SVIIU Spring Valley Acquisition Corporation II

 

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 10, 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)

¨     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 1.01.

Entry into a Material Definitive Agreement.

 

On January 10, 2024, Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company” and “SVII”), Spring Valley Acquisition Sponsor II, LLC (the “Sponsor”), and certain individuals party thereto (collectively, the “Parties”), entered into an amendment (the “Letter Agreement Amendment”) to that certain Letter Agreement, dated as of October 12, 2022 (the “Letter Agreement”), by and among the Parties, pursuant to which the Parties have agreed to, among other things, modify the vesting requirements for the 25% of the Founder Shares (as defined in the Letter Agreement) held by the Sponsor at the closing of an initial business combination that were to be considered newly unvested shares, which would then only vest if the Share Price Level (as defined in the Letter Agreement) is achieved after 120 days after the initial business combination but before the fifth anniversary of the initial business combination.

 

The foregoing description of the Letter Agreement Amendment is qualified in its entirety by reference to the Letter Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

 

Item 3.03.

Material Modification to Rights of Security Holders.

 

The information disclosed in Item 5.03 of this current report on Form 8-K (this “Current Report”) with respect to the Extension Amendment, the Conversion Amendment and the Redemption Limitation Amendment (each as defined below) is incorporated by reference into this Item 3.03 to the extent required.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 10, 2024, the Company held an extraordinary general meeting of shareholders in lieu of an annual general meeting (the “Meeting”) to vote, among other things, on three proposals described in this Item 5.03 of this Current Report. At the Meeting, the Company’s shareholders approved three proposals to amend the Company’s amended and restated memorandum and articles of association (the “Articles”). The first proposal (the “Extension Amendment Proposal”) amends the Articles to extend the date by which the Company must (1) consummate an initial merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses, (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A ordinary shares”) included as part of the units sold in the Company’s initial public offering that was consummated on October 17, 2022 (the “IPO”), from 15 months from the closing of the IPO to 36 months from the closing of the IPO, or such earlier date as is determined by the Company’s board of directors (the “Board”), in its sole discretion, to be in the best interests of the Company (the “Extension Amendment” and, such date, the “Extended Date”). The second proposal (the “Conversion Amendment Proposal”) amends the Articles to change certain provisions which restrict the Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares”) from converting to Class A ordinary shares prior to the consummation of an initial business combination (the “Conversion Amendment”). The third proposal (the “Redemption Limitation Amendment Proposal”) amends the Articles to eliminate from the Articles the limitation that the Company may not redeem Class A ordinary shares sold in the IPO to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”).

 

The Extension Amendment Proposal, the Conversion Amendment Proposal, and the Redemption Limitation Amendment Proposal are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2023 (the “Proxy Statement”), as supplemented by the supplement to the Proxy Statement filed with the SEC on December 4, 2023. Each proposal voted upon at the Meeting and the final voting results are indicated below.

 

In addition, on January 11, 2024, the Company filed an amendment to the Articles with the Registrar of Companies of the Cayman Islands reflecting the shareholder-approved amendments. A copy of the Articles amendment is attached hereto as Exhibit 3.1.

 

The information disclosed in Item 5.07 of this Current Report with respect to the Extension Amendment, the Conversion Amendment and the Redemption Limitation Amendment is incorporated by reference into this Item 5.03 to the extent required and the foregoing description of the 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 25,471,691 ordinary shares (consisting of 17,606,171 Class A ordinary shares and 7,666,667 Class B ordinary shares) were present in person, virtually over the internet or by proxy, representing 83.06% of the voting power of the Company’s ordinary shares as of November 30, 2023, the record date for the Meeting, and constituting a quorum for the transaction of business.

 

With a quorum present, the applicable shareholders approved the following proposals: (i) Extension Amendment Proposal; (ii) the Conversion Amendment Proposal; (iii) the Redemption Limitation Amendment Proposal; (iv) the amendment of the Letter Agreement (the “Letter Agreement Amendment Proposal”); and (v) the appointment of Richard Thompson and Sharon Youngblood as Class I directors to each serve on the Board for a three-year term expiring at the third succeeding annual general meeting after their appointment, or until their successors have been qualified and appointed (the “Director Election Proposal” and, together with the Extension Amendment Proposal, the Conversion Amendment Proposal, the Redemption Limitation Amendment Proposal and the Letter Agreement Amendment Proposal, the “Proposals”). Each of the Proposals received the requisite vote for approval.

 

The voting results for each Proposal were as follows:

 

Proposal No. 1 – The Extension Amendment Proposal

 

For		Against		Abstain
22,101,772		3,369,919		0

 

Proposal No. 2 – The Conversion Amendment Proposal

 

For		Against		Abstain
23,032,258		2,439,433		0

 

Proposal No. 3 – The Redemption Limitation Amendment Proposal

 

For		Against		Abstain
23,032,258		2,439,433		0

 

Proposal No. 4 – The Letter Agreement Amendment Proposal

 

For		Against		Abstain
22,101,772		3,369,919		0

 

Proposal No. 5 – The Director Election Proposal

 

		For		Against		Abstain
Richard Thompson		7,666,667		0		0
Sharon Youngblood		7,666,667		0		0

 

As there were sufficient votes to approve each of the prior proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.

 

 

Item 8.01.

Other Events.

 

The information disclosed under Item 5.03 and Item 5.07 of this Current Report is incorporated by reference into this Item 8.01.

 

Sponsor Contribution to the Trust Account

 

As previously announced, the Sponsor will make monthly deposits directly to the Company’s trust account (the “Trust Account”) of $150,000 per month (each deposit, a “Contribution”) that remains outstanding after the approval and implementation of the Extension Amendment Proposal. Such Contributions will be made pursuant to a non-interest bearing, unsecured promissory note (the “Promissory Note”) issued by the Company to the Sponsor.

 

The Promissory Note will be repayable by the Company to the Sponsor upon the earlier of until the earlier of (i) the consummation of a business combination, and (ii) the Extended Date (or any earlier date of termination, dissolution or winding up of the Company in accordance with its Articles or as otherwise determined in the sole discretion of the Board) (the earlier of (i) and (ii), the “Maturity Date”). The Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor upon the Maturity Date. Any outstanding principal under the Promissory Note may be prepaid at any time by the Company, at its election and without penalty.

 

The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

Redemptions

 

In connection with the vote to approve the Extension Amendment Proposal, holders of 8,362,234 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of approximately $90,726,470.51. As a result, approximately $158,813,164.69 remains in the Trust Account and 14,637,766 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. 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 March 29, 2023, in the Proxy Statement filed with the SEC on December 4, 2023 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. The following exhibits are filed with this Form 8-K:

 

Exhibit No.		Description
3.1*		First Amendment to the Amended and Restated Memorandum and Articles of Association.
10.1		Amendment No. 1 the Letter Agreement, dated January 10, 2024, by and among Spring Valley Acquisition Corp. II, Spring Valley Acquisition Sponsor II, LLC and the other parties thereto.
10.2*		Promissory Note, dated January 10, 2024, by and between Spring Valley Acquisition Corp. II and Spring Valley Acquisition Sponsor II, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*            Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.

 

 

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 17, 2024	SPRING VALLEY ACQUISITION CORP. II
	By:	/s/ Christopher Sorrells
	Name:	Christopher Sorrells
	Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

 

Registrar of Companies

Government Administration Building

133 Elgin Avenue

George Town

Grand Cayman

 

Spring Valley Acquisition Corp. II (ROC #370455) (the "Company")

 

TAKE NOTICE that by minutes of an extraordinary general meeting in lieu of an annual general meeting of the Company dated 10 January 2024, the following special resolutions were passed:

 

4.

Proposal No. 1 – The Extension Amendment Proposal

 

RESOLVED, as a special resolution THAT, effective immediately, the Memorandum and Articles be amended by:

 

(a)          the first sentence of Article 49.7 of the Company’s Memorandum and Articles be deleted in its entirety and be replaced with the following new first sentence of Article 49.7:

 

“In the event that the Company does not consummate a Business Combination within 36 months from the closing of the IPO, or such later time as its board of Directors may approve in accordance with the Articles, the Company shall:”

 

(b)         Article 49.8 of the Company’s Memorandum and Articles be deleted it in its entirety and be replaced it with the following new Article 49.8:

 

“[Reserved.]”

 

(c)          Article 49.9(a) of the Company’s Memorandum and Articles be deleted in its entirety and be replaced with the following new Article 49.9(a):

 

“to modify the substance or timing of the Company’s obligation to: (i) allow redemptions of the Public Shares in connection with a Business Combination; or (ii)  redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination within 36 months from the closing of the IPO, or such earlier date as the board of directors may approve in accordance with the Articles; or”

 

5.

Proposal No. 2 – The Conversion Amendment Proposal

 

RESOLVED, as a special resolution, THAT:

 

(a)          Article 49.11 of the Company’s Memorandum and Articles be deleted in its entirety and be replaced with the following new Article 49.11:

 

“Except in connection with the conversion of Class B shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with Public Shares: (i) on any Business Combination; and (ii) to approve an amendment to the Articles to (x) extend the time to consummate a Business Combination beyond 36 months from the consummation of the IPO, or (y) amend this Article 49.11(b)(ii)”

 

 

Filed: 11-Jan-2024 14:37 EST

www.verify.gov.ky File#: 370455

Auth Code: C31031075477

 

 

(b)         Article 29.1 of the Company’s Memorandum and Articles be deleted in its entirety and be replaced with the following new Article 29.1:

 

“Prior to the date on which all Class B Shares have been converted into Class A Shares, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior to the date on which all Class B Shares have been converted into Class A Shares, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director.”

 

6.

Proposal No. 3 – The Redemption Limitation Amendment Proposal

 

RESOLVED, as a special resolution, THAT:

 

(a)         Article 49.2 of the Company’s Memorandum and Articles be deleted in its entirety and be replaced with the following new Article 49.2(b):

 

“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”

 

(b)         the below final sentence of Article 49.5 of the Company’s Memorandum and

 

Articles be deleted in its entirety:

 

“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the

 

“Redemption Limitation”).”

 

(c)         the below final sentence of Article 49.9 of the Company’s Memorandum and Articles be deleted in its entirety:

 

“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

 

/s/ Ashley Jervis

Ashley Jervis

Corporate Administrator

for and on behalf of

Maples Corporate Services Limited

 

Dated this 11th day of January 2024

 

 

Filed: 11-Jan-2024 14:37 EST

www.verify.gov.ky File#: 370455

Auth Code: C31031075477

 

 

 

 

Exhibit 10.1

 

Execution Version

 

AMENDMENT NO. 1 TO LETTER AGREEMENT

 

THIS AMENDMENT NO. 1 TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of January 10, 2024, by and among (i) Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), (ii) Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the other undersigned persons (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Company, the Sponsor and each of the Insiders are parties to that certain Letter Agreement, dated as of October 12, 2022 (the “Original Agreement” and, as amended by this Amendment, the “Letter Agreement”), pursuant to which, the Sponsor and the Insiders each agreed with the Company, among other matters, to certain transfer restrictions with respect to any Founder Shares, Private Placement Warrants or Ordinary Shares issued or issuable upon conversion of the Founder Shares of Private Placement Warrants;

 

WHEREAS, the parties hereto desire to amend the Original Agreement as provided herein; and

 

WHEREAS, pursuant to Paragraph 13 of the Original Agreement, the Original Agreement can be amended by a written instrument executed by all parties to the agreement.

 

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

 

Amendments to the Letter Agreement. The parties hereby agree to the following amendments to the Letter Agreement:

 

(a)

Paragraph 12(a) is amended by deleting the words “on or after the first anniversary of the Business Combination Closing” and replacing them with the words “at least 120 days after the Business Combination Closing”.

 

(b)

Paragraph 12(d) is amended by deleting the words “on or after the first anniversary of the Business Combination Closing” and replacing them with the words “commencing at least 120 days after the Business Combination Closing”.

 

Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall become effective upon the date first set forth above.

 

Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Letter Agreement in the Original Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Letter Agreement, as amended by this Amendment (or as the Letter Agreement may be further amended or modified in accordance with the terms thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Original Agreement.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

 

[Signature Page to Amendment No. 1 to Letter Agreement]

 

 

IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Amendment No. 1 to Letter Agreement as of the date first above written.

 

	SPRING VALLEY ACQUISITION SPONSOR II, LLC, a Delaware limited liability company
	By:	/s/ David Levinson
	Name:	David Levinson
	Title:	Corporate Secretary
		/s/ Christopher Sorrells
		Christopher Sorrells
		/s/ Robert Kaplan
		Robert Kaplan
		/s/ David Levinson
		David Levinson
		/s/ Kevin Pohler
		Kevin Pohler
		/s/ David Buzby
		David Buzby
		/s/ Richard Thompson
		Richard Thompson
		/s/ Sharon Youngblood
		Sharon Youngblood

 

[Signature Page to Amendment No. 1 to Letter Agreement]

 

 

Acknowledged and Agreed:

 

SPRING VALLEY ACQUISITION CORP. II, 

a Cayman Islands exempted company

 

By:	/s/ Christopher Sorrells
Name:	Christopher Sorrells
Title:	Chief Executive Officer and Chairman

 

[Signature Page to Amendment No. 1 to Letter Agreement]

 

Exhibit 10.2

 

Execution Version

 

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

  

PROMISSORY NOTE

 

Principal Amount: up to $3,150,000

Dated as of January 10, 2024

 

Spring Valley Acquisition Corp. II, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Holder”), or order, the principal sum of up to $3,150,000 in lawful money of the United States of America, on the terms and conditions described below (this “Note”).

 

1.              Principal. The entire unpaid Principal Amount (as defined below) under this Note shall be due and payable in full (unless otherwise satisfied, in the case of clauses (i) and (iii)) on the earlier of: (i) the date by which the Maker has to complete its initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (the “Business Combination”) pursuant to the Maker’s amended and restated memorandum and articles of association (as may be amended from time to time, the “Articles of Association”), (ii) immediately upon the consummation of the Business Combination and (iii) if the Business Combination is not consummated, the date of the termination, dissolution or winding up of the Maker as determined in the sole discretion of the Maker’s board of directors (such earlier date of (i), (ii) and (iii), the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding unpaid Principal Amount under this Note may be prepaid at any time by the Maker, at its election and without penalty. Under no circumstances shall any individual, including, but not limited to, any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 

2.              Interest. No interest shall accrue on the unpaid Principal Amount of this Note.

 

3.              Drawdowns; Register. Beginning on January 11, 2024, and thereafter on the fifteenth day of each month until the Maturity Date (or if such fifteenth day is not a business day, on the business day immediately preceding such fifteenth day), the Holder shall advance directly to the Maker’s Trust Account (as defined in the Articles of Association) $150,000 (each, an “Advance” and the sum of all Advances, the “Principal Amount”). The Maker shall maintain a register reflecting each Advance and any prepayment of all or a portion of the Principal Amount outstanding under this Note for purposes of recording the aggregate unpaid Principal Amount of this Note outstanding at any time.

 

4.              Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid Principal Amount of this Note.

 

5.              Events of Default. The following shall constitute an event of default (“Event of Default”):

 

(a)              Failure to Make Required Payments. Failure by Maker to pay the unpaid Principal Amount due pursuant to this Note on the Maturity Date.

 

(b)              Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

 

 

(c)              Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

 

6.              Remedies.

 

(a)              Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Holder may, by written notice to the Maker, declare this Note to be immediately due and payable, whereupon the unpaid Principal Amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable (unless otherwise satisfied) without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b)              Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid Principal Amount of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of the Holder.

 

7.              Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Holder under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Holder.

 

8.              Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

 

9.              Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

10.             Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

 

11.             Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

 

12.              Trust Waiver. Notwithstanding anything herein to the contrary, the Holder hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

 

13.              Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Holder.

 

14.              Assignment; Successors and Assigns. No assignment or transfer of this Note or any rights or obligations hereunder may be made by either party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. This Note shall be binding upon and benefit the permitted successors and permitted assigns of a party hereto.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the Maker, intending to be legally bound, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

	Spring Valley Acquisition Corp. II a Cayman Islands exempted company
	By:	/s/ Robert Kaplan
	Name:	Robert Kaplan
	Title:	Chief Financial Officer and Vice President of Business Development

 

Acknowledged and agreed (and intending to be legally bound with respect to Section 3 hereof) as of the day and year first above written:

 

Spring Valley Acquisition Sponsor II, LLC

 

 

By:	/s/ David Levinson
Name:	David Levinson
Title:	Corporate Secretary

 

[Signature Page to Promissory Note]

 

v3.23.4

Cover	Jan. 10, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41529
Entity Registrant Name	SPRING VALLEY ACQUISITION CORP. II
Entity Central Index Key	0001843477
Entity Tax Identification Number	98-1579063
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	2100 McKinney Ave.
Entity Address, Address Line Two	Suite 1675
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	214
Local Phone Number	308-5230
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, one right and one-half of one redeemable public warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, one right and one-half of one redeemable public warrant
Trading Symbol	SVIIU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	SVII
Security Exchange Name	NASDAQ
Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A ordinary share [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A ordinary share
Trading Symbol	SVIIR
Security Exchange Name	NASDAQ
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 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable public warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise
Trading Symbol	SVIIW
Security Exchange Name	NASDAQ

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