UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to
Section 14(a) of the
Securities Exchange
Act of 1934
Filed by the Registrant x
Filed
by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
SPRING VALLEY ACQUISITION CORP. II
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14A(i)(1) and 0-11. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 8, 2024
SPRING VALLEY
ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
|
Cayman Islands
(State or other jurisdiction of
incorporation
or organization) |
001-41529
(Commission
File Number) |
98-1579063
(I.R.S. Employer
Identification Number) |
2100 McKinney Ave., Suite 1675
Dallas, TX 75201
(214) 308-5230
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 to the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x 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 Symbols |
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01. Other Events.
As previously disclosed, on December 4, 2023, Spring Valley Acquisition
Corp. II (“SVII”) mailed a definitive proxy statement to its shareholders of
record as of November 30, 2023 in connection with the extraordinary general meeting in lieu of an annual general meeting of SVII
to be held at 10:00 a.m., Eastern Time, on January 10, 2024.
As of January 8, 2024 at 5:00 P.M. Eastern Time
(the “Redemption Deadline”), the deadline for holders of Class A ordinary shares, par value $0.0001 (“Class
A ordinary shares”), to request that SVII redeem their Class A ordinary shares, shareholders elected to redeem an aggregate
of 11,036,652 Class A ordinary shares, or approximately 48% of the outstanding Class A ordinary shares, prior to the conversion of 7,666,666
Class B ordinary shares, par value $0.0001, of the Company to Class A ordinary shares by Spring Valley Acquisition Sponsor II, LLC and
certain of SVII’s directors (the “Class B Conversion”).
Based on the redemption requests received by
the Redemption Deadline, and prior to giving effect to the Class B Conversion, SVII will have a total of 11,963,348 Class A ordinary
shares outstanding following the Extraordinary General Meeting and a remaining trust balance of approximately $129,647,999.
Shareholders who wish to withdraw their previously submitted redemption requests may do so prior to the start of the Extraordinary
General Meeting by requesting SVII’s transfer agent, Continental Stock Transfer & Trust Company, to return such
shares.
About Spring Valley Acquisition Corp. II
Spring Valley Acquisition
Corp. II (NASDAQ: SVII) is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination. SVII is seeking to pursue an initial business combination
target that capitalizes on the expertise and ability of SVII’s management team, particularly its executive officers in the broadly-defined
sustainability industry. For more information about SVII, please visit www.sv-ac.com.
Additional Information and Where to Find
It
On December 4, 2023,
SVII filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”)
in connection with its solicitation of proxies for the Shareholder Meeting. SVII filed a supplement to the Proxy Statement with the SEC
on December 4, 2023. Investors and security holders are able to obtain free copies of the Proxy Statement, related supplements and
all other relevant documents filed or that will be filed with the SEC by SVII through the website maintained by the SEC at www.sec.gov. In
addition, the documents filed by SVII may be obtained free of charge from SVII’s website at www.sv-ac.com or by written request
to SVII at Spring Valley Acquisition Corp. II at 2100 McKinney Ave, Suite 1675, Dallas, TX 75201. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS OF SVII ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC IN CONNECTION WITH THE EXTENSION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE EXTENSION.
Forward-Looking Statements
This press release
contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Contributions,
including statements regarding the benefits of an anticipated initial business combination, the anticipated timing of an initial
business combination, and actual results may differ from its expectations, estimates and projections (which, in part, are based on
certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on
assumptions that SVII believes are reasonable, these assumptions may be incorrect. These forward-looking statements also
involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.
Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be
instituted in connection with any proposed business combination; (2) the inability to complete any proposed business
combination or related transactions, including as a result of redemptions or the failure by shareholders to adopt the Extension
Amendment Proposal; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of
capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to
complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations;
(6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in
the applicable laws or regulations; (9) economic uncertainty caused by the impacts of rising levels of inflation and interest
rates; and (10) other risks and uncertainties separately provided to you and indicated from time to time described in filings
and potential filings by SVII with the SEC.
The foregoing list of
factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve
as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the Proxy Statement, SVII’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the
Proxy Statement and any supplements thereto, and other documents filed (or to be filed) by SVII from time to time with the SEC. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from
those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, Israel
and Palestine and rising levels of inflation and interest rates, which have caused significant economic uncertainty. Forward-looking statements
speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and SVII
assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by securities and other applicable laws.
No Offer or Solicitation
This press release is
for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any
securities or the solicitation of any vote in any jurisdiction pursuant to the Extension or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in the Solicitation
SVII and certain of its
directors and executive officers may be deemed to be participants in the solicitation of proxies from SVII's shareholders, in favor of
the approval of the Extension. For information regarding SVII's directors and executive officers, please see SVII's Annual Report on Form
10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by SVII from time to time with the
SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Extension
may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC
when they become available. Free copies of these documents may be obtained as described in the preceding paragraphs.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
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.
| Date: January 9, 2024 |
SPRING VALLEY ACQUISITION CORP. II |
| |
|
|
| |
By: |
|
/s/ Robert Kaplan |
| |
Name: |
|
Robert Kaplan |
| |
Title: |
|
Chief Financial Officer and Vice President of Business Development |
Exhibit 99.1
SPRING VALLEY ACQUISITION
CORP. II ANNOUNCES PRELIMINARY Redemption RESULTS
Based on the redemption
requests received by the Redemption Deadline, Spring Valley Acquisition Corp. II will have a total of 11,963,348 Class A ordinary
shares outstanding following the Extraordinary General Meeting and a remaining trust balance of approximately $129.6 million.
DALLAS,
TX – January 9, 2024 (BUSINESS WIRE) – Spring Valley Acquisition Corp. II (NASDAQ: “SVIIU”, “SVII”,
“SVIIW”, “SVIIR”) (“SVII” or the “Company”) today announced that as of January 8,
2024 at 5:00 P.M. Eastern Time (the “Redemption Deadline”), the deadline for holders of Class A ordinary
shares, par value $0.0001 per share (“Class A ordinary shares”), to request that SVII redeem their Class A
ordinary shares, SVII shareholders elected to redeem an aggregate of 11,036,652 Class A ordinary shares, or approximately
48% of the outstanding Class A ordinary shares (prior to the conversion of 7,666,666 Class B ordinary shares, par value $0.0001
per share (the “Class B ordinary shares”), of the Company to Class A ordinary shares by Spring Valley Acquisition
Sponsor II, LLC and certain of SVII’s directors).
Based
on the redemption requests received by the Redemption Deadline, SVII will have a total of 11,963,348 Class A ordinary shares outstanding
following the Extraordinary General Meeting (as defined below) and a remaining trust balance of approximately $129.6 million. SVII
shareholders who wish to withdraw their previously submitted redemption requests may do so prior to the start of the Extraordinary General
Meeting at 10:00 a.m. Eastern Time, on January 10, 2024 by requesting SVII’s
transfer agent, Continental Stock Transfer & Trust Company, to return such shares.
This announcement is being made in anticipation
of the Company’s extraordinary general meeting to be held at 10:00 a.m., Eastern Time, on January 10, 2024 (the “Extraordinary
General Meeting”) at which shareholders will be asked to vote on a proposal to amend the Company’s amended and restated
memorandum and articles of association (the “Articles”) to, among other things, extend the date by which the Company
has to consummate a business combination (the “Extension”) and amend the Articles to change certain provisions which
restrict the Class B ordinary shares from converting to Class A ordinary shares prior to the consummation of an initial business
combination (the “Conversion Amendment Proposal”).
As previously announced, Spring Valley Acquisition
II, LLC (the “Sponsor”) and the other holders of the Company’s Class B ordinary shares notified the Company,
that approval at the Extraordinary General Meeting of the Conversion Amendment Proposal, of their intentions to elect as soon as practicable
after the Extraordinary General Meeting to convert an aggregate of 7,666,666 Class B ordinary shares held by them to the same number
of Class A ordinary shares.
If
shareholders have any questions or need assistance please call the Company’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (toll free)
or banks and brokers can call collect at (203) 658-9400, or by e-mailing SVII.info@investor.morrowsodali.com.
About Spring Valley Acquisition Corp. II
Spring Valley Acquisition Corp. II (NASDAQ:
SVII) is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination. SVII is seeking to pursue an initial business combination target that
capitalizes on the expertise and ability of SVII’s management team, particularly its executive officers in the broadly-defined sustainability
industry. For more information about SVII, please visit www.sv-ac.com.
Additional Information and Where to Find
It
On December 4, 2023, SVII filed a definitive
proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”)
in connection with its solicitation of proxies for the Extraordinary General Meeting. SVII filed a supplement to the definitive proxy
statement with the SEC on December 4, 2023. Investors and security holders are able to obtain free copies of the Proxy Statement,
related supplements and all other relevant documents filed or that will be filed with the SEC by SVII through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by SVII may be obtained free of charge from SVII’s website
at www.sv-ac.com or by written request to SVII at Spring Valley Acquisition Corp. II at 2100 McKinney Ave, Suite 1675, Dallas,
TX 75201. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF SVII ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE EXTENSION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE EXTENSION.
Forward-Looking Statements
This press release contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the Contributions, including statements regarding the benefits
of an anticipated initial business combination, the anticipated timing of an initial business combination, and actual results may differ
from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely
on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “continue,”
and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based
on assumptions that SVII believes are reasonable, these assumptions may be incorrect. These forward-looking statements also involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may
cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection
with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions,
including as a result of redemptions or the failure by shareholders to adopt the Extension Amendment Proposal; (3) inability to raise
sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination
as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary
regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed
business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed
business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed
business combination; (8) changes in the applicable laws or regulations; (9) economic uncertainty caused by the impacts of
rising levels of inflation and interest rates; and (10) other risks and uncertainties separately provided to you and indicated from
time to time described in filings and potential filings by SVII with the SEC.
The foregoing list of factors is not exhaustive.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Proxy Statement,
SVII’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the Proxy Statement and any
supplements thereto, and other documents filed (or to be filed) by SVII from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, Israel and Palestine and rising
levels of inflation and interest rates, which have caused significant economic uncertainty. Forward-looking statements speak only as of
the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and SVII assumes no obligation
and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise,
except as required by securities and other applicable laws.
No Offer or Solicitation
This press release is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation
of any vote in any jurisdiction pursuant to the Extension or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Participants in the Solicitation
SVII and certain of its directors and executive
officers may be deemed to be participants in the solicitation of proxies from SVII’s shareholders, in favor of the approval of the
Extension. For information regarding SVII’s directors and executive officers, please see SVII’s Annual Report on Form 10-K, its
subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by SVII from time to time with the
SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Extension
may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC
when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
INVESTOR RELATIONS CONTACT
Spring Valley Acquisition Corp. II:
www.sv-ac.com
Investors@sv-ac.com
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