity Plan”). The New Eagle Equity Plan will reserve the Earnout Shares for issuance to the Earnout Recipients, which shall be issued only upon achievement of the Earnout Target. If the Earnout Shares are issued to the Earnout Recipients within 180 days of the Closing Date, the Earnout Recipients shall not Transfer (as defined in the Lock-Up Agreements) any of the Earnout Shares until 180 days after the Closing Date. If the Earnout Target is not satisfied during the Earnout Period, the obligation to issue Earnout Shares pursuant to the Merger Agreement will terminate and no longer apply.

Concurrently with the execution and delivery of the Merger Agreement, SVII and New Eagle entered into a Contribution Agreement, pursuant to which SVII contributed all of the shares of Merger Sub 2 Common Stock to New Eagle, and New Eagle accepted such contribution, and, as a result, Merger Sub 2 became a wholly owned, direct subsidiary of New Eagle.

Concurrently with the execution and delivery of the Merger Agreement, SVII, New Eagle, Eagle and the Sponsor entered into the Amended and Restated Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to (a) vote all of the SVII Ordinary Shares held by the Sponsor in favor of the Merger Agreement and the Transaction and against any proposal in opposition to or inconsistent with the Merger Agreement and the Transaction, and (b) not redeem the SVII Ordinary Shares held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. The Sponsor has also agreed to the conversion of certain outstanding loan amounts and the forfeiture of certain shares of New Eagle Common Stock and New Eagle Private Warrants at the Closing, as described above.

Concurrently with the execution and delivery of the Merger Agreement, certain Eagle stockholders executed and delivered to SVII and Eagle certain Amended and Restated Voting and Support Agreements, pursuant to which such Eagle stockholders agreed to, among other things, (a) vote in favor of the Merger Agreement and the Transaction and against any proposal in opposition to or inconsistent with the Merger Agreement and the Transaction, and (b) not transfer any of such Eagle stockholders’ Covered Shares (as defined therein).

Pursuant to the terms of the Merger Agreement, contemporaneously with the Closing, New Eagle, the Sponsor and certain New Eagle stockholders will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, (i) New Eagle will agree to file, within 30 days following the Closing Date, a registration statement covering the resale of certain shares of New Eagle Common Stock and other equity securities of New Eagle, (ii) holders of Registrable Securities (as defined therein) will be granted certain takedown, demand, block trade and piggyback registration rights with respect to their Registrable Securities, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement, and (iii) the existing Registration Rights Agreement from the IPO will be amended, restated and terminated as of the Closing.

Also pursuant to the terms of the Merger Agreement, prior to the Closing, certain New Eagle stockholders, including the Sponsor, will have each separately entered into a Lock-Up Agreement (the “Lock-Up Agreements”), pursuant to which, among other things, each such holder will agree not to sell, for a period of 180 days following the Closing (subject to certain exceptions), the shares of New Eagle Common Stock held by such holder immediately after the Second Effective Time, on the terms and subject to the conditions set forth in the Lock-Up Agreements.

Upon consummation of the Transaction and subject to the assumptions set forth in this proxy statement/​prospectus, including no additional redemptions by the public shareholders of SVII (“SVII Public Shareholders”) and that all shares of New Eagle Preferred Stock are converted into the underlying shares of New Eagle Common Stock, New Eagle is expected to have up to 33,763,429 shares of New Eagle Common Stock and 22,500,000 New Eagle Warrants issued and outstanding. For additional information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 136 of this proxy statement/prospectus.

The following table illustrates estimated ownership levels in New Eagle immediately following the consummation of the Transaction, based on the varying levels of redemptions by SVII Public Shareholders, and assumes that no New Eagle Warrants have been exercised and the following additional assumptions:

(1)

Assumes that no SVII Public Shareholders exercise redemption rights with respect to their SVII Class A Ordinary Shares for a pro rata share of the funds in the trust account established in connection with the IPO (the “Trust Account”).

​

(2)

Assumes that 25% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 553,357 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $6.5 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(3)

Assumes that 50% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 1,106,714 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $13 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(4)

Assumes that 75% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 1,660,072 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $19.6 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(5)

Assumes that all of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 2,213,429 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $26.1 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(6)

The NRA Investors, which agreed not to redeem an aggregate of 2,075,000 SVII Class A Ordinary Shares in connection with the Second SVII EGM, are entitled to receive an aggregate of 691,666 shares of New Eagle Common Stock from the Sponsor pursuant to the Non-Redemption Agreements. However, the NRA Investors may still redeem their SVII Class A Ordinary Shares in full in connection with the Transaction.

​

(7)

Assumes the Sponsor’s forfeiture of 4,566,667 shares of New Eagle Common Stock upon consummation of the Transaction and Sponsor’s transfer of 691,666 shares of New Eagle Common Stock to the NRA Investors. Independent directors of SVII retain 120,000 shares.

​

(8)

Upon consummation of the Transaction, a total of 21,750,000 shares of New Eagle Common Stock would be issued to Eagle stockholders (excluding the 1,600,000 shares of New Eagle Common Stock to be transferred to Aurora Energy).

​

(9)

Includes 29,700 shares of New Eagle Preferred Stock to be issued to the PIPE Investor, which are convertible at any time from and after issuance at the option of the holder, into 2,500,000 shares of New Eagle Common Stock at a ratio of 1-to-84.18.

​

(10)

Represents shares to be issued to Aurora Energy for the acquisition of Oregon Energy (including the Aurora Uranium Project, as defined and described in this proxy statement/prospectus) from Aurora Energy at a price of $16,000,000, which is settled by the issuance of 1,600,000 shares of New Eagle Common Stock at a price of $10.00 per share.

​

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information. Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Transaction itself):

(1)

Assumes that no SVII Public Shareholders exercise redemption rights with respect to their SVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

​

(2)

Assumes that 25% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 553,357 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $6.5 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(3)

Assumes that 50% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 1,106,714 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $13 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(4)

Assumes that 75% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 1,660,072 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $19.6 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(5)

Assumes that all of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 2,213,429 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $26.1 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(6)

Assumes 23,000,000 SVII Rights are converted into 2,300,000 shares of New Eagle Common Stock.

​

(7)

Assumes 11,500,000 SVII Public Warrants are exercised at an exercise price of $11.50 per share.

​

(8)

Assumes 7,000,000 SVII Private Warrants are exercised at an exercise price of $11.50 per share.

​

(9)

Assumes 6,350,000 SVII Private Warrants are forfeited by the Sponsor.

​

The SVII Units, SVII Class A Ordinary Shares, SVII Rights and SVII Public Warrants are each traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “SVIIU,” “SVII,” “SVIIR” and “SVIIW,” respectively. New Eagle expects to apply to list the shares of New Eagle Common Stock and the New Eagle Public Warrants under the symbols “NUCL” and “NUCLW,” respectively, in connection with the Closing. There can be no assurance that the shares of New Eagle Common Stock and New Eagle Public Warrants will be approved for listing on Nasdaq. As a result of the separation and conversion of the SVII Units and SVII Rights in connection with the Transaction as described above, no units or rights of New Eagle will be listed on Nasdaq following the Closing.

Compensation Received or to be Received by, and Securities Issued or to be Issued to, the Sponsor, SVII’s Directors and Officers, and their Affiliates

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor, SVII’s directors and officers, and their affiliates in connection with the Transaction or any related financing transaction, the amount of securities issued or to be issued by SVII to the Sponsor, SVII’s directors and officers, and their affiliates, and the price paid or to be paid for such securities or any related financing transaction.

SVII is an “emerging growth company” under the applicable Securities and Exchange Commission rules and is eligible for reduced public company disclosure requirements.

SVII is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any postponements or adjournments of the Extraordinary General Meeting. More information about SVII, New Eagle, Eagle and the Transaction is contained in this proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, SVII urges you to carefully read the entire proxy statement/​prospectus (including the financial statements and annexes attached hereto and any documents incorporated into this proxy statement/prospectus by reference). Please pay particular attention to the section entitled “Risk Factors,” beginning on page 19 of this proxy statement/prospectus.

After careful consideration, all of the independent members of SVII’s board of directors have unanimously approved and adopted the Merger Agreement, voting separately from the non-independent members of SVII’s board of directors, and SVII’s board of directors unanimously recommends that SVII shareholders vote “FOR” all of the proposals presented to SVII shareholders in this proxy statement/prospectus. When you consider the SVII board of directors’ recommendation to vote in favor of these proposals, you should keep in mind that there may be actual or potential material conflicts of interests between or among (i) the Sponsor, the SVII Initial Shareholders, and certain of SVII’s directors and officers and (ii) unaffiliated securityholders of SVII. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Transaction and a material conflict of interest arising from the interest that the Sponsor and its affiliates have in the Transaction. For additional information, see the section entitled “Proposal No. 1 — The Transaction Proposal — Interests of SVII Initial Shareholders, Directors and Officers in the Transaction.”

Your vote is important regardless of the number of shares you hold. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Extraordinary General Meeting. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

On behalf of SVII’s board of directors, I thank you for your support and look forward to the successful completion of the Transaction.

Sincerely,

 

Christopher Sorrells
Chief Executive Officer and Chairman

This proxy statement/prospectus is dated                   and is first being mailed to the shareholders of SVII on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

SPRING VALLEY ACQUISITION CORP. II
2100 McKinney Ave, Suite 1675
Dallas, TX 75201

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON           , 2025

To the Shareholders of Spring Valley Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Spring Valley Acquisition Corp. II, an exempted company incorporated in the Cayman Islands with limited liability (“SVII”), to be held on            , 2025 at          , Eastern Time, at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Ave, New York, NY 10017, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed.

The Extraordinary General Meeting will be conducted via live webcast, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of SVII’s amended and restated memorandum and articles of association, as amended (the “SVII Articles”). You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting           .

You are cordially invited to attend the Extraordinary General Meeting for the following purposes:

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Proposal No. 1 — The Transaction Proposal — to consider and vote upon a proposal to approve and adopt, by way of ordinary resolution, the Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among SVII, Eagle Nuclear Energy Corp., a Nevada corporation and wholly owned, direct subsidiary of SVII (“New Eagle”), Spring Valley Merger Sub III, Inc., a Cayman Islands exempted company and wholly owned, direct subsidiary of New Eagle (“Merger Sub 1”), Spring Valley Merger Sub II, Inc., a Nevada corporation and wholly owned, direct subsidiary of New Eagle (“Merger Sub 2”), and Eagle Energy Metals Corp., a Nevada corporation (“Eagle”), and the transactions contemplated thereby (collectively, the “Transaction”, and such proposal, the “Transaction Proposal”), pursuant to which each of the following transactions will occur in the following order: (a) (i) (A) immediately prior to the First Effective Time (as defined below), the sole outstanding Class B ordinary share, par value $0.0001 per share, of SVII will convert into one Class A ordinary share, par value $0.0001 per share, of SVII (“SVII Class A Ordinary Shares”), (B) each outstanding unit of SVII will separate and convert into its component securities, and (C) each outstanding right of SVII to receive one-tenth (1/10) of one SVII Class Ordinary Share will convert, in multiples of ten, into the underlying SVII Class A Ordinary Shares, and (ii) at the First Effective Time (as defined below), (A) Merger Sub 1 will merge (the “First Merger”) with and into SVII (the “First Merger Effective Time”), with SVII surviving (the “Surviving Corporation”), and, as a result, SVII will become a direct, wholly owned subsidiary of New Eagle, (B) each SVII Class A Ordinary Share issued and outstanding immediately prior to the First Effective Time shall be canceled and converted into a number of shares of common stock, par value $0.0001 per share, of New Eagle (“New Eagle Common Stock”) automatically on a one-for-one basis, following which all SVII Class A Ordinary Shares shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and (C) each then issued and outstanding warrant to purchase SVII Class A Ordinary Shares (“SVII Warrants”) will convert automatically, on a one-for-one basis, into a warrant to acquire New Eagle Common Stock, in the same form and on the same terms and conditions and SVII shall assign all of its right, title and interests in the related Warrant Agreements (as defined herein) to New Eagle pursuant to an assumption agreement; (b) at the effective time of the Second Merger (the “Second Merger Effective Time”), (i) Merger Sub 2 will merge with and into Eagle (the “Second Merger”), with Eagle surviving (the “Surviving Company”), and, as a result of the Second Merger, Eagle will become a direct, wholly owned subsidiary of New Eagle, (ii) each share of common stock of Merger Sub 2, issued and outstanding immediately prior to the Second Effective Time shall be converted into one share of Eagle Common Stock, (iii) each share of existing Eagle Common Stock issued and outstanding immediately prior to the Second Effective Time shall be canceled and converted into a

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number of shares of New Eagle Common Stock equal to the Exchange Ratio (as defined in the Merger Agreement) resulting in an aggregate of 23,350,000 shares of New Eagle Common Stock being issued to the Eagle stockholders (the “Aggregate Merger Consideration”).

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Proposal Nos. 2A through 2F — The Advisory Amendment Proposals — to consider and vote upon six separate governance proposals to approve, in each case by way of ordinary resolution and on a non-binding and advisory basis only, certain material changes between the SVII Articles and the New Eagle Organizational Documents (collectively, the “Advisory Amendment Proposals”):

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(A)

Proposal No. 2A — Changes to Authorized Capital Stock;

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(B)

Proposal No. 2B — Required Vote to Amend the Charter;

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(C)

Proposal No. 2C — Director Removal;

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(D)

Proposal No. 2D — Exclusive Forum Provision;

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(E)

Proposal No. 2E — Stockholder Action by Written Consent; and

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(F)

Proposal No. 2F — Removal of Blank Check Company Provisions;

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Proposal No. 3 — The Nasdaq Proposal — to consider and vote upon a proposal, by way of ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), to approve the issuance or potential issuance of SVII Class A Ordinary Shares or shares of New Eagle Common Stock in connection with the Transaction, including in connection with the Mergers, the PIPE Financing and the Oregon Acquisition, and any other issuances of SVII Class A Ordinary Shares or shares of New Eagle Common Stock and securities convertible into or exercisable for SVII Class A Ordinary Shares or shares of New Eagle Common Stock pursuant to subscription, purchase or other similar agreements that SVII or New Eagle may enter into prior to the Closing (the “Nasdaq Proposal”);

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Proposal No. 4 — The Equity Plan Proposal — to consider and vote upon a proposal, by way of ordinary resolution, to approve and adopt the Eagle Nuclear Energy Corp. 2025 Equity Incentive Plan and any form award agreements thereunder (the “Equity Plan Proposal”); and

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Proposal No. 5 — The Adjournment Proposal — to consider and vote upon a proposal to direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies if, based on the tabulated votes at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote or if certain conditions under the Merger Agreement are not satisfied or waived or (ii) if the SVII Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with one or more proposals presented to shareholders for vote (the “Adjournment Proposal”).

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Only holders of record of SVII Ordinary Shares at the close of business on            , 2025, the record date for the Extraordinary General Meeting, are entitled to notice of the Extraordinary General Meeting and to vote at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

Pursuant to the SVII Articles, SVII is providing its public shareholders (the “SVII Public Shareholders”) with the opportunity to redeem their SVII Class A Ordinary Shares issued as a component of the SVII Units in SVII’s initial public offering (the “IPO” and such shares, the “SVII Public Shares”) for cash equal to their pro rata share of the aggregate amount on deposit in the trust account established in connection with the IPO (the “Trust Account”) as of two business days prior to the consummation of the Transaction, including interest earned on the funds held in the Trust Account and not previously released to SVII to pay its taxes (if any), upon the consummation of the Transaction. For illustrative purposes, based on funds in the Trust Account of approximately $26.1 million on June 30, 2025, the estimated per share redemption price would have been approximately $11.79. SVII Public Shareholders may elect to redeem their SVII Public Shares even if they do not vote for the Transaction Proposal or any of the other proposals presented at the Extraordinary General Meeting. A SVII Public Shareholder, together with any of his, her or its affiliates or any other person with

 

 

whom he, she or it is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the SVII Public Shares without SVII’s prior consent. Holders of SVII Warrants do not have redemption rights with respect to such warrants in connection with the Transaction.

SVII’s initial shareholders, including Spring Valley Acquisition Sponsor II, LLC (the “Sponsor”) and certain of SVII’s officers and directors (the “SVII Initial Shareholders”), collectively beneficially own an aggregate of 7,666,666 SVII Class A Ordinary Shares, which were converted on a one-for-one basis from SVII Class B Ordinary Shares, and the sole issued and outstanding SVII Class B Ordinary Share, in each case which SVII Class B Ordinary Shares were initially issued prior to the IPO (the “SVII Founder Shares”), collectively representing approximately 77.6% of the issued and outstanding SVII Ordinary Shares on the record date. In connection with SVII’s IPO, the SVII Initial Shareholders and SVII’s officers and directors agreed to waive their redemption rights with respect to their SVII Founder Shares and any SVII Public Shares they may hold in connection with the completion of SVII’s initial business combination, which would include the Transaction, pursuant to the Insider Letter Agreement (as defined herein). The SVII Initial Shareholders and SVII’s officers and directors did not receive compensation in exchange for their agreement to waive their redemption rights. In addition, the Sponsor agreed, pursuant to the Sponsor Support Agreement, not to redeem its SVII Ordinary Shares in connection with the Transaction. The SVII Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

The SVII Initial Shareholders and SVII’s directors and officers agreed to vote in favor of SVII’s initial business combination, which would include the Transaction, pursuant to the Insider Letter Agreement, and they are expected to vote any SVII Ordinary Shares over which they have voting control in favor of each of the proposals set forth in this proxy statement/prospectus (the “Proposals”). As a result, as of the date of this proxy statement/prospectus, no votes of holders of SVII Public Shares will be required to approve any of the Proposals, even if all the SVII Public Shares are voted against such Proposals.

The Closing is conditioned on the approval of the Transaction Proposal, the Nasdaq Proposal and the Equity Plan Proposal (the “Condition Precedent Proposals”). Each of the Condition Precedent Proposals is cross-conditioned on the approval of each such other Proposal. Each of the Advisory Amendment Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

Approval of each of the Transaction Proposal, the Nasdaq Proposal, the Equity Plan Proposal and, if presented, the Adjournment Proposal, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued and outstanding SVII Ordinary Shares who, being present in person (including by virtual attendance) or by proxy and entitled to vote thereon, vote at the Extraordinary General Meeting.

Approval of each of the Advisory Amendment Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued and outstanding SVII Ordinary Shares who, being present in person (including by virtual attendance) or by proxy and entitled to vote thereon, vote at the Extraordinary General Meeting. A vote to approve each of the Advisory Amendment Proposals is an advisory vote, and therefore, is not binding on SVII or Eagle or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding, advisory votes on the Advisory Amendment Proposals, SVII, New Eagle and Eagle intend that the New Eagle Organizational Documents, in the forms attached to this proxy statement/prospectus as Annexes B and C, and containing the provisions noted in the Advisory Amendment Proposals, will take effect in connection with the Closing, assuming approval of the Condition Precedent Proposals.

Failure to vote in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting, if a valid quorum is otherwise established, will have no effect on the outcome of the vote on any of the Proposals set forth in this proxy statement/prospectus. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Proposals set forth in this proxy statement/prospectus.

SVII shareholders should be aware that, on September 30, 2024 and October 18, 2024, each of Citigroup Global Markets Inc. (“Citi”) and Guggenheim Securities, LLC (“Guggenheim”), respectively, constituting all

 

 

of the underwriters of the IPO (collectively, the “IPO Underwriters”), gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of SVII’s initial business combination pursuant to the Underwriting Agreement, dated as of October 12, 2022, by and among SVII and the IPO Underwriters, totaling approximately $8.1 million (such waivers, the “Waivers”). The IPO Underwriters were previously paid an aggregate of $4.6 million in underwriting commissions at the time of the IPO. The IPO underwriting services provided by the IPO Underwriters were substantially complete at the time of the IPO, with any deferred fees payable to the IPO Underwriters contingent upon the closing of SVII’s initial business combination. As a result of the gratuitous Waivers, the transaction expenses payable by SVII at the consummation of the Transaction will be reduced by approximately $8.1 million. SVII initiated the requests for the Waivers from the IPO Underwriters in light of industry conditions at the time. Specifically, SVII was aware of other SPACs that had received waivers of deferred fees, wherein no assistance was provided by IPO underwriters towards closing of a business combination transaction. However, waivers of fees for services that have already been rendered, such as the Waivers, are unusual and some investors may find the Transaction less attractive as a result. The IPO Underwriters did not provide any additional detail in the Waivers regarding their specific reasons for agreeing to provide the Waivers, and SVII did not correspond with the IPO Underwriters about such reasons. To SVII’s knowledge, the Waivers constitute the IPO Underwriters’ resignation and/or refusal to act, as applicable, as underwriters for all purposes related to SVII matters, including with respect to the Transaction. Such Waivers therefore indicate, to SVII’s knowledge, that none of the IPO Underwriters want to be associated with the disclosures in this proxy statement/prospectus or any underlying business analysis related to the Transaction. No IPO Underwriter has been involved in the preparation of any portion of this proxy statement/prospectus or the registration statement on Form S-4 of which such proxy statement/prospectus forms a part. There can be no assurances that the IPO Underwriters agree with the disclosure herein regarding the Waivers, and no inference can be drawn to this effect. No services were provided by the IPO Underwriters to SVII, the Sponsor or their respective affiliates following the IPO, and none of the IPO Underwriters has been engaged by SVII, the Sponsor or any other party to the Merger Agreement in connection with the Transaction. As a result of the Waivers, you should not place any reliance on the prior participation of the IPO Underwriters in the IPO or the IPO Underwriters’ participation in SVII’s search for an initial business combination when you consider the Transaction and other transactions contemplated by this proxy statement/prospectus, and you should not assume that the IPO Underwriters are involved in the Transaction.

Your vote is important regardless of the number of shares you hold. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Extraordinary General Meeting in person (via the virtual meeting platform). Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person (via the virtual meeting platform), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and, if a valid quorum is otherwise established, will have no effect on the outcome of any vote on the proposals set forth in this proxy statement/prospectus. However, if SVII shareholders do not approve the Condition Precedent Proposals, the Transaction may not be consummated. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual attendance), you may withdraw your proxy and vote in person (including by virtual attendance).

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto and any documents incorporated into the proxy statement/​prospectus by reference) for a more complete description of the Transaction and related transactions and each of the proposals. SVII urges you to carefully read the entire proxy statement/prospectus. If you have any questions or need assistance voting your shares, please call SVII’s proxy solicitor, Sodali & Co., at (800) 662-5200. Banks and brokers may reach Sodali & Co. at (203) 658-9400. This notice of meeting and the accompanying proxy statement/prospectus are available at                 .

 

 

By Order of the Board of Directors,

 

Christopher Sorrells
Chief Executive Officer and Chairman

IF YOU SIGN AND RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR SVII PUBLIC SHARES, YOU MUST (1) IF YOU HOLD SUCH SVII PUBLIC SHARES THROUGH SVII UNITS, ELECT TO SEPARATE YOUR SVII UNITS INTO THE UNDERLYING SVII PUBLIC SHARES, SVII RIGHTS AND SVII PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE SVII PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT ALL OR SUCH PORTION OF YOUR SVII PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) TENDER OR DELIVER SUCH SVII PUBLIC SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE TRANSACTION IS NOT CONSUMMATED, THEN THE SVII PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SVII PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SVII PUBLIC SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING OF SVII SHAREHOLDERS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

 

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the website maintained by the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov. You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning Spring Valley Acquisition Corp. II (“SVII”), without charge, by written request at Spring Valley Acquisition Corp. II, 2100 McKinney Ave, Suite 1675, Dallas, TX 75201, or by telephone request at (214) 308-5230; or from SVII’s proxy solicitor by calling Sodali & Co. at (800) 662-5200 (banks and brokers may reach Sodali & Co. at (203) 658-9400), or by emailing SVII@info.sodali.com; or from the SEC through the SEC website at the address provided above.

In order to receive timely delivery of documents in advance of the Extraordinary General Meeting to be held on            , 2025, you must request the information no later than           , 2025 (five business days prior to the date of the Extraordinary General Meeting).

For more information, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

SUBMITTING PROXIES BY MAIL

If you are a SVII shareholder of record, there are two ways to vote your shares at the Extraordinary General Meeting:

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You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided.   If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your SVII Ordinary Shares will be voted as recommended by the SVII Board. With respect to the Proposals for the Extraordinary General Meeting, that means: “FOR” the Transaction Proposal, “FOR” the Advisory Amendment Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Plan Proposal and “FOR” the Adjournment Proposal.

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You can attend the Extraordinary General Meeting and vote at the Extraordinary General Meeting.   SVII will be hosting the Extraordinary General Meeting in person and via live webcast. If you attend the Extraordinary General Meeting, you may submit your vote at the Extraordinary General Meeting in person or online at                 , in which case any vote that you previously submitted will be superseded by the vote that you cast at the Extraordinary General Meeting.

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For more information, please see the section of this proxy statement/prospectus entitled “The Extraordinary General Meeting of SVII Shareholders.”

 

 

TABLE OF CONTENTS

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms a part of the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by Eagle Nuclear Energy Corp. (“New Eagle”), a Nevada corporation, constitutes a prospectus of New Eagle under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to the shares of New Eagle Common Stock and the New Eagle Warrants to be issued in the Transaction described herein, in each case, if the Transaction is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the Extraordinary General Meeting at which Spring Valley Acquisition Corp. II (“SVII”) shareholders will be asked to consider and vote upon a proposal to approve the Transaction by the adoption of the Merger Agreement described herein, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/​prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus nor the issuance of securities in connection with the Transaction will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

INDUSTRY AND MARKET DATA

New Eagle and Eagle Energy Metals Corp., a Nevada corporation (“Eagle”), as co-registrants of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, are responsible for the disclosure contained in this proxy statement/prospectus. In this proxy statement/prospectus, Eagle relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. This information appears in “Information About Eagle,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Eagle” and other sections of this proxy statement/prospectus. While Eagle has compiled, extracted, and reproduced industry data from these sources, none of SVII, New Eagle or Eagle has independently verified the data. Similarly, internal surveys, industry forecasts and market research, which Eagle believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While SVII, New Eagle and Eagle believe that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise and the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates from independent third parties, SVII, New Eagle or Eagle. See “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This proxy statement/prospectus contains trademarks, service marks and trade names belonging to SVII, New Eagle, Eagle or other entities. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to the knowledge of SVII, New Eagle and Eagle, the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its

 

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rights to these trademarks, service marks and trade names. SVII, New Eagle and Eagle do not intend the use or display of other entities’ trademarks, service marks or trade names in this proxy statement/prospectus to imply a relationship with, or endorsement or sponsorship of SVII, New Eagle or Eagle by, any other entities.

FREQUENTLY USED TERMS

In this proxy statement/prospectus, unless indicated otherwise or the context requires, the following terms have the meanings set forth below.

In this document:

“Adjournment Proposal” means the proposal, by way of ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies if, based on the tabulated votes at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote or if certain conditions under the Merger Agreement are not satisfied or waived or (ii) if the SVII Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with one or more proposals presented to shareholders for vote.

“Advisory Amendment Proposals” means the six separate governance proposals to approve, in each case by way of ordinary resolution and on a non-binding and advisory basis only, certain material changes between the SVII Articles and the New Eagle Organizational Documents.

“Aggregate Merger Consideration” means an aggregate of 23,350,000 shares of New Eagle Common Stock to be issued to the Eagle stockholders in connection with the Transaction.

“Ancillary Agreements” means the Sponsor Support Agreement, Voting and Support Agreements, Registration Rights Agreement, Lock-Up Agreements, PIPE Agreement, Common Stock Purchase Agreement and all other agreements, certificates and instruments executed and delivered by SVII, Eagle or Merger Sub in connection with the Transaction and specifically contemplated by the Merger Agreement.

“Aurora Energy” means Aurora Energy Metals Ltd.

“Aurora Option Agreement” means that certain Property Option Agreement, dated November 18, 2024 (as amended on November 17, 2024 and December 9, 2024), by and among Aurora Energy, Oregon Energy and Eagle, pursuant to which Eagle has the right to acquire Oregon Energy (including the Aurora Uranium Project) from Aurora.

“Aurora Uranium Project” refers to the largest mineable, measured and indicated uranium deposit in the United States situated in the state of Oregon, within Malheur County in the Quinn River Valley, which will be acquired pursuant to the Aurora Option Agreement. See “Information About Eagle — The Aurora Uranium Project (The Aurora Deposit and Cordex Zone).”

“broker non-vote” means the failure of a SVII shareholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Citi” means Citigroup Global Markets Inc.

“Class B Conversion” means the conversion by the SVII Initial Shareholders on January 25, 2024, in connection with the approval of the First SVII Articles Amendment, of 7,666,666 SVII Class B Ordinary Shares to SVII Class A Ordinary Shares on a one-for-one basis in accordance with the SVII Articles.

“Closing” means the closing of the Second Merger and the closing of the Transaction.

“Closing Date” means the date on which the Closing occurs.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Stock Purchase Agreement” means the amended and restated securities purchase agreement, dated as of September 29, 2025, by and between Eagle and the PIPE Investor, pursuant to which the PIPE

 

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Investor has purchased shares of Eagle Common Stock, the form of which is attached to this proxy statement/​prospectus as Annex H.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Condition Precedent Proposals” means the Transaction Proposal, the Nasdaq Proposal and the Equity Plan Proposal, each of which is cross-conditioned on the approval of each such other Proposal.

“Continental” means Continental Stock Transfer & Trust Company.

“Contribution Agreement” means the Contribution Agreement, dated as of September 29, 2025, by and between SVII and New Eagle, executed in connection with the Merger Agreement.

“Contributions” means the deposits to the Trust Account by the Sponsor, in the amount of $150,000 per month, pursuant to the Extension Promissory Note.

“DTC” means the Depository Trust Company.

“Eagle” or “Eagle Energy” means Eagle Energy Metals Corp., a Nevada corporation.

“Eagle Bylaws” means the means the bylaws of Eagle adopted on October 17, 2024, and as may be further amended, modified or supplemented from time to time.

“Eagle Charter” means the articles of incorporation of Eagle filed with the Secretary of State of the State of Nevada on October 17, 2024, and as may be further amended, modified or supplemented from time to time.

“Eagle Common Stock” means the common stock, par value $0.0001 per share, of Eagle.

“Effective Date” means the effective date of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part.

“Equity Plan Proposal” means the proposal, by way of ordinary resolution, to approve and adopt the New Eagle Equity Plan and any form award agreements thereunder, which proposal is conditioned on the approval of each of the other Condition Precedent Proposals.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Registration Rights Agreement” means the Registration and Shareholder Rights Agreement, dated as of October 12, 2022, by and among SVII and the Sponsor.

“Extension Promissory Note” means the unsecured promissory note, dated January 10, 2024, by and between SVII and the Sponsor, pursuant to which the Sponsor had agreed to make monthly Contributions to the Trust Account not to exceed $3,150,000 in the aggregate.

“Extension Promissory Note Maturity Date” means the earlier of (i) the date by which SVII must consummate an initial business combination pursuant to the SVII Articles, (ii) SVII’s consummation of an initial business combination, and (iii) if SVII does not consummate an initial business combination, the date of SVII’s termination, dissolution or winding up as determined in the sole discretion of the SVII Board.

“Extraordinary General Meeting” means the extraordinary general meeting of SVII, to be held on      , 2025 at      , Eastern Time, at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Ave, New York, NY 10017, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed.

“First Effective Time” means the effective time of the First Merger.

“First Merger” means the merger of Merger Sub 1 with and into SVII, with SVII surviving such merger as the Surviving Corporation, as a result of which, SVII shall become a direct, wholly owned subsidiary of New Eagle.

 

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“First SVII Articles Amendment” means the amendment to the amended and restated memorandum and articles of association of SVII, effective as of January 10, 2024, to (i) change the date by which SVII must consummate a business combination to October 17, 2025 or such later date as is determined by the SVII Board, (ii) to provide for the right of a holder of SVII Class B Ordinary Shares to convert such shares into SVII Class A Ordinary Shares on a one-for-one basis prior to SVII’s initial business combination, and (iii) to eliminate the limitation that SVII may not redeem SVII Public Shares to the extent that such redemption would cause SVII’s net tangible assets to be less than $5,000,001.

“First SVII EGM” means the extraordinary general meeting in lieu of an annual general meeting of SVII shareholders held on January 10, 2024.

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Governmental Authority” means any federal, state, county or local or non-U.S. government, governmental, national, supranational, regulatory, taxing or administrative authority, agency, instrumentality or commission or any legislature or court, tribunal, or judicial or arbitral body.

“Guggenheim” means Guggenheim Securities, LLC.

“Initial Merger Agreement” means the Agreement and Plan of Merger, dated as of July 30, 2025, by and among SVII, Merger Sub 2 and Eagle, which was subsequently amended and restated by the Merger Agreement.

“Initial Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of July 30, 2025, by and among SVII, Eagle and the Sponsor, executed in connection with the Initial Merger Agreement, which was subsequently amended and restated by the Sponsor Support Agreement.

“Initial Voting and Support Agreements” means, collectively, the Voting and Support Agreements, dated as of July 30, 2025, by and among SVII, Eagle and certain Eagle shareholders, executed in connection with the Initial Merger Agreement, which were subsequently amended and restated by the Voting and Support Agreements.

“IPO” means the initial public offering of SVII Units consummated by SVII on October 17, 2022.

“IPO Promissory Note” means the means the unsecured promissory note, dated January 26, 2021, by and between SVII and the Sponsor, as amended and restated on January 28, 2022 and subsequently amended and restated on September 26, 2022, to cover IPO offering costs not to exceed $300,000.

“IPO Prospectus” means the final prospectus for the IPO, dated as of October 12, 2022.

“IPO Underwriters” means Citi and Guggenheim, as the underwriters of the IPO.

“Insider Letter Agreement” means the Letter Agreement, dated as of October 12, 2022, by and among SVII, the Sponsor and certain individuals party thereto, as amended by the Insider Letter Agreement Amendment.

“Insider Letter Agreement Amendment” means Amendment No. 1 to Letter Agreement, dated as of January 10, 2024, by and among SVII, the Sponsor and certain individuals party thereto.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IR Act” means the Inflation Reduction Act of 2022.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, injunction, judgment, rule, regulation, executive order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

 

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“Lock-Up Agreements” means, collectively, the Lock-Up Agreements to be entered into at the Closing by and between New Eagle and each of the Sponsor and certain other holders of New Eagle securities upon the Closing, the form of which is attached to this proxy statement/prospectus as Annex J.

“Mergers” means the First Merger and the Second Merger.

“Merger Agreement” means the Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025, as it may be amended, supplemented, or otherwise modified from time to time, by and among SVII, New Eagle, Merger Sub 1, Merger Sub 2 and Eagle, which is attached to this proxy statement/​prospectus as Annex A.

“Merger Sub 1” means Spring Valley Merger Sub III, Inc., a Cayman Islands exempted company and wholly owned, direct subsidiary of New Eagle.

“Merger Sub 1 Ordinary Shares” means the ordinary shares, no par value, of Merger Sub 1.

“Merger Sub 2” means Spring Valley Merger Sub II, Inc., a Nevada corporation which became a wholly owned, direct subsidiary of New Eagle pursuant to the Contribution Agreement.

“Merger Sub 2 Common Stock” means the common stock, no par value, of Merger Sub 2.

“Merger Subs” means Merger Sub 1 and Merger Sub 2.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the proposal, by way of ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), to approve the issuance or potential issuance of SVII Class A Ordinary Shares or shares of New Eagle Common Stock in connection with the Transaction, including in connection with the Mergers, the PIPE Financing and the Oregon Acquisition, and any other issuances of SVII Class A Ordinary Shares or shares of New Eagle Common Stock and securities convertible into or exercisable for SVII Class A Ordinary Shares or shares of New Eagle Common Stock pursuant to subscription, purchase or other similar agreements that SVII or New Eagle may enter into prior to the Closing, which proposal is conditioned on the approval of each of the other Condition Precedent Proposals.

“New Eagle” means Eagle Nuclear Energy Corp., a Nevada corporation, including, where applicable, its consolidated subsidiaries after giving effect to the Transaction.

“New Eagle Board” means the board of directors of New Eagle, from time to time.

“New Eagle Bylaws” means the bylaws of New Eagle to be adopted in connection with the Closing, substantially in the form attached to this proxy statement/prospectus as Annex C.

“New Eagle Certificate of Designation” means the Series A Preferred Stock Certificate of Designation of New Eagle, the form of which is attached as Exhibit A to the PIPE Agreement.

“New Eagle Charter” means the amended and restated articles of incorporation of New Eagle to be adopted in connection with the Closing, substantially in the form attached to this proxy statement/prospectus as Annex B.

“New Eagle Common Stock” means the common stock, par value $0.0001 per share, of New Eagle, as contemplated by the New Eagle Charter.

“New Eagle Equity Plan” means the Eagle Nuclear Energy Corp. 2025 Equity Incentive Plan to be adopted in connection with the Closing, substantially in the form attached to this proxy statement/prospectus as Annex D.

“New Eagle Organizational Documents” means the New Eagle Charter and the New Eagle Bylaws.

“New Eagle PIPE Warrants” means the warrants to purchase shares of New Eagle Common Stock, the form of which is attached as Exhibit C to the PIPE Agreement.

 

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“New Eagle Private Warrant Agreement” means the Private Warrant Agreement once assigned to New Eagle pursuant to the Warrant Assumption Agreement.

“New Eagle Private Warrants” means warrants to purchase shares of New Eagle Common Stock pursuant to the Warrant Assumption Agreement.

“New Eagle Public Warrant Agreement” means the Public Warrant Agreement once assigned to New Eagle pursuant to the Warrant Assumption Agreement.

“New Eagle Public Warrants” means warrants to purchase shares of New Eagle Common Stock resulting from the automatic adjustment of the SVII Public Warrants in connection with the Closing pursuant to the New Eagle Public Warrant Agreement.

“New Eagle Preferred Stock” means the Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of New Eagle, having the rights, preferences and privileges set forth in the New Eagle Certificate of Designation.

“New Eagle Stockholders” means the holders of shares of New Eagle Common Stock.

“New Eagle Warrants” means warrants to purchase shares of New Eagle Common Stock pursuant to the New Eagle Warrant Agreements.

“New Eagle Warrant Agreements” means the New Eagle Public Warrant Agreement and the New Eagle Private Warrant Agreement.

“Non-Redemption Agreements” means the Non-Redemption Agreements entered into by SVII and the Sponsor with the NRA Investors on October 24, 2024, October 25, 2024, November 8, 2024, November 11, 2024 and November 12, 2024, in each case in connection with the Second SVII EGM, pursuant to which the parties thereto agreed that, in exchange for the NRA Investors agreeing not to redeem an aggregate of 2,075,000 SVII Public Shares in connection with the approval of the Second SVII Articles Amendment, the Sponsor would transfer, or forfeit and cause the issuance of, an aggregate of 691,666 SVII Founder Shares to the NRA Investors in connection with SVII’s completion of an initial business combination.

“NRA Investors” means the SVII shareholders party to the Non-Redemption Agreements, which are in each case third parties unaffiliated with SVII.

“NRS” means the Nevada Revised Statutes, as amended.

“Oregon Acquisition” means the acquisition of Oregon Energy (including the Aurora Uranium Project) from Aurora Energy pursuant to the Aurora Option Agreement.

“Oregon Energy” means Oregon Energy LLC, an Oregon limited liability company and, prior to the Oregon Acquisition, a subsidiary of Aurora Energy.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Pearl” means Pearl Energy Investment Management, LLC.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, company, joint venture, estate, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or Governmental Authority.

“PIPE Agreement” means the Amended and Restated Securities Purchase Agreement, dated as of September 29, 2025, by and among SVII, Eagle, New Eagle, and the PIPE Investor, pursuant to which such investor has agreed to acquire shares of New Eagle Series A Preferred Stock and New Eagle PIPE Warrants, the form of which is attached to this proxy statement/prospectus as Annex G.

“PIPE Financing” means the financing arrangements pursuant to the PIPE Agreement.

“PIPE Investor” means that certain accredited investor party to the PIPE Agreement.

 

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“Private Placement” means the private placement of SVII Private Warrants to the Sponsor in connection with the IPO.

“Private Warrant Agreement” means the Private Warrant Agreement, dated as of October 12, 2022, by and between SVII and Continental, as warrant agent.

“Proposals” means, collectively, (i) the Transaction Proposal, (ii) the Advisory Amendment Proposals, (iii) the Nasdaq Proposal, (iv) the Equity Plan Proposal and (v) the Adjournment Proposal.

“Public Warrant Agreement” means the Public Warrant Agreement, dated as of October 12, 2022, by and between SVII and Continental, as warrant agent.

“Registrar” means the Registrar of Companies of the Cayman Islands.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into at the Closing by and among New Eagle, the Sponsor and certain holders of New Eagle securities upon the Closing, the form of which is attached to this proxy statement/prospectus as Annex I.

“Rights Agreement” means the Rights Agreement, dated as of October 12, 2022, by and among SVII and Continental, as rights agent.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger” means the merger of Merger Sub 2 with and into Eagle, with Eagle surviving such merger as the Surviving Company, as a result of which, Eagle shall become a direct, wholly owned subsidiary of New Eagle.

“Second SVII Articles Amendment” means the amendment to the amended and restated memorandum and articles of association of SVII, effective as of November 13, 2024, to change the date by which SVII must consummate a business combination to October 17, 2025 or such earlier date as is determined by the SVII Board.

“Second SVII EGM” means the extraordinary general meeting of SVII shareholders held on November 13, 2024.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SPAC” means special purpose acquisition company.

“Sponsor” means Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Amended and Restated Sponsor Support Agreement, dated as of September 29, 2025, by and among SVII, New Eagle, Eagle and the Sponsor, executed in connection with the Merger Agreement, which is attached to this proxy statement/prospectus as Annex E.

“Subsidiary” or “Subsidiaries” of any Person means, with respect to such Person, any partnership, limited liability company, corporation or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; (b) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof; or (c) in any case, such Person controls the management thereof.

“Surviving Company” means Eagle immediately following consummation of the Second Merger.

“Surviving Company Common Stock” means the common stock, par value $0.0001 per share, of the Surviving Company.

 

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“Surviving Corporation” means SVII immediately following consummation of the First Merger.

“Surviving Corporation Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of the Surviving Corporation.

“SVII” or “Spring Valley” means Spring Valley Acquisition Corp. II, a Cayman Islands exempted company.

“SVII Articles” means the amended and restated memorandum and articles of association of SVII adopted by special resolution dated October 12, 2022 and effective on October 12, 2022, as amended by the First SVII Articles Amendment and the Second SVII Articles Amendment, and as may be further amended, modified or supplemented from time to time.

“SVII Board” means the board of directors of SVII.

“SVII Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of SVII.

“SVII Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of SVII.

“SVII Founder Shares” means the SVII Class B Ordinary Shares issued to the SVII Initial Shareholders prior to the IPO, including the SVII Class A Ordinary Shares issued in the Class B Conversion.

“SVII Initial Shareholders” means the holders of the SVII Founder Shares prior to the IPO and their permitted transferees, as applicable.

“SVII Ordinary Shares” means the SVII Class A Ordinary Shares and the sole issued and outstanding SVII Class B Ordinary Share.

“SVII Preference Shares” means the preference shares, par value $0.0001 per share, of SVII.

“SVII Private Warrants” means the private placement warrants to purchase SVII Class A Ordinary Shares issued to the Sponsor in the Private Placement.

“SVII Public Shareholders” means the holders of SVII Public Shares.

“SVII Public Shares” means the SVII Class A Ordinary Shares issued as a component of the SVII Units.

“SVII Public Warrants” means the warrants to purchase SVII Class A Ordinary Shares issued as a component of the SVII Units.

“SVII Rights” means the rights to receive one-tenth (1/10) of one SVII Class A Ordinary Share upon the consummation of SVII’s initial business combination issued as a component of the SVII Units.

“SVII Service Provider” means the service provider of SVII expected to receive an aggregate of 300,000 shares of New Eagle Common Stock at the Closing in satisfaction of $2.5 million in fees due to such service provider.

“SVII Units” means the units issued in the IPO, each of which consisted of one SVII Class A Ordinary Share, one SVII Right and one-half (1/2) of one SVII Public Warrant.

“SVII Warrants” means the SVII Public Warrants and the SVII Private Warrants.

“Tax” or “Taxes” means any and all federal, state, provincial, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, shares, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property, withholding, excise, production, value added, occupancy and other taxes, duties or similar assessments, imposed, administered, collected or assessed by a Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax, together with all interest, fines, penalties and additions imposed with respect to such amounts.

“Transaction” means, collectively, the Mergers and the other transactions contemplated by the Merger Agreement and the Transaction Documents.

 

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“Transaction Documents” means the Merger Agreement, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SVII, New Eagle, Eagle or the Merger Subs in connection with the Transaction and specifically contemplated by the Merger Agreement.

“Transaction Proposal” means the proposal, by way of ordinary resolution, to approve and adopt the Merger Agreement and the Transaction contemplated thereby, which proposal is conditioned on the approval of each of the other Condition Precedent Proposals.

“Trust Account” means the trust account established for the benefit of the SVII Public Shareholders in connection with the IPO, with Continental acting as trustee pursuant to the Trust Agreement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of October 12, 2022, by and between SVII and Continental, as trustee.

“Underwriting Agreement” means the Underwriting Agreement, dated as of October 12, 2022, by and among SVII and the IPO Underwriters.

“Voting and Support Agreements” means, collectively, the Amended and Restated Voting and Support Agreements, dated as of September 29, 2025, by and among SVII, New Eagle, Eagle and certain Eagle shareholders, executed in connection with the Merger Agreement, the form of which is attached to this proxy statement/prospectus as Annex F.

“Waivers” means the formal notices in writing received by SVII (at SVII’s request) from the IPO Underwriters, pursuant to which the IPO Underwriters gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of SVII’s initial business combination pursuant to the Underwriting Agreement, totaling approximately $8.1 million.

“Warrant Agreements” means the Public Warrant Agreement and the Private Warrant Agreement.

“Warrant Assumption Agreement” means the Warrant Assumption Agreement to be entered into at Closing by and among New Eagle, SVII and Continental. A copy of the form is attached as Exhibit 4.9 to the Registration Statement of which this proxy statement/prospectus forms a part.

“Working Capital Loans” means any loan made to SVII by the Sponsor, an affiliate of the Sponsor or certain of SVII’s officers or directors to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination.

 

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND
THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the Transaction. The following questions and answers may not include all the information that is important to SVII shareholders, who are urged to carefully read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.

Why am I receiving this proxy statement/prospectus?

​

A.

On September 29, 2025, SVII entered into the Merger Agreement with Eagle, New Eagle and the Merger Subs, which provides for the Transaction. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

​

Subject to its terms and conditions, the Merger Agreement provides that (i) at the First Effective Time, Merger Sub 1 will merge with and into SVII, with SVII surviving the First Merger as the Surviving Corporation, and, as a result of the First Merger, SVII will become a direct, wholly owned subsidiary of New Eagle, and (ii) at the Second Effective Time, Merger Sub 2 will merge with and into Eagle, with Eagle surviving the Second Merger as the Surviving Company, and, as a result of the Second Merger, Eagle will become a direct, wholly owned subsidiary of New Eagle. See “Proposal No. 1 — The Transaction Proposal — Merger Agreement” for further information regarding the terms and conditions of the Merger Agreement, including the Mergers and the consideration to be paid in the Transaction.

SVII shareholders are being asked to consider and vote upon the Transaction Proposal to approve and adopt the Merger Agreement and the Transaction contemplated thereby, among other Proposals, at the Extraordinary General Meeting. You are receiving this proxy statement/prospectus because you hold SVII Ordinary Shares as of the record date for the Extraordinary General Meeting.

The SVII Units, SVII Public Shares, SVII Rights and SVII Public Warrants are currently listed on Nasdaq under the symbols “SVIIU,” “SVII,” “SVIIR” and “SVIIW,” respectively. New Eagle expects to apply to list the shares of New Eagle Common Stock and the New Eagle Public Warrants on Nasdaq under the symbols “NUCL” and “NUCLW,” respectively, upon the Closing. There can be no assurance that the shares of New Eagle Common Stock or the New Eagle Public Warrants will be approved for listing on Nasdaq. All outstanding SVII Units will be separated into their underlying securities and all SVII Rights will convert into the underlying shares of New Eagle Common Stock in connection with the consummation of the Transaction. Accordingly, New Eagle will not have units or rights outstanding following consummation of the Transaction.

This proxy statement/prospectus and its annexes contain important information about the Transaction and the Proposals to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, carefully and in their entirety. This document also constitutes a prospectus of New Eagle with respect to certain shares of New Eagle Common Stock and New Eagle Warrants, in each case issuable in connection with the Transaction.

Q.

When and where is the Extraordinary General Meeting?

​

A.

The Extraordinary General Meeting will be held on           , 2025 at           , Eastern Time, at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Ave, New York, NY 10017, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed, for the purpose of considering and voting upon the Proposals set forth in this proxy statement/prospectus. The Extraordinary General Meeting will be conducted via live webcast, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of the SVII Articles. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting                 . Only shareholders who own SVII Ordinary Shares as of the close of business on the record date for the Extraordinary General Meeting will be entitled to attend the Extraordinary General Meeting.

​

 

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Q.

What matters will SVII shareholders consider at the Extraordinary General Meeting?

​

A.

At the Extraordinary General Meeting, SVII will ask its shareholders to vote in favor of the following Proposals:

​

•

Proposal No. 1 — The Transaction Proposal;

​

•

Proposal Nos. 2A through 2F — The Advisory Amendment Proposals;

​

•

Proposal No. 3 — The Nasdaq Proposal;

​

•

Proposal No. 4 — The Equity Plan Proposal; and

​

•

Proposal No. 5 — The Adjournment Proposal (if presented).

​

For more information on the Proposals, please see the sections entitled “Proposal No. 1 — The Transaction Proposal,” “Proposal Nos. 2A through 2F — The Advisory Amendment Proposals,” “Proposal No. 3 — The Nasdaq Proposal,” “Proposal No. 4 — The Equity Plan Proposal” and “Proposal No. 5 — The Adjournment Proposal.”

Q.

Are any of the Proposals conditioned on one another?

​

A.

The Closing is conditioned on the approval of the Condition Precedent Proposals. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each such other Proposal. Each of the Advisory Amendment Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

​

It is important to note that, if the Condition Precedent Proposals are not approved, then SVII will not consummate the Transaction. As per the Merger Agreement, if SVII does not consummate the Transaction and fails to complete an initial business combination by October 17, 2025, or such later date as may be approved by SVII shareholders, SVII will be required to dissolve and liquidate, and the SVII Warrants will expire worthless.

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A.

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations.”

​

Q.

What will happen in the Transaction?

​

A.

Pursuant to the Merger Agreement, each of the following transactions will occur in the following order: (a) (i) (A) immediately prior to the First Effective Time, the sole outstanding SVII Class B Ordinary Share will convert into one SVII Class A Ordinary Share, (B) each outstanding SVII Unit will separate and convert into its component securities, and (C) each outstanding SVII Right will convert, in multiples of ten, into the underlying SVII Class A Ordinary Shares, and (ii) at the First Effective Time, (A) Merger Sub 1 will merge with and into SVII pursuant to the First Merger, with SVII surviving the First Merger as the Surviving Corporation, and, as a result, SVII will become a direct, wholly owned subsidiary of New Eagle, (B) each SVII Class A Ordinary Share issued and outstanding immediately prior to the First Effective Time shall be canceled and converted into a number of shares of New Eagle Common Stock automatically on a one-for-one basis, following which all SVII Class A Ordinary Shares shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and (C) each then issued and outstanding SVII Warrant will convert automatically, on a one-for-one basis, into a New Eagle Warrant and SVII shall assign all of its right, title and interests in the Warrant Agreements to New Eagle pursuant to the Warrant Assumption Agreement; (b) at the Second Effective Time, (i) Merger Sub 2 will merge with and into Eagle pursuant to the Second Merger, with Eagle surviving as the Surviving Company, and, as a result, Eagle will become a direct, wholly owned subsidiary of New Eagle, (ii) each share of Merger Sub 2 Common Stock, issued and outstanding immediately prior to the Second Effective Time shall be converted into one share of Eagle Common Stock, (iii) at the Second Effective Time, each share of existing Eagle Common Stock issued and outstanding immediately prior to the Second Effective Time shall be canceled and converted into a number of shares of New Eagle Common Stock equal to the

​

 

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Exchange Ratio (as defined in the Merger Agreement) resulting in an aggregate of 23,350,000 shares of New Eagle Common Stock being issued to the Eagle stockholders. For more information, please see the section entitled “Proposal No. 1 — The Transaction Proposal.”

Q.

Why is SVII proposing the Transaction?

​

A.

SVII is a blank check company incorporated as a Cayman Islands exempted company on January 19, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. SVII may consummate a business combination with a target business in any geographic location or industry. If SVII does not consummate the Transaction and fails to complete an initial business combination by October 17, 2025, or such later date as may be approved by SVII shareholders, SVII will be required to dissolve and liquidate.

​

Of the net proceeds from the IPO and the Private Placement, approximately $235.8 million ($10.25 per SVII Unit) was placed into the Trust Account immediately following the IPO. In connection with the approval of the First SVII Articles Amendment, SVII shareholders holding 8,362,234 SVII Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of approximately $90,726,471. In connection with the approval of the Second SVII Articles Amendment, SVII shareholders holding 12,424,337 SVII Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.43 per share, for an aggregate redemption amount of approximately $142,085,423. As of June 30, 2025, the remaining funds held in the Trust Account were approximately $26.1 million. In accordance with the SVII Articles, the funds held in the Trust Account will be released upon the consummation of the Transaction. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Transaction?”

There are currently 9,880,096 SVII Ordinary Shares issued and outstanding, consisting of 9,880,095 SVII Class A Ordinary Shares and one SVII Class B Ordinary Share, of which 2,213,429 are SVII Public Shares and 7,666,667 are SVII Founder Shares. In addition, there are currently 24,850,000 SVII Warrants issued and outstanding, consisting of 11,500,000 SVII Public Warrants and 13,350,000 SVII Private Warrants, and 23,000,000 SVII Rights issued and outstanding. Each whole SVII Warrant entitles the holder thereof to purchase one SVII Class A Ordinary Share (or, following the Transaction, one share of New Eagle Common Stock) at an exercise price of $11.50 per share, subject to adjustment. The SVII Warrants (or, following the Transaction, the New Eagle Warrants) will become exercisable 30 days after the consummation of the Transaction and will expire five years after the consummation of the Transaction, or earlier upon redemption or liquidation. Each SVII Right entitles the holder thereof to receive one-tenth (1/10) of one SVII Class A Ordinary Share immediately prior to the First Effective Time. No fractional shares will be issued upon conversion of any SVII Rights, so holders must hold SVII Rights in denominations of 10 in order to receive a SVII Class A Ordinary Share immediately prior to the First Effective Time. There are no SVII Preference Shares issued and outstanding.

Under the SVII Articles, SVII must provide all holders of SVII Public Shares with the opportunity to have their SVII Public Shares redeemed upon the consummation of the Transaction. Holders of SVII Rights and SVII Warrants do not have redemption rights with respect to such rights and warrants in connection with the Transaction. Pursuant to the Transaction and without further action on the part of SVII shareholders, the sole outstanding SVII Class B Ordinary Share will convert into one SVII Class A Ordinary Share, each SVII Unit will separate and convert into its component securities, each outstanding SVII Right will convert, in multiples of ten, into the underlying SVII Class A Ordinary Shares, and each SVII Ordinary Share and SVII Warrant outstanding immediately prior to the First Effective Time will convert to one outstanding share of New Eagle Common Stock or one New Eagle Warrant, respectively. All outstanding SVII Units will be separated into their underlying securities and all SVII Rights will convert into the underlying shares of New Eagle Common Stock in connection with the consummation of the Transaction. Accordingly, New Eagle will not have units or rights outstanding following consummation of the Transaction.

Before reaching its decision to approve the Transaction, the SVII Board reviewed the results of the due diligence conducted by SVII’s management and advisors and also considered potentially positive and

 

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potentially material negative factors as part of its evaluation of the Transaction. See sections “The Transaction Proposal — SVII Board’s Reasons for the Approval of the Transaction” and “Risk Factors” for details on these factors.

Q.

What is the PIPE Financing?

​

A.

In connection with the transactions contemplated by the Merger Agreement, SVII and Eagle entered into the PIPE Agreement with the PIPE Investor. Pursuant to the PIPE Agreement, the PIPE Investor has agreed, among other things, to purchase, at the Closing, 29,700 shares of New Eagle Preferred Stock and New Eagle PIPE Warrants to purchase an aggregate of 2,500,000 shares of New Eagle Common Stock, at an exercise price of $12.00 per share, for an aggregate purchase price of $29,700,000. For more information regarding the key terms of the PIPE Financing, including the shares of New Eagle Preferred Stock and New Eagle PIPE Warrants to be issued to the PIPE Investor, see the sections entitled “Proposal No. 1 — The Transaction Proposal — Ancillary Agreements — PIPE Agreement” and “Description of New Eagle Securities.” See also the section entitled “Proposal No. 1 — The Transaction Proposal — Ancillary Agreements — Common Stock Purchase Agreement” for information regarding other transactions between Eagle and the PIPE Investor.

​

Q.

Who is Eagle?

​

A.

Eagle Energy Metals Corp. is a next-generation nuclear energy company that will seek to combine domestic uranium exploration and development with proprietary small modular reactor (SMR) technology. Eagle is an early-stage company and has limited operating history, no current revenues and has been operating at a net loss since incorporation. Eagle does not currently own, but holds an option to acquire, the largest mineable, measured and indicated uranium deposit in the United States, referred to as the Aurora Uranium Project, located in southeastern Oregon. The Aurora Uranium Project includes the Aurora deposit (“Aurora”), with an estimated 32.75 million pounds (Indicated) and 4.98 million pounds (Inferred) of near surface uranium, and the adjacent Cordex zone (“Cordex” or the “Cordex Zone”). Eagle’s SMR technology, developed under an exclusive license agreement with UNM Rainforest Innovations (“UNMRI”), the technology licensing arm of the University of New Mexico (the “SMR License Agreement”), is based on liquid metal-cooled reactors. It includes the Very-Small, Long-Life, and Modular Reactor (“VSLLIM”), with electrical generation capacities of less than 10MWth, and the Scalable Liquid Metal-cooled Modular Reactor (“SLIMM”), with output capacities between 10MWth and 100MWth.

​

Eagle’s mission is to supply uranium to the growing nuclear energy industry and play a leading role in the global transition to clean, reliable, and affordable energy. Eagle is committed to meeting rising demand for resilient, cost-effective energy and supporting advanced computing and artificial intelligence by providing uranium for both traditional nuclear reactors and the SMRs it plans to develop. Eagle may also enter into offtake agreements to sell excess uranium to energy producers, utilities, nuclear fuel fabricators, and advanced reactor developers seeking secure domestic supply. By combining a substantial uranium asset with advanced SMR technology, Eagle is seeking to create an integrated nuclear platform positioned to help restore American leadership in the global nuclear industry.

Q.

Who is Oregon Energy?

​

A.

Oregon Energy currently owns the Aurora Uranium Project and is a subsidiary of Aurora Energy. Eagle will acquire Oregon Energy (including the Aurora Uranium Project) from Aurora Energy pursuant to the Aurora Option Agreement.

​

Q.

What is the Aurora Option Agreement and how is it expected to impact New Eagle?

​

A.

The Aurora Option Agreement provides Eagle with the right to acquire Oregon Energy (including the Aurora Uranium Project). In connection with the Mergers and the Transaction, Eagle will exercise its right to acquire Oregon Energy (including the Aurora Uranium Project) and cause the transfer of 1,600,000 shares of New Eagle Common Stock, constituting a portion of the Aggregate Merger Consideration, to Aurora Energy with such shares valued at $16 million reflecting a per share price of $10.00.

​

 

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Q.

What equity stake will current SVII shareholders and Eagle stockholders hold in New Eagle immediately after the completion of the Transaction, and what are the possible sources and the extent of dilution that the SVII Public Shareholders that elect not to redeem their SVII Public Shares will experience in connection with the Transaction?

​

A.

The following table illustrates estimated ownership levels in New Eagle immediately following the consummation of the Transaction, based on the varying levels of redemptions by SVII Public Shareholders, and assumes that no New Eagle Warrants have been exercised and the following additional assumptions:

​

(1)

Assumes that no SVII Public Shareholders exercise redemption rights with respect to their SVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

​

(2)

Assumes that 25% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 553,357 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $6.5 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(3)

Assumes that 50% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 1,106,714 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $13 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(4)

Assumes that 75% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 1,660,072 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $19.6 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(5)

Assumes that all of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 2,213,429 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $26.1 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(6)

The NRA Investors, which agreed not to redeem an aggregate of 2,075,000 SVII Class A Ordinary Shares in connection with the Second SVII EGM, are entitled to receive an aggregate of 691,666 shares of New Eagle Common Stock from the Sponsor pursuant to the Non-Redemption Agreements. However, the NRA Investors may still redeem their SVII Class A Ordinary Shares in full in connection with the Transaction.

​

(7)

Assumes the Sponsor’s forfeiture of 4,566,667 shares of New Eagle Common Stock upon consummation of the Transaction and Sponsor’s transfer of 691,666 shares of New Eagle Common Stock to the NRA Investors. Independent directors of SVII retain 120,000 shares.

​

 

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(8)

Upon consummation of the Transaction, a total of 21,750,000 shares of New Eagle Common Stock would be issued to Eagle stockholders (excluding the 1,600,000 shares of New Eagle Common Stock to be transferred to Aurora Energy).

​

(9)

Includes 29,700 shares of New Eagle Preferred Stock to be issued to the PIPE Investor, which are convertible at any time from and after issuance at the option of the holder, into 2,500,000 shares of New Eagle Common Stock at a ratio of 1-to-84.18.

​

(10)

Represents shares to be issued to Aurora Energy for the acquisition of Oregon Energy (including the Aurora Uranium Project) from Aurora Energy at a price of $16,000,000, which is settled by the issuance of 1,600,000 shares of New Eagle Common Stock at a price of $10.00 per share.

​

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information. Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Transaction itself):

(1)

Assumes that no SVII Public Shareholders exercise redemption rights with respect to their SVII Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

​

(2)

Assumes that 25% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 553,357 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate

​

 

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payment of approximately $6.5 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

(3)

Assumes that 50% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 1,106,714 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $13 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(4)

Assumes that 75% of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 1,660,072 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $19.6 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(5)

Assumes that all of SVII Public Shareholders who are not subject to a non-redemption agreement, holding 2,213,429 SVII Class A Ordinary Shares, will exercise their redemption rights for an aggregate payment of approximately $26.1 million (based on the estimated per-share redemption price of approximately $11.79 per share) from the Trust Account based on funds in the Trust Account as of May 31, 2025.

​

(6)

Assumes 23,000,000 SVII Rights are converted into 2,300,000 shares of New Eagle Common Stock.

​

(7)

Assumes 11,500,000 SVII Public Warrants are exercised at an exercise price of $11.50 per share.

​

(8)

Assumes 7,000,000 SVII Private Warrants are exercised at an exercise price of $11.50 per share.

​

(9)

Assumes 6,350,000 SVII Private Warrants are forfeited by the Sponsor.

​

For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

Q.

How has the announcement of the Transaction affected the trading price of the SVII securities?

​

A.

On July 30, 2025, the trading date preceding the announcement of the Transaction, the closing prices of the SVII Units, SVII Public Shares, SVII Rights and SVII Public Warrants as reported by Nasdaq were $11.80, $12.00, $0.18, and $0.28, respectively. As of           , 2025, the record date for the Extraordinary General Meeting, the closing prices of the SVII Units, SVII Public Shares, SVII Rights and SVII Public Warrants as reported by Nasdaq were $      , $      , $      , and $      , respectively. Holders of SVII securities should obtain current market quotations for the securities. The market price of SVII securities could vary at any time prior to Closing.

​

Q.

What happens to the funds held in the Trust Account upon consummation of the Transaction?

​

A.

After completion of the Transaction, if consummated, the funds held in the Trust Account will be used to pay SVII Public Shareholders who properly exercise their redemption rights and, after paying the redemptions, a portion is expected to be used to pay transaction expenses incurred by SVII and Eagle (estimated, as of June 30, 2025, for purposes of the inclusion of such estimate in the information contained in the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information,” to be approximately $5.4 million and $2.1 million, respectively), which estimate is subject to adjustment and may be different than the actual aggregate transaction expenses incurred and unpaid by SVII and Eagle as of and through the Closing Date.

​

Any additional proceeds from the funds held in the Trust Account are expected to be used to fund operating expenses of New Eagle. There can be no assurance that New Eagle will realize any remaining proceeds from the Trust Account or that any remaining proceeds will be meaningful, in which case New Eagle will be dependent on other available sources of liquidity to fund the intended uses described above, including any funds on hand, any funds generated through business operations and any funds that may be available to New Eagle through financing or other means, if and to the extent available.

In addition, the foregoing expected uses of funds held in the Trust Account represent Eagle’s current intentions based upon its current plans and business conditions, which could change in the future as New

 

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Eagle’s plans and business conditions evolve. As of the date of this proxy statement/prospectus, Eagle cannot predict with certainty all of the particular uses of the funds held in the Trust Account, or the amounts that New Eagle will actually spend on the uses set forth above. The amounts and timing of New Eagle’s actual expenditures may vary significantly depending on numerous factors, including the amount of remaining proceeds realized from the Transaction, if any, cash flows from operations and the anticipated growth of New Eagle’s business. New Eagle’s management will retain broad discretion over the allocation of the proceeds from the Transaction. Pending New Eagle’s use of the funds in the Trust Account, it is currently expected that such funds would be invested in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

Q.

Who will be the directors and officers of New Eagle if the Transaction is consummated?

​

A.

It is anticipated that, following consummation of the Transaction, the New Eagle Board will consist of five individuals. SVII, New Eagle and Eagle expect that the New Eagle Board members will be Manavdeep (Mark) Mukhija, Christopher Sorrells, Michael Kobler, Brian Goldmeier and Jeffrey Lipton. The initial officers of New Eagle upon the Closing are anticipated to be Mark Mukhija, [       ] and Kuljit Basi. See the section entitled “Management of New Eagle Following the Transaction” for additional information.

​

Q.

How will New Eagle be governed following the Transaction?

​

A.

Upon consummation of the Transaction, pursuant to the NRS and the New Eagle Organizational Documents, the New Eagle Board will be responsible for the management of New Eagle’s business and affairs and will serve as the ultimate decision-making body of New Eagle except for those matters reserved under Nevada law to New Eagle Stockholders. The New Eagle Board will oversee New Eagle’s management team, to whom it will delegate the power to manage New Eagle’s day-to-day operations. Forms of the New Eagle Organizational Documents are attached to this proxy statement/prospectus as Annexes B and C.

​

Q.

How will the Earnout Shares be payable upon achievement of the earnout target?

​

A.

Following the Closing, if, at any time during the Earnout Period, the VWAP of the shares of New Eagle Common Stock equals or the Earnout Target, then as soon as commercially practicable and in any event within five business days following the achievement of the Earnout Target, New Eagle will issue 1,500,000 Earnout Shares to the Earnout Recipients. If at any time during the Earnout Period there occurs any transaction resulting in a change of control of New Eagle, then New Eagle shall issue to the Earnout Recipients each such Earnout Recipient’s portion of the relevant Earnout Shares; provided that Earnout Shares shall be issued only once upon the occurrence of the foregoing event. The issuance of the Earnout Shares will be provided for by resolution of the New Eagle Board. The Earnout Recipients consist of certain members of Eagle management, as set forth on the Earnout Payment Spreadsheet (as defined in the Merger Agreement). To the extent that the Earnout Recipients are service providers of New Eagle after the Closing, the issuance of the Earnout Shares will be made under the New Eagle Equity Plan. The New Eagle Equity Plan will reserve the Earnout Shares for issuance to the Earnout Recipients, which shall be issued only upon achievement of the Earnout Target. If the Earnout Shares are issued to the Earnout Recipients within 180 days of the Closing Date, the Earnout Recipients shall not Transfer (as defined in the Lock-Up Agreements) any of the Earnout Shares until 180 days after the Closing Date. If the Earnout Target is not satisfied during the Earnout Period, the obligation to issue Earnout Shares pursuant to the Merger Agreement will terminate and no longer apply.

​

Q.

Are there material differences between my rights as a SVII shareholder and my rights as a New Eagle Stockholder?

​

A.

Yes, there are certain material differences between your rights as a SVII shareholder and your rights as a New Eagle Stockholder. Please see the sections entitled “Description of New Eagle Securities” and “Comparison of Shareholder Rights and Corporate Governance Matters” for more information.

​

Q.

What conditions must be satisfied to complete the Transaction?

​

A.

There are a number of closing conditions in the Merger Agreement, including that SVII shareholders

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have approved the Condition Precedent Proposals. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, please see the section entitled “Proposal No. 1 — The Transaction Proposal — Merger Agreement — Conditions to Closing.”

Q.

What happens if I sell my SVII Ordinary Shares before the Extraordinary General Meeting?

​

A.

The record date for the Extraordinary General Meeting will be earlier than the date that the Transaction is expected to be completed. If you transfer your SVII Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be able to seek redemption of your SVII Ordinary Shares because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your SVII Ordinary Shares prior to the record date, you will have no right to vote those shares at the Extraordinary General Meeting or to have them redeemed for a pro rata portion of the aggregate amount on deposit in the Trust Account.

​

Q.

What vote is required to approve the Proposals presented at the Extraordinary General Meeting?

​

A.

Approval of each of the Transaction Proposal, the Nasdaq Proposal, the Equity Plan Proposal and, if presented, the Adjournment Proposal, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued and outstanding SVII Ordinary Shares who, being present in person (including by virtual attendance) or by proxy and entitled to vote thereon, vote at the Extraordinary General Meeting.

​

Approval of each of the Advisory Amendment Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued and outstanding SVII Ordinary Shares who, being present in person (including by virtual attendance) or by proxy and entitled to vote thereon, vote at the Extraordinary General Meeting. A vote to approve each of the Advisory Amendment Proposals is an advisory vote, and therefore, is not binding on SVII or Eagle or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding, advisory votes on the Advisory Amendment Proposals, SVII and Eagle intend that the New Eagle Organizational Documents, in the forms attached to this proxy statement/prospectus as Annexes B and C, and containing the provisions noted in the Advisory Amendment Proposals, will take effect in connection with the Closing, assuming approval of the Condition Precedent Proposals.

The SVII Initial Shareholders and SVII’s directors and officers agreed to vote in favor of SVII’s initial business combination, which would include the Transaction, pursuant to the Insider Letter Agreement, and they are expected to vote any SVII Ordinary Shares over which they have voting control in favor of each of the Proposals. As a result, as of the date of this proxy statement/prospectus, no votes of holders of SVII Public Shares will be required to approve any of the Proposals, even if all the SVII Public Shares are voted against such Proposals.

The Closing is conditioned on the approval of the Condition Precedent Proposals. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each such other Proposal. Each of the Advisory Amendment Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

It is important to note that, if the Condition Precedent Proposals are not approved, then SVII will not consummate the Transaction. If SVII does not consummate the Transaction and fails to complete an initial business combination by October 17, 2025, or such later date as may be approved by SVII shareholders, SVII will be required to dissolve and liquidate, and the SVII Warrants will expire worthless.

Q.

Do the Eagle stockholders need to approve the Transaction?

​

A.

Pursuant to the Merger Agreement, as soon as reasonably practicable after the registration statement on Form S-4 of which this proxy statement/prospectus forms a part becomes effective, Eagle has agreed that it will solicit a written consent from the Eagle stockholders approving and adopting the Merger Agreement, the Mergers and, to the extent required by law, the Transaction. The Merger Agreement may be terminated under certain circumstances prior to the Closing, including by written notice from SVII to

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xx

 

Eagle if the requisite approval of Eagle stockholders is not obtained within ten business days after the registration statement on Form S-4 of which this proxy statement/prospectus forms a part becomes effective.

Q.

Is SVII required to have a minimum amount of cash after redemptions in order to close the Transaction?

​

A.

There is no minimum cash condition under the Merger Agreement. In addition, the SVII Articles do not currently have a net tangible asset requirement.

​

Q.

May the SVII Initial Shareholders and SVII’s directors and officers or their affiliates purchase SVII Ordinary Shares in connection with the Transaction?

​

A.

Subject to applicable securities laws, the Sponsor or SVII’s directors, officers, advisors or their affiliates may purchase SVII Public Shares, SVII Rights or SVII Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Transaction, although they are under no obligation to do so. There is no limit on the number of SVII Public Shares, SVII Rights or SVII Public Warrants such persons may purchase in such transactions, subject to compliance with applicable law, including Rule 14e-5 under the Exchange Act, and Nasdaq rules. None of the funds held in the Trust Account will be used to purchase SVII Public Shares, SVII Rights or SVII Public Warrants in such transactions. Such persons will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act. Such purchases may include a contractual acknowledgment that a shareholder, although still the record holder of SVII Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or SVII’s directors, officers, advisors or their affiliates purchase SVII Public Shares in privately negotiated transactions from SVII Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem such shares. See the section entitled “Proposal No. 1 — The Transaction Proposal — Potential Actions to Secure Requisite Shareholder Approvals” for more information.

​

Q.

How many votes do I have at the Extraordinary General Meeting?

​

A.

SVII shareholders are entitled to one vote at the Extraordinary General Meeting for each SVII Ordinary Share held of record as of the record date. As of the close of business on the record date, there were 9,880,096 SVII Ordinary Shares issued and outstanding, consisting of 9,880,095 SVII Class A Ordinary Shares and one SVII Class B Ordinary Share.

​

Q.

How will the SVII Initial Shareholders and SVII’s directors and officers vote?

​

A.

As of the record date, the SVII Initial Shareholders and SVII’s directors and officers beneficially own an aggregate of approximately 77.6% of the issued and outstanding SVII Ordinary Shares on the record date. In connection with SVII’s IPO, the SVII Initial Shareholders and SVII’s directors and officers agreed to waive their redemption rights with respect to their SVII Founder Shares and any SVII Public Shares they may hold in connection with the completion of SVII’s initial business combination, which would include the Transaction, pursuant to the Insider Letter Agreement. A copy of the Insider Letter Agreement is included as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. The SVII Initial Shareholders and SVII’s officers and directors did not receive compensation in exchange for their agreement to waive their redemption rights. In addition, the Sponsor agreed, pursuant to the Sponsor Support Agreement, not to redeem its SVII Ordinary Shares in connection with the Transaction. The SVII Initial Shareholders and SVII’s directors and officers also agreed to vote in favor of SVII’s initial business combination, which would include the Transaction, pursuant to the Insider Letter Agreement, and they are expected to vote any SVII Ordinary Shares over which they have voting control in favor of each of the Proposals set forth in this proxy statement/prospectus. As a result, as of the date of this proxy statement/prospectus, no votes of holders of SVII Public Shares will be required to approve any of the Proposals, even if all the SVII Public Shares are voted against such Proposals.

​

Q.

What interests do the SVII Initial Shareholders and SVII’s directors and officers have in the Transaction?

​

A.

When you consider the recommendation of the SVII Board to vote in favor of approval of the Proposals,

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you should keep in mind that the SVII Initial Shareholders and certain of SVII’s directors and officers have interests in the Transaction that are different from, in addition to, or in conflict with, your interests as a shareholder. See the section entitled “Proposal No. 1 — The Transaction Proposal — Interests of SVII Initial Shareholders, Directors and Officers in the Transaction.” See also the sections entitled “Risk Factors” and “Beneficial Ownership of Securities” for more information and other risks.

Q.

Do any of Eagle’s officers or directors have a conflict of interest with unaffiliated security holders of SVII with respect to the Transaction or the approval of the Condition Precedent Proposals?

​

A.

Eagle does not believe that any of its directors or officers have any actual or potential material conflicts of interest with unaffiliated security holders of SVII with respect to the Transaction, including whether to proceed with the Transaction, or the approval of the Condition Precedent Proposals.

​

Q.

Who is the Sponsor?

​

A.

Spring Valley Acquisition Sponsor II, LLC, the Sponsor, is a Delaware limited liability company. The Sponsor was formed prior to the IPO for the purpose of acting as the sponsor of SVII. Other than its investment in and support of SVII, the Sponsor is not engaged in any business. The Sponsor made an initial investment of $25,000 to cover certain pre-IPO expenses, in exchange for the issuance of the SVII Founder Shares, or approximately $0.004 per share, and subsequently transferred 40,000 SVII Founder Shares to each of SVII’s three independent directors. In connection with the closing of the IPO, the Sponsor purchased the SVII Private Warrants for an aggregate purchase price of $13,350,000.

​

The Sponsor owns 76.4% of the issued and outstanding SVII Ordinary Shares as of the date of this proxy statement/prospectus. The Sponsor is controlled by Pearl Energy Investment II, L.P., which is controlled by William Quinn, and is an affiliate of Pearl, a Dallas, Texas-based investment firm founded by Mr. Quinn in 2015. Pearl focuses on partnering with best-in-class management teams to invest in the North American energy industry, typically targeting opportunities requiring $25 million to $100 million of equity capital. Over the course of their careers, the principals at Pearl have executed on billions of dollars of aggregate transaction value through direct investment, financing and acquisitions, with experience spanning venture to late stage buyout and across all parts of the business cycle.

An affiliate of Pearl also formed and sponsored Spring Valley Acquisition Corp. (“Spring Valley I”), a SPAC similar to SVII that was formed to consummate an initial business combination. Spring Valley I completed its initial public offering in November 2020, in which it sold 23,000,000 units, each consisting of one Class A ordinary share of Spring Valley I and one-half of one redeemable warrant to purchase one Class A ordinary share of Spring Valley I, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $230,000,000. In December 2021, Spring Valley I announced its plans to consummate a business combination transaction with NuScale Power, LLC, an industry leading provider of proprietary and innovative advanced nuclear small modular reactor (“SMR”) technology (the “NuScale Merger”). The NuScale Merger, which had an enterprise value of approximately $1.9 billion, closed in May 2022. Concurrently with the execution of the merger agreement in December 2021 (other than two investors who entered into subscription agreements in March 2022 and April 2022, respectively), Spring Valley I entered into subscription agreements with certain investors to subscribe for an aggregate of 23,700,002 shares of common stock of the post-closing company, NuScale Power Corporation, for an aggregate commitment amount of $235,000,000 (the “NuScale PIPE Investment”). The NuScale PIPE Investment was consummated concurrently with the closing of the NuScale Merger.

Past performance by SVII’s management team, including with respect to Pearl and Spring Valley I, is not a guarantee of success with respect to the Transaction. You should not rely on the historical record of the performance of SVII’s management team or businesses associated with them, including Pearl and Spring Valley I, as indicative of the future performance of an investment in SVII or Eagle or the returns New Eagle will, or is likely to, generate going forward.

For information about conflicts of interest with respect to the Sponsor, see “Proposal No. 1 — The Transaction Proposal — Interests of SVII Initial Shareholders, Directors and Officers in the Transaction.” See also the sections entitled “Risk Factors” and “Beneficial Ownership of Securities” for more information and other risks.

 

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Q.

Did the SVII Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transaction?

​

A.

No. The SVII Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transaction because it relied on the financial skills and background of its officers and directors. The SVII Board believed that the SVII officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Transaction. The SVII Board comprises seasoned professionals with extensive expertise in finance, investment banking, and strategic advisory services. Specifically, our directors collectively possess over 100 years of experience in evaluating complex financial transactions, including mergers and acquisitions, capital markets activities, and valuation analyses across diverse industries. Christopher D. Sorrells, SVII’s Chief Executive Officer, has more than 30 years of experience in natural resources and decarbonization and has led major financings and mergers and acquisitions at NGP Energy Technology Partners. David Buzby, SVII’s independent director, has more than 30 years of experience in renewables, has raised $1.5 billion and has served on various boards of directors, including that of Stem, Inc. Rich Thompson, SVII’s independent director, has more than 35 years of experience in renewable energy and power electronics and has served as the Chief Executive Officer of Power-One, Inc., overseeing billion-dollar public exits, and as a strategic advisor to Sumeru Equity Partners, managing investments in energy technology firms. Kevin Pohler, SVII’s director, has a decade of experience in energy private equity at Pearl Energy Investments and holds an M.B.A. from Stanford. This extensive expertise enabled the Board to thoroughly assess the transaction’s financial terms, valuation, and strategic alignment without a third-party valuation or fairness opinion.

​

Q.

What are some of the positive and negative factors that the SVII Board considered when determining to enter into the Merger Agreement and its rationale for approving the Transaction?

​

A.

In evaluating the transaction with Eagle, the SVII Board consulted with its management, advisors and legal counsel, as well as financial and other consultants, and considered and evaluated several factors. In particular, the SVII Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Transaction:

​

•

Reasonableness of Consideration.   Following a review of the financial data provided to SVII and the due diligence of Eagle’s business conducted by SVII’s management and SVII’s advisors, the SVII Board determined that the aggregate consideration to be paid in the Transaction was reasonable.

​

•

Transaction Proceeds.   Depending on the extent of redemptions by SVII Public Shareholders and on the final amount of the expenses incurred in connection with the Transaction, the Transaction is expected to provide up to approximately $55 million of gross proceeds to Eagle.

​

•

Due Diligence.   The SVII Board reviewed and discussed in detail the results of the due diligence examination of Eagle conducted by SVII’s management team and SVII’s financial and legal advisors, including virtual meetings with the management team and advisors of Eagle regarding Eagle’s business and business plan, operations and prospects, review of material contracts and other material matters, as well general financial, technical, legal, regulatory and accounting due diligence.

​

•

Business and Financial Condition.   The SVII Board reviewed factors such as Eagle’s historical financial results, outlook and business and financial plans.

​

•

Post-Closing Economic Interest in New Eagle.   If the Transaction is consummated, SVII shareholders (other than SVII shareholders that sought redemption of their SVII Class A Ordinary Shares) would have a meaningful economic interest in New Eagle and, as a result, would have a continuing opportunity to benefit from the success of New Eagle upon the Closing.

​

•

Experienced Management Team.   The SVII Board believes that Eagle has a strong management team and that the senior management of Eagle, led by Mark Mukhija, P. Eng, intends to remain with Eagle in the capacity of officers or directors, which is expected to provide important continuity in advancing Eagle’s strategic and growth goals.

​

 

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•

Commitment of Eagle’s Owners.   The SVII Board considered the fact that Eagle’s Chief Executive Officer and the majority shareholders of Eagle, Fortuna Investments, are not selling any of their current shareholdings of Eagle in connection with the Transaction, and as such, will continue to own more than a majority of the share of New Eagle Common Stock on a pro forma basis, which the SVII Board believed reflects such shareholders’ belief in and commitment to the continued growth prospects of New Eagle going forward.

​

•

Terms of the Merger Agreement and the Related Agreements.   The SVII Board considered the terms and conditions of the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Mergers, each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the transactions contemplated thereby and the termination provisions as well as the strong commitment by both Eagle and SVII to complete the Transaction.

​

•

Post-Transaction Corporate Governance.   The fact that SVII will have certain post-closing corporate governance rights in New Eagle, including the right to nominate one director to the New Eagle Board, as further described in “Management of New Eagle Following the Transaction.”

​

•

Negotiated Transaction.   The financial and other terms of the Merger Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between SVII and Eagle.

​

•

Industry Growth Prospects.   Eagle operates in the nuclear industry, which the SVII Board believes is an attractive industry with strong growth prospects.

​

•

Strong Bipartisan Political Support for Nuclear Energy.   The SVII Board considered that support for nuclear and advanced nuclear solutions currently reflects a growing consensus among policymakers, investors, and industry leaders that these technologies are essential to achieving long-term decarbonization and energy security goals.

​

•

Multiple Avenues to Accelerate Organic Growth Opportunities.   The SVII Board considered that Eagle benefits from multiple opportunities to drive organic growth. Eagle’s value-creation strategies are focused on two distinct opportunities in the nuclear value chain as well as a range of existing and emerging applications critical to energy transition mandates both domestically and internationally.

​

The SVII Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Transaction, including, but not limited to, the following:

•

Macroeconomic Risks.   The risk that the future financial performance of New Eagle may not meet the SVII Board’s expectations due to factors in New Eagle’s control or out of its control.

​

•

Benefits May Not Be Achieved.   The risk that the potential benefits of the Transaction may not be fully achieved or may not be achieved within the expected timeframe.

​

•

Regulatory Risks.   The risk of changes in Eagle’s regulatory environment, including changes to nuclear regulation or laws.

​

•

Timeline Risks.   The risk that Eagle’s proposed timelines for any necessary approvals related to its operations may be delayed.

​

•

Technology Risks.   The risk that the development of Eagle’s SMR technology, and the surrounding pricing environment, may diverge from expectations.

​

•

Nuclear Risks.   The risk that nuclear accidents, even if wholly unrelated to Eagle’s business, may alter the prevailing industry and political tailwinds with respect to nuclear adoptions.

​

•

Redemption Risk.   The potential that a significant number of SVII’s shareholders elect to redeem their shares prior to the consummation of the Transaction and pursuant to the SVII Articles.

​

•

Execution Risk.   The potential risks and costs to SVII if the Transaction is not completed.

​

•

Exclusivity.   The fact that the Merger Agreement includes exclusivity provisions that prohibit SVII from soliciting other business combination proposals, as further discussed above in “— The Merger Agreement — Covenants — Covenants of SVII.”

​

•

Shareholder Vote.   The risk that SVII’s shareholders may fail to provide the votes necessary to approve and effect the Transaction.

​

 

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•

Closing Conditions.   The completion of the Transaction is conditioned on the satisfaction of certain closing conditions that are not within SVII’s control.

​

•

Listing Risks.   The challenges associated with preparing Eagle, a privately held entity, for the applicable disclosure, controls and listing requirements to which Eagle will be subject as a publicly traded company on Nasdaq.

​

•

Litigation.   The possibility of litigation challenging the Transaction or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Transaction.

​

•

Fees and Expenses.   The expected fees and expenses associated with the Transaction, some of which would be payable regardless of whether the Transaction is ultimately consummated.

​

•

SVII Shareholders Receiving a Minority Position in New Eagle.   The fact that current SVII shareholders will hold a minority interest in New Eagle, which will limit or preclude the ability of SVII’s current shareholders to influence corporate matters, including any future potential change in control or other material transaction.

​

•

Other Risks.   Various other risks associated with the Transaction, the business of SVII and the business of Eagle described under the section entitled “Risk Factors.”

​

In addition to considering the factors described above, the SVII Board also considered that the SVII Initial Shareholders, including SVII’s directors and officers, have interests in the Transaction as individuals that are in addition to, and that may be different from, the interests of SVII shareholders (see “Proposal No. 1 — The Transaction Proposal — Interests of SVII Initial Shareholders, Directors and Officers in the Transaction”). SVII’s independent directors reviewed and considered these interests during the negotiation of the Transaction and in evaluating and approving, as members of the SVII Board, the Merger Agreement and the Transaction contemplated therein.

The SVII Board concluded that the potential benefits that it expected SVII and its shareholders to achieve as a result of the Transaction outweighed the potentially negative factors associated with the Transaction. Accordingly, the SVII Board determined that the Merger Agreement and the Transaction (including the Mergers), were advisable, fair to and in the best interests of, SVII and its shareholders. To SVII’s knowledge, no conflicts under the corporate opportunities doctrine impacted the search process or the selection of the acquisition target, or will materially affect SVII’s ability to complete the Transaction.

The majority of the directors of SVII have not retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of Merger Agreement and/or preparing a report concerning the approval of the Transaction.

This explanation of the SVII Board’s reasons for approval of the Transaction is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Q.

What happens if the Transaction Proposal is not approved?

​

A.

If the Transaction Proposal is not approved and SVII does not consummate a business combination by October 17, 2025, or such later date as may be approved by SVII shareholders, SVII will be required to dissolve and liquidate.

​

Q.

Do I have redemption rights?

​

A.

If you are a holder of SVII Public Shares, you may redeem your SVII Public Shares for cash equal to the pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Transaction, including interest earned on the funds held in the Trust Account and not previously released to SVII to pay its taxes (if any), upon the consummation of the Transaction. Redemption rights are not available to holders of SVII Rights and SVII Warrants in connection with the Transaction. In connection with SVII’s IPO, the SVII Initial Shareholders and SVII’s directors and officers agreed to waive their redemption rights with respect to their SVII Founder Shares and any SVII Public Shares they may hold in connection with the completion of SVII’s initial business combination,

​

 

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which would include the Transaction, pursuant to the Insider Letter Agreement. The SVII Initial Shareholders and SVII’s officers and directors did not receive compensation in exchange for their agreement to waive their redemption rights. In addition, the Sponsor agreed, pursuant to the Sponsor Support Agreement, not to redeem its SVII Ordinary Shares in connection with the Transaction. The SVII Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $26.1 million on June 30, 2025, the estimated per share redemption price would have been approximately $11.79. This is greater than the $10.00 IPO price of the SVII Public Units. Additionally, SVII Public Shares properly tendered for redemption will only be redeemed if the Transaction is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to SVII to pay its taxes (if any) but less up to $100,000 of interest to pay dissolution expenses, in connection with the liquidation of the Trust Account if SVII does not complete a business combination within the applicable time period. See “The Extraordinary General Meeting of SVII Shareholders — Redemption Rights” for more information.

Q.

Is there a limit on the number of shares I may redeem?

​

A.

An SVII Public Shareholder, together with any of his, her or its affiliates or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the SVII Public Shares without SVII’s prior consent. Accordingly, all shares in excess of 15% of the SVII Public Shares owned by a holder will not be redeemed. On the other hand, a SVII Public Shareholder who holds less than 15% of the SVII Public Shares may redeem all of the SVII Public Shares held by such shareholder for cash.

​

Q.

Will how I vote affect my ability to exercise redemption rights?

​

A.

No. You may exercise your redemption rights whether you vote your SVII Public Shares for or against the Transaction Proposal or any other Proposal described in this proxy statement/prospectus, or do not vote your shares. As a result, the Proposals can be approved by shareholders who will redeem their SVII Public Shares and no longer remain shareholders, leaving shareholders who choose not to have their SVII Public Shares redeemed holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

​

As a result of the Waivers, you should not place any reliance on the prior participation of the IPO Underwriters in the IPO or the IPO Underwriters’ participation in SVII’s search for an initial business combination when you consider the Transaction and other transactions contemplated by this proxy statement/prospectus, and you should not assume that the IPO Underwriters are involved in the Transaction. See the question entitled “What are the potential impacts on the Transaction and related transactions resulting from the Waivers?”

Q.

What are the potential impacts on the Transaction and related transactions resulting from the Waivers?

​

A.

On September 30, 2024 and October 18, 2024, each of Citi and Guggenheim, respectively, constituting all of the IPO Underwriters, gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of SVII’s initial business combination pursuant to the Underwriting Agreement, totaling approximately $8.1 million.

​

The IPO Underwriters were previously paid an aggregate of $4.6 million in underwriting commissions at the time of the IPO. The IPO underwriting services provided by the IPO Underwriters were substantially complete at the time of the IPO, with any deferred fees payable to the IPO Underwriters contingent upon the closing of SVII’s initial business combination. As a result of the gratuitous Waivers, the transaction expenses payable by SVII at the consummation of the Transaction will be reduced by approximately $8.1 million.

SVII initiated the requests for the Waivers from the IPO Underwriters in light of industry conditions at the time. Specifically, SVII was aware of other SPACs that had received waivers of deferred fees, wherein no assistance was provided by IPO underwriters towards closing of a business combination transaction.

 

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However, waivers of fees for services that have already been rendered, such as the Waivers, are unusual and some investors may find the Transaction less attractive as a result. The IPO Underwriters did not provide any additional detail in the Waivers regarding their specific reasons for agreeing to provide the Waivers, and SVII did not correspond with the IPO Underwriters about such reasons. To SVII’s knowledge, the Waivers constitute the IPO Underwriters’ resignation and/or refusal to act, as applicable, as underwriters for all purposes related to SVII matters, including with respect to the Transaction. Such Waivers therefore indicate, to SVII’s knowledge, that none of the IPO Underwriters want to be associated with the disclosures in this proxy statement/prospectus or any underlying business analysis related to the Transaction. No IPO Underwriter has been involved in the preparation of any portion of this proxy statement/prospectus or the registration statement on Form S-4 of which such proxy statement/prospectus forms a part. There can be no assurances that the IPO Underwriters agree with the disclosure herein regarding the Waivers, and no inference can be drawn to this effect.

As a result of the Waivers, SVII Public Shareholders may be more likely to exercise their redemption rights with respect to their SVII Public Shares and the proceeds that New Eagle receives as a result of the Transaction may therefore be reduced. Additionally, as a result of the Waivers, SVII Public Shareholders may be more likely to vote against the Transaction. If the Condition Precedent Proposals are not approved, then SVII will not consummate the Transaction. If SVII does not consummate the Transaction and fails to complete an initial business combination by October 17, 2025, or such later date as may be approved by SVII shareholders, SVII will be required to dissolve and liquidate, and the SVII Rights and SVII Warrants will expire worthless.

For additional information, see the sections entitled “Proposal No. 1 — The Transaction Proposal — Underwriter Fee Waivers,” “Risk Factors — Risks Related to SVII and the Transaction — Each of the IPO Underwriters were to be compensated, in part, on a deferred basis for already-rendered underwriting services in connection with the IPO that were substantially complete at the time of the IPO, yet the IPO Underwriters have instead gratuitously waived their entitlement to such compensation” and “Risk Factors — Litigation or legal proceedings could expose any of SVII, Eagle or New Eagle to significant liabilities and may have a negative impact on SVII’s, Eagle’s or New Eagle’s respective reputations or business, as applicable, and may be negatively impacted in light of the Waivers.”

Q.

What happens if a substantial number of the SVII Public Shareholders vote in favor of the Transaction and exercise their redemption rights?

​

A.

As discussed above, SVII Public Shareholders may vote in favor of the Transaction Proposal or any other Proposal described in this proxy statement/prospectus and also exercise their redemption rights. Accordingly, the Transaction may be consummated even though the funds available from the Trust Account and the number of SVII Public Shareholders are reduced as a result of redemptions of SVII Public Shares. With fewer SVII Public Shares and SVII Public Shareholders, the trading market for shares of New Eagle Common Stock may be less liquid than the market for SVII Class A Ordinary Shares was prior to the Closing and New Eagle may not be able to continue to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Eagle’s business will be reduced.

​

Q.

How do I exercise my redemption rights?

​

A.

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on           , 2025 (two business days before the Extraordinary General Meeting), (i) (a) hold SVII Public Shares or (b) hold SVII Public Shares through SVII Units and elect to separate your SVII Units into the underlying SVII Public Shares, SVII Rights and SVII Public Warrants prior to exercising your redemption rights with respect to such SVII Public Shares; (ii) submit a request in writing that SVII redeem all or such portion of your SVII Public Shares for cash to Continental, SVII’s transfer agent; and (iii) tender or deliver your SVII Public Shares (and share certificates (if any) and other redemption forms) either physically or electronically through DTC to SVII’s transfer agent. The address of SVII’s transfer agent is listed under the question “Who can help answer my questions?” below.

​

SVII requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your SVII Public Shares generally will be faster than delivery of physical share certificates.

 

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A physical share certificate will not be needed if your shares are delivered to SVII’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and SVII’s transfer agent will need to act to facilitate the request. SVII Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is SVII’s understanding that shareholders should generally allot at least one week to obtain physical certificates from its transfer agent. However, SVII does not have any control over this process and it may take longer than one week. If it takes longer than anticipated to obtain a physical certificate, SVII Public Shareholders who wish to redeem their SVII Public Shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their SVII Public Shares. SVII Public Shareholders who hold their SVII Public Shares in street name will have to coordinate with their bank, broker or other nominee to have such shares certificated or delivered electronically. If you do not submit a written request and deliver your SVII Public Shares as described above, such shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with SVII’s consent. If you delivered your SVII Public Shares for redemption to SVII’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that SVII’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting SVII’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” See “The Extraordinary General Meeting of SVII Shareholders — Redemption Rights” for more information.

Q.

If I hold SVII Rights or SVII Warrants, can I exercise redemption rights with respect to such rights or warrants?

​

A.

No. There are no redemption rights with respect to the SVII Rights, the SVII Warrants or any SVII Class A Ordinary Shares underlying the SVII Rights or the SVII Warrants.

​

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A.

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations.”

​

Q.

What are the U.S. federal income tax consequences of the First Merger?

​

A.

In the opinion of Greenberg Traurig, LLP, counsel to SVII, the First Merger, taken together with the Second Merger and the PIPE Financing, should qualify for tax-deferred treatment under Section 351(a) of the Code, subject to the passive foreign investment company (“PFIC”) rules and the assumptions, qualifications and limitations described herein and in the opinion included as Exhibit 8.1 hereto. If the First Merger so qualifies, a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders”) generally should not recognize any gain or loss for U.S. federal income tax purposes on the receipt of New Eagle Common Stock in exchange for SVII Class A Ordinary Shares, subject to the PFIC rules. However, the receipt of New Eagle Warrants in exchange for SVII Public Warrants pursuant to the First Merger may cause U.S. Holders of SVII Public Warrants to recognize taxable gain regardless of whether the First Merger qualifies for tax-deferred treatment under Section 351(a) of the Code.

​

For a more complete discussion of the U.S. federal income tax considerations of the First Merger, including the PFIC rules, see the section entitled “Material U.S. Federal Income Tax Considerations —  U.S. Holders — Tax Consequences of the First Merger.”

Q.

How will the New Eagle Public Warrants differ from the New Eagle Private Warrants, and what are the related risks for any holder of New Eagle Public Warrants following the Transaction?

​

A.

The New Eagle Public Warrants are identical to the New Eagle Private Warrants, except that the New Eagle Private Warrants and the shares of New Eagle Common Stock issuable upon exercise of the New Eagle Private Warrants will not be transferable, assignable or salable until 30 days after the completion of

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the Transaction, subject to certain limited exceptions. Additionally, the New Eagle Private Warrants will be non-redeemable and will be exercisable at the election of the holder on a “cashless basis.”

Following the Closing, we may redeem your unexpired New Eagle Public Warrants prior to their exercise at a time that is disadvantageous to you, making your warrants worthless. New Eagle may redeem outstanding New Eagle Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant. To exercise such redemption right: (i) the last reported sale price of New Eagle Common Stock must equal or exceed $18.00 per share (as may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send notice of redemption to the warrant holders; and (ii) certain other conditions must be met. If and when the New Eagle Public Warrants become redeemable by New Eagle, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, New Eagle may redeem the New Eagle Public Warrants as set forth above even if the holders are otherwise unable to exercise the New Eagle Public Warrants. Redemption of the outstanding New Eagle Public Warrants could force you to: (A) exercise your New Eagle Public Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so; (B) sell your New Eagle Public Warrants at the then-current market price when you might otherwise wish to hold your New Eagle Public Warrants; or (C) accept the nominal redemption price which, at the time the outstanding New Eagle Public Warrants are called for redemption, is likely to be substantially less than the market value of your New Eagle Public Warrants.

If New Eagle calls the New Eagle Public Warrants for redemption, management of New Eagle will have the option to require all holders that wish to exercise the New Eagle Public Warrants to do so on a “cashless basis,” as described in the New Eagle Warrant Agreements. The exercise price and number of shares of New Eagle Common Stock issuable upon exercise of the New Eagle Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the New Eagle Public Warrants will not be adjusted for issuance of New Eagle Common Stock at a price below its exercise price. Additionally, in no event will New Eagle be required to net cash settle the New Eagle Public Warrants.

If SVII is unable to complete the Transaction within the period required by the SVII Articles, and SVII liquidates the funds held in the Trust Account, holders of the SVII Public Warrants will not receive any of such funds with respect to their SVII Public Warrants, nor will they receive any distribution from SVII assets held outside of the Trust Account with the respect to such SVII Public Warrants. Accordingly, the SVII Public Warrants may expire worthless.

Q.

What underwriting fees are payable in connection with the Transaction?

​

A.

On September 30, 2024 and October 18, 2024, each of Citi and Guggenheim, respectively, constituting all of the IPO Underwriters, gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of SVII’s initial business combination pursuant to the Underwriting Agreement, totaling approximately $8.1 million. See the question entitled “What are the potential impacts on the Transaction and related transactions resulting from the Waivers?”

​

Q.

Do I have appraisal rights if I object to the Transaction?

​

A.

SVII securityholders do not have appraisal or dissenters’ rights in connection with the Transaction under the Companies Act or the NRS. However, SVII shareholders are still entitled to exercise redemption rights as set out in the section entitled “The Extraordinary General Meeting of SVII Shareholders — Redemption Rights.”

​

Q.

What happens if the Transaction is not consummated?

​

A.

If, as a result of the termination of the Merger Agreement or otherwise, SVII does not complete an initial business combination by October 17, 2025, or such later date as may be approved by SVII shareholders, SVII will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the SVII Public Shares, at a per-share

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price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the Trust Account and not previously released to SVII to pay taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding SVII Public Shares, which redemption will completely extinguish SVII Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of SVII’s remaining shareholders and the SVII Board, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to SVII’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — Risks Related to SVII and the Transaction — SVII may not be able to consummate the Transaction within the period of time required by the SVII Articles, in which case it would cease all operations except for the purpose of winding up and it would redeem the SVII Public Shares and liquidate, in which case the SVII Public Shareholders may receive only $10.25 per share, or less than such amount in certain circumstances, and the SVII Rights and SVII Warrants will expire worthless” and “— SVII shareholders may be held liable for claims by third parties against SVII to the extent of distributions received by them upon redemption of their shares.”

The SVII Initial Shareholders have waived any right to any liquidating distribution with respect to the SVII Founder Shares. In the event of liquidation, there will be no distribution with respect to outstanding SVII Rights or SVII Warrants. Accordingly, the SVII Rights and SVII Warrants will expire worthless.

Q.

Can the Merger Agreement be terminated?

​

A.

It is currently anticipated that the Transaction will be consummated promptly following the Extraordinary Meeting. However, per Section 10.01 of the Merger Agreement, the Merger Agreement may be terminated under certain circumstances prior to the Closing, including the Merger, including, but not limited to, (i) by mutual written consent of SVII and Eagle, (ii) by written notice to Eagle from SVII (a) if Eagle is in breach of its respective representations, warranties or covenants or agreements of Eagle set forth in the Merger Agreement that is uncured and renders the conditions listed under Sections 9.02(a) and 9.02(b) of the Merger Agreement to obligations of SVII incapable of being satisfied on the date of Closing; if the Closing has not occurred on or before December 31, 2025, as such date may be extended; or (b) if the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or other law; (iii) by written notice to SVII from Eagle (a) if SVII is in breach of its respective representations, warranties, covenants or agreements of SVII set forth in the Merger Agreement that is uncured and would render certain of the conditions listed under Sections 9.03(a) and 9.03(b) to obligations of the Company incapable of being satisfied on the date of Closing; (b) if the Closing has not occurred on or before the Termination Date; or (c) if the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or other law; (iv) by written notice from Eagle to SVII if SVII shareholder approval is not obtained at the Special Meeting to approve the Transaction, including the Merger; or (v) by written notice from SVII to the Company if the Company stockholder approval is not obtained within ten (10) business days following the date on which the Registration Statement becomes effective.

​

Q.

When is the Transaction expected to be completed?

​

A.

It is currently anticipated that the Transaction will be consummated promptly following the Extraordinary General Meeting, provided that all other conditions to the consummation of the Transaction have been satisfied or waived, and in accordance with the order of transactions and the timing of such transactions discussed above under the question entitled “What will happen in the Transaction?”

​

For a description of the conditions to the completion of the Transaction, see the section entitled “Proposal No. 1 — The Transaction Proposal — Merger Agreement — Conditions to Closing.”

Q.

What do I need to do now?

​

A.

You are urged to carefully read and consider the information contained in this proxy statement/​prospectus, including the financial statements and annexes attached hereto and the other documents

​

 

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referred to herein, and to consider how the Transaction will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.

How do I vote?

​

A.

Each SVII Ordinary Share that you own in your name entitles you to one vote on each of the proposals presented at the Extraordinary General Meeting. Your one or more proxy cards show the number of SVII Ordinary Shares that you own. If you are a holder of record, there are two ways to vote your SVII Ordinary Shares at the Extraordinary General Meeting:

​

•

You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided.   If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your SVII Ordinary Shares will be voted as recommended by the SVII Board. With respect to the Proposals for the Extraordinary General Meeting, that means: “FOR” the Transaction Proposal, “FOR” the Advisory Amendment Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Plan Proposal and “FOR” the Adjournment Proposal.

​

•

You can attend the Extraordinary General Meeting and vote at the Extraordinary General Meeting.   SVII will be hosting the Extraordinary General Meeting in person and via live webcast. If you attend the Extraordinary General Meeting, you may submit your vote at the Extraordinary General Meeting in person or online at                 , in which case any vote that you previously submitted will be superseded by the vote that you cast at the Extraordinary General Meeting. See “— Registering for the Virtual Meeting” above for further details on how to attend the Extraordinary General Meeting online.

​

If you have any questions about how to vote or direct a vote in respect of your SVII Ordinary Shares, you may contact SVII’s proxy solicitor:

Sodali & Co.
333 Ludlow Street
5th Floor, South Tower
Samford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: SVII@info.sodali.com

Q.

What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?

​

A.

Failure to vote in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting, if a valid quorum is otherwise established, will have no effect on the outcome of the vote on any of the Proposals set forth in this proxy statement/prospectus. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Proposals set forth in this proxy statement/prospectus.

​

Q.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A.

If you sign and return the proxy card but do not give instructions on how to vote your shares, your SVII Ordinary Shares will be voted as recommended by the SVII Board. With respect to Proposals for the Extraordinary General Meeting, that means: “FOR” the Transaction Proposal, “FOR” the Advisory Amendment Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Plan Proposal and “FOR” the Adjournment Proposal.

​

 

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Q.

Do I need to attend the Extraordinary General Meeting to vote my shares?

​

A.

No. You are invited to attend the Extraordinary General Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Extraordinary General Meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the enclosed proxy card in the pre-addressed postage-paid envelope. Your vote is important. SVII encourages you to vote as soon as possible after carefully reading and considering the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

​

Q.

If I am not going to attend the Extraordinary General Meeting in person (including by virtual attendance), should I return my proxy card instead?

​

A.

Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

​

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A.

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. SVII believes the proposals presented to its shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the Extraordinary General Meeting but will not be counted for purposes of determining the number of votes cast at the Extraordinary General Meeting. If a valid quorum is otherwise established, broker non-votes will have no effect on the outcome of the vote on any of the proposals set forth in this proxy statement/prospectus. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote that has the effect of voting against the Transaction Proposal or any other Proposal set forth in this proxy statement/​prospectus also have the effect of exercising your redemption rights for a pro rata portion of the aggregate amount on deposit in the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the Transaction unless such shares are otherwise properly tendered for redemption and the Transaction is consummated.

​

Q.

May I change my vote after I have mailed my signed proxy card?

​

A.

Yes. If you are a shareholder of record, you may change your vote by sending a later-dated, signed proxy card to Sodali & Co., at 333 Ludlow Street, 5th Floor, South Tower, Samford, CT 06902, prior to the vote at the Extraordinary General Meeting, or attend the Extraordinary General Meeting and vote in person (including by virtual attendance). You also may revoke your proxy by sending a notice of revocation to Sodali & Co., provided such revocation is received prior to the vote at the Extraordinary General Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

​

Q.

What should I do if I receive more than one set of voting materials?

​

A.

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more

​

 

xxxii

 

than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.

What is the quorum requirement for the Extraordinary General Meeting?

​

A.

A quorum of SVII shareholders is necessary to hold a valid meeting. Holders of a majority in voting power of the issued and outstanding SVII Ordinary Shares entitled to vote at the Extraordinary General Meeting, present in person (including by virtual attendance) or by proxy, constitute a quorum.

​

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person or online at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum within half an hour from the time appointed for the Extraordinary General Meeting, the Extraordinary General Meeting will stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the SVII Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence, the shareholders present shall be a quorum.

As of the record date for the Extraordinary General Meeting, 4,940,049 SVII Ordinary Shares would be required to achieve a quorum.

Q.

What happens to SVII Rights or SVII Warrants I hold if I vote my SVII Class A Ordinary Shares against approval of the Transaction Proposal (or any of the other Proposals set forth in this proxy statement/​prospectus) or validly exercise my redemption rights?

​

A.

If you vote your SVII Class A Ordinary Shares against approval of the Transaction Proposal or any of the other Proposals described in this proxy statement/prospectus, it may be more likely that the Transaction will not be completed. Properly exercising your redemption rights as a SVII shareholder does not result in either a vote “FOR” or “AGAINST” the Transaction Proposal or any of the other Proposals described in this proxy statement/prospectus. If the Transaction is completed, all of your SVII Warrants be automatically adjusted to become New Eagle Warrants, and the SVII Rights will convert into the underlying shares of New Eagle Common Stock in connection with the consummation of the Transaction, as described in this proxy statement/prospectus. If the Transaction is not completed, you will continue to hold your SVII Rights and SVII Warrants, and if SVII does not otherwise consummate an initial business combination by October 17, 2025, or such later date as may be approved by SVII shareholders, SVII will be required to dissolve and liquidate, and your SVII Rights and SVII Warrants will expire worthless. SVII intends on holding a general meeting of its shareholders to extend the date by which it is required to complete an initial business combination to July 17, 2026. SVII Public Shareholders will be able to redeem their SVII Public Shares in connection with such meeting.

​

Q.

Who will solicit and pay the cost of soliciting proxies?

​

A.

SVII will pay the cost of soliciting proxies for the Extraordinary General Meeting. SVII has engaged Sodali & Co. to assist in the solicitation of proxies for the Extraordinary General Meeting. SVII has agreed to pay Sodali & Co. a fee of $15,000. SVII will reimburse Sodali & Co. for reasonable out-of-pocket expenses and will indemnify Sodali & Co. and its affiliates against certain claims, liabilities, losses, damages and expenses. SVII also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of SVII Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of SVII Ordinary Shares and in obtaining voting instructions from those owners. SVII’s directors, officers and employees (if any) may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q.

Where can I find the voting results of the Extraordinary General Meeting?

​

A.

The preliminary voting results will be announced at the Extraordinary General Meeting. SVII will publish

​

 

xxxiii

 

final voting results of the Extraordinary General Meeting on a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.

Q.

Who can help answer my questions?

​

A.

If you have questions about the proposals, or if you need additional copies of this proxy statement/​prospectus, or the enclosed proxy card, you should contact SVII’s proxy solicitor:

​

Sodali & Co.
333 Ludlow Street
5th Floor, South Tower
Samford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: SVII@info.sodali.com

You may also contact SVII at:

Spring Valley Acquisition Corp. II
2100 McKinney Ave, Suite 1675
Dallas, TX 75201
(214) 308-5230

To obtain timely delivery of the documents in advance of the Extraordinary General Meeting to be held on         , 2025, SVII shareholders must request the materials no later than       , 2025, five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about SVII from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

This proxy statement/prospectus incorporates certain documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the registration statement on Form S-4 of which this proxy statement/prospectus forms a part (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from SVII at the address and telephone number listed above.

If you intend to seek redemption of your SVII Public Shares, you will need to send a letter demanding redemption and deliver your SVII Public Shares (either physically or electronically) to SVII’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

 

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​	​	​	Interest in Securities	​	​	Other Compensation	​
Sponsor	​	​	The Sponsor paid $25,000 to cover certain pre-IPO expenses, in exchange for the issuance of the SVII Founder Shares, or approximately $0.004 per share, and subsequently transferred 40,000 SVII Founder Shares to each of SVII’s three independent directors. In connection with the closing of the IPO, the Sponsor purchased the SVII Private Warrants for an aggregate purchase price of $13,350,000. At the Closing, pursuant to the Sponsor Support Agreement, the Sponsor will forfeit an amount of shares of New Eagle Common Stock and New Eagle Warrants such that the Sponsor will hold (i) 3,100,000 shares of New Eagle Common Stock (inclusive of shares representing the aggregate 120,000 SVII Founder Shares transferred to SVII’s independent directors as noted above and an aggregate of 691,666 SVII Founder Shares to be transferred to the NRA Investors in connection with the Closing) and (ii) 8,500,000 New Eagle Warrants (including 1,500,000 New Eagle Warrants to be received upon conversion of the Contributions pursuant to the Extension Promissory Note (as defined below)). In connection with the approval of SVII’s first extension, SVII and the Sponsor entered into an unsecured promissory note (the “Extension Promissory Note”), pursuant to which the Sponsor made Contributions of $1,500,000 to the Trust Account. Such Contributions are anticipated to be converted into 1,500,000 New Eagle Private Warrants in connection with the consummation of the Transaction.	​	​	SVII has agreed to reimburse the Sponsor for any out-of-pocket expenses incurred in connection with activities on SVII’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by the Sponsor in connection with activities on SVII’s behalf. As of June 30, 2025, SVII has not reimbursed the Sponsor for any out-of-pocket expenses.	​
SVII Directors and Officers	​	​	In February 2021, the Sponsor transferred 40,000 SVII Founder Shares to each of SVII’s three independent directors.	​	​	SVII has agreed to reimburse its directors and officers for any out-of-pocket expenses incurred in connection with activities on SVII’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by its directors and officers in connection with activities on SVII’s behalf. As of June 30, 2025, SVII has not reimbursed its directors and officers for any out-of-pocket expenses.	​
NRA Investors	​	​	Pursuant to the Non-Redemption Agreements, the Sponsor is obligated transfer, or forfeit and cause the issuance of, an aggregate of 691,666 shares of New Eagle Common Stock to the NRA Investors at the Closing.	​	​	None	​

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16

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding SVII’s, New Eagle’s or Eagle’s, or their respective management team’s, expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•

SVII’s, New Eagle’s or Eagle’s ability to consummate the Transaction;

​

•

the benefits of the Transaction;

​

•

New Eagle’s financial performance following the consummation of the Transaction;

​

•

prospective and illustrative financial information included in this proxy statement/prospectus;

​

•

the ability to obtain or maintain the listing of the New Eagle Common Stock or the New Eagle Public Warrants on Nasdaq following the consummation of the Transaction;

​

•

changes in Eagle’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

​

•

Eagle’s strategic advantages and the impact those advantages will have on future financial and operational results;

​

•

expansion plans and opportunities, including total addressable market estimates;

​

•

Eagle’s ability to grow its business in a cost-effective manner;

​

•

the implementation, market acceptance and success of Eagle’s business model;

​

•

developments and projections relating to Eagle’s competitors and industry;

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•

Eagle’s approach and goals with respect to technology;

​

•

Eagle’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

​

•

the impact of the invasion of Ukraine by Russia, or the escalation of the conflict in Israel, on Eagle’s business;

​

•

changes in foreign currency exchange rates, which can affect revenue and foreign currency prices;

​

•

changes in applicable laws or regulations; and

​

•

the outcome of any known and unknown litigation and regulatory proceedings.

​

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing SVII’s, New Eagle’s or Eagle’s, or their respective management teams’, views as of any subsequent date, and SVII, New Eagle and Eagle do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, SVII’s, Eagle’s or New Eagle’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 

17

 

•

the timing of the Closing and the level of redemption rights that are exercised in respect of SVII Public Shares, which may adversely affect Eagle’s ability to execute its business plan;

​

•

the occurrence of any event, change or other circumstances that could delay the Transaction or give rise to the termination of the Merger Agreement;

​

•

the outcome of any legal proceedings that may be instituted against SVII, New Eagle or Eagle following announcement of the Transaction and transactions contemplated thereby;

​

•

the inability to complete the Transaction on a timely basis or at all due to the failure to obtain approval of SVII shareholders or to satisfy other conditions to the Closing in the Merger Agreement;

​

•

Eagle’s ability to continue as a going concern;

​

•

the ability to obtain or maintain the listing of the New Eagle Common Stock or the New Eagle Warrants on Nasdaq, following the consummation of the Transaction;

​

•

the risk that the Transaction disrupts current plans and operations of Eagle as a result of the announcement and consummation of the transactions described herein;

​

•

New Eagle’s ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition and the ability of Eagle to grow and manage growth profitably following the consummation of the Transaction;

​

•

costs related to the Transaction;

​

•

changes in applicable laws or regulations;

​

•

the effects of the invasion of Ukraine by Russia, or the escalation of the conflict in Israel, on Eagle’s business;

​

•

the ability to implement business plans, forecasts, and other expectations after the completion of the Transaction, and identify and realize additional opportunities;

​

•

the risk of downturns and the possibility of rapid change in the industry in which Eagle operates;

​

•

the risk that Eagle and its current and future collaborators are unable to successfully develop and commercialize Eagle’s products, or experience significant delays in doing so;

​

•

the risk that New Eagle may never achieve or sustain profitability;

​

•

the risk that New Eagle may need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

​

•

the risk that New Eagle experiences difficulties in managing its growth and expanding operations;

​

•

the risk that third-party providers are not able to fully and timely meet their obligations;

​

•

the risk that Eagle is unable to secure or protect its intellectual property;

​

•

the possibility that SVII, Eagle or New Eagle may be adversely affected by other economic, business, and/or competitive factors; and

​

•

other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

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18

 

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. The value of your investment in New Eagle following the consummation of the Transaction will be subject to significant risks affecting New Eagle and inherent in the industry in which Eagle operates. If any of the events described below occur, the post-combination business and financial results could be adversely affected in a material way. Any such event could cause the trading price of the New Eagle securities to decline, perhaps significantly, and you therefore may lose all or part of your investment.

The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in New Eagle. Additional risks and uncertainties not currently known to SVII, New Eagle or Eagle or which SVII, New Eagle or Eagle currently deem immaterial may also have a material adverse effect on New Eagle’s business, financial condition, results of operations, prospects and/or its share price. Shareholders should consult a legal adviser, an independent financial adviser or a tax adviser for legal, financial or tax advice prior to deciding whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus.

Risks Related to Eagle’s Business and Industry

Eagle is an early-stage company with limited to no operating history upon which investors can evaluate its future prospects.

Eagle is an early-stage company engaged in both uranium exploration and development and small modular reactor (SMR) technology development, and it has limited to no operating history upon which investors can evaluate its future prospects. Eagle’s uranium development business is in its formative stages, and it has not yet established a track record of commercial operations, revenue generation, or sustained profitability. Similarly, Eagle’s SMR business line is at a conceptual stage, with no working prototype constructed and no demonstrated commercial-scale performance. As a result, Eagle’s business and prospects must be considered in light of the significant problems, delays, uncertainties, and complications typically encountered by newly established businesses and by companies developing unproven technologies.

The lack of operating history in both Eagle’s mining and SMR business lines makes it difficult to evaluate its current business plan, performance, and future prospects. Eagle’s management has little basis on which to forecast future success, and its current and future expense levels are based largely on estimates of planned operations and anticipated revenues rather than actual experience. Eagle faces the risk that its competitors, many of whom have established operations, proven technologies, and greater resources, will perform better than Eagle in the relevant markets. There are no assurances that Eagle can successfully address the challenges inherent in early-stage mining or in the commercialization of SMR technology.

Because Eagle has not yet demonstrated the ability to operate profitably or at commercial scale in either business line, there is substantial uncertainty regarding its ability to achieve or sustain profitability. Eagle’s business, financial condition, and operating results could be materially and adversely affected if it is unable to overcome the obstacles associated with its limited operating history and the early-stage nature of its technologies. Investors should be aware that Eagle’s future success is highly uncertain and dependent on its ability to execute its business strategies, secure adequate funding, and achieve technical and commercial milestones in both uranium mining and SMR development.

Eagle is dependent on additional financing to conduct its business plan.

Both Eagle’s uranium and small modular reactor (SMR) business lines will require significant and ongoing investment to support their respective development, exploration, and commercialization activities. As an early-stage company with limited operating history and no current revenues, Eagle is highly dependent on its ability to attract and retain consistent sources of external funding to advance its projects and execute its business strategies.

To date, Eagle has devoted most of its financial resources to the acquisition and development of its mining assets and to the initial acquisition of its SMR technology. The capital requirements for both business lines are substantial and are expected to increase as Eagle progresses through exploration, permitting,

 

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engineering, regulatory compliance, infrastructure buildout, and, in the case of SMRs, advanced research, prototyping, and potential commercialization. Eagle’s current and future expense levels are based largely on estimates of planned operations and anticipated future revenues, rather than on actual experience or established revenue streams.

Even with the gross proceeds raised through recent private placements and a Regulation CF offering, Eagle will require additional financing to execute its business plans for both mining and SMR development. There is no assurance that future financing will be available, or that, if available, it will be on terms acceptable to the company. If Eagle is unable to secure additional funding when needed, it may be forced to delay, scale back, or discontinue certain development activities, which could materially and adversely affect Eagle’s business, financial condition, and operating results. Moreover, additional financing could impose significant restrictions on Eagle’s operations in the case of debt financing or result in substantial dilution for Eagle’s shareholders in the case of equity financing. These risks apply equally to both Eagle’s mining and SMR business lines, and the inability to obtain adequate funding on acceptable terms could limit Eagle’s ability to capitalize on opportunities, respond to competitive pressures, or achieve the company’s strategic objectives in either area. If Eagle is unable to obtain the necessary capital to fund its ongoing operations and planned growth, its business, prospects, financial condition, and results of operations could be materially and adversely affected across both its mining and SMR business lines.

Eagle has not generated profits or revenues, and does not expect to do so in the near term. As a result, Eagle’s ability to curtail future losses and reach sustained profitability is unproven, and it may never achieve or sustain profitability.

Eagle had minimal cash and cash equivalents as of November 30, 2024 and May 31, 2025, and had a net loss for the period from incorporation to November 30, 2024, and for the six months ended May 31, 2025. As of November 30, 2024 and May 31, 2025, Eagle’s net cash was $717 and $4,894,765, respectively, and its net loss was $1,020,057 and $1,692,101, respectively. To date, Eagle has devoted most of its financial resources to the acquisition of its interest in the Aurora Uranium Project and payments to its consultants and service providers. Because of the numerous risks and uncertainties associated with Eagle’s industry, it is unable to accurately predict the timing or amount of increased expenses or when or if it will be able to maintain profitability. Eagle expects to incur increased expenses as it continues the exploration and development of its assets. If any of the jurisdictions in which Eagle operates pass laws that regulate exploration and development of mining assets, particularly those prospective for uranium and other energy metals, then Eagle will likely see an increase in its expenses due to its attempts to comply with those regulations. Eagle also expects an increase in its expenses associated with creating additional infrastructure (including hiring additional personnel) to explore and develop its assets. As a result, Eagle may incur net losses and negative cash flows for the foreseeable future. These net losses and negative cash flows may have an adverse effect on Eagle’s shareholders’ equity and working capital. Eagle does not expect to generate any revenue or achieve profitability in the near term.

Eagle’s financial statements were prepared on a going concern basis.

Eagle’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As of November 30, 2024 and May 31, 2025, Eagle’s net cash was $717 and $4,894,765, respectively, and its net loss was $1,020,057 and $1,692,101, respectively. These factors raise significant doubt about Eagle’s ability to continue as a going concern within one year after the date of the financial statements being issued, which is dependent on its ability to raise additional funds and implement its business plan. Eagle’s financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern, and such adjustments could be material. Even with the gross proceeds of $3,047,306 raised through recent private placements and $4,974,209 raised through a recent Regulation CF offering, Eagle will require additional financing to execute on its business plan.

To date, Eagle has not generated any material revenue, and does not expect to generate material revenue for the foreseeable future while it has substantial overhead expenses. Eagle does not expect to generate meaningful revenue unless and until it acquires sole ownership and control of the Aurora Uranium Project and brings the project from its current exploration stage into commercial production, or is able to finalize development of and commercialize its SMR technology and related services, and Eagle may not be able to do

 

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so on its anticipated timetable, if at all. Eagle expects its expenses and capital expenditures to increase in connection with its ongoing activities, including developing and advancing its SMR technology and other products and services, obtaining Nuclear Regulatory Commission (NRC) design certification of and standard design approval (SDA) for its SMR technology and completing its manufacturing preparation and trials. Eagle also expects to incur additional costs associated with operating as a public company.

There is no assurance that future financing will be available, or that, if available, it will be on acceptable terms. Eagle’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategies. Moreover, any additional financing could impose undue restrictions on operations in the case of debt financing or result in substantial dilution for shareholders in the case of equity financing. If Eagle is unable to continue as a going concern, it may be forced to liquidate its assets and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements.

Eagle’s uranium exploration and development business is entirely dependent on the successful closing of the Aurora Option Agreement.

Eagle’s business strategy and prospects significantly depend on the closing of the Aurora Option Agreement and its acquisition of sole ownership and control of the Aurora Uranium Project. Although Eagle anticipates that it will meet all of its obligations under the Aurora Option Agreement, the closing of the transaction remains subject to factors beyond its control, specifically, the negotiation of the definitive purchase agreement with Aurora to acquire Oregon Energy and the performance by Aurora of its obligations under the Aurora Option Agreement and such definitive purchase agreement. Any delays or failure to close due to unforeseen circumstances within Aurora’s internal governance, regulatory compliance, or financial situation would leave Eagle without its principal asset, significantly impairing its ability to execute its business strategy. Such failure would severely compromise Eagle’s operational capacity, undermine its value, and could result in the loss of its entire investment in the Aurora Uranium Project to date, without alternative uranium exploration and development projects to pursue.

Given that Eagle’s current business strategy and growth prospects rely significantly on the consummation of the Aurora Option Agreement, any adverse outcome relating to such consumption would materially and adversely affect its financial condition, results of operations, and future viability.

Volatility in uranium prices may adversely affect the economic viability of the Aurora Uranium Project and increase investor dilution.

A key component of the Aurora Option Agreement involves issuing a number of shares to Aurora, based, in part, on fluctuations in the spot price of uranium. In connection with the consummation of the Transaction, Eagle will issue the Base Payment Shares (as defined in the Aurora Option Agreement) to Aurora, including fully satisfying the Listing Payment (as defined in the Aurora Option Agreement) to Aurora. If the spot price of uranium experiences significant volatility or an extended increase, the total number of shares issuable pursuant to the terms of the Aurora Option Agreement would increase, causing dilution to New Eagle’s stockholders. Furthermore, a prolonged downturn in uranium prices may result in Eagle’s determination that further development of the Aurora Uranium Project is not economically viable.

Eagle will operate in a competitive and rapidly changing industry, which makes it difficult to evaluate its business and prospects.

The mining and energy metals market through which Eagle intends to derive its revenue is a rapidly evolving industry. The growth of this market is subject to a high degree of uncertainty. Eagle’s future operating results will depend on numerous factors affecting the industry, many of which are beyond its control, including:

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Fluctuations in Commodity Prices:   Volatile prices for uranium and other energy metals can significantly impact revenue, profitability, and ability to fund ongoing and future projects;

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Regulatory Restrictions:   Regulatory agencies, national and local governments, and municipalities may restrict Eagle’s ability to operate at the level at which its desires to operate, or at all; and

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General Economic Conditions:   Broader economic factors, such as recession, inflation, and changes in interest rates, can affect investor confidence, capital availability, and overall demand for Eagle’s products.

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Eagle’s ability to plan for development will be significantly affected by its ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of potential customers. In addition, Eagle may be restricted from operating its business due to public health and safety measures implemented in response to future pandemics or unforeseen disasters, including war. Furthermore, from time to time, Eagle may re-evaluate the market in which its operates and the performance of its current business model, and it may in the future discontinue operations in certain markets as a result of such evaluations.

Eagle’s business is subject to risks inherent in mineral exploration and development activities.

Eagle is subject to the risks normally encountered by companies in the mineral exploration and development industry. These risks include, but are not limited to:

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The discovery of unusual or unexpected geological formations during exploration or drilling programs;

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Accidental fires, floods, earthquakes, or other natural disasters in Malheur County’s high desert environment;

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Unplanned power outages, water shortages, or equipment failures affecting field activities;

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Challenges in controlling water inflows or other hazards during exploratory drilling;

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Labor disruptions, disputes, or difficulties securing skilled personnel for specialized uranium exploration;

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Delays in obtaining machinery, equipment, or permits required for continued exploration and development;

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Liability for potential environmental impacts, even during exploration, under Oregon’s regulatory framework; and

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Other known and unknown risks inherent in exploring and developing uranium projects, including fluctuations in uranium markets, regulatory changes, and stakeholder opposition.

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The exploration and development of mineral properties is affected by many factors, including, but not limited to: the cost of operations; variations in the grade of mineralized material; fluctuations in metal markets; costs of extraction and processing equipment; availability of equipment and labor; labor costs and possible labor strikes; government regulations, including without limitation, regulations relating to taxes, royalties, allowable extraction or production, and importing and exporting of minerals; government actions, including without limitation the establishment or expansion of mineral withdrawals, parks and monuments; land exchanges; foreign exchange; employment; worker safety; transportation; and environmental protection.

Eagle and its target customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect Eagle and its target customers.

The risks associated with radioactive materials and the public perception of those risks can affect Eagle’s business. Opposition by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect Eagle’s customers and indirectly affect its business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. In addition, anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, under which all remaining nuclear power plants in Germany were shut down in April 2023. Similar anti-nuclear groups and non-governmental organizations are active in the United States and may be successful in lobbying domestic governments to restrict the use of nuclear energy. Adverse public reaction could also lead to increased regulation or limitations on the activities of Eagle’s customers, more onerous operating requirements or other conditions that could have a material adverse impact on its customers and its business.

 

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Further, public perception of nuclear safety and viability can also influence the willingness of investors and financial institutions to fund nuclear projects. Negative public sentiment can increase financing costs and make it more difficult to secure the necessary capital. However, public preferences for energy sources can influence the demand for nuclear energy. A positive perception of nuclear power as a clean and reliable energy source can boost its market appeal.

Accidents involving nuclear power facilities, including but not limited to events like the Three Mile Island, Chernobyl and Fukushima Daiichi nuclear accidents, or terrorist acts or other high-profile events involving radioactive materials could materially and adversely affect Eagle’s target customers and the markets in which it operates and increase regulatory requirements and costs that could materially and adversely affect its business.

Eagle’s future prospects are dependent upon a certain level of public support for nuclear power. Nuclear power faces strong opposition from certain competitive energy sources, individuals and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan in 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants or a dampening of the favorable regulatory climate needed to introduce new nuclear technologies, all of which could negatively impact Eagle’s business and prospects. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to undertake as part of such programs. If accidents similar to the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous, and customer demand for Eagle’s products could suffer, which could materially and adversely affect its business and operations.

Intense competition in the mining and SMR markets could limit Eagle’s ability to capture and retain market share.

Both Eagle’s energy metals mining and SMR businesses face industries crowded with entrenched incumbents and well-funded new entrants that command deep technical knowledge, robust supply chains, and proprietary technologies. Competitors routinely deploy substantial financial and human capital to secure prime resource deposits, advance alternative reactor designs, and negotiate favorable offtake and power-purchase agreements. Their scale and first-mover advantages enable aggressive pricing, rapid innovation, and the recruitment of key talent, leaving Eagle with fewer strategic opportunities. If Eagle fails to match their pace of development or to differentiate its offerings, Eagle could experience reduced sales opportunities, unfavorable pricing dynamics, and compressed margins, any of which could materially and adversely affect its business, financial condition, and results of operations.

Public acceptance of nuclear energy and competition from other energy sources is unknown.

Growth of the uranium and nuclear industry will depend upon continued and increased acceptance of nuclear technology as an economic means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, including the risk of a nuclear incident and fears of nuclear incidents in the event of terrorism, wars, insurrections or natural disasters, the industry is subject to public opinion risks that could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. Nuclear energy competes with other sources of energy, including oil, natural gas, coal, hydroelectricity and renewable energy sources. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrations. Increased government regulation and technical requirements may make nuclear energy uneconomic, resulting in lower demand for uranium concentrates. Technical advancements and government subsidies in renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates.

Unfavorable media coverage of mining or nuclear energy could negatively affect Eagle’s business.

In the future, Eagle’s proposed operations and activities may subject it to media coverage relating to mining and the production of uranium and other forms of nuclear energy, some of which can be inaccurate,

 

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non-objective or politically motivated. As a result, Eagle may frequently need to address or respond to such media coverage, which can be costly and time-consuming. Such inaccurate and non-objective media coverage can also negatively impact public perception of its business activities, the market for its securities, government relations, permitting activities and legal challenges. Further, given the controversial nature of the mining and nuclear industries, Eagle may be subject to the risk that suppliers, customers, co-venturers or other business relations may be discouraged from or decline to continue commercial relations with or enter into new commercial relations or arrangements due to fear of reprisals from the media, public or special interest groups based on public perceptions of the nature of Eagle’s business or the nature or location of the Aurora Uranium Project, particularly driven by the ability of the media, public and special interest groups to influence public perceptions through the media, social media and the internet.

Mining operations involve a high degree of risk.

The exploration, construction, development, operation and other activities associated with mineral projects, along with the expansion of existing recovery operations and mining activities and restarting of projects, involve significant risks, including financial, technical and regulatory risks. The development or advancement of the Aurora Uranium Project is contingent upon obtaining satisfactory exploration results, project permitting and licensing and financing. The exploration, construction, development, operation and other activities associated with mineral projects involve significant financial risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine or other facility may result in substantial value, few properties that are staked and explored are ultimately developed into producing mines or extraction or recovery facilities. Major expenses may be required to establish mineral resources and mineral reserves by drilling and to finance, permit, license and construct extraction, mining, recovery and processing facilities. It is impossible to ensure that the current or proposed exploration, permitting, construction and development programs on the Aurora Uranium Project will result in profitable commercial extraction, mining or recovery operations.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things: the accuracy of estimates; the particular attributes of the deposit, such as its size, geology, grade and accessibility; the ability to economically recover commercial quantities of the minerals; proximity to necessary infrastructure and availability of personnel; financing costs; governmental regulations, including regulations relating to prices, taxes, reclamation bonds and royalties; the potential for litigation; land use; importing and exporting; and environmental and cultural protection, including but not limited to the governmental establishment of mineral withdrawals, parks and monuments and land exchanges. The construction, development, expansion and restarting of projects like the Aurora Uranium Project are also subject to: the successful completion of engineering studies with adequate results to proceed; the issuance of necessary governmental licenses and permits; the availability of adequate financing; engineering and construction timetables and capital costs being correctly estimated for Eagle’s projects, including restarting projects on standby; and such construction timetables and capital costs not being affected by unforeseen circumstances, including but not limited to delays due to litigation/injunctions. The effect of these factors cannot be accurately predicted, but the combination of these factors, along with others, may result in Eagle not receiving an adequate return on invested capital.

It is possible that actual costs and economic returns of future extraction of uranium at the Aurora Uranium Project may differ materially from Eagle’s best estimates. It is not unusual in the mining industry for new mining operations and facilities to experience unexpected problems during the start-up phase, to take much longer than originally anticipated to bring them into a recovery or producing phase, to require more capital than anticipated, to operate at a higher cost than expected and/or to have reclamation liabilities that are higher than expected.