Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document and Entity Information | |
Document Type | S-1 |
Entity Registrant Name | NuScale Power Corporation |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001822966 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 19, 2020 |
Current assets: | |||||
Cash | $ 42,683,000 | $ 77,094,000 | $ 4,864,000 | ||
Prepaid expenses | 4,147,000 | 4,147,000 | 3,976,000 | ||
Total current assets | 54,379,000 | 86,074,000 | 11,630,000 | ||
Total assets | 91,072,000 | 121,197,000 | 47,057,000 | ||
Other assets | 4,777,000 | 3,772,000 | 3,834,000 | ||
Current liabilities: | |||||
Total current liabilities | 41,597,000 | 48,408,000 | 70,544,000 | ||
Other accrued liabilities | 1,336,000 | 1,579,000 | |||
Noncurrent liabilities | 2,976,000 | 3,245,000 | |||
Total liabilities | 45,149,000 | 52,799,000 | 74,056,000 | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.10 per share | 2,140,000 | 2,140,000 | 2,140,000 | ||
Shareholders' Deficit: | |||||
Ordinary share | 29,082,000 | 28,184,000 | 20,899,000 | ||
Accumulated deficit | (804,993,000) | (781,620,000) | (679,127,000) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 91,072,000 | 121,197,000 | 47,057,000 | ||
SPRING VALLEY ACQUISITION CORP | |||||
Current assets: | |||||
Cash | 576,574 | 985,114 | 1,906,348 | ||
Prepaid expenses | 73,390 | 101,192 | 237,088 | ||
Total current assets | 649,964 | 1,086,306 | 2,143,436 | ||
Investments held in Trust Account | 232,344,333 | 232,320,939 | 232,301,973 | ||
Total assets | 232,994,297 | 233,407,245 | 234,445,409 | ||
Current liabilities: | |||||
Accounts payable | 109,931 | 305,022 | |||
Accrued expenses | 4,946,034 | 40,000 | 49,934 | ||
Total current liabilities | 5,055,965 | 345,022 | 49,934 | ||
Derivative warrant liabilities | 39,984,000 | 29,149,000 | 33,660,000 | ||
Deferred Offering Costs Noncurrent | 8,050,000 | 8,050,000 | 8,050,000 | ||
Total liabilities | 53,089,965 | 37,544,022 | 41,759,934 | ||
Commitments and Contingencies (Note 6) | |||||
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 | 232,300,000 | ||
Shareholders' Deficit: | |||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||||
Accumulated deficit | (52,396,243) | (36,437,352) | (39,615,100) | ||
Total shareholders' deficit | (52,395,668) | (36,436,777) | $ (30,904,856) | (39,614,525) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 232,994,297 | 233,407,245 | 234,445,409 | ||
Class B ordinary share | SPRING VALLEY ACQUISITION CORP | |||||
Shareholders' Deficit: | |||||
Ordinary share | $ 575 | $ 575 | $ 575 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 |
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||
SPRING VALLEY ACQUISITION CORP | |||||||
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preference shares, shares issued | 0 | 0 | 0 | 0 | 0 | ||
Preference shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | |||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, shares issued | 0 | 0 | 0 | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | |||||
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 | |||||
Class A Ordinary Shares Subject to Possible Redemption. | SPRING VALLEY ACQUISITION CORP | |||||||
Temporary equity, shares issued | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | |||
Class B ordinary share | SPRING VALLEY ACQUISITION CORP | |||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||
Common shares, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from operations | $ (43,848,000) | $ (36,459,000) | $ (174,300,000) | $ (158,843,000) | |
Other income (expenses): | |||||
Net income (loss) | (23,373,000) | (22,666,000) | (102,493,000) | $ (88,387,000) | |
SPRING VALLEY ACQUISITION CORP | |||||
General and administrative expenses | 5,147,286 | 299,060 | $ 114,144 | 1,327,217 | |
Loss from operations | (5,147,286) | (299,060) | (114,144) | (1,327,217) | |
Other income (expenses): | |||||
Change in fair value of derivative warrant liabilities | (10,835,000) | 9,028,000 | (12,110,000) | 4,511,000 | |
Offering costs allocated to derivative warrant liabilities | (749,253) | ||||
Income from investments held in Trust Account | 23,395 | 5,729 | 1,973 | 18,965 | |
Net income (loss) | $ (15,958,891) | $ 8,734,669 | $ (12,971,424) | $ 3,202,748 | |
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | |||||
Other income (expenses): | |||||
Weighted average shares outstanding, ordinary shares, Basic | 23,000,000 | 23,000,000 | 6,052,632 | 23,000,000 | |
Weighted average shares outstanding, ordinary shares, Diluted | 23,000,000 | 23,000,000 | 6,052,632 | 23,000,000 | |
Basic net income (loss) per share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 | |
Diluted net income (loss) per share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 | |
Class B ordinary share | SPRING VALLEY ACQUISITION CORP | |||||
Other income (expenses): | |||||
Weighted average shares outstanding, ordinary shares, Basic | 5,750,000 | 5,750,000 | 5,197,368 | 5,750,000 | |
Weighted average shares outstanding, ordinary shares, Diluted | 5,750,000 | 5,750,000 | 5,197,368 | 5,750,000 | |
Basic net income (loss) per share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 | |
Diluted net income (loss) per share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common StockSPRING VALLEY ACQUISITION CORPClass A Common Stock | Common StockSPRING VALLEY ACQUISITION CORPClass B ordinary shareSponsor | Common StockSPRING VALLEY ACQUISITION CORPClass B ordinary share | Additional Paid-in CapitalSPRING VALLEY ACQUISITION CORPSponsor | Additional Paid-in CapitalSPRING VALLEY ACQUISITION CORP | Accumulated DeficitSPRING VALLEY ACQUISITION CORP | Accumulated Deficit | SPRING VALLEY ACQUISITION CORPSponsor | SPRING VALLEY ACQUISITION CORP | Total |
Balance at the beginning at Aug. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Aug. 19, 2020 | 0 | 0 | ||||||||
Issuance of shares | $ 575 | $ 24,425 | $ 25,000 | |||||||
Issuance of shares (in shares) | 5,750,000 | |||||||||
Accretion of Class A ordinary shares to redemption amount | (24,425) | (26,643,676) | (26,668,101) | |||||||
Net income (loss) | (12,971,424) | (12,971,424) | ||||||||
Balance at the end at Dec. 31, 2020 | $ 0 | $ 575 | 0 | (39,615,100) | (39,614,525) | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 5,750,000 | ||||||||
Issuance of shares | $ 39,000 | |||||||||
Accretion of Class A ordinary shares to redemption amount | (25,000) | (25,000) | ||||||||
Net income (loss) | 8,734,669 | $ (22,666,000) | 8,734,669 | (22,666,000) | ||||||
Balance at the end at Mar. 31, 2021 | $ 0 | $ 575 | 0 | (30,905,431) | (30,904,856) | |||||
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 575 | 0 | (39,615,100) | (39,614,525) | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 5,750,000 | ||||||||
Issuance of shares | $ 65,000 | |||||||||
Issuance of shares (in shares) | 32,000 | |||||||||
Accretion of Class A ordinary shares to redemption amount | (25,000) | (25,000) | ||||||||
Net income (loss) | 3,202,748 | (102,493,000) | 3,202,748 | $ (102,493,000) | ||||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 575 | 0 | (36,437,352) | (36,436,777) | |||||
Balance at the end (in shares) at Dec. 31, 2021 | 5,750,000 | |||||||||
Net income (loss) | (15,958,891) | $ (23,373,000) | (15,958,891) | $ (23,373,000) | ||||||
Balance at the end at Mar. 31, 2022 | $ 0 | $ 575 | $ 0 | $ (52,396,243) | $ (52,395,668) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Financing Activities: | |
Cash - ending of the period | $ 4,864,000 |
SPRING VALLEY ACQUISITION CORP | |
Cash Flows from Operating Activities: | |
Net income (loss) | (12,971,424) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | 12,110,000 |
Offering costs allocated to derivative warrant liabilities | 749,253 |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 |
Income from investments held in Trust Account | (1,973) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (237,088) |
Net cash used in operating activities | (346,232) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (232,300,000) |
Net cash used in investing activities | (232,300,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid and reimbursements | 226,150,000 |
Proceeds from sale of Private Placement Warrants | 8,900,000 |
Repayment of promissory note - related party | (124,826) |
Payment of offering costs | (372,594) |
Net cash used in financing activities | 234,552,580 |
Net change in cash | 1,906,348 |
Cash - ending of the period | 1,906,348 |
Supplemental disclosure of noncash financing activities: | |
Warrant liabilities in connection with initial public offering | 22,529,000 |
Deferred underwriting fee payable | 8,050,000 |
Accrued offering costs | 49,934 |
Offering costs paid by Sponsor in exchange for Founder Shares | 20,000 |
Offering costs paid directly through note payable | $ 124,826 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Description of Organization and Business Operations | Note 1 Description of Organization and 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 December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 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 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 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 $12,492,354 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $592,354 of other offering costs, offset by $750,000 in reimbursement received from underwriters) were incurred, of which $749,253 were allocated to warrants and expensed and $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: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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 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 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 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. 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 six months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) 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 December 31, 2021, the Company we had approximately $985,000 of cash held outside of the Trust Account and working capital of approximately $0.7 million. In connection with the Company’s assessment of going concern considerations 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 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. Proposed Business Combination – NuScale Power, LLC On 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 merger (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 Nasdaq Stock Market LLC 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 and January 4, 2022 for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the SEC. Principles of Consolidation The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. 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 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 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 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 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 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 December 31, 2021 and 2020, respectively. Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting 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 consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. 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. 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 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 feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s 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 liabilities are expensed as incurred and presented as non-operating expenses in the 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 December 31, 2021, there were no unrecognized tax benefits and no 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 zero for the period presented. The Company'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 income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average 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 22,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020. 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: Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) 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 consolidated balance sheet, primarily due to their short-term nature. 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. 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 consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Initial Public Offering | Note 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 one Class A ordinary share and one-half | Note 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 one Class A ordinary share and one -half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). |
Private Placement
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Private Placement | Note 4 - 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 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 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. | Note 4 - 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 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | 11. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the three months ended March 31, 2022 and 2021, NuScale incurred expenses of $3,601 and $3,193, respectively, related to such arrangements. As of March 31, 2022 and 2021, NuScale owes Fluor, as accounts payable, amounts totaling $2,100 and $1,021, respectively. For the three months ended March 31, 2022 and 2021, NuScale earned revenue of $1,561 and $441, respectively. | 10. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the years ended December 31, 2021 and 2020, NuScale incurred expenses of $18,113 and $4,452, respectively. As of December 31, 2021 and 2020, NuScale owes Fluor, as accounts payable, amounts totaling $3,731 and $1,949, respectively. For the years ended December 31, 2021 and 2020, NuScale earned revenue of $1,553 and $0, respectively. |
SPRING VALLEY ACQUISITION CORP | ||
Related Party Transactions | Note 5 - 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 no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 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 months ended March 31, 2022 and 2021, $30,000 has been expensed related to the agreement. As of March 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 March 31, 2022 and December 31, 2021, there was no outstanding amounts under the Promissory Note. Subsequent to the repayment, the facility was no 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 March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. | Note 5 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 no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 30 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 year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020, $120,000 and $0, respectively, has been expensed related to the agreement. As of December 31, 2021, the Company had accrued $40,000, for services in connection with such agreement on the accompanying consolidated balance sheets. There was no outstanding balance under this agreement as of December 31, 2020. 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 December 31, 2021 and 2020, there is no outstanding amounts under the Promissory Note. Subsequent to the repayment, the facility was no 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 December 31, 2021 and 2020, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | 12. Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with Utah Associated Municipal Power Systems (“UAMPS”) Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is | 11. Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with UAMPS Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is $57,000. As of December 31, 2021 the net development costs incurred by UAMPS totals $5,204. We are currently in compliance and expect to remain in compliance with all related performance criteria. |
SPRING VALLEY ACQUISITION CORP | ||
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Shareholders’ Rights 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 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. 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 $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 6 - Commitments And 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 consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders’ Rights 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 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. 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 $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 balance sheets. As of December 31, 2021, these fees were approximately $4.0 million. There were no such fees outstanding under the arrangement as of December 31, 2020. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Class A Ordinary Shares Subject to Possible Redemption | 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 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 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 December 31, 2021 and 2020, 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 consolidated balance sheet 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 |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Deficit | 9. Mezzanine and Members’ Equity Convertible Preferred Units The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”). The Company entered into a Preferred Units Purchase Agreement with JGC Holdings Corporation (“JGC”) in March 2021 for $40,000, or $1.92 per CPU. In addition to, and in connection with this agreement, the Company entered into a Business Collaboration Agreement (“BCA”) with JGC whereby the Company has committed to award JGC a specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the BCA. Common Units The Company’s common units reported in mezzanine equity feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. The redemption right is only available to the holders of the common units if the U.S. Nuclear Regulatory Commission issues a written determination that the ownership of these common units creates a conflict of interest. It is not probable that this event, which is outside our control, will occur. Accordingly, the 6,000 common units subject to possible redemption is presented as mezzanine equity, outside of members’ equity. The Company has not adjusted the carrying value of these common units subject to the redemption feature because it is not probable the redemption right will be exercised. The LLC Agreement authorizes the Company to issue 96,800 common units for purposes of equity compensation. As of March 31, 2022, there were 475 unit options available to issue. | 8. Members’ Equity The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”). Limitations of Liability A member’s liability is limited by such member’s share of the Company’s assets. However, the member is required to return to the Company any distribution made to it in clear and manifest accounting or similar error. Convertible Preferred Units The LLC Agreement authorizes the Company to issue CPUs, which may be divided into one or more types, classes or series. During 2021 and 2020, the Company entered into a Preferred Units Purchase Agreement (or an amendment to an existing agreement) with the following investors: Date Investor Price per CPU Investment August, 2020 Fluor Enterprises $ 1.92 $ 10,000 November, 2020 Sargent & Lundy, L.L.C. (1) 1.92 8,000 October, 2020 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 January, 2021 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 March, 2021 Japan NuScale Innovation, LLC(1) 1.92 40,000 May, 2021 Japan NuScale Innovation, LLC (1) 2.19 20,000 June, 2021 GS Energy Corporation(1) 2.19 40,000 July, 2021 Doosan Heavy Industries & Construction Co., Ltd (1) 2.19 25,000 July, 2021 Next Tech 3 New Technology Investment 2.19 35,000 July, 2021 Sarens Nuclear & Industrial Services, LLC(1) 2.19 4,000 July, 2021 Sargent & Lundy, L.L.C. (1) 2.19 8,000 July, 2021 Samsung C&T Corporation (1) 2.19 20,000 (1) In addition to, and in connection with, entering into Preferred Units Purchase Agreements with these strategic investors, the Company entered into a Business Collaboration Agreement (“BCA”), or amendment thereto, with the strategic investor or its affiliate, whereby the Company has committed to award the strategic partner or its affiliate specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the respective BCAs. The Company has certain agreements to pay for services rendered through the issuance of CPUs. During 2021 the Company issued 32 CPUs for services rendered valued at $65 under these agreements. The Company issued 206 CPUs for services rendered valued at $378 under these agreements during 2020. There were 633,261 and 542,729 CPUs issued and outstanding as of December 31, 2021 and 2020, respectively. Conversion Each CPU may be converted, at the option of the member holding such CPU, at any time, into the number of common units equal to the Common Equivalent Ratio in effect at the time of conversion. The Common Equivalent Ratio means the Convertible Preferred Original Issue Price of each series divided by the Common Equivalent Price then in effect. Convertible Preferred Common Equivalent Common Equivalent Convertible Preferred Series Original Issue Price Issue Price Ratio Units Issued A $ 1.00 $ 1.00 100 % 336,826 A‑1 $ 1.31 $ 1.31 100 % 67,674 A‑2 $ 1.42 $ 1.42 100 % 68,349 A‑3 $ 1.59 $ 1.59 100 % 60,091 A‑4 $ 1.92 $ 1.92 100 % 30,903 A‑5 $ 2.19 $ 2.19 100 % 69,418 Voting Holders of CPUs have voting rights equivalent to the number of CPUs held multiplied by the Common Equivalent Ratio, as defined, which was set at 100% at the time of the Company’s recapitalization in 2011. Preferred Return The CPUs have a 10.0% cumulative preferred return per year compounded quarterly on the unreturned preferred capital, beginning on the date such CPU was issued. The accumulated preferred return as of December 31, 2021 and 2020 not reflected in the statement of members’ equity was $550,942 and $429,791, respectively. Distributions The Board of Managers may direct the Company to make distributions. Such distributions are to be made in the following order: ● CPU holders receive their unpaid 10% cumulative preferred return until reduced to zero, ● CPU holders receive their aggregate unreturned preferred capital with respect to their CPUs held until reduced to zero, ● Holders of common units receive amounts equal to that distributed to CPU holders on an as-converted basis, and ● Holders of CPU and common units receive their Common Participating Interests, as defined in the LLC Agreement. Common Units The LLC Agreement authorizes the Company to issue common units. Each common unit is entitled to one vote. During 2021 and 2020, options to purchase 3,483 and 105 common units were exercised resulting in proceeds of $748 and $43, respectively. During 2021 and 2020 the Company repurchased 15 and 55 common units, respectively, from previously terminated employees for the original price of $4 and $22 and a premium of $13 and $27, respectively. The LLC Agreement authorizes the Company to issue common units for purposes of equity compensation. During 2021, the board of managers increased the number of common units reserved under the Company’s equity incentive plan to 96,800. As of December 31, 2021 there were 1,525 options available to issue for the purchase of common units. |
SPRING VALLEY ACQUISITION CORP | ||
Shareholders' Deficit | Note 8 - Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares 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 8 Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares 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. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Derivative Warrant Liabilities | Note 9 - Derivative Warrant Liabilities As of December 31, 2021 and 2020, 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. 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 . ● 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 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | 4. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities. | |
SPRING VALLEY ACQUISITION CORP | ||
Fair Value Measurements | Note 10 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: March 31, 2022 Significant Significant Quoted Prices Other Other Markets Observable Unobservable in Active Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,344,333 $ — $ — Liabilities: 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 no other transfers to/from Levels 1 2 3 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 consolidated statements of operations in each period. The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. 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 $ — 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 The initial fair value of the Public and Private Placement Warrants, issued 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. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, 2021 Exercise price $ 11.50 IPO price $ 10.00 Implied share price range (or underlying asset price) $ 10.03 Volatility 20.60 % Term (years) 5.50 Risk-free rate 1.30 % Dividend yield 0.0 % | Note 10 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: 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 December 31, 2020 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 $ 232,301,973 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 18,975,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,685,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the year ended December 31, 2021 there were no transfers to from Levels 1 2 3 . During the period from August 20, 2020 (inception) through December 31, 2020, the estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in December 2020. There were 2021. 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 consolidated statements of operations in each period. The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. 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 For the period from August 20, 2020 (inception) through December 31, 2020 Derivative warrant liabilities at August 20, 2020 (inception) $ — Issuance of Public and Private Warrants 22,529,000 Transfer of Public Warrants to Level 1 (12,650,000) Change in fair value of derivative warrant liabilities 4,806,000 Derivative warrant liabilities at December 31, 2020 $ 14,685,000 The initial fair value of the Public and Private Placement Warrants, issued 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. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, As of December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied share price range (or underlying asset price) $ 10.03 $ 10.12 Volatility 26.60 % 21.0 % Term (years) 5.50 5.70 Risk-free rate 1.30 % 0.46 % Dividend yield 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events | 13. Subsequent Events On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) described in footnote 3 was completed, resulting in NuScale surviving the merger and Spring Valley changing its name to NuScale Power Corporation. NuScale will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. The Transaction resulted in NuScale receiving cash in the amount of $341,000, consisting of $235,000 in PIPE funding and $145,300 in cash in trust, partially offset by transaction costs of $39,300. An evaluation of subsequent events has been performed through May 12, 2022, the date that the financial statements were issued, for purposes of disclosure and recognition. | 12. Subsequent Events An evaluation of subsequent events has been performed through March 11, 2022, for purposes of disclosure and recognition and is the date that the financial statements were issued. |
SPRING VALLEY ACQUISITION CORP | ||
Subsequent Events | 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 the Company did not identify any subsequent events that have 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. Amendment to Subscription Agreements On April 11, 2022, Spring Valley and the 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, and NuScale entered into an amendment (“Amendment No. 2”) to the Merger Agreement. Amendment No. 2 modifies the Merger Agreement and applicable exhibits to provide that the securities of NuScale Power will be listed on NYSE. | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that have not been disclosed in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates, judgments and assumptions. NuScale believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, depreciation, amortization, in-process research and development, asset valuations, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. | |
Cash and cash equivalents | Cash and Cash Equivalents Cash and cash equivalents include demand deposits at financial institutions and short-term, highly liquid investments that satisfy the definition of cash equivalents. | |
Income Taxes | Income Taxes The Company is a limited liability company that is treated as a partnership for tax purposes with each of the members accounting for their share of the tax attributes and liabilities. Accordingly, there are no current | |
SPRING VALLEY ACQUISITION CORP | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.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 (“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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 10, 2022 which contains the audited consolidated financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. |
Emerging Growth Company | 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 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. | 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 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 | 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. | Use of Estimates The preparation of the 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 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 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 equivalents | Cash and Cash 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 March 31, 2022 and December 31, 2021, respectively. | Cash and cash 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 December 31, 2021 and 2020, respectively. |
Derivative Warrant Liability | Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting 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 consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. 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. 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. | Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting 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 consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. 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. |
Class A Shares Subject to Possible Redemption | 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 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 feature certain redemption rights that are considered to be outside of the Company’s 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’ deficit section of the Company’s condensed consolidated balance sheets. | 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 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 feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. |
Offering Costs | 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 liabilities are expensed as incurred and presented as non-operating expenses in the condensed 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. | 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 liabilities are expensed as incurred and presented as non-operating expenses in the 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 | 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 March 31, 2022 or December 31, 2021, there were no unrecognized tax benefits and no 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 zero for the period presented. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | 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 December 31, 2021, there were no unrecognized tax benefits and no 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 zero for the period presented. The Company'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 | 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 income (loss) per ordinary share calculated by dividing the net income (loss) by the weighted average 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 22,529,000 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. 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 | 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 income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average 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 22,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020. 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: Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) |
Concentration of Credit Risk | 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. | 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 | 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 sheets, primarily due to their short-term 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 the Company's assessment of the assumptions that market participants would use in pricing the asset or liability. | 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 consolidated balance sheet, primarily due to their short-term nature. 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Recent Accounting Standards | 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. | 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 consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Schedule of reconciliation of net loss per ordinary share | 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 | Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Schedule of shares subject to possible redemption | 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 | 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - SPRING VALLEY ACQUISITION CORP | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: 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 December 31, 2020 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 $ 232,301,973 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 18,975,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,685,000 | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, As of December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied share price range (or underlying asset price) $ 10.03 $ 10.12 Volatility 26.60 % 21.0 % Term (years) 5.50 5.70 Risk-free rate 1.30 % 0.46 % Dividend yield 0.0 % 0.0 % | |
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: March 31, 2022 Significant Significant Quoted Prices Other Other Markets Observable Unobservable in Active Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,344,333 $ — $ — Liabilities: 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 | The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. 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 For the period from August 20, 2020 (inception) through December 31, 2020 Derivative warrant liabilities at August 20, 2020 (inception) $ — Issuance of Public and Private Warrants 22,529,000 Transfer of Public Warrants to Level 1 (12,650,000) Change in fair value of derivative warrant liabilities 4,806,000 Derivative warrant liabilities at December 31, 2020 $ 14,685,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - SPRING VALLEY ACQUISITION CORP | May 27, 2022USD ($)shares | Nov. 28, 2020USD ($)$ / sharesshares | Nov. 27, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from sale of Private Placement Warrants | $ 8,900,000 | |||||
Offering costs | $ 12,492,354 | |||||
Underwriting commission | $ 3,800,000 | 3,800,000 | ||||
Deferred underwriters fee | 8,050,000 | 8,050,000 | ||||
Other offering costs | 592,354 | 592,354 | ||||
Reimbursement Received from Underwriters | $ 750,000 | $ 750,000 | ||||
Redemption limit percentage without prior consent | 15.00% | |||||
Redemption limit | 100 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | ||||
Maximum allowed dissolution expenses | $ 100,000 | |||||
Cash held outside the trust account | 985,000 | $ 577,000 | ||||
Working Capital | 700,000 | $ 4,400,000 | ||||
Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Offering costs | $ 749,253 | |||||
Private Placement Warrant | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants | shares | 2,300,000 | |||||
Proceeds from sale of Private Placement Warrants | $ 2,300,000 | |||||
Condition for future business combination use of proceeds percentage | 80.00% | |||||
Condition For Future Business Combination Threshold Percentage Ownership | 50.00% | |||||
Class A Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Offering costs | $ 11,743,101 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 23,000,000 | |||||
Purchase price, per unit | $ / shares | $ 10.10 | $ 10.10 | ||||
Proceeds from issuance | $ 232,300,000 | |||||
Share Price | $ / shares | $ 10 | |||||
Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ / shares | $ 1 | |||||
Warrants | shares | 8,900,000 | 8,900,000 | 8,900,000 | |||
Proceeds from sale of Private Placement Warrants | $ 8,900,000 | $ 8,900,000 | ||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | shares | 3,000,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance | $ 230,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Nov. 27, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | |
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | |||
Unrecognized tax benefits | $ 0 | |||||||
Purchase of aggregate shares | 15,000 | 55,000 | ||||||
SPRING VALLEY ACQUISITION CORP | ||||||||
Unrecognized tax benefits | $ 0 | $ 0 | ||||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | 0 | ||||||
Federal depository insurance coverage | $ 250,000 | |||||||
SPRING VALLEY ACQUISITION CORP | Class A Common Stock | ||||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | ||||||
SPRING VALLEY ACQUISITION CORP | Class A Common Stock | Private Placement Warrants | ||||||||
Purchase of aggregate shares | 22,529,000 | 22,529,000 | ||||||
SPRING VALLEY ACQUISITION CORP | Class A Ordinary Shares Subject to Possible Redemption. | ||||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | ||||
SPRING VALLEY ACQUISITION CORP | Class A Ordinary Shares Subject to Possible Redemption. | Initial Public Offering | ||||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) per share (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock | ||||
Numerator: | ||||
Allocation of net income (loss) | $ (12,767,113) | $ 6,987,735 | $ (6,978,778) | $ 2,562,198 |
Denominator: | ||||
Weighted average shares outstanding, ordinary shares, Basic | 23,000,000 | 23,000,000 | 6,052,632 | 23,000,000 |
Weighted average shares outstanding, ordinary shares, Diluted | 23,000,000 | 23,000,000 | 6,052,632 | 23,000,000 |
Basic net income (loss) per ordinary share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
Diluted net income (loss) per ordinary share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
Class B ordinary share | ||||
Numerator: | ||||
Allocation of net income (loss) | $ (3,191,778) | $ 1,746,934 | $ (5,992,646) | $ 640,550 |
Denominator: | ||||
Weighted average shares outstanding, ordinary shares, Basic | 5,750,000 | 5,750,000 | 5,197,368 | 5,750,000 |
Weighted average shares outstanding, ordinary shares, Diluted | 5,750,000 | 5,750,000 | 5,197,368 | 5,750,000 |
Basic net income (loss) per ordinary share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
Diluted net income (loss) per ordinary share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
Initial Public Offering (Detail
Initial Public Offering (Details) - SPRING VALLEY ACQUISITION CORP - $ / shares | Nov. 27, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | $ 1 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 23,000,000 | ||
Purchase price, per unit | $ 10.10 | $ 10.10 | |
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.50 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,000,000 | ||
Purchase price, per unit | $ 10 | ||
Exercise price of warrants | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | Nov. 28, 2020 | Nov. 27, 2020 | Dec. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Warrant, proceeds | $ 8,900,000 | ||||
Shares per warrant | 1 | ||||
Exercise price of warrant | $ 11.50 | $ 1 | |||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrant | $ 11.50 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Securities called by warrant | 8,900,000 | 8,900,000 | 8,900,000 | ||
Warrant, proceeds | $ 8,900,000 | $ 8,900,000 | |||
Shares per warrant | 1 | 1 | |||
Exercise price of warrant | $ 1 | $ 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | Oct. 22, 2020 | Sep. 30, 2020 | Aug. 21, 2020 | Sep. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Aug. 22, 2020 |
Related Party Transaction [Line Items] | |||||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | 20.00% | |||||||
Shares subject to forfeiture | 750,000 | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | 30 days | |||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | 150 days | |||||||
Each of the Company's directors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares transferred | 120,000 | ||||||||
Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||
Over-allotment option | Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture | 750,000 | ||||||||
Shares no longer subject to forfeiture | 750,000 | 750,000 | |||||||
Founder Shares | Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||
Sponsor | Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration received | $ 25,000 | ||||||||
Shares issued | 7,187,500 | ||||||||
Number of shares surrender | 1,437,500 | ||||||||
Common shares, shares outstanding | 5,750,000 | ||||||||
Sponsor | Founder Shares | Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||||
Beneficial Owner | Each of the Company's directors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares transferred | 40,000 | 40,000 | |||||||
Beneficial Owner | Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration received | $ 0 | $ 25,000 | |||||||
Shares issued | 7,187,500 | ||||||||
Number of shares surrender | 1,437,500 | ||||||||
Common shares, shares outstanding | 5,750,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 23, 2020 | Aug. 21, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Nov. 27, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred and paid | $ 3,601,000 | $ 3,193,000 | $ 18,113,000 | $ 4,452,000 | |||||||
Promissory note - related party | $ 20,293,000 | 20,293,000 | |||||||||
SPRING VALLEY ACQUISITION CORP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accrued expenses | 4,946,034 | 49,934 | 40,000 | 49,934 | |||||||
Face amount | $ 300,000 | ||||||||||
Promissory note - related party | 0 | 0 | 0 | $ 0 | $ 0 | $ 0 | |||||
Repayment of promissory note - related party | 124,826 | ||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Exercise price of warrants | $ 1 | $ 11.50 | |||||||||
Working capital Loans outstanding | $ 0 | 0 | |||||||||
SPRING VALLEY ACQUISITION CORP | Affiliate | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Administrative expenses - related party | $ 10,000 | ||||||||||
SPRING VALLEY ACQUISITION CORP | Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Face amount | $ 300,000 | ||||||||||
SPRING VALLEY ACQUISITION CORP | Administrative Support Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred and paid | 30,000 | $ 30,000 | 0 | 120,000 | |||||||
Accrued expenses | $ 50,000 | 40,000 | |||||||||
Outstanding balance of related party note | 0 | 0 | |||||||||
Repayment of promissory note - related party | 0 | ||||||||||
SPRING VALLEY ACQUISITION CORP | Administrative Support Agreement | Affiliate | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Administrative expenses - related party | $ 10,000 | ||||||||||
SPRING VALLEY ACQUISITION CORP | Related Party Loans | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Exercise price of warrants | $ 1 | ||||||||||
Working capital Loans outstanding | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | Nov. 27, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies | ||||
Deferred fee per unit | $ 0.35 | $ 0.35 | ||
Deferred Offering Costs Noncurrent | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 | |
Aggregate deferred underwriting fee payable | 750,000 | |||
Contingent Fees | $ 0 | $ 4,000,000 | $ 0 | |
Initial Public Offering | ||||
Commitments And Contingencies | ||||
Share price per share | $ 10 | |||
Number of units issued | 23,000,000 | |||
Anchor investors | ||||
Commitments And Contingencies | ||||
Share price per share | $ 495 | $ 495 | ||
Number of units issued | 1,980,000 | |||
Indirect beneficial interest, shares | 142,187 | 142,187 | ||
Anchor investors | Initial Public Offering | ||||
Commitments And Contingencies | ||||
Number of units issued | 1,980,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | |||||
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 |
Class A ordinary shares subject to possible redemption | $ 2,140,000 | $ 2,140,000 | $ 2,140,000 | ||
SPRING VALLEY ACQUISITION CORP | |||||
Temporary Equity [Line Items] | |||||
Class A ordinary shares subject to possible redemption | $ 232,300,000 | $ 232,300,000 | $ 232,300,000 | ||
SPRING VALLEY ACQUISITION CORP | Class A Common Stock | |||||
Temporary Equity [Line Items] | |||||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | |||
SPRING VALLEY ACQUISITION CORP | Class A Ordinary Shares Subject to Redemption | |||||
Temporary Equity [Line Items] | |||||
Temporary equity, shares authorized | 300,000,000 | 300,000,000 | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | |||
Gross proceeds from Initial Public Offering | $ 230,000,000 | ||||
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) | ||||
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 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - SPRING VALLEY ACQUISITION CORP - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) - $ / shares | Aug. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||
SPRING VALLEY ACQUISITION CORP | Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one | one | one | one | one | ||
Common shares, shares issued (in shares) | 0 | 0 | 0 | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | |||||
SPRING VALLEY ACQUISITION CORP | Class A Ordinary Shares Subject to Possible Redemption. | |||||||
Class of Stock [Line Items] | |||||||
Class A common stock subject to possible redemption, issued (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
SPRING VALLEY ACQUISITION CORP | Class B ordinary share | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one | one | one | one | one | ||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Aggregated shares issued upon converted basis (in percent) | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - SPRING VALLEY ACQUISITION CORP | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021D$ / sharesshares | Dec. 31, 2020shares | |
Class of Warrant or Right [Line Items] | |||
Public Warrants expiration term | 5 years | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Restrictions on transfer period of time after business combination completion | 1 year | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 20 days | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
Private Placement Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | shares | 8,900,000 | 8,900,000 | 8,900,000 |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise period condition one | P30D | ||
Warrant exercise period condition two | P1Y | ||
Public Warrants expiration term | 5 years | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 9.20 | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | ||
Trading period after business combination used to measure dilution of warrant | D | 20 | ||
Warrant exercise price adjustment multiple | 115 | ||
Warrant redemption price adjustment multiple | 180 | ||
Restrictions on transfer period of time after business combination completion | 30 days | ||
Number of warrants outstanding | shares | 11,500,000 | 11,500,000 | 11,500,000 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | 3 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 10 | ||
Warrant redemption condition minimum share price scenario two | 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | 3 days | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Less Than 18.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days |
Fair Value Measurements - compa
Fair Value Measurements - company's financial assets and liabilities that are measured at fair value on a recurring basis (Details) - SPRING VALLEY ACQUISITION CORP - Recurring - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Investments held in Trust Account - Mutual funds | $ 232,344,333 | $ 232,320,939 | $ 232,301,973 |
Private Placement Warrant | Level 1 | |||
Liabilities: | |||
Derivative Warrant Liabilities, Fair Value Disclosure | 14,375,000 | 18,975,000 | |
Private Placement Warrant | Level 3 | |||
Liabilities: | |||
Derivative Warrant Liabilities, Fair Value Disclosure | $ 14,774,000 | $ 14,685,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the fair value of the derivative warrant liabilities (Details) - SPRING VALLEY ACQUISITION CORP - Level 3 - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Derivative warrant liabilities at the beginning | $ 14,774,000 | $ 0 | $ 14,685,000 |
Issuance of Public and Private Warrants | 22,529,000 | ||
Transfer of Public Warrants to Level 1 | (14,774,000) | (12,650,000) | |
Change in fair value of derivative warrant liabilities | 4,806,000 | 89,000 | |
Derivative warrant liabilities at the end | $ 0 | $ 14,685,000 | $ 14,774,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair value assets, Transfers from Level 1 to Level 2 | $ 0 | $ 0 |
Fair value assets, Transfers from Level 2 to Level 1 | 0 | 0 |
Fair value assets, Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Fair value liabilities, Transfers from Level 1 to Level 2 | 0 | 0 |
Fair value liabilities, Transfers from Level 2 to Level 1 | 0 | 0 |
Fair value liabilities, Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | $ 0 | $ 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 fair value measurements (Details) - SPRING VALLEY ACQUISITION CORP | Dec. 31, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020 |
Volatility | |||
Derivative Liability, Measurement Input | 20.60 | ||
Level 3 | Exercise price | |||
Derivative Liability, Measurement Input | 11.50 | 11.50 | 11.50 |
Level 3 | IPO Price | |||
Derivative Liability, Measurement Input | 10 | 10 | 10 |
Level 3 | Implied Stock Price Range | |||
Derivative Liability, Measurement Input | 10.03 | 10.03 | 10.12 |
Level 3 | Volatility | |||
Derivative Liability, Measurement Input | 26.60 | 21 | |
Level 3 | Term | |||
Derivative Liability, Measurement Input | 5.50 | 5.70 | |
Level 3 | Risk-free rate | |||
Derivative Liability, Measurement Input | 1.30 | 0.46 | |
Level 3 | Dividend Yield | |||
Derivative Liability, Measurement Input | 0 | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 19, 2020 |
Current assets: | |||||
Cash | $ 42,683,000 | $ 77,094,000 | $ 4,864,000 | ||
Prepaid expenses | 4,147,000 | 4,147,000 | 3,976,000 | ||
Total current assets | 54,379,000 | 86,074,000 | 11,630,000 | ||
Total Assets | 91,072,000 | 121,197,000 | 47,057,000 | ||
Current liabilities: | |||||
Total current liabilities | 41,597,000 | 48,408,000 | 70,544,000 | ||
Total liabilities | 45,149,000 | 52,799,000 | 74,056,000 | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.10 per share | 2,140,000 | 2,140,000 | 2,140,000 | ||
Shareholders' Deficit: | |||||
Ordinary share | 29,082,000 | 28,184,000 | 20,899,000 | ||
Accumulated deficit | (804,993,000) | (781,620,000) | (679,127,000) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 91,072,000 | 121,197,000 | 47,057,000 | ||
SPRING VALLEY ACQUISITION CORP | |||||
Current assets: | |||||
Cash | 576,574 | 985,114 | 1,906,348 | ||
Prepaid expenses | 73,390 | 101,192 | 237,088 | ||
Total current assets | 649,964 | 1,086,306 | 2,143,436 | ||
Investments held in Trust Account | 232,344,333 | 232,320,939 | 232,301,973 | ||
Total Assets | 232,994,297 | 233,407,245 | 234,445,409 | ||
Current liabilities: | |||||
Accounts payable | 109,931 | 305,022 | |||
Accrued expenses | 4,946,034 | 40,000 | 49,934 | ||
Total current liabilities | 5,055,965 | 345,022 | 49,934 | ||
Derivative warrant liabilities | 39,984,000 | 29,149,000 | 33,660,000 | ||
Deferred underwriting fee payable | 8,050,000 | 8,050,000 | 8,050,000 | ||
Total liabilities | 53,089,965 | 37,544,022 | 41,759,934 | ||
Commitments and Contingencies (Note 6) | |||||
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 | 232,300,000 | ||
Shareholders' Deficit: | |||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||||
Accumulated deficit | (52,396,243) | (36,437,352) | (39,615,100) | ||
Total shareholders' deficit | (52,395,668) | (36,436,777) | $ (30,904,856) | (39,614,525) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 232,994,297 | 233,407,245 | 234,445,409 | ||
Class B ordinary share | SPRING VALLEY ACQUISITION CORP | |||||
Shareholders' Deficit: | |||||
Ordinary share | $ 575 | $ 575 | $ 575 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 |
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||
SPRING VALLEY ACQUISITION CORP | |||||||
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preference shares, shares issued | 0 | 0 | 0 | 0 | 0 | ||
Preference shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | |||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, shares issued | 0 | 0 | 0 | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | |||||
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 | |||||
Class A Ordinary Shares Subject to Possible Redemption. | SPRING VALLEY ACQUISITION CORP | |||||||
Temporary equity, shares issued | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | |||
Class B ordinary share | SPRING VALLEY ACQUISITION CORP | |||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||
Common shares, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from operations | $ (43,848,000) | $ (36,459,000) | $ (174,300,000) | $ (158,843,000) | |
Other income (expenses): | |||||
Net income (loss) | (23,373,000) | (22,666,000) | (102,493,000) | $ (88,387,000) | |
SPRING VALLEY ACQUISITION CORP | |||||
General and administrative expenses | 5,147,286 | 299,060 | $ 114,144 | 1,327,217 | |
Loss from operations | (5,147,286) | (299,060) | (114,144) | (1,327,217) | |
Other income (expenses): | |||||
Change in fair value of derivative warrant liabilities | (10,835,000) | 9,028,000 | (12,110,000) | 4,511,000 | |
Offering costs allocated to derivative warrant liabilities | (749,253) | ||||
Income from investments held in Trust Account | 23,395 | 5,729 | 1,973 | 18,965 | |
Net income (loss) | $ (15,958,891) | $ 8,734,669 | $ (12,971,424) | $ 3,202,748 | |
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | |||||
Other income (expenses): | |||||
Weighted average shares outstanding, ordinary shares, Basic | 23,000,000 | 23,000,000 | 6,052,632 | 23,000,000 | |
Weighted average shares outstanding, ordinary shares, Diluted | 23,000,000 | 23,000,000 | 6,052,632 | 23,000,000 | |
Basic net income (loss) per share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 | |
Diluted net income (loss) per share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 | |
Class B ordinary share | SPRING VALLEY ACQUISITION CORP | |||||
Other income (expenses): | |||||
Weighted average shares outstanding, ordinary shares, Basic | 5,750,000 | 5,750,000 | 5,197,368 | 5,750,000 | |
Weighted average shares outstanding, ordinary shares, Diluted | 5,750,000 | 5,750,000 | 5,197,368 | 5,750,000 | |
Basic net income (loss) per share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 | |
Diluted net income (loss) per share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common StockClass A Common StockSPRING VALLEY ACQUISITION CORP | Common StockClass B ordinary shareSponsorSPRING VALLEY ACQUISITION CORP | Common StockClass B ordinary shareSPRING VALLEY ACQUISITION CORP | Additional Paid-in CapitalSponsorSPRING VALLEY ACQUISITION CORP | Additional Paid-in CapitalSPRING VALLEY ACQUISITION CORP | Accumulated DeficitSPRING VALLEY ACQUISITION CORP | Accumulated Deficit | SponsorSPRING VALLEY ACQUISITION CORP | SPRING VALLEY ACQUISITION CORP | Total |
Balance at the beginning at Aug. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of shares | $ 575 | $ 24,425 | $ 25,000 | |||||||
Issuance of shares (in shares) | 5,750,000 | |||||||||
Accretion of Class A Ordinary Shares to redemption value | (24,425) | (26,643,676) | (26,668,101) | |||||||
Net income (loss) | (12,971,424) | (12,971,424) | ||||||||
Balance at the end at Dec. 31, 2020 | $ 0 | $ 575 | 0 | (39,615,100) | (39,614,525) | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 5,750,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of shares | $ 39,000 | |||||||||
Accretion of Class A Ordinary Shares to redemption value | (25,000) | (25,000) | ||||||||
Net income (loss) | 8,734,669 | $ (22,666,000) | 8,734,669 | (22,666,000) | ||||||
Balance at the end at Mar. 31, 2021 | $ 0 | $ 575 | 0 | (30,905,431) | (30,904,856) | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 5,750,000 | ||||||||
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 575 | 0 | (39,615,100) | (39,614,525) | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 5,750,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of shares | $ 65,000 | |||||||||
Issuance of shares (in shares) | 32,000 | |||||||||
Accretion of Class A Ordinary Shares to redemption value | (25,000) | (25,000) | ||||||||
Net income (loss) | 3,202,748 | (102,493,000) | 3,202,748 | $ (102,493,000) | ||||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 575 | 0 | (36,437,352) | (36,436,777) | |||||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (15,958,891) | $ (23,373,000) | (15,958,891) | $ (23,373,000) | ||||||
Balance at the end at Mar. 31, 2022 | $ 0 | $ 575 | $ 0 | $ (52,396,243) | $ (52,395,668) | |||||
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 5,750,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ (102,493,000) | $ (88,387,000) | |||
Changes in operating assets and liabilities: | |||||
Net cash used in operating activities | $ (33,151,000) | $ (29,787,000) | (99,162,000) | (47,235,000) | |
Cash Flows from Financing Activities: | |||||
Net cash used in financing activities | (73,000) | 63,211,000 | 173,344,000 | 38,494,000 | |
Net change in cash | (34,411,000) | 33,313,000 | 72,230,000 | (12,267,000) | |
Cash - beginning of the period | 77,094,000 | 4,864,000 | 4,864,000 | 17,131,000 | |
Cash - ending of the period | 42,683,000 | 38,177,000 | $ 4,864,000 | 77,094,000 | 4,864,000 |
SPRING VALLEY ACQUISITION CORP | |||||
Cash Flows from Operating Activities: | |||||
Net income (loss) | (15,958,891) | 8,734,669 | (12,971,424) | 3,202,748 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||
Change in fair value of derivative warrant liabilities | 10,835,000 | (9,028,000) | 12,110,000 | (4,511,000) | |
Income from investments held in Trust Account | (23,395) | (5,729) | (1,973) | (18,965) | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | 27,803 | 64,998 | (237,088) | 135,895 | |
Related party receivable | (25,000) | ||||
Accounts payable | (305,022) | ||||
Accounts payable | 195,091 | ||||
Accrued expenses | 4,906,034 | 37,148 | (9,934) | ||
Net cash used in operating activities | (408,540) | (221,914) | (346,232) | (896,234) | |
Cash Flows from Financing Activities: | |||||
Payment of offering costs | (25,000) | (372,594) | (25,000) | ||
Net cash used in financing activities | 25,000 | 234,552,580 | (25,000) | ||
Net change in cash | (408,540) | (246,914) | 1,906,348 | (921,234) | |
Cash - beginning of the period | 985,114 | 1,906,348 | 1,906,348 | ||
Cash - ending of the period | $ 576,574 | $ 1,659,434 | 1,906,348 | $ 985,114 | $ 1,906,348 |
Supplemental disclosure of noncash financing activities: | |||||
Warrant liabilities in connection with initial public offering | 22,529,000 | ||||
Deferred underwriting fee payable | 8,050,000 | ||||
Accrued offering costs | 49,934 | ||||
Offering costs paid by Sponsor in exchange for Founder Shares | 20,000 | ||||
Offering costs paid directly through note payable | $ 124,826 |
Description of Organization a_3
Description of Organization and Business Operations - SPRING VALLEY ACQUISITION CORP | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations | Note 1 Description of Organization and 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 December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 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 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 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 $12,492,354 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $592,354 of other offering costs, offset by $750,000 in reimbursement received from underwriters) were incurred, of which $749,253 were allocated to warrants and expensed and $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: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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 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 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 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. 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 six months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) 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 December 31, 2021, the Company we had approximately $985,000 of cash held outside of the Trust Account and working capital of approximately $0.7 million. In connection with the Company’s assessment of going concern considerations 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 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. Proposed Business Combination – NuScale Power, LLC On 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 merger (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 Nasdaq Stock Market LLC 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 and January 4, 2022 for additional information. | |
Description Of Organization And Business Operations | Note 1 - Description of Organization and 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 March 31, 2022, the Company had not commenced any operations. All activity through March 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 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 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 $12,492,354 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $592,354 of other offering costs, offset by $750,000 in reimbursement received from underwriters) were incurred, of which $749,253 were allocated to warrants and expensed and $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 (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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 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 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 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. 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 six 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 However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account. 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. Proposed Business Combination - NuScale Power, LLC On 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 merger (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. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates, judgments and assumptions. NuScale believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, depreciation, amortization, in-process research and development, asset valuations, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include demand deposits at financial institutions and short-term, highly liquid investments that satisfy the definition of cash equivalents. Accounts Receivable Accounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. At December 31, 2021, accounts receivable are presented net of $10,237 of related deferred DOE cost share liabilities that have the right of offset. No amounts were eligible to be offset at December 31, 2020. Reimbursement under the awards are included in Department of Energy Cost Share in the Statement of Operations. In-process Research and Development (“IPR&D”) IPR&D represents incomplete research and development projects that had not reached technological feasibility as of their acquisition date in 2011. Due to the nature of IPR&D, the expected life is indefinite and it will be evaluated periodically for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. IPR&D was concluded to include both fundamental and defensive technologies comprised of OSU licensed and NuScale owned patented and unpatented technology and trade secrets. Such technologies are designed to work together in the operation of a nuclear power module. The value assigned to IPR&D was determined by considering the Company’s development plan, estimating costs to develop the IPR&D into a commercially viable product, estimating the resulting net cash flows from the project when completed and discounting the net cash flows using a discount rate of 20% to their present value. The IPR&D is anticipated to begin generating cash flows in 2026 and is expected to contribute to all of the Company’s revenues for the foreseeable future after being placed in service. IPR&D is amortized over its estimated useful life once technological feasibility is reached. As the Company has not yet completed all designing, coding and testing activities, management has determined that technological feasibility has not yet been reached. We test IPR&D for impairment at least annually, (in the fourth quarter) or more frequently if we determine an event or changes in circumstances indicate that it is more likely than not that it is impaired, until such time as the research and development efforts are completed or abandoned. If the research and development efforts are abandoned, the related costs will be written off in the period of such determination. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not the fair value of the IPR&D is less than the carrying value and if so, we perform a quantitative test. The Company determines fair value by discounting projected future cash flows of the IPR&D asset. Any impairment loss is recognized in our results of operations. We performed our annual impairment test of the IPR&D by performing a qualitative assessment and did not identify any indicators of impairment. Revenue Recognition In addition to advancing the commercialization of its SMR, the Company provides engineering services to customers. The Company recognizes fixed price contract revenue with multiple performance obligations as each obligation is completed. The Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on contracts that have not been billed to customers is classified as a current asset under accounts receivable on the balance sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under deferred revenue. The Company recognizes time and material contracts revenue over time, matching continuous transfer of control to the customer. The Company accounts for these contracts as a single performance obligation and recognizes revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The Company excludes from its measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales. Customer payments on contracts are typically due within 30 days of billing, depending on the contract. The Company generally provides limited warranties for work performed under its engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and deposits, accounts payable, accrued expenses and convertible note payable approximates fair value due to their short maturities. Property, Plant and Equipment All additions, including betterments to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation is derecognized with any gain or loss recorded in the year of disposition. Depreciation is based on the estimated useful lives of the assets using the straight-line method. Furniture and fixtures are depreciated over useful lives of seven years. Computer software is depreciated over useful lives of three Internal Use Software The costs associated with developing, purchasing or otherwise acquiring software for internal use are capitalized and amortized over the expected useful life of three years. During 2021 and 2020, software purchased from third parties and capitalized (including items in development and not yet in service) was $2,115 and $3,307, respectively. Leases The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of December 31, 2021 and 2020, the Company has only operating leases. The Company’s right-of-use assets relate to office facilities, some of which include one or more options to renew, with renewal terms that can extend the lease term up to 5 years. The exercise of the lease renewal is at the Company’s discretion. Renewal periods are included in the expected lease term if they are reasonably certain of being exercised by the Company. None of the Company’s lease agreements contain material residual value guarantees or material restrictions or covenants. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term leases relate to office facilities or office equipment. Long-Lived Assets Long-lived assets including primarily property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If this review indicates that the carrying amount will not be recoverable, as determined based on comparing the estimated undiscounted future cash flows to the carrying amount, impairment is measured by comparing the carrying amount to fair value. No impairment charges were incurred for the years ended December 31, 2021 and 2020. Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of a business acquired in a purchase business combination. Goodwill is not amortized. We evaluate goodwill for impairment at least annually (in the fourth quarter), or more frequently if we determine an event or changes in circumstances indicate that it is more likely than not that it is impaired. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of the reporting unit is less than the carrying value and if so, we perform a quantitative test. Should the quantitative test be used, we compare the carrying value of net assets to the estimated fair value of the Company, as we have one reporting unit. If the carrying value of the Company exceeds its fair value, an impairment loss (limited to the total amount of goodwill) is recognized in our results of operations. We completed our annual goodwill impairment evaluation using a qualitative assessment, resulting in no impairment. Mezzanine Equity The Company has issued equity units that feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. Accordingly, those units are presented as mezzanine equity, outside of members’ equity at their issuance date fair value. The Company assesses whether the equity units have become redeemable or the probability that the equity units will become redeemable in determining whether to record subsequent changes to fair value. Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the grantee is required to provide service in exchange for the award. The straight-line recognition method is used for awards subject to graded vesting based only on a service condition. The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price volatility and expected option lives to value equity-based compensation. Equity-based compensation is recorded as both a general and administrative (“G&A”) expense and other expense in the statements of operations. Segment Information The Company has determined that its Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”) are its chief operating decision makers (“CODMs”). The CODMs review financial information presented for purposes of assessing performance and making decisions on how to allocate resources at the overall company level. The Company has determined that it currently operates in a single segment, though it will periodically revisit the information used by its CODMs to allocate resources and to manage the operations as it nears commercialization and deployment of its NPMs. Income Taxes The Company is a limited liability company that is treated as a partnership for tax purposes with each of the members accounting for their share of the tax attributes and liabilities. Accordingly, there are no current Research and Development Research and development expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. | |
SPRING VALLEY ACQUISITION CORP | ||
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the SEC. Principles of Consolidation The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. 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 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 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 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 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 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 December 31, 2021 and 2020, respectively. Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting 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 consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. 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. 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 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 feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s 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 liabilities are expensed as incurred and presented as non-operating expenses in the 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 December 31, 2021, there were no unrecognized tax benefits and no 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 zero for the period presented. The Company'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 income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average 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 22,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020. 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: Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) 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 consolidated balance sheet, primarily due to their short-term nature. 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. 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 consolidated financial statements. | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.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 (“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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 10, 2022 which contains the audited consolidated financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. Principles of Consolidation The accompanying condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. 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 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 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 March 31, 2022 and December 31, 2021, respectively. Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting 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 consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. 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. 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. 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 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 feature certain redemption rights that are considered to be outside of the Company’s 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’ deficit 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 liabilities are expensed as incurred and presented as non-operating expenses in the condensed 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 March 31, 2022 or December 31, 2021, there were no unrecognized tax benefits and no 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 zero for the period presented. The Company'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 income (loss) per ordinary share calculated by dividing the net income (loss) by the weighted average 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 22,529,000 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. 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 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 sheets, primarily due to their short-term 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 the Company's assessment of the assumptions that market participants would use in pricing the asset or liability. 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. |
Initial Public Offering_2
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Initial Public Offering | Note 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 one Class A ordinary share and one-half | Note 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 one Class A ordinary share and one -half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). |
Private Placement_2
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Private Placement | Note 4 - 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 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 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. | Note 4 - 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 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 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. |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | 11. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the three months ended March 31, 2022 and 2021, NuScale incurred expenses of $3,601 and $3,193, respectively, related to such arrangements. As of March 31, 2022 and 2021, NuScale owes Fluor, as accounts payable, amounts totaling $2,100 and $1,021, respectively. For the three months ended March 31, 2022 and 2021, NuScale earned revenue of $1,561 and $441, respectively. | 10. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the years ended December 31, 2021 and 2020, NuScale incurred expenses of $18,113 and $4,452, respectively. As of December 31, 2021 and 2020, NuScale owes Fluor, as accounts payable, amounts totaling $3,731 and $1,949, respectively. For the years ended December 31, 2021 and 2020, NuScale earned revenue of $1,553 and $0, respectively. |
SPRING VALLEY ACQUISITION CORP | ||
Related Party Transactions | Note 5 - 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 no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 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 months ended March 31, 2022 and 2021, $30,000 has been expensed related to the agreement. As of March 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 March 31, 2022 and December 31, 2021, there was no outstanding amounts under the Promissory Note. Subsequent to the repayment, the facility was no 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 March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. | Note 5 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 no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 30 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 year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020, $120,000 and $0, respectively, has been expensed related to the agreement. As of December 31, 2021, the Company had accrued $40,000, for services in connection with such agreement on the accompanying consolidated balance sheets. There was no outstanding balance under this agreement as of December 31, 2020. 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 December 31, 2021 and 2020, there is no outstanding amounts under the Promissory Note. Subsequent to the repayment, the facility was no 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 December 31, 2021 and 2020, there were no Working Capital Loans outstanding. |
Commitments and Contingencies_2
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | 12. Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with Utah Associated Municipal Power Systems (“UAMPS”) Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is | 11. Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with UAMPS Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is $57,000. As of December 31, 2021 the net development costs incurred by UAMPS totals $5,204. We are currently in compliance and expect to remain in compliance with all related performance criteria. |
SPRING VALLEY ACQUISITION CORP | ||
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Shareholders’ Rights 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 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. 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 $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 6 - Commitments And 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 consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders’ Rights 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 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. 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 $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 balance sheets. As of December 31, 2021, these fees were approximately $4.0 million. There were no such fees outstanding under the arrangement as of December 31, 2020. |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Class A Ordinary Shares Subject to Possible Redemption | 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 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 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 December 31, 2021 and 2020, 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 consolidated balance sheet 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 |
Shareholders' Deficit_2
Shareholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Deficit | 9. Mezzanine and Members’ Equity Convertible Preferred Units The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”). The Company entered into a Preferred Units Purchase Agreement with JGC Holdings Corporation (“JGC”) in March 2021 for $40,000, or $1.92 per CPU. In addition to, and in connection with this agreement, the Company entered into a Business Collaboration Agreement (“BCA”) with JGC whereby the Company has committed to award JGC a specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the BCA. Common Units The Company’s common units reported in mezzanine equity feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. The redemption right is only available to the holders of the common units if the U.S. Nuclear Regulatory Commission issues a written determination that the ownership of these common units creates a conflict of interest. It is not probable that this event, which is outside our control, will occur. Accordingly, the 6,000 common units subject to possible redemption is presented as mezzanine equity, outside of members’ equity. The Company has not adjusted the carrying value of these common units subject to the redemption feature because it is not probable the redemption right will be exercised. The LLC Agreement authorizes the Company to issue 96,800 common units for purposes of equity compensation. As of March 31, 2022, there were 475 unit options available to issue. | 8. Members’ Equity The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”). Limitations of Liability A member’s liability is limited by such member’s share of the Company’s assets. However, the member is required to return to the Company any distribution made to it in clear and manifest accounting or similar error. Convertible Preferred Units The LLC Agreement authorizes the Company to issue CPUs, which may be divided into one or more types, classes or series. During 2021 and 2020, the Company entered into a Preferred Units Purchase Agreement (or an amendment to an existing agreement) with the following investors: Date Investor Price per CPU Investment August, 2020 Fluor Enterprises $ 1.92 $ 10,000 November, 2020 Sargent & Lundy, L.L.C. (1) 1.92 8,000 October, 2020 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 January, 2021 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 March, 2021 Japan NuScale Innovation, LLC(1) 1.92 40,000 May, 2021 Japan NuScale Innovation, LLC (1) 2.19 20,000 June, 2021 GS Energy Corporation(1) 2.19 40,000 July, 2021 Doosan Heavy Industries & Construction Co., Ltd (1) 2.19 25,000 July, 2021 Next Tech 3 New Technology Investment 2.19 35,000 July, 2021 Sarens Nuclear & Industrial Services, LLC(1) 2.19 4,000 July, 2021 Sargent & Lundy, L.L.C. (1) 2.19 8,000 July, 2021 Samsung C&T Corporation (1) 2.19 20,000 (1) In addition to, and in connection with, entering into Preferred Units Purchase Agreements with these strategic investors, the Company entered into a Business Collaboration Agreement (“BCA”), or amendment thereto, with the strategic investor or its affiliate, whereby the Company has committed to award the strategic partner or its affiliate specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the respective BCAs. The Company has certain agreements to pay for services rendered through the issuance of CPUs. During 2021 the Company issued 32 CPUs for services rendered valued at $65 under these agreements. The Company issued 206 CPUs for services rendered valued at $378 under these agreements during 2020. There were 633,261 and 542,729 CPUs issued and outstanding as of December 31, 2021 and 2020, respectively. Conversion Each CPU may be converted, at the option of the member holding such CPU, at any time, into the number of common units equal to the Common Equivalent Ratio in effect at the time of conversion. The Common Equivalent Ratio means the Convertible Preferred Original Issue Price of each series divided by the Common Equivalent Price then in effect. Convertible Preferred Common Equivalent Common Equivalent Convertible Preferred Series Original Issue Price Issue Price Ratio Units Issued A $ 1.00 $ 1.00 100 % 336,826 A‑1 $ 1.31 $ 1.31 100 % 67,674 A‑2 $ 1.42 $ 1.42 100 % 68,349 A‑3 $ 1.59 $ 1.59 100 % 60,091 A‑4 $ 1.92 $ 1.92 100 % 30,903 A‑5 $ 2.19 $ 2.19 100 % 69,418 Voting Holders of CPUs have voting rights equivalent to the number of CPUs held multiplied by the Common Equivalent Ratio, as defined, which was set at 100% at the time of the Company’s recapitalization in 2011. Preferred Return The CPUs have a 10.0% cumulative preferred return per year compounded quarterly on the unreturned preferred capital, beginning on the date such CPU was issued. The accumulated preferred return as of December 31, 2021 and 2020 not reflected in the statement of members’ equity was $550,942 and $429,791, respectively. Distributions The Board of Managers may direct the Company to make distributions. Such distributions are to be made in the following order: ● CPU holders receive their unpaid 10% cumulative preferred return until reduced to zero, ● CPU holders receive their aggregate unreturned preferred capital with respect to their CPUs held until reduced to zero, ● Holders of common units receive amounts equal to that distributed to CPU holders on an as-converted basis, and ● Holders of CPU and common units receive their Common Participating Interests, as defined in the LLC Agreement. Common Units The LLC Agreement authorizes the Company to issue common units. Each common unit is entitled to one vote. During 2021 and 2020, options to purchase 3,483 and 105 common units were exercised resulting in proceeds of $748 and $43, respectively. During 2021 and 2020 the Company repurchased 15 and 55 common units, respectively, from previously terminated employees for the original price of $4 and $22 and a premium of $13 and $27, respectively. The LLC Agreement authorizes the Company to issue common units for purposes of equity compensation. During 2021, the board of managers increased the number of common units reserved under the Company’s equity incentive plan to 96,800. As of December 31, 2021 there were 1,525 options available to issue for the purchase of common units. |
SPRING VALLEY ACQUISITION CORP | ||
Shareholders' Deficit | Note 8 - Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares 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 8 Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares 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. |
Derivative Warrant Liabilitie_2
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
SPRING VALLEY ACQUISITION CORP | |
Derivative Warrant Liabilities | Note 9 - Derivative Warrant Liabilities 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. 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 . ● 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 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. 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. |
Fair Value Measurements_2
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | 4. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities. | |
SPRING VALLEY ACQUISITION CORP | ||
Fair Value Measurements | Note 10 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: March 31, 2022 Significant Significant Quoted Prices Other Other Markets Observable Unobservable in Active Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,344,333 $ — $ — Liabilities: 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 no other transfers to/from Levels 1 2 3 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 consolidated statements of operations in each period. The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. 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 $ — 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 The initial fair value of the Public and Private Placement Warrants, issued 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. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, 2021 Exercise price $ 11.50 IPO price $ 10.00 Implied share price range (or underlying asset price) $ 10.03 Volatility 20.60 % Term (years) 5.50 Risk-free rate 1.30 % Dividend yield 0.0 % | Note 10 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: 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 December 31, 2020 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 $ 232,301,973 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 18,975,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,685,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the year ended December 31, 2021 there were no transfers to from Levels 1 2 3 . During the period from August 20, 2020 (inception) through December 31, 2020, the estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in December 2020. There were 2021. 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 consolidated statements of operations in each period. The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. 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 For the period from August 20, 2020 (inception) through December 31, 2020 Derivative warrant liabilities at August 20, 2020 (inception) $ — Issuance of Public and Private Warrants 22,529,000 Transfer of Public Warrants to Level 1 (12,650,000) Change in fair value of derivative warrant liabilities 4,806,000 Derivative warrant liabilities at December 31, 2020 $ 14,685,000 The initial fair value of the Public and Private Placement Warrants, issued 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. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, As of December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied share price range (or underlying asset price) $ 10.03 $ 10.12 Volatility 26.60 % 21.0 % Term (years) 5.50 5.70 Risk-free rate 1.30 % 0.46 % Dividend yield 0.0 % 0.0 % |
Subsequent Events_2
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events | 13. Subsequent Events On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) described in footnote 3 was completed, resulting in NuScale surviving the merger and Spring Valley changing its name to NuScale Power Corporation. NuScale will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. The Transaction resulted in NuScale receiving cash in the amount of $341,000, consisting of $235,000 in PIPE funding and $145,300 in cash in trust, partially offset by transaction costs of $39,300. An evaluation of subsequent events has been performed through May 12, 2022, the date that the financial statements were issued, for purposes of disclosure and recognition. | 12. Subsequent Events An evaluation of subsequent events has been performed through March 11, 2022, for purposes of disclosure and recognition and is the date that the financial statements were issued. |
SPRING VALLEY ACQUISITION CORP | ||
Subsequent Events | 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 the Company did not identify any subsequent events that have 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. Amendment to Subscription Agreements On April 11, 2022, Spring Valley and the 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, and NuScale entered into an amendment (“Amendment No. 2”) to the Merger Agreement. Amendment No. 2 modifies the Merger Agreement and applicable exhibits to provide that the securities of NuScale Power will be listed on NYSE. | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that have not been disclosed in the consolidated financial statements. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates, judgments and assumptions. NuScale believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, depreciation, amortization, in-process research and development, asset valuations, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include demand deposits at financial institutions and short-term, highly liquid investments that satisfy the definition of cash equivalents. | |
Income Taxes | Income Taxes The Company is a limited liability company that is treated as a partnership for tax purposes with each of the members accounting for their share of the tax attributes and liabilities. Accordingly, there are no current | |
SPRING VALLEY ACQUISITION CORP | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.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 (“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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 10, 2022 which contains the audited consolidated financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. |
Emerging Growth Company | 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 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. | 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 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 | 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. | Use of Estimates The preparation of the 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 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 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 Equivalents | Cash and Cash 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 March 31, 2022 and December 31, 2021, respectively. | Cash and cash 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 December 31, 2021 and 2020, respectively. |
Derivative Warrant Liability | Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting 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 consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. 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. 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. | Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting 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 consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. 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. |
Class A Shares Subject to Possible Redemption | 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 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 feature certain redemption rights that are considered to be outside of the Company’s 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’ deficit section of the Company’s condensed consolidated balance sheets. | 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 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 feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. |
Offering Costs | 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 liabilities are expensed as incurred and presented as non-operating expenses in the condensed 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. | 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 liabilities are expensed as incurred and presented as non-operating expenses in the 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 | 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 March 31, 2022 or December 31, 2021, there were no unrecognized tax benefits and no 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 zero for the period presented. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | 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 December 31, 2021, there were no unrecognized tax benefits and no 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 zero for the period presented. The Company'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 | 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 income (loss) per ordinary share calculated by dividing the net income (loss) by the weighted average 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 22,529,000 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. 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 | 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 income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average 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 22,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020. 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: Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) |
Concentration of Credit Risk | 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. | 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 | 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 sheets, primarily due to their short-term 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 the Company's assessment of the assumptions that market participants would use in pricing the asset or liability. | 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 consolidated balance sheet, primarily due to their short-term nature. 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Recent Accounting Standards | 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. | 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 consolidated financial statements. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Schedule of reconciliation of net loss per ordinary share | 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 | Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) |
Class A Ordinary Shares Subje_5
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | ||
Schedule of shares subject to possible redemption | 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 | 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 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) - SPRING VALLEY ACQUISITION CORP | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: March 31, 2022 Significant Significant Quoted Prices Other Other Markets Observable Unobservable in Active Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,344,333 $ — $ — Liabilities: 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 | The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. 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 For the period from August 20, 2020 (inception) through December 31, 2020 Derivative warrant liabilities at August 20, 2020 (inception) $ — Issuance of Public and Private Warrants 22,529,000 Transfer of Public Warrants to Level 1 (12,650,000) Change in fair value of derivative warrant liabilities 4,806,000 Derivative warrant liabilities at December 31, 2020 $ 14,685,000 |
Summary of changes in the fair value of the derivative warrant liabilities | The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. 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 $ — 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 | |
Summary of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, 2021 Exercise price $ 11.50 IPO price $ 10.00 Implied share price range (or underlying asset price) $ 10.03 Volatility 20.60 % Term (years) 5.50 Risk-free rate 1.30 % Dividend yield 0.0 % | |
Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: 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 December 31, 2020 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 $ 232,301,973 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 18,975,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,685,000 |
Description of Organization a_4
Description of Organization and Business Operations (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | May 27, 2022 | Nov. 28, 2020 | Nov. 27, 2020 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from sale of Private Placement Warrants | $ 8,900,000 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | ||||
Cash held outside the trust account | $ 577,000 | $ 985,000 | ||||
Working Capital | $ 4,400,000 | 700,000 | ||||
Additional period to consummate business combination | 6 months | |||||
Assets held in trust | $ 232,300,000 | |||||
Warrants amount | 749,253 | |||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||
Threshold percentage of public shares subject to redemption without the Company's prior written consent | 50.00% | |||||
Threshold Percentage Of Public Shares Subject To Redemption Without Company's Prior Written Consent | 15.00% | |||||
Adjustments To Additional Paid In Capital Stock Issued Issuance costs Including Underwriters Fees | 12,492,354 | |||||
Threshold Minimum Aggregate Fair Market Value As A Percentage Of The Assets Held In The Trust Account | 80.00% | |||||
Underwriting commission | 3,800,000 | 3,800,000 | ||||
Deferred underwriters fee | 8,050,000 | 8,050,000 | ||||
Other offering costs | 592,354 | 592,354 | ||||
Reimbursement received from underwriters | $ 750,000 | $ 750,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 1 | ||||
Private Placement Warrant | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants | 2,300,000 | |||||
Proceeds from sale of Private Placement Warrants | $ 2,300,000 | |||||
Class A Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants amount | $ 11,743,101 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 23,000,000 | |||||
Purchase price, per unit | $ 10.10 | $ 10.10 | ||||
Share Price | $ 10 | |||||
Proceeds From Issuance of Units | $ 230,000,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||
Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ 1 | |||||
Warrants | 8,900,000 | 8,900,000 | 8,900,000 | |||
Proceeds from sale of Private Placement Warrants | $ 8,900,000 | $ 8,900,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | ||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units issued | 3,000,000 | |||||
Purchase price, per unit | $ 10 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||
Business Combination | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants | 2,300,000 | |||||
Assets held in trust | $ 2,300,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Nov. 27, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | |
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | |||
Unrecognized tax benefits | $ 0 | |||||||
Purchase of aggregate shares | 15,000 | 55,000 | ||||||
SPRING VALLEY ACQUISITION CORP | ||||||||
Unrecognized tax benefits | $ 0 | $ 0 | ||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | ||||||
Accrued Income Taxes, Current | $ 0 | |||||||
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | ||||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | ||||||
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | Private Placement Warrants | ||||||||
Purchase of aggregate shares | 22,529,000 | 22,529,000 | ||||||
Class A Ordinary Shares Subject to Possible Redemption. | SPRING VALLEY ACQUISITION CORP | ||||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | ||||
Class A Ordinary Shares Subject to Possible Redemption. | SPRING VALLEY ACQUISITION CORP | Initial Public Offering | ||||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Reconciliation (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock | ||||
Numerator: | ||||
Allocation of net income (loss) | $ (12,767,113) | $ 6,987,735 | $ (6,978,778) | $ 2,562,198 |
Denominator: | ||||
Weighted average shares outstanding, ordinary shares, Basic | 23,000,000 | 23,000,000 | 6,052,632 | 23,000,000 |
Weighted average shares outstanding, ordinary shares, Diluted | 23,000,000 | 23,000,000 | 6,052,632 | 23,000,000 |
Basic net income (loss) per ordinary share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
Diluted net income (loss) per ordinary share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
Class B ordinary share | ||||
Numerator: | ||||
Allocation of net income (loss) | $ (3,191,778) | $ 1,746,934 | $ (5,992,646) | $ 640,550 |
Denominator: | ||||
Weighted average shares outstanding, ordinary shares, Basic | 5,750,000 | 5,750,000 | 5,197,368 | 5,750,000 |
Weighted average shares outstanding, ordinary shares, Diluted | 5,750,000 | 5,750,000 | 5,197,368 | 5,750,000 |
Basic net income (loss) per ordinary share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
Diluted net income (loss) per ordinary share | $ (0.56) | $ 0.30 | $ (1.15) | $ 0.11 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - SPRING VALLEY ACQUISITION CORP - $ / shares | Nov. 27, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | $ 1 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 23,000,000 | ||
Purchase price, per unit | $ 10.10 | $ 10.10 | |
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.50 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,000,000 | ||
Purchase price, per unit | $ 10 | ||
Exercise price of warrants | $ 11.50 |
Private Placement (Details)_2
Private Placement (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | Nov. 28, 2020 | Nov. 27, 2020 | Dec. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Warrant, proceeds | $ 8,900,000 | ||||
Shares per warrant | 1 | ||||
Exercise price of warrant | $ 11.50 | $ 1 | |||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrant | $ 11.50 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Securities called by warrant | 8,900,000 | 8,900,000 | 8,900,000 | ||
Warrant price (in dollars) | $ 1 | ||||
Warrant, proceeds | $ 8,900,000 | $ 8,900,000 | |||
Shares per warrant | 1 | 1 | |||
Exercise price of warrant | $ 1 | $ 1 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | Oct. 22, 2020 | Sep. 30, 2020 | Aug. 21, 2020 | Sep. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Aug. 22, 2020 |
Related Party Transaction [Line Items] | |||||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | 20.00% | |||||||
Shares subject to forfeiture | 750,000 | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | 30 days | |||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | 150 days | |||||||
Each of the Company's directors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares transferred | 120,000 | ||||||||
Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||
Over-allotment option | Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture | 750,000 | ||||||||
Shares no longer subject to forfeiture | 750,000 | 750,000 | |||||||
Sponsor | Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration received | $ 25,000 | ||||||||
Shares issued | 7,187,500 | ||||||||
Number of shares surrender | 1,437,500 | ||||||||
Common shares, shares outstanding | 5,750,000 | ||||||||
Beneficial Owner | Each of the Company's directors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares transferred | 40,000 | 40,000 | |||||||
Beneficial Owner | Class B ordinary share | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration received | $ 0 | $ 25,000 | |||||||
Shares issued | 7,187,500 | ||||||||
Number of shares surrender | 1,437,500 | ||||||||
Common shares, shares outstanding | 5,750,000 |
Related Party Transactions - _3
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 23, 2020 | Aug. 21, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Nov. 27, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred and paid | $ 3,601,000 | $ 3,193,000 | $ 18,113,000 | $ 4,452,000 | |||||||
Promissory note - related party | $ 20,293,000 | 20,293,000 | |||||||||
SPRING VALLEY ACQUISITION CORP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accrued expenses | 4,946,034 | 49,934 | 40,000 | 49,934 | |||||||
Face amount | $ 300,000 | ||||||||||
Promissory note - related party | 0 | 0 | 0 | $ 0 | $ 0 | $ 0 | |||||
Repayment of promissory note - related party | 124,826 | ||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Exercise price of warrants | $ 1 | $ 11.50 | |||||||||
working capital loan outstanding | $ 0 | 0 | |||||||||
Affiliate | SPRING VALLEY ACQUISITION CORP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Administrative expenses - related party | $ 10,000 | ||||||||||
Sponsor | SPRING VALLEY ACQUISITION CORP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Face amount | $ 300,000 | ||||||||||
Administrative Support Agreement | SPRING VALLEY ACQUISITION CORP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses incurred and paid | 30,000 | $ 30,000 | 0 | 120,000 | |||||||
Accrued expenses | $ 50,000 | 40,000 | |||||||||
Outstanding balance of related party note | $ 0 | $ 0 | |||||||||
Repayment of promissory note - related party | $ 0 | ||||||||||
Administrative Support Agreement | Affiliate | SPRING VALLEY ACQUISITION CORP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Administrative expenses - related party | $ 10,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | Nov. 27, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies | ||||
Deferred fee per unit | $ 0.35 | $ 0.35 | ||
Deferred underwriting fee payable | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 | |
Aggregate deferred underwriting fee payable | 750,000 | |||
Costs reimbursed by underwriters | 750,000 | |||
Registration arrangement consideration | 8,050,000 | |||
Contingent Fees | $ 0 | $ 4,000,000 | $ 0 | |
Initial Public Offering | ||||
Commitments And Contingencies | ||||
Aggregate amount of proceeds | $ 230,000,000 | |||
Share price per share | $ 10 | |||
Number of units issued | 23,000,000 | |||
Anchor investors | ||||
Commitments And Contingencies | ||||
Share price per share | $ 495 | $ 495 | ||
Number of units issued | 1,980,000 | |||
Indirect beneficial interest, shares | 142,187 | 142,187 | ||
Anchor investors | Initial Public Offering | ||||
Commitments And Contingencies | ||||
Number of units issued | 1,980,000 |
Class A Ordinary Shares Subje_6
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | |||||||
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||
Class A ordinary shares subject to possible redemption | $ 2,140,000 | $ 2,140,000 | $ 2,140,000 | ||||
SPRING VALLEY ACQUISITION CORP | |||||||
Temporary Equity [Line Items] | |||||||
Class A ordinary shares subject to possible redemption | $ 232,300,000 | $ 232,300,000 | $ 232,300,000 | ||||
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | |||||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A Ordinary Shares Subject to Possible Redemption. | SPRING VALLEY ACQUISITION CORP | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Gross proceeds from Initial Public Offering | $ 230,000,000 | ||||||
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) | ||||||
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 |
Shareholders' Deficit - Prefe_2
Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||||||
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||
SPRING VALLEY ACQUISITION CORP | |||||||
Temporary Equity [Line Items] | |||||||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued | 0 | 0 | 0 | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | |||||
Class A Ordinary Shares Subject to Possible Redemption. | SPRING VALLEY ACQUISITION CORP | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Shareholders' Deficit - Commo_2
Shareholders' Deficit - Common Stock Shares (Details) - $ / shares | Aug. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||
Class A Common Stock | SPRING VALLEY ACQUISITION CORP | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one | one | one | one | one | ||
Common shares, shares issued (in shares) | 0 | 0 | 0 | 0 | 0 | ||
Common shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | |||||
Class A Ordinary Shares Subject to Possible Redemption. | SPRING VALLEY ACQUISITION CORP | |||||||
Class of Stock [Line Items] | |||||||
Class A common stock subject to possible redemption, issued (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Class B ordinary share | SPRING VALLEY ACQUISITION CORP | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one | one | one | one | one | ||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Aggregated shares issued upon converted basis (in percent) | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% |
Derivative Warrant Liabilitie_3
Derivative Warrant Liabilities (Details) - SPRING VALLEY ACQUISITION CORP - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Public Warrants exercisable term from the closing of the initial public offering | 1 year | ||
Public Warrants expiration term | 5 years | ||
Threshold period for filling registration statement after business combination | 20 days | ||
Maximum threshold period for registration statement to become effective after business combination | 60 days | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Percentage of gross proceeds on total equity proceeds | 60.00% | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | ||
Private Placement Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | 8,900,000 | 8,900,000 | 8,900,000 |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | 11,500,000 | 11,500,000 | 11,500,000 |
Public Warrants expiration term | 5 years | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | 3 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | 3 days | |
Class A Common Stock | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Class A Common Stock | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Share price | $ 9.20 |
Fair Value Measurements - com_2
Fair Value Measurements - company's financial assets and liabilities that are measured at fair value on a recurring basis (Details) - Recurring - SPRING VALLEY ACQUISITION CORP - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | |||
Assets, Fair Value Disclosure [Abstract] | |||
Investments held in Trust Account - Mutual funds | $ 232,344,333 | $ 232,320,939 | $ 232,301,973 |
Public Warrants | Level 1 | |||
Liabilities: | |||
Derivative Warrant Liabilities, Fair Value Disclosure | 22,540,000 | 14,375,000 | |
Private Placement Warrant | Level 1 | |||
Liabilities: | |||
Derivative Warrant Liabilities, Fair Value Disclosure | 14,375,000 | 18,975,000 | |
Private Placement Warrant | Level 2 | |||
Liabilities: | |||
Derivative Warrant Liabilities, Fair Value Disclosure | $ 17,444,000 | ||
Private Placement Warrant | Level 3 | |||
Liabilities: | |||
Derivative Warrant Liabilities, Fair Value Disclosure | $ 14,774,000 | $ 14,685,000 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Changes in the fair value of the derivative warrant liabilities (Details) - Level 3 - SPRING VALLEY ACQUISITION CORP - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Derivative warrant liabilities at the beginning | $ 14,774,000 | $ 0 | $ 14,685,000 |
Issuance of Public and Private Warrants | 22,529,000 | ||
Transfer of Public Warrants to Level 2 | (14,774,000) | (12,650,000) | |
Change in fair value of derivative warrant liabilities | 4,806,000 | 89,000 | |
Derivative warrant liabilities at the end | $ 0 | $ 14,685,000 | $ 14,774,000 |
Fair Value Measurements - Add_2
Fair Value Measurements - Additional information (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair value assets, Transfers from Level 1 to Level 2 | $ 0 | $ 0 |
Fair value assets, Transfers from Level 2 to Level 1 | 0 | 0 |
Fair value assets, Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Fair value liabilities, Transfers from Level 1 to Level 2 | 0 | 0 |
Fair value liabilities, Transfers from Level 2 to Level 1 | 0 | 0 |
Fair value liabilities, Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | $ 0 | $ 0 |
Fair Value Measurements - Lev_2
Fair Value Measurements - Level 3 fair value measurements (Details) - SPRING VALLEY ACQUISITION CORP | Dec. 31, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020 |
Volatility | |||
Derivative Liability, Measurement Input | 20.60 | ||
Level 3 | Exercise price | |||
Derivative Liability, Measurement Input | 11.50 | 11.50 | 11.50 |
Level 3 | IPO Price | |||
Derivative Liability, Measurement Input | 10 | 10 | 10 |
Level 3 | Implied Stock Price Range | |||
Derivative Liability, Measurement Input | 10.03 | 10.03 | 10.12 |
Level 3 | Volatility | |||
Derivative Liability, Measurement Input | 26.60 | 21 | |
Level 3 | Term | |||
Derivative Liability, Measurement Input | 5.50 | 5.70 | |
Level 3 | Risk-free rate | |||
Derivative Liability, Measurement Input | 1.30 | 0.46 | |
Level 3 | Dividend Yield | |||
Derivative Liability, Measurement Input | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | Apr. 04, 2022 | Mar. 29, 2022 | Dec. 13, 2021 |
SailingStone PIPE Investment | |||
Subsequent Event [Line Items] | |||
Aggregate shares | 1,000,000 | ||
Aggregate purchase price | $ 10,000,000 | ||
Class A Common Stock | Initial Subscription Agreements | |||
Subsequent Event [Line Items] | |||
Aggregate shares | 21,300,002 | ||
Sale of stock, price per share | $ 0.0001 | ||
Aggregate purchase price | $ 211,000,000 | ||
Subsequent Event | Additional Subscription Agreement | |||
Subsequent Event [Line Items] | |||
Total anticipated proceeds from the PIPE Investment | $ 235,000,000 | ||
Subsequent Event | Class A Common Stock | Additional Subscription Agreement | Nucor | |||
Subsequent Event [Line Items] | |||
Aggregate shares | 1,500,000 | ||
Aggregate purchase price | $ 15,000,000 |
Balance Sheet
Balance Sheet - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||||
Cash and cash equivalents | $ 42,683 | $ 77,094 | $ 4,864 | ||
Prepaid expenses | 4,147 | 4,147 | 3,976 | ||
Accounts receivable | 7,549 | 4,833 | 2,790 | ||
Total current assets | 54,379 | 86,074 | 11,630 | ||
Noncurrent assets | |||||
Property, plant and equipment, net | 5,569 | 4,960 | 5,025 | ||
In-process research and development | 16,900 | 16,900 | 16,900 | ||
Intangible assets, net | 1,192 | 1,236 | 1,413 | ||
Goodwill | 8,255 | 8,255 | 8,255 | ||
Other assets | 4,777 | 3,772 | 3,834 | ||
Total Assets | 91,072 | 121,197 | 47,057 | ||
Current liabilities | |||||
Accounts payable and accrued expenses | 20,002 | 22,375 | 16,700 | ||
Accrued compensation | 4,788 | 10,552 | 4,993 | ||
Convertible note payable | 14,147 | 14,041 | 13,621 | ||
Promissory note - related party | 20,293 | ||||
Deferred DOE cost share | 104 | 13,358 | |||
Other accrued liabilities | 2,660 | 1,440 | |||
Other accrued liabilities | 1,336 | 1,579 | |||
Total current liabilities | 41,597 | 48,408 | 70,544 | ||
Noncurrent liabilities | 2,976 | 3,245 | |||
Deferred revenue | 642 | 1,415 | 267 | ||
Total liabilities | 45,149 | 52,799 | 74,056 | ||
Mezzanine equity | 2,140 | 2,140 | 2,140 | ||
Members' equity | |||||
Convertible preferred units | 819,694 | 819,694 | 629,089 | ||
Common units | 29,082 | 28,184 | 20,899 | ||
Accumulated deficit | (804,993) | (781,620) | (679,127) | ||
Total members' equity | 43,783 | 66,258 | $ (8,133) | (29,139) | $ 36,658 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | $ 91,072 | $ 121,197 | $ 47,057 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 2,445 | $ 664 | $ 2,862 | $ 600 |
Cost of sales | (1,205) | (406) | (1,770) | (355) |
Gross margin | 1,240 | 258 | 1,092 | 245 |
Other operating expenses | ||||
Research and development | 24,380 | 18,751 | 93,136 | 95,267 |
General and administrative | 10,520 | 7,945 | 46,725 | 37,176 |
Other | 10,188 | 10,021 | 35,531 | 26,645 |
Loss from operations | (43,848) | (36,459) | (174,300) | (158,843) |
Department of Energy cost share | 20,462 | 14,736 | 73,522 | 71,109 |
Interest expense and other | (1,715) | (653) | ||
Net income (loss) | $ (23,373) | $ (22,666) | $ (102,493) | $ (88,387) |
Statements of Mezzanine Equity
Statements of Mezzanine Equity and Members' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Accumulated Deficit | Convertible Preferred Units | Total |
Mezzanine beginning balance at Dec. 31, 2019 | $ 2,140 | |||
Mezzanine (shares) beginning at Dec. 31, 2019 | 6,000 | |||
Mezzanine ending at Dec. 31, 2020 | $ 2,140 | |||
Mezzanine (shares) ending at Dec. 31, 2020 | 6,000 | |||
Beginning Balance at Dec. 31, 2019 | $ 17,187 | $ (590,740) | $ 610,211 | $ 36,658 |
Beginning Balance (in shares) at Dec. 31, 2019 | 5,442 | 532,888 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of convertible preferred units | $ 18,500 | 18,500 | ||
Convertible preferred units issued | 9,635 | |||
Issuance of convertible preferred units | $ 378 | $ 378 | ||
Issuance of convertible preferred units (in shares) | 206 | 206 | ||
Exercise of common unit options | $ 43 | $ 43 | ||
Exercise of common unit options (in shares) | 105 | 105 | ||
Repurchase of common units | $ (49) | $ (49) | ||
Repurchase of common units (in shares) | (55) | (55) | ||
Equity-based compensation expense | $ 3,718 | $ 3,718 | ||
Net loss | (88,387) | (88,387) | ||
Ending Balance at Dec. 31, 2020 | $ 20,899 | (679,127) | $ 629,089 | (29,139) |
Ending Balance (in shares) at Dec. 31, 2020 | 5,492 | 542,729 | ||
Mezzanine ending at Mar. 31, 2021 | $ 2,140 | |||
Mezzanine (shares) ending at Mar. 31, 2021 | 6,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of convertible preferred units | $ 40,500 | $ 40,500 | ||
Convertible preferred units issued | 21,094 | |||
Issuance of convertible preferred units | $ 39 | 39 | ||
Issuance of convertible preferred units (in shares) | 20 | |||
Exercise of common unit options | $ 11 | 11 | ||
Exercise of common unit options (in shares) | 37 | |||
Equity-based compensation expense | $ 3,122 | 3,122 | ||
Net loss | (22,666) | (22,666) | ||
Ending Balance at Mar. 31, 2021 | $ 24,032 | (701,793) | $ 669,628 | (8,133) |
Ending Balance (in shares) at Mar. 31, 2021 | 5,529 | 563,843 | ||
Mezzanine beginning balance at Dec. 31, 2020 | $ 2,140 | |||
Mezzanine (shares) beginning at Dec. 31, 2020 | 6,000 | |||
Mezzanine ending at Dec. 31, 2021 | $ 2,140 | |||
Mezzanine (shares) ending at Dec. 31, 2021 | 6,000 | |||
Beginning Balance at Dec. 31, 2020 | $ 20,899 | (679,127) | $ 629,089 | $ (29,139) |
Beginning Balance (in shares) at Dec. 31, 2020 | 5,492 | 542,729 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of convertible preferred units | $ 190,540 | 190,540 | ||
Convertible preferred units issued | 90,500 | |||
Issuance of convertible preferred units | $ 65 | $ 65 | ||
Issuance of convertible preferred units (in shares) | 32 | 32 | ||
Exercise of common unit options | $ 748 | $ 748 | ||
Exercise of common unit options (in shares) | 3,483 | 3,483 | ||
Repurchase of common units | $ (17) | $ (17) | ||
Repurchase of common units (in shares) | (15) | (15) | ||
Issuance of treasury units | $ 113 | $ 113 | ||
Issuance of treasury units (in shares) | 114 | |||
Equity-based compensation expense | $ 6,441 | 6,441 | ||
Net loss | (102,493) | (102,493) | ||
Ending Balance at Dec. 31, 2021 | $ 28,184 | (781,620) | $ 819,694 | 66,258 |
Ending Balance (in shares) at Dec. 31, 2021 | 9,074 | 633,261 | ||
Mezzanine ending at Mar. 31, 2022 | $ 2,140 | |||
Mezzanine (shares) ending at Mar. 31, 2022 | 6,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common unit options | $ 470 | $ 470 | ||
Exercise of common unit options (in shares) | 2,928 | 2,928 | ||
Repurchase of common units | $ (563) | $ (563) | ||
Repurchase of common units (in shares) | (343) | |||
Issuance of treasury units | $ 20 | 20 | ||
Issuance of treasury units (in shares) | 12 | |||
Equity-based compensation expense | $ 1,021 | 1,021 | ||
Net loss | (23,373) | (23,373) | ||
Ending Balance at Mar. 31, 2022 | $ 29,082 | $ (804,993) | $ 819,694 | $ 43,783 |
Ending Balance (in shares) at Mar. 31, 2022 | 11,671 | 633,261 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (102,493) | $ (88,387) | ||
Adjustments to reconcile net loss to operating cash flow: | ||||
Depreciation | $ 577 | $ 475 | 2,018 | 1,900 |
Amortization of intangible assets | 44 | 44 | 177 | 178 |
Equity-based compensation expense | 1,021 | 3,122 | 6,441 | 3,718 |
Accrued interest on convertible note payable | 127 | 701 | ||
Net noncash change in right of use assets and lease liabilities | 406 | 378 | 1,501 | 1,486 |
Changes in assets and liabilities: | ||||
Prepaid expenses and other assets | (1,371) | 91 | (1,540) | (462) |
Accounts receivable | (2,716) | (7,071) | (2,043) | 18,042 |
Accounts payable and accrued expenses | (646) | (5,525) | 5,886 | 6,493 |
Lease liability | (452) | (411) | (1,650) | (1,594) |
Deferred DOE cost share | (105) | 161 | (13,254) | 13,358 |
Deferred revenue | (773) | (32) | 1,148 | 224 |
Accrued compensation | (5,763) | 1,647 | 4,520 | (2,892) |
Net cash used in operating activities | (33,151) | (29,787) | (99,162) | (47,235) |
Cash Flows from Investing Activities | ||||
Purchases of property, plant and equipment | (1,187) | (111) | (1,952) | (3,526) |
Net cash used in investing activities | (1,187) | (111) | (1,952) | (3,526) |
Cash Flows from Financing Activities: | ||||
Proceeds from debt issuance | 22,700 | 23,000 | ||
Repayment of debt | (20,000) | (3,000) | ||
Proceeds from short-term borrowings | 27,200 | |||
Repayment of short-term borrowings | (27,200) | |||
Proceeds from sale of convertible preferred units | 40,500 | 192,500 | 18,500 | |
Proceeds from exercise of common unit options | 470 | 11 | 748 | 43 |
Repurchase of common units | (563) | (17) | (49) | |
Issuance of treasury units | 20 | 113 | ||
Net cash used in financing activities | (73) | 63,211 | 173,344 | 38,494 |
Net change in cash | (34,411) | 33,313 | 72,230 | (12,267) |
Cash and cash equivalents: | ||||
Cash - beginning of the period | 77,094 | 4,864 | 4,864 | 17,131 |
Cash - ending of the period | $ 42,683 | 38,177 | 77,094 | 4,864 |
Summary of noncash investing and financing activities: | ||||
Conversion of accounts payable to convertible preferred units | $ 39 | 65 | 378 | |
Capital expenditures in accounts payable | 290 | |||
Equity issuance fees | 1,960 | |||
Increase in lease liability | $ 846 | |||
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | $ 1,478 |
The Company
The Company | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations | ||
The Company | 1. Nature of Business Organization and Operations NuScale Power, LLC (“NuScale” or the “Company”), is a limited liability company organized in the State of Oregon in June 2011. The Company is majority owned by Fluor Enterprises, Inc., a subsidiary of Fluor Corporation. The Company is commercializing a modular, scalable 77 megawatt electric (gross) Light Water Reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University. | 1. The Company Organization NuScale Power, LLC (“NuScale” or the “Company”), is a limited liability company organized in the State of Oregon in 2011. The Company is majority owned by Fluor Enterprises, Inc., a subsidiary of Fluor Corporation. Operations The Company is commercializing a modular, scalable 77 megawatt (gross) electric Light Water Reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University (“OSU”). The Company also uses the test facility at OSU through a technology transfer agreement. The following represents key milestones in the development of this technology: ● December 2016: DCA completed ● January 2017: DCA submitted to the NRC ● March 2017: DCA accepted for review by the NRC ● August 2020: NRC issued the Final Safety Evaluation Report (“FSER”) The FSER represents the NRC’s completion of its technical review and approval of the NuScale SMR design. With this final phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NuScale design. All the Company’s operations and long-lived assets were attributable to operations in the United States as of and for the years ended December 31, 2021 and 2020. U.S. Department of Energy Funding Beginning in 2014, the U.S. DOE has provided critical funding to NuScale through a series of cooperative agreements which support ongoing commercialization activities. The agreements which were active during 2021 and 2020 are discussed below. U.S. Department of Energy Phase Two NuScale SMR First of a kind (“FOAK”) Nuclear Demonstration Readiness Project (Award 8820) The DOE issued the second phase of the “SMR FOAK Nuclear Demonstration Readiness Project” (“Award 8820”) in October 2018. The activities under this award were required to ensure both design completion and supply chain readiness to meet a commercial operation date of 2026 for the first NuScale plant. The award initially consisted of NuScale cost share of $40,000 (50%) and the government cost share of $40,000 (50%). However, in December 2018, the award was revised to reduce the Company’s cost share from 50% to 46%. This increased the amount the Company is eligible to receive under the award to $43,200. Cumulative cash received through December 31, 2021 totaled $41,854 with the remainder obligated and included in accounts receivable presented on the balance sheet. The period of performance under Award 8820 concluded in September 2019. U.S. Department of Energy NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion (Award 8928) In February 2020, the Company was awarded up to $350,000 under “SMR FOAK Nuclear Demonstration Readiness Project Completion” (“Award 8928”). This program is expected to complete all remaining licensing activities, first-of-a-kind engineering, supply chain development, testing and other required activities to have the NuScale SMR ready to enable timely client project deployment. The award consisted of NuScale cost share of $350,000 (50%) and the government cost share of $350,000 (50%). NuScale was permitted to request reimbursement of 73% of its program costs from August 2019 through September 2020. Because the government’s cost share of total program funds must be no more than 50% over the duration of the 5 year award, 23% of the reimbursement requests made for the August 2019 through September 2020 costs were deferred and recognized as a liability in the accompanying balance sheet. At December 31, 2021, $10,237 of deferred DOE cost share is netted in related DOE accounts receivable due to a right of offset. No amounts were eligible to be offset at December 31, 2020. These deferred reimbursement costs will be recognized as future reimbursement requests are made at less than 50%. Cumulative cash received through December 31, 2021 was $158,317, while $12,183 is still obligated under the current budget period, $1,972 of which is included in accounts receivable. U.S. Department of Energy Carbon Free Power Project Award (Award 8369) In April 2015, the Company was awarded an Assistance Agreement, “Site Permitting and Licensing of the NuScale Small Modular Reactor”. Utah Associated Municipal Power Systems was identified as a sub-recipient under the Carbon Free Power Project (“CFPP”) award. UAMPS is considering developing, constructing and owning a 462 MWe (gross) nuclear powered energy center using NuScale’s SMR technology. The CFPP award consisted of government cost share of $16,617 (50%) and NuScale and UAMPS cost share of $16,617 (50%) to facilitate site permitting and related licensing activities. In January 2019 the DOE renewed the award extending the period of performance through December 2023 and increasing the total amount of the award to $126,694. The cost sharing percentages remained at government cost share of 50% and NuScale and UAMPS cost share of 50% of the total award. This award was later amended to consist of government cost share of $8,250 (50%) and NuScale and UAMPS cost share of $8,250 (50%). Cumulative cash received through December 31, 2021 was $7,451, with an additional $70 obligated and included in accounts receivable. The remaining $729 was paid by the DOE to a third party, in accordance with the Award, for services provided. The period of performance under this award ended October 31, 2021 due to UAMPS applying as prime recipient for Award 8935. NuScale has no cost share under Award 8935. Subsequently, an “Agreement for a Cost Sharing Option Associated with the Siting and Licensing of a Small Modular Reactor” and a “Subaward Agreement between the Company and UAMPS” were executed in December 2015. These agreements were subsequently amended various times. Under these amended agreements, NuScale will reimburse UAMPS 25% of the UAMPS project costs associated with the CFPP award up to a maximum of $4,100. Under the amended agreements, when UAMPS submits the combined construction and operating license application, it will pay NuScale an amount equal to the sum of all CFPP project costs reimbursed by NuScale. Upon such payment, UAMPS will assume full ownership interest in all project assets free of any claim by NuScale. Going Concern The Company’s financial statements have been prepared on a basis which assumes that it will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has incurred and expects to continue to incur net losses and negative operating cash flow. Management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other businesses. Consequently, the Company’s continued existence is dependent upon its ability to obtain additional sources of funding to support its ongoing operations. DOE Award 8928 was issued in February 2020. Total cash received under this award during 2021 and 2020 was $57,817 and $100,500, respectively. However, no formal assurances of additional obligations from the DOE can be provided. In addition, the Company received proceeds from the sale of convertible preferred units of $192,500 during 2021 and is pursuing a variety of additional funding sources to support the continuation of operations, including a planned merger with Spring Valley Acquisition Corp. While the Company has historically been successful in obtaining the capital necessary to support its operations, there is no assurance that the Company will be able to secure additional equity capital or other financing. As a result, management has concluded there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company is unable to continue as a going concern. Liquidity The Company is devoting substantially all of its efforts in developing its product. It has raised $753,306 of new equity financing, primarily from Fluor, since 2011. Beginning in 2011, Fluor and the Company entered into at the money option agreements whereby Fluor has the right, but not the obligation, to purchase Convertible Preferred Units ("CPUs"). Under these agreements, Fluor invested $10,000 to purchase 5,208 CPUs at $1.92 in 2020. No investments were made in 2021. All agreements are expired and none were outstanding at December 31, 2021 and 2020. During 2021 and 2020 the Company received proceeds from the sale of convertible preferred units of $192,500 and $8,500, respectively. See footnote 9 for further description. Merger with Spring Valley In December 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger (such surviving entity, the “Surviving Company”), Spring Valley will be renamed NuScale Power Corporation, and the Company will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. In connection with the Merger, each CPU of the Company will be converted into a certain number of common units, and each NuScale common unit will receive a certain number of Surviving Company Class B common units and non-economic voting shares of NuScale Power Corporation Class B common stock. Holders of Surviving Company Class B common units will have the right to exchange each Surviving Company Class B common unit they hold, together with the cancelation for no consideration of one share of NuScale Power Corporation Class B common stock, for one share of NuScale Power Corporation Class A common stock (or cash), subject to certain restrictions. The convertible loan held by Fluor, identified in the balance sheet as convertible note payable, will be converted into NuScale common units (which will then receive Surviving Company Class B common units and non-economic voting shares of NuScale Power Corporation Class B common stock). In connection with the Merger Agreement, Spring Valley also entered into subscription agreements with investors to purchase shares of NuScale Power Corporation Class A common stock for $211,000. These investments are contingent on the closing of the Merger. Additionally, $30,000 of these investments were contingent on the entry into definitive documents between the investor, Fluor Corporation and NuScale with respect to certain ancillary commercial arrangements, which were satisfied in February 2022. The Merger is expected to close in the first half of 2022, subject to customary closing conditions. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates, judgments and assumptions. NuScale believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, depreciation, amortization, in-process research and development, asset valuations, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include demand deposits at financial institutions and short-term, highly liquid investments that satisfy the definition of cash equivalents. Accounts Receivable Accounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. At December 31, 2021, accounts receivable are presented net of $10,237 of related deferred DOE cost share liabilities that have the right of offset. No amounts were eligible to be offset at December 31, 2020. Reimbursement under the awards are included in Department of Energy Cost Share in the Statement of Operations. In-process Research and Development (“IPR&D”) IPR&D represents incomplete research and development projects that had not reached technological feasibility as of their acquisition date in 2011. Due to the nature of IPR&D, the expected life is indefinite and it will be evaluated periodically for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. IPR&D was concluded to include both fundamental and defensive technologies comprised of OSU licensed and NuScale owned patented and unpatented technology and trade secrets. Such technologies are designed to work together in the operation of a nuclear power module. The value assigned to IPR&D was determined by considering the Company’s development plan, estimating costs to develop the IPR&D into a commercially viable product, estimating the resulting net cash flows from the project when completed and discounting the net cash flows using a discount rate of 20% to their present value. The IPR&D is anticipated to begin generating cash flows in 2026 and is expected to contribute to all of the Company’s revenues for the foreseeable future after being placed in service. IPR&D is amortized over its estimated useful life once technological feasibility is reached. As the Company has not yet completed all designing, coding and testing activities, management has determined that technological feasibility has not yet been reached. We test IPR&D for impairment at least annually, (in the fourth quarter) or more frequently if we determine an event or changes in circumstances indicate that it is more likely than not that it is impaired, until such time as the research and development efforts are completed or abandoned. If the research and development efforts are abandoned, the related costs will be written off in the period of such determination. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not the fair value of the IPR&D is less than the carrying value and if so, we perform a quantitative test. The Company determines fair value by discounting projected future cash flows of the IPR&D asset. Any impairment loss is recognized in our results of operations. We performed our annual impairment test of the IPR&D by performing a qualitative assessment and did not identify any indicators of impairment. Revenue Recognition In addition to advancing the commercialization of its SMR, the Company provides engineering services to customers. The Company recognizes fixed price contract revenue with multiple performance obligations as each obligation is completed. The Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on contracts that have not been billed to customers is classified as a current asset under accounts receivable on the balance sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under deferred revenue. The Company recognizes time and material contracts revenue over time, matching continuous transfer of control to the customer. The Company accounts for these contracts as a single performance obligation and recognizes revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The Company excludes from its measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales. Customer payments on contracts are typically due within 30 days of billing, depending on the contract. The Company generally provides limited warranties for work performed under its engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and deposits, accounts payable, accrued expenses and convertible note payable approximates fair value due to their short maturities. Property, Plant and Equipment All additions, including betterments to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation is derecognized with any gain or loss recorded in the year of disposition. Depreciation is based on the estimated useful lives of the assets using the straight-line method. Furniture and fixtures are depreciated over useful lives of seven years. Computer software is depreciated over useful lives of three Internal Use Software The costs associated with developing, purchasing or otherwise acquiring software for internal use are capitalized and amortized over the expected useful life of three years. During 2021 and 2020, software purchased from third parties and capitalized (including items in development and not yet in service) was $2,115 and $3,307, respectively. Leases The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of December 31, 2021 and 2020, the Company has only operating leases. The Company’s right-of-use assets relate to office facilities, some of which include one or more options to renew, with renewal terms that can extend the lease term up to 5 years. The exercise of the lease renewal is at the Company’s discretion. Renewal periods are included in the expected lease term if they are reasonably certain of being exercised by the Company. None of the Company’s lease agreements contain material residual value guarantees or material restrictions or covenants. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term leases relate to office facilities or office equipment. Long-Lived Assets Long-lived assets including primarily property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If this review indicates that the carrying amount will not be recoverable, as determined based on comparing the estimated undiscounted future cash flows to the carrying amount, impairment is measured by comparing the carrying amount to fair value. No impairment charges were incurred for the years ended December 31, 2021 and 2020. Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of a business acquired in a purchase business combination. Goodwill is not amortized. We evaluate goodwill for impairment at least annually (in the fourth quarter), or more frequently if we determine an event or changes in circumstances indicate that it is more likely than not that it is impaired. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of the reporting unit is less than the carrying value and if so, we perform a quantitative test. Should the quantitative test be used, we compare the carrying value of net assets to the estimated fair value of the Company, as we have one reporting unit. If the carrying value of the Company exceeds its fair value, an impairment loss (limited to the total amount of goodwill) is recognized in our results of operations. We completed our annual goodwill impairment evaluation using a qualitative assessment, resulting in no impairment. Mezzanine Equity The Company has issued equity units that feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. Accordingly, those units are presented as mezzanine equity, outside of members’ equity at their issuance date fair value. The Company assesses whether the equity units have become redeemable or the probability that the equity units will become redeemable in determining whether to record subsequent changes to fair value. Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the grantee is required to provide service in exchange for the award. The straight-line recognition method is used for awards subject to graded vesting based only on a service condition. The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price volatility and expected option lives to value equity-based compensation. Equity-based compensation is recorded as both a general and administrative (“G&A”) expense and other expense in the statements of operations. Segment Information The Company has determined that its Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”) are its chief operating decision makers (“CODMs”). The CODMs review financial information presented for purposes of assessing performance and making decisions on how to allocate resources at the overall company level. The Company has determined that it currently operates in a single segment, though it will periodically revisit the information used by its CODMs to allocate resources and to manage the operations as it nears commercialization and deployment of its NPMs. Income Taxes The Company is a limited liability company that is treated as a partnership for tax purposes with each of the members accounting for their share of the tax attributes and liabilities. Accordingly, there are no current Research and Development Research and development expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 3. Leases Information related to right-of-use assets and lease liabilities is as follows: Balance Sheet As of December 31, Lease Assets and Liabilities Classification 2021 2020 Right-of-use Assets Operating lease assets Other assets $ 1,268 $ 2,699 Total right-of-use assets 1,268 2,699 Lease Liabilities Operating lease liabilities, current Other accrued liabilities 1,190 1,579 Operating lease liabilities, noncurrent Noncurrent liabilities 211 1,401 Total lease liabilities $ 1,401 $ 2,980 Supplemental information related to the Company’s leases follows: As of December 31, 2021 2020 Right-of-use assets obtained in exchange for new operating leases $ — $ 846 Weighted-average remaining lease term – operating leases 1.05 years 1.93 years Weighted average discount rate-operating leases 3.35 % 3.38 % The remaining lease payments under the Company’s leases follows: Year ended December 31, Operating Leases 2022 $ 1,210 2023 214 Total lease payments $ 1,424 Less: interest (23) Present value of lease liabilities $ 1,401 Lease expense was $1,695 and $1,874 for 2021 and 2020, respectively and is included in general and administrative expenses in the statement of operations. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | ||
Property, Plant and Equipment | 6. Property, Plant and Equipment Property, plant and equipment consisted of the following: March 31, December 31, (in thousands) 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 5,638 5,638 Software 16,423 15,227 Test equipment 347 347 Leasehold improvements 2,689 2,689 25,270 24,074 Less: Accumulated depreciation (21,209) (20,632) Add: Assets under development 1,508 1,518 Net property, plant and equipment $ 5,569 $ 4,960 | 4. Property, Plant and Equipment Property, plant and equipment consisted of the following at December 31: 2021 2020 Furniture and fixtures $ 173 $ 173 Office and computer equipment 5,638 5,436 Software 15,227 13,251 Test equipment 347 347 Leasehold improvements 2,689 2,689 24,074 21,896 Less: Accumulated depreciation (20,632) (18,614) Add: Assets under development 1,518 1,743 Net property, plant and equipment $ 4,960 $ 5,025 |
Intangible Assets, Redeemable C
Intangible Assets, Redeemable Common Units and Mezzanine Equity | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Redeemable Common Units and Mezzanine Equity | |
Intangible Assets, Redeemable Common Units and Mezzanine Equity | 5. Intangible Assets, Redeemable Common Units and Mezzanine Equity In 2007, NuScale entered into a patent license agreement (the “Agreement”) with OSU, which granted the Company a worldwide, exclusive license under three patents. In 2015, NuScale entered into a “Purchase, Sale and License Agreement” (“PLA”) with OSU, whereby OSU sold and assigned to NuScale certain patent and intellectual property rights, including the patent intellectual property rights that OSU formerly exclusively and non-exclusively licensed to NuScale under the Agreement; and granted NuScale a license to use, reproduce, prepare derivative works of, distribute, transmit, publicly perform, and publicly display the testing data. As consideration for the PLA, NuScale issued a cash payment of $1,000 upon execution of the agreement as well as on-going $25 quarterly cash payments continuing until the earlier of (i) such time as NuScale completes the sale of its first commercial-scale nuclear module (exclusive of modules designated to validate the operability of a NuScale module) to a commercial customer or (ii) expiration of the term of the last valid claim under the assigned patents to expire. Additionally, NuScale will make royalty payments to OSU on the sale of NuScale’s first and subsequent commercial-scale nuclear modules to a commercial customer as follows: (i) 0.25% of the then current commercial price paid to NuScale for the first twenty-four ( 24 ) NuScale modules sold to commercial customers. (ii) 0.15% of the then current commercial price paid to NuScale for the next twelve ( 12 ) NuScale modules sold to commercial customers. Under the Agreement, the Company granted OSU 2,750 common units valued at a weighted average price per unit of $0.25 determined on their respective grant date. Additionally, under the PLA, NuScale granted OSU 3,250 common units valued at $0.45 per unit on the grant date, resulting (in addition to the cash payment of $1,000) in a value assigned to the patents of $2,462 which is being amortized on a straight line basis over the remaining life of the patents which range from 2028 to 2034. The gross carrying amount of the patents, and the associated accumulated amortization was $2,462 and $1,226, respectively, at December 31, 2021 and $2,462 and $1,049, respectively, at December 31, 2020. Estimated amortization expense for each of the five succeeding years is expected to be $178 per year. OSU’s common units feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. The redemption right is only available to OSU if the U.S. Nuclear Regulatory Commission issues a written determination that the ownership of these common units creates a conflict of interest. It is not probable that this event, which is outside the control of the Company, will occur. Accordingly, the 6,000 OSU common units subject to possible redemption are presented as mezzanine equity, outside of members’ equity. The Company has not adjusted the carrying value of the outstanding common units subject to the redemption feature because it is not probable the redemption right will be exercised. Commencing on the effective date of the agreement and continuing until such time as NuScale completes the sale of its first commercial-scale nuclear module to a commercial customer, OSU shall have the right, but not the obligation, to sell all of its then current common share holdings in NuScale Holdings and all of its then current common units in NuScale (collectively the “NuScale Shares”) to NuScale if, but only if, the NRC issues a written determination that : (a) OSU’s ownership of the NuScale Shares creates a conflict of interest for OSU; and (b) OSU must divest the entirety of such NuScale Shares in order to continue performing work on NuScale’s behalf for certification of the NuScale reactor design. In the event OSU exercises such option, the parties shall enter into a Share Purchase and Sale Agreement, in form and substance reasonably acceptable to each party, pursuant to which OSU would agree to sell and NuScale would agree to purchase all of the NuScale Shares for a price equal to the then current market value of the NuScale Shares as determined by a valuation firm reasonably acceptable to both OSU and NuScale. Payments made to OSU for research and testing were $893 and $1,104 for years ended December 31, 2021 and 2020, respectively. Amounts payable to OSU included in accounts payable and accrued expenses were $150 and $186 at December 31, 2021 and 2020, respectively. |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Notes Payable | ||
Notes Payable | 7. Notes Payable Convertible Note Payable In September 2011, NuScale entered into a convertible loan agreement with Fluor in the amount of $10,281 with a maturity date of September 30, 2013. The loan has been extended annually and is now due on June 30, 2022. The debt is convertible at Fluor’s option at the original issue price per unit of the Company’s next round of financing securities amounting to no less than $16,000. At March 31, 2022, the convertible debt outstanding was $14,147, comprised of the original borrowing of $11,331 less the amortized premium of $1,050 plus accrued interest of $3,866. In April 2022, Fluor elected to convert all of their outstanding debt, totaling $14,181, to 8,258 common units at a price per unit of $9.91, which is equivalent to the PIPE price per unit received in conjunction with the Merger agreement described in footnote 3. Other Notes Payable In January, 2021, NuScale signed a Line of Credit Promissory Note with Fluor in the amount of $30,000. Fluor advanced the Company $27,200 under this agreement all of which was repaid in June, 2021. | 6. Notes Payable Convertible Note Payable In September 2011, NuScale signed a convertible loan agreement with Fluor in the amount of $10,281 with a maturity date of September 30, 2013. The loan has been extended annually and is due on June 30, 2022. The debt is convertible into NuScale convertible preferred units at Fluor’s option at the original issue price per unit of the Company’s next round of financing securities amounting to no less than $16,000. At December 31, 2021, the convertible debt outstanding was $14,041, comprised of the original borrowing of $11,331 less the amortized premium of $1,050 plus accrued interest of $3,760. Other Notes Payable In September and October 2020, NuScale signed loan agreements (“2020 Notes”) with Fluor in the aggregate amount of $20,000. NuScale was required to pay all unpaid amounts of principal and interest on the earlier of June 30, 2021 or the date by which the Company raised an aggregate of $40,000 or greater from the sale of preferred equity to one or more investors. In January 2021, NuScale signed a Line of Credit Promissory Note (“LOC”) with Fluor allowing the Company to borrow funds in a series of draws up to a total principal sum of $30,000. NuScale was required to pay all unpaid amounts of principal and interest on the earlier of August 31, 2021 or the date by which the Company raised an aggregate of $40,000 or greater from the sale of preferred equity to one or more investors. This agreement was later extended through December 31, 2021. In April 2021, the Company used a portion of the proceeds received from a preferred units purchase agreement to pay all outstanding principal and interest and retire the 2020 Notes. In June 2021, the Company used a portion of proceeds received from preferred units purchase agreements to repay the remaining unpaid interest and the principal balance of $27,200 associated with the LOC. The LOC expired at December 31, 2021. |
Employee Benefits
Employee Benefits | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Employee Benefits | ||
Employee Benefits | 8. Employee Benefits 401(k) Plan The Company sponsors a defined contribution 401(k) Plan with contributions to be made at the sole discretion of the management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense recorded for the 401(k) Plan was $672 and $425 for the three months ended March 31, 2022 and 2021, respectively. | 7. Employee Benefits 401(k) Plan The Company sponsors a defined contribution 401(k) Plan with Company contributions to be made at the sole discretion of the management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense for the 401(k) Plan was $1,878 and $1,813 for 2021 and 2020, respectively. |
Members' Equity
Members' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Mezzanine and Members' Equity | ||
Shareholders' Deficit | 9. Mezzanine and Members’ Equity Convertible Preferred Units The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”). The Company entered into a Preferred Units Purchase Agreement with JGC Holdings Corporation (“JGC”) in March 2021 for $40,000, or $1.92 per CPU. In addition to, and in connection with this agreement, the Company entered into a Business Collaboration Agreement (“BCA”) with JGC whereby the Company has committed to award JGC a specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the BCA. Common Units The Company’s common units reported in mezzanine equity feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. The redemption right is only available to the holders of the common units if the U.S. Nuclear Regulatory Commission issues a written determination that the ownership of these common units creates a conflict of interest. It is not probable that this event, which is outside our control, will occur. Accordingly, the 6,000 common units subject to possible redemption is presented as mezzanine equity, outside of members’ equity. The Company has not adjusted the carrying value of these common units subject to the redemption feature because it is not probable the redemption right will be exercised. The LLC Agreement authorizes the Company to issue 96,800 common units for purposes of equity compensation. As of March 31, 2022, there were 475 unit options available to issue. | 8. Members’ Equity The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”). Limitations of Liability A member’s liability is limited by such member’s share of the Company’s assets. However, the member is required to return to the Company any distribution made to it in clear and manifest accounting or similar error. Convertible Preferred Units The LLC Agreement authorizes the Company to issue CPUs, which may be divided into one or more types, classes or series. During 2021 and 2020, the Company entered into a Preferred Units Purchase Agreement (or an amendment to an existing agreement) with the following investors: Date Investor Price per CPU Investment August, 2020 Fluor Enterprises $ 1.92 $ 10,000 November, 2020 Sargent & Lundy, L.L.C. (1) 1.92 8,000 October, 2020 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 January, 2021 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 March, 2021 Japan NuScale Innovation, LLC(1) 1.92 40,000 May, 2021 Japan NuScale Innovation, LLC (1) 2.19 20,000 June, 2021 GS Energy Corporation(1) 2.19 40,000 July, 2021 Doosan Heavy Industries & Construction Co., Ltd (1) 2.19 25,000 July, 2021 Next Tech 3 New Technology Investment 2.19 35,000 July, 2021 Sarens Nuclear & Industrial Services, LLC(1) 2.19 4,000 July, 2021 Sargent & Lundy, L.L.C. (1) 2.19 8,000 July, 2021 Samsung C&T Corporation (1) 2.19 20,000 (1) In addition to, and in connection with, entering into Preferred Units Purchase Agreements with these strategic investors, the Company entered into a Business Collaboration Agreement (“BCA”), or amendment thereto, with the strategic investor or its affiliate, whereby the Company has committed to award the strategic partner or its affiliate specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the respective BCAs. The Company has certain agreements to pay for services rendered through the issuance of CPUs. During 2021 the Company issued 32 CPUs for services rendered valued at $65 under these agreements. The Company issued 206 CPUs for services rendered valued at $378 under these agreements during 2020. There were 633,261 and 542,729 CPUs issued and outstanding as of December 31, 2021 and 2020, respectively. Conversion Each CPU may be converted, at the option of the member holding such CPU, at any time, into the number of common units equal to the Common Equivalent Ratio in effect at the time of conversion. The Common Equivalent Ratio means the Convertible Preferred Original Issue Price of each series divided by the Common Equivalent Price then in effect. Convertible Preferred Common Equivalent Common Equivalent Convertible Preferred Series Original Issue Price Issue Price Ratio Units Issued A $ 1.00 $ 1.00 100 % 336,826 A‑1 $ 1.31 $ 1.31 100 % 67,674 A‑2 $ 1.42 $ 1.42 100 % 68,349 A‑3 $ 1.59 $ 1.59 100 % 60,091 A‑4 $ 1.92 $ 1.92 100 % 30,903 A‑5 $ 2.19 $ 2.19 100 % 69,418 Voting Holders of CPUs have voting rights equivalent to the number of CPUs held multiplied by the Common Equivalent Ratio, as defined, which was set at 100% at the time of the Company’s recapitalization in 2011. Preferred Return The CPUs have a 10.0% cumulative preferred return per year compounded quarterly on the unreturned preferred capital, beginning on the date such CPU was issued. The accumulated preferred return as of December 31, 2021 and 2020 not reflected in the statement of members’ equity was $550,942 and $429,791, respectively. Distributions The Board of Managers may direct the Company to make distributions. Such distributions are to be made in the following order: ● CPU holders receive their unpaid 10% cumulative preferred return until reduced to zero, ● CPU holders receive their aggregate unreturned preferred capital with respect to their CPUs held until reduced to zero, ● Holders of common units receive amounts equal to that distributed to CPU holders on an as-converted basis, and ● Holders of CPU and common units receive their Common Participating Interests, as defined in the LLC Agreement. Common Units The LLC Agreement authorizes the Company to issue common units. Each common unit is entitled to one vote. During 2021 and 2020, options to purchase 3,483 and 105 common units were exercised resulting in proceeds of $748 and $43, respectively. During 2021 and 2020 the Company repurchased 15 and 55 common units, respectively, from previously terminated employees for the original price of $4 and $22 and a premium of $13 and $27, respectively. The LLC Agreement authorizes the Company to issue common units for purposes of equity compensation. During 2021, the board of managers increased the number of common units reserved under the Company’s equity incentive plan to 96,800. As of December 31, 2021 there were 1,525 options available to issue for the purchase of common units. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity-Based Compensation | ||
Equity-Based Compensation | 10. Equity-Based Compensation Unit options are granted at an exercise price equal to the fair market value of the Company’s common units at the date of grant. The following table summarizes the activity relating to the Plan: Number of Weighted Average Unit Options Units Exercise Price Outstanding at December 31, 2021 88,878 $ 0.63 Granted 1,201 1.65 Exercised (2,928) 0.16 Forfeited (92) 1.23 Expired (59) 0.50 Outstanding at March 31, 2022 87,000 0.66 Exercisable at March 31, 2022 73,817 0.57 The total compensation expense recognized for common unit options vested during three months ended March 31, 2022 and 2021 was $1,021 and $3,122, respectively. This includes G&A expense of $444 and other expense of $577 for the three months ended March 31, 2022 and $1,659 of G&A expense and $1,463 in other expense for the three months ended March 31, 2021. The remaining unrecognized compensation expense related to nonvested awards as of March 31, 2022 was $9,194. The Company expects to recognize this compensation expense over the weighted average remaining recognition period of 2.44 years, subject to forfeitures that may occur during that period. The Company measures the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. The weighted-average grant date fair value of options granted during the three months ended March 31, 2022 was $1.09. The following assumptions were used in determining the fair value of options granted during the three months ended March 31: 2022 Risk-free interest rate 1.44 % Expected dividend yield NA Expected option life 6.25 years Expected price volatility 73.98 % Common Unit Appreciation Rights In April 2013, the Company granted its Chief Executive Officer 1,000 common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder will receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise. The Company measured the fair value of each UAR at the date of grant using a Black-Scholes option pricing model. The assumptions used in the Black Scholes model are the same as those utilized in determining the fair value of options to purchase common units outlined above. The weighted average fair value of UARs granted was $0.06. In February 2022, the Board of Managers approved a $1,540 cash payment (included in other accrued liabilities on the Condensed Balance Sheet) in lieu of equity issuance related to the UARs, which triggered recognition of | 9. Equity-Based Compensation Unit Option Plan The NuScale Power, LLC 2011 Equity Incentive Plan (the “Plan”) was approved in 2011 by the Board of Managers and amended (the “Amendment”) at various times . Unit options are granted at an exercise price equal to the fair value of the Company’s common units at the date of grant. Unit options granted generally become exercisable 25% after one year of service and on a monthly basis over three years of service thereafter. In February 2014, the Board of Managers approved amendments to the Company’s “Amended and Restated Equity Incentive Plan” and unit option agreements. The amendments generally allow terminated and retiring employees with over five years of service to the Company an extended period of time, up to the expiration of the option, during which to exercise their fully vested options when employment ceases. The following table summarizes the activity relating to the Plan for the year ended December 31, 2021: Weighted Average Unit Options Number of Units Exercise Price Outstanding at December 31, 2020 74,824 $ 0.49 Granted 19,362 1.11 Exercised (3,483) 0.21 Forfeited (653) 0.99 Expired (1,172) 0.45 Outstanding at December 31, 2021 88,878 0.63 Exercisable at December 31, 2021 75,506 0.55 The total fair value of options that vested during 2021 and 2020 was $6,291 and $3,673, respectively. These options had no intrinsic value. The weighted average remaining contractual term for all options outstanding at December 31, 2021 was 5.64 years and the remaining weighted average contractual term of options exercisable was 5.01 years. The total compensation expense recognized for common unit options vested in 2021 and 2020 was $6,441 and $3,718, respectively. This includes G&A expense of $3,257 and other expense of $3,184 in 2021 and $3,718 of G&A expense in 2020. The remaining unrecognized compensation expense related to nonvested awards as of December 31, 2021 was $8,979. The Company expects to recognize this compensation expense over the weighted average remaining recognition period of 2.48 years, subject to forfeitures that may occur during that period. The Company measures the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. The following assumptions were used in determining the fair value of options granted: 2021 2020 Risk-free interest rate 0.62% – 1.31% 0.37% – 0.59% Expected dividend yield NA NA Expected option life 6.25 years 6.25 years Expected price volatility 64.60% – 73.98% 64.6% – 69.21% The Company estimates the expected term of options granted based on historical experience and expectations. The Company uses the treasury yield curve rates for the risk-free interest rate in the option valuation model with maturities similar to the expected term of the options. Volatility is determined by reference to the actual volatility of several publicly traded companies that are similar to the Company in its industry sector. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. Forfeitures are recognized as they occur. All equity-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards. The weighted-average grant date fair value of options granted for the year ended December 31, 2021 and 2020 was $0.72 and $0.56, respectively. Common Unit Appreciation Rights In April 2013, the Company granted its Chief Executive Officer 1,000 common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder will receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise. The Company measured the fair value of each UAR at the date of grant using a Black-Scholes option pricing model. The assumptions used in the Black Scholes model are the same as those utilized in determining the fair value of options to purchase common units outlined above. The weighted average fair value of UARs granted was $0.06. In February 2022, the Board of Managers approved a $1,540 cash payment in lieu of equity issuance related to the UARs, which triggered recognition of $1,480 of equity-based compensation expense. |
Related Party Transactions_2_3
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | ||
Related Party Transactions | 11. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the three months ended March 31, 2022 and 2021, NuScale incurred expenses of $3,601 and $3,193, respectively, related to such arrangements. As of March 31, 2022 and 2021, NuScale owes Fluor, as accounts payable, amounts totaling $2,100 and $1,021, respectively. For the three months ended March 31, 2022 and 2021, NuScale earned revenue of $1,561 and $441, respectively. | 10. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the years ended December 31, 2021 and 2020, NuScale incurred expenses of $18,113 and $4,452, respectively. As of December 31, 2021 and 2020, NuScale owes Fluor, as accounts payable, amounts totaling $3,731 and $1,949, respectively. For the years ended December 31, 2021 and 2020, NuScale earned revenue of $1,553 and $0, respectively. |
Commitments and Contingencies_4
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 12. Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with Utah Associated Municipal Power Systems (“UAMPS”) Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is | 11. Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with UAMPS Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is $57,000. As of December 31, 2021 the net development costs incurred by UAMPS totals $5,204. We are currently in compliance and expect to remain in compliance with all related performance criteria. |
Subsequent Events_2_3
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events | ||
Subsequent Events | 13. Subsequent Events On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) described in footnote 3 was completed, resulting in NuScale surviving the merger and Spring Valley changing its name to NuScale Power Corporation. NuScale will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. The Transaction resulted in NuScale receiving cash in the amount of $341,000, consisting of $235,000 in PIPE funding and $145,300 in cash in trust, partially offset by transaction costs of $39,300. An evaluation of subsequent events has been performed through May 12, 2022, the date that the financial statements were issued, for purposes of disclosure and recognition. | 12. Subsequent Events An evaluation of subsequent events has been performed through March 11, 2022, for purposes of disclosure and recognition and is the date that the financial statements were issued. |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates, judgments and assumptions. NuScale believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, depreciation, amortization, in-process research and development, asset valuations, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and Cash Equivalents Cash and cash equivalents include demand deposits at financial institutions and short-term, highly liquid investments that satisfy the definition of cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. At December 31, 2021, accounts receivable are presented net of $10,237 of related deferred DOE cost share liabilities that have the right of offset. No amounts were eligible to be offset at December 31, 2020. Reimbursement under the awards are included in Department of Energy Cost Share in the Statement of Operations. |
In-process Research and Development | In-process Research and Development (“IPR&D”) IPR&D represents incomplete research and development projects that had not reached technological feasibility as of their acquisition date in 2011. Due to the nature of IPR&D, the expected life is indefinite and it will be evaluated periodically for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. IPR&D was concluded to include both fundamental and defensive technologies comprised of OSU licensed and NuScale owned patented and unpatented technology and trade secrets. Such technologies are designed to work together in the operation of a nuclear power module. The value assigned to IPR&D was determined by considering the Company’s development plan, estimating costs to develop the IPR&D into a commercially viable product, estimating the resulting net cash flows from the project when completed and discounting the net cash flows using a discount rate of 20% to their present value. The IPR&D is anticipated to begin generating cash flows in 2026 and is expected to contribute to all of the Company’s revenues for the foreseeable future after being placed in service. IPR&D is amortized over its estimated useful life once technological feasibility is reached. As the Company has not yet completed all designing, coding and testing activities, management has determined that technological feasibility has not yet been reached. We test IPR&D for impairment at least annually, (in the fourth quarter) or more frequently if we determine an event or changes in circumstances indicate that it is more likely than not that it is impaired, until such time as the research and development efforts are completed or abandoned. If the research and development efforts are abandoned, the related costs will be written off in the period of such determination. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not the fair value of the IPR&D is less than the carrying value and if so, we perform a quantitative test. The Company determines fair value by discounting projected future cash flows of the IPR&D asset. Any impairment loss is recognized in our results of operations. We performed our annual impairment test of the IPR&D by performing a qualitative assessment and did not identify any indicators of impairment. |
Revenue Recognition | Revenue Recognition In addition to advancing the commercialization of its SMR, the Company provides engineering services to customers. The Company recognizes fixed price contract revenue with multiple performance obligations as each obligation is completed. The Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on contracts that have not been billed to customers is classified as a current asset under accounts receivable on the balance sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under deferred revenue. The Company recognizes time and material contracts revenue over time, matching continuous transfer of control to the customer. The Company accounts for these contracts as a single performance obligation and recognizes revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The Company excludes from its measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales. Customer payments on contracts are typically due within 30 days of billing, depending on the contract. The Company generally provides limited warranties for work performed under its engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred. |
Fair Value Measurement | Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and deposits, accounts payable, accrued expenses and convertible note payable approximates fair value due to their short maturities. |
Property, Plant and Equipment | Property, Plant and Equipment All additions, including betterments to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation is derecognized with any gain or loss recorded in the year of disposition. Depreciation is based on the estimated useful lives of the assets using the straight-line method. Furniture and fixtures are depreciated over useful lives of seven years. Computer software is depreciated over useful lives of three |
Internal Use Software | Internal Use Software The costs associated with developing, purchasing or otherwise acquiring software for internal use are capitalized and amortized over the expected useful life of three years. During 2021 and 2020, software purchased from third parties and capitalized (including items in development and not yet in service) was $2,115 and $3,307, respectively. |
Leases | Leases The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of December 31, 2021 and 2020, the Company has only operating leases. The Company’s right-of-use assets relate to office facilities, some of which include one or more options to renew, with renewal terms that can extend the lease term up to 5 years. The exercise of the lease renewal is at the Company’s discretion. Renewal periods are included in the expected lease term if they are reasonably certain of being exercised by the Company. None of the Company’s lease agreements contain material residual value guarantees or material restrictions or covenants. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term leases relate to office facilities or office equipment. |
Long-Lived Assets | Long-Lived Assets Long-lived assets including primarily property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If this review indicates that the carrying amount will not be recoverable, as determined based on comparing the estimated undiscounted future cash flows to the carrying amount, impairment is measured by comparing the carrying amount to fair value. No impairment charges were incurred for the years ended December 31, 2021 and 2020. |
Goodwill | Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of a business acquired in a purchase business combination. Goodwill is not amortized. We evaluate goodwill for impairment at least annually (in the fourth quarter), or more frequently if we determine an event or changes in circumstances indicate that it is more likely than not that it is impaired. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of the reporting unit is less than the carrying value and if so, we perform a quantitative test. Should the quantitative test be used, we compare the carrying value of net assets to the estimated fair value of the Company, as we have one reporting unit. If the carrying value of the Company exceeds its fair value, an impairment loss (limited to the total amount of goodwill) is recognized in our results of operations. We completed our annual goodwill impairment evaluation using a qualitative assessment, resulting in no impairment. |
Mezzanine Equity | Mezzanine Equity The Company has issued equity units that feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. Accordingly, those units are presented as mezzanine equity, outside of members’ equity at their issuance date fair value. The Company assesses whether the equity units have become redeemable or the probability that the equity units will become redeemable in determining whether to record subsequent changes to fair value. |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the grantee is required to provide service in exchange for the award. The straight-line recognition method is used for awards subject to graded vesting based only on a service condition. The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price volatility and expected option lives to value equity-based compensation. Equity-based compensation is recorded as both a general and administrative (“G&A”) expense and other expense in the statements of operations. |
Segment Information | Segment Information The Company has determined that its Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”) are its chief operating decision makers (“CODMs”). The CODMs review financial information presented for purposes of assessing performance and making decisions on how to allocate resources at the overall company level. The Company has determined that it currently operates in a single segment, though it will periodically revisit the information used by its CODMs to allocate resources and to manage the operations as it nears commercialization and deployment of its NPMs. |
Income Taxes | Income Taxes The Company is a limited liability company that is treated as a partnership for tax purposes with each of the members accounting for their share of the tax attributes and liabilities. Accordingly, there are no current |
Research and Development | Research and Development Research and development expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of information related to right-of-use assets and lease liabilities | Balance Sheet As of December 31, Lease Assets and Liabilities Classification 2021 2020 Right-of-use Assets Operating lease assets Other assets $ 1,268 $ 2,699 Total right-of-use assets 1,268 2,699 Lease Liabilities Operating lease liabilities, current Other accrued liabilities 1,190 1,579 Operating lease liabilities, noncurrent Noncurrent liabilities 211 1,401 Total lease liabilities $ 1,401 $ 2,980 |
Summary of supplemental information related to the Company's leases | As of December 31, 2021 2020 Right-of-use assets obtained in exchange for new operating leases $ — $ 846 Weighted-average remaining lease term – operating leases 1.05 years 1.93 years Weighted average discount rate-operating leases 3.35 % 3.38 % |
Summary of remaining lease payments under the leases | Year ended December 31, Operating Leases 2022 $ 1,210 2023 214 Total lease payments $ 1,424 Less: interest (23) Present value of lease liabilities $ 1,401 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | ||
Schedule of Property, Plant and Equipment | March 31, December 31, (in thousands) 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 5,638 5,638 Software 16,423 15,227 Test equipment 347 347 Leasehold improvements 2,689 2,689 25,270 24,074 Less: Accumulated depreciation (21,209) (20,632) Add: Assets under development 1,508 1,518 Net property, plant and equipment $ 5,569 $ 4,960 | 2021 2020 Furniture and fixtures $ 173 $ 173 Office and computer equipment 5,638 5,436 Software 15,227 13,251 Test equipment 347 347 Leasehold improvements 2,689 2,689 24,074 21,896 Less: Accumulated depreciation (20,632) (18,614) Add: Assets under development 1,518 1,743 Net property, plant and equipment $ 4,960 $ 5,025 |
Members' Equity (Tables)
Members' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Mezzanine and Members' Equity | |
Schedule of preferred units | Date Investor Price per CPU Investment August, 2020 Fluor Enterprises $ 1.92 $ 10,000 November, 2020 Sargent & Lundy, L.L.C. (1) 1.92 8,000 October, 2020 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 January, 2021 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 March, 2021 Japan NuScale Innovation, LLC(1) 1.92 40,000 May, 2021 Japan NuScale Innovation, LLC (1) 2.19 20,000 June, 2021 GS Energy Corporation(1) 2.19 40,000 July, 2021 Doosan Heavy Industries & Construction Co., Ltd (1) 2.19 25,000 July, 2021 Next Tech 3 New Technology Investment 2.19 35,000 July, 2021 Sarens Nuclear & Industrial Services, LLC(1) 2.19 4,000 July, 2021 Sargent & Lundy, L.L.C. (1) 2.19 8,000 July, 2021 Samsung C&T Corporation (1) 2.19 20,000 (1) In addition to, and in connection with, entering into Preferred Units Purchase Agreements with these strategic investors, the Company entered into a Business Collaboration Agreement (“BCA”), or amendment thereto, with the strategic investor or its affiliate, whereby the Company has committed to award the strategic partner or its affiliate specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the respective BCAs. Convertible Preferred Common Equivalent Common Equivalent Convertible Preferred Series Original Issue Price Issue Price Ratio Units Issued A $ 1.00 $ 1.00 100 % 336,826 A‑1 $ 1.31 $ 1.31 100 % 67,674 A‑2 $ 1.42 $ 1.42 100 % 68,349 A‑3 $ 1.59 $ 1.59 100 % 60,091 A‑4 $ 1.92 $ 1.92 100 % 30,903 A‑5 $ 2.19 $ 2.19 100 % 69,418 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity-Based Compensation | ||
Schedule of activity relating to the Plan | Number of Weighted Average Unit Options Units Exercise Price Outstanding at December 31, 2021 88,878 $ 0.63 Granted 1,201 1.65 Exercised (2,928) 0.16 Forfeited (92) 1.23 Expired (59) 0.50 Outstanding at March 31, 2022 87,000 0.66 Exercisable at March 31, 2022 73,817 0.57 | Weighted Average Unit Options Number of Units Exercise Price Outstanding at December 31, 2020 74,824 $ 0.49 Granted 19,362 1.11 Exercised (3,483) 0.21 Forfeited (653) 0.99 Expired (1,172) 0.45 Outstanding at December 31, 2021 88,878 0.63 Exercisable at December 31, 2021 75,506 0.55 |
Schedule of assumptions used in determining fair value | 2022 Risk-free interest rate 1.44 % Expected dividend yield NA Expected option life 6.25 years Expected price volatility 73.98 % | 2021 2020 Risk-free interest rate 0.62% – 1.31% 0.37% – 0.59% Expected dividend yield NA NA Expected option life 6.25 years 6.25 years Expected price volatility 64.60% – 73.98% 64.6% – 69.21% |
The Company - U.S. Department o
The Company - U.S. Department of Energy Phase Two NuScale SMR First of a kind ("FOAK") Nuclear Demonstration Readiness Project (Details) - Phase Two NuScale SMR First of a kind ("FOAK") Nuclear Demonstration Readiness Project - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Oct. 31, 2018 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cost share | $ 40,000 | ||
Cost share (as a percent) | 46.00% | 50.00% | |
Amount eligible to receive | $ 43,200 | ||
Cumulative cash received | $ 41,854 | ||
Government [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cost share | $ 40,000 | ||
Cost share (as a percent) | 50.00% |
The Company - U.S. Department_2
The Company - U.S. Department of Energy NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Deferred DOE cost share liabilities | $ 10,237 | $ 0 | $ 10,237 | |
NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Maximum amount awarded | $ 350,000 | |||
Cost share | $ 350,000 | |||
Cost share (as a percent) | 50.00% | |||
Reimbursement of program costs (as a percent) | 73.00% | |||
Deferred DOE cost share liabilities | $ 10,237 | 0 | ||
Percentage of Maximum future reimbursement requests to recognize deferred reimbursement costs | 50.00% | |||
Cumulative cash received | $ 57,817 | $ 100,500 | ||
NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion | Accounts Receivable [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cumulative cash received | 158,317 | |||
Amount obligated under current budget period | 12,183 | |||
NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion | Government [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cost share | $ 350,000 | |||
Cost share (as a percent) | 50.00% | |||
Term of award | 5 years | |||
Percentage of reimbursement requests deferred | 23.00% | |||
Amount obligated under current budget period | $ 1,972 |
The Company - U.S. Department_3
The Company - U.S. Department of Energy Carbon Free Power Project Award (Details) - Carbon Free Power Project Award (Award 8369) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Apr. 30, 2015 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cost share | $ 8,250 | $ 16,617 | |
Cost share (as a percent) | 50.00% | 50.00% | |
Maximum amount awarded | $ 126,694 | ||
Cumulative cash received | $ 7,451 | ||
Amount paid to third party for services provided | $ 729 | ||
Reimburse percentage | 25.00% | ||
Maximum reimbursement amount | $ 4,100 | ||
Accounts Receivable [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amount obligated under current budget period | $ 70 | ||
Government [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cost share | $ 8,250 | $ 16,617 | |
Cost share (as a percent) | 50.00% | 50.00% |
The Company - Going Concern (De
The Company - Going Concern (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from sale of convertible preferred units | $ 40,500 | $ 192,500 | $ 18,500 |
NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cumulative cash received | 57,817 | $ 100,500 | |
Proceeds from sale of convertible preferred units | $ 192,500 |
The Company - Liquidity (Detail
The Company - Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Aug. 31, 2020 | |
Preferred Units [Line Items] | |||||
Convertible preferred units | $ 819,694 | $ 629,089 | $ 819,694 | ||
Convertible preferred units outstanding | 633,261 | 542,729 | |||
Proceeds from the sale of convertible preferred units | $ 40,500 | $ 192,500 | $ 18,500 | ||
Fluor Enterprises | |||||
Preferred Units [Line Items] | |||||
New equity financing | 753,306 | ||||
Convertible preferred units | $ 0 | $ 10,000 | $ 10,000 | ||
Convertible preferred units issued | 5,208 | ||||
Share price | $ 1.92 | $ 1.92 | |||
Convertible preferred units outstanding | 0 | 0 | |||
Proceeds from the sale of convertible preferred units | $ 192,500 | $ 8,500 |
The Company - Merger with Sprin
The Company - Merger with Spring Valley (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Subscription Agreements | ||
Class of Stock [Line Items] | ||
Value of shares issued contingent on closing of the Merger | $ 211,000 | $ 211,000 |
Value of shares issued contingent on entry into definitive documents | $ 30,000 | $ 30,000 |
Class B ordinary share | ||
Class of Stock [Line Items] | ||
Share exchange ratio | 1 | 1 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Share exchange ratio | 1 | 1 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Accounts Receivable | |||
Deferred DOE cost share liabilities | $ 10,237 | $ 10,237 | $ 0 |
In-process Research and Development | |||
Discount rate to assign in-process research and development | 20.00% | ||
Revenue Recognition | |||
Customer payments term | 30 days |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Office and computer equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office and computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Technology Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Internal Use Software (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Software purchased from third parties and capitalized | $ 2,115 | $ 3,307 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Expected useful life | 3 years |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Option to renew lease | true |
Extension term of lease | 5 years |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Long-lived assets, Goodwill, Segment information and Income taxes (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Long-Lived Assets | ||
Impairment charges incurred | $ 0 | $ 0 |
Goodwill | ||
Reporting unit | item | 1 | |
Goodwill impairment | $ 0 | |
Income Taxes | ||
Current income tax | 0 | |
Deferred income tax | 0 | |
Tax uncertainties | $ 0 |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lease Assets and Liabilities | ||
Operating lease assets | $ 1,268 | $ 2,699 |
Balance Sheet Classification, Other assets | Other assets | Other assets |
Operating lease liabilities, current | $ 1,190 | $ 1,579 |
Balance Sheet Classification, Other accrued liabilities | Other accrued liabilities | Other accrued liabilities |
Operating lease liabilities, noncurrent | $ 211 | $ 1,401 |
Balance Sheet Classification, Noncurrent liabilities | Noncurrent liabilities | Noncurrent liabilities |
Total lease liabilities | $ 1,401 | $ 2,980 |
Leases - Supplemental informati
Leases - Supplemental information related to the Company's leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Leases | ||
Right-of-use assets obtained in exchange for new operating leases | $ 846 | |
Weighted-average remaining lease term-operating leases | 1 year 11 months 4 days | 1 year 18 days |
Weighted average discount rate-operating leases | 3.38% | 3.35% |
Leases - Remaining lease paymen
Leases - Remaining lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Remaining lease payments | ||
2022 | $ 1,210 | |
2023 | 214 | |
Total lease payments | 1,424 | |
Less: interest | (23) | |
Total lease liabilities | $ 1,401 | $ 2,980 |
Leases - Lease expense (Details
Leases - Lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Lease expense | $ 1,695 | $ 1,874 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | $ 25,270 | $ 24,074 | $ 21,896 |
Less: Accumulated deprecation | (21,209) | (20,632) | (18,614) |
Net property, plant and equipment | 5,569 | 4,960 | 5,025 |
Furniture and fixtures | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 173 | 173 | 173 |
Office and computer equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 5,638 | 5,638 | 5,436 |
Software | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 16,423 | 15,227 | 13,251 |
Test Equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 347 | 347 | 347 |
Leasehold improvements | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 2,689 | 2,689 | 2,689 |
Assets under development | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Net property, plant and equipment | $ 1,508 | $ 1,518 | $ 1,743 |
Intangible Assets, Redeemable_2
Intangible Assets, Redeemable Common Units and Mezzanine Equity (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)item | Dec. 31, 2007patent | |
Intangible Assets, Redeemable Common Units and Mezzanine Equity | ||
Number of patents | patent | 3 | |
Cash payment upon execution of agreement | $ | $ 1,000 | |
On-going quarterly cash payments | $ | $ 25 | |
Current commercial price paid for the first 24 modules sold to commercial customers (as a percent) | 0.25% | |
Number of modules sold under first commercial scale | item | 24 | |
Current commercial price paid for the next 12 modules sold to commercial customers (as a percent) | 0.15% | |
Number of modules sold under subsequent commercial scale | item | 12 |
Intangible Assets, Redeemable_3
Intangible Assets, Redeemable Common Units and Mezzanine Equity - Additional information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Cash payment upon execution of agreement | $ 1,000 | |||||
Common units subject to possible redemption | 6,000 | 6,000 | 6,000 | 6,000 | 6,000 | |
Oregon State University ("OSU"). | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common units subject to possible redemption | 6,000 | |||||
Payments made for research and testing | $ 893 | $ 1,104 | ||||
Amounts payable | 150 | 186 | ||||
Agreement | Oregon State University ("OSU"). | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of common units granted | 2,750 | |||||
Weighted average price per unit | $ 0.25 | |||||
PLA | Oregon State University ("OSU"). | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of common units granted | 3,250 | |||||
Weighted average price per unit | $ 0.45 | |||||
Cash payment upon execution of agreement | $ 1,000 | |||||
Gross carrying amount | 2,462 | 2,462 | ||||
Accumulated amortization | 1,226 | $ 1,049 | ||||
2022 | 178 | |||||
2023 | 178 | |||||
2024 | 178 | |||||
2025 | 178 | |||||
2026 | $ 178 |
Notes Payable - Convertible Not
Notes Payable - Convertible Note Payable (Details) - Convertible Notes Payable [Member] - USD ($) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2011 | Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Principal amount of notes payable | $ 10,281 | ||
Minimum value of preferred units into which convertible notes payable will be converted | $ 16,000 | ||
Convertible debt outstanding | $ 14,147 | $ 14,041 | |
Original borrowing | 11,331 | 11,331 | |
Amortized premium | 1,050 | 1,050 | |
Accrued interest | $ 3,866 | $ 3,760 |
Notes Payable - Other Notes Pay
Notes Payable - Other Notes Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | |
Jun. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | |
Line of Credit [Member] | |||
Short-term Debt [Line Items] | |||
Maximum borrowing capacity | $ 30,000 | ||
Minimum proceeds from sale of preferred equity for maturity of debt | 40,000 | ||
Repayments of line of credit | $ 27,200 | ||
Notes Payable, Other Payables [Member] | |||
Short-term Debt [Line Items] | |||
Aggregate amount | $ 20,000 | ||
Minimum proceeds from sale of preferred equity for maturity of debt | $ 40,000 | ||
Notes Payable, Other Payables [Member] | Line of Credit [Member] | |||
Short-term Debt [Line Items] | |||
Maximum borrowing capacity | $ 30,000 | ||
Repayments of line of credit | $ 27,200 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefits | ||||
Employer matching contribution as percentage of employee pay, one | 3.00% | 3.00% | ||
Employees' contributions for the next 2% of compensation | 50.00% | 50.00% | ||
Employer matching contribution as percentage of employee pay, two | 2.00% | 2.00% | ||
Employers contribution expense | $ 672 | $ 425 | $ 1,878 | $ 1,813 |
Members' Equity (Details)
Members' Equity (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022personVote | Dec. 31, 2021personVote | |
Mezzanine and Members' Equity | ||
Number of managers on board | person | 6 | 6 |
Number of votes per unit | Vote | 1 | 1 |
Members' Equity - Preferred Uni
Members' Equity - Preferred Units Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Aug. 31, 2020 |
Preferred Units [Line Items] | |||||||||||
Investment | $ 819,694 | $ 819,694 | $ 629,089 | ||||||||
Fluor Enterprises [Member] | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 1.92 | $ 1.92 | |||||||||
Investment | $ 0 | $ 10,000 | $ 10,000 | ||||||||
Sargent & Lundy, L.L.C [Member] | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | $ 1.92 | |||||||||
Investment | $ 8,000 | $ 8,000 | |||||||||
Sarens Nuclear & Industrial Services, LLC [Member] | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | $ 1.92 | $ 1.92 | ||||||||
Investment | $ 4,000 | $ 500 | $ 500 | ||||||||
Japan NuScale Innovation, LLC [Member] | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | $ 1.92 | |||||||||
Investment | $ 20,000 | $ 40,000 | |||||||||
GS Energy Corporation | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | ||||||||||
Investment | $ 40,000 | ||||||||||
Doosan Heavy Industries & Construction Co., Ltd | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | ||||||||||
Investment | $ 25,000 | ||||||||||
Next Tech 3 New Technology Investment | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | ||||||||||
Investment | $ 35,000 | ||||||||||
Samsung C&T Corporation | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | ||||||||||
Investment | $ 20,000 |
Members' Equity - Convertible P
Members' Equity - Convertible Preferred Units (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Mezzanine and Members' Equity | |||
Issuance of convertible preferred units (in shares) | 32,000 | 206,000 | |
Issuance of convertible preferred units | $ 39 | $ 65 | $ 378 |
CPUs issued | 633,261,000 | 542,729,000 | |
CPUs outstanding | 633,261 | 542,729 |
Members' Equity - Conversion (D
Members' Equity - Conversion (Details) shares in Thousands | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020shares |
Preferred Units [Line Items] | ||
Common Equivalent Ratio | 100 | |
CPUs issued | shares | 633,261 | 542,729 |
Convertible Preferred Unit A | ||
Preferred Units [Line Items] | ||
Share price per share | $ 1 | |
Common Equivalent Issue Price | $ 1 | |
Common Equivalent Ratio | 100 | |
CPUs issued | shares | 336,826 | |
Convertible Preferred Unit A1 | ||
Preferred Units [Line Items] | ||
Share price per share | $ 1.31 | |
Common Equivalent Issue Price | $ 1.31 | |
Common Equivalent Ratio | 100 | |
CPUs issued | shares | 67,674 | |
Convertible Preferred Unit A2 | ||
Preferred Units [Line Items] | ||
Share price per share | $ 1.42 | |
Common Equivalent Issue Price | $ 1.42 | |
Common Equivalent Ratio | 100 | |
CPUs issued | shares | 68,349 | |
Convertible Preferred Unit A3 | ||
Preferred Units [Line Items] | ||
Share price per share | $ 1.59 | |
Common Equivalent Issue Price | $ 1.59 | |
Common Equivalent Ratio | 100 | |
CPUs issued | shares | 60,091 | |
Convertible Preferred Unit A4 | ||
Preferred Units [Line Items] | ||
Share price per share | $ 1.92 | |
Common Equivalent Issue Price | $ 1.92 | |
Common Equivalent Ratio | 100 | |
CPUs issued | shares | 30,903 | |
Convertible Preferred Unit A5 | ||
Preferred Units [Line Items] | ||
Share price per share | $ 2.19 | |
Common Equivalent Issue Price | $ 2.19 | |
Common Equivalent Ratio | 100 | |
CPUs issued | shares | 69,418 |
Members' Equity - Voting, Prefe
Members' Equity - Voting, Preferred Return and Distributions (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Mezzanine and Members' Equity | ||
Common Equivalent Ratio | 100 | |
Cumulative preferred return | 10.00% | |
Accumulated preferred return | $ 550,942 | $ 429,791 |
Members' Equity - Common Units
Members' Equity - Common Units (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)Voteshares | Dec. 31, 2020USD ($)shares | |
Mezzanine and Members' Equity | ||||
Vote per common unit | Vote | 1 | |||
Option to purchase common unit exercised | 2,928,000 | 3,483,000 | 105,000 | |
Proceeds from option exercises | $ | $ 470 | $ 11 | $ 748 | $ 43 |
Number of common units repurchased | 15,000 | 55,000 | ||
Original price for repurchase of units | $ | $ 4 | $ 22 | ||
Premium for repurchase of units | $ | $ 13 | $ 27 | ||
Number of common units reserved under the Company's equity incentive plan | 96,800,000 | 96,800 | ||
Number of options available to issue for the purchase of common units | 475,000 | 1,525,000 |
Equity-Based Compensation - Act
Equity-Based Compensation - Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Units | |||
Outstanding, beginning | 88,878 | 74,824 | |
Granted | 1,201 | 19,362 | |
Exercised | (2,928) | (3,483) | (105) |
Forfeited | (92) | (653) | |
Expired | (59) | (1,172) | |
Outstanding, ending | 87,000 | 88,878 | 74,824 |
Exercisable | 73,817 | 75,506 | |
Exercise Price | |||
Weighted average, beginning | $ 0.63 | $ 0.49 | |
Granted (per unit) | 1.65 | 1.11 | |
Exercised (per unit) | 0.16 | 0.21 | |
Forfeitures (in units) | 1.23 | 0.99 | |
Expired (in units) | 0.50 | 0.45 | |
Weighted average, ending | 0.66 | 0.63 | $ 0.49 |
Exercisable (in units) | $ 0.57 | $ 0.55 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity-Based Compensation | |||
Method used | Black-Scholes | Black-Scholes | |
Risk-free interest rate, min | 0.62% | 0.37% | |
Risk-free interest rate, max | 1.31% | 0.59% | |
Expected option life (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Expected price volatility, min | 64.60% | 64.60% | |
Expected price volatility, max | 73.98% | 69.21% |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2022 | Apr. 30, 2013 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, fair value | $ 6,291 | $ 3,673 | ||||
Options, intrinsic value | $ 0 | |||||
Contractual term, exercisable (in years) | 5 years 3 days | |||||
Contractual term, outstanding (in years) | 5 years 7 months 20 days | |||||
Share-based Payment Arrangement, Expense | $ 1,540 | $ 1,021 | $ 3,122 | $ 6,441 | $ 3,718 | |
Unrecognized compensation expense related to nonvested awards | $ 9,194 | $ 8,979 | ||||
Unrecognized compensation expense recognition period (in years) | 2 years 5 months 8 days | 2 years 5 months 23 days | ||||
Weighted average grant date fair value (per share) | $ 0.72 | $ 0.56 | ||||
Granted | 1,201,000 | 19,362,000 | ||||
Granted (per unit) | $ 1.65 | $ 1.11 | ||||
Appreciation rights | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Expense | $ 1,490 | $ 1,480 | ||||
Weighted average grant date fair value (per share) | $ 0.06 | $ 0.06 | ||||
Granted | 1,000,000 | 1,000 | ||||
Granted (per unit) | $ 0.11 | $ 0.11 | ||||
G & A Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Expense | 444 | 1,659 | $ 3,257 | $ 3,718 | ||
Other expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Expense | $ 577 | $ 1,463 | $ 3,184 | |||
Granted (per unit) | $ 1.09 | |||||
Retired or over five years experience [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 5 years | |||||
Share-based Payment Arrangement, Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Service period | 1 year | |||||
Share-based Payment Arrangement, Tranche Two [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 3 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||||
Expense incurred for related party transaction | $ 3,601 | $ 3,193 | $ 18,113 | $ 4,452 |
Accounts payable from related party | 2,100 | 1,021 | 3,731 | 1,949 |
Revenue earned from related party | $ 1,561 | $ 441 | $ 1,553 | $ 0 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - UAMPS - Development Cost Reimbursement Agreement - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Maximum reimbursement based on the current stage of project development | $ 57,000 | $ 57,000 |
Net development costs incurred | $ 10,077 | $ 5,204 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 42,683 | $ 77,094 |
Prepaid expenses | 4,147 | 4,147 |
Accounts receivable | 7,549 | 4,833 |
Total current assets | 54,379 | 86,074 |
Noncurrent assets | ||
Property, plant and equipment, net | 5,569 | 4,960 |
In-process research and development | 16,900 | 16,900 |
Intangible assets, net | 1,192 | 1,236 |
Goodwill | 8,255 | 8,255 |
Other assets | 4,777 | 3,772 |
Total Assets | 91,072 | 121,197 |
Current liabilities | ||
Accounts payable and accrued expenses | 20,002 | 22,375 |
Accrued compensation | 4,788 | 10,552 |
Convertible notes payable | 14,147 | 14,041 |
Deferred DOE cost share | 104 | |
Other accrued liabilities | 2,660 | 1,440 |
Total current liabilities | 41,597 | 48,408 |
Noncurrent liabilities | 2,910 | 2,976 |
Deferred revenue | 642 | 1,415 |
Total liabilities | 45,149 | 52,799 |
Mezzanine equity | 2,140 | 2,140 |
Members' equity | ||
Convertible preferred units | 819,694 | 819,694 |
Common units | 29,082 | 28,184 |
Accumulated deficit | (804,993) | (781,620) |
Total members' equity | 43,783 | 66,258 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | $ 91,072 | $ 121,197 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 2,445 | $ 664 |
Cost of sales | (1,205) | (406) |
Gross margin | 1,240 | 258 |
Other operating expenses | ||
Research and development expenses | 24,380 | 18,751 |
General and administrative expenses | 10,520 | 7,945 |
Other expenses | 10,188 | 10,021 |
Loss from operations | (43,848) | (36,459) |
Department of Energy cost share | 20,462 | 14,736 |
USTDA cost share | 13 | (943) |
Net income (loss) | $ (23,373) | $ (22,666) |
Condensed Statements of Mezzani
Condensed Statements of Mezzanine Equity and Members' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Convertible Preferred Units | Common Stock | Accumulated Deficit | Total |
Mezzanine beginning balance at Dec. 31, 2019 | $ 2,140 | |||
Mezzanine (shares) beginning at Dec. 31, 2019 | 6,000 | |||
Mezzanine ending at Dec. 31, 2020 | $ 2,140 | |||
Mezzanine (shares) ending at Dec. 31, 2020 | 6,000 | |||
Beginning Balance at Dec. 31, 2019 | $ 610,211 | $ 17,187 | $ (590,740) | $ 36,658 |
Beginning Balance (in shares) at Dec. 31, 2019 | 532,888 | 5,442 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of convertible preferred units | $ 18,500 | 18,500 | ||
Sale of convertible preferred units (in shares) | 9,635 | |||
Issuance of convertible preferred units | $ 378 | $ 378 | ||
Issuance of convertible preferred units (in shares) | 206 | 206 | ||
Exercise of common unit options | $ 43 | $ 43 | ||
Exercise of common unit options (in shares) | 105 | 105 | ||
Repurchase of common units | $ (49) | $ (49) | ||
Repurchase of common units (in shares) | (55) | (55) | ||
Equity-based compensation expense | $ 3,718 | $ 3,718 | ||
Net loss | (88,387) | (88,387) | ||
Ending Balance at Dec. 31, 2020 | $ 629,089 | $ 20,899 | (679,127) | (29,139) |
Ending Balance (in shares) at Dec. 31, 2020 | 542,729 | 5,492 | ||
Mezzanine ending at Mar. 31, 2021 | $ 2,140 | |||
Mezzanine (shares) ending at Mar. 31, 2021 | 6,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of convertible preferred units | $ 40,500 | $ 40,500 | ||
Sale of convertible preferred units (in shares) | 21,094 | |||
Issuance of convertible preferred units | $ 39 | 39 | ||
Issuance of convertible preferred units (in shares) | 20 | |||
Exercise of common unit options | $ 11 | 11 | ||
Exercise of common unit options (in shares) | 37 | |||
Equity-based compensation expense | $ 3,122 | 3,122 | ||
Net loss | (22,666) | (22,666) | ||
Ending Balance at Mar. 31, 2021 | $ 669,628 | $ 24,032 | (701,793) | (8,133) |
Ending Balance (in shares) at Mar. 31, 2021 | 563,843 | 5,529 | ||
Mezzanine beginning balance at Dec. 31, 2020 | $ 2,140 | |||
Mezzanine (shares) beginning at Dec. 31, 2020 | 6,000 | |||
Mezzanine ending at Dec. 31, 2021 | $ 2,140 | |||
Mezzanine (shares) ending at Dec. 31, 2021 | 6,000 | |||
Beginning Balance at Dec. 31, 2020 | $ 629,089 | $ 20,899 | (679,127) | $ (29,139) |
Beginning Balance (in shares) at Dec. 31, 2020 | 542,729 | 5,492 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of convertible preferred units | $ 190,540 | 190,540 | ||
Sale of convertible preferred units (in shares) | 90,500 | |||
Issuance of convertible preferred units | $ 65 | $ 65 | ||
Issuance of convertible preferred units (in shares) | 32 | 32 | ||
Exercise of common unit options | $ 748 | $ 748 | ||
Exercise of common unit options (in shares) | 3,483 | 3,483 | ||
Repurchase of common units | $ (17) | $ (17) | ||
Repurchase of common units (in shares) | (15) | (15) | ||
Issuance of treasury units | $ 113 | $ 113 | ||
Issuance of treasury units (in shares) | 114 | |||
Equity-based compensation expense | $ 6,441 | 6,441 | ||
Net loss | (102,493) | (102,493) | ||
Ending Balance at Dec. 31, 2021 | $ 819,694 | $ 28,184 | (781,620) | 66,258 |
Ending Balance (in shares) at Dec. 31, 2021 | 633,261 | 9,074 | ||
Mezzanine ending at Mar. 31, 2022 | $ 2,140 | |||
Mezzanine (shares) ending at Mar. 31, 2022 | 6,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common unit options | $ 470 | $ 470 | ||
Exercise of common unit options (in shares) | 2,928 | 2,928 | ||
Repurchase of common units | $ (563) | $ (563) | ||
Repurchase of common units (in shares) | (343) | |||
Issuance of treasury units | $ 20 | 20 | ||
Issuance of treasury units (in shares) | 12 | |||
Conversion of equity award to liability award | $ (50) | (50) | ||
Equity-based compensation expense | 1,021 | 1,021 | ||
Net loss | (23,373) | (23,373) | ||
Ending Balance at Mar. 31, 2022 | $ 819,694 | $ 29,082 | $ (804,993) | $ 43,783 |
Ending Balance (in shares) at Mar. 31, 2022 | 633,261 | 11,671 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
OPERATING CASH FLOW | |
Net loss | $ (23,373) |
Adjustments to reconcile net loss to operating cash flow: | |
Depreciation | 577 |
Amortization of intangibles | 44 |
Equity-based compensation expense | 1,021 |
Net noncash change in right of use assets and lease liabilities | 406 |
Changes in assets and liabilities: | |
Prepaid expenses and other assets | (1,371) |
Accounts receivable | (2,716) |
Accounts payable and accrued expenses | (646) |
Lease liability | (452) |
Deferred DOE cost share | (105) |
Deferred revenue | (773) |
Accrued compensation | (5,763) |
Net cash used in operating activities | (33,151) |
INVESTING CASH FLOW | |
Purchases of property, plant and equipment | (1,187) |
Net cash used in investing activities | (1,187) |
FINANCING CASH FLOW | |
Proceeds from exercise of common unit options | 470 |
Repurchase of common units | (563) |
Issuance of treasury units | 20 |
Net cash used in financing activities | (73) |
Net change in cash | (34,411) |
Cash and cash equivalents: | |
Cash - beginning of the period | 77,094 |
Cash - ending of the period | 42,683 |
Summary of noncash investing and financing activities: | |
Conversion of equity options to liability award | $ 1,540 |
Nature of Business
Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations | ||
Nature of Business | 1. Nature of Business Organization and Operations NuScale Power, LLC (“NuScale” or the “Company”), is a limited liability company organized in the State of Oregon in June 2011. The Company is majority owned by Fluor Enterprises, Inc., a subsidiary of Fluor Corporation. The Company is commercializing a modular, scalable 77 megawatt electric (gross) Light Water Reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University. | 1. The Company Organization NuScale Power, LLC (“NuScale” or the “Company”), is a limited liability company organized in the State of Oregon in 2011. The Company is majority owned by Fluor Enterprises, Inc., a subsidiary of Fluor Corporation. Operations The Company is commercializing a modular, scalable 77 megawatt (gross) electric Light Water Reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University (“OSU”). The Company also uses the test facility at OSU through a technology transfer agreement. The following represents key milestones in the development of this technology: ● December 2016: DCA completed ● January 2017: DCA submitted to the NRC ● March 2017: DCA accepted for review by the NRC ● August 2020: NRC issued the Final Safety Evaluation Report (“FSER”) The FSER represents the NRC’s completion of its technical review and approval of the NuScale SMR design. With this final phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NuScale design. All the Company’s operations and long-lived assets were attributable to operations in the United States as of and for the years ended December 31, 2021 and 2020. U.S. Department of Energy Funding Beginning in 2014, the U.S. DOE has provided critical funding to NuScale through a series of cooperative agreements which support ongoing commercialization activities. The agreements which were active during 2021 and 2020 are discussed below. U.S. Department of Energy Phase Two NuScale SMR First of a kind (“FOAK”) Nuclear Demonstration Readiness Project (Award 8820) The DOE issued the second phase of the “SMR FOAK Nuclear Demonstration Readiness Project” (“Award 8820”) in October 2018. The activities under this award were required to ensure both design completion and supply chain readiness to meet a commercial operation date of 2026 for the first NuScale plant. The award initially consisted of NuScale cost share of $40,000 (50%) and the government cost share of $40,000 (50%). However, in December 2018, the award was revised to reduce the Company’s cost share from 50% to 46%. This increased the amount the Company is eligible to receive under the award to $43,200. Cumulative cash received through December 31, 2021 totaled $41,854 with the remainder obligated and included in accounts receivable presented on the balance sheet. The period of performance under Award 8820 concluded in September 2019. U.S. Department of Energy NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion (Award 8928) In February 2020, the Company was awarded up to $350,000 under “SMR FOAK Nuclear Demonstration Readiness Project Completion” (“Award 8928”). This program is expected to complete all remaining licensing activities, first-of-a-kind engineering, supply chain development, testing and other required activities to have the NuScale SMR ready to enable timely client project deployment. The award consisted of NuScale cost share of $350,000 (50%) and the government cost share of $350,000 (50%). NuScale was permitted to request reimbursement of 73% of its program costs from August 2019 through September 2020. Because the government’s cost share of total program funds must be no more than 50% over the duration of the 5 year award, 23% of the reimbursement requests made for the August 2019 through September 2020 costs were deferred and recognized as a liability in the accompanying balance sheet. At December 31, 2021, $10,237 of deferred DOE cost share is netted in related DOE accounts receivable due to a right of offset. No amounts were eligible to be offset at December 31, 2020. These deferred reimbursement costs will be recognized as future reimbursement requests are made at less than 50%. Cumulative cash received through December 31, 2021 was $158,317, while $12,183 is still obligated under the current budget period, $1,972 of which is included in accounts receivable. U.S. Department of Energy Carbon Free Power Project Award (Award 8369) In April 2015, the Company was awarded an Assistance Agreement, “Site Permitting and Licensing of the NuScale Small Modular Reactor”. Utah Associated Municipal Power Systems was identified as a sub-recipient under the Carbon Free Power Project (“CFPP”) award. UAMPS is considering developing, constructing and owning a 462 MWe (gross) nuclear powered energy center using NuScale’s SMR technology. The CFPP award consisted of government cost share of $16,617 (50%) and NuScale and UAMPS cost share of $16,617 (50%) to facilitate site permitting and related licensing activities. In January 2019 the DOE renewed the award extending the period of performance through December 2023 and increasing the total amount of the award to $126,694. The cost sharing percentages remained at government cost share of 50% and NuScale and UAMPS cost share of 50% of the total award. This award was later amended to consist of government cost share of $8,250 (50%) and NuScale and UAMPS cost share of $8,250 (50%). Cumulative cash received through December 31, 2021 was $7,451, with an additional $70 obligated and included in accounts receivable. The remaining $729 was paid by the DOE to a third party, in accordance with the Award, for services provided. The period of performance under this award ended October 31, 2021 due to UAMPS applying as prime recipient for Award 8935. NuScale has no cost share under Award 8935. Subsequently, an “Agreement for a Cost Sharing Option Associated with the Siting and Licensing of a Small Modular Reactor” and a “Subaward Agreement between the Company and UAMPS” were executed in December 2015. These agreements were subsequently amended various times. Under these amended agreements, NuScale will reimburse UAMPS 25% of the UAMPS project costs associated with the CFPP award up to a maximum of $4,100. Under the amended agreements, when UAMPS submits the combined construction and operating license application, it will pay NuScale an amount equal to the sum of all CFPP project costs reimbursed by NuScale. Upon such payment, UAMPS will assume full ownership interest in all project assets free of any claim by NuScale. Going Concern The Company’s financial statements have been prepared on a basis which assumes that it will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has incurred and expects to continue to incur net losses and negative operating cash flow. Management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other businesses. Consequently, the Company’s continued existence is dependent upon its ability to obtain additional sources of funding to support its ongoing operations. DOE Award 8928 was issued in February 2020. Total cash received under this award during 2021 and 2020 was $57,817 and $100,500, respectively. However, no formal assurances of additional obligations from the DOE can be provided. In addition, the Company received proceeds from the sale of convertible preferred units of $192,500 during 2021 and is pursuing a variety of additional funding sources to support the continuation of operations, including a planned merger with Spring Valley Acquisition Corp. While the Company has historically been successful in obtaining the capital necessary to support its operations, there is no assurance that the Company will be able to secure additional equity capital or other financing. As a result, management has concluded there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company is unable to continue as a going concern. Liquidity The Company is devoting substantially all of its efforts in developing its product. It has raised $753,306 of new equity financing, primarily from Fluor, since 2011. Beginning in 2011, Fluor and the Company entered into at the money option agreements whereby Fluor has the right, but not the obligation, to purchase Convertible Preferred Units ("CPUs"). Under these agreements, Fluor invested $10,000 to purchase 5,208 CPUs at $1.92 in 2020. No investments were made in 2021. All agreements are expired and none were outstanding at December 31, 2021 and 2020. During 2021 and 2020 the Company received proceeds from the sale of convertible preferred units of $192,500 and $8,500, respectively. See footnote 9 for further description. Merger with Spring Valley In December 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger (such surviving entity, the “Surviving Company”), Spring Valley will be renamed NuScale Power Corporation, and the Company will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. In connection with the Merger, each CPU of the Company will be converted into a certain number of common units, and each NuScale common unit will receive a certain number of Surviving Company Class B common units and non-economic voting shares of NuScale Power Corporation Class B common stock. Holders of Surviving Company Class B common units will have the right to exchange each Surviving Company Class B common unit they hold, together with the cancelation for no consideration of one share of NuScale Power Corporation Class B common stock, for one share of NuScale Power Corporation Class A common stock (or cash), subject to certain restrictions. The convertible loan held by Fluor, identified in the balance sheet as convertible note payable, will be converted into NuScale common units (which will then receive Surviving Company Class B common units and non-economic voting shares of NuScale Power Corporation Class B common stock). In connection with the Merger Agreement, Spring Valley also entered into subscription agreements with investors to purchase shares of NuScale Power Corporation Class A common stock for $211,000. These investments are contingent on the closing of the Merger. Additionally, $30,000 of these investments were contingent on the entry into definitive documents between the investor, Fluor Corporation and NuScale with respect to certain ancillary commercial arrangements, which were satisfied in February 2022. The Merger is expected to close in the first half of 2022, subject to customary closing conditions. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation | |
Basis of Presentation | 2. Basis of Presentation The Company’s unaudited condensed financial statements and related notes do not include footnotes and certain financial information normally presented annually under U.S. GAAP, and therefore should be read in conjunction with our 2021 audited financial statements and the notes thereto. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year. The financial statements contained herein are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the interim periods presented. |
Merger with Spring Valley
Merger with Spring Valley | 3 Months Ended |
Mar. 31, 2022 | |
Merger with Spring Valley | |
Merger with Spring Valley | 3. Merger with Spring Valley In December 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Company”), Spring Valley will be renamed NuScale Power Corporation, and the Company will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. In connection with the Merger, each Convertible Preferred Unit (“CPU”) of the Company will be converted into a certain number of common units, and each NuScale common unit will receive a certain number of Surviving Company Class B common units and non-economic voting shares of NuScale Power Corporation Class B common stock. Holders of Surviving Company Class B common units will have the right to exchange each Surviving Company Class B common unit they hold, together with the cancellation for no consideration of one share of NuScale Power Corporation Class B common stock, for one share of NuScale Power Corporation Class A common stock (or cash), subject to certain restrictions. Further, in connection with the Merger Agreement, Spring Valley also entered into subscription agreements with investors to purchase shares of NuScale Power Corporation Class A common stock for $211,000. These investments are contingent on the closing of the Merger. Additionally, $30,000 of these investments were contingent on the entry into definitive documents between the investor, Fluor Corporation and NuScale with respect to certain ancillary commercial arrangements, which were satisfied in February 2022. Finally, in connection with the Merger, the convertible loan held by Fluor, identified in the balance sheet as convertible note payable, will be converted into NuScale common units (which will then receive Surviving Company common units and non-economic voting shares of NuScale Power Corporation Class B common stock). Liquidity The Company’s financial statements have been prepared on a basis which assumes that it will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has incurred and expects to continue to incur net losses and negative operating cash flow. Management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other businesses. However, as noted in the subsequent events footnote, on May 2, 2022 the merger was consummated, resulting in the receipt of $341,000 in cash. The Company believes that based on its current level of operating expenses and its currently available cash resources, it will have sufficient funds available to cover operating cash needs through the twelve month period from the financial statement reporting date. As a result of this merger, management has concluded that there is no substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of these consolidated financial statements. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurement | 4. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Receivable | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. At March 31, 2022 and December 31, 2021, accounts receivable are presented net of $10,237 of related deferred DOE cost share liabilities that have the right of offset. Reimbursement under the awards are included in Department of Energy Cost Share in the Statement of Operations. |
Property, Plant and Equipment_3
Property, Plant and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | ||
Property, Plant and Equipment | 6. Property, Plant and Equipment Property, plant and equipment consisted of the following: March 31, December 31, (in thousands) 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 5,638 5,638 Software 16,423 15,227 Test equipment 347 347 Leasehold improvements 2,689 2,689 25,270 24,074 Less: Accumulated depreciation (21,209) (20,632) Add: Assets under development 1,508 1,518 Net property, plant and equipment $ 5,569 $ 4,960 | 4. Property, Plant and Equipment Property, plant and equipment consisted of the following at December 31: 2021 2020 Furniture and fixtures $ 173 $ 173 Office and computer equipment 5,638 5,436 Software 15,227 13,251 Test equipment 347 347 Leasehold improvements 2,689 2,689 24,074 21,896 Less: Accumulated depreciation (20,632) (18,614) Add: Assets under development 1,518 1,743 Net property, plant and equipment $ 4,960 $ 5,025 |
Notes Payable_2
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Notes Payable | ||
Notes Payable | 7. Notes Payable Convertible Note Payable In September 2011, NuScale entered into a convertible loan agreement with Fluor in the amount of $10,281 with a maturity date of September 30, 2013. The loan has been extended annually and is now due on June 30, 2022. The debt is convertible at Fluor’s option at the original issue price per unit of the Company’s next round of financing securities amounting to no less than $16,000. At March 31, 2022, the convertible debt outstanding was $14,147, comprised of the original borrowing of $11,331 less the amortized premium of $1,050 plus accrued interest of $3,866. In April 2022, Fluor elected to convert all of their outstanding debt, totaling $14,181, to 8,258 common units at a price per unit of $9.91, which is equivalent to the PIPE price per unit received in conjunction with the Merger agreement described in footnote 3. Other Notes Payable In January, 2021, NuScale signed a Line of Credit Promissory Note with Fluor in the amount of $30,000. Fluor advanced the Company $27,200 under this agreement all of which was repaid in June, 2021. | 6. Notes Payable Convertible Note Payable In September 2011, NuScale signed a convertible loan agreement with Fluor in the amount of $10,281 with a maturity date of September 30, 2013. The loan has been extended annually and is due on June 30, 2022. The debt is convertible into NuScale convertible preferred units at Fluor’s option at the original issue price per unit of the Company’s next round of financing securities amounting to no less than $16,000. At December 31, 2021, the convertible debt outstanding was $14,041, comprised of the original borrowing of $11,331 less the amortized premium of $1,050 plus accrued interest of $3,760. Other Notes Payable In September and October 2020, NuScale signed loan agreements (“2020 Notes”) with Fluor in the aggregate amount of $20,000. NuScale was required to pay all unpaid amounts of principal and interest on the earlier of June 30, 2021 or the date by which the Company raised an aggregate of $40,000 or greater from the sale of preferred equity to one or more investors. In January 2021, NuScale signed a Line of Credit Promissory Note (“LOC”) with Fluor allowing the Company to borrow funds in a series of draws up to a total principal sum of $30,000. NuScale was required to pay all unpaid amounts of principal and interest on the earlier of August 31, 2021 or the date by which the Company raised an aggregate of $40,000 or greater from the sale of preferred equity to one or more investors. This agreement was later extended through December 31, 2021. In April 2021, the Company used a portion of the proceeds received from a preferred units purchase agreement to pay all outstanding principal and interest and retire the 2020 Notes. In June 2021, the Company used a portion of proceeds received from preferred units purchase agreements to repay the remaining unpaid interest and the principal balance of $27,200 associated with the LOC. The LOC expired at December 31, 2021. |
Employee Benefits_2
Employee Benefits | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Employee Benefits | ||
Employee Benefits | 8. Employee Benefits 401(k) Plan The Company sponsors a defined contribution 401(k) Plan with contributions to be made at the sole discretion of the management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense recorded for the 401(k) Plan was $672 and $425 for the three months ended March 31, 2022 and 2021, respectively. | 7. Employee Benefits 401(k) Plan The Company sponsors a defined contribution 401(k) Plan with Company contributions to be made at the sole discretion of the management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense for the 401(k) Plan was $1,878 and $1,813 for 2021 and 2020, respectively. |
Mezzanine and Members' Equity
Mezzanine and Members' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Mezzanine and Members' Equity | ||
Shareholders' Deficit | 9. Mezzanine and Members’ Equity Convertible Preferred Units The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”). The Company entered into a Preferred Units Purchase Agreement with JGC Holdings Corporation (“JGC”) in March 2021 for $40,000, or $1.92 per CPU. In addition to, and in connection with this agreement, the Company entered into a Business Collaboration Agreement (“BCA”) with JGC whereby the Company has committed to award JGC a specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the BCA. Common Units The Company’s common units reported in mezzanine equity feature certain redemption rights at the option of the holder and upon an event outside the control of the Company. The redemption right is only available to the holders of the common units if the U.S. Nuclear Regulatory Commission issues a written determination that the ownership of these common units creates a conflict of interest. It is not probable that this event, which is outside our control, will occur. Accordingly, the 6,000 common units subject to possible redemption is presented as mezzanine equity, outside of members’ equity. The Company has not adjusted the carrying value of these common units subject to the redemption feature because it is not probable the redemption right will be exercised. The LLC Agreement authorizes the Company to issue 96,800 common units for purposes of equity compensation. As of March 31, 2022, there were 475 unit options available to issue. | 8. Members’ Equity The Board of Managers consists of six Managers and oversees the business and affairs of the Company. CPU holders have the right to designate and elect the majority of the Managers. Holders of CPUs have one vote per unit on matters as specified in the LLC’s Operating Agreement dated September 30, 2011, as amended (the “Operating Agreement”). Limitations of Liability A member’s liability is limited by such member’s share of the Company’s assets. However, the member is required to return to the Company any distribution made to it in clear and manifest accounting or similar error. Convertible Preferred Units The LLC Agreement authorizes the Company to issue CPUs, which may be divided into one or more types, classes or series. During 2021 and 2020, the Company entered into a Preferred Units Purchase Agreement (or an amendment to an existing agreement) with the following investors: Date Investor Price per CPU Investment August, 2020 Fluor Enterprises $ 1.92 $ 10,000 November, 2020 Sargent & Lundy, L.L.C. (1) 1.92 8,000 October, 2020 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 January, 2021 Sarens Nuclear & Industrial Services, LLC (1) 1.92 500 March, 2021 Japan NuScale Innovation, LLC(1) 1.92 40,000 May, 2021 Japan NuScale Innovation, LLC (1) 2.19 20,000 June, 2021 GS Energy Corporation(1) 2.19 40,000 July, 2021 Doosan Heavy Industries & Construction Co., Ltd (1) 2.19 25,000 July, 2021 Next Tech 3 New Technology Investment 2.19 35,000 July, 2021 Sarens Nuclear & Industrial Services, LLC(1) 2.19 4,000 July, 2021 Sargent & Lundy, L.L.C. (1) 2.19 8,000 July, 2021 Samsung C&T Corporation (1) 2.19 20,000 (1) In addition to, and in connection with, entering into Preferred Units Purchase Agreements with these strategic investors, the Company entered into a Business Collaboration Agreement (“BCA”), or amendment thereto, with the strategic investor or its affiliate, whereby the Company has committed to award the strategic partner or its affiliate specific scope of supply at commercial terms to be determined in the future. No additional value was assigned to the respective BCAs. The Company has certain agreements to pay for services rendered through the issuance of CPUs. During 2021 the Company issued 32 CPUs for services rendered valued at $65 under these agreements. The Company issued 206 CPUs for services rendered valued at $378 under these agreements during 2020. There were 633,261 and 542,729 CPUs issued and outstanding as of December 31, 2021 and 2020, respectively. Conversion Each CPU may be converted, at the option of the member holding such CPU, at any time, into the number of common units equal to the Common Equivalent Ratio in effect at the time of conversion. The Common Equivalent Ratio means the Convertible Preferred Original Issue Price of each series divided by the Common Equivalent Price then in effect. Convertible Preferred Common Equivalent Common Equivalent Convertible Preferred Series Original Issue Price Issue Price Ratio Units Issued A $ 1.00 $ 1.00 100 % 336,826 A‑1 $ 1.31 $ 1.31 100 % 67,674 A‑2 $ 1.42 $ 1.42 100 % 68,349 A‑3 $ 1.59 $ 1.59 100 % 60,091 A‑4 $ 1.92 $ 1.92 100 % 30,903 A‑5 $ 2.19 $ 2.19 100 % 69,418 Voting Holders of CPUs have voting rights equivalent to the number of CPUs held multiplied by the Common Equivalent Ratio, as defined, which was set at 100% at the time of the Company’s recapitalization in 2011. Preferred Return The CPUs have a 10.0% cumulative preferred return per year compounded quarterly on the unreturned preferred capital, beginning on the date such CPU was issued. The accumulated preferred return as of December 31, 2021 and 2020 not reflected in the statement of members’ equity was $550,942 and $429,791, respectively. Distributions The Board of Managers may direct the Company to make distributions. Such distributions are to be made in the following order: ● CPU holders receive their unpaid 10% cumulative preferred return until reduced to zero, ● CPU holders receive their aggregate unreturned preferred capital with respect to their CPUs held until reduced to zero, ● Holders of common units receive amounts equal to that distributed to CPU holders on an as-converted basis, and ● Holders of CPU and common units receive their Common Participating Interests, as defined in the LLC Agreement. Common Units The LLC Agreement authorizes the Company to issue common units. Each common unit is entitled to one vote. During 2021 and 2020, options to purchase 3,483 and 105 common units were exercised resulting in proceeds of $748 and $43, respectively. During 2021 and 2020 the Company repurchased 15 and 55 common units, respectively, from previously terminated employees for the original price of $4 and $22 and a premium of $13 and $27, respectively. The LLC Agreement authorizes the Company to issue common units for purposes of equity compensation. During 2021, the board of managers increased the number of common units reserved under the Company’s equity incentive plan to 96,800. As of December 31, 2021 there were 1,525 options available to issue for the purchase of common units. |
Equity-Based Compensation_2
Equity-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity-Based Compensation | ||
Equity-Based Compensation | 10. Equity-Based Compensation Unit options are granted at an exercise price equal to the fair market value of the Company’s common units at the date of grant. The following table summarizes the activity relating to the Plan: Number of Weighted Average Unit Options Units Exercise Price Outstanding at December 31, 2021 88,878 $ 0.63 Granted 1,201 1.65 Exercised (2,928) 0.16 Forfeited (92) 1.23 Expired (59) 0.50 Outstanding at March 31, 2022 87,000 0.66 Exercisable at March 31, 2022 73,817 0.57 The total compensation expense recognized for common unit options vested during three months ended March 31, 2022 and 2021 was $1,021 and $3,122, respectively. This includes G&A expense of $444 and other expense of $577 for the three months ended March 31, 2022 and $1,659 of G&A expense and $1,463 in other expense for the three months ended March 31, 2021. The remaining unrecognized compensation expense related to nonvested awards as of March 31, 2022 was $9,194. The Company expects to recognize this compensation expense over the weighted average remaining recognition period of 2.44 years, subject to forfeitures that may occur during that period. The Company measures the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. The weighted-average grant date fair value of options granted during the three months ended March 31, 2022 was $1.09. The following assumptions were used in determining the fair value of options granted during the three months ended March 31: 2022 Risk-free interest rate 1.44 % Expected dividend yield NA Expected option life 6.25 years Expected price volatility 73.98 % Common Unit Appreciation Rights In April 2013, the Company granted its Chief Executive Officer 1,000 common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder will receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise. The Company measured the fair value of each UAR at the date of grant using a Black-Scholes option pricing model. The assumptions used in the Black Scholes model are the same as those utilized in determining the fair value of options to purchase common units outlined above. The weighted average fair value of UARs granted was $0.06. In February 2022, the Board of Managers approved a $1,540 cash payment (included in other accrued liabilities on the Condensed Balance Sheet) in lieu of equity issuance related to the UARs, which triggered recognition of | 9. Equity-Based Compensation Unit Option Plan The NuScale Power, LLC 2011 Equity Incentive Plan (the “Plan”) was approved in 2011 by the Board of Managers and amended (the “Amendment”) at various times . Unit options are granted at an exercise price equal to the fair value of the Company’s common units at the date of grant. Unit options granted generally become exercisable 25% after one year of service and on a monthly basis over three years of service thereafter. In February 2014, the Board of Managers approved amendments to the Company’s “Amended and Restated Equity Incentive Plan” and unit option agreements. The amendments generally allow terminated and retiring employees with over five years of service to the Company an extended period of time, up to the expiration of the option, during which to exercise their fully vested options when employment ceases. The following table summarizes the activity relating to the Plan for the year ended December 31, 2021: Weighted Average Unit Options Number of Units Exercise Price Outstanding at December 31, 2020 74,824 $ 0.49 Granted 19,362 1.11 Exercised (3,483) 0.21 Forfeited (653) 0.99 Expired (1,172) 0.45 Outstanding at December 31, 2021 88,878 0.63 Exercisable at December 31, 2021 75,506 0.55 The total fair value of options that vested during 2021 and 2020 was $6,291 and $3,673, respectively. These options had no intrinsic value. The weighted average remaining contractual term for all options outstanding at December 31, 2021 was 5.64 years and the remaining weighted average contractual term of options exercisable was 5.01 years. The total compensation expense recognized for common unit options vested in 2021 and 2020 was $6,441 and $3,718, respectively. This includes G&A expense of $3,257 and other expense of $3,184 in 2021 and $3,718 of G&A expense in 2020. The remaining unrecognized compensation expense related to nonvested awards as of December 31, 2021 was $8,979. The Company expects to recognize this compensation expense over the weighted average remaining recognition period of 2.48 years, subject to forfeitures that may occur during that period. The Company measures the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. The following assumptions were used in determining the fair value of options granted: 2021 2020 Risk-free interest rate 0.62% – 1.31% 0.37% – 0.59% Expected dividend yield NA NA Expected option life 6.25 years 6.25 years Expected price volatility 64.60% – 73.98% 64.6% – 69.21% The Company estimates the expected term of options granted based on historical experience and expectations. The Company uses the treasury yield curve rates for the risk-free interest rate in the option valuation model with maturities similar to the expected term of the options. Volatility is determined by reference to the actual volatility of several publicly traded companies that are similar to the Company in its industry sector. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. Forfeitures are recognized as they occur. All equity-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards. The weighted-average grant date fair value of options granted for the year ended December 31, 2021 and 2020 was $0.72 and $0.56, respectively. Common Unit Appreciation Rights In April 2013, the Company granted its Chief Executive Officer 1,000 common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder will receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise. The Company measured the fair value of each UAR at the date of grant using a Black-Scholes option pricing model. The assumptions used in the Black Scholes model are the same as those utilized in determining the fair value of options to purchase common units outlined above. The weighted average fair value of UARs granted was $0.06. In February 2022, the Board of Managers approved a $1,540 cash payment in lieu of equity issuance related to the UARs, which triggered recognition of $1,480 of equity-based compensation expense. |
Related Party Transactions_2__4
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | ||
Related Party Transactions | 11. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the three months ended March 31, 2022 and 2021, NuScale incurred expenses of $3,601 and $3,193, respectively, related to such arrangements. As of March 31, 2022 and 2021, NuScale owes Fluor, as accounts payable, amounts totaling $2,100 and $1,021, respectively. For the three months ended March 31, 2022 and 2021, NuScale earned revenue of $1,561 and $441, respectively. | 10. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the years ended December 31, 2021 and 2020, NuScale incurred expenses of $18,113 and $4,452, respectively. As of December 31, 2021 and 2020, NuScale owes Fluor, as accounts payable, amounts totaling $3,731 and $1,949, respectively. For the years ended December 31, 2021 and 2020, NuScale earned revenue of $1,553 and $0, respectively. |
Commitments and Contingencies_6
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 12. Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with Utah Associated Municipal Power Systems (“UAMPS”) Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is | 11. Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with UAMPS Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is $57,000. As of December 31, 2021 the net development costs incurred by UAMPS totals $5,204. We are currently in compliance and expect to remain in compliance with all related performance criteria. |
Subsequent Events_2_3_4
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events | ||
Subsequent Events | 13. Subsequent Events On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) described in footnote 3 was completed, resulting in NuScale surviving the merger and Spring Valley changing its name to NuScale Power Corporation. NuScale will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. The Transaction resulted in NuScale receiving cash in the amount of $341,000, consisting of $235,000 in PIPE funding and $145,300 in cash in trust, partially offset by transaction costs of $39,300. An evaluation of subsequent events has been performed through May 12, 2022, the date that the financial statements were issued, for purposes of disclosure and recognition. | 12. Subsequent Events An evaluation of subsequent events has been performed through March 11, 2022, for purposes of disclosure and recognition and is the date that the financial statements were issued. |
Property, Plant and Equipment_4
Property, Plant and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | ||
Schedule of Property, Plant and Equipment | March 31, December 31, (in thousands) 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 5,638 5,638 Software 16,423 15,227 Test equipment 347 347 Leasehold improvements 2,689 2,689 25,270 24,074 Less: Accumulated depreciation (21,209) (20,632) Add: Assets under development 1,508 1,518 Net property, plant and equipment $ 5,569 $ 4,960 | 2021 2020 Furniture and fixtures $ 173 $ 173 Office and computer equipment 5,638 5,436 Software 15,227 13,251 Test equipment 347 347 Leasehold improvements 2,689 2,689 24,074 21,896 Less: Accumulated depreciation (20,632) (18,614) Add: Assets under development 1,518 1,743 Net property, plant and equipment $ 4,960 $ 5,025 |
Equity-Based Compensation (Ta_2
Equity-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity-Based Compensation | ||
Schedule of activity relating to the Plan | Number of Weighted Average Unit Options Units Exercise Price Outstanding at December 31, 2021 88,878 $ 0.63 Granted 1,201 1.65 Exercised (2,928) 0.16 Forfeited (92) 1.23 Expired (59) 0.50 Outstanding at March 31, 2022 87,000 0.66 Exercisable at March 31, 2022 73,817 0.57 | Weighted Average Unit Options Number of Units Exercise Price Outstanding at December 31, 2020 74,824 $ 0.49 Granted 19,362 1.11 Exercised (3,483) 0.21 Forfeited (653) 0.99 Expired (1,172) 0.45 Outstanding at December 31, 2021 88,878 0.63 Exercisable at December 31, 2021 75,506 0.55 |
Schedule of assumptions used in determining fair value | 2022 Risk-free interest rate 1.44 % Expected dividend yield NA Expected option life 6.25 years Expected price volatility 73.98 % | 2021 2020 Risk-free interest rate 0.62% – 1.31% 0.37% – 0.59% Expected dividend yield NA NA Expected option life 6.25 years 6.25 years Expected price volatility 64.60% – 73.98% 64.6% – 69.21% |
Merger with Spring Valley (Deta
Merger with Spring Valley (Details) - USD ($) $ in Thousands | May 02, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subscription Agreements | |||
Subsequent Event [Line Items] | |||
Value of shares issued contingent on closing of the Merger | $ 211,000 | $ 211,000 | |
Value of shares issued contingent on entry into definitive documents | $ 30,000 | $ 30,000 | |
Class A Common Stock | |||
Subsequent Event [Line Items] | |||
Share exchange ratio | 1 | 1 | |
Class B ordinary share | |||
Subsequent Event [Line Items] | |||
Share exchange ratio | 1 | 1 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Proceeds from merger | $ 341,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable | |||
Deferred DOE cost share liabilities | $ 10,237 | $ 10,237 | $ 0 |
Property, Plant and Equipment_5
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | $ 25,270 | $ 24,074 | $ 21,896 |
Less: Accumulated deprecation | (21,209) | (20,632) | (18,614) |
Net property, plant and equipment | 5,569 | 4,960 | 5,025 |
Furniture and fixtures | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 173 | 173 | 173 |
Office and computer equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 5,638 | 5,638 | 5,436 |
Software | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 16,423 | 15,227 | 13,251 |
Test Equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 347 | 347 | 347 |
Leasehold improvements | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Gross property, plant and equipment | 2,689 | 2,689 | 2,689 |
Assets under development | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Net property, plant and equipment | $ 1,508 | $ 1,518 | $ 1,743 |
Notes Payable - Convertible N_2
Notes Payable - Convertible Note Payable (Details) - Convertible Notes Payable [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | |||
Apr. 30, 2022 | Sep. 30, 2011 | Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Principal amount of notes payable | $ 10,281 | |||
Minimum value of preferred units into which convertible notes payable will be converted | $ 16,000 | |||
Convertible debt outstanding | $ 14,147 | $ 14,041 | ||
Original borrowing | 11,331 | 11,331 | ||
Amortized premium | 1,050 | 1,050 | ||
Accrued interest | $ 3,866 | $ 3,760 | ||
Original amount of debt converted | $ 14,181 | |||
Common units issued upon conversion | 8,258 | |||
Share price | $ 9.91 |
Notes Payable - Other Notes P_2
Notes Payable - Other Notes Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | |
Jun. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | |
Line of Credit [Member] | |||
Short-term Debt [Line Items] | |||
Maximum borrowing capacity | $ 30,000 | ||
Minimum proceeds from sale of preferred equity for maturity of debt | 40,000 | ||
Repayments of line of credit | $ 27,200 | ||
Notes Payable, Other Payables [Member] | |||
Short-term Debt [Line Items] | |||
Minimum proceeds from sale of preferred equity for maturity of debt | $ 40,000 | ||
Notes Payable, Other Payables [Member] | Line of Credit [Member] | |||
Short-term Debt [Line Items] | |||
Maximum borrowing capacity | $ 30,000 | ||
Repayments of line of credit | $ 27,200 |
Employee Benefits (Details)_2
Employee Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefits | ||||
Employer matching contribution as percentage of employee pay, one | 3.00% | 3.00% | ||
Employees' contributions for the next 2% of compensation | 50.00% | 50.00% | ||
Employer matching contribution as percentage of employee pay, two | 2.00% | 2.00% | ||
Employers contribution expense | $ 672 | $ 425 | $ 1,878 | $ 1,813 |
Mezzanine and Members' Equity (
Mezzanine and Members' Equity (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022personVote | Dec. 31, 2021personVote | |
Mezzanine and Members' Equity | ||
Number of managers on board | person | 6 | 6 |
Number of votes per unit | Vote | 1 | 1 |
Mezzanine and Members' Equity -
Mezzanine and Members' Equity - Preferred Units Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Aug. 31, 2020 |
Preferred Units [Line Items] | |||||||||||
Investment | $ 819,694 | $ 819,694 | $ 629,089 | ||||||||
Fluor Enterprises [Member] | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 1.92 | $ 1.92 | |||||||||
Investment | $ 0 | $ 10,000 | $ 10,000 | ||||||||
JGC Holdings Corporation | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 1.92 | ||||||||||
Investment | $ 40,000 | ||||||||||
Sargent & Lundy, L.L.C [Member] | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | $ 1.92 | |||||||||
Investment | $ 8,000 | $ 8,000 | |||||||||
Sarens Nuclear & Industrial Services, LLC [Member] | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | $ 1.92 | $ 1.92 | ||||||||
Investment | $ 4,000 | $ 500 | $ 500 | ||||||||
Japan NuScale Innovation, LLC [Member] | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | $ 1.92 | |||||||||
Investment | $ 20,000 | $ 40,000 | |||||||||
GS Energy Corporation | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | ||||||||||
Investment | $ 40,000 | ||||||||||
Doosan Heavy Industries & Construction Co., Ltd | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | ||||||||||
Investment | $ 25,000 | ||||||||||
Next Tech 3 New Technology Investment | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | ||||||||||
Investment | $ 35,000 | ||||||||||
Samsung C&T Corporation | |||||||||||
Preferred Units [Line Items] | |||||||||||
Share price per share | $ 2.19 | ||||||||||
Investment | $ 20,000 |
Mezzanine and Members' Equity_2
Mezzanine and Members' Equity - Common Units (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($)Voteshares | Dec. 31, 2020USD ($)shares | Mar. 31, 2022shares | Mar. 31, 2021shares | Dec. 31, 2019shares | |
Mezzanine and Members' Equity | |||||
Vote per common unit | Vote | 1 | ||||
Number of common units repurchased | 15,000 | 55,000 | |||
Original price for repurchase of units | $ | $ 4 | $ 22 | |||
Premium for repurchase of units | $ | $ 13 | $ 27 | |||
Number of common units reserved under the Company's equity incentive plan | 96,800 | 96,800,000 | |||
Number of options available to issue for the purchase of common units | 1,525,000 | 475,000 | |||
Common units subject to possible redemption | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 |
Equity-Based Compensation - a_2
Equity-Based Compensation - activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Units | |||
Outstanding, beginning | 88,878 | 74,824 | |
Granted | 1,201 | 19,362 | |
Exercised | (2,928) | (3,483) | (105) |
Forfeited | (92) | (653) | |
Expired | (59) | (1,172) | |
Outstanding, ending | 87,000 | 88,878 | 74,824 |
Exercisable | 73,817 | 75,506 | |
Exercise Price | |||
Weighted average, beginning | $ 0.63 | $ 0.49 | |
Granted (per unit) | 1.65 | 1.11 | |
Exercised (per unit) | 0.16 | 0.21 | |
Forfeitures (in units) | 1.23 | 0.99 | |
Expired (in units) | 0.50 | 0.45 | |
Weighted average, ending | 0.66 | 0.63 | $ 0.49 |
Exercisable (in units) | $ 0.57 | $ 0.55 |
Equity-Based Compensation - a_3
Equity-Based Compensation - assumptions (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity-Based Compensation | |||
Method used | Black-Scholes | Black-Scholes | |
Risk-free interest rate | 1.44% | ||
Expected option life (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Expected price volatility | 73.98% | ||
Weighted-average grant date fair value of options granted | $ 1.65 | $ 1.11 |
Equity-Based Compensation - a_4
Equity-Based Compensation - additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2022 | Apr. 30, 2013 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, fair value | $ 6,291 | $ 3,673 | ||||
Options, intrinsic value | $ 0 | |||||
Contractual term, exercisable (in years) | 5 years 3 days | |||||
Contractual term, outstanding (in years) | 5 years 7 months 20 days | |||||
Share-based Payment Arrangement, Expense | $ 1,540 | $ 1,021 | $ 3,122 | $ 6,441 | $ 3,718 | |
Unrecognized compensation expense related to nonvested awards | $ 9,194 | $ 8,979 | ||||
Unrecognized compensation expense recognition period (in years) | 2 years 5 months 8 days | 2 years 5 months 23 days | ||||
Weighted average grant date fair value (per share) | $ 0.72 | $ 0.56 | ||||
Granted | 1,201,000 | 19,362,000 | ||||
Granted (per unit) | $ 1.65 | $ 1.11 | ||||
Appreciation rights | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Expense | $ 1,490 | $ 1,480 | ||||
Weighted average grant date fair value (per share) | $ 0.06 | $ 0.06 | ||||
Granted | 1,000,000 | 1,000 | ||||
Granted (per unit) | $ 0.11 | $ 0.11 | ||||
G & A Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Expense | 444 | 1,659 | $ 3,257 | $ 3,718 | ||
Other expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Expense | $ 577 | $ 1,463 | $ 3,184 | |||
Granted (per unit) | $ 1.09 | |||||
Retired or over five years experience [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 5 years | |||||
Share-based Payment Arrangement, Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Service period | 1 year | |||||
Share-based Payment Arrangement, Tranche Two [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 3 years |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||||
Expense incurred for related party transaction | $ 3,601 | $ 3,193 | $ 18,113 | $ 4,452 |
Accounts payable from related party | 2,100 | 1,021 | 3,731 | 1,949 |
Revenue earned from related party | $ 1,561 | $ 441 | $ 1,553 | $ 0 |
Commitments and Contingencies_7
Commitments and Contingencies (Details) - UAMPS - Development Cost Reimbursement Agreement - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Maximum reimbursement based on the current stage of project development | $ 57,000 | $ 57,000 |
Net development costs incurred | $ 10,077 | $ 5,204 |
Subsequent Events (Details)_2
Subsequent Events (Details) - Subsequent Event $ in Thousands | May 02, 2022USD ($) |
Subsequent Event [Line Items] | |
Proceeds from merger | $ 341,000 |
Merger Agreement | |
Subsequent Event [Line Items] | |
Proceeds from merger | 341,000 |
PIPE funding received in merger | 235,000 |
Cash in trust received | 145,300 |
Transaction costs | $ 39,300 |