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Spring Valley Acquisition Corp IV-A美股招股说明书(2026-02-10版)

2026-02-10 美股招股说明书 肖峰
报告封面

Spring Valley Acquisition Corp. IV is a blank check company, incorporated as a Cayman Islands exemptedcompany for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses, which we refer to throughout this prospectus as our initialbusiness combination. We have not selected any business combination target and we have not, nor has anyone on ourbehalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect toan initial business combination with us. Our efforts to identify a prospective initial business combination target will notbe limited to a particular industry, sector or geographic region. While we may pursue an initial business combinationopportunity in any business, industry or geographic location, we intend to capitalize on the ability of our managementteam to identify, acquire and operate a business or businesses that can benefit from our management team’s establishedglobal relationships, sector expertise and active management and operating experience. In particular, we currentlyintend to focus on opportunities that capitalize on the expertise and ability of our management team, particularly ourexecutive officers, to identify, acquire and operate a business in the natural resources and decarbonization industries. We are an “emerging growth company” and “smaller reporting company” under applicable federal securities lawsand will be subject to reduced public company reporting requirements.Investing in our securities involves risks. See“Risk Factors” beginning on page42. Investors will not be entitled to protections normally afforded to investorsin Rule419 blank check offerings. Total (1)Includes (a) $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the overallotment option is exercisedin full), payable to the underwriters upon the closing of this offering, of which (i) $0.10 per unit will be paid to theunderwriters in cash and (ii) $0.10 per unit will be used by the underwriters to purchase private placementwarrants; and (b) up to $0.40 per unit, or $8,000,000 in the aggregate (or up to $9,200,000 in the aggregate if theoverallotment option is exercised in full) payable to the underwriters in this offering, for deferred underwritingcommissions, to be placed in a trust account located in the United States and released to the underwriters onlyupon the completion of an initial business combination, but such $0.40 per unit shall be due solely on amountsremaining in the trust account following all properly submitted shareholder redemptions in connection with theconsummation of our initial business combination. Does not include certain fees and expenses payable to theunderwriters in connection with this offering. See also “Underwriting” for additional information regardingunderwriting compensation. Of the proceeds we receive from this offering and the sale of the private placement warrants described in thisprospectus, $200,000,000 (or $230,000,000 if the underwriters’ over-allotment option is exercised in full) ($10.00 perunit), will be deposited into a U.S.-based trust account maintained with Continental Stock Transfer & Trust Companyacting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to usto as described below, and up to $100,000 to pay dissolution expenses, the funds held in the trust account will not bereleased from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2)the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amendedand restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allowredemption in connection with our initial business combination or to redeem 100% of our public shares if we do notcomplete our initial business combination within 24 months from the closing of this offering or such earlier liquidationdate as our board of directors may approve, or such later time as provided for in any amendment to our amended andrestated memorandum and articles of association (an “Extension Period”), subject to applicable law, or (B) withrespect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) theredemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, or such earlier liquidation date as our board of directors may approve, or during any ExtensionPeriod, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of ourcreditors, if any, which could have priority over the claims of our public shareholders. We are permitted to withdrawamounts from the trust account (i) to fund our working capital requirements, which amo