UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Spring Valley Acquisition Corp. II
(Exact Name Of Registrant As Specified In Its Charter)
| Cayman Islands | 98-1579063 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2100 McKinney Ave., Suite 1675 Dallas, Texas | 75201 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, one right and one-half of one redeemable public warrant | The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share Rights included as part of the units | The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC |
| Redeemable public warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement file number to which this form relates:
333-253156
Securities to be registered pursuant to Section 12(g) of the Act:
None
| Item 1. | Description of Registrant’s Securities to be Registered |
The description of the units, each consisting of one Class A ordinary share, $0.0001 par value, one right and one-half of one redeemable public warrant, the Class A ordinary shares included as part of the units, the rights included as part of the units, the Class A ordinary shares underlying the rights included in the units and the redeemable public warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment), of Spring Valley Acquisition Corp. II, a Cayman Islands exempted company, as set forth under the caption “Description of Securities” in the prospectus forming a part of the Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission (the “Commission”) on February 16, 2021 (Registration No. 333-253156), including exhibits, and as subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
| Item 2. | Exhibits |
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| SPRING VALLEY ACQUISITION CORP. II | ||
| Date: October 12, 2022 | By: | /s/ Christopher Sorrells |
| Name: | Christopher Sorrells | |
| Title: | Chief Executive Officer | |
