Spring Valley Acquisition Corp. II extends business combination deadline to 36 months; ~$90.7M in redemptions

Spring Valley Acquisition Corp. II

Shareholders approved extension of deadline from 15 to 36 months post-IPO, to January 2026.
Sponsor will contribute $150,000 per month to trust via unsecured, non-interest bearing promissory note.
Holders of 8,362,234 Class A shares redeemed for ~$10.85/share, totaling ~$90.7M.
Trust account has ~$158.8M remaining with 14,637,766 Class A shares outstanding.
Richard Thompson and Sharon Youngblood elected as Class I directors.

item 1.01 item 3.03 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Spring Valley Acquisition Corp. II: Extended the deadline to consummate a business combination from 15 months to 36 months after the IPO (effective 2024-01-10).

Change: charter amendment
Effective: 2024-01-10

Exact text from the filing

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

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Spring Valley Acquisition Corp. II: Eliminated the $5,000,001 net tangible assets redemption limitation (effective 2024-01-10).

Change: charter amendment
Effective: 2024-01-10

Exact text from the filing

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

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Spring Valley Acquisition Corp. II: Removed a restriction on Class B ordinary shares converting to Class A ordinary shares before a business combination (effective 2024-01-10).

Change: charter amendment
Effective: 2024-01-10

Exact text from the filing

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

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Spring Valley Acquisition Corp. II amended Letter Agreement Amendment with Spring Valley Acquisition Corp. II, Spring Valley Acquisition Sponsor II, LLC, and certain individuals valued at Modify vesting requirements for 25% of Founder Shares held by Sponsor at closing of initial business (effective 2024-01-10).

Action: amendment
Counterparty: Spring Valley Acquisition Corp. II, Spring Valley Acquisition Sponsor II, LLC, and certain individuals
Value: Modify vesting requirements for 25% of Founder Shares held by Sponsor at closing of initial business
Effective: 2024-01-10

Exact text from the filing

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.

View on SEC.gov