Material Event Form 8 K

Item 8.01. Other Events

As previously disclosed, Spring Valley Acquisition Corp. II (the "Company") has called an extraordinary general meeting of shareholders to be held on October 31, 2024 (the "Meeting") to approve, among other matters, a proposal to amend the Company's amended and restated memorandum and articles of association (as amended the "Articles") 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 (the "IPO"), 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").

In connection with the Meeting, the deadline for holders of the Company's Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), issued in the Company's IPO to submit their shares for redemption is 5:00 p.m. Eastern time on October 29, 2024.

In connection with the Meeting and Amendment, the Company and Spring Valley Acquisition Sponsor II, LLC (the "Sponsor") intend to enter into one or more non-redemption agreements substantially in the form attached hereto as Exhibit 10.1 (the "Non-Redemption Agreements") with one or more unaffiliated shareholders of the Company, pursuant to which such shareholders would agree not to redeem (or validly withdraw and rescind any redemption requests on) their Class A ordinary shares (the "Non-Redeemed Shares") in connection with the Meeting. In consideration for the foregoing commitment not to redeem the Non-Redeemed Shares, the Sponsor anticipates agreeing to transfer to such shareholders Class A ordinary shares held by the Sponsor (at a ratio to be negotiated between the parties) promptly following the closing of the Company's initial business combination (but no later than two business days thereafter) if such shareholders do not exercise their redemption rights with respect to their Non-Redeemed Shares in connection with the Meeting and the Extension Amendment Proposal is approved and effected.

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal is approved by the Company's shareholders at the Meeting but are expected to increase the amount of funds that remain in the Company's trust account following the Meeting, relative to the amount remaining in the trust account in the absence of the Non-Redemption Agreements.

NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.

The foregoing description of the form of Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed hereto as Exhibit 10.1, which is incorporated herein by reference.