0001104659-22-108206.txt : 20221012
0001104659-22-108206.hdr.sgml : 20221012
20221012214249
ACCESSION NUMBER: 0001104659-22-108206
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221012
FILED AS OF DATE: 20221012
DATE AS OF CHANGE: 20221012
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Quinn William J
CENTRAL INDEX KEY: 0001377293
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41529
FILM NUMBER: 221307968
MAIL ADDRESS:
STREET 1: 125 E. JOHN CARPENTER FWY
STREET 2: SUITE 600
CITY: IRVING
STATE: TX
ZIP: 75062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PEARL ENERGY INVESTMENTS II, L.P.
CENTRAL INDEX KEY: 0001708247
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41529
FILM NUMBER: 221307971
BUSINESS ADDRESS:
STREET 1: 2100 MCKINNEY AVENUE, SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: (972) 432-3925
MAIL ADDRESS:
STREET 1: 2100 MCKINNEY AVENUE, SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pearl Energy Investment II GP, L.P.
CENTRAL INDEX KEY: 0001833770
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41529
FILM NUMBER: 221307970
BUSINESS ADDRESS:
STREET 1: 2100 MCKINNEY AVE., SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-308-5230
MAIL ADDRESS:
STREET 1: 2100 MCKINNEY AVE., SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pearl Energy Investment II UGP, LLC
CENTRAL INDEX KEY: 0001833773
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41529
FILM NUMBER: 221307969
BUSINESS ADDRESS:
STREET 1: 2100 MCKINNEY AVE., SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-308-5230
MAIL ADDRESS:
STREET 1: 2100 MCKINNEY AVE., SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Spring Valley Acquisition Sponsor II, LLC
CENTRAL INDEX KEY: 0001843474
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41529
FILM NUMBER: 221307972
BUSINESS ADDRESS:
STREET 1: 2100 MCKINNEY AVE., SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-308-5230
MAIL ADDRESS:
STREET 1: 2100 MCKINNEY AVE., SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Spring Valley Acquisition Corp. II
CENTRAL INDEX KEY: 0001843477
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2100 MCKINNEY AVE., SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-308-5230
MAIL ADDRESS:
STREET 1: 2100 MCKINNEY AVE., SUITE 1675
CITY: DALLAS
STATE: TX
ZIP: 75201
3
1
tm2228019-8_3seq1.xml
OWNERSHIP DOCUMENT
X0206
3
2022-10-12
0
0001843477
Spring Valley Acquisition Corp. II
SVII
0001843474
Spring Valley Acquisition Sponsor II, LLC
2100 MCKINNEY AVE., SUITE 1675
DALLAS
TX
75201
0
0
1
0
0001708247
PEARL ENERGY INVESTMENTS II, L.P.
2100 MCKINNEY AVENUE, SUITE 1675
DALLAS
TX
75201
0
0
1
0
0001833770
Pearl Energy Investment II GP, L.P.
2100 MCKINNEY AVE., SUITE 1675
DALLAS
TX
75201
0
0
1
0
0001833773
Pearl Energy Investment II UGP, LLC
2100 MCKINNEY AVE., SUITE 1675
DALLAS
TX
75201
0
0
1
0
0001377293
Quinn William J
C/O SPRING VALLEY ACQUISITION CORP. II
2100 MCKINNEY AVE., SUITE 1675
DALLAS
TX
75201
0
0
1
0
Class B ordinary shares
Class A ordinary shares
7546667
D
Warrants (right to buy)
11.50
Class A ordinary shares
13350000
D
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.
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.
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.
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.
Spring Valley Acquisition Sponsor II, LLC, By: /s/ David Levinson, Name: David Levinson Title: Corporate Secretary
2022-10-12
Pearl Energy Investments II, L.P., By: /s/ William Quinn, Name: William Quinn Title: Managing Partner
2022-10-12
Pearl Energy Investment II GP, L.P., By: /s/ William Quinn, Name: William Quinn Title: Managing Partner
2022-10-12
Pearl Energy Investment II UGP, LLC, By: /s/ William Quinn, Name: William Quinn Title: Managing Partner
2022-10-12
/s/ William Quinn
2022-10-12