| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Spring Valley Acquisition Corp. II [ SVII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A ordinary shares | 02/24/2026 | C(1) | 1 | A | (1) | 7,546,667 | I | See Footnote(2) | ||
| Class A ordinary shares | 02/24/2026 | J(3) | 7,546,667 | D | (3) | 0 | I | See Footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (4) | 02/24/2026 | C(1) | 1 | (4) | (4) | Class A ordinary shares | 1 | (1) | 0 | I | See Footnote(2) | |||
| Warrant | $11.5 | 02/24/2026 | J(5) | 13,350,000 | 03/26/2026 | 02/26/2031 | Class A ordinary shares | 13,350,000 | (5) | 0 | I | See Footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents one Class B ordinary share of Spring Valley Acquisition Corp. II (the "Issuer") that converted into one Class A ordinary share of the Issuer in connection with the consummation of the business combination (the "Business Combination") pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025, by and among Eagle Nuclear Energy Corp. ("New Eagle"), Spring Valley Acquisition Corp. II (the "Sponsor"), Eagle Energy Metals Corp., Spring Valley Merger Sub III, Inc., and Spring Valley Merger Sub II, Inc. |
| 2. The reported securities were held directly by the Sponsor. The Sponsor is controlled by Pearl Energy Investment II, L.P. ("Pearl"). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ("Pearl GP"), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ("Pearl LLC"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Pearl, Pearl GP and Pearl LLC. Each such reporting person under this Form 4 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities |
| 3. Disposed of in automatic exchange for shares of common stock of New Eagle in connection with the consummation of the Business Combination. |
| 4. The Class B ordinary shares of the Issuer were automatically convertible into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis (subject to adjustment), and had no expiration date. |
| 5. Represents private placement warrants acquired by the Sponsor in connection with the Issuer's initial public offering, which warrants were converted into warrants of New Eagle to purchase shares of New Eagle common stock, at an exercise price of $11.50 per share, in connection with the consummation of the Business Combination. |
| Spring Valley Acquisition Sponsor II, LLC, By: /s/ David Levinson Name: David Levinson Title: Corporate Secretary | 03/03/2026 | |
| Pearl Energy Investments II, L.P. By: Pearl Energy Investment II, GP, L.P., its General Partner By: Pearl Energy Investment II UGP, LLC, its General Partner By: /s/ William Quinn Name: William Quinn Title: Managing Partner | 03/03/2026 | |
| Pearl Energy Investment II GP, L.P. By: Pearl Energy Investment UGP, LLC, its General Partner By: /s/ William Quinn Name: William Quinn Title: Managing Partner | 03/03/2026 | |
| Pearl Energy Investment II UGP, LLC By: /s/ William Quinn Name: William Quinn Title: Managing Partner | 03/03/2026 | |
| /s/ William Quinn | 03/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||