Sec Form 3 Filing - Spring Valley Acquisition Sponsor II, LLC @ Spring Valley Acquisition Corp. II - 2022-10-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Spring Valley Acquisition Sponsor II, LLC 2. Issuer Name and Ticker or Trading Symbol Spring Valley Acquisition Corp. II [ SVII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2100 MCKINNEY AVE., SUITE 1675, 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2022 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 7,546,667( 2 ) D( 3 ) Warrants (right to buy) $ 11.5 ( 4 ) ( 4 ) Class A ordinary shares 13,350,000( 2 ) D( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spring Valley Acquisition Sponsor II, LLC 2100 MCKINNEY AVE., SUITE 1675 DALLAS, TX75201 X PEARL ENERGY INVESTMENTS II, L.P. 2100 MCKINNEY AVENUE, SUITE 1675 DALLAS, TX75201 X Pearl Energy Investment II GP, L.P. 2100 MCKINNEY AVE., SUITE 1675 DALLAS, TX75201 X Pearl Energy Investment II UGP, LLC 2100 MCKINNEY AVE., SUITE 1675 DALLAS, TX75201 X Quinn William J C/O SPRING VALLEY ACQUISITION CORP. II 2100 MCKINNEY AVE., SUITE 1675 DALLAS, TX75201 X Signatures Spring Valley Acquisition Sponsor II, LLC, By: /s/ David Levinson, Name: David Levinson Title: Corporate Secretary 10/12/2022 Signature of Reporting Person Date Pearl Energy Investments II, L.P., By: /s/ William Quinn, Name: William Quinn Title: Managing Partner 10/12/2022 Signature of Reporting Person Date Pearl Energy Investment II GP, L.P., By: /s/ William Quinn, Name: William Quinn Title: Managing Partner 10/12/2022 Signature of Reporting Person Date Pearl Energy Investment II UGP, LLC, By: /s/ William Quinn, Name: William Quinn Title: Managing Partner 10/12/2022 Signature of Reporting Person Date /s/ William Quinn 10/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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