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Spring Valley Acquisition Corp. II 8-K Filings

SVII NASDAQ

Every 8-K that Spring Valley Acquisition Corp. II (SVII) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SVII and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SVII filings page.

Rhea-AI Summary

Spring Valley Acquisition Corp. II reported that Nasdaq will delist its securities after the company did not complete its initial business combination by October 12, 2025 under IM-5101-2. Trading in its Class A shares, warrants, rights and units will be suspended at the open on October 21, 2025, and Nasdaq will file a Form 25-NSE to remove the listings.

The company stated it intends to continue pursuing a business combination and the listing of the post-combination company’s securities on Nasdaq, though there is no assurance of success. Shareholders approved extending the deadline to 45 months from the IPO closing, with the Sponsor to deposit $0.01 per public share for each one-month extension, up to six months starting at month 40, via a non-interest bearing, unsecured promissory note payable upon a business combination. Redemptions were limited to 151 Class A shares at $11.93 per share (aggregate $1,801.43). Following redemptions, approximately $26,404,398.04 remains in the Trust Account and 2,213,278 Class A shares remain outstanding.

Rhea-AI 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.

Rhea-AI Summary

Spring Valley Acquisition Corp. II amended disclosures to clarify the mechanics if it fails to complete an initial business combination by the 39th month after its IPO. The Sponsor (or affiliates) will fund an Extension Payment equal to $0.01 per Public Share for each one-month extension, payable for up to six months starting on the 40th month, in exchange for a non-interest bearing, unsecured promissory note due upon closing of a business combination. The filing gives an example deadline of January 17, 2026 for the 39th month. The company also revised its winding-up and redemption language so that, on liquidation, Public Shares will be redeemed for a per-share cash amount equal to the Trust Account balance (including earned interest, less taxes and up to $100,000 for dissolution expenses) divided by outstanding Public Shares, which will extinguish public Members' rights. The filing states that the U.S. federal tax considerations section for redemption rights is entirely restated.

Rhea-AI Summary

Spring Valley Acquisition Corp. II (SVII) filed an 8-K reporting a material event: the company and related parties executed an Amended and Restated Agreement and Plan of Merger dated September 29, 2025, plus several companion amended agreements and forms. Exhibits include an Amended and Restated Sponsor Support Agreement, amended Voting and Support and Registration Rights agreements, a Lock-Up Agreement, an Amended and Restated Securities Purchase Agreement with a PIPE investor, and a Warrant Assumption Agreement. The filing is signed by Christopher Sorrells as CEO and Chairman.

The set of amended agreements indicates a restructuring of the transaction and investor documents tied to the merger process; the inclusion of a PIPE securities purchase agreement signals private funding tied to the deal. No financial amounts, closing timeline, or detailed deal terms are provided in the text supplied.