Mark One) ____________ number 001-04321 code Name of each exchange on which registered Commitments & Contingencies Class B Ordinary Shares Unaudited Condensed Consolidated Financial Statements The Restricted cash balance plus Cash and cash equivalents on the accompanying condensed consolidated balance sheet equals cash, cash equivalents and restricted cash, as reflected in the accompanying condensed consolidated statements of cash flows.MARK ONE)xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 quarterquarterly period ended September 30, 2020¨TRANSITION REPORT PURSUANT TO SECTION 13 March 31, 2023 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 number: 001-39736SPRING VALLEY ACQUISITION CORP.Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)Cayman Islands85-2715384Delaware 98-1588588 (State or other jurisdiction of
incorporation or organization)(I.R.S. Employer Identification No.) 2100 McKinney Ave., Suite 1675Dallas, TX752016650 SW Redwood Ln Suite 210 Portland Oregon 97224 (Address of principal executive offices)Principal Executive Offices)(Zip Code) (214) 308-5230(Issuer’scode)6650 SW Redwood Lane Suite 210 Portland OR 97224 Title of each class Trading Symbol(s) Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrantSVSVUThe Nasdaq Capital MarketClass A ordinary shares included as part of the unitscommon stock, $0.0001 par value per shareSMR SVThe Nasdaq Capital MarketNew York Stock ExchangeWarrants, included as part of the units, each whole warrant exercisable for one share of Class A ordinary sharecommon stock at an exercise price of $11.50 per shareSMR.WS SVSVWThe Nasdaq Capital MarketNew York Stock ExchangeCheckissuerregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (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 past 90 days. Yes ¨x No xo¨ocompany or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”, and “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ¨oAccelerated filer ¨☑Non-accelerated filer xoSmaller reporting company x☐Emerging growth company x☑¨☐Exchange Act). Yes xo No ¨As of January 7, 2021, there were 23,000,000ordinarycommon shares, $0.0001 par value and 5,750,000157,090,820 Class B ordinarycommon shares, $0.0001 par value issued and outstanding. SPRING VALLEY ACQUISITION CORP.FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2020TABLE OF CONTENTSPagePART 1 – FINANCIAL INFORMATIONPage Number Glossary of Terms Cautionary Note Regarding Forward-Looking Statements Condensed Balance Sheet (unaudited)1Condensed Statement of Operations (unaudited)2Condensed Statement of Changes in Shareholder’s Equity (unaudited)3Condensed Statement of Cash Flows (unaudited)4Notes to Condensed Financial Statements (unaudited)5PART II – OTHER INFORMATION18FINANCIAL INFORMATIONFinancial InformationSPRING VALLEY ACQUISITION CORP.SEPTEMBER 30, 2020(Unaudited)ASSETS Current asset – prepaid expenses $ 4,442 Deferred offering costs 483,163 TOTAL ASSETS $ 487,605 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accrued offering costs $ 350,000 Promissory note — related party 119,826 Total current liabilities $ 469,826 Total Liabilities 469,826 Shareholder’s Equity Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding — Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; no shares issued and outstanding — Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding (1) 575 Additional paid-in capital 24,425 Accumulated deficit (7,221 ) Total Shareholders’ Equity 17,779 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 487,605 (1)On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 5).(in thousands, except share and per share amounts) March 31, 2023 December 31, 2022 (unaudited) ASSETS Current assets Cash and cash equivalents $ 218,164 $ 217,685 Short-term investments — 50,000 Prepaid expenses 7,304 5,531 Accounts and other receivables 20,992 11,199 Total current assets 246,460 284,415 Property, plant and equipment, net 4,506 4,770 In-process research and development 16,900 16,900 Intangible assets, net 1,015 1,059 Goodwill 8,255 8,255 Restricted cash 34,182 26,532 Other assets 5,054 6,704 Long-term contract work in process 16,018 — Total assets $ 332,390 $ 348,635 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses $ 43,738 $ 27,951 Accrued compensation 6,442 9,038 Other accrued liabilities 1,511 1,568 Total current liabilities 51,691 38,557 Warrant liabilities 30,457 29,349 Noncurrent liabilities 2,433 2,786 Deferred revenue 1,078 856 Total liabilities 85,659 71,548 Stockholders’ Equity Class A common stock, par value $0.0001 per share, 332,000,000 shares authorized, 70,061,055 shares outstanding as of March 31, 2023 7 7 Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 157,090,820 shares outstanding as of March 31, 2023 16 16 Additional paid-in capital 302,487 296,748 Accumulated deficit (193,054) (182,092) Total Stockholders’ Equity Excluding Noncontrolling Interests 109,456 114,679 Noncontrolling interests 137,275 162,408 Total Stockholders' Equity 246,731 277,087 Total Liabilities and Stockholders' Equity $ 332,390 $ 348,635 unaudited condensed financial statements.Formation and operating costs $ 7,221 Net Loss (7,221 ) Weighted average shares outstanding, basic and diluted (1) 5,750,000 Basic and diluted net loss per ordinary share $ (0.00 ) (1)On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 5).(in thousands, except share and per share amounts) Three Months Ended March 31, 2023 2022 Revenue $ 5,505 $ 2,445 Cost of sales (3,416) (1,205) Gross margin 2,089 1,240 Research and development expenses 25,715 24,380 General and administrative expenses 14,695 10,520 Other expenses 17,151 10,188 Loss from operations (55,472) (43,848) Sponsored cost share 17,873 20,577 Decrease (increase) in fair value of warrant liabilities (1,108) — Interest income (expense) 3,097 (102) Loss before income taxes (35,610) (23,373) Provision (benefit) for income taxes — — Net loss (35,610) (23,373) Net loss attributable to legacy NuScale LLC holders prior to Transaction — (23,373) Net loss attributable to noncontrolling interests (24,648) — Net Loss Attributable to Class A Common Stockholders $ (10,962) $ — Loss Per Share of Class A Common Stock: Basic and Diluted $ (0.16) $ — Weighted-Average Shares of Class A Common Stock Outstanding: Basic and Diluted 69,684,268 — unaudited condensed financial statements.SPRING VALLEY ACQUISITION CORP.CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITYFOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020(Unaudited) Additional
Paid-in Accumulated Total
Shareholder’s Shares Amount Capital Deficit Equity Balance — August 20, 2020 (inception) — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor(1) 5,750,000 575 24,425 — 25,000 Net loss — — — (7,221 ) (7,221 ) Balance — September 30, 2020 5,750,000 $ 575 $ 24,425 $ (7,221 ) $ 17,779 (1)On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 5).(in thousands) Common Stock Class A Class B Additional Paid-in Capital Accumulated Deficit Noncontrolling Interests Total
Stockholders’
EquityShares Amount Shares Amount Balances at December 31, 2022 69,353 $ 7 157,091 $ 16 $ 296,748 $ (182,092) $ 162,408 $ 277,087 Equity-based compensation expense — — — — 3,637 — — 3,637 Exercise of common share options and warrants and vested RSUs 708 — — — 1,617 — — 1,617 Rebalancing of ownership percentage for conversion of combined interest into Class A shares — — — — 485 — (485) — Net loss — — — — — (10,962) (24,648) (35,610) Balances at March 31, 2023 (unaudited) 70,061 $ 7 157,091 $ 16 $ 302,487 $ (193,054) $ 137,275 $ 246,731 (in thousands) Mezzanine Convertible Preferred Units Common Units Accumulated Deficit Total
Stockholders’
EquityUnits Amount Units Amount Units Amount Balances at December 31, 2021 6,000 $ 2,140 633,261 $ 819,694 9,074 $ 28,184 $ (781,620) $ 66,258 Equity-based compensation expense — — — — — 1,021 — 1,021 Exercise of common unit options — — — — 2,928 470 — 470 Conversion of equity award to liability award — — — — — (50) — (50) Repurchase of common units — — — — (343) (563) (563) Issuance of treasury shares — — — — 12 20 — 20 Net loss — — — — — — (23,373) (23,373) Balances at March 31, 2022 (unaudited) 6,000 $ 2,140 633,261 $ 819,694 11,671 $ 29,082 $ (804,993) $ 43,783 unaudited condensed financial statements.Cash Flows from Operating Activities: Net loss $ (7,221 ) Adjustments to reconcile net loss to net cash used in operating activities: Payment of formation costs through issuance of Class B ordinary shares 5,000 Changes in operating assets and liabilities: Payment of operating costs through promissory note – related party 2,221 Net cash used in operating activities — Net Change in Cash — Cash – Beginning — Cash – Ending $ — Non-cash investing and financing activities: Deferred offering costs included in accrued offering costs $ 350,000 Deferred offering costs paid through promissory note - related party $ 113,163 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ 20,000 (in thousands) Three months ended March 31, 2023 2022 OPERATING CASH FLOW Net loss $ (35,610) $ (23,373) Adjustments to reconcile net loss to operating cash flow: Depreciation 615 577 Amortization of intangibles 44 44 Equity-based compensation expense 3,637 1,021 Change in the fair value of warrant liabilities 1,108 — Net noncash change in right of use assets and lease liabilities (345) 406 Changes in assets and liabilities: Prepaid expenses and other assets (99) (1,371) Accounts receivable (9,793) (2,716) Accounts payable and accrued expenses (170) (646) Lease liability (150) (452) Deferred DOE cost share — (105) Deferred revenue 222 (773) Accrued compensation (2,596) (5,763) Net cash used in operating activities (43,137) (33,151) INVESTING CASH FLOW Sale of short-term investments 50,000 — Purchases of property, plant and equipment (351) (1,187) Net cash provided by (used in) investing activities 49,649 (1,187) FINANCING CASH FLOW Proceeds from exercise of common unit options — 470 Repurchase of common units — (563) Issuance of treasury units — 20 Proceeds from exercise of warrants and common share options 1,617 — Net cash provided by (used in) financing activities 1,617 (73) Net increase in cash, cash equivalents and restricted cash 8,129 (34,411) Cash, cash equivalents and restricted cash Beginning of period 244,217 77,094 End of period $ 252,346 $ 42,683 Summary of noncash investing and financing activities: Conversion of equity options to liability award $ — $ 1,540 Long-term contract work in process in accounts payable 16,018 — unaudited condensed financial statements.“Company”“Merger”) is a blank check company incorporated, with NuScale LLC surviving the Merger (the “Surviving Company”), Spring Valley being renamed NuScale Corp, and NuScale LLC continuing to be held as a Cayman Islands exempted company on August 20, 2020. wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) was completed.Company was incorporated for the purpose of effectingTransaction is shown as a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.As of September 30, 2020, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through September 30, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3.Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement toreverse recapitalization under GAAP. Spring Valley Acquisition Sponsor,is the acquired company, with NuScale LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 4.Transaction costs amounted to $12,467,354, consisting of $3,850,000 of underwriting fees, net of $750,000 reimbursed fromtreated as the underwriters (see Note 6), $8,050,000 of deferred underwriting fees and $567,354 of other offering costs. In addition, at November 27, 2020 cash of $2,722,982 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.Following the closing of the Initial Public Offering, an amount of $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting commission and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, for an amount equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.10 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.SPRING VALLEY ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote ofacquirer. This determination reflects Legacy NuScale Equityholders holding a majority of the shareholders who attendvoting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp, and voteNuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although Spring Valley is the legal parent company, GAAP dictates that the financial statements of NuScale Corp will represent a general meetingcontinuation of NuScale LLC’s operations, with the Transaction being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and ArticlesTransaction with Spring Valley.Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.The Company will initially have until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board of directors if requested by the Sponsor, extend the initial period of time to consummate a Business Combination one time, by an additional 6 months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination.The Company will have until May 27, 2022 to consummate a Business Combination, which is extendable at the Sponsor’s option up to six months, as described above (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account ($10.10).SPRING VALLEY ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.10 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESaccompanyingCompany’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, theyrelated notes do not include allnotes and certain financial information normally presented annually under GAAP, and therefore should be read in conjunction with our 2022 Annual Report on Form 10-K. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information and footnotes necessary for a complete presentation of financial position,available, our reported results of operations or cash flows. Inmay not necessarily be indicative of results that we expect for the opinion of management, the accompanying unaudited condensedfull year.includeare unaudited. In management’s opinion, they contain all adjustments consisting of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for a fair presentationthe interim periods presented.financial position, operating results and cash flows for the period presented.The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on November 25, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on November 30, 2020 and December 3, 2020. The interim results for the period from August 20, 2020 (inception) through September 30, 2020 are not necessarily indicative of the resultsTransaction, NuScale Corp has been determined to be expected for the period ending December 31, 2020 or for any future periods.Emerging Growth CompanyThe Company is an “emerging growth company,” as defined in Section 2(a)primary beneficiary of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”NuScale Power, LLC (“NuScale LLC”), a variable interest entity (“VIE”). As the sole managing member of NuScale LLC, NuScale Corp has both the power to direct the activities, and it may take advantagedirect ownership to share in the revenues and expenses of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply withNuScale LLC. As such, all the auditor attestation requirementsactivity of Section 404 ofNuScale LLC has been consolidated in the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revisedaccompanying condensed consolidated financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.SPRING VALLEY ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)Use of EstimatesThe preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts ofstatements. All assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could changeincluded in the near term duebalance sheet are that of NuScale LLC, other than the NuScale Corp Warrants and certain prepaid insurance. All significant intercompany transactions have been eliminated upon consolidation.one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. and Cash EquivalentsThe Company considers all and Restricted Cashwith an original maturitywhich are readily convertible to cash and have maturities of three months or less when purchasedat time of purchase. Cash equivalents with an initial maturity of between three and twelve months at time of purchase are presented as short-term investments on the accompanying condensed consolidated balance sheet. Cash equivalents and short-term investments consist of certificates of deposit. These certificates of deposit are classified as held-to-maturity, and the estimated fair value of the investment approximates its amortized cost.cash equivalents. The Company did not have any cash equivalentsclassified as of September 30, 2020.Deferred Offering CostsOffering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $12,467,354 were charged to shareholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2020, there were $483,163 of deferred offering costs recordeda noncurrent asset, included in Restricted cash in the accompanying unaudited condensed consolidated balance sheet.Income Taxesunder ASC Topic 740, “Income Taxes,” which prescribes a recognition thresholdusing the asset and a measurement attributeliability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financialofthreshold for tax positions taken or expected to be taken in a tax return. For those benefitsreturn, which are subject to be recognized, aexamination by federal and state taxing authorities. The tax benefit from an uncertain tax position must beis recognized when it is more likely than not tothat the position will be sustained upon examination by taxing authorities.authorities based on technical merits of the position. The Company’s management determined thatamount of the Cayman Islandstax benefit recognized is the Company’s majorlargest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax jurisdiction. Therate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. Once identified, the Company recognizes accruedwill recognize penalties and interest and penalties related to unrecognizeduncertain tax benefitspositions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations.expense. As of September 30, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Companypurposes that is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to U.S. federal income taxestax. As such, its net taxable income or incomeloss and any related tax filing requirementscredits are allocated to its members.Cayman Islands orresults of the United States. As such,combined entity, while the Company’s tax provision was zeroLegacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s condensed consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B Units. The following table summarizes the economic interests of NuScale Corp between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of and for the period presented.Net three months ended March 31, 2023:Noncontrolling Interest As of and for the three months ended March 31, 2023 NuScale Corp Class A common stock Beginning of period 69,353,019 Conversion of combined interests into Class A common stock — Exercise of options and warrants and vested RSUs 708,036 End of period 70,061,055 NuScale LLC Class B Units (NCI) Beginning of period 157,090,820 Conversion of combined interests into Class A common stock — End of period 157,090,820 Total Beginning of period 226,443,839 Conversion of combined interests into Class A common stock — Exercise of options and warrants and vested RSUs 708,036 End of period 227,151,875 Ownership Percentage NuScale Corp Class A common stock Beginning of period 30.6 % End of period 30.8 % NuScale LLC Class B Units (NCI) Beginning of period 69.4 % End of period 69.2 % Ordinary ShareNetcomputed by dividing net loss bybased on the weighted average number of ordinary shares issued andof Class A common stock outstanding during the period, excluding ordinaryperiod. Diluted loss per share is based on the average number of shares subjectof Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of RSUs, Stock Options and Warrants using the “treasury stock” method and for all other interests that convert into potential shares of Class A common stock, if any, using the “if converted” method. Net loss attributable to forfeiture. At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result,Class A common stockholders for diluted loss per share is adjusted for the same as basicCompany’s share of NuScale LLC’s net loss, net of NuScale Corp taxes, after giving effect to all other interests that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the period presented.Concentrationafter-tax impact of Credit RiskFinancial instruments that potentially subjectchanges to the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.Fair Value of Financial InstrumentsThe fair value of derivative liabilities, to the extent the Company’s assetsWarrants are dilutive.liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximatesdiluted net loss per share of Class A common stock and represents the carrying amounts represented inthree months ended March 31, 2023, the Company’s unaudited condensed balance sheet, primarily due to their short-term nature.SPRING VALLEY ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)Recent Accounting StandardsManagement does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.NOTE 3 — INITIAL PUBLIC OFFERINGPursuant to the Initial Public Offering,period where the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of onehad Class A ordinary share and one-half ofClass B common stock outstanding. Class B common stock represents a right to cast one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinaryvote per share at an exercise pricethe NuScale Corp level, and carry no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of $11.50 per whole share (see Note 7).NOTE 4 — PRIVATE PLACEMENTSimultaneously withClass B common stock has not been presented.Three Months Ended March 31, 2023 Net loss attributable to Class A common stockholders $ (10,962) Weighted-average shares for basic and diluted loss per share 69,684,268 Basic and Diluted loss per share of Class A common stock $ (0.16) Anti-dilutive securities excluded from shares outstanding: Class B common shares 157,090,820 Stock options 11,447,940 Warrants 18,458,701 Time-based RSUs 3,910,760 Total 190,908,221 closing of the InitialCompany had 9,558,701 Public Offering, the Sponsor purchased an aggregate ofWarrants and 8,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.NOTE 5 — RELATED PARTY TRANSACTIONSFounder SharesOn August 21, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s directors. On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture.The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.Administrative Support AgreementCommencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.Promissory Note — Related PartyOn August 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. As of September 30, 2020, there was $119,826 outstanding under the Promissory Note. The Promissory Note was repaid on December 7, 2020.SPRING VALLEY ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)Related Party LoansIn order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2020, there were no Working Capital Loans outstanding.NOTE 6 — COMMITMENTS AND CONTINGENCIESRisks and UncertaintiesManagement continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Registration and Shareholders RightsPursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Underwriting AgreementThe underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters reimbursed the Company an aggregate of $750,000 for costs incurred in connection with the Initial Public Offering.Anchor InvestmentsCertain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “Anchor Investors”) purchased 1,980,000 Units each in the Initial Public Offering and the Company directed the underwriters to sell to the anchor investors such number of Units. Further, each of the Anchor Investors entered into a separate agreement with the Sponsor pursuant to which each such investor purchased membership interests in Holdco representing an indirect beneficial interest in up to 142,187 Founder Shares upon the closing of the Initial Public Offering for up to $495.NOTE 7 — SHAREHOLDER’S EQUITYPreference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2020, there were no preference shares issued or outstanding.Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2020, there were no Class A ordinary shares issued or outstanding.Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2020, there were 5,750,000 Class B ordinary shares issued and outstanding.Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.SPRING VALLEY ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Proposed Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any PrivatePlacement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will becomeare currently exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Proposed Public Offering. The Public Warrants will expire five years from the completiondate of a Business Combinationthe Transaction or earlier upon redemption or liquidation.The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.warrantsWarrants when the price per share of Class A ordinary sharecommon stock equals or exceeds $18.00. Once the warrants become exercisable, the$18.00. The Company may redeem the outstanding warrantsWarrants (except as described with respect to the Private Placement Warrants):•in whole and not in part;•at a price of $0.01 per warrant;•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and•if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.warrantsWarrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
warrantsWarrants when the price per share of Class A ordinary sharecommon stock equals or exceeds $10.00. Once the warrants become exercisable, theThe Company may redeem the outstanding warrants:•in whole and not in part;•at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;•if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and•if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combinationdate of30th day following the consummation of a Business Combination (net of redemptions), and (z)Transaction, the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.The Private Placement Warrants will bebecame almost identical to the Public Warrants underlying the Units being sold in the ProposedSpring Valley Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.Offering. Additionally, the Private Placement Warrants will beare exercisable on a cashless basis and beare non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.NOTE 8 — SUBSEQUENT EVENTSevaluated subsequent eventsmeasures certain financial assets and transactionsliabilities at fair value. Fair value is a market-based measurement that occurred aftershould be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).(in thousands) Level 1 Level 2 Level 3 Total Warrant Liabilities: Public Warrants $ 15,772 $ — $ — $ 15,772 Private Placement Warrants — 14,685 — 14,685 Total Warrant Liabilities as of March 31, 2023 $ 15,772 $ 14,685 $ — $ 30,457 March 31, December 31, (in thousands) 2023 2022 Furniture and fixtures $ 145 $ 173 Office and computer equipment 7,475 7,393 Software 13,918 13,864 Test equipment 347 347 Leasehold improvements 2,281 2,312 24,166 24,089 Less: Accumulated depreciation (19,947) (19,431) Add: Assets under development 287 112 Net property, plant and equipment $ 4,506 $ 4,770 daterelated to this contract.Share Options Number of
SharesWeighted Average
Exercise PriceOutstanding at December 31, 2022 12,224,783 $ 4.09 Granted — — Exercised (693,734) 2.30 Forfeited (80,674) 6.43 Expired (2,435) 5.54 Outstanding at March 31, 2023 11,447,940 4.18 Exercisable at March 31, 2023 10,379,278 3.90 financial statements were issued. Other thanactivity of the Company’s time-based RSUs as described in these financial statements,of and for the three months ended March 31, 2023:Number of RSUs Weighted Average Time-based RSUs Grant-Date Fair Value Outstanding at December 31, 2022 2,140,651 $ 10.71 Granted 1,835,016 10.35 Vested (14,300) 10.20 Forfeited/Expired (50,607) 11.12 Outstanding at March 31, 2023 3,910,760 $ 10.54 didgranted its Chief Executive Officer 1,000,000 NuScale LLC common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder would receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise.identifybelieve that any subsequent eventsof the claims are material to the Company. Management does not believe that would have required adjustmentresolution of any of these matters will materially affect the Company’s financial position or disclosureresults of operations.financial statements.U.S. District Court for the District of Oregon against NuScale LLC, Fluor Enterprises, Japan NuScale Innovation, Inc., and Sargent & Lundy Holdings, LLC. The plaintiffs purport to represent a class of individuals who held common units or options to purchase common units in NuScale LLC and seek declaratory relief and damages based on breach of contract and other common law claims. The claims are based on amendments to the operating agreement of NuScale LLC in connection with the Merger between NuScale LLC and Spring Valley Acquisition Corp. Plaintiffs claim, among other things, that such amendments breached NuScale LLC’s 5th Amended and Restated Operating Agreement and required the consent of holders of common units in NuScale LLC voting as a separate class. NuScale LLC filed a motion to dismiss the complaint on November 21, 2022. Plaintiffs filed a response on January 17, 2023, and NuScale LLC filed a reply on February 14, 2023. While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe it is probable that a loss will be incurred and the Company has not recorded any liability as a result of these actions.
“we” refer to NuScale Power, LLC (“NuScale LLC”) prior to the Transaction, and to NuScale Power Corporation (“NuScale Corp”) following the consummation of the Transaction. Transaction: PronouncementsITEMMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSReferences in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Spring Valley Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Spring Valley Acquisition Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Special Note Regarding Forward-Looking StatementsThis Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations” regardingOperationsCompany’s financial position, business strategycondition and results of operations of NuScale Power Corporation (“NuScale Corp”) should be read together with our 2022 Annual Report on Form 10-K and with the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Suchfinancial statements included in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements relate to future events or future performance, but reflect management’sbased upon current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performanceexpectations that involve risks and results discussed in the forward-looking statements. For information identifying important factors that could causeuncertainties. Our actual results tomay differ materially from those anticipatedprojected in thethese forward-looking statements please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future eventsvarious factors. Unless the context otherwise requires, references in this section to “NuScale,” “us,” “our” or otherwise.blank check company incorporatedscalable power plant solution incorporating enhanced safety, improved affordability and extended flexibility for diverse electrical and process heat applications. Our scalable design provides carbon-free energy at a reduced cost when compared with gigawatt-sized nuclear facilities.Cayman Islands onUnited States. In 2017, we submitted our Design Certification Application (“DCA”) to the U.S. Nuclear Regulatory Commission (“NRC”). On August 20,28, 2020, formedthe NRC issued its Final Safety Evaluation Report, representing the NRC’s completion of its technical review. On September 11, 2020 the NRC issued its Standard Design Approval (“SDA”) of our NPM and scalable plant design. With this phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NPM and plant design. We expect our operating losses and negative operating cash flow to grow until the commercialization of the NPM. On January 19, 2023, the NRC published in the Federal Register a final rule that certifies NuScale’s SMR design for use in the United States, which became effective 30 days after publication.purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceedseffects of the Initial Public Offering andTransaction with Spring Valley.salehistorical cost of the Private Placement Warrants, our shares, debt orassets and liabilities assumed as a combinationresult of cash, shares and debt.We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.Cash $ 341,462 Warrant liabilities (47,532) Total net assets $ 293,930 (in thousands) Three Months Ended March 31, 2023 2022 Revenue $ 5,505 $ 2,445 Cost of sales (3,416) (1,205) Gross margin 2,089 1,240 Research and development expenses 25,715 24,380 General and administrative expenses 14,695 10,520 Other expenses 17,151 10,188 Loss from operations (55,472) (43,848) Sponsored cost share 17,873 20,577 Decrease (increase) in fair value of warrant liabilities (1,108) — Interest income (expense) 3,097 (102) Loss before income taxes $ (35,610) $ (23,373) neither engaged in any operations norincurred significant operating losses; we have had negative operating cash flow during the three months ended March 31, 2023 and 2022; and we have an accumulated deficit of $193.1 million as of March 31, 2023. Management expects that operating losses and negative cash flows may increase because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other companies.operating revenues to date. Our only activities from inception through September 30, 2020 were organizational activities and those necessary to prepare for the Initial Public Offering, described below.material revenue. We do not expect to generate any operating revenuesmeaningful revenue unless and until afterwe are able to commercialize our NPM and related services. We expect our costs to increase in connection with the advancement of our products and services toward commercialization. In addition, with the completion of our initial Business Combination. Wethe Transaction, we expect to generate non-operatingincur additional costs associated with operating as a public company. While we believe that the proceeds of the Transaction will be sufficient to reach commercialization of our NPM, certain costs are not reasonably estimable at this time, and we may require additional funding and our projections anticipate certain customer-sourced income inthat is not assured and DOE funds that are granted under the formcooperative agreement secured by the Company are subject to Congressional appropriations. Further, the debt ceiling and appropriations discussions currently taking place within Congress could have a material impact on the Company’s cash projections.interest income on marketable securities held afteroperating expenses and currently available cash resources, we will have sufficient funds available to cover R&D activities and operating cash needs for the Initial Public Offering. We expectnext twelve months. However, considering that we have not yet completed the development of a commercial product and have no meaningful revenue to date, we may require additional funds in future years. Our ability to raise funds through equity offerings may be limited by the significant number of shares that may be publicly sold, including the shares registered for resale under the registration statement on Form S-1 that was declared effective by the SEC on June 30, 2022. Such sales may negatively affect the market price of our shares of Class A common stock. In particular, a large sale by Fluor, our majority shareholder, could significantly affect our stock price. We believe the likelihood that Warrant holders will incur increased expensesexercise their Warrants, and therefore the amount of cash proceeds that we would receive from such exercises, depends on the trading price of our shares of Class A common stock, which from time to time, has exceeded the $11.50 Warrant exercise price, before the Warrants expire. In certain circumstances, the Warrants can be exercised on a cashless basis. Our ability to fund R&D activities and our operating cash needs for multiple years does not depend on the proceeds we may receive as athe result of beingexercises of Warrants.Three Months Ended March 31, (in thousands) 2023 2022 Net cash used in operating activities $ (43,137) (33,151) Net cash provided by (used in) investing activities 49,649 (1,187) Net cash provided by (used in) financing activities 1,617 (73) $ 8,129 $ (34,411) public company (for legal, financial reporting, accountingbuild up of receivables associated with our cost share and auditing compliance), as well as for due diligence expenses in connection with searching for,commercial work.completing, a Business Combination.Forsale, of our 6 month certificates of deposit during the period from August 20, 2020 (inception) through September 30, 2020, we had a net loss of $7,221, which consisted of formation and operating costs.Liquidity and three months ended March 31, 2023.September 30, 2020,March 7, 2023, when we had no cash. Until the consummationentered into Amendment 3 of the Initial Public Offering,DCRA and the Long Lead Material Reimbursement Agreement with CFPP LLC, the maximum reimbursement based on the current stage of project development is $81.0 million. As of March 31, 2023 the net development costs incurred by UAMPS totaled $29.8 million.only sourcepotential reimbursement of liquidity wasthese net development costs. This letter of credit is updated quarterly based on an initial purchaseagreed upon forecasted estimate of ordinary shares bynet development costs. A stipulation of attaining the Sponsor and loansletter of credit requires the Company segregate funds from our Sponsor.Subsequent to the endoperating bank accounts as collateral for said letter of the quarterly period covered by this Quarterly Report, on November 27, 2020, we consummated the Initial Public Offering of 23,000,000 Units, which included the full exercise by the underwriters of their over-allotment optioncredit. This account is identified as restricted cash in the amount of 3,000,000 Units,$34.2 million, on the accompanying condensed consolidated balance sheet and acts as collateral for the $33.5 million letter of credit outstanding at March 31, 2023.$10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing$58.00/MWh for a target COD of the Initial Public Offering, we consummatedProject. The PCE exceeded the sale of 8,900,000 Private Placement Warrants to the Sponsor atprice target, meaning there was an ECT failure. As a price of $1.00 per Private Placement Warrant generating gross proceeds of $8,900,000.Following the Initial Public Offering, the full exerciseresult of the over-allotment option, and the sale of the Private Placement Warrants, a total of $232,300,000 was placedECT failure UAMPS Members participating in the Trust Account, and weCFPP (“Project Participants”) were given the opportunity to exit the Project. CFPP LLC had $2,722,982 of cash held outside of the Trust Account, after payment of costs relateduntil March 1, 2023 (unless extended by mutual agreement), to the Initial Public Offering, and available for working capital purposes. We incurred $12,467,354 in transaction costs, including $3,850,00 of underwriting fees, $8,050,000 of deferred underwriting fees and $567,354 of other offering costs.We intenddeliver notice that it intended to use substantially all of the funds heldterminate its participation in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions,Project. If CFPP LLC had issued notice that it intended to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds heldterminate its participation in the Trust Account will be used as working capital to financeProject by March 1, 2023, the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.Off-Balance Sheet Financing ArrangementsWe have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, whichCompany would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Contractual ObligationsWe do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreementliable to pay an affiliateCFPP LLC approximately $29.8 million and would have had the option to take over the Project assets and continue to develop CFPP. However, on March 1, 2023, UAMPS notified NuScale that sufficient Project Participants have opted to continue with CFPP development notwithstanding the ECT failure. The next ECT is scheduled to be run in conjunction with the submission of the Sponsor a monthly feeClass 2 PCE. For information regarding the consequences of $10,000 for office space, utilities and secretarial, and administrative support services provided to the Company. We began incurring these fees on November 23, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination andan ECT failure, see Commercialization Risk Factors associated with the Company’s liquidation.The underwriter is entitledobligations to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.Pursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.Critical Accounting PoliciesThe preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.Standardsdoes not believe that any recentlybelieves there is no new accounting guidance issued but not yet effective accounting standards, if currently adopted,that would have a material effect on our condensedimpact to the Company’s current financial statements.
ITEMQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKAs of September 30, 2020, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account,Quantitative and Qualitative Disclosures About Market Riskinvestedno material changes from the discussion of the Company’s market risk in certain U.S. government obligations with a maturityPart I, Item 7A., Quantitative and Qualitative Disclosures About Market Risk, of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.Company’s 2022 Annual Report Form 10-K.
Controls and ProceduresITEMCONTROLS AND PROCEDURES are controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports filed or submitted under the Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officerprincipal executive officer and Chief Financial Officer,principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.As required by Rules 13a-15f and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.Changes in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.OTHER INFORMATIONOther Information
ITEMLEGAL PROCEEDINGS.None.
ITEMRISK FACTORS.Except as set forth below, as of the date of this Quarterly Report, thereRisk Factorswith respect to thosefrom our risk factors previouslyas disclosed in our Registration Statement filed with the SEC. Any of these factors could result in a significant or material adverse effect2022 Annual Report on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Amended and Restated Certificate of Incorporation, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public shareholders.
ITEMUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.On November 27, 2020, we consummated our Initial Public OfferingUnregistered Sales of 23,000,000 Units, inclusiveEquity Securities and Use of 3,000,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Cowen and Company, LLC and Wells Fargo Securities, LLC acted as book-running managers. Drexel Hamilton, LLC and Siebert Williams Shank and Co., LLC acted as co-managers. The securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-249067). The registration statements became effective on November 23, 2020.Simultaneously with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we consummated a private placement of 8,900,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,900,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the sale of the Private Placement Warrants, $232,300,000 was placed in the Trust Account.We paid a total of $3,850,000 in underwriting discounts, net of $750,000 reimbursements from the underwriters, and commissions and $567,354 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,050,000 in underwriting discounts and commissions.For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
ITEMDEFAULTS UPON SENIOR SECURITIES.None.
Mine Safety DisclosuresITEMMINE SAFETY DISCLOSURES.applicable.applicable
ITEMOTHER INFORMATION.None.
Not applicable
ITEMEXHIBITSThe following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.*Filed herewith.**104Furnished herewith.Cover Page Interactive Data File (formatted as Inline XBRL).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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