Spring Valley Acquisition Corp II-A 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31,2024☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, a smaller reporting company or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act).Yes☒No☐ The registrant’s units began trading on the Nasdaq Capital Market (“Nasdaq”) on October 13, 2022 and the registrant’s ordinary shares began separate trading on theNasdaq on October 28, 2022.The aggregate market value of the registrant’s ordinary shares outstanding, other than shares held by persons who may be deemedaffiliates of the registrant, at June 28, 2024, computed by reference to the closing price of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinaryshares”), of the registrant reported on the Nasdaq on such date, was approximately $24,613,330.5. As of April9, 2025, there were9,880,095Class A ordinary shares (consisting of 2,213,429 publicly-held Class A ordinary shares, 7,546,666 Converted Class A shares(as defined herein) held by Spring Valley Acquisition Sponsor II, LLC and 120,000 Converted Class A shares held by the registrant’s independent directors) andoneClass B ordinary share, par value $0.0001 per share, of the registrant issued and outstanding. Documents Incorporated by Reference: None. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivPART IITEM 1.BUSINESS.1ITEM 1A.RISK FACTORS.20ITEM 1BUNRESOLVED STAFF COMMENTS.55ITEM 1CCYBERSECURITY.55ITEM 2PROPERTIES.55ITEM 3LEGAL PROCEEDINGS.55ITEM 4MINE SAFETY DISCLOSURES.55PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES.56ITEM 6[RESERVED]57ITEM 7MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS.57ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.65ITEM 8FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.65ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE.65ITEM 9ACONTROLS AND PROCEDURES.66ITEM 9BOTHER INFORMATION.67ITEM 9CDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS.67PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.68ITEM 11EXECUTIVE COMPENSATION.76ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS.77ITEM 13CERTAIN RELATIONSHIPS AND RE