UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
PROXY
STATEMENT PURSUANT TO
SECTION 14(a) OF
THE SECURITIES 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):
x No fee
required
¨
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 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 12, 2024
SPRING VALLEY
ACQUISITION CORP. II
(Exact name of registrant as specified in its
charter)
|
Cayman Islands
(State or other jurisdiction
of incorporation) |
001-41529
(Commission
File Number) |
98-1579063
(IRS Employer
Identification No.) |
2100 McKinney Ave., Suite 1675
Dallas, TX 75201
(Address of principal executive offices, including
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 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 (§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. |
On October 10, 2024, Spring Valley Acquisition
Corp. II (the “Company”) filed a definitive proxy statement (the “Extension Proxy Statement”) for an extraordinary
general meeting (the “Meeting”) of its shareholders originally scheduled to be held on October 31, 2024, at 10:00 a.m.,
Eastern Time, to approve, among other things, an amendment to the Company’s amended and restated memorandum and articles of association
to amend the date by which the Company must consummate an initial business combination (the “Extension Amendment Proposal”)
to 36 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”). Defined terms used but not defined herein
have the meanings set forth in the Extension Proxy Statement.
In connection
with the Company’s Meeting to approve the Extension Amendment Proposal, the Company and the Company’s Sponsor, Spring Valley
Acquisition Sponsor II, LLC (the “Sponsor”), entered into a non-redemption agreement (the “Non-Redemption Agreement”)
with an unaffiliated third party, pursuant to which such third party agreed not to redeem (or to validly rescind any redemption requests
on) 600,000 Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) of the Company in connection
with the Extension Amendment Proposal. In exchange for the foregoing commitment not to redeem such Class A ordinary shares of the
Company, the Sponsor agreed to transfer or cause to be issued for no consideration an aggregate of 200,000 Founder Shares of the Company
in connection with the Company’s completion of an initial business combination. To date, the Company’s Sponsor has entered
into Non-Redemption Agreements covering an aggregate of 850,000 Class A ordinary shares and the transfer or issuance of 283,333 Founder
Shares.
The foregoing
summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement filed as Exhibit 10.1 on Current Report on Form 8-K, dated October 22, 2024 and incorporated herein
by reference.
Postponement of Extraordinary General Meeting
On October 28, 2024, the Company filed a
Current Report on Form 8-K announcing that it had decided to postpone the Meeting to November 8, 2024, at 12:00 p.m., Eastern
Time to allow additional time for the Company to engage with its shareholders. On November 8, 2024, the Company filed a Current Report
on Form 8-K announcing that it had decided to postpone the Meeting to November 12, 2024, at 11:00 a.m., Eastern Time to allow
additional time for the Company to engage with its shareholders.
The board of directors of the Company has decided
to postpone the Meeting to November 13, 2024, at 1:30 p.m., Eastern Time, to allow additional time for the Company to engage with
its shareholders.
In connection with the Meeting, as of November 11,
2024, the Company had received requests to redeem 13,149,337 Class A ordinary shares (the “Public Shares”). Holders of
1,488,429 Public Shares have not submitted requests for redemption by the redemption deadline. In connection with the postponement of
the Meeting, the Company has elected not to extend the deadline for delivery of redemption requests from the Company’s shareholders.
The redemption deadline expired at 5:00 p.m., Eastern Time, on November 6, 2024.
The postponed meeting will be held on November 13,
2024, at 1:30 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Suite 4700, Houston,
Texas 77002 and conducted remotely by teleconference. Shareholders can attend the postponed meeting by visiting https://www.cstproxy.com/svacii/egm2024.
If you do not have access to internet, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) (or +1 857-999-9155 if
you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 4967518#. Please note
that you will not be able to vote or ask questions at the Meeting if you choose to participate telephonically.
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. In addition, any statements that refer to our intent
to enter into one or more Non-Redemption Agreements in connection with the Meeting and the expected terms of any Non-Redemption Agreements
are forward-looking statements. 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 Securities and Exchange Commission (the “SEC”) on March 29, 2024, in the Extension
Proxy Statement filed in connection with the Meeting and Amendment on October 11, 2024 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.
Participants in the Solicitation
The Company and its directors and executive officers
and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of
the Extension Amendment Proposal and related matters. Information regarding the Company’s directors and executive officers is available
in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024. Additional information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Extension Proxy Statement.
Additional Information and Where to Find
It
The Company urges investors, shareholders and
other interested persons to read the Extension Proxy Statement as well as other documents filed by the Company with the SEC, because these
documents will contain important information about the Company and the Extension Amendment Proposal. Shareholders may obtain copies of
the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s
proxy solicitor, Sodali & Co., at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, (203) 658-9400, Email: SVII@info.sodali.com.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Dated: November 12, 2024 |
Spring Valley Acquisition Corp. II |
| |
|
| |
By: |
/s/ Robert Kaplan |
| |
Name: |
Robert Kaplan |
| |
Title: |
Chief Financial Officer and Vice President of Business Development |
Spring Valley Acquisitio... (NASDAQ:SVIIW)
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