UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. __)
Under the Securities Exchange Act of 1934
Spring Valley Acquisition Corp. II
(Name of issuer)
Class A Ordinary Shares, par value $.0001 per share
(Title of class of securities)
G83752108
(CUSIP number)
11/14/2024
(Date of event which requires the filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| (1) | | Names of reporting persons Camac Fund, LP |
| (2) | | Check the appropriate box if a member of a group (see instructions) (a) (b) ☒ |
| (3) | | SEC use only |
| (4) | | Citizenship or place of organization Delaware, United States of America |
Number of shares beneficially owned by each reporting person with: | | (5) | | Sole voting power 0 |
| | (6) | | Shared voting power 441,300 |
| | (7) | | Sole dispositive power 0 |
| | (8) | | Shared dispositive power 441,300 |
| (9) | | Aggregate amount beneficially owned by each reporting person 441,300 |
| (10) | | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ |
| (11) | | Percent of class represented by amount in Row (9) 4.5% |
| (12) | | Type of reporting person (see instructions) PN |
| (1) | | Names of reporting persons Camac Partners, LLC |
| (2) | | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒ |
| (3) | | SEC use only |
| (4) | | Citizenship or place of organization Delaware, United States of America |
Number of shares beneficially owned by each reporting person with: | | (5) | | Sole voting power 0 |
| | (6) | | Shared voting power 441,300 |
| | (7) | | Sole dispositive power 0 |
| | (8) | | Shared dispositive power 441,300 |
| (9) | | Aggregate amount beneficially owned by each reporting person 441,300 |
| (10) | | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ |
| (11) | | Percent of class represented by amount in Row (9) 4.5% |
| (12) | | Type of reporting person (see instructions) OO |
| (1) | | Names of reporting persons Camac Capital, LLC |
| (2) | | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒ |
| (3) | | SEC use only |
| (4) | | Citizenship or place of organization Delaware, United States of America |
Number of shares beneficially owned by each reporting person with: | | (5) | | Sole voting power 0 |
| | (6) | | Shared voting power 441,300 |
| | (7) | | Sole dispositive power 0 |
| | (8) | | Shared dispositive power 441,300 |
| (9) | | Aggregate amount beneficially owned by each reporting person 441,300 |
| (10) | | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ |
| (11) | | Percent of class represented by amount in Row (9) 4.5% |
| (12) | | Type of reporting person (see instructions) OO |
| (1) | | Names of reporting persons Eric Shahinian |
| (2) | | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
| (3) | | SEC use only |
| (4) | | Citizenship or place of organization Delaware, United States of America |
Number of shares beneficially owned by each reporting person with: | | (5) | | Sole voting power 0 |
| | (6) | | Shared voting power 441,300 |
| | (7) | | Sole dispositive power 0 |
| | (8) | | Shared dispositive power 441,300 |
| (9) | | Aggregate amount beneficially owned by each reporting person 441,300 |
| (10) | | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ |
| (11) | | Percent of class represented by amount in Row (9) 4.5% |
| (12) | | Type of reporting person (see instructions) IN |
| Item 1 (a). | Name of Issuer: Spring Valley Acquisition Corp. II (the “Issuer”) |
| Item 1 (b). | Address of Issuer’s Principal Executive Offices: |
2100 Mckinney Avenue, Suite 1675
Dallas, TX 75201
| Item 2 (a). | Name of Person Filing: This schedule 13G with respect to the Common Stock is filed with the Securities and Exchange Commission on November 19, 2024, by Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), Camac Partners, LLC, a Delaware limited partnership (“Camac Partners”), Camac Capital, LLC, a Delaware limited liability company (“Camac Capital”), and Eric Shahinian. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. |
Camac Partners is the investment manager of Camac Fund. Camac Capital is the general partner of Camac Fund and the managing member of Camac Partners. Mr. Shahinian is the managing member of Camac Capital. By virtue of these relationships, each of Camac Fund, Camac Partners, Camac Capital, and Eric Shahinian may be deemed to beneficially own the Shares (as defined below) owned by Camac Fund.
| Item 2 (b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of Camac Fund, Camac Partners, Camac Capital, and Eric Shahinian is 2 Pheasant Ridge Road, Ossining NY 10562.
Item 2 (c). Citizenship: Camac Fund, Camac Partners, and Camac Capital were organized, associated or formed under the laws of the State of Delaware. Eric Shahinian is a citizen of the United States of America.
| Item 2 (d). | Title of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share (“Shares”) |
| Item 2 (e). | CUSIP No: G83752108 |
| Item 3. | If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: |
| | a. | ☐ Broker or dealer registered under Section 15 of the Act; |
| | b. | ☐ Bank as defined in Section 3(a)(6) of the Act; |
| | c. | ☐ Insurance company as defined in Section 3(a)(19) of the Act; |
| | d. | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940; |
| | e. | ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| | f. | ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| | g. | ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| | h. | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | i. | ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; |
| | j. | ☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| | k. | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
On November 14, 2024, Camac Fund directly held 500,000 shares of the Common Stock of the Issuer, over 5%. The tables at the beginning of this filing represent Camac Fund’s current holding of the Common Stock of the Issuer as of this filing date of November 19, 2024, which is below 5% at the time of this filing.
The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 9,880,095 shares of Common Stock issued and outstanding as of November 13, 2024, as reported on the Issuer’s Form 10-Q filed with the SEC on November 14, 2024. All shares of Spring Valley Acquisition Corp. II. are held directly by Camac Fund and deemed beneficially owned by Mr. Shahinian. Mr. Shahinian disclaims beneficial ownership of the shares held directly by Camac Fund. The data below is as of November 19, 2024.
Camac Fund
(a) Amount Beneficially Owned: 441,300 shares
(b) Percent of Class: 4.5%
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 0 shares
(ii) shared power to vote or to direct the vote 441,300 shares
(iii) sole power to dispose or to direct the disposition of 0 shares
(iv) shared power to dispose or to direct the disposition of 441,300 shares
Camac Partners
(a) Amount Beneficially Owned: 441,300 shares
(b) Percent of Class: 4.5%
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 0 shares
(ii) shared power to vote or to direct the vote 441,300 shares
(iii) sole power to dispose or to direct the disposition of 0 shares
(iv) shared power to dispose or to direct the disposition of 441,300 shares
Camac Capital
(a) Amount Beneficially Owned: 441,300 shares
(b) Percent of Class: 4.5%
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 0 shares
(ii) shared power to vote or to direct the vote 441,300 shares
(iii) sole power to dispose or to direct the disposition of 0 shares
(iv) shared power to dispose or to direct the disposition of 441,300 shares
Eric Shahinian
(a) Amount Beneficially Owned: 441,300 shares
(b) Percent of Class: 4.5%
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 0 shares
(ii) shared power to vote or to direct the vote 441,300 shares
(iii) sole power to dispose or to direct the disposition of 0 shares
(iv) shared power to dispose or to direct the disposition of 441,300 shares
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 19, 2024
| Camac Fund, LP | |
| | |
| By: Camac Capital, LLC, | |
| its general partner | |
| | |
| By: | /s/ Eric Shahinian | |
| Name: | Eric Shahinian | |
| Title: | Managing Member of the GP | |
| Camac Partners, LLC | |
| | |
By: Camac Capital, LLC, | |
its general partner | |
| | |
| By: | /s/ Eric Shahinian | |
| Eric Shahinian | |
| Managing Member of the GP | |
| | |
| Camac Capital, LLC | |
| | |
| By: | /s/ Eric Shahinian | |
| Eric Shahinian | |
| Manager | |
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement dated November 19, 2024, by and between Camac Fund, Camac Partners, Camac Capital and Eric Shahinian.
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement of Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement of Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated: November 19, 2024.
| Camac Fund, LP | |
| | |
| By: Camac Capital, LLC, | |
| its general partner | |
| | |
| By: | /s/ Eric Shahinian | |
| Name: | Eric Shahinian | |
| Title: | Managing Member of the GP | |
| Camac Partners, LLC | |
| | |
By: Camac Capital, LLC, | |
its general partner | |
| | |
| By: | /s/ Eric Shahinian | |
| Eric Shahinian | |
| Managing Member of the GP | |
| | |
| Camac Capital, LLC | |
| | |
| By: | /s/ Eric Shahinian | |
| Eric Shahinian | |
| Manager | |
