Spring Valley Acquisition Sponsor II, LLC
will make monthly deposits directly to the trust account of $0.02
for each outstanding Class A ordinary share up to a maximum of
$150,000 per month and convert Class B ordinary shares to Class A
ordinary shares
Spring Valley Acquisition Corp. II (NASDAQ: “SVIIU”, “SVII”,
“SVIIW”, “SVIIR”) (“SVII” or the
“Company”) announced today that the
Company’s sponsor, Spring Valley Acquisition Sponsor II, LLC (the
“Sponsor”), will make monthly deposits
directly to the Company’s trust account of $0.02 for each
outstanding Class A ordinary share, par value $0.0001 per share, of
the Company, up to a maximum of $150,000 per month (each deposit, a
“Contribution”), in exchange for a
non-interest bearing, unsecured promissory note (the “Promissory Note”) issued by the Company to the
Sponsor following the approval and implementation of the Extension
Amendment Proposal (as defined below) on the terms described below.
This announcement is being made in anticipation of the Company’s
extraordinary general meeting to be held at 10:00 a.m., Eastern
Time, on January 10, 2024 (the “Shareholder
Meeting”) at which shareholders will be asked to vote on a
proposal to amend the Company’s amended and restated memorandum and
articles of association (the “Articles”) to, among other things, extend the date
by which the Company has to consummate a business combination (the
“Extension”) from 15 months from the
closing of the Company’s initial public offering (the “IPO”) to 36
months from the closing of the IPO, or such earlier date as is
determined by the Company’s board of directors (the “Board”), in
its sole discretion, to be in the best interests of the Company
(the “Extension Amendment Proposal”
and, such date, the “Extended
Date”).
If the Extension Amendment Proposal is approved, such
Contributions will begin on January 11, 2024, and thereafter on the
fifteenth day of each subsequent month (or if such fifteenth day is
not a business day, on the business day immediately preceding such
fifteenth day) until the earlier of (i) the consummation of a
business combination, and (ii) the Extended Date (or any earlier
date of termination, dissolution or winding up of the Company in
accordance with its Articles or as otherwise determined in the sole
discretion of the Board). In exchange for such Contributions, the
Sponsor will receive the Promissory Note from the Company in the
amount of the total Contributions. The Promissory Note is expected
to be settled in cash at the closing of the Company’s initial
business combination. The funds in the Company’s trust account
remain invested in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds investing
solely in U.S. government treasury obligations.
The Sponsor and the other holders of the Company’s Class B
ordinary shares, par value $0.0001 per share (the “Class B ordinary
shares”), also notified the Company that, pending approval at the
Shareholder Meeting of the proposal to amend the Articles to change
certain provisions which restrict the Class B ordinary shares from
converting to Class A ordinary shares prior to the consummation of
an initial business combination, of their intentions to elect as
soon as practicable after the Shareholder Meeting to convert an
aggregate of 7,666,666 Class B ordinary shares held by them to the
same number of Class A ordinary shares (the “Class B Conversion”).
As of December 29, 2023, after giving effect to the Class B
Conversion, there will be 1 Class B ordinary share outstanding.
If shareholders have any questions or need assistance please
call the Company’s proxy solicitor, Morrow Sodali LLC, at (800)
662-5200 (toll free) or banks and brokers can call collect at (203)
658-9400, or by e-mailing SVII.info@investor.morrowsodali.com.
About Spring Valley Acquisition Corp. II
Spring Valley Acquisition Corp. II (NASDAQ: SVII) is a special
purpose acquisition company (SPAC) formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination. SVII is
seeking to pursue an initial business combination target that
capitalizes on the expertise and ability of SVII’s management team,
particularly its executive officers in the broadly-defined
sustainability industry. For more information about SVII, please
visit www.sv-ac.com.
Additional Information and Where to Find It
On December 4, 2023, SVII filed a definitive proxy statement
(the “Proxy Statement”) with the
Securities and Exchange Commission (the “SEC”) in connection with its solicitation of
proxies for the Shareholder Meeting. SVII filed a supplement to the
definitive proxy statement with the SEC on December 4, 2023.
Investors and security holders are able to obtain free copies of
the Proxy Statement, related supplements and all other relevant
documents filed or that will be filed with the SEC by SVII through
the website maintained by the SEC at www.sec.gov. In addition, the
documents filed by SVII may be obtained free of charge from SVII’s
website at www.sv-ac.com or by written request to SVII at Spring
Valley Acquisition Corp. II at 2100 McKinney Ave, Suite 1675,
Dallas, TX 75201.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the Contributions, including statements regarding the benefits of
an anticipated initial business combination, the anticipated timing
of an initial business combination, and actual results may differ
from its expectations, estimates and projections (which, in part,
are based on certain assumptions) and consequently, you should not
rely on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions are intended to identify such forward-looking
statements. Although these forward-looking statements are based on
assumptions that SVII believes are reasonable, these assumptions
may be incorrect. These forward-looking statements also involve
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Factors
that may cause such differences include, but are not limited to:
(1) the outcome of any legal proceedings that may be instituted in
connection with any proposed business combination; (2) the
inability to complete any proposed business combination or related
transactions, including as a result of redemptions or the failure
by shareholders to adopt the Extension Amendment Proposal; (3)
inability to raise sufficient capital to fund our business plan,
including limitations on the amount of capital raised in any
proposed business combination as a result of redemptions or
otherwise; (4) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete any business
combination; (5) the risk that any proposed business combination
disrupts current plans and operations; (6) the inability to
recognize the anticipated benefits of any proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain key employees; (7) costs related to the
proposed business combination; (8) changes in the applicable laws
or regulations; (9) economic uncertainty caused by the impacts of
rising levels of inflation and interest rates; and (10) other risks
and uncertainties separately provided to you and indicated from
time to time described in filings and potential filings by SVII
with the SEC.
The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
investors as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the Proxy
Statement, SVII’s Annual Report on Form 10-K, its subsequent
Quarterly Reports on Form 10-Q, the Proxy Statement and any
supplements thereto, and other documents filed (or to be filed) by
SVII from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. These risks and uncertainties
may be amplified by the conflict between Russia and Ukraine, Israel
and Palestine and rising levels of inflation and interest rates,
which have caused significant economic uncertainty. Forward-looking
statements speak only as of the date they are made. Investors are
cautioned not to put undue reliance on forward-looking statements,
and SVII assumes no obligation and does not intend to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
securities and other applicable laws.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction pursuant to the Extension or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Participants in the Solicitation
SVII and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from
SVII’s shareholders, in favor of the approval of the Extension. For
information regarding SVII’s directors and executive officers,
please see SVII’s Annual Report on Form 10-K, its subsequent
Quarterly Reports on Form 10-Q, and the other documents filed (or
to be filed) by SVII from time to time with the SEC. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the Extension may be
obtained by reading the registration statement and the proxy
statement/prospectus and other relevant documents filed with the
SEC when they become available. Free copies of these documents may
be obtained as described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20240102679788/en/
INVESTOR RELATIONS CONTACT Spring Valley Acquisition
Corp. II: www.sv-ac.com Investors@sv-ac.com
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