Spring Valley Acquisition (SVII) adds $1.5M sponsor loan with warrant option

Rhea-AI Filing Summary

Spring Valley Acquisition Corp. II entered into a new financing arrangement with its sponsor through an unsecured promissory note of up to $1,500,000. The company can draw on this note over time and does not pay any interest on the balance.

The principal becomes due when the company completes its initial business combination. At that time, the sponsor may choose to convert some or all of the outstanding principal into working capital warrants at $1.00 of principal per warrant, with terms matching the private placement warrants issued in the IPO. The note includes customary default provisions and was issued under a private offering exemption.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): October 8, 2025

SPRING VALLEY ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41529		98-1579063
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2100 McKinney Ave., Suite 1675 Dallas, TX		75201
(Address of principal executive offices)		(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 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

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 8, 2025, Spring Valley Acquisition Corp. II (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to Spring Valley Acquisition Sponsor II, LLC (the “Sponsor”), a significant shareholder of the Company, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering (the “IPO”), as described in the prospectus for the IPO dated October 12, 2022 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Promissory Note, dated October 8, 2025
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURE

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

	SPRING VALLEY ACQUISITION CORP. II
	By:	/s/ Christopher Sorrells
	Name:	Christopher Sorrells
	Title:	Chief Executive Officer and Chairman
Dated: October 9, 2025

FAQ

What did SVII disclose in this Form 8-K?

SVII reported that it issued an unsecured promissory note of up to $1,500,000 to its sponsor, providing additional financing that can be drawn down before its initial business combination.

Who is providing the financing to Spring Valley Acquisition Corp. II (SVII)?

The financing is provided by Spring Valley Acquisition Sponsor II, LLC, a significant shareholder and sponsor of SVII, under an unsecured promissory note.

When is the $1,500,000 promissory note to SVII due?

The principal under the note is payable on the date SVII consummates its initial business combination, which is defined in the agreement as the Maturity Date.

Can the SVII sponsor convert the loan into equity-linked securities?

Yes. On the Maturity Date, the sponsor may convert all or part of the outstanding principal into Working Capital Warrants at a rate of $1.00 of principal per warrant, rounded up to the nearest whole warrant.

What are the terms of the SVII Working Capital Warrants if issued?

Any Working Capital Warrants would have terms identical to the private placement warrants issued at SVII’s IPO, including applicable transfer restrictions as described in the IPO prospectus dated October 12, 2022.

Does the promissory note to SVII bear interest?

No. The unsecured promissory note issued to the sponsor does not bear interest; only the principal of up to $1,500,000 is repayable or convertible.

Under what legal exemption was SVII’s promissory note issued?

The note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.