SPRING VALLEY ACQUISITION CORP. II

SPRING VALLEY ACQUISITION CORP. II_June 30, 2025

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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

Commission File

Number 001-41529

SPRING VALLEY ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)


Cayman Islands	98-1579063
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2100 McKinney Ave., Suite 1675

Dallas, TX 75201

(214) 308-5230

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, one right and one-half of one redeemable public warrant	SVIIU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	SVII	The Nasdaq Stock Market LLC
Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A ordinary share	SVIIR	The Nasdaq Stock Market LLC
Redeemable public warrants included as part of the units; each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SVIIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 13, 2025, there were 9,880,095 Class A ordinary shares (consisting of 2,213,429 publicly-held Class A ordinary shares, 7,546,666 Converted Class A shares (as defined herein) held by Spring Valley Acquisition Sponsor II, LLC, and 120,000 Converted Class A shares not subject to redemption held by the registrant’s independent directors) and one Class B ordinary share, par value $0.0001 per share, of the registrant issued and outstanding.

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SPRING VALLEY ACQUISITION CORP. II

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		Page No.
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	1

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2025 and 2024	3

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

	SIGNATURE	41

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PART I. FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

SPRING VALLEY ACQUISITION CORP. II

CONDENSED BALANCE SHEETS


	June 30, 2025		December 31, 2024
	(unaudited)
Assets:
Current assets:
Cash	$	157,647	$	495,352
Prepaid expenses		47,347		61,361
Total current assets		204,994		556,713
Non-current assets:
Cash and investments held in Trust Account		26,090,885		25,554,084
Total non-current assets		26,090,885		25,554,084
Total Assets	$	26,295,879	$	26,110,797

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	46,668	$	88,768
Accrued expenses		—		120,000
Extension promissory notes - related party		1,500,000		1,500,000
Total current liabilities		1,546,668		1,708,768
Non-redemption agreements derivative liability		730,150		—
Total Liabilities		2,276,818		1,708,768

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 2,213,429 and 2,213,429 shares subject to possible redemption at $11.79 and $11.55 per share as of June 30, 2025 and December 31,2024, respectively		26,090,885		25,554,084

Shareholders’ Deficit:
Preference shares, $0.0001 par value 1,000,000 shares authorized; none issued and outstanding as of June 30, 2025 and December 31,2024, respectively		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 7,666,666 non-redeemable shares issued and outstanding as of June 30, 2025 and December 31, 2024		767		767
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024		—		—
Additional paid-in capital		—		—
Accumulated deficit		(2,072,591)		(1,152,822)
Total shareholders’ deficit		(2,071,824)		(1,152,055)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	26,295,879	$	26,110,797

The accompanying notes are an integral part of the unaudited condensed financial statements.

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SPRING VALLEY ACQUISITION CORP. II

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the three months ended				For the six months ended
	June 30,				June 30,
		2025		2024		2025		2024

General and administrative expenses	$	144,011	$	181,686	$	316,503	$	431,979
Loss from operations		(144,011)		(181,686)		(316,503)		(431,979)

Other Income:
Interest income on operating account		2,454		11,610		6,884		26,082
Income from investments held in Trust Account		269,208		2,101,559		536,801		4,316,478
Change in fair value of derivative liability		(154,319)		—		(730,150)		—
Total other income		117,343		2,113,169		(186,465)		4,342,560

Net (loss) income	$	(26,668)	$	1,931,483	$	(502,968)	$	3,910,581

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		2,213,429		14,637,766

SEC Form 10-Q filed by Spring Valley Acquisition Corp. II