Spring Valley Acquisition Corp. II 8-K

What Happened
Spring Valley Acquisition Corp. II (SVII) held an extraordinary general meeting on February 23, 2026 and shareholders approved the Merger Agreement to combine SVII with Eagle Nuclear Energy Corp. (“New Eagle”) and related transactions. A quorum of 8,206,820 Ordinary Shares (about 83% of shares outstanding as of the Jan 5, 2026 record date) voted. The Transaction Proposal passed (8,135,098 for; 71,722 against). The meeting also approved six charter amendment proposals, the New Eagle Equity Plan, and the Cayman Merger proposal required to effect the transaction.

Key Details

• Meeting date and quorum: February 23, 2026; 8,206,820 Ordinary Shares present (~83% of ~9.88M shares outstanding at record date).
• Transaction Proposal (Merger Agreement): 8,135,098 votes FOR; 71,722 AGAINST; 0 abstentions.
• Selected charter votes: Proposal 2A (authorized share change) — 8,134,869 FOR, 71,736 AGAINST, 215 abstentions; Proposal 2C (director removal for cause → two‑thirds) — 8,133,766 FOR, 72,958 AGAINST, 96 abstentions.
• Equity Plan and Cayman Merger: Equity Plan approved (8,134,535 FOR; 72,122 AGAINST; 163 abstentions); Cayman Merger approved (8,134,991 FOR; 71,722 AGAINST; 107 abstentions).
• Closing conditions remain: the Business Combination is subject to customary closing conditions, including approval to list the combined company’s shares and warrants on Nasdaq; SVII has filed a Form S-4 (registration statement/proxy) for the transaction. SVII may accept withdrawals of redemptions prior to closing.

Why It Matters
Shareholder approvals clear key corporate and legal hurdles so the parties can move toward completing the Business Combination, which would combine SVII and Eagle into “New Eagle.” However, closing is not guaranteed — it remains contingent on other conditions (including Nasdaq listing approval and other regulatory or contractual conditions). Retail investors should review the filed Form S-4 / Proxy Statement and the risk factors described therein before making investment or voting decisions, since the transaction, potential redemptions, and other risks could materially affect the combined company.