SVIIW Spring Valley Acquisition Corporation II

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 12, 2024

 

 

SPRING VALLEY ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands (State or other jurisdiction of incorporation)

001-41529 (Commission File Number)

98-1579063 (IRS Employer Identification No.)

 

2100 McKinney Ave., Suite 1675

Dallas, TX 75201

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (214) 308-5230

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, one right and one-half of one redeemable public warrant	SVIIU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	SVII	The Nasdaq Stock Market LLC
Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A ordinary share	SVIIR	The Nasdaq Stock Market LLC
Redeemable public warrants included as part of the units; each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SVIIW	The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company            x

 

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 13(a) of the Exchange Act.     ¨

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On October 10, 2024, Spring Valley Acquisition Corp. II (the “Company”) filed a definitive proxy statement (the “Extension Proxy Statement”) for an extraordinary general meeting (the “Meeting”) of its shareholders originally scheduled to be held on October 31, 2024, at 10:00 a.m., Eastern Time, to approve, among other things, an amendment to the Company’s amended and restated memorandum and articles of association to amend the date by which the Company must consummate an initial business combination (the “Extension Amendment Proposal”) to 36 months from the closing of the initial public offering, or such earlier date as is determined by the Company’s board of directors, in its sole discretion, to be in the best interests of the Company (the “Amendment”). Defined terms used but not defined herein have the meanings set forth in the Extension Proxy Statement.

 

In connection with the Company’s Meeting to approve the Extension Amendment Proposal, the Company and the Company’s Sponsor, Spring Valley Acquisition Sponsor II, LLC (the “Sponsor”), entered into a non-redemption agreement (the “Non-Redemption Agreement”) with an unaffiliated third party, pursuant to which such third party agreed not to redeem (or to validly rescind any redemption requests on) 600,000 Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) of the Company in connection with the Extension Amendment Proposal. In exchange for the foregoing commitment not to redeem such Class A ordinary shares of the Company, the Sponsor agreed to transfer or cause to be issued for no consideration an aggregate of 200,000 Founder Shares of the Company in connection with the Company’s completion of an initial business combination. To date, the Company’s Sponsor has entered into Non-Redemption Agreements covering an aggregate of 850,000 Class A ordinary shares and the transfer or issuance of 283,333 Founder Shares.

 

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed as Exhibit 10.1 on Current Report on Form 8-K, dated October 22, 2024 and incorporated herein by reference.

 

Item 8.01

Other Events.

 

Postponement of Extraordinary General Meeting

 

On October 28, 2024, the Company filed a Current Report on Form 8-K announcing that it had decided to postpone the Meeting to November 8, 2024, at 12:00 p.m., Eastern Time to allow additional time for the Company to engage with its shareholders. On November 8, 2024, the Company filed a Current Report on Form 8-K announcing that it had decided to postpone the Meeting to November 12, 2024, at 11:00 a.m., Eastern Time to allow additional time for the Company to engage with its shareholders.

 

The board of directors of the Company has decided to postpone the Meeting to November 13, 2024, at 1:30 p.m., Eastern Time, to allow additional time for the Company to engage with its shareholders.

 

In connection with the Meeting, as of November 11, 2024, the Company had received requests to redeem 13,149,337 Class A ordinary shares (the “Public Shares”). Holders of 1,488,429 Public Shares have not submitted requests for redemption by the redemption deadline. In connection with the postponement of the Meeting, the Company has elected not to extend the deadline for delivery of redemption requests from the Company’s shareholders. The redemption deadline expired at 5:00 p.m., Eastern Time, on November 6, 2024.

 

The postponed meeting will be held on November 13, 2024, at 1:30 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Suite 4700, Houston, Texas 77002 and conducted remotely by teleconference. Shareholders can attend the postponed meeting by visiting https://www.cstproxy.com/svacii/egm2024. If you do not have access to internet, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 4967518#. Please note that you will not be able to vote or ask questions at the Meeting if you choose to participate telephonically.

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. In addition, any statements that refer to our intent to enter into one or more Non-Redemption Agreements in connection with the Meeting and the expected terms of any Non-Redemption Agreements are forward-looking statements. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and shareholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024, in the Extension Proxy Statement filed in connection with the Meeting and Amendment on October 11, 2024 and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control or predict.

 

 

All such forward-looking statements speak only as of the date of this Current Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Cautionary Note Regarding Forward-Looking Statements” section.

 

Participants in the Solicitation

 

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the Extension Amendment Proposal and related matters. Information regarding the Company’s directors and executive officers is available in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Extension Proxy Statement.

 

Additional Information and Where to Find It

 

The Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal. Shareholders may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, Sodali & Co., at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, (203) 658-9400, Email: SVII@info.sodali.com.

 

No Offer or Solicitation

 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Number		Description of Exhibits
10.1		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 22, 2024).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 12, 2024	Spring Valley Acquisition Corp. II
	By:	/s/ Robert Kaplan
	Name:	Robert Kaplan
	Title:	Chief Financial Officer and Vice President of Business Development

 

 

v3.24.3

Cover	Nov. 12, 2024
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Nov. 12, 2024
Entity File Number	001-41529
Entity Registrant Name	SPRING VALLEY ACQUISITION CORP. II
Entity Central Index Key	0001843477
Entity Tax Identification Number	98-1579063
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Entity Address, Address Line One	2100 McKinney Ave.
Entity Address, Address Line Two	Suite 1675
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
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Document Information [Line Items]
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Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
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Document Information [Line Items]
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