UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 110-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2021March 31, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-39736
SPRING VALLEY ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands |
| 98-1588588 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
2100 McKinney Ave., Suite 1675 |
| 75201 |
(Address of principal executive offices) |
| (Zip Code) |
(214) 308-5230
(Issuer’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| ||||
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | | SVSVU | | The Nasdaq Capital Market |
Class A ordinary shares included as part of the units | | SV | | The Nasdaq Capital Market |
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | | SVSVW | | The Nasdaq Capital Market |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of December 20, 2021,April 29, 2022, there were 23,000,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
Explanatory Note
References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Spring Valley Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Spring Valley Acquisition Corp. (the “Company”) as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 8, 2021.
On November 8, 2021, Company filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 2021 Form 10-Q”), which included a Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on November 27, 2020. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.
In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.
The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously financial statements in Note 2 to its Q3 2021 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is quantitatively material and it should restate its previously issued financial statements.
Therefore, on December 10, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 21, 2021; and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 8, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon.
As such, the Company will restate its financial statements for the Affected Periods in this Quarterly Report on Form 10-Q/A.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.
After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of the Q3 2021 Form 10-Q.
SPRING VALLEY ACQUISITION CORP.
FORM 10-Q/A 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2021MARCH 31, 2022
TABLE OF CONTENTS
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| Condensed Consolidated Statements of Changes in Shareholders’ | 3 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I - FINANCIAL INFORMATION
Item 1. Interim Condensed Financial Statements
SPRING VALLEY ACQUISITION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | |
|
| September 30, |
| December 31, |
| March 31, |
| December 31, | ||||
| | 2021 | | 2020 | | 2022 | | 2021 | ||||
| | (Unaudited) | | | | (unaudited) | | | ||||
ASSETS | | | | | |
| ||||||
Assets | | | | | |
| ||||||
Current assets: | | | | | | | ||||||
Cash |
| $ | 1,190,307 | | $ | 1,906,348 |
| $ | 576,574 | | $ | 985,114 |
Prepaid expenses | | | 108,370 | | | 237,088 | | | 73,390 | | | 101,192 |
Total current assets | | | 1,298,677 | | | 2,143,436 | | | 649,964 | | | 1,086,306 |
Investments held in trust account | | | — | | | 232,301,973 | ||||||
Investments held in brokerage account | | | 232,316,486 | |
| — | ||||||
Total assets | | $ | 233,615,163 | | $ | 234,445,409 | ||||||
Investments held in Trust Account | | | 232,344,333 | | | 232,320,939 | ||||||
Total Assets | | $ | 232,994,297 | | $ | 233,407,245 | ||||||
| | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS' DEFICIT | | | | |
| | ||||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | | | | |
| | ||||||
Current liabilities: | | | | |
| | | | | |
| |
Accounts payable | | $ | 345,062 | | $ | 0 | | $ | 109,931 | | $ | 305,022 |
Accrued expenses | | | 10,550 | | | 49,934 | | | 4,946,034 | | | 40,000 |
Total current liabilities | | | 355,612 | | | 49,934 | | | 5,055,965 | | | 345,022 |
Deferred underwriting fees payable | | | 8,050,000 | |
| 8,050,000 | ||||||
Derivative warrant liabilities | | | 30,174,000 | | | 33,660,000 | | | 39,984,000 | | | 29,149,000 |
Deferred underwriting fee payable | | | 8,050,000 | |
| 8,050,000 | ||||||
Total liabilities | | | 38,579,612 | |
| 41,759,934 | | | 53,089,965 | |
| 37,544,022 |
| | | | | | | | | | | | |
Commitments and Contingencies (Note 7) | | | | |
|
| ||||||
Commitments and Contingencies (Note 6) | | | | |
|
| ||||||
| | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.10 redemption value as of September 30, 2021 and December 31, 2020 | | | 232,300,000 | |
| 232,300,000 | ||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.10 per share | | | 232,300,000 | |
| 232,300,000 | ||||||
| | | | | | | | | | | | |
Shareholders' Deficit | | | | |
|
| ||||||
Shareholders' Deficit: | | | | |
|
| ||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | | | — | |
| — | | | — | |
| — |
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 0 non-redeemable shares issued or outstanding as of September 30, 2021 and December 31, 2020 | | | 0 | |
| 0 | ||||||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2021 and December 30, 2020 | | | 575 | |
| 575 | ||||||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 0 non-redeemable shares issued or outstanding | | | — | |
| — | ||||||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding | | | 575 | |
| 575 | ||||||
Additional paid-in capital | | | — | |
| — | | | — | |
| — |
Accumulated deficit | | | (37,265,024) | |
| (39,615,100) | | | (52,396,243) | |
| (36,437,352) |
Total shareholders' deficit | | | (37,264,449) | |
| (39,614,525) | | | (52,395,668) | |
| (36,436,777) |
Total Liabilities and Shareholders' Deficit | | $ | 233,615,163 | | $ | 234,445,409 | ||||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | | $ | 232,994,297 | | $ | 233,407,245 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
SPRING VALLEY ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)(UNAUDITED)
| | | | | | |
| | | | | | |
| | For the Three Months Ended March 31, | ||||
|
| 2022 |
| 2021 | ||
| | | | | | |
General and administrative expenses | | $ | 5,147,286 | | $ | 299,060 |
Loss from operations | | | (5,147,286) | | | (299,060) |
| | | | | | |
Other income (expenses): | | | | | | |
Change in fair value of derivative warrant liabilities | | | (10,835,000) | | | 9,028,000 |
Income from investments held in Trust Account | | | 23,395 | | | 5,729 |
Net income (loss) | | $ | (15,958,891) | | $ | 8,734,669 |
| | | | | | |
Weighted average shares outstanding of Class A ordinary shares | | | 23,000,000 | | | 23,000,000 |
Basic and diluted net income (loss) per share, Class A ordinary shares | | $ | (0.56) | | $ | 0.30 |
Weighted average shares outstanding of Class B ordinary shares | | | 5,750,000 | | | 5,750,000 |
Basic and diluted net income (loss) per share, Class B ordinary shares | | $ | (0.56) | | $ | 0.30 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
SPRING VALLEY ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2022 (UNAUDITED)
| | | | | | | | | |
| | | | | | | | August 20, 2020 | |
|
| Three Months |
| Nine Months |
| (inception) | |||
| | Ended | | Ended | | through | |||
| | September 30, | | September 30, | | September 30, | |||
| | 2021 | | 2021 | | 2020 | |||
| | | | | | | | | |
Formation and operating costs | | $ | 441,400 | | $ | 1,125,437 | | $ | 7,221 |
Loss from operations | | | (441,400) | | | (1,125,437) | | | (7,221) |
Gain on investments, dividends and interest, held in Trust Account | | | 2,992 | | | 14,513 | | | — |
Change in fair value of derivative liabilities | | | (1,488,000) | | | 3,486,000 | | | — |
Net Income (Loss) | | $ | (1,926,408) | | $ | 2,375,076 | | $ | (7,221) |
| | | | | | | | | |
Weighted average shares outstanding of Class A ordinary shares | | | 23,000,000 | | | 23,000,000 | | | — |
Basic and diluted net income (loss) per ordinary share, Class A | | $ | (0.07) | | $ | 0.08 | | $ | — |
Weighted average shares outstanding of Class B ordinary shares | | | 5,750,000 | | | 5,750,000 | | | 5,750,000 |
Basic and diluted net income (loss) per ordinary share, Class B | | $ | (0.07) | | $ | 0.08 | | $ | (0.00) |
| | | | | | | | | | | | | | | | | | | |
| | Ordinary Shares | | Additional | | | | | Total | ||||||||||
| | Class A |
| Class B | | Paid-in | | Accumulated | | Shareholders' | |||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | |||||
Balance - December 31, 2021 | | 0 | | $ | 0 | | 5,750,000 | | $ | 575 | | $ | 0 | | $ | (36,437,352) | | $ | (36,436,777) |
Net loss | | — | | | — | | — | | | — | | | — | | | (15,958,891) | | | (15,958,890) |
Balance - March 31, 2022 (Unaudited) | | 0 | | $ | 0 | | 5,750,000 | | $ | 575 | | $ | 0 | | $ | (52,396,243) | | $ | (52,395,668) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
SPRING VALLEY ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the three and nine months ended September 30,FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Unaudited)(UNAUDITED)
| | | | | | | | | | | | | | |
| | Ordinary Shares | | Additional | | | | | Total | |||||
|
| Class B | | Paid-In | | Accumulated | | Shareholders' | ||||||
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||
Balance as of January 1, 2021 | | 5,750,000 | | $ | 575 | | $ | — | | $ | (39,615,100) | | $ | (39,614,525) |
Accretion of Class A Ordinary Shares to redemption value | | — | | | — | |
| — | |
| (25,000) | |
| (25,000) |
Net income | | — | | | — | |
| — | |
| 8,734,669 | |
| 8,734,669 |
Balance as of March 31, 2021, as restated (unaudited) | | 5,750,000 | | $ | 575 | | $ | — | | $ | (30,905,431) | | $ | (30,904,856) |
Net loss | | — | | | — | | | — | | | (4,433,185) | | | (4,433,185) |
Balance as of June 30, 2021, as restated (unaudited) | | 5,750,000 | | $ | 575 | | $ | — | | $ | (35,338,616) | | $ | (35,338,041) |
Net loss | | — | | | — | | | — | | | (1,926,408) | | | (1,926,408) |
Balance as of September 30, 2021 (unaudited) | | 5,750,000 | | $ | 575 | | $ | — | | $ | (37,265,024) | | $ | (37,264,449) |
| | | | | | | | | | | | | | | | | | | |
| | Ordinary Shares | | Additional | | | | | Total | ||||||||||
| | Class A | | Class B | | Paid-in | | Accumulated | | Shareholders' | |||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | |||||
Balance - December 31, 2020 |
| 0 | | $ | 0 | | 5,750,000 | | $ | 575 | | $ | 0 | | $ | (39,615,100) | | $ | (39,614,525) |
Accretion of Class A ordinary shares to redemption value |
| — | |
| — | | — | |
| — | |
| — | |
| (25,000) | |
| (25,000) |
Net income |
| — | |
| — | | — | |
| — | |
| — | |
| 8,734,669 | |
| 8,734,669 |
Balance - March 31, 2021 (Unaudited) |
| 0 | | $ | 0 | | 5,750,000 | | $ | 575 | | $ | 0 | | $ | (30,905,431) | | $ | (30,904,856) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
SPRING VALLEY ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
| | | | | | | | | | | | | | |
| | Ordinary Shares | | Additional | | | | | | | ||||
| | Class B | | Paid-In | | Accumulated | | Shareholders' | ||||||
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Equity | ||||
Balance as of August 20, 2020 (inception) |
| 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 |
Issuance of ordinary shares to Sponsor |
| 5,750,000 | |
| 575 | |
| 24,425 | |
| — | |
| 25,000 |
Net loss |
| — | |
| — | |
| — | |
| (7,221) | |
| (7,221) |
Balance as of September 30, 2020 (unaudited) |
| 5,750,000 | | $ | 575 | | $ | 24,425 | | $ | (7,221) | | $ | 17,779 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
SPRING VALLEY ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)(UNAUDITED)
| | | | | | | ||||||
| | Nine Months | | For the Period from | | | | | | | ||
| | Ended | | (Inception) to | | | ||||||
| | September 30, | | September 30, | | For the Three Months Ended March 31, | ||||||
|
| 2021 |
| 2020 |
| 2022 |
| 2021 | ||||
| | | | | | | | | | | | |
Cash Flows from Operating Activities: | | | | | |
| | | | | |
|
Net income (loss) | | $ | 2,375,076 | | $ | (7,221) | | $ | (15,958,891) | | $ | 8,734,669 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | | | |
| | | | |
Change in fair value of derivative liabilities | | | (3,486,000) | | | — | ||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | |
| (14,513) | | | — | ||||||
Formation and operating cost paid through the issuance of ordinary shares to Sponsor | | | — | | | 5,000 | ||||||
Change in fair value of derivative warrant liabilities | | | 10,835,000 | | | (9,028,000) | ||||||
Income from investments held in Trust Account | | | (23,395) | | | (5,729) | ||||||
Changes in operating assets and liabilities: | | | | | | | | | | | | |
Prepaid expenses and other assets | | | 128,719 | | | (4,442) | ||||||
Accounts payable and accrued expenses | | | 305,677 | | | — | ||||||
Prepaid expenses | | | 27,803 | | | 64,998 | ||||||
Related party receivable | | | — | | | (25,000) | ||||||
Accounts payable | | | (195,091) | | | — | ||||||
Accrued expenses | | | 4,906,034 | | | 37,148 | ||||||
Net cash used in operating activities | | | (691,041) | | | (6,663) | | | (408,540) | | | (221,914) |
| | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | |
Advances from related party | | | — | | | 6,663 | ||||||
Offering costs paid | | | (25,000) | | | — | ||||||
Net cash provided by financing activities | | | (25,000) | | | 6,663 | ||||||
Payment of offering costs | | | — | | | (25,000) | ||||||
Net cash used in financing activities | | | — | | | (25,000) | ||||||
| | | | | | | | | | | | |
Net decrease in cash | |
| (716,041) | | | — | ||||||
Cash - beginning of period | |
| 1,906,348 | | | — | ||||||
Cash - end of period | | $ | 1,190,307 | | $ | — | ||||||
Net change in cash | |
| (408,540) | | | (246,914) | ||||||
| | | | | | | | | | | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | ||||||
Deferred offering costs included in accrued expenses | | $ | — | | $ | 59,559 | ||||||
Deferred offering costs paid through promissory note — related party | | $ | — | | $ | 113,163 | ||||||
Deferred offering costs paid through the issuance of ordinary shares to Sponsor | | $ | — | | $ | 20,000 | ||||||
Cash - beginning of the period | |
| 985,114 | | | 1,906,348 | ||||||
Cash - ending of the period | | $ | 576,574 | | $ | 1,659,434 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
54
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Note 1 - Description Ofof Organization Andand Business Operations
Spring Valley Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020. The Company was incorporated for the purpose of effecting 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, 2021,March 31, 2022, the Company had not commenced any operations. All activity through September 30, 2021March 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, searching for a business combination. 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 4.3.
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 to Spring Valley Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 5.4.
Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering in November 2020. Offering costs amounting to $12,528,579$12,492,354 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $678,579$592,354 of other offering costs)costs, offset by $750,000 in reimbursement received from underwriters) were incurred, of which $678,579$749,253 were allocated to warrants and expensed and $11,850,000$11,743,101 were allocated against the Class A shares.
Following the closing of the Initial Public Offering, an amount of $232,300,000 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: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.
On March 25, 2021 the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, Spring Valley Merger Sub, Inc., a Delaware corporation, and wholly owned subsidiary of the Company, and Dream Holdings, Inc., a Delaware public benefit corporation (“Dream Holdings”), relating to a proposed business combination with AeroFarms (the “Merger”). On October 14, 2021, the Company and Dream Holdings terminated the Merger Agreement in a mutual decision not to pursue the Merger. The Company plans to withdraw the registration statement on Form S-4 initially filed with the U.S. Securities and Exchange Commission on May 10, 2021.
6
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial 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
5
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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, 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 7)6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The Company will proceed with a Business Combination only if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting 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 Articles of 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 6)5) and any Public Shares purchased during or after the Initial 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.
7
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 6six 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$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.
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
6
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 7)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.
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 Initial 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.
Liquidity and Going Concern Considerations
As of March 31, 2022, the Company had approximately $577,000 of cash held outside of the Trust Account and a working capital deficit of approximately $4.4 million.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022, to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 27, 2022.
87
Note 2— Restatement of Previously Issued Financial StatementSPRING VALLEY ACQUISITION CORP.
The Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with guidance on redeemable equity instruments in ASC Topic 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report.
The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.
The change in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately 3.6 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021.
| | | | | | | | | |
| | As Previously | | | | | | | |
As of March 31, 2021 (unaudited) |
| Reported |
| Adjustment |
| As Restated | |||
Total assets | | $ | 234,164,226 | | $ | — | | $ | 234,164,226 |
Total liabilities | | $ | 32,769,082 | | $ | — | | $ | 32,769,082 |
Class A ordinary shares subject to possible redemption | |
| 196,395,143 | |
| 35,904,857 | |
| 232,300,000 |
Preference shares | |
| — | |
| — | |
| — |
Class A ordinary shares | |
| 355 | |
| (355) | |
| — |
Class B ordinary shares | |
| 575 | |
| — | |
| 575 |
Additional paid-in-capital | |
| 9,235,826 | |
| (9,235,826) | |
| — |
Accumulated deficit | |
| (4,236,755) | |
| (26,668,676) | |
| (30,905,431) |
Total shareholders’ equity (deficit) | | $ | 5,000,001 | | $ | (35,904,857) | | $ | (30,304,856) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | | $ | 234,164,226 | | $ | — | | $ | 234,164,226 |
The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021.
| | | | | | | | | |
For the three months ended March 31, 2021 (unaudited) | |||||||||
|
| As Previously |
| | |
| | | |
|
| Reported | | Adjustment | | As Restated | |||
Supplemental Disclosure of Noncash Financing Activities: |
| |
|
| |
|
| |
|
Change in value of Class A ordinary shares subject to possible redemption | | $ | (8,734,582) | | $ | 8,734,582 | | $ | — |
9Proposed Business Combination - NuScale Power, LLC
TableOn December 13, 2021, the Company, Spring Valley Merger Sub, LLC, an Oregon limited liability company and wholly owned subsidiary (“Merger Sub”), and NuScale Power, LLC, an Oregon limited liability company (the “NuScale”), entered into an agreement and plan of Contentsmerger (the “Merger Agreement”), pursuant to which, subject to obtaining the Acquiror Stockholder Approvals (as defined in the Merger Agreement), (i) Spring Valley will domesticate as a corporation in the State of Delaware and (ii) Merger Sub will be merged with and into NuScale (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with NuScale being the surviving entity following the Merger (the “Surviving Company”). Following the Merger, Spring Valley will be renamed NuScale Power Corporation and is expected to trade on The New York Stock Exchange under the ticker “SMR”. After the closing of the Merger, NuScale, as the Surviving Company, will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in a customary “Up-C” holding structure.
Refer to the Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021, January 4, 2022, and April 4, 2022 for additional information.
The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 4.0 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021.
| | | | | | | | | |
| | As Previously | | | | | | | |
As of June 30, 2021 (unaudited) |
| Reported |
| Adjustment |
| As Restated | |||
Total assets | | $ | 233,801,679 | | | |
| $ | 233,801,679 |
Total liabilities | | $ | 36,839,721 | | | |
| $ | 36,839,721 |
Class A ordinary shares subject to possible redemption | |
| 196,961,950 | |
| 40,338,050 |
| | 232,300,000 |
Preference shares | |
| — | |
| — |
| | — |
Class A ordinary shares | |
| 399 | |
| (399) |
| | — |
Class B ordinary shares | |
| 575 | |
| — |
| | 575 |
Additional paid-in-capital | |
| 13,668,974 | |
| (13,668,974) |
| | — |
Accumulated deficit | |
| (8,669,940) | |
| (26,668,677) |
| | (35,338,617) |
Total shareholders’ equity (deficit) | | $ | 5,000,008 | | $ | (40,338,050) | | $ | (35,338,042) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | | $ | 233,801,679 | | $ | — | | $ | 233,801,679 |
The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021.
| | | | | | | | | |
For the six months ended June 30, 2021 (unaudited) | |||||||||
|
| As Previously |
| | |
| | | |
|
| Reported | | Adjustment | | As Restated | |||
Supplemental Disclosure of Noncash Financing Activities: |
| |
|
| |
|
| |
|
Change in value of Class A ordinary shares subject to possible redemption | | $ | 4,276,476 | | $ | (4,276,476) | | $ | — |
The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods.
| | | | | | | | | |
| | Earnings Per Share for Class A ordinary shares | |||||||
| | As Previously | |
| | |
| | |
|
| Reported |
| Adjustment |
| As Restated | |||
For the three months ended March 31, 2021 (unaudited) |
| |
|
| |
|
| |
|
Net income | | $ | 8,734,669 | | $ | — | | $ | 8,734,669 |
Weighted average shares outstanding - basic and diluted | |
| 23,000,000 | |
| — | |
| 232,300,000 |
Basic and diluted earnings per share | | $ | — | | $ | 0.30 | | $ | 0.300 |
For the three months ended June 30, 2021 (unaudited) | |
|
| |
|
| |
|
|
Net loss | | $ | (4,433,185) | | $ | — | | $ | (4,433,185) |
Weighted average shares outstanding - basic and diluted | |
| 23,000,000 | |
| — | |
| 23,000,000 |
Basic and diluted earnings per share | | $ | — | | $ | (0.15) | | $ | (0.15) |
For the six months ended June 30, 2021 (unaudited) | |
|
| |
|
| |
|
|
Net income | | $ | 4,301,484 | | $ | — | | $ | 4,301,484 |
Weighted average shares outstanding - basic and diluted | |
| 23,000,000 | |
| — | |
| 23,000,000 |
Basic and diluted earnings per share | | $ | — | | $ | 0.15 | | $ | 0.15 |
10
| | | | | | | | | |
| | Earnings Per Share for Class B ordinary shares | |||||||
| | As Previously | | | | | | | |
|
| Reported |
| Adjustment |
| As Restated | |||
For the three months ended March 31, 2021 (unaudited) |
| |
|
| |
|
| |
|
Net income | | $ | 8,734,669 | | $ | — | | $ | 8,734,669 |
Weighted average shares outstanding - basic and diluted | |
| 5,750,000 | |
| — | |
| 5,750,000 |
Basic and diluted earnings per share | | $ | 1.52 | | $ | (1.22) | | $ | 0.30 |
For the three months ended June 30, 2021 (unaudited) | |
|
| |
|
| |
|
|
Net loss | | $ | (4,433,185) | | $ | — | | $ | (4,433,185) |
Weighted average shares outstanding - basic and diluted | |
| 5,750,000 | |
| — | |
| 5,750,000 |
Basic and diluted earnings per share | | $ | (0.77) | | $ | 0.62 | | $ | (0.15) |
For the six months ended June 30, 2021 (unaudited) | |
|
| |
|
| |
|
|
Net income | | $ | 4,301,484 | | $ | — | | $ | 4,301,484 |
Weighted average shares outstanding - basic and diluted | |
| 5,750,000 | |
| — | |
| 5,750,000 |
Basic and diluted earnings per share | | $ | 0.75 | | $ | (0.60) | | $ | 0.15 |
Note 32 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been preparedare presented in accordanceU.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”(“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, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A10-K for the periodyear ended December 31, 20202021 as filed with the SEC on May 7, 2021,March 10, 2022 which contains the audited consolidated financial statements and notes thereto. The condensed financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.2022.
Going ConcernPrinciples of Consolidation
InThe accompanying condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the Company’s assessment of going concern considerationsplanned merger. All inter-company accounts and transactions are eliminated in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022, to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 27, 2022.
11
Table of Contentsconsolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage 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 with the auditor attestation requirements of Section 404 of 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 revised 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
8
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 consolidated 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.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and cash equivalentsCash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash and cash equivalents as of September 30, 2021March 31, 2022 and December 31, 2020,2021, respectively.
Derivative Warrant Liability
The Company accounts for the Warrants in accordance with the guidance contained in ASCAccounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statementconsolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. TheAs the transfer of Private Placement Warrants are valued usingto anyone who is not a Modified Black Scholes Option Pricing Model.permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 10 for further discussion of the methodology used to determine the value of the Warrants.
12
Class A Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares featuresfeature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021March 31, 2022 and December 31, 2020,2021, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equitydeficit section of the Company’s condensed consolidated balance sheets.
Offering Costs
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant
9
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
liabilities are expensed as incurred and presented as non-operating expenses in the statementcondensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30,March 31, 2022 or December 31, 2021, there were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties. The Company 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 income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was 0 for the period presented. The Company’sCompany's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net lossincome (loss) per ordinary share is computedcalculated by dividing the net lossincome (loss) by the weighted average number of ordinary shares issued and outstanding duringfor the respective period.
The Company hascalculation of diluted net income (loss) does not consideredconsider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 22,529,000 Class A ordinary shareshares in the calculation of diluted income (loss) per share, sincebecause the exercise of the warrants areis contingent upon the occurrence of future events.
The Company’s statement of operations includes a presentation of income (loss) per share for shares of ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. As of September 30, 2021, 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, diluted lossnet income (loss) per share is the same as basic lossnet income (loss) per share for the period presented.three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
A reconciliation of net income (loss) per ordinary share is as follows:
| | | | | | | | | | | | |
| | For the Three Months Ended March 31, | | For the Three Months Ended March 31, | ||||||||
| | 2022 | | 2021 | ||||||||
|
| Class A |
| Class B |
| Class A |
| Class B | ||||
Basic and diluted net income (loss) per ordinary share: | | | | | | | | | | | | |
Numerator: |
| |
| | | | | |
| | | |
Allocation of net income (loss) | | $ | (12,767,113) | | $ | (3,191,778) | | $ | 6,987,735 | | $ | 1,746,934 |
| | | | | | | | | | | | |
Denominator: | |
|
| | | | |
|
| | | |
Basic and diluted weighted average ordinary shares outstanding | |
| 23,000,000 | |
| 5,750,000 | |
| 23,000,000 | |
| 5,750,000 |
| | | | | | | | | | | | |
Basic and diluted net income (loss) per ordinary share | | $ | (0.56) | | $ | (0.56) | | $ | 0.30 | | $ | 0.30 |
1310
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of net loss per ordinary share is as follows:
| | | | | | |
| | For the Three |
| For the Nine | ||
| | Months Ended | | Months Ended | ||
| | September 30, | | September 30, | ||
|
| 2021 |
| 2021 | ||
Redeemable Class A Ordinary Shares |
| |
| | | |
Numerator: |
| |
| | | |
Allocation of net loss | | $ | (1,541,126) | | $ | 1,900,061 |
| | | | | | |
Denominator: | |
|
| | | |
Weighted average shares outstanding, basic and diluted | |
| 23,000,000 | |
| 23,000,000 |
Basic and diluted net loss per share | | $ | (0.07) | | $ | 0.08 |
| | | | | | |
Non-Redeemable Class B Ordinary Shares | |
|
| | | |
Numerator: Net Loss minus Redeemable Net Earnings | |
|
| | | |
Net (Loss) Income attributable to Non-Redeemable Class B Ordinary Shares | | $ | (385,282) | | $ | 475,015 |
| | | | | | |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | |
|
| | | |
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B | |
| 5,750,000 | | | 5,750,000 |
Basic and diluted net loss per share, Non-Redeemable Class B | | $ | (0.07) | | $ | 0.08 |
Note: As of September 30, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s shareholders.
Concentration of Credit Risk
Financial instruments that potentially subject 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 Corporation coverage limits 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 Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed consolidated balance sheet,sheets, primarily due to their short-term nature.nature except for derivative warrant liabilities (see Note 10).
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on ourthe Company's assessment of the assumptions that market participants would use in pricing the asset or liability.
14
Recent Accounting Standards
Management 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 condensed consolidated financial statements.
Note 4 —3 - Initial Public Offering
Pursuant to the Initial Public Offering, 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 1 Class A ordinary share and one-half of 1 redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase 1 Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).
Note 54 - Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants at a price of $1.00$1 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase 1 Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). 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.
11
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 65 - Related Party Transactions
Founder Shares
On August 21, 2020, the Sponsor paid $25,000 to 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 (120,000 shares in total). On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for 0 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. On February 24, 2021, the Company paid $25,000 as reimbursement for the original share purchase.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: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 Agreement
Commencing 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. For the three and nine months ended September 30,March 31, 2022 and 2021, $30,000 and $90,000 has been expensed related to the agreement.
15
Table As of ContentsMarch 31, 2022 and December 31, 2021, the Company had accrued $50,000 and $40,000, respectively, for services in connection with such agreement on the accompanying condensed consolidated balance sheets.
Promissory Note —- Related Party
On 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, 2021March 31, 2022 and December 31, 2020,2021, there is 0was no outstanding amounts under the Promissory Note, and no further borrowings are permitted.Note. Subsequent to the repayment, the facility was 0 longer available to the Company.
Related Party Loans
In 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, 2021March 31, 2022 and December 31, 2020,2021, there were no0 Working Capital Loans outstanding.
12
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 76 - Commitments Andand Contingencies
Risks and Uncertainties
Management 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 ShareholdersShareholders’ Rights
Pursuant to a registration and shareholdersshareholders’ 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 Agreement
The 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.
16
Anchor Investments
Certain 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 $494.56.$495.
Contingent Fees
The Company entered into a contingent fee arrangement with one of the Company's service providers in connection with the search for a prospective initial Business Combination. Per the arrangement, fees for services performed were contingent upon the closing of a Business Combination and therefore not included as liabilities on the accompanying condensed consolidated balance sheets. As of March 31, 2022 and December 31, 2021, these fees were approximately $0 and $4.0 million, respectively.
Risks and Uncertainties
Management 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 condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed consolidated financial statements.
Note 7 - Class A Ordinary Shares Subject to Possible Redemption
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March
13
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
31, 2022 and December 31, 2021, there were 23,000,000 Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the consolidated balance sheets.
The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:
| | | |
Gross proceeds from Initial Public Offering |
| $ | 230,000,000 |
Less: | |
|
|
Fair value of Public Warrants at issuance | |
| (12,650,000) |
Offering costs allocated to Class A ordinary shares subject to possible redemption | |
| (11,743,101) |
Plus: | |
|
|
Accretion on Class A ordinary shares subject to possible redemption amount | |
| 26,693,101 |
Class A ordinary shares subject to possible redemption | | $ | 232,300,000 |
Note 8 - Shareholders’ EquityDeficit
Preference 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, 2021March 31, 2022 and December 31, 2020,2021, there were 0 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, 2021March 31, 2022 and December 31, 2020,2021, there were 023,000,000 Class A ordinary shares issued and outstanding, excluding 23,000,000all of Class A ordinary shareswhich were subject to redemption.possible redemption and are classified as temporary equity.
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, 2021March 31, 2022 and December 31, 2020,2021, 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.
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 Initial 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 Private Placement 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.
Note 9 - Derivative Warrant LiabilityLiabilities
As of March 31, 2022 and December 31, 2021, the Company had 11,500,000 Public Warrants and 8,900,000 Private Placement Warrants outstanding.
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 become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.
1714
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (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. |
If and when the warrants 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.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the 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 |
1815
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| ● | 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. |
If the Company calls the Public Warrants for redemption, 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 Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) 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 are identical to the Public Warrants underlying the Units sold in the 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. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be 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.
16
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Fair Value Measurements
The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.
19
The following table presents information about the fair value hierarchy forCompany’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021:March 31, 2022 and December 31, 2021, by level within the fair value hierarchy:
| | | | | | | | | | ||||||||||||
March 31, 2022 | | | | | Significant | | Significant | ||||||||||||||
| | | | | | | | | | | | | | Quoted Prices | | Other | | Other | |||
|
| Level 1 |
| Level 2 |
| Level 3 |
| | Total | | Markets | | Observable | | Unobservable | ||||||
| | in Active | | Inputs | | Inputs | |||||||||||||||
Description |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||||||||||||||
Assets: |
| | | | | | | | | | | |
| | | | | | | | |
Marketable securities held in brokerage account | | $ | 232,313,494 | | $ | — | | $ | — | | $ | 232,313,494 | |||||||||
| | | | | | | | | | | | | |||||||||
Investments held in Trust Account - Mutual funds | | $ | 232,344,333 | | $ | — | | $ | — | ||||||||||||
Liabilities: | | | | | | | | | | | | | | | | | | | | | |
Public Warrants | | $ | 8,280,000 | | $ | — | | $ | — | | $ | 8,280,000 | |||||||||
Private Placement Warrants | | | — | | | — | | | 21,894,000 | | | 21,894,000 | |||||||||
Total liabilities | | $ | 8,280,000 | | $ | — | | $ | 21,894,000 | | $ | 30,174,000 | |||||||||
Derivative warrant liabilities - Public Warrants | | $ | 22,540,000 | | $ | — | | $ | — | ||||||||||||
Derivative warrant liabilities - Private Warrants | | $ | — | | $ | 17,444,000 | | $ | — | ||||||||||||
| | | | | | | | | |
December 31, 2021 | | | | | Significant | | Significant | ||
| | Quoted Prices | | Other | | Other | |||
| | in Active | | Observable | | Unobservable | |||
| | Markets | | Inputs | | Inputs | |||
Description |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||
Assets: |
| |
|
| |
|
| |
|
Investments held in Trust Account - Mutual funds | | $ | 232,320,939 | | $ | — | | $ | — |
Liabilities: | |
|
| |
|
| |
|
|
Derivative warrant liabilities - Public Warrants | | $ | 14,375,000 | | $ | — | | $ | — |
Derivative warrant liabilities - Private Warrants | | $ | — | | $ | — | | $ | 14,774,000 |
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in January 2022, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were 0 othertransfersto/fromLevels1, 2, and 3 during the three months ended March 31, 2022.
Level 1 instruments include investments in mutual funds invested in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statementconsolidated statements of operations in each period.
The following table presents a summary of the changes in the fair value of the Private Placement Warrants, aderivative warrant liabilities, measured using Level 3 liability,inputs, measured on a recurring basis.
| | | |
| | Private | |
| | Warrant | |
|
| Liability | |
Balance at, January 1, 2021 | | $ | 14,685,000 |
Recognized gain (loss) on change in fair value | | | (3,738,000) |
Fair value, March 31, 2021 | | | 10,947,000 |
Recognized gain (loss) on change in fair value | | | 1,869,000 |
Fair value, June 30, 2021 |
| | 12,816,000 |
Recognized gain on change in fair value | | | 9,078,000 |
Fair value, September 30, 2021 | | $ | 21,894,000 |
| | | |
For the three months ended March 31, 2022 |
| | |
Derivative warrant liabilities at January 1, 2022 | | $ | 14,774,000 |
Transfer of Private Warrants to Level 2 | | | (14,774,000) |
Change in fair value of derivative warrant liabilities | | | — |
Derivative warrant liabilities at March 31, 2022 | | $ | 0 |
| | | |
For the year ended December 31, 2021 |
|
| |
Derivative warrant liabilities at January 1, 2021 | | $ | 14,685,000 |
Change in fair value of derivative warrant liabilities | |
| 89,000 |
Derivative warrant liabilities at December 31, 2021 | | $ | 14,774,000 |
17
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The initial fair value of the Public and Private Placement Warrants, were valuedissued concurrently and in connection with the Initial Public Offering, has been estimated using a Least Squares Monte Carlo Model, which is considered to be a Level 3 fair value measurement. As the path-dependent nature of the redemption provisions does not apply to the Private Placement warrants, the Company estimated the fair value using a Least Square Monte Carlo Model framework with significant assumptions including the price of the Company’s ordinary shares, risk-free rate, volatility, and term to the Company’s initial business combination. There were no transfers out of Level 3 during the three and nine months ended September 30, 2021.
The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:
| | | | | | | | | | | |
| | As of | | As of |
| | As of | | |||
|
| December 31, 2020 |
| September 30, 2021 |
|
| December 31, 2021 |
| |||
Exercise price | | $ | 11.50 | | $ | 11.50 | | | $ | 11.50 | |
IPO price | | $ | 10.00 | | $ | 10.00 | | | $ | 10.00 | |
Implied share price range (or underlying asset price at December 31, 2020) | | $ | 10.12 | | $ | 8.69 | | ||||
Implied share price range (or underlying asset price) | | $ | 10.03 | | |||||||
Volatility | |
| 21 | % |
| 80 | % | |
| 20.60 | % |
Term | |
| 5.7 | |
| 5.07 | | ||||
Term (years) | |
| 5.50 | | |||||||
Risk-free rate | |
| 0.46 | % |
| 0.99 | % | |
| 1.30 | % |
Dividend yield | |
| 0 | % |
| 0 | % | |
| 0.0 | % |
Note 11 - Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date through the date that the condensed consolidated financial statements were issued. Based upon this review, except as noted below and other than the restatement discussed in Note 2, the Company did not identify any subsequent events that hashave not been disclosed in the condensed consolidated financial statements.
Pipe Subscription Agreements
In connection with the execution of the Merger Agreement, on December 13, 2021, Spring Valley entered into separate subscription agreements (collectively, the “Initial Subscription Agreements”) with a number of investors (each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and Spring Valley agreed to sell to the Subscribers, an aggregate of 21,300,002 shares of Spring Valley Class A Common Stock, par value $0.0001 per share (“Spring Valley Class A Common Stock”), for an aggregate purchase price of $211,000,000, in a private placement (the “PIPE”). As previously reported in the Current Report on Form 8-K filed by Spring Valley on March 30, 2022, Spring Valley entered into an additional subscription agreement, dated March 29, 2022 (the “SailingStone Subscription Agreement”), with SailingStone Global Natural Resources Fund (“SailingStone”), pursuant to which SailingStone agreed to purchase 1,000,000 shares of Spring Valley Class A Common Stock for an aggregate purchase price of $10,000,000 (the “SailingStone PIPE Investment”).
On April 4, 2022, Spring Valley entered into a new subscription agreement (the “Additional Subscription Agreement”, collectively with the Initial Subscription Agreements and the SailingStone Subscription Agreement, the “Subscription Agreements”) with Nucor Corporation (“Nucor”), an “accredited investor” (as defined under the Securities Act), pursuant to which Nucor agreed to purchase 1,500,000 shares of Spring Valley Class A Common Stock for an aggregate purchase price of $15,000,000 (the “Additional PIPE Investment” and together with the Initial PIPE Investment and the SailingStone PIPE Investment, the “PIPE Investment”). The total anticipated proceeds from the PIPE Investment, after taking into account the Initial PIPE Investment, the SailingStone PIPE Investment and the Additional PIPE Investment, is $235,000,000.
The closing of the Additional Subscription Agreement is conditioned upon, among other things, customary closing conditions and the consummation of the Proposed Transactions.
Proxy Statement/Prospectus Effectiveness
On April 7, 2022, the the proxy statement/prospectus was declared effective and Spring Valley commenced with mailing the proxy materials to Spring Valley shareholders ahead of the Extraordinary General Meeting of Spring Valley shareholders on April 28, 2022.
2018
SPRING VALLEY ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Proposed Business CombinationAmendment to Subscription Agreements
On December 13, 2021,April 11, 2022, Spring Valley and the Company,subscribers to Spring Valley’s private placement of common stock in connection with its business combination with NuScale, entered into an amendment to the Initial Subscription Agreements (the “Amendment to Subscription Agreement”) to provide that the securities of the post-business combination company, NuScale Power Corporation, will be listed on the New York Stock Exchange ("NYSE").
Second Amendment to Merger Agreement
On April 14, 2022, Spring Valley, Merger Sub, LLC, an Oregon limited liability company (“Merger Sub”), and NuScale Power, LLC, an Oregon limited liability company (the “NuScale”), entered into an agreement and plan of merger (the “Merger Agreement”amendment (“Amendment No. 2”), pursuant to which, subject to obtaining the Acquiror Stockholder Approvals (as defined in the Merger Agreement), (i) Spring Valley shall domesticate as a corporation in the State of Delaware (the “Redomicile”) and (ii) Merger Sub will be merged with and into NuScale (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with NuScale being the surviving entity followingAgreement. Amendment No. 2 modifies the Merger (the “Surviving Company”). FollowingAgreement and applicable exhibits to provide that the Merger, Spring Valley will be renamed NuScale Power Corporation and is expected to trade on The Nasdaq Stock Market LLC under the ticker “SMR”. After the closing of the Merger (such closing, the “Closing” and such date, the “Closing Date”), NuScale, as the Surviving Company, will continue to be held as a wholly controlled subsidiarysecurities of NuScale Power Corporation in a customary “Up-C” holding structure.
Refer to the Form 8-K, as filed with the Securities and Exchange Commissionwill be listed on December 14, 2021 for additional information.
NYSE.
2119
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this annualquarterly report on Form 10-Q (the “Annual“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 Statements
This 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’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and 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. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the 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 events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on August 20, 2020 formed for the 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 proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination 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.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from the August 20, 2020 (inception) through September 30, 2021March 31, 2022 were organizational activities and those necessary to prepare for the Initial Public Offering and searching for a target, described below. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income from the proceeds from the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
For the three months ended September 30, 2021,March 31, 2022, we had a net loss of $1,926,407,approximately $16.0 million, which consisted of formationgeneral and operating costsadministrative expenses of $441,399approximately $5.1 million and changes in fair value of derivative warrant liabilities of $1,488,000,approximately $10.8 million, offset by interest income on marketable securitiesfrom investments held in the Trust Account of $2,992.approximately $23,000.
For the ninethree months ended September 30,March 31, 2021, we had a net income of $2,375,077,approximately $8.7 million, which consisted of interest income on marketable securities held in the Trust Account of $14,513 and changes in fair value of derivative warrant liabilities of $3,486,000,$9,028,000, offset by formationincome from investments held in the Trust Account of approximately $6,000, offset by general and operation costsadministrative expenses of $1,125,436.approximately $299,000.
2220
Liquidity and Capital Resources
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 option in the amount of 3,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $232,300,000.$232,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,900,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant generating gross proceeds of $8,900,000.
Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $232,300,000 was placed in the Trust Account. We incurred $12,467,354$12,492,354 in transaction costs (net of $750,000 reimbursement received from underwriters), including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $567,354$592,354 of other costs.
For the nine months ended September 30, 2021, cash used in operating activities was $691,041. Net income of $2,375,077 was offset by change in fair value of derivative liabilities of $3,486,000, interest earned and unrealized gain on marketable securities held in the Trust Account of $14,513, and changes in operating assets and liabilities, which used $434,395 of cash.
As of September 30, 2021,March 31, 2022, we had cash held in the trust account of $232,316,486.approximately $232.3 million. We intend to use substantially all of the funds held 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, 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 held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2021,March 31, 2022, we had cash of $1,190,307.approximately $577,000. 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 Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2021.March 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which 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 Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee 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 and the Company’s liquidation.
23
The 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 we complete a Business Combination, subject to the terms of the underwriting agreement.
21
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 the majority 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.
Contingent Fees
We entered into a contingent fee arrangement with one of our service providers in connection with the search for a prospective initial Business Combination. Per the arrangement, fees for services performed were contingent upon the closing of a Business Combination and therefore not included as liabilities on the accompanying balance sheets. As of March 31, 2022 and December 31, 2021, these fees were approximately $0 and $4.0 million, respectively.
Critical Accounting Policies
The preparation of 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 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.policies other than as noted below.
Derivative Warrant Liability
We account for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own ordinary shares and whether the holders of Warrants could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, such Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, such Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified Warrants are recognized as a non-cash gain or loss on the statements of operations.
We account for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities.
Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed statement of operations. See Note 7 to our unaudited condensed financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the warrant liabilities.
Class A Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features
22
redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our Class A ordinary shares features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders' equity section of our balance sheets.
Net Income (Loss) Per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.
The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 20,400,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
24
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
AsWe are a smaller reporting company as defined by Rule 12b-2 of September 30, 2021, we werethe Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not subjectrequired to any market or interest rate risk. Followingprovide the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government obligations with a maturity 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.information otherwise required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarterperiod ended September 30, 2021,March 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that, duringas of the period covered by this report,evaluation date, our disclosure controls and procedures were not effective as of September 30, 2021,March 31, 2022, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex financialequity and equity-linked instruments issued by the Company and the presentation of earnings per share was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of November 27, 2020 and its annual financial statements for the period ended December 31, 2020, and its interim financial statements and notes as reported in its SEC filings for the quarters ended March 31, 2021, and June 30, 2021 and September 30, 2021. Additionally,In light of this material weakness, could resultwe performed additional analysis as deemed necessary to ensure that our financial statements were prepared in a misstatement of the financial instruments and related accounts and disclosuresaccordance with U.S. generally accepted accounting principles. Accordingly, management believes that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
23
Changes in Internal Control Over Financial Reporting
There wasDuring the fiscal quarter ended March 31, 2022, there has been no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below:
as described below.
Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex financialequity and equity-linked instruments issued by the Company. The Company’sCompany's management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.
2524
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Form 10-K/A10-K filed with the SEC on December 20, 2021, and except as set forth below,March 10, 2022, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Registration Statement filed with the SEC. Any of these factors could result in a significant or material adverse effect 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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On November 27, 2020, we consummated our Initial Public Offering of 23,000,000 Units, inclusive 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.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No. |
| Description of Exhibit |
|---|---|---|
1.1 | ||
4.1 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | | |
31.1* | ||
31.2* | ||
32.1** | ||
32.2** | ||
101.INS* | XBRL Instance Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on November 30, 2020 and incorporated by reference herein. |
| (2) | Previously filed as an exhibit to our Current Report on Form 8-K filed on March 29, 2022 and incorporated by reference herein. |
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SIGNATURES
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.
SPRING VALLEY ACQUISITION CORP. | ||
| | |
| | |
Date: | /s/ Christopher Sorrells | |
Name: | Christopher Sorrells | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) | ||
| | |
Date: | /s/ Jeffrey Schramm | |
Name: | Jeffrey Schramm | |
Title: | Chief Financial Officer | |
(Principal Financial and Accounting Officer) | ||
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