As filed with the Securities and Exchange Commission on August 22, 2025.

Registration No. 333-    

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Spring Valley Acquisition Corp. II*

(Exact name of registrant as specified in its charter)

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

Spring Valley Acquisition Corp. II

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

Chairman and Chief Executive Officer

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:

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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.

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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) ☐

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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.

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TABLE OF CO-REGISTRANTS

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Eagle Energy Metals Corp.

5470 Kietzke Lane, Suite 300

Reno, NV 89511

775-335-2029

Vcorp Agent Services, Inc.

701 S. Carson Street, Suite 200

Carson City, NV 89701

845-425-0077

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PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED AUGUST 22, 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

Spring Valley Acquisition Corp. II

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF NEVADA),
WHICH WILL BE RENAMED “Eagle Nuclear Energy Corp.” IN CONNECTION WITH THE
TRANSACTION DESCRIBED HEREIN

Dear Spring Valley Acquisition Corp. II Shareholders:

You are cordially invited to attend the extraordinary general meeting of shareholders (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 Agreement and Plan of Merger, dated as of July 30, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among SVII, Spring Valley Merger Sub II, Inc., a Nevada corporation and wholly owned, direct subsidiary of SVII (“Merger Sub”), 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”).

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Additionally, in connection with the closing of the Transaction (the “Closing”), the following transactions with respect to New Eagle securities will occur:

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 the persons set forth on the Earnout Payment Spreadsheet (as defined in the Merger Agreement) (the “Earnout Recipients”). 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, Eagle and the Sponsor entered into the 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 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 effective time of the Merger, 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 126 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:

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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 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. SVII 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.

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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, 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 12 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 the SVII Initial Shareholders and certain of SVII’s directors and officers have interests in the Transaction that may 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.”

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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.

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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.

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SPRING VALLEY ACQUISITION CORP. II

2100 McKinney Ave, Suite 1675

Dallas, TX 75201

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON            , 2025

To the Shareholders of Spring Valley Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (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:

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. The SVII Initial Shareholders and SVII’s officers and directors have 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 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 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 Redomicile Proposal, the Amendment Proposal, the Nasdaq Proposal, the Equity Plan Proposal and the Director 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, the Director 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 Redomicile Proposal and the Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) 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 at the Redomicile Effective Time, 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).

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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                                                              .

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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.

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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:

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

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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 Spring Valley Acquisition Corp. II (“SVII”), a Cayman Islands exempted company, constitutes a prospectus of SVII 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 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

SVII 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, neither SVII nor 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 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 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, Eagle or other entities. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to the knowledge of SVII 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 rights to these trademarks, service marks and trade names. SVII 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 or Eagle by, any other entities.

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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.

“Amendment Proposal” means the proposal, by way of special resolution, to approve the adoption of the New Eagle Organizational Documents, which proposal is conditioned on the approval of each of the other Condition Precedent Proposals.

“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.

“Articles of Domestication” means the articles of domestication to be filed by SVII with the Secretary of State of the State of Nevada in connection with the Redomicile.

“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 with an estimated 37.73 million pounds of near-surface uranium 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 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 securities purchase agreement, dated as of July 30, 2025, by and between Eagle and the PIPE Investor, pursuant to which the PIPE 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 Redomicile Proposal, the Amendment Proposal, the Nasdaq Proposal, the Equity Plan Proposal and the Director Proposal, each of which is cross-conditioned on the approval of each such other Proposal.

“Continental” means Continental Stock Transfer & Trust Company.

“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.

“Director Proposal” means the proposal, by way of ordinary resolution, to approve the election of five directors to serve on the New Eagle Board, which proposal is conditioned on the approval of each of the other Condition Precedent Proposals.

“DTC” means the Depository Trust Company.

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

“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 the SVII shareholders, 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 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.

“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.

“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.

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

“Merger Agreement” means the Agreement and Plan of Merger, dated as of July 30, 2025, as it may be amended, supplemented, or otherwise modified from time to time, by and among SVII, Merger Sub and Eagle, which is attached to this proxy statement/prospectus as Annex A.

“Merger Effective Time” means the date and time when the Merger becomes effective.

“Merger Sub” means Spring Valley Merger Sub II, Inc., a Nevada corporation and wholly owned, direct subsidiary of SVII.

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

“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 shares of New Eagle Common Stock in connection with the Transaction, including in connection with the Redomicile, the Merger, the PIPE Financing and the Oregon Acquisition, and any other issuances of shares of New Eagle Common Stock and securities convertible into or exercisable for shares of New Eagle Common Stock pursuant to subscription, purchase or other similar agreements that SVII 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 Spring Valley Acquisition Corp. II, a Nevada corporation (following the Redomicile), to be renamed Eagle Nuclear Energy Corp. from and after the Redomicile, 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 Redomicile, 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 articles of incorporation of New Eagle to be adopted in connection with the Redomicile, substantially in the form attached to this proxy statement/prospectus as Annex B.

“New Eagle Common Stock” means, after consummation of the Redomicile, 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.

“New Eagle Private Warrants” means warrants to purchase shares of New Eagle Common Stock resulting from the automatic adjustment of the SVII Private Warrants at the Redomicile Effective Time pursuant to the Private Warrant 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 at the Redomicile Effective Time pursuant to the 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 the New Eagle Public Warrants, the New Eagle Private Warrants and the New Eagle PIPE Warrants.

“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 Securities Purchase Agreement, dated as of July 30, 2025, by and among SVII, 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.

“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 Redomicile Proposal, (iii) the Amendment Proposal, (iv) the Advisory Amendment Proposals, (v) the Nasdaq Proposal, (vi) the Equity Plan Proposal, (vii) the Director Proposal and (viii) 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.

“Redomicile Effective Time” means the date and time when the Redomicile becomes effective, upon the filing of the Articles of Domestication and the New Eagle Charter with the Secretary of State of the State of Nevada.

“Redomicile” means the domestication of SVII as a Nevada corporation, in which SVII will de-register as an exempted company from the Registrar and transfer by way of continuation out of the Cayman Islands and into the State of Nevada so as to migrate to and domesticate as a Nevada corporation in accordance with the SVII Articles, Section 92A.270 of the NRS and Part XII of the Companies Act.

“Redomicile Proposal” means the proposal, by way of special resolution, to approve the Redomicile, which proposal is conditioned on the approval of each of the other Condition Precedent Proposals.

“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 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 Sponsor Support Agreement, dated as of July 30, 2025, by and among SVII, 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 Corporation” means Eagle immediately following consummation of the Merger.

“Surviving Corporation Common Stock” means the common stock, 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 (prior to the Redomicile).

“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 Merger, the Redomicile and the other transactions contemplated by the Merger Agreement and the Transaction Documents.

“Transaction Documents” means the Merger Agreement, the Ancillary Agreements, 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.

“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 Voting and Support Agreements, dated as of July 30, 2025, by and among SVII, 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.

“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.

Subject to its terms and conditions, the Merger Agreement provides that (i) on the day prior to the Closing Date, SVII will domesticate as a corporation in the State of Nevada pursuant to the Redomicile, and, in connection with the Redomicile, will adopt the New Eagle Charter and New Eagle Bylaws, in each case, substantially in the forms attached to this proxy statement/prospectus as Annexes B and C, respectively, and (ii) in accordance with the NRS, at the Closing, Merger Sub will merge with and into Eagle, with Eagle surviving the Merger as the Surviving Corporation, and, as a result of the 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 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. SVII 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.

For more information on the Proposals, please see the sections entitled “Proposal No. 1 — The Transaction Proposal,” “Proposal No. 2 — The Redomicile Proposal,” “Proposal No. 3 — The Amendment Proposal,” “Proposal Nos. 4A through 4F — The Advisory Amendment Proposals,” “Proposal No. 5 — The Nasdaq Proposal,” “Proposal No. 6 — The Equity Plan Proposal,” “Proposal No. 7 — The Director Proposal” and “Proposal No. 8 — The Adjournment Proposal.”

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.

The Redomicile will not occur unless the Condition Precedent Proposals have been approved and upon the Merger Agreement being in full force and effect prior to the Redomicile. The Redomicile will only occur immediately prior to the completion of the Transaction.

As discussed more fully under “Material U.S. Federal Income Tax Considerations,” SVII believes that it is classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Redomicile discussed above, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of SVII Class A Ordinary Shares or SVII Public Warrants for shares of New Eagle Common Stock or New Eagle Warrants pursuant to the Redomicile. Any such gain would be taxable income with no corresponding receipt of cash in the Redomicile. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is not possible to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. However, U.S. Holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations” with respect to their SVII Class A Ordinary Shares generally are not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to the SVII Public Warrants, and the application of the PFIC rules to the SVII Public Warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Redomicile, see the section entitled “Material U.S. Federal Income Tax Considerations.”

Each U.S. Holder of SVII Class A Ordinary Shares or SVII Public Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of SVII Class A Ordinary Shares and SVII Public Warrants for shares of New Eagle Common Stock and New Eagle Warrants pursuant to the Redomicile.

Additionally, the Redomicile may cause non-U.S. Holders to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s shares of New Eagle Common Stock after the Redomicile.

The tax consequences of the Redomicile are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors regarding the tax consequences to them of the Redomicile, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Redomicile, see the section entitled “Material U.S. Federal Income Tax Considerations.”

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 Redomicile, one share of New Eagle Common Stock) at an exercise price of $11.50 per share, subject to adjustment. The SVII Warrants (and, following the Redomicile, 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 (or, following the Redomicile, one-tenth (1/10) of one share of New Eagle Common Stock) upon consummation of the Transaction. 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 (or, following the Redomicile, a share of New Eagle Common Stock) upon consummation of the Transaction. 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 Redomicile and 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 Redomicile 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 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.

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.

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.

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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.

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

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 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.

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 at the Redomicile Effective Time, assuming approval of the Condition Precedent 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.

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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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 Redomicile and the Merger), 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.

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?”

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.

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.”

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.

Therefore, the election to exercise redemption rights with respect to all or a portion of your SVII Public Shares would occur prior to the Redomicile. For the purposes of the SVII Articles, the exercise of redemption rights with respect to SVII Public Shares will be treated as an election to have the shares of New Eagle Common Stock received in exchange for such SVII Public Shares, pursuant to the Redomicile, redeemed for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” will be interpreted accordingly. Following the Redomicile and in connection with the Closing, New Eagle will satisfy the exercise of redemption rights by redeeming the corresponding shares of New Eagle Common Stock issued to the SVII Public Shareholders that validly exercised their redemption rights with respect to SVII Public Shares.

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.

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.

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 Warrant Agreements, as amended. 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.

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 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.

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.”

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

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.

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.