Part I: Financial Information Financial Statements 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 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 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 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 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 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, 20251525 - 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 Account2730 - 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 risk3337 - Underwriters waived deferred underwriting commissions totaling approximately $8.0 million101102122 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 concern149153 - The business combination deadline was extended to October 17, 2025, with Sponsor contributions of $150,000 monthly to the Trust Account, a requirement later removed138142126 Quantitative and Qualitative Disclosures About Market Risk 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 item182 Controls and Procedures 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, 2024183 - Management determined the company maintained effective internal control over financial reporting as of September 30, 2024187 - No material changes in internal control over financial reporting occurred during the fiscal quarter188 Part II: Other Information Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report190 Risk Factors 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 time192194 Unregistered Sales of Equity Securities and Use of Proceeds 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 2024196 - The Sponsor purchased 13,350,000 Private Placement Warrants for approximately $13.4 million197 - 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 use197198 Defaults Upon Senior Securities 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 securities199 - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the third quarter of 2024198 Mine Safety Disclosures This item is not applicable to the company - This item is not applicable199 Other Information The report contains no information under this item Exhibits 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 certifications201
Spring Valley Acquisition Corp. II(SVIIU) - 2024 Q3 - Quarterly Report