SVIIR / Spring Valley Acquisition Corp. II - Equity Right - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

STRICTLY PRIVATE & CONFIDENTIAL Legal Disclaimers © 2025 EAGLE ENERGY METALS CORP. 2 The information contained in this presentation is provided solely to assist interested parties in making their own evaluation with respect to a potential business co

Exhibit 99.1 STRICTLY PRIVATE & CONFIDENTIAL Powering America: From the Ground to the Grid I N V E S T O R P R E S E N T A T I O N 2 0 2 5 STRICTLY PRIVATE & CONFIDENTIAL Legal Disclaimers © 2025 EAGLE ENERGY METALS CORP. 2 The information contained in this presentation is provided solely to assist interested parties in making their own evaluation with respect to a potential business combination b

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Filed by Spring Valley Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spring Valley Acquisition Corp. II Commission File No. 001-41529 Subject Company: Eagle Energy Metals Corp. Commission File No. 333-289798-01 Date: August 28, 2025 As previously disclosed, on July 30, 2

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

TABLE OF CONTENTS 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 ☒ 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 Pr

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): August 29, 2025 SPRING VALLEY ACQ

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): August 29, 2025 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41529 98-1579063 (State or other jurisdiction of incorpora

STRICTLY PRIVATE & CONFIDENTIAL Legal Disclaimers © 2025 EAGLE ENERGY METALS CORP. 2 The information contained in this presentation is provided solely to assist interested parties in making their own evaluation with respect to a potential business co

Exhibit 99.1 STRICTLY PRIVATE & CONFIDENTIAL Powering America: From the Ground to the Grid I N V E S T O R P R E S E N T A T I O N 2 0 2 5 STRICTLY PRIVATE & CONFIDENTIAL Legal Disclaimers © 2025 EAGLE ENERGY METALS CORP. 2 The information contained in this presentation is provided solely to assist interested parties in making their own evaluation with respect to a potential business combination b

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): August 29, 2025 SPRING VALLEY ACQ

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): August 29, 2025 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41529 98-1579063 (State or other jurisdiction of incorpora

Security Type

Calculation of Filing Fee Tables S-4 Spring Valley Acquisition Corp. II Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry

Spring Valley Acquisition Corp. II LIST OF SUBSIDIARIES

Exhibit 21.1 Spring Valley Acquisition Corp. II LIST OF SUBSIDIARIES Entity Name Jurisdiction of Incorporation Spring Valley Merger Sub II, Inc. Nevada

CONSENT OF DIRECTOR NOMINEE August 21, 2025

Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE August 21, 2025 In connection with the filing by Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“SVII”), and Eagle Energy Metals Corp., a Nevada corporation, as co-registrants, of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amen

CONSENT OF DIRECTOR NOMINEE August 21, 2025

Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE August 21, 2025 In connection with the filing by Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“SVII”), and Eagle Energy Metals Corp., a Nevada corporation, as co-registrants, of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amen

As filed with the Securities and Exchange Commission on August 22, 2025.

Table of Contents As filed with the Securities and Exchange Commission on August 22, 2025.

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Filed by Spring Valley Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spring Valley Acquisition Corp. II Commission File No. 001-41529 Subject Company: Eagle Energy Metals Corp. Date: August 20, 2025 As previously disclosed, on July 30, 2025, Spring Valley Acquisition Cor

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Filed by Spring Valley Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spring Valley Acquisition Corp. II Commission File No. 001-41529 Subject Company: Eagle Energy Metals Corp. Date: August 14, 2025 As previously disclosed, on July 30, 2025, Spring Valley Acquisition Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4152

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): July 30, 2025 SPRING VALLEY ACQUI

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): July 30, 2025 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41529 98-1579063 (State or other jurisdiction of incorporati

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.3 Final Form AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Eagle Nuclear Energy Corp., a Nevada corporation (formerly known as Spring Valley Acquisition Corp. II, a Cayman Islands exempted corporation) (the “Company”), Spring Valley Acquisition Sp

Agreement and Plan of Merger, dated July 30, 2025, by and among SVII, the Company and Merger Sub.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of July 30, 2025 by and among SPRING VALLEY ACQUISITION CORP. II, SPRING VALLEY MERGER SUB II, INC., and EAGLE ENERGY METALS CORP. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction 17 ARTICLE II THE MERGER; CLOSING 18 Section 2.01 The Merger 18 Section 2.02 Effects of the M

Form of Lock-Up Agreement.

  Exhibit 10.4   Final Form   LOCK-UP AGREEMENT   [On or before Closing Date]   Spring Valley Acquisition Corp. II 2100 McKinney Ave., Suite 1675 Dallas, TX 75201   Re:      Lock-Up Agreement   Ladies and Gentlemen:   This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 30, 2025, ente

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.3 Final Form AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Eagle Nuclear Energy Corp., a Nevada corporation (formerly known as Spring Valley Acquisition Corp. II, a Cayman Islands exempted corporation) (the “Company”), Spring Valley Acquisition Sp

Agreement and Plan of Merger, dated July 30, 2025, by and among SVII, the Company and Merger Sub.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of July 30, 2025 by and among SPRING VALLEY ACQUISITION CORP. II, SPRING VALLEY MERGER SUB II, INC., and EAGLE ENERGY METALS CORP. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction 17 ARTICLE II THE MERGER; CLOSING 18 Section 2.01 The Merger 18 Section 2.02 Effects of the M

Form of Voting and Support Agreement.

Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is dated as of July 30, 2025, by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), Eagle Energy Metals Corp., a Nevada corporation (the “Company”), and [●] (the “Stockholder”). Capitalized terms used but not defined herein shall have the respe

Securities Purchase Agreement dated July 30, 2025.

Exhibit 10.5 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2025, by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Eagle Energy Metals Corp., a Nevada corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and as

Sponsor Support Agreement, dated July 30, 2025, by and between SVII, the Company and the Sponsor.

Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of July 30, 2025, by and among Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), and Eagle Energy Metals Corp., a Nevada corporation (the “Company”).

Securities Purchase Agreement dated July 30, 2025.

Exhibit 10.5 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2025, by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Eagle Energy Metals Corp., a Nevada corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and as

Sponsor Support Agreement, dated July 30, 2025, by and between SVII, the Company and the Sponsor.

Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of July 30, 2025, by and among Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), and Eagle Energy Metals Corp., a Nevada corporation (the “Company”).

Form of Lock-Up Agreement.

  Exhibit 10.4   Final Form   LOCK-UP AGREEMENT   [On or before Closing Date]   Spring Valley Acquisition Corp. II 2100 McKinney Ave., Suite 1675 Dallas, TX 75201   Re:      Lock-Up Agreement   Ladies and Gentlemen:   This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 30, 2025, ente

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): July 30, 2025 SPRING VALLEY ACQUI

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): July 30, 2025 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41529 98-1579063 (State or other jurisdiction of incorporati

Form of Voting and Support Agreement.

Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is dated as of July 30, 2025, by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), Eagle Energy Metals Corp., a Nevada corporation (the “Company”), and [●] (the “Stockholder”). Capitalized terms used but not defined herein shall have the respe

EAGLE ENERGY METALS, RIGHTHOLDER OF THE LARGEST MINEABLE, MEASURED AND INDICATED U.S. URANIUM DEPOSIT, TO GO PUBLIC VIA BUSINESS COMBINATION WITH SPRING VALLEY ACQUISITION CORP. II

Exhibit 99.1 EAGLE ENERGY METALS, RIGHTHOLDER OF THE LARGEST MINEABLE, MEASURED AND INDICATED U.S. URANIUM DEPOSIT, TO GO PUBLIC VIA BUSINESS COMBINATION WITH SPRING VALLEY ACQUISITION CORP. II · Eagle will become the first domestic uranium resource exploration company with Small Modular Reactor (SMR) technology to go public, with a clear path to development supported by a substantial uranium reso

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): July 31, 2025 SPRING VALLEY ACQUI

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): July 31, 2025 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41529 98-1579063 (State or other jurisdiction of incorporati

STRICTLY PRIVATE & CONFIDENTIAL Powering America: From the Ground to the Grid I N V E S T O R P R E S E N T A T I O N 2 0 2 5 STRICTLY PRIVATE & CONFIDENTIAL Legal Disclaimers © 2025 EAGLE ENERGY METALS CORP. 2 The information contained in this prese

Exhibit 99.2 STRICTLY PRIVATE & CONFIDENTIAL Powering America: From the Ground to the Grid I N V E S T O R P R E S E N T A T I O N 2 0 2 5 STRICTLY PRIVATE & CONFIDENTIAL Legal Disclaimers © 2025 EAGLE ENERGY METALS CORP. 2 The information contained in this presentation is provided solely to assist interested parties in making their own evaluation with respect to a potential business combination b

STRICTLY PRIVATE & CONFIDENTIAL Powering America: From the Ground to the Grid I N V E S T O R P R E S E N T A T I O N 2 0 2 5 STRICTLY PRIVATE & CONFIDENTIAL Legal Disclaimers © 2025 EAGLE ENERGY METALS CORP. 2 The information contained in this prese

Exhibit 99.2 STRICTLY PRIVATE & CONFIDENTIAL Powering America: From the Ground to the Grid I N V E S T O R P R E S E N T A T I O N 2 0 2 5 STRICTLY PRIVATE & CONFIDENTIAL Legal Disclaimers © 2025 EAGLE ENERGY METALS CORP. 2 The information contained in this presentation is provided solely to assist interested parties in making their own evaluation with respect to a potential business combination b

EAGLE ENERGY METALS, RIGHTHOLDER OF THE LARGEST MINEABLE, MEASURED AND INDICATED U.S. URANIUM DEPOSIT, TO GO PUBLIC VIA BUSINESS COMBINATION WITH SPRING VALLEY ACQUISITION CORP. II

Exhibit 99.1 EAGLE ENERGY METALS, RIGHTHOLDER OF THE LARGEST MINEABLE, MEASURED AND INDICATED U.S. URANIUM DEPOSIT, TO GO PUBLIC VIA BUSINESS COMBINATION WITH SPRING VALLEY ACQUISITION CORP. II · Eagle will become the first domestic uranium resource exploration company with Small Modular Reactor (SMR) technology to go public, with a clear path to development supported by a substantial uranium reso

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): July 31, 2025 SPRING VALLEY ACQUI

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): July 31, 2025 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41529 98-1579063 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-415

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SPRING VALLEY ACQUISITION CORP. II

Insider Trading Policy

Exhibit 19 SPRING VALLEY ACQUISITION CORP. II Insider Trading POLICY Spring Valley Acquisition Corp. II (the “Company”) has adopted the following policy and procedures for securities trading by the Company and the Company’s directors, employees and other individuals (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insid

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41529 CUSIP NUMBER G83752108 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on For

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

SVII / Spring Valley Acquisition Corp. II / Camac Fund, LP Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Spring Valley Acquisition Corp. II (Name of issuer) Class A Ordinary Shares, par value $.0001 per share (Title of class of securities) G83752108 (CUSIP number) 11/14/2024 (Date of event which requires the filing of this statement) Ch

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): November 13, 2024 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or org

Second Amendment to the Amended and Restated Memorandum and Articles of Association. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2024).

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 13 November 2024, the following special resolution was passed: Proposal No. 1 – The Extension Amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

First Amendment to the Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2024).

Exhibit 10.2 AMENDMENT NO. 1 TO THE NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST THIS AMENDMENT NO. 1 TO THE NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST (this “Amendment”) is made as of November , 2024, by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“SVII”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2024).

Exhibit 10.3 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2024 by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“SVII”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 (Co

SVII / Spring Valley Acquisition Corp. II / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formsc13ga-spring.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Spring Valley Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G83752108 (CUSIP Number) September 30, 2024 (Date of Event Which Requir

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

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 De

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

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 De

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 8, 2024 SPRING VALLEY AC

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 8, 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 (Com

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 24, 2024 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or orga

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

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 De

Other Events

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): October 28, 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 (Com

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

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 De

Financial Statements and Exhibits, Other Events

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): October 22, 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 (Com

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

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

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 22, 2024).

Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2024 by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“SVII”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor

Other Events

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): October 18, 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 (Com

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

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 De

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

TABLE OF CONTENTS 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 ☒ 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 Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES ACT OF 1934 Filed by the Registrant ☒ 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)(

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

TABLE OF CONTENTS 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 ☒ 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 Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4152

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-415

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SPRING VALLEY ACQUISITION CORP. II

Spring Valley Acquisition Corp. II Clawback Policy

Exhibit 97.1 SPRING VALLEY ACQUISITION CORP. II CLAWBACK POLICY PURPOSE Spring Valley Acquisition Corp. II (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Boa

Description of Registrant’s Securities.

Exhibit 4.7 SPRING VALLEY ACQUISITION CORP. II DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Spring Valley Acquisition Corp. II is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference

KYG837521080 / Spring Valley Acquisition Corp. II / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d762428dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Spring Valley Acquisition Corp. II (Name of Issuer) Units (Title of Class of Securities) G83752108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

KYG837521080 / Spring Valley Acquisition Corp. II / Vivaldi Asset Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Spring Valley Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G83752108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriat

KYG837521080 / Spring Valley Acquisition Corp. II / ARISTEIA CAPITAL LLC Passive Investment

SC 13G 1 formspringvalleysc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. *) Spring Valley Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G83752108 (CUSIP Number) December 31, 2023 (Date of Event Which Requ

KYG837521080 / Spring Valley Acquisition Corp. II / Spring Valley Acquisition Sponsor II, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm246035d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Spring Valley Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G83752108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fili

Other Events

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 25, 2024 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or orga

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 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2024).

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 othe

First Amendment to the Amended and Restated Memorandum and Articles of Association. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2024).

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 Ame

Promissory Note, dated January 10, 2024, by and between Spring Valley Acquisition Corp. II and Spring Valley Acquisition Sponsor II, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2024).

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 SUBSTAN

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 orga

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

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 State

Financial Statements and Exhibits, Other Events

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 organ

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 f

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 (B

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

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 State

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

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 State

Other Events

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): December 29, 2023 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-41529 (Co

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 (Amendment No. )

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 (Amendment No. ) 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)) ¨ Defin

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

TABLE OF CONTENTS 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 ☒ 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)) ☒ Defi

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

TABLE OF CONTENTS 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 ☒ 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)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4152

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-415

Description of Registrant’s Securities.

Exhibit 4.7 SPRING VALLEY ACQUISITION CORP. II DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Spring Valley Acquisition Corp. II is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SPRING VALLEY ACQUISITION CORP. II

Spring Valley Acquisition Sponsor II, LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Spring Valley Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G83752108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriat

Sculptor Capital LP - SC 13G/A

SC 13G/A 1 d396631dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Spring Valley Acquisition Corp. II (Name of Issuer) Units (Title of Class of Securities) G83752108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

MILLENNIUM MANAGEMENT LLC

SC 13G/A 1 SVIISC13GA2023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SPRING VALLEY ACQUISITION CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G83752108 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Spring Valley Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares, Rights and Warrants Commencing October 28, 2022

Exhibit 99.1 Spring Valley Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares, Rights and Warrants Commencing October 28, 2022 DALLAS, Texas, October 28, 2022—(BUSINESS WIRE)—Spring Valley Acquisition Corp. II (NASDAQ: SVIIU) (the “Company”) announced that, commencing October 28, 2022, holders of the units sold in the Company’s initial public offering of 23,000,000

Financial Statements and Exhibits, Other Events

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): October 28, 2022 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or orga

SPRING VALLEY ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 SPRING VALLEY ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Spring Valley Acquisition Corp. II Opinion on the Financial Statement We have audited the accompanyin

Financial Statements and Exhibits, Other Events

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): October 17, 2022 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or orga

Sculptor Capital LP - SC 13G

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Spring Valley Acquisition Corp. II (Name of Issuer) Units (Title of Class of Securities) G83752124 (CUSIP Number) October 13, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

MILLENNIUM MANAGEMENT LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SPRING VALLEY ACQUISITION CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G83752124** (CUSIP Number) OCTOBER 13, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designat

Public Warrant Agreement, dated October 12, 2022, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

EX-4.1 4 tm216731d39ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Execution Version PUBLIC WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 12, 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 12, 2022, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Co

Administrative Services Agreement, dated October 12, 2022, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

Exhibit 10.5 Execution Version SPRING VALLEY ACQUISITION CORP. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 October 12, 2022 Spring Valley Acquisition Sponsor II, LLC 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement

Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

EX-3.1 3 tm216731d39ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SPRING VALLEY ACQUISITION CORP. II (adopted by special resolution dated 12 October 2022 and effective on 12 october 2022) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AME

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

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): October 12, 2022 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or orga

Private Placement Warrants Purchase Agreement, dated October 12, 2022, between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

Exhibit 10.3 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT    THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 12, 2022, is entered into by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Spring Valle

Underwriting Agreement, dated as of October 12, 2022, among the Company and Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives of the several underwriters

Exhibit 1.1 Execution Version Spring Valley ACQUISITION Corp. II 20,000,000 Units Underwriting Agreement October 12, 2022 Citigroup Global Markets Inc. Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New Yo

Rights Agreement, dated October 12, 2022, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

EX-4.3 6 tm216731d39ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 Execution Version RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of October 12, 2022, by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust, as rights agent (in such capacity, the “Rights Agent”)

Indemnity Agreement, dated October 12, 2022, by and between the Company and each of the officers and directors of the Company

Exhibit 10.4 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 12, 2022, by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Sharon Youngblood (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other c

Investment Management Trust Agreement, dated October 12, 2022, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

EX-10.1 7 tm216731d39ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 12, 2022 by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust

Registration and Shareholder Rights Agreement, dated October 12, 2022, among the Company and the Sponsor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

Exhibit 10.2 Execution Version REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2022, is made and entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”),

Letter Agreement, dated October 12, 2022, by and between the Company, the Sponsor and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022). 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.

Exhibit 10.6 Execution Version October 12, 2022 Spring Valley Acquisition Corp. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands

Private Warrant Agreement, dated October 12, 2022, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022).

EX-4.2 5 tm216731d39ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Execution Version PRIVATE WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 12, 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 12, 2022, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and C

Spring Valley Acquisition Corp. II $200,000,000 20,000,000 Units

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-253156? PROSPECTUS ? Spring Valley Acquisition Corp. II $200,000,000 20,000,000 Units ? Spring Valley Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Spring Valley Acquisition Corp. II (Exact Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Spring Valley Acquisition Corp.

Spring Valley Acquisition Corp. II 2100 McKinney Ave., Suite 1675 Dallas, TX 75201 October 7, 2022

CORRESP 1 filename1.htm Spring Valley Acquisition Corp. II 2100 McKinney Ave., Suite 1675 Dallas, TX 75201 October 7, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Spring Valley Acquisition Corp. II Registration Statement on Form S-1, as amended File No. 333-253156 Ladies and Gentlemen: Pursuant to Rule 461 under the

[Signature page follows]

CORRESP 1 filename1.htm October 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Spring Valley Acquisition Corp. II Registration Statement on Form S-1 Filed February 16, 2021, as amended File No. 333-253156 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of

Form of Amended and Restated Memorandum and Articles of Association.

EX-3.2 3 tm216731d34ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SPRING VALLEY ACQUISITION CORP. II (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement

Form of Letter Agreement among the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 [●], 2022 Spring Valley Acquisition Corp. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Co

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purp

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parti

Second Amended and Restated Promissory Note, dated as of September 26, 2022, between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 of the Company’s Form S-1 (File No. 333-253156), filed with the SEC on September 26, 2022).

EX-10.6 9 tm216731d34ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS SECOND AMENDED AND RESTATED 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 COU

Form of Underwriting Agreement.

Exhibit 1.1   Spring Valley ACQUISITION Corp. II   20,000,000 Units   Underwriting Agreement   [●], 2022   Citigroup Global Markets Inc. Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto   c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013   c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 La

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpo

As filed with the United States Securities and Exchange Commission on September 26, 2022 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on September 26, 2022 under the Securities Act of 1933, as amended.

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2022, is entered into by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition Sponsor II, LL

As filed with the United States Securities and Exchange Commission on August 24, 2022 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on August 24, 2022 under the Securities Act of 1933, as amended.

Spring Valley Acquisition Corp. II 2100 McKinney Avenue, Suite 1675 Dallas, TX 75201 August 24, 2022

Spring Valley Acquisition Corp. II 2100 McKinney Avenue, Suite 1675 Dallas, TX 75201 August 24, 2022 VIA EDGAR Attention: Eric McPhee Wilson Lee Isabel Rivera Jeffrey Gabor United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: Spring Valley Acquisition Corp. II Amendment No. 7 to Registration Statement o

As filed with the United States Securities and Exchange Commission on July 22, 2022 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on July 22, 2022 under the Securities Act of 1933, as amended.

Form of Underwriting Agreement.

EX-1.1 2 tm216731d29ex1-1.htm EXHIBIT 1.1 Exhibit 1.1   Spring Valley ACQUISITION Corp. II   20,000,000 Units   Underwriting Agreement   [●], 2022   Citigroup Global Markets Inc. Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto   c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013   c/o Guggenheim Securities, LLC 330

[Signature page follows]

March 31, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Pamela Howell Re: Spring Valley Acquisition Corp. II Registration Statement on Form S-1 Filed February 16, 2021, as amended File No. 333-253156 Dear Ms. Howell: On March 29, 2022, the undersigned, each for itself and the several underwriters, joined in the

Spring Valley Acquisition Corp. II 2100 McKinney Ave., Suite 1675 Dallas, TX 75201 March 31, 2022

CORRESP 1 filename1.htm Spring Valley Acquisition Corp. II 2100 McKinney Ave., Suite 1675 Dallas, TX 75201 March 31, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Pamela Howell Re: Spring Valley Acquisition Corp. II Registration Statement on Form S-1, as amended File No. 333-253156 Ladies and Gentlemen: O

[Signature page follows]

March 29, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Pamela Howell Re: Spring Valley Acquisition Corp. II Registration Statement on Form S-1 Filed February 16, 2021, as amended File No. 333-253156 Dear Ms. Howell: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as a

Spring Valley Acquisition Corp. II 2100 McKinney Ave., Suite 1675 Dallas, TX 75201 March 29, 2022

Spring Valley Acquisition Corp. II 2100 McKinney Ave., Suite 1675 Dallas, TX 75201 March 29, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Pamela Howell Re: Spring Valley Acquisition Corp. II Registration Statement on Form S-1, as amended File No. 333-253156 Ladies and Gentlemen: Pursuant to Rule 461 under the

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purp

As filed with the United States Securities and Exchange Commission on March 28, 2022 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on March 28, 2022 under the Securities Act of 1933, as amended.

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 2 tm216731d22ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer

Spring Valley Acquisition Corp. II 2100 McKinney Avenue, Suite 1675 Dallas, TX 75201 March 28, 2022

Spring Valley Acquisition Corp. II 2100 McKinney Avenue, Suite 1675 Dallas, TX 75201 March 28, 2022 VIA EDGAR Attention: Eric McPhee Wilson Lee Isabel Rivera James Lopez United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Re: Spring Valley Acquisition Corp. II Amendment No. 5 to Registration S

Filing Fee Table.*

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Spring Valley Acquisition Corp.

Form of Amended and Restated Memorandum and Articles of Association.*

EX-3.2 3 tm216731d13ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SPRING VALLEY ACQUISITION CORP. II (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement

As filed with the United States Securities and Exchange Commission on March 21, 2022 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on March 21, 2022 under the Securities Act of 1933, as amended.

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parti

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Spring Valley Acquisition Corp.

Form of Underwriting Agreement.

Exhibit 1.1 Spring Valley ACQUISITION Corp. II 20,000,000 Units Underwriting Agreement [·], 2022 Citigroup Global Markets Inc. Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentl

Form of Letter Agreement among the Registrant, the Sponsor and each director and executive officer of the Registrant.*

EX-10.8 10 tm216731d13ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 [●], 2022 Spring Valley Acquisition Corp. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp.

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.6 4 tm216731d13ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of  [], 2022, by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust, as rights agent (in such capacity, the “Rights Agent”). WHEREAS, the Company is

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

EX-10.3 9 tm216731d13ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2022, is entered into by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”),

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parti

Specimen Unit Certificate.*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR Spring Valley Acquisition Corp. II CERTAIN DEFINITIONS CUSIP G83752 124 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share

Form of Underwriting Agreement.

Exhibit 1.1 Spring Valley ACQUISITION Corp. II 20,000,000 Units Underwriting Agreement [⦁], 2022 Citigroup Global Markets Inc. Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentl

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2022, is entered into by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition Sponsor II, LL

Form of Letter Agreement among the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 [●], 2022 Spring Valley Acquisition Corp. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Co

Consent of Director Nominee – David Levinson.*

Exhibit 99.4 CONSENT OF DAVID LEVINSON Spring Valley Acquisition Corp. II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Spring Valley Acquisition Corp.

Consent of Director Nominee – Kevin Pohler.*

Exhibit 99.5 CONSENT OF KEVIN POHLER Spring Valley Acquisition Corp. II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to be

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [?], 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purp

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement

Amended and Restated Promissory Note, dated as of January 28, 2022, between the Registrant and the Sponsor.*

Exhibit 10.6 THIS AMENDED AND RESTATED 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 SUBS

As filed with the United States Securities and Exchange Commission on February 11, 2022 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on February 11, 2022 under the Securities Act of 1933, as amended.

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purp

Specimen Warrant Certificate.*

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SPRING VALLEY ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP G83752 116 Warrant Certificate This Warrant Certificate certifies that, or registered assigns, is the registered hold

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpo

As filed with the United States Securities and Exchange Commission on July 9, 2021 under the Securities Act of 1933, as amended.

S-1/A 1 tm216731-7s1a.htm S-1/A TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on July 9, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253156 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPRING VALLEY ACQUISITION CORP. II (E

As filed with the United States Securities and Exchange Commission on May 28, 2021 under the Securities Act of 1933, as amended.

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on May 28, 2021 under the Securities Act of 1933, as amended.

Specimen Unit Certificate.*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR Spring Valley Acquisition Corp. II CERTAIN DEFINITIONS CUSIP G83752 124 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share

- S-1/A

? As filed with the United States Securities and Exchange Commission on March 17, 2021 under the Securities Act of 1933, as amended.

Form of Code of Ethics.*

Exhibit 14 SPRING VALLEY ACQUISITION CORP. II CODE OF ETHICS 1. Introduction The Board of Directors of Spring Valley Acquisition Corp II. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: · promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional rel

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

Exhibit 10.5 SPRING VALLEY ACQUISITION CORP. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 [●], 2021 Spring Valley Acquisition Sponsor II, LLC 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parti

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Spring Valley Acquisition Sponsor II, LL

Specimen Class A Ordinary Share Certificate.*

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES SPRING VALLEY ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G83752 108 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF SPRING VALLEY ACQUISITION CORP. II (THE

Form of Indemnity Agreement.*

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and William Quinn (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro

Specimen Warrant Certificate.*

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Spring Valley Acquisition Corp. II Incorporated Under the Laws of the Cayman Islands CUSIP G83752 116 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [

Form of Underwriting Agreement.*

Exhibit 1.1 Spring Valley ACQUISITION Corp. II 20,000,000 Units Underwriting Agreement [⦁], 2021 Citigroup Global Markets Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 Ladies and Gentlemen:

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement

Form of Letter Agreement among the Registrant, the Sponsor and each director and executive officer of the Registrant.*

Exhibit 10.8 [?], 2021 Spring Valley Acquisition Corp. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the ?Co

Consent of Director Nominee – David Buzby.*

Exhibit 99.1 CONSENT OF DAVID BUZBY Spring Valley Acquisition Corp. II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei

Power of Attorney (included on signature page to the initial filing of this Registration Statement).*

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on February 16, 2021 under the Securities Act of 1933, as amended.

Consent of Director Nominee – Richard Thompson.*

Exhibit 99.2 CONSENT OF RICHARD THOMPSON Spring Valley Acquisition Corp. II (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents t

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SPRING VALLEY ACQUISITION CORP. II (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SPRING VALLEY

Securities Subscription Agreement, dated January 26, 2021, between the Registrant and the Sponsor.*

Exhibit 10.7 Spring Valley Acquisition Corp. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 January 26, 2021 Spring Valley Acquisition Sponsor II, LLC 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on January 26, 2021 by and between Spring Valley Acquisition Sponsor II, LLC, a Delaware limited lia

Promissory Note, dated as of January 26, 2021, between the Registrant and the Sponsor.*

Exhibit 10.6 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

Memorandum and Articles of Association.*

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 370455 On 19-Jan-2021 Assistant Registrar THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SPRING VALLEY ACQUISITION CORP. II Auth Code: E66654921389 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 370455 On 19-Jan-2021 Assistant Registrar THE COMPANIES

Consent of Director Nominee – Sharon Youngblood.*

Exhibit 99.3 CONSENT OF SHARON YOUNGBLOOD Spring Valley Acquisition Corp. II (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents