Spring Valley Acquisition II(SVII) - 2025 Q2 - Quarterly Report

Initial Public Offering - The Company completed its Initial Public Offering on October 17, 2022, raising approximately $230.0 million in gross proceeds from the sale of 23,000,000 units at $10.00 per unit[144]. - The Company incurred offering costs of approximately $13.4 million related to the Initial Public Offering, including $8.1 million for deferred underwriting commissions[144]. - The underwriters of the Initial Public Offering were entitled to an underwriting discount of $0.20 per Unit, totaling $4.6 million, with an additional deferred fee of approximately $8.1 million payable upon completion of an initial business combination[183]. Financial Position - As of June 30, 2025, the Trust Account held approximately $158.8 million after redemptions, with 22,304,432 Class A ordinary shares remaining outstanding[154][156]. - Shareholders redeemed 8,362,234 Class A ordinary shares for approximately $90.7 million at a redemption price of $10.85 per share on January 10, 2024[154]. - The Company had approximately $0.2 million in cash held outside of the Trust Account and a working capital deficit of approximately $1.5 million as of June 30, 2025[169]. - As of June 30, 2025, the Company had Deferred Legal Fees of approximately $2,262,910, which will become payable only if a Business Combination is completed[187]. Business Combination - The Company extended the deadline to complete a business combination to October 17, 2025, as approved by shareholders on November 13, 2024[155]. - The Company must complete a business combination with a fair market value of at least 80% of the net assets held in the Trust Account[148]. - The Company entered into a Merger Agreement with Eagle Energy Metals Corp. on July 30, 2025, which includes a redomicile to Nevada prior to the merger[158]. - The Company plans to complete the initial Business Combination prior to the mandatory liquidation date, with expectations of financing from the Sponsor or its affiliates[174]. - The Company has entered into non-redemption agreements with third parties, agreeing not to redeem an aggregate of 2,075,000 Class A ordinary shares, in exchange for which the Sponsor will issue 691,666 Founder Shares upon the occurrence of an initial business combination[186]. Revenue and Expenses - The Company has not generated any operating revenues as of June 30, 2025, and relies on non-operating income from interest[143]. - As of June 30, 2025, the Company reported a net loss of approximately $0.5 million, consisting of $0.3 million in general and administrative expenses and $0.7 million in change of fair value of derivative liability, partially offset by $0.5 million in income from investments held in the Trust Account[166]. - For the three months ended June 30, 2024, the Company had a net income of approximately $1.9 million, driven by $2.1 million in income from investments held in the Trust Account, offset by $181,686 in general and administrative expenses[168]. - The Company incurred $0 in administrative service fees for the three and six months ended June 30, 2025, following the termination of the administrative services agreement in November 2024[180]. Going Concern - Management has expressed substantial doubt about the Company's ability to continue as a going concern for a period within one year after the issuance of the unaudited condensed financial statements[173]. Accounting Standards - The company adopted ASU No. 2021-08 on January 1, 2023, which did not impact the audited financial statements[196]. - The adoption of ASU No. 2016-13 on January 1, 2023, did not have a material impact on the company's condensed financial statements[197]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[202]. - The company is not required to provide an auditor's attestation report on internal controls over financial reporting due to its status as an emerging growth company[203]. - The company does not expect the amendments in ASU 2023-09 to have a material impact on its financial position and results of operations[200]. - The company has not held any investments in equity securities subject to contractual sale restrictions as of June 30, 2025, thus not expecting material impact from ASU 2022-03[198]. - The company is a smaller reporting company and is not required to provide certain disclosures under the Exchange Act[205]. - The company recognizes changes in redemption value of redeemable ordinary shares immediately and adjusts the carrying value at the end of each reporting period[189].