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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 14, 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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 14, 2025, Spring
Valley Acquisition Corp. II (the “Company”) received a written notice (the “Notice”)
from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Company's securities
will be delisted from The Nasdaq Stock Market by reason of the failure of the Company to complete its initial business combination by
October 12, 2025 (36 months from the effectiveness of its IPO registration statement) as required by IM-5101-2. Accordingly, trading
in the Company's Class A Ordinary Shares, Warrants, Rights and Units will be suspended at the opening of business on October 21, 2025
and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission, which will remove the Company’s securities
from listing and registration on the Nasdaq Stock Market.
Notwithstanding the delisting
of the Company's securities from Nasdaq, it remains the intention of the Company to continue to pursue an initial business combination
as well as the listing of the post-combination company’s securities on Nasdaq in connection therewith. However, there can be no
assurance that an initial business combination will ultimately be successful or that the post-combination company's securities will ultimately
be listed on Nasdaq in connection therewith. The Company will remain a reporting entity under the Securities Exchange Act of 1934, as
amended, with respect to continued disclosure of financial and operational information.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October
15, 2025, the Company held an extraordinary general meeting of shareholders of the Company (the “Meeting”) to
vote on a proposal (the “Extension Amendment Proposal”) to amend, by way of special resolution, the Company’s
amended and restated memorandum and articles of association, as previously amended by the Second Amendment to the Amended and Restated
Articles, dated November 14, 2024 (the “Articles”, as amended, the “Amended Articles”),
to amend the date by which the Company has to consummate a business combination to 45 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”), provided that Spring Valley Acquisition Sponsor II, LLC (the “Sponsor”)
(or its affiliates or permitted designees) will deposit into the trust account established for the benefit of the Company’s public
shareholders (the “Trust Account”) an amount determined by multiplying $0.01 by the number of public shares
then outstanding for each one-month extension, up to a total of six months, starting on the 40th month from the closing of the Company’s
initial public offering, unless the closing of the Company’s initial business combination shall have occurred, in exchange for a
non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The Extension Amendment Proposal
is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the
“SEC”) on September 30, 2025 (the “Proxy Statement”), as supplemented by the supplement
to the Proxy Statement filed with the SEC on October 8, 2025.
In addition,
on October 15, 2025, the Company filed an amendment to the Articles with the Registrar of Companies of the Cayman Islands reflecting the
shareholder-approved amendment. A copy of the amendment to the Articles is attached hereto as Exhibit 3.1.
The information
disclosed in Item 5.07 of this Current Report with respect to the Amendment is incorporated by reference into this Item 5.03 to the extent
required and the foregoing description of the Amended Articles is qualified in its entirety by reference to the amendment to the Company’s
Articles, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
At the
Meeting, holders of 8,769,572 ordinary shares (consisting of 8,769,571 Class A ordinary shares, par value $0.0001 (the “Class A
ordinary shares”) and one Class B ordinary share) were present in person, virtually over the internet or by proxy,
representing approximately 88.76% of the voting power of the Company’s ordinary shares as of September 19, 2025, the record date
for the Meeting, and constituting a quorum for the transaction of business.
With
a quorum present, the applicable shareholders approved the Extension Amendment Proposal. The voting results for the Extension Amendment
Proposal were as follows:
Proposal No. 1
– The Extension Amendment Proposal
| For |
|
Against |
|
Abstain |
| 8,718,532 |
|
50,000 |
|
1,040 |
As there
were sufficient votes to approve the Extension Amendment Proposal, the “Adjournment Proposal” as described in the Proxy Statement
was not presented to shareholders.
The information disclosed
under 5.03 and Item 5.07 of this Current Report is incorporated by reference into this Item 8.01.
Redemptions
In connection with the vote
to approve the Extension Amendment Proposal, holders of 151 Class A ordinary shares exercised their right to redeem their Class A
ordinary shares for cash at a redemption price of approximately $11.93 per share, for an aggregate redemption amount of approximately
$1,801.43. As a result, approximately $26,404,398.04 remains in the Trust Account and 2,213,278 Class A ordinary shares remain outstanding.
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. 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 SEC on April 11, 2025, in the Proxy Statement filed in connection with the Meeting and Amendment on September 30, 2025,
as supplemented, 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.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Third Amendment to the Amended and
Restated Memorandum and Articles of Association. |
| 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 17, 2025 |
|
|
