Summary and Analysis of Key Points

Overview

• Spring Valley Acquisition Corp. II is a blank check company formed in January 2021 for the purpose of completing a merger, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
• The company completed its initial public offering (IPO) in October 2022, raising $230 million by issuing 23 million units at $10 per unit.
• As of September 30, 2024, the company had not yet completed a business combination and was still searching for a suitable target.
• The company is classified as an emerging growth company and is subject to the reporting requirements and other provisions of the JOBS Act.

Financial Performance

• For the nine months ended September 30, 2024, the company reported net income of $5.9 million, consisting primarily of $6.5 million in investment income offset by $616,555 in general and administrative expenses.
• For the nine months ended September 30, 2023, the company reported net income of $8.0 million, consisting primarily of $8.5 million in investment income offset by $598,253 in general and administrative expenses.
• The company’s liquidity has been satisfied through the IPO proceeds and a loan from the sponsor, but it may need additional financing to complete a business combination.

Risks and Uncertainties

• The company faces risks related to the ongoing military conflicts in Ukraine and Israel, which could impact its ability to complete a business combination.
• The company has expressed substantial doubt about its ability to continue as a going concern if it is unable to complete a business combination before the mandatory liquidation date.

Key Contractual Obligations

• The company has an administrative services agreement with its sponsor to pay $10,000 per month for office space and administrative support.
• The company has registration rights agreements with the holders of founder shares, private placement warrants, and any warrants issued upon conversion of working capital loans.
• The company has deferred underwriting commissions and legal fees payable upon completion of a business combination.

Accounting Policies

• The company has identified critical accounting policies related to the classification of redeemable Class A ordinary shares, the calculation of net income per ordinary share, and the accounting for derivative financial instruments.
• The company has adopted recent accounting pronouncements related to business combinations, credit losses, and segment reporting.

Overall, Spring Valley Acquisition Corp. II appears to be making progress in its search for a suitable business combination target, but faces significant risks and uncertainties related to its ability to complete a transaction before the mandatory liquidation date. The company’s financial performance has been driven primarily by investment income, and it will need to secure additional financing to fund a business combination. Investors should carefully consider the risks and uncertainties outlined in the report when evaluating the company’s prospects.