Spring Valley Acquisition Sponsor II, LLC - Oct 12, 2022 Form 3 Insider Report for Spring Valley Acquisition Corp. II (SVII)

Role: 10%+ Owner
Signature: Spring Valley Acquisition Sponsor II, LLC, By: /s/ David Levinson, Name: David Levinson Title: Corporate Secretary
Stock symbol: SVII
Transactions as of: Oct 12, 2022
Transactions value $: $0
Form type: 3
Date filed: 10/12/2022, 09:42 PM
Next filing: Jan 29, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SVII	Class B ordinary shares							Oct 12, 2022	Class A ordinary shares	7.55M		Direct	F1, F2, F3
holding	SVII	Warrants (right to buy)							Oct 12, 2022	Class A ordinary shares	13.4M	$11.50	Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the registration statement on Form S-1 (File No. 333-249067) of Spring Valley Acquisition Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	The reported securities include 1,000,000 Class B ordinary shares and 1,350,000 private placement warrants that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Issuer's registration statement.
F3	This Form 3 is being filed by Spring Valley Acquisition Sponsor II, LLC (the "Sponsor"). The Sponsor is controlled by Pearl Energy Investment II, L.P. ("Pearl"). Pearl is controlled by its general partner, Pearl Energy Investment II GP, LP ("Pearl GP"), and Pearl GP is controlled by its general partner, Pearl Energy Investment II UGP, LLC ("Pearl LLC"). Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Pearl, Pearl GP and Pearl LLC. Each such reporting person under this Form 3 disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.
F4	The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years thereafter, or earlier upon redemption or liquidation in accordance with the terms of the warrant agreement.