Spring Valley Acquisition Corp. II Files 8-K with Key Corporate Updates

TL;DR

SVII filed an 8-K on 10/20/25 detailing delisting notices, charter amendments, and shareholder votes.

AI Summary

Spring Valley Acquisition Corp. II (SVII) filed an 8-K on October 20, 2025, detailing several significant events. These include a notice of delisting or failure to meet continued listing standards, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also covers other events and financial statements/exhibits, with a date as of October 17, 2025.

Why It Matters

This 8-K filing indicates potential changes in the listing status and corporate governance of Spring Valley Acquisition Corp. II, which could impact its stock and investor confidence.

Risk Assessment

Risk Level: medium — The mention of 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard' suggests potential financial or operational issues that could affect the company's stock.

Key Numbers

• 20251020 — Filing Date (Date the 8-K was officially filed with the SEC.)
• 20251017 — Date as of Change (The effective date for certain information within the filing.)
• $11.50 — Warrant Exercise Price (The price at which public warrants included in the units can be exercised.)

Key Players & Entities

• Spring Valley Acquisition Corp. II (company) — Filer of the 8-K
• SVII (company) — Ticker symbol for Spring Valley Acquisition Corp. II
• 20251020 (date) — Filing date of the 8-K
• 20251017 (date) — Date as of change for the filing
• $11.50 (dollar_amount) — Exercise price for redeemable public warrants

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, one right and one-half of on
• $11.50 — ordinary share at an exercise price of $11.50 SVIIW The Nasdaq Stock Market LLC I
• $0.01 b — ") an amount determined by multiplying $0.01 by the number of public shares then outst
• $11.93 — at a redemption price of approximately $11.93 per share, for an aggregate redemption
• $1,801.43 — gate redemption amount of approximately $1,801.43. As a result, approximately $26,404,398
• $26,404,398.04 — y $1,801.43. As a result, approximately $26,404,398.04 remains in the Trust Account and 2,213,

Filing Documents

• tm2528968d1_8k.htm (8-K) — 50KB
• tm2528968d1_ex3-1.htm (EX-3.1) — 9KB
• 0001104659-25-100531.txt ( ) — 296KB
• svii-20251014.xsd (EX-101.SCH) — 4KB
• svii-20251014_def.xml (EX-101.DEF) — 28KB
• svii-20251014_lab.xml (EX-101.LAB) — 38KB
• svii-20251014_pre.xml (EX-101.PRE) — 26KB
• tm2528968d1_8k_htm.xml (XML) — 9KB

03

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

07

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.

01

Item 8.01 Other Events 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

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 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,

Financial Statements and Exhibits

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

View Full Filing

View this 8-K filing on SEC EDGAR