Material Event Form 8 K

Item 8.01. Other Events.

Postponement of Extraordinary General Meeting

On October 10, 2024, Spring Valley Acquisition Corp. II (the "Company") filed a definitive proxy statement (the "Extension Proxy Statement") for an extraordinary general meeting (the "Meeting") of its shareholders originally scheduled to be held on October 31, 2024, at 10:00 a.m., Eastern Time, to approve, among other things, an amendment to the Company's amended and restated memorandum and articles of association to amend the date by which the Company must consummate an initial business combination (the "Extension Amendment Proposal") to 36 months from the closing of the initial public offering, or such earlier date as is determined by the Company's board of directors, in its sole discretion, to be in the best interests of the Company (the "Amendment"). On October 28, 2024, the Company filed a Current Report on Form 8-K announcing that it had decided to postpone the Meeting to November 8, 2024, at 12:00 p.m., Eastern Time to allow additional time for the Company to engage with its shareholders. Defined terms used but not defined herein have the meanings set forth in the Extension Proxy Statement.

The board of directors of the Company has decided to postpone the Meeting to November 12, 2024, at 11:00 a.m., Eastern Time, to allow additional time for the Company to engage with its shareholders.

In connection with the Meeting, as of November 7, 2024, the Company had received requests to redeem 13,149,337 Class A ordinary shares (the "Public Shares"). Holders of 1,488,429 Public Shares have not submitted requests for redemption by the redemption deadline. In connection with the postponement of the Meeting, the Company has elected not to extend the deadline for delivery of redemption requests from the Company's shareholders. The redemption deadline expired at 5:00 p.m., Eastern Time, on November 6, 2024.

The postponed meeting will be held on November 12, 2024, at 11:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Suite 4700, Houston, Texas 77002 and conducted remotely by teleconference. Shareholders can attend the postponed meeting by visiting https://www.cstproxy.com/svacii/egm2024. If you do not have access to internet, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 4967518#. Please note that you will not be able to vote or ask questions at the Meeting if you choose to participate telephonically.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Company's financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. In addition, any statements that refer to our intent to enter into one or more Non-Redemption Agreements in connection with the Meeting and the expected terms of any Non-Redemption Agreements are forward-looking statements. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company's management. Actual results and shareholders' value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 29, 2024, in the Extension Proxy Statement filed in connection with the Meeting and Amendment on October 11, 2024 and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and shareholders' value are beyond the Company's ability to control or predict.