Table of Contents 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 001-41529 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Cayman Islands 98- ...

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 001-41529 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98 ...

PART I [Item 1. Business](index=11&type=section&id=Item%201.%20Business) Spring Valley Acquisition Corp. II is a blank check company (SPAC) focused on sustainability industry acquisitions, with a 36-month deadline from its October 2022 IPO and a trust account holding $25.55 million as of December 31, 2024 - The company is a blank check company, or SPAC, formed to effect a merger, share exchange, asset acquisition, or similar business combination[21](index=21&type=chunk) - The primary focus for an initial business combination is the sustainability industry, targeting sectors like renewable energy, energy storage, resource optimization, environmental services, and grid infrastructure[22](index=22&type=chunk) - The company must complete its initial business combination within **36 months** from the closing of its Initial Public Offering (IPO), or it will cease operations and liquidate the trust account[121](index=121&type=chunk)[122](index=122&type=chunk) - The initial business combination must have an aggregate fair market value of at least **80%** of the assets held in the trust account at the time of the agreement[56](index=56&type=chunk) - Public shareholders have redemption rights, allowing them to redeem their Class A ordinary shares for a pro-rata portion of the trust account upon completion of a business combination[100](index=100&type=chunk) Financial Position as of December 31, 2024 | Metric | Value | | :--- | :--- | | Funds held in trust account | $25,554,084 | [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a SPAC, including the challenge of completing a business combination within the deadline, potential delisting, conflicts of interest, and a 'going concern' doubt from its auditor - The company has no operating history or revenues, providing no basis for investors to evaluate its ability to achieve its business objective[153](index=153&type=chunk) - The independent registered public accounting firm's report expresses **substantial doubt** about the company's ability to continue as a 'going concern' if a business combination is not completed by the deadline of October 17, 2025[154](index=154&type=chunk)[277](index=277&type=chunk) - The requirement to consummate a business combination within **36 months** may give potential targets leverage in negotiations and limit due diligence time, especially as the deadline approaches[167](index=167&type=chunk)[168](index=168&type=chunk) - Intense competition from other SPACs and private equity funds for attractive targets could increase acquisition costs or result in the inability to find a suitable business combination[178](index=178&type=chunk)[201](index=201&type=chunk) - The Sponsor and management have conflicts of interest, as they will lose their entire investment in founder shares and private placement warrants if a business combination is not completed, potentially incentivizing them to approve a riskier deal[264](index=264&type=chunk)[260](index=260&type=chunk) - If the company is deemed an investment company under the Investment Company Act of 1940, it could be forced to liquidate, particularly since it did not enter a definitive agreement within 18 months or consummate a deal within 24 months of its IPO[187](index=187&type=chunk)[192](index=192&type=chunk) [Item 1B. Unresolved Staff Comments](index=114&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[346](index=346&type=chunk) [Item 1C. Cybersecurity](index=114&type=section&id=Item%201C.%20Cybersecurity) As a blank check company, it has no direct operational cybersecurity threats but relies on third-party technologies, with board oversight and no incidents since IPO - The company has no business operations and therefore no direct operational cybersecurity threats[347](index=347&type=chunk) - The company relies on third-party digital technologies and their associated security processes, with the board of directors responsible for overseeing these risks[347](index=347&type=chunk) - No cybersecurity incidents have occurred since the Initial Public Offering[347](index=347&type=chunk) [Item 2. Properties](index=114&type=section&id=Item%202.%20Properties) The company's executive offices are in Dallas, TX, provided by a Sponsor affiliate for a monthly fee of $10,000 covering space and administrative support - The company's executive offices are located in Dallas, TX, with the use of this space part of a **$10,000 per month** administrative services agreement with an affiliate of the Sponsor[348](index=348&type=chunk) [Item 3. Legal Proceedings](index=114&type=section&id=Item%203.%20Legal%20Proceedings) Management is unaware of any material litigation, arbitration, or governmental proceedings against the company or its officers and directors - There is no material litigation pending against the company[349](index=349&type=chunk) [Item 4. Mine Safety Disclosures](index=114&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - None[350](index=350&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=115&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, has not paid dividends, and experienced significant shareholder redemptions in 2024, reducing outstanding shares and trust account balance - The company's securities trade on Nasdaq under the symbols SVIIU (Units), SVII (Class A Shares), SVIIR (Rights), and SVIIW (Warrants)[353](index=353&type=chunk) - No cash dividends have been paid to date, and none are intended prior to the completion of an initial business combination[355](index=355&type=chunk) Shareholder Redemptions in 2024 | Date | Shares Redeemed | Redemption Price/Share | Aggregate Redemption | Trust Account Balance (Post) | Class A Shares Outstanding (Post) | | :--- | :--- | :--- | :--- | :--- | :--- | | Jan 10, 2024 | 8,362,234 | ~$10.85 | ~$90.7M | ~$158.8M | 14,637,766 | | Nov 13, 2024 | 12,424,337 | ~$11.43 | ~$142.1M | ~$25.1M | 9,880,095 | [Item 6. [Reserved]](index=116&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=116&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a non-operating SPAC, the company generates interest income from its Trust Account, reported approximately $6.8 million net income in 2024, extended its business combination deadline to October 2025, and faces a 'going concern' risk due to reduced trust funds and a working capital deficit - The company is a pre-business combination SPAC, with all activity related to its formation, IPO, and search for an acquisition target, generating non-operating interest income from its trust account[369](index=369&type=chunk)[370](index=370&type=chunk) - The deadline to consummate a business combination was extended to **October 17, 2025**, following shareholder approval[377](index=377&type=chunk) - Management has determined that there is **substantial doubt** about the Company's ability to continue as a going concern due to its liquidity condition and the mandatory liquidation requirement if a business combination is not completed by the deadline[393](index=393&type=chunk)[394](index=394&type=chunk) - In 2024, both underwriters of the IPO, Citigroup Global Markets Inc. and Guggenheim Securities, waived their rights to receive their portions of the deferred underwriting commission, totaling approximately **$8.0 million**[404](index=404&type=chunk)[405](index=405&type=chunk) Results of Operations (Year Ended Dec 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Income from Investments in Trust Account | ~$7.6M | ~$11.85M | | General & Administrative Expenses | $842,565 | $820,457 | | **Net Income** | **~$6.8M** | **~$10.97M** | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=131&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide this information[429](index=429&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=131&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's financial statements and supplementary data are included following Item 15 of the report - Financial statements are included in the report, starting on page F-1[430](index=430&type=chunk)[537](index=537&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=131&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[431](index=431&type=chunk) [Item 9A. Controls and Procedures](index=132&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2024, with no material changes reported - Management concluded that the company's disclosure controls and procedures were effective as of **December 31, 2024**[432](index=432&type=chunk) - Management determined that the company maintained effective internal control over financial reporting as of **December 31, 2024**, based on the COSO 2013 framework[436](index=436&type=chunk) - As an emerging growth company, this report does not include an attestation report from the independent registered public accounting firm regarding internal controls[437](index=437&type=chunk) [Item 9B. Other Information](index=133&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the fourth quarter of 2024 - No director or officer engaged in any new or modified trading arrangements under Rule 10b5-1 during the quarter[439](index=439&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=133&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable - Not applicable[440](index=440&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=134&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's executive officers and seven-member board, including four independent directors, established committees, and discloses potential conflicts of interest arising from other obligations - The board of directors is divided into three classes with staggered three-year terms[450](index=450&type=chunk) - The board has determined that directors David Buzby, Richard Thompson, David Levinson, and Sharon Youngblood are independent under Nasdaq listing standards[454](index=454&type=chunk) - The company has established an Audit Committee, Nominating Committee, and Compensation Committee, each composed of independent directors[455](index=455&type=chunk) - Potential conflicts of interest exist as executive officers and directors have fiduciary or contractual obligations to other entities, which may require them to present business opportunities to those entities before the company[471](index=471&type=chunk)[475](index=475&type=chunk) Officers and Directors | Name | Position | | :--- | :--- | | Christopher Sorrells | Chief Executive Officer and Chairman | | Robert Kaplan | Chief Financial Officer and VP of Business Development | | David Buzby | Director | | Richard Thompson | Director | | David Levinson | Director | | Kevin Pohler | Director | | Sharon Youngblood | Director | [Item 11. Executive Compensation](index=149&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers or directors, but an affiliate of the Sponsor receives $10,000 monthly for administrative services, and a clawback policy for incentive compensation was adopted in March 2024 - No cash compensation has been paid to executive officers or directors for services rendered[489](index=489&type=chunk) - An affiliate of the Sponsor is reimbursed **$10,000 per month** for office space and administrative support[489](index=489&type=chunk) - On **March 27, 2024**, the board adopted a clawback policy to recover incentive-based compensation from current and former executive officers in the event of a required accounting restatement[493](index=493&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=151&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of April 9, 2025, the Sponsor is the largest beneficial owner with approximately 76.4% of ordinary shares, followed by Millennium Management LLC and The Goldman Sachs Group, Inc Beneficial Ownership as of April 9, 2025 | Holder | Approximate Percentage of Ownership | | :--- | :--- | | Spring Valley Acquisition Sponsor II, LLC | 76.4% | | Millennium Management LLC | 10.5% | | The Goldman Sachs Group, Inc. | 7.3% | | All officers and directors as a group (7 people) | * (less than 1%) | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=152&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section outlines related party transactions, including the Sponsor's purchase of founder shares and private placement warrants, monthly contributions to the trust account for extension, and administrative service fees, all reviewed by the audit committee - The Sponsor purchased **7,666,667 founder shares** (post-capitalization) for an aggregate price of **$25,000**[501](index=501&type=chunk) - The Sponsor purchased **13,350,000 private placement warrants** at **$1.00 per warrant**, for a total of **$13,350,000**, simultaneously with the IPO[505](index=505&type=chunk) - To support the extension of the combination period, the Sponsor agreed to contribute **$150,000 per month** to the Trust Account, up to a maximum of **$3,150,000**; as of Dec 31, 2024, **$1,500,000** had been contributed[506](index=506&type=chunk) - The company pays an affiliate of the Sponsor **$10,000 per month** for office space and administrative services[511](index=511&type=chunk) - The audit committee has adopted a charter for reviewing and approving all related party transactions[517](index=517&type=chunk) [Item 14. Principal Accountant Fees and Services](index=158&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's independent registered public accounting firm is WithumSmith+Brown, PC, with audit fees of approximately $71,500 for 2024 and $100,880 from inception through 2023 Accountant Fees | Period | Audit Fees | | :--- | :--- | | Year ended Dec 31, 2024 | ~$71,500 | | Inception through Dec 31, 2023 | ~$100,880 | PART IV [Item 15. Exhibit and Financial Statement Schedules](index=159&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and all exhibits filed as part of the Annual Report on Form 10-K, with financial statements indexed on page F-1 - This section contains the index of exhibits filed with the report, including governing documents, warrant agreements, and various contracts with the Sponsor[527](index=527&type=chunk)[529](index=529&type=chunk) [Item 16. Form 10–K Summary](index=163&type=section&id=Item%2016.%20Form%2010%E2%80%93K%20Summary) This item is not applicable - None[532](index=532&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=166&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor, WithumSmith+Brown, PC, issued a fair presentation opinion but included a 'Going Concern' paragraph due to the mandatory liquidation deadline of October 17, 2025 - The auditor's opinion states that the financial statements are fairly presented in all material respects[540](index=540&type=chunk) - A 'Going Concern' paragraph was included, citing **substantial doubt** about the company's ability to continue operations if a business combination is not completed by **October 17, 2025**[541](index=541&type=chunk) [Financial Statements Tables](index=168&type=section&id=Financial%20Statements%20Tables) The financial statements show a significant decrease in Trust Account investments from $249.3 million to $25.6 million due to redemptions, with net income of $6.8 million for 2024 and a working capital deficit of approximately $1.2 million Balance Sheet Summary (as of Dec 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | Cash | $495,352 | $1,240,671 | | Investments held in Trust Account | $25,554,084 | $249,254,022 | | Total Assets | $26,110,797 | $250,575,588 | | Total Liabilities | $1,708,768 | $8,224,062 | | Class A ordinary shares subject to possible redemption | $25,554,084 | $249,254,022 | | Total Shareholders' Deficit | ($1,152,055) | ($6,902,496) | Statement of Operations Summary (Year Ended Dec 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | Loss from operations | ($842,565) | ($875,462) | | Income from investments held in Trust Account | $7,611,956 | $11,815,666 | | **Net Income** | **$6,812,395** | **$10,971,101** | [Notes to Financial Statements](index=172&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the business combination deadline extension to October 2025, approximately $232.8 million in 2024 shareholder redemptions, Sponsor contributions to the trust account, and the waiver of approximately $8.1 million in deferred underwriting fees - The deadline to complete a Business Combination was extended to **October 17, 2025**[572](index=572&type=chunk) - In 2024, shareholders redeemed a total of **20,786,571 Class A shares** for an aggregate amount of approximately **$232.8 million**[575](index=575&type=chunk)[580](index=580&type=chunk) - The Sponsor has agreed to make monthly contributions of **$150,000** to the Trust Account to support the extension, with **$1,500,000** contributed as of December 31, 2024[576](index=576&type=chunk)[656](index=656&type=chunk) - The company's independent directors and Sponsor converted a total of **7,666,666 Class B founder shares** into Class A shares not subject to redemption[575](index=575&type=chunk)[644](index=644&type=chunk) - The IPO underwriters waived their rights to the entire deferred underwriting commission of approximately **$8.1 million** in 2024[660](index=660&type=chunk)[661](index=661&type=chunk)[662](index=662&type=chunk)

[Part I: Financial Information](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Spring Valley Acquisition Corp. II, detailing its financial position, operations, and cash flows as a blank check company [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The balance sheets show total assets decreased to **$167.1 million** due to share redemptions, with most assets held in the Trust Account and a shareholders' deficit of **$3.6 million** | Financial Metric | Sep 30, 2024 (unaudited) ($) | Dec 31, 2023 (audited) ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $727,713 | $1,240,671 | | Investments held in Trust Account | $166,325,780 | $249,254,022 | | **Total Assets** | **$167,074,765** | **$250,575,588** | | **Liabilities & Shareholders' Deficit** | | | | Total Current Liabilities | $1,532,450 | $174,062 | | Total Liabilities | $4,349,950 | $8,224,062 | | Total Shareholders' Deficit | ($3,600,965) | ($6,902,496) | | **Total Liabilities and Shareholders' Deficit** | **$167,074,765** | **$250,575,588** | [Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income for the nine months ended September 30, 2024, decreased to **$5.9 million**, primarily from Trust Account investments, reflecting reduced balances due to redemptions | Metric | Three Months Ended Sep 30, 2024 ($) | Three Months Ended Sep 30, 2023 ($) | Nine Months Ended Sep 30, 2024 ($) | Nine Months Ended Sep 30, 2023 ($) | | :--- | :--- | :--- | :--- | :--- | | Income from investments held in Trust Account | $2,131,750 | $3,163,146 | $6,448,228 | $8,543,476 | | **Net Income** | **$1,956,678** | **$2,964,570** | **$5,867,259** | **$7,958,753** | | Basic and diluted net income per share | $0.09 | $0.10 | $0.26 | $0.26 | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Shareholders' deficit improved to **$3.6 million**, driven by net income and a **$5.2 million** gain from waived deferred underwriting commissions | Description | Amount ($) | | :--- | :--- | | Balance - December 31, 2023 | ($6,902,496) | | Net Income (Nine Months) | $5,867,259 | | Accretion of Class A ordinary shares to redemption amount | ($7,798,228) | | Deferred underwriting commission waiver | $5,232,500 | | **Balance - September 30, 2024** | **($3,600,965)** | [Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operations was **$0.5 million**, while investing and financing activities reflected **$89.4 million** in share redemptions, leading to a cash balance decrease | Cash Flow Activity (Nine Months Ended Sep 30) | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($512,958) | ($322,405) | | Net cash provided by investing activities | $89,376,471 | $0 | | Net cash used in financing activities | ($89,376,471) | $0 | | **Net change in cash** | **($512,958)** | **($322,405)** | | Cash - end of the period | $727,713 | $1,409,321 | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's blank check status, business combination deadline extension, significant share redemptions, related-party transactions, and going concern uncertainty - The company is a blank check company with its business combination deadline extended to **October 17, 2025**[15](index=15&type=chunk)[25](index=25&type=chunk) - Shareholders redeemed approximately **$90.7 million** in January 2024 and an additional **$142.0 million** in November 2024, leaving about **$25.1 million** in the Trust Account[27](index=27&type=chunk)[30](index=30&type=chunk) - Management identified substantial doubt about the company's ability to continue as a going concern due to an approximate **$0.8 million** working capital deficit and mandatory liquidation risk[33](index=33&type=chunk)[37](index=37&type=chunk) - Underwriters waived deferred underwriting commissions totaling approximately **$8.0 million**[101](index=101&type=chunk)[102](index=102&type=chunk)[122](index=122&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A details the company's non-operational status, Trust Account income, liquidity challenges, a **$0.8 million** working capital deficit, and the extended business combination deadline | Metric (Nine Months Ended Sep 30) | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Net Income | ~$5.9 million | ~$8.0 million | | General and administrative expenses | $616,555 | $598,253 | - The company has a working capital deficit of approximately **$0.8 million**, raising substantial doubt about its ability to continue as a going concern[149](index=149&type=chunk)[153](index=153&type=chunk) - The business combination deadline was extended to **October 17, 2025**, with Sponsor contributions of **$150,000** monthly to the Trust Account, a requirement later removed[138](index=138&type=chunk)[142](index=142&type=chunk)[126](index=126&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information for this item[182](index=182&type=chunk) [Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2024, with no material changes in internal control over financial reporting - Management concluded the company's disclosure controls and procedures were effective as of **September 30, 2024**[183](index=183&type=chunk) - Management determined the company maintained effective internal control over financial reporting as of **September 30, 2024**[187](index=187&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter[188](index=188&type=chunk) [Part II: Other Information](index=55&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[190](index=190&type=chunk) [Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors, except for a new risk concerning SEC's final SPAC rules and their potential adverse impact on business combination completion - A new risk factor addresses the potential adverse effects of the SEC's final SPAC rules (issued **January 24, 2024**) on the company's ability to complete its initial business combination, potentially increasing costs and time[192](index=192&type=chunk)[194](index=194&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details initial Founder Share sales and the private placement of **13,350,000** warrants generating **$13.4 million**, with proceeds deposited into the Trust Account as planned - The Sponsor and directors acquired **7,666,667** Founder Shares, mostly converted to Class A ordinary shares in **January 2024**[196](index=196&type=chunk) - The Sponsor purchased **13,350,000** Private Placement Warrants for approximately **$13.4 million**[197](index=197&type=chunk) - Net proceeds of **$235.8 million** from the IPO and private placement were deposited into the Trust Account, with no material change in their planned use[197](index=197&type=chunk)[198](index=198&type=chunk) [Defaults Upon Senior Securities](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities, and no Rule 10b5-1 trading arrangements were adopted or terminated by officers or directors - The company reports no defaults upon senior securities[199](index=199&type=chunk) - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the third quarter of **2024**[198](index=198&type=chunk) [Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[199](index=199&type=chunk) [Other Information](index=56&type=section&id=Item%205.%20Other%20Information) The report contains no information under this item [Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including articles of association amendments, a Sponsor promissory note, non-redemption agreements, and officer certifications - Key exhibits filed include amendments to the Memorandum and Articles of Association, a promissory note for extension funding, forms of non-redemption agreements, and officer certifications[201](index=201&type=chunk)

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 001-41529 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98- ...

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 001-41529 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98 ...

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 (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | |---------------------------- ...

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 001-41529 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Island ...

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 001-41529 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98- ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Spring Valley Acquisition Corp. II for the quarterly period ended March 31, 2023, including balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and detailed notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2023, total assets were approximately **$241.9 million**, primarily from trust account investments, resulting in a **$6.3 million** shareholders' deficit Condensed Balance Sheet Data (unaudited) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,567,814 | $1,731,726 | | Investments held in Trust Account | $239,957,696 | $237,438,356 | | **Total Assets** | **$241,891,581** | **$239,570,602** | | **Liabilities & Shareholders' Deficit** | | | | Total Liabilities | $8,185,073 | $8,190,177 | | Class A ordinary shares subject to possible redemption | $239,957,696 | $237,438,356 | | Total shareholders' deficit | $(6,251,188) | $(6,057,931) | | **Total Liabilities and Shareholders' Deficit** | **$241,891,581** | **$239,570,602** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the three months ended March 31, 2023, the company reported a net income of approximately **$2.3 million**, primarily from **$2.5 million** in Trust Account investment income Statement of Operations Highlights (unaudited) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Loss from operations | $(193,310) | $(29,342) | | Income from investments held in Trust Account | $2,519,340 | $— | | **Net income (loss)** | **$2,326,083** | **$(29,342)** | | Net income (loss) per share, Class A & B - basic/diluted | $0.08 | $(0.00) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities for the three months ended March 31, 2023, was approximately **$164,000**, reducing the cash balance to **$1.57 million** Cash Flow Summary (unaudited) | Cash Flow Item | Three Months Ended March 31, 2023 | | :--- | :--- | | Net cash used in operating activities | $(163,912) | | Net change in cash | $(163,912) | | Cash - beginning of the period | $1,731,726 | | **Cash - end of the period** | **$1,567,814** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes clarify the company's nature as a blank check company, detailing IPO terms, trust account placement, related-party transactions, and going concern considerations - The company is a **blank check company** formed to effect a business combination, with **15 months** from its IPO closing (October 17, 2022), plus a potential **3-month extension**, to complete a transaction or face liquidation[15](index=15&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) - Management determined that the **mandatory liquidation requirement** raises **substantial doubt** about the Company's ability to continue as a **going concern**[31](index=31&type=chunk) - All **23,000,000 Class A ordinary shares** are classified as **redeemable** and held outside of permanent equity, with a redemption value of **$239,957,696** as of March 31, 2023[50](index=50&type=chunk)[51](index=51&type=chunk) - The Sponsor may provide **Working Capital Loans** (up to **$1.5 million** convertible into warrants) and **Extension Loans** to fund operations and extend the combination period[30](index=30&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operations as a pre-business combination SPAC, highlighting Q1 2023 net income, liquidity, going concern risk, and contractual obligations [Overview](index=30&type=section&id=Overview) The company is a Cayman Islands blank check company formed for a business combination, with **$235.8 million** in a trust account and a January 2024 completion deadline - The company is a **blank check company** whose activities since inception relate to its formation, IPO, and search for an initial business combination[96](index=96&type=chunk)[97](index=97&type=chunk) - The deadline to complete a business combination is **15 months** from the IPO closing (January 17, 2024), with a one-time, **three-month extension** possible (to April 17, 2024)[104](index=104&type=chunk)[105](index=105&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2023, the company reported a net income of approximately **$2.3 million**, driven by **$2.5 million** from Trust Account investments Quarterly Performance Comparison | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net Income / (Loss) | ~$2.3 million | ~($29,000) | | Key Driver | ~$2.5M income from Trust Account | General & administrative expenses | [Going Concern Consideration](index=34&type=section&id=Going%20Concern%20Consideration) Management concluded substantial doubt exists about the company's going concern ability due to mandatory liquidation if a business combination is not completed - As of March 31, 2023, the company had approximately **$1.6 million** in cash held outside the Trust Account and working capital of approximately **$1.8 million**[109](index=109&type=chunk) - Management determined that the **mandatory liquidation provision** raises **substantial doubt** about the company's ability to continue as a **going concern**[112](index=112&type=chunk) [Contractual Obligations](index=36&type=section&id=Contractual%20Obligations) Primary contractual obligations include deferred underwriting commissions of approximately **$8.1 million** and deferred legal fees of **$802,000**, contingent on business combination completion - The company is obligated to pay its Sponsor **$10,000 per month** for administrative support services[116](index=116&type=chunk) - Deferred underwriting commissions of approximately **$8.1 million** are payable from the Trust Account only upon completion of a business combination[119](index=119&type=chunk) - Deferred legal fees were approximately **$802,000** as of March 31, 2023, payable only upon completion of a business combination[120](index=120&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting policies include classifying Class A ordinary shares as redeemable, pro-rata income allocation for EPS, and treating warrants and rights as equity-classified instruments - All **23,000,000 Class A ordinary shares** are classified as **redeemable** and measured at their redemption value at the end of each reporting period[122](index=122&type=chunk) - The company's **warrants and rights** are accounted for as **equity-classified instruments** in accordance with ASC 815-40, meaning subsequent changes in fair value are not recognized in earnings[126](index=126&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide market risk disclosures - The company is a **smaller reporting company** and is not required to provide information for this item[130](index=130&type=chunk) [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting - Management concluded that **disclosure controls and procedures** were **effective** as of March 31, 2023[131](index=131&type=chunk) - No **material changes** in **internal control over financial reporting** occurred during the fiscal quarter ended March 31, 2023[132](index=132&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company reports **no legal proceedings**[133](index=133&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors disclosed in the company's 2022 Annual Report on Form 10-K - There have been **no material changes** to the **risk factors** disclosed in the company's 2022 Annual Report on Form 10-K[134](index=134&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Details unregistered sales of Founder Shares and Private Placement Warrants to the Sponsor, confirming planned use of IPO and private placement proceeds [Unregistered Sales of Equity Securities](index=40&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) Details the sale of **7,666,667** Founder Shares for **$25,000** and **13,350,000** Private Placement Warrants at **$1.00** each to the Sponsor - The Sponsor purchased **7,666,667 Class B ordinary shares (Founder Shares)** for **$25,000**[135](index=135&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **13,350,000 Private Placement Warrants** at **$1.00 each** in a private placement[136](index=136&type=chunk) [Use of Proceeds](index=40&type=section&id=Use%20of%20Proceeds) Confirms **$235.8 million** (or **$10.25 per Unit**) of the net proceeds from the IPO and Private Placement were placed in the Trust Account, with no material change in planned use - **$235.8 million** (or **$10.25 per Unit**) of the net proceeds from the IPO and Private Placement was placed in the Trust Account[136](index=136&type=chunk) [Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports **no defaults** upon senior securities[137](index=137&type=chunk) [Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is **not applicable** to the company[137](index=137&type=chunk) [Other Information](index=40&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports **no other information**[137](index=137&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Quarterly Report on Form 10-Q, including CEO/CFO certifications and Inline XBRL documents - The report includes required **CEO and CFO certifications** pursuant to Sarbanes-Oxley Act Sections 302 and 906, along with **XBRL data files**[138](index=138&type=chunk)