SVII restructures Eagle merger; New Eagle to issue 23.35M shares ($233.5M) to Eagle stockholders

Spring Valley Acquisition Corp. II

Original Eagle merger replaced by two-step merger; New Eagle becomes public company via First Merger (SVII into New Eagle) and Second Merger (Eagle into New Eagle).
Eagle stockholders receive 23,350,000 New Eagle shares ($233.5M value at $10.00/share); SVII Class A shares convert 1:1 into New Eagle shares.
Sponsor to keep 3.1M founder shares and 7.0M private warrants; forfeits all other SVII shares/warrants at closing.
Earnout: up to 1.5M additional shares if VWAP ≥ $16.00 for 20 of 30 consecutive trading days within 5 years.
Closing conditions include HSR, SVII and Eagle stockholder approvals, Nasdaq listing; deal must close by Oct 17, 2025.

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