false
0001843477
0001843477
2025-10-08
2025-10-08
0001843477
SVII:UnitseachconsistingofoneClassAordinarysharedollar00001parvalueonerightandonehalfofoneredeemablepublicwarrantMember
2025-10-08
2025-10-08
0001843477
us-gaap:CommonClassAMember
2025-10-08
2025-10-08
0001843477
SVII:Rightsincludedaspartoftheunitstoacquireonetenth110ofoneshareofClassAordinaryshareMember
2025-10-08
2025-10-08
0001843477
SVII:RedeemablepublicwarrantsincludedaspartoftheunitseachwholewarrantexercisableforoneClassAordinaryshareatanexercisepriceofdollar11.50Member
2025-10-08
2025-10-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
|
|
