United States securities and exchange commission logo
August 5, 2022
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp. II
2100 McKinney Ave, Suite 1675
Dallas, TX 75201
Re: Spring Valley
Acquisition Corp. II
Amendment No. 7 to
Registration Statement on Form S-1
Filed July 22, 2022
File No. 333-253156
Dear Mr. Sorrells:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
25, 2022 letter.
Amendment No. 7 to Registration Statement on Form S-1 filed July 22,
2022
Risk Factors
If we seek shareholder approval of our initial business combination, our
sponsor, directors,
executive officers, advisors..., page 43
1. We note disclosure that
your sponsor, officers, directors, advisors and affiliates may
purchase shares from
public shareholders for the purpose of voting those shares in favor
of a proposed business
combination, thereby increasing the likelihood of the completion
of the combination.
Please explain how such purchases would comply with the
requirements of Rule
14e-5 under the Exchange Act. Refer to Tender Offer Rules and
Schedules Compliance
and Disclosure Interpretation 166.01 for guidance.
Christopher Sorrells
Spring Valley Acquisition Corp. II
August 5, 2022
Page 2
General
2. With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may not
be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as the
Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
as a result, the pool of potential targets with which you could complete
an initial business
combination may be limited. Further, disclose that the time necessary for
government
review of the transaction or a decision to prohibit the transaction could
prevent you from
completing an initial business combination and require you to liquidate.
Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
You may contact Eric McPhee at 202-551-3693 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any
other
questions.
Sincerely,
FirstName LastNameChristopher Sorrells
Division of
Corporation Finance
Comapany NameSpring Valley Acquisition Corp. II
Office of Real
Estate & Construction
August 5, 2022 Page 2
cc: Matthew R. Pacey
FirstName LastName