

~~Cayman Islands~~ Delaware									98-1588588
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)



~~2100 McKinney Ave., Suite 1675~~ ~~Dallas~~, TX		~~75201~~
6650 SW Redwood Ln Suite 210	Portland		Oregon	97224
(Address of ~~principal executive offices)~~ Principal Executive Offices)				(Zip Code)

(~~214~~) ~~308-5230~~

~~(Issuer’s~~

Registrant's telephone number, including area ~~code)~~

code


6650 SW Redwood Lane
Suite 210
Portland	OR	97224

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting ~~company or an emerging growth~~ company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated filer”, and “smaller reporting ~~company”, and “emerging growth~~ company” in Rule 12b-2 of the Exchange Act.

(Check one):


Large accelerated filer	☐o	Accelerated filer	☐o
Non-accelerated filer	☒☑	Smaller reporting company	☒ ☐
		Emerging growth company	☒☑

~~As of November 8, 2021, there were 23,000,000~~

APPLICABLE ONLY TO CORPORATE ISSUERS:

The registrant had 42,494,708 Class A ~~ordinary~~common shares, $0.0001 par value and ~~5,750,000~~178,396,711 Class B ~~ordinary~~common shares, $0.0001 par value issued and ~~outstanding.~~

outstanding as of August 9, 2022.

~~SPRING VALLEY ACQUISITION CORP.~~

~~FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021~~

~~TABLE OF CONTENTS~~

Table of Contents

The definitions and abbreviations set forth below apply to the indicated terms used throughout this filing.

• “Class A common stock” refers to shares of Class A common stock, par value $0.0001 per share, of

NuScale Power Corporation

• “Class B common stock” refers to shares of Class B common stock, par value $0.0001 per share, of

NuScale Power Corporation, which represents the right to one vote per share and carries no economic rights.

• “Common Stock refers collectively to shares of Class A common stock and Class B common stock.

• “Closing” refers to the closing of the Merger.

• “DOE” refers to the U.S. Department of Energy.

• “EPCDA” refers to Engineering, Procurement, Construction Development Agreement

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

• “Fluor” refers to Fluor Enterprises, Inc., a California corporation, which is wholly owned by Fluor

Corporation (NYSE: FLR).

• “G&A” refers to general and administrative expenses.

• “IPO” or “Initial Public Offering” refers to the initial public offering of Spring Valley, which closed on

• “Legacy NuScale Equityholders” refers to the holders of NuScale LLC Units other than NuScale Power Corporation

• “Merger” refers to the merger of Merger Sub with and into NuScale LLC, with NuScale LLC as the

• “Merger Agreement” refers to the Agreement and Plan of Merger, dated as of December 13, 2021 (as

amended, modified, supplemented or waived from time to time), by and among Spring Valley, Merger Sub

• “Merger Sub” refers to Spring Valley Merger Sub, LLC, an Oregon limited liability company and a

wholly owned subsidiary of Spring Valley.

• “MWe” refers to one million watts of electric power.

• “NPM” refers to NuScale Power Module™.

• “NRC” refers to the U.S. Nuclear Regulatory Commission.

• “NuScale Corp” refers to NuScale Power Corporation, a Delaware corporation and the combined

company following the consummation of the Transaction, and its consolidated subsidiaries, including

• “NuScale Corp Warrants” refers collectively to the Public Warrants and the Private Placement Warrants.

• “NuScale LLC” refers to NuScale Power, LLC, an Oregon limited liability company.

• “NuScale LLC Class A Units” refers to the Class A units of NuScale LLC issued to NuScale Corp

immediately after the Closing.

• “NuScale LLC Class B Units” refers to non-voting, Class B units of NuScale LLC.

• “NuScale LLC Units” refers to the collective NuScale LLC limited liability company

interests existing immediately after the Closing.

• “NYSE” means the New York Stock Exchange.

• “Organizational Documents” refers to the Certificate of Incorporation and the Bylaws of NuScale Power Corporation.

• “PIPE Investment” refers to the PIPE Investors’ purchase an aggregate of 23,700,002 shares of

Class A common stock at an aggregate cash purchase price of $235,000,000 pursuant to the Subscription

• “PIPE Investors” refers, collectively, to the institutional and accredited investors that made the PIPE

• “Private Placement Warrants” refers to the 8,900,000 warrants to purchase Spring Valley Class A ordinary shares that

were issued in a private placement concurrently with the IPO and converted in the Transaction into warrants to purchase Class A common shares.

• “Public Shareholder” refers to a holder of Spring Valley Class A ordinary shares sold in the IPO.

• “Public Warrants” refers to the 11,500,000 redeemable warrants issued in the IPO and converted in the Transaction

into warrants to purchase Class A common shares.

• “R&D” refers to research and development.

• “SEC” refers to the United States Securities and Exchange Commission.

• “Securities Act” refers to the Securities Act of 1933, as amended.

• “SMR” means small modular reactor.

• “Sponsor” refers to Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company.

• “Sponsor Letter Agreement” refers to the sponsor letter agreement, dated as of December 13, 2021, by

and among Sponsor Sub, Spring Valley and NuScale LLC.

• “Sponsor Sub” refers to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company.

• “Spring Valley” refers to Spring Valley Acquisition Corp., a special purpose acquisition company

incorporated as a Cayman Islands exempt company.

• “Tax Receivable Agreement” or “TRA” refers to that certain tax receivable agreement entered into

concurrent with the Closing by and among NuScale Corp, NuScale LLC and the Legacy NuScale

• “Transaction” refers to the transactions contemplated by the Merger Agreement.

• “Units” refers to a unit which Spring Valley sold in the IPO consisting of one Spring Valley Class A

ordinary share and one half of a Spring Valley Public Warrant.

• “U.S. GAAP” or “GAAP” refers to generally accepted accounting principles in the United States set

forth in the opinions and pronouncements of the Financial Accounting Standards Board or such other

principles as may be approved by a significant segment of the accounting profession in the United States,

that are applicable to the circumstances as of the date of determination, consistently applied.

Part I - ~~FINANCIAL INFORMATION~~

Financial Information

Item 1. ~~Interim Condensed~~ Financial Statements

~~SPRING VALLEY ACQUISITION CORP.~~

~~CONDENSED BALANCE SHEETS~~

September 30,

December 31,

2021

2020

(Unaudited)

ASSETS


Cash

$
1,190,307

$
1,906,348
Prepaid expenses

108,370

237,088
Total current assets

1,298,677

2,143,436
Investments held in trust account

—

232,301,973
Investments held in brokerage account

232,316,486

—
Total assets

$
233,615,163

$
234,445,409

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:

Accounts payable

$
345,062

$
0
Accrued expenses

10,550

49,934
Total current liabilities

355,612

49,934
Deferred underwriting fees payable

8,050,000

8,050,000
Derivative warrant liabilities

30,174,000

33,660,000
Total liabilities

38,579,612

41,759,934

Commitments and Contingencies (Note 7)



Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.10 redemption value as of September 30, 2021 and December 31, 2020 respectively

232,300,000

232,300,000

Shareholders' Deficit


Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding

—

—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020 (excluding 23,000,000 shares subject to possible redemption)

0

0
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2021 and December 30, 2020

575

575
Additional paid-in capital

—

—
Accumulated deficit

(37,265,024)

(39,615,100)
Total shareholders' deficit

(37,264,449)

(39,614,525)
Total Liabilities and Shareholders' Deficit

$
233,615,163

$
234,445,409

NuScale Power Corporation

Condensed Consolidated Balance Sheet

(in thousands) June 30, 2022 December 31, 2021
(unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 350,823 $ 77,094
Prepaid expenses 7,670 4,147
Accounts receivable 15,001 4,833
   Total current assets 373,494 86,074
Property, plant and equipment, net 5,325 4,960
In-process research and development 16,900 16,900
Intangible assets, net 1,148 1,236
Goodwill 8,255 8,255
Other assets 2,109 3,772
   Total assets $ 407,231 $ 121,197
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses $ 24,135 $ 22,375
Accrued compensation 5,647 10,552
Convertible notes payable — 14,041
Other accrued liabilities 657 1,440
   Total current liabilities 30,439 48,408
Warrant liabilities 41,412 —
Noncurrent liabilities 2,848 2,976
Deferred revenue 794 1,415
   Total liabilities 75,493 52,799
   Mezzanine equity — 2,140
Stockholders’ Equity
Convertible preferred units — 819,694
Common units — 28,184
Class A common stock, par value $0.0001 per share, 332,000,000 shares authorized, 42,028,341 shares issued and outstanding as of June 30, 2022 4 —
Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 178,396,711 shares issued and outstanding as of June 30, 2022 18 —
Additional paid-in capital 221,379 —
Accumulated deficit (158,771) (781,620)
   Total Stockholders’ Equity Excluding Noncontrolling Interests 62,630 66,258
Noncontrolling interests 269,108 —
   Total Stockholders' Equity 331,738 66,258
   Total Liabilities, Mezzanine Equity and Stockholders' Equity $ 407,231 $ 121,197

The accompanying notes are an integral part of these ~~unaudited condensed~~ financial statements.

~~SPRING VALLEY ACQUISITION CORP.~~

~~CONDENSED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

August 20, 2020


Three Months

Nine Months

(inception)

Ended

Ended

through

September 30,

September 30,

September 30,

2021

2021

2020

Formation and operating costs

$
441,400

$
1,125,437

$
7,221
Loss from operations

(441,400)

(1,125,437)

(7,221)
Gain on investments, dividends and interest, held in Trust Account

2,992

14,513

—
Change in fair value of derivative liabilities

(1,488,000)

3,486,000

—
Net Income (Loss)

$
(1,926,408)

$
2,375,076

$
(7,221)

Weighted average shares outstanding of Class A redeemable ordinary

23,000,000

23,000,000

—
Basic and diluted net income (loss) per share, Class A

$
(0.07)

$
0.08

$
—
Weighted average shares outstanding of Class B non-redeemable ordinary shares

5,750,000

5,750,000

5,750,000
Basic and diluted net income (loss) per ordinary share, Class B

$
(0.07)

$
0.08

$
(0.00)

NuScale Power Corporation

Condensed Consolidated Statements of Operations

(in thousands) Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Revenue $ 2,749 $ 372 $ 5,194 $ 1,036
Cost of sales (1,739) (245) (2,944) (651)
    Gross margin 1,010 127 2,250 385
Research and development expenses 28,628 20,900 53,008 39,651
General and administrative expenses 15,443 10,893 25,963 18,838
Other expenses 9,605 9,280 19,793 19,301
    Loss from operations (52,666) (40,946) (96,514) (77,405)
Department of Energy cost share 25,177 16,833 45,639 31,569
Change in fair value of warrant liabilities 6,120 — 6,120 —
Other cost share (interest expense) (11) (566) 2 (1,509)
   Loss before income taxes (21,380) (24,679) (44,753) (47,345)
Provision (benefit) for income taxes — — — —
   Net loss (21,380) (24,679) (44,753) (47,345)
Net loss attributable to legacy NuScale LLC holders prior to Transaction (7,782) — (31,155) —
Net loss attributable to noncontrolling interests (11,005) — (11,005) —
Net Loss Attributable to Class A Common Stockholders $ (2,593) $ (24,679) $ (2,593) $ (47,345)
Loss per Share of Class A Common Stock:
Basic and Diluted $ (0.06) $ — $ (0.06) $ —
Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted 42,028,341 — 42,028,341 —

The accompanying notes are an integral part of these ~~unaudited condensed~~ financial statements.

NuScale Power Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity


(in thousands)										Common Stock
	Mezzanine Equity			Convertible Preferred Units			Common Units			Class A			Class B			Additional Paid-in Capital	Accumulated Deficit		Noncontrolling Interests		Total Stockholders’ Equity
	Units	Amount		Units	Amount		Units	Amount		Shares	Amount		Shares	Amount
Balances at March 31, 2022 (unaudited)	6,000	$	2,140	633,261	$	819,694	11,671	$	29,082	—	$	—	—	$	—	—	$	(804,993)	$	—	$	43,783


Exercise of common unit options	—	—		—	—		836	377		—	—		—	—		—	—		—		377
Repurchase of common units	—	—		—	—		(15)	(3)		—	—		—	—		—	—		—		(3)
Issuance of treasury units	—	—		—	—		—	—		—	—		—	—		—	—		—		—
Conversion of equity award to liability award	—	—		—	—		—	—		—	—		—	—		—	—		—		—
Equity-based compensation expense	—	—		—	—		—	338		—	—		—	—		773	—		—		1,111
Reverse recapitalization, net	(6,000)	(2,140)		(633,261)	(819,694)		(12,492)	(29,794)		42,028	4		178,397	18		220,606	656,597		280,113		307,850
Net loss attributable to legacy NuScale prior to Transaction	—	—		—	—		—	—									(7,782)				(7,782)
Net loss after the Transaction	—	—		—	—		—	—		—	—		—	—		—	(2,593)		(11,005)		(13,598)
Balances at June 30, 2022 (unaudited)	—	$	—	—	$	—	—	$	—	42,028	$	4	178,397	$	18	221,379	$	(158,771)	$	269,108	$	331,738

Table of Contents

~~SPRING VALLEY ACQUISITION CORP.~~

Condensed Consolidated Statements of Changes in Stockholders’ Equity


(in thousands)										Common Stock
	Mezzanine Equity			Convertible Preferred Units			Common Units			Class A			Class B			Additional Paid-in Capital	Accumulated Deficit		Noncontrolling Interests		Total Stockholders’ Equity
	Units	Amount		Units	Amount		Units	Amount		Shares	Amount		Shares	Amount
Balances at December 31, 2021	6,000	$	2,140	633,261	$	819,694	9,074	$	28,184	—	$	—	—	$	—	—	$	(781,620)	$	—	$	66,258


Exercise of common unit options	—	—		—	—		3,764	847		—	—		—	—		—	—		—		847
Repurchase of common units	—	—		—	—		(358)	(566)		—	—		—	—		—	—		—		(566)
Issuance of treasury units	—	—		—	—		12	20		—	—		—	—		—	—		—		20
Conversion of equity award to liability award	—	—		—	—		—	(50)		—	—		—	—		—	—		—		(50)
Equity-based compensation expense	—	—		—	—		—	1,359			—		—	—		773	—		—		2,132
Reverse recapitalization, net	(6,000)	(2,140)		(633,261)	(819,694)		(12,492)	(29,794)		42,028	4		178,397	18		220,606	656,597		280,113		307,850
Net loss attributable to legacy NuScale prior to Transaction	—	—		—	—		—	—		—	—		—	—		—	(31,155)		—		(31,155)
Net loss after the Transaction	—	—		—	—		—	—		—	—		—	—		—	(2,593)		(11,005)		(13,598)
Balances at June 30, 2022 (unaudited)	—	$	—	—	$	—	—	$	—	42,028	$	4	178,397	$	18	221,379	$	(158,771)	$	269,108	$	331,738

Table of Contents

~~CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT~~

~~For the three and nine months ended September 30, 2021 (Unaudited)~~

Ordinary Shares

Additional

Total


Class B

Paid-In

Accumulated

Shareholders'


Shares

Amount

Capital

Deficit

Deficit
Balance as of January 1, 2021

5,750,000

$
575

$
—

$
(39,615,100)

$
(39,614,525)
Offering cost paid in the quarter

—

—

—

—

—
Accretion of Class A Ordinary Shares to redemption value

—

—

—

(25,000)

(25,000)
Net income

—

—

—

8,734,669

8,734,669
Balance as of March 31, 2021

5,750,000

$
575

$
—

$
(30,905,431)

$
(30,904,856)
Net loss

—

—

—

(4,433,185)

(4,433,185)
Balance as of June 30, 2021

5,750,000

$
575

$
—

$
(35,338,616)

$
(35,338,041)
Net loss

—

—

—

(1,926,408)

(1,926,408)
Balance as of September 30, 2021

5,750,000

$
575

$
—

$
(37,265,024)

$
(37,264,449)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands)
Mezzanine Convertible Preferred Units Common Units Accumulated Deficit Total
Stockholders’
Equity
Units Amount Units Amount Units Amount
Balances at March 31, 2021 (unaudited) 6,000 $ 2,140 563,843 $ 669,628 5,529 $ 24,032 $ (701,793) $ (8,133)
Sale of convertible preferred units — — 27,396 58,040 — — — 58,040
Issuance of convertible preferred units — — — — — — — —
Exercise of common unit options — — — — 2,587 383 — 383
Issuance of treasury shares — — — — 66 73 — 73
Equity-based compensation expense — — — — — 1,066 — 1,066
Net loss — — — — — — (24,679) (24,679)
Balances at June 30, 2021 (unaudited) 6,000 $ 2,140 591,239 $ 727,668 8,182 $ 25,554 $ (726,472) $ 26,750

(in thousands)
Mezzanine Convertible Preferred Units Common Units Accumulated Deficit Total
Stockholders’
Equity
Units Amount Units Amount Units Amount
Balances at December 31, 2020 6,000 $ 2,140 542,729 $ 629,089 5,492 $ 20,899 $ (679,127) $ (29,139)
Sale of convertible preferred units — — 48,490 98,540 — — — 98,540
Issuance of convertible preferred units — — 20 39 — — — 39
Exercise of common unit options — — — — 2,624 394 — 394
Issuance of treasury shares — — — — 66 73 — 73
Equity-based compensation expense — — — — — 4,188 — 4,188
Net loss — — — — — — (47,345) (47,345)
Balances at June 30, 2021 (unaudited) 6,000 $ 2,140 591,239 $ 727,668 8,182 $ 25,554 $ (726,472) $ 26,750

The accompanying notes are an integral part of these ~~unaudited condensed~~ financial statements.

~~SPRING VALLEY ACQUISITION CORP.~~

~~CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY~~

~~FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~

Ordinary Shares

Additional

Class B

Paid-In

Accumulated

Shareholders'


Shares

Amount

Capital

Deficit

Equity
Balance as of August 20, 2020 (inception)

0

$
0

$
0

$
0

$
0
Issuance of ordinary shares to Sponsor

5,750,000

575

24,425

—

25,000
Net loss

—

—

—

(7,221)

(7,221)
Balance as of September 30, 2020

5,750,000

$
575

$
24,425

$
(7,221)

$
17,779

NuScale Power Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands) Six months ended
June 30,
2022 2021
OPERATING CASH FLOW
Net loss $ (44,753) $ (47,345)
Adjustments to reconcile net loss to operating cash flow:
   Depreciation 1,215 1,014
   Amortization of intangibles 89 89
   Equity-based compensation expense 2,132 4,188
   Change in fair value of warrant liabilities (6,120) —
   Net noncash change in right of use assets and lease liabilities 803 754
   Changes in assets and liabilities:
      Prepaid expenses and other assets (2,597) 426
      Accounts receivable (10,168) (7,728)
      Accounts payable and accrued expenses 1,789 (555)
      Lease liability (812) (896)
      Deferred DOE cost share (104) 426
      Deferred revenue (621) 65
      Accrued compensation (4,905) (1,116)
Net cash used in operating activities (64,052) (50,678)
INVESTING CASH FLOW
Purchases of property, plant and equipment (1,581) (437)
Net cash used in investing activities (1,581) (437)
FINANCING CASH FLOW
Proceeds from Transaction, net 341,462 —
Payments of Transaction costs (2,401) —
Proceeds from debt issuance — 27,200
Repayment of debt — (47,200)
Proceeds from sale of convertible preferred units — 100,500
Proceeds from exercise of common unit options 847 394
Repurchase of common units (566) —
Issuance of treasury units 20 73
Net cash provided by financing activities 339,362 80,967
Net increase in cash and cash equivalents 273,729 29,852
Cash and cash equivalents:
Beginning of period 77,094 4,864
End of period $ 350,823 $ 34,716
Summary of noncash investing and financing activities:
Assumption of Transaction warrant liabilities 47,532 —
Debt converted to equity 14,181 —
Conversion of equity options to liability award 50 —
Conversion of accounts payable to convertible preferred units — 39
Equity issuance fees — 1,960
Supplemental disclosures of cash flow information:
Cash paid for interest — 1,478

The accompanying notes are an integral part of these ~~unaudited condensed~~ financial statements.

Table of Contents

~~SPRING VALLEY ACQUISITION CORP.~~

~~CONDENSED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Nine Months

Ended

Inception-to-date

September 30,

September 30,


2021

2020

Cash Flows from Operating Activities:


Net income (loss)

$
2,375,076

$
(7,221)
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Change in fair value of derivative liabilities

(3,486,000)

—
Gain on marketable securities (net), dividends and interest, held in Trust Account

(14,513)

—
Formation and operating cost paid through the issuance of ordinary shares to Sponsor

—

5,000
Changes in operating assets and liabilities:

Prepaid expenses and other assets

128,719

(4,442)
Accounts payable and accrued expenses

305,677

—
Net cash used in operating activities

(691,041)

(6,663)

Cash Flows from Financing Activities:

Advances from related party

—

6,663
Offering costs paid

(25,000)

—
Net cash provided by financing activities

(25,000)

6,663

Net decrease in cash

(716,041)

—
Cash - beginning of period

1,906,348

—
Cash - end of period

$
1,190,307

$
—

Supplemental disclosure of noncash investing and financing activities:

Initial classification of Class A Ordinary Shares subject to possible redemption

$
(24,393,102)

$
—
Accretion of Class A Ordinary Shares to redemption value

$
24,393,102

$
—
Deferred offering costs included in accrued expenses

$
—

$
59,559
Deferred offering costs paid through promissory note — related party

$
—

$
113,163
Deferred offering costs paid through the issuance of ordinary shares to Sponsor

$
—

$
20,000

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

~~Table~~1.Nature of ~~Contents~~Business

~~SPRING VALLEY ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~Note 1 - Description Of~~ Organization ~~And Business~~and Operations

NuScale Power Corporation (“NuScale Corp” or 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. The Company is majority owned by Fluor Enterprises, Inc. (“Fluor”), a subsidiary of Fluor Corporation.

2.Merger Transaction

Merger with Spring Valley

In December 2021, NuScale LLC 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”), a wholly owned subsidiary of Spring Valley. Pursuant to the Merger Agreement, Merger Sub merged with and into NuScale LLC (the ~~“Company”~~“Merger”) ~~is a blank check company incorporated~~, with NuScale LLC surviving the Merger (the “Surviving Company”), Spring Valley being renamed NuScale Power Corporation, and NuScale LLC continuing to be held as a ~~Cayman Islands exempted~~wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) was completed.

The Transaction is shown as a reverse recapitalization under GAAP. Spring Valley is the acquired company, with NuScale LLC treated as the acquirer. This determination reflects Legacy NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp, and NuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although Spring Valley is the legal parent company, GAAP dictates that the financial statements of NuScale Corp will represent a continuation of NuScale LLC’s operations, with the Transaction being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Transaction with Spring Valley.

The following table provides the historical cost of the assets and liabilities assumed as a result of the Transaction:


Cash	$	341,462
Warrant liabilities	(47,532)
Total net assets	$	293,930

In connection with the Transaction, each Convertible Preferred Unit of the NuScale LLC was converted into common units using an exchange ratio, and each NuScale LLC common unit holder received a certain number of Surviving Company Class B common units and non-economic voting shares of NuScale Corp Class B common stock based on ~~August 20, 2020.~~ an exchange ratio. Holders of Surviving Company Class B common units 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 Corp Class B common stock, par value $0.0001, for 1 share of NuScale Corp Class A common stock, par value $0.0001, (or cash), subject to certain restrictions.

Further, in connection with the Merger Agreement, Spring Valley also entered into Subscription Agreements with PIPE Investors to purchase shares of NuScale Power Corporation Class A common stock. These investments were contingent on the closing of the Transaction. Additionally, $30,000 of these investments were contingent on the entry into definitive documents between the investor, Fluor Corporation and NuScale LLC with respect to certain ancillary commercial arrangements, which were satisfied in February 2022. As of June 30, 2022, these investors purchased 23,700,002 shares of Class A common stock for an aggregate amount of $235,000.

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Finally, in connection with the Transaction, the convertible loan held by Fluor, identified in the December 31, 2021 balance sheet as convertible note payable, was converted into 8,257,560 NuScale LLC Class B units in April 2022 (which then received Surviving Company common units and non-economic voting shares of NuScale Power Corporation Class B common stock).

The Transaction resulted in NuScale LLC receiving cash in the amount of $341,462, consisting of $235,000 in PIPE funding and $145,525 in cash in trust, partially offset by transaction costs of $39,063.

The following summarizes the Common Stock outstanding immediately following the Transaction, on May 3, 2022:


	Shares	%
Spring Valley Class A Shareholders	14,400,369	6.5	%
Spring Valley Founders (B)	3,871,009	1.8	%
Total Spring Valley	18,271,378	8.3	%
Legacy NuScale Equityholders	178,396,711	81.0	%
PIPE Shares	23,700,002	10.8	%
Total Shares at Closing (excluding shares below)	220,368,091	100.0	%

Remaining NuScale Consideration Shares - upon Exercise of NuScale Corp Options	14,742,933
Other - Earn Out Shares (A)	1,643,924
Total Shares	236,754,948

(A) Spring Valley Founders also receive “Earn Out Shares”, should certain criteria be met. NaN percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the VWAP is greater than or equal to $14.00 per share.

(B) Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors.

Earn Out Shares

The Company ~~was incorporated~~has excluded Earn Out Shares in the calculation of the ownership interests in NuScale LLC as the Earn Out Shares are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Transaction. To the extent these price thresholds are met, the Earn Out Shares will no longer be subject to forfeiture and the units will then be included in the calculation of the ownership interests in NuScale Corp.

Warrants

The Private Placement Warrants and the Public Warrants (collectively the “Warrants”) are included on the balance sheet as Warrant liabilities. We are required to measure the fair value of the Warrants at the end of each reporting period. See note 5 for the ~~purpose~~rights of ~~effecting~~the Warrant holders and note 6 for the valuation methodology.

Tax Receivable Agreements

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Upon consummation of the Transaction, as part of the Up-C structure, substantially all of the assets of the combined company are held by NuScale LLC, and NuScale Corp’s only asset is its equity interest in NuScale LLC. NuScale Corp entered into a ~~merger,~~Tax Receivable Agreement (“TRA”) with NuScale LLC, each of the TRA Holders (as defined in the TRA), and Fluor, in its capacity as TRA Representative. Pursuant to the TRA, NuScale Corp must pay 85% of the net cash tax savings from certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange by the TRA holders of NuScale LLC Class B units for shares of Class A common stock or cash in the future.

NuScale Corp will benefit from the remaining 15% of cash tax savings, if any, realized as a result of such tax benefits. Cash tax savings will be computed by comparing NuScale Corp’s actual income tax liability to the amount of such taxes that NuScale Corp would have been required to pay had there been no increase to the tax basis of its assets as a result of the Transaction or the exchanges and had NuScale Corp not entered into the TRA (calculated by making certain assumptions).

As of June 30, 2022, there have been no exchanges of Class B units for shares of Class A common stock or cash. NuScale Corp maintains a full valuation allowance and no liability related to the projection obligation under the TRA has been recorded.

3.Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under U.S. GAAP (“GAAP”), and therefore should be read in conjunction with the 2021 audited financial statements of NuScale LLC, 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.

These financial statements 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.

Principles of Consolidation

As part of the Transaction, NuScale Corp has been determined to be the primary beneficiary of NuScale Power, LLC (“NuScale LLC”), a variable interest entity (“VIE”). As the sole managing member of NuScale LLC, NuScale Corp, has both the power to direct the activities, and direct ownership to share ~~exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (a “Business Combination”).~~

in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying condensed consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the NuScale Corp Warrants. All significant intercompany transactions have been eliminated upon consolidation.

Warrant Liability

The Company isaccounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not ~~limited~~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 ~~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~~fair value at each reporting period. This liability is subject to ~~all~~re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the ~~risks associated with early stage~~Public and ~~emerging growth companies.~~

AsPrivate Placement Warrants has been estimated using the Public Warrants’ quoted market price. See note 5 for further discussion of ~~September 30, 2021,~~the pertinent terms of the Warrants and note 6 for further discussion of the methodology used to determine the value of the Warrants.

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Income Taxes

NuScale Corp accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.

The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. Once identified, the Company ~~had~~will recognize penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations.

NuScale LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes that is not ~~commenced~~subject to U.S. federal income tax. As such, its net taxable income or loss and any ~~operations. All activity through September 30, 2021 relates~~related tax credits are allocated to its members.

4.Noncontrolling Interests and Loss Per Share

Noncontrolling Interests

Following the ~~Company’s formation and~~Transaction, holders of Class A common stock own direct controlling interest in the ~~initial public offering~~results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“~~Initial Public Offering”~~NCI”)~~, which is described below, and subsequent to the Initial Public Offering, searching for a business combination.~~ in equity in NuScale Corp’s condensed consolidated financial statements. 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~~indirect economic interests are held by Legacy NuScale Equityholders in the form of ~~interest income~~NuScale LLC Class B Units. The following table summarizes the economic interests of NuScale Power Corporation between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of June 30, 2022:


	June 30, 2022	% of Economic Interests
NuScale Corp Class A common stock	42,028,341	19.1	%
NuScale LLC Class B Units (NCI)	178,396,711	80.9	%
	220,425,052	100.0	%

The NCI may decrease according to the number of shares of Class B common stock and NuScale LLC Class B units that are exchanged for shares of Class A common stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of Class A common stock received in a contemporaneous equity issuance. The calculation of NCI is based on the net assets of NuScale Corp following the completion of the Transaction.

Loss Per Share

Prior to the Transaction, the membership structure of NuScale LLC included units that had profit interests. The Company analyzed the calculation of net loss per unit for periods prior to the Transaction and determined that it

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

resulted in values that would not be meaningful to the readers of these financial statements. Therefore, net loss per unit information has not been presented for periods prior to May 2, 2022.

As discussed in Note 2, the Company has issued Earn Out Shares, that are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with GAAP, Earn Out Shares are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earn Out Shares will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the ~~proceeds derived from~~date their stock price thresholds are met and they are no longer subject to forfeiture.

Basic loss per share is based on the ~~Initial Public Offering.~~

~~The registration statement~~average number of shares of Class A common stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of RSUs, Stock Options, Warrants and Earn Out Shares, if any, using the “treasury stock” method and for all other interests that convert into potential shares of Class A common stock, if any, using the “if converted” method. Net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the Company’s ~~Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020,~~share of NuScale LLC’s net loss, net of NuScale Corp taxes, after giving effect to all other interests that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.

The following table sets forth the computation of basic and diluted net loss per share of Class A common stock and represents the period from May 3, 2022 to June 30, 2022, the period where the Company ~~consummated~~had Class A and Class B common stock outstanding. Class B common stock represents a right to cast one vote per share at the ~~Initial~~NuScale Corp level, and carry no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented.


	Three Months Ended June 30, 2022
Net loss attributable to Class A common stockholders	$	(2,593)
Weighted-average shares for basic and diluted loss per share	42,028,341
Basic and Diluted loss per share of Class A common stock	$	(0.06)
Anti-dilutive securities excluded from shares outstanding:
Class B common shares	178,396,711
Stock options and RSUs	14,742,933
Warrants	20,400,000
Earn Out	1,643,924
Total	215,183,568

5.Warrant Liabilities

As of June 30, 2022, the Company had 11,500,000 Public ~~Offering~~Warrants and 8,900,000 Private Placement Warrants outstanding.

Warrants may only be exercised for a whole number of ~~23,000,000 units (the “Units”~~shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants are currently exercisable and will expire five years from the date of the Transaction or earlier upon redemption or liquidation.

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00. The Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants):

•in whole and not in part;

•at a price of $0.01 per Warrant;

•upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and

•if the closing price of the Class A common stock 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 share of Class A common stock equals or exceeds $10.00. The Company may redeem the outstanding warrants:

•in whole and not in part;

•at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A common stock;

•if, and only if, the closing price of the Class A common stock equals 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 sends the notice of redemption to the Warrant holders; and

•if the closing price of the Class A common stock 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.

If the Company calls the Public Warrants for redemption, as described above, the exercise price and number of ordinary shares ~~included~~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.

Beginning with the 30th day following the Transaction, the Private Placement Warrants became almost identical to the Public Warrants underlying the Units sold in the ~~“Public Shares”) which includes~~Spring Valley Initial Public Offering. Additionally, the ~~full exercise~~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 ~~underwriters~~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.

6.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

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

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 ~~over-allotment option~~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 deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities.

Our Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in fair value of the Warrants are recorded in the statement of operations each period. Due to the similarity of the features of the Public and Private Warrants, management has concluded that the price of the Public Warrants would be used in the valuation of the Private Placement Warrants. However, since the two types of Warrants are not identical and the Private Warrants are not actively traded, we have classified the Private Placement Warrants as Level 2, while the Public Warrants are classified as Level 1.

The following table represents the Company’s financial liabilities measured at fair value on a recurring basis as of June 30, 2022:


(in thousands)	Level 1		Level 2		Level 3		Total
Warrant Liabilities:
Public Warrants	$	23,345	$	—	$	—	$	23,345
Private Placement Warrants	—		18,067		—		18,067
Total Warrant Liabilities as of June 30, 2022	$	23,345	$	18,067	$	—	$	41,412

7.Accounts Receivable

Accounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. At June 30, 2022 and December 31, 2021, accounts receivable are presented net of $1,776 and $10,237, respectively, 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.

8.Property, Plant and Equipment

Property, plant and equipment consisted of the following:


	June 30,		December 31,
(in thousands)	2022		2021
Furniture and fixtures	$	173	$	173
Office and computer equipment	7,082		5,638
Software	16,487		15,227
Test equipment	347		347
Leasehold improvements	2,689		2,689
	26,778		24,074
Less: Accumulated depreciation	(21,847)		(20,632)
Add: Assets under development	394		1,518
Net property, plant and equipment	$	5,325	$	4,960

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

9.Notes Payable

Convertible Note Payable

In September 2011, NuScale entered into a convertible loan agreement with Fluor in the amount of ~~3,000,000 Units,~~$10,281 with an original maturity date of September 30, 2013, which was extended annually. The debt was convertible at ~~$10.00~~Fluor’s option at the original issue price per ~~Unit, generating gross proceeds~~unit of ~~$230,000,000~~the Company’s next round of financing securities amounting to no less than $16,000.

In April 2022, Fluor elected to convert all of its outstanding debt, totaling $14,181, into 8,257,560 NuScale LLC common units (which then received Surviving Company common units and non-economic voting shares of NuScale Corp Class B common stock) at a price per unit of $9.91, which is ~~described~~equivalent to the PIPE price per unit received in ~~Note 4.~~

~~Simultaneously~~conjunction with the ~~closing~~Transaction.

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. This Line of Credit Promissory Note expired at December 31, 2021.

10.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 ~~Initial Public Offering,~~management. Under the provisions of the 401(k) Plan, the Company ~~consummated~~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 $495 and $488 for the three months ended June 30, 2022 and 2021, respectively, and $1,167 and $913 for the six months ended June 30, 2022 and 2021, respectively.

11.Income Taxes

NuScale LLC was historically and remains a partnership for U.S. federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of NuScale LLC.

The effective tax rate was 0% for the three months ended June 30, 2022. The effective income tax rate for the three months ended June 30, 2022 differed significantly from the statutory rates, primarily due to the losses allocated to NCI and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Transaction.

Income tax expense recorded in the three months ended June 30, 2022 represents amounts owed to state authorities due to the change in corporate taxpayer status following the Transaction.

The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at NuScale Corp as of June 30, 2022, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

12.Equity-Based Compensation

Options to purchase common units of NuScale LLC under the Fourth Amended and Restated Equity Incentive Plan of NuScale LLC (the “Legacy Plan”) were granted, before completion of the Transaction, at an exercise price equal to the fair market value of the NuScale LLC’s common units at the date of grant. In connection with the Transaction, all outstanding options to purchase NuScale LLC common units converted into options to purchase 14,742,933 NuScale Corp Class A common stock. Shares underlying those options, and an additional 17,760,961 shares of Class A common stock issuable under the Company’s 2022 long-term incentive plan, were registered on a registration statement on Form S-8, filed with the SEC on July 5, 2022. Except with respect to equity awards outstanding as of the Transaction, the Legacy Plan terminated on May 2, 2022, and no further equity awards will be made, or have been made since, under the Legacy Plan.

The following table summarizes the activity relating to the Legacy Plan of NuScale LLC (historical NuScale LLC units adjusted using the exchange ratio):


Share Options	Number of Shares	Weighted Average Exercise Price
Outstanding at December 31, 2021	15,393,670	$	3.64
Granted	208,013	9.53
Exercised	(775,094)	1.22
Forfeited	(38,797)	6.80
Expired	(44,859)	3.24
Outstanding at June 30, 2022	14,742,933	3.87
Exercisable at June 30, 2022	12,721,473	3.41

The total compensation expense recognized for common share options vested during the three months ended June 30, 2022 and 2021 was $1,111 and $1,066, respectively, and $2,132 and $4,188 for the six months ended June 30, 2022 and 2021, respectively. This includes G&A expense of $399 and other expense of $712 for the three months ended June 30, 2022 and $520 of G&A expense and $546 in other expense for the three months ended June 30, 2021. The six months ended June 30, 2022 and 2021 include G&A expense of $843 and $2,179, respectively, and other expense of $1,289 and $2,009, respectively.

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 six months ended June 30, 2022 was $6.29. The following assumptions were used in determining the fair value of options granted during the six months ended June 30:


	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 1,000,000 NuScale LLC common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder 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.

Table of Contents

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

In February 2022, the Board of Managers approved a $1,540 cash payment (paid during the three months ended June 30, 2022) in lieu of equity issuance related to the UARs, which triggered recognition of $1,490 of equity-based compensation expense, included in G&A.

13.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 June 30, 2022 and 2021, NuScale incurred expenses of $5,571 and $2,303, respectively, while for the six months ended June 30, 2022 and 2021, NuScale incurred expenses of $9,172 and $5,496, respectively. As of June 30, 2022 and December 31, 2021, NuScale owes Fluor, as accounts payable, amounts totaling $3,524 and $3,731, respectively. For the three months ended June 30, 2022 and 2021, NuScale earned revenue of $1,956 and $254, respectively, and for the six months ended June 30, 2022 and 2021, NuScale earned $3,517 and $695, respectively. In addition, at June 30, 2022 and December 31, 2021, the Company owes Fluor, as a noncurrent liability, $2,765.

14.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. Additionally, we are involved in various legal proceedings and claims relating to the Transaction with Spring Valley. 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 varies 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 June 30, 2022 the net development costs incurred by UAMPS totaled $13,024.

Under this agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of these net development costs. The Company is currently using a demand deposit account as collateral for a $15,000 letter of credit covering the total net development costs outstanding at June 30, 2022. This demand deposit account must maintain a minimum amount equal to 105% of the aggregate amount available to be drawn under all letters of credit outstanding.

We are currently in compliance, and expect to remain in compliance, with all related performance criteria.

15.Subsequent Events

An evaluation of subsequent events has been performed through the date that the financial statements were issued.

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of NuScale Power Corporation (“NuScale Corp”) should be read together with our NuScale LLC financial statements as of and for the years ended December 31, 2021 and 2020 and NuScale Corp unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2022 and 2021, together with related notes thereto. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors. Unless the context otherwise requires, references in this section to “NuScale LLC,” “us,” “our” or “we” refer to NuScale Power, LLC prior to the Transaction, and to NuScale Power, Corporation (“NuScale Corp”) following the consummation of the Transaction.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position and business strategy and the expectations, beliefs, intentions, plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “continue,” “could,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “will,” “would,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about:

•our financial and business performance, including financial projections and business metrics;

•the ability to maintain the listing of the Class A Common Stock on the NYSE, and the potential liquidity and trading of such securities;

•the ability to obtain regulatory approvals to deploy our SMRs in the United States and abroad;

•changes in applicable laws or regulations;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•forecasts regarding end-customer adoption rates and demand for our products in markets that are new and rapidly evolving;

•macroeconomic conditions;

•availability of a limited number of suppliers for our products and services;

•increases in costs, disruption of supply, or shortage of materials;

•our dependence on a small number of customers, and failure to add new customers or expand sales to existing customers;

•substantial regulations, which are evolving, and unfavorable changes or failure by us to comply with these regulations;

•product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims;

•changes to United States trade policies, including new tariffs or the renegotiation or termination of existing trade agreements or treaties;

•various environmental and safety laws and regulations that could impose substantial costs on us and negatively impact the ability of our suppliers to operate their manufacturing facilities and of our customers to own and operate our plants;

•outages and disruptions of our services if we fail to maintain adequate security and supporting infrastructure as we scale our information technology systems;

•availability of additional capital to support business growth;

•failure to protect our intellectual property;

•intellectual property rights claims by third parties, which could be costly to defend, related significant damages and resulting limits on our ability to use certain technologies;

•developments and projections relating to our competitors and industry;

•our anticipated growth rates and market opportunities;

•the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements;

•the potential for our business development efforts to maximize the potential value of our portfolio;

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•the inability to develop and maintain effective internal controls;

Table of Contents

•failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

•cyber-attacks and security vulnerabilities; and

•COVID-19 and other pandemics, including their effect on the foregoing.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. Many factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, and there can be no assurance that future developments affecting us will be those we have anticipated. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Risk Factors” in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we currently consider immaterial, or which are unknown. It is not possible to predict or identify all such risks. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. No person should take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future.

Overview

Our mission is to provide scalable advanced nuclear technology for the production of electricity, heat, and clean water to improve the quality of life for people around the world. We are changing the power that changes the world by creating an energy source that is smarter, cleaner, safer and cost competitive.

Our small modular reactor (“SMR”), known as NuScale Power Module (“NPM”), provides a scalable power plant solution incorporating enhanced safety, improved affordability and extended flexibility for diverse electrical and process heat applications. Our scalable design provides carbon-free energy and at a reduced cost when compared with gigawatt-sized nuclear facilities.

Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In 2017, we submitted our Design Certification Application (“DCA”) to the U.S. Nuclear Regulatory Commission (“NRC”). On August 28, 2020, the NRC issued its Final Safety Evaluation Report, representing the NRC’s completion of its technical review. On September 11, 2020 the NRC issued its Standard Design Approval (“SDA”) of our NPM and scalable plant design. With this phase of NuScale LLC’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NPM and plant design. We expect our operating losses and negative operating cash flow to grow until the commercialization of the NPM. On July 29, 2022, the NRC directed the staff to issue a final rule that certifies NuScale LLC’s SMR design for use in the United States. The certification’s effective date is 30 days after NRC publishes the rule in the Federal Register.

Merger Transaction

Merger

On May 2, 2022, we completed a merger (the “Merger”) with NuScale LLC pursuant to the Agreement and Plan of Merger dated December 13, 2021 (as amended, modified, supplemented or waived, the “Merger Agreement”) between NuScale Corp (formerly Spring Valley Acquisition Corp.), NuScale LLC and Spring Valley Merger Sub, LLC, a wholly owned subsidiary of NuScale Corp (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub would be merged with and into NuScale LLC (the “Merger”), with NuScale LLC surviving the Merger (the “Surviving Company”), Spring Valley Acquisition Corp being renamed NuScale Power Corporation, and NuScale LLC continuing to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. On May 2, 2022, the transaction contemplated by the Merger Agreement, including the Merger (collectively the “Transaction”), was completed.

The Transaction was accounted for as a reverse recapitalization as provided under GAAP. NuScale Corp is the acquired company, with NuScale LLC treated as the acquirer. This determination reflects Legacy NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp, and NuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although NuScale Corp is the legal parent company, GAAP dictates that the financial statements of NuScale Corp will represent a continuation of NuScale LLC’s operations, with the Transaction being treated as though NuScale LLC issued

Table of Contents

ownership interests for NuScale Corp, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Merger with Spring Valley.

The following table provides the historical cost of the assets and liabilities assumed as a result of the transaction:


Cash	$	341,462
Warrant liabilities	(47,532)
Total net assets	$	293,930

Key Factors Affecting Our Prospects and Future Results

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from carbon-based and other non-carbon-based energy generators, the risk of perceived safety issues and their consequences for our reputation and the other factors discussed under the section titled “Risk Factors” in Part II, 1A of this filing. We believe the factors described below are key to our success.

Commencing and Expanding Commercial Launch Operations

In September 2020, we became the first and only company to receive NRC SDA for an SMR. We believe our commercialization activities are being completed at a pace that can support delivery of modules to a client site as early as 2027. We have an agreement in place with UAMPS to deploy a NuScale 6-module power plant at the DOE’s Idaho National Laboratory as part of UAMPS’ Carbon Free Power Project (“CFPP”). Commercial operation of that power plant is slated for 2029. In November 2021, we signed a teaming agreement with S.N. Nuclearelectrica S.A., an entity that operates under the authority of the Romanian Ministry of Energy, to advance the deployment of our NPMs to Romania. Under the teaming agreement, we will evaluate activities associated with the planning, siting and licensing of our NuScale power plant technology at a site that is the location of an existing coal-fueled electricity plant. We expect the site in Romania to use six modules and to be commercially operable by 2028.

We have over 100 potential target customers, including, in addition to UAMPS, ten customers across seven countries that we consider highly interested customers who are considering an NPM power plant deployment in the late 2020s or early 2030s. We believe the long lead-time involved with siting an SMR, the number of customers in our pipeline and the work being performed by these potential customers involving a NuScale deployment project bode well for our potential future success.

Regulatory Approvals

We expect to submit an application to the NRC for our latest power enhanced design. If approved, the licensed output of our NPM will be raised from 50 MWe to 77 MWe. Approval of the design, which could come in 2024, would increase the cost-competitiveness of our NPM, and we consider obtaining such approval a critical milestone.

Other factors that we believe are critical to our future success are country-level approvals of our NPM design. We also believe site-approvals by our customers to be key to facilitating broader adoption of our products and services. Obtaining these approvals before others is critical in maintaining our competitive advantage.

Successful Implementation of the First NPM Power Plant

A critical step in our success will be the successful construction and operation of the first power plant using our NPM. We expect that the first NPM for the UAMPS facility could be operational as early as 2029 with the remaining five modules achieving commercial operation in 2030.

Key Components of Results of Operations

We are an early-stage company and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Table of Contents

Revenue

We have not generated any material revenue to date. All revenue that we have generated to date arises from engineering and licensing services provided to potential customers. As a result of those front end engineering and development services, we expect to generate a significant portion of our revenue from the sale of ~~8,900,000 warrants (the “Private Placement Warrants”~~NPMs. We also expect to generate revenue by providing critical services, such as start-up and testing and nuclear fuel and refueling services, over the life cycle of each power plant.

Expenses

Research and Development Expense

Our R&D expenses consist primarily of internal and external expenses incurred in connection with our R&D activities. These expenses include labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our NPM design. R&D costs have been expensed as incurred. We expect R&D expenses to grow as we continue to develop the SMR technology and develop market and strategic relationships with other businesses.

General and Administrative Expense

General and administrative (“G&A”) at a price of $1.00 per Private Placement Warrant in a private placement to Spring Valley Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 5.

~~Offering costs~~expenses consist of compensation costs for personnel in executive, finance, accounting, human resources and other administrative functions. G&A expenses also include legal fees, professional fees paid for accounting, auditing, consulting services, insurance costs and facility costs. We expect we will incur higher G&A expenses for public company costs such as compliance with the regulations of the SEC and the NYSE.

Other Operating Expense

Other operating expenses consist primarily of compensation costs (including indirect benefits and equity-based compensation expense) for operating personnel that cannot be directly attributed to a project.

Department of Energy Cost Share

The DOE cost share amounts reflect our cost-sharing arrangement with the DOE. Generally, as our qualifying operating costs change, there is a corresponding change in the reimbursable amounts. The amount of any reimbursement is recognized in the period that we recognize the qualifying expenses.

Income Tax Effects

Our effective tax rate was 0% for the three and six months ended June 30, 2022, respectively. For periods both prior to and after the Transaction, NuScale LLC is and has been a partnership for tax purposes. As such, its net taxable income and any related tax credits were allocated to its members, including NuScale Corp after the Transaction.

Table of Contents

Results of Operations


(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	2,749	$	372	$	5,194	$	1,036
Cost of sales	(1,739)		(245)		(2,944)		(651)
Gross margin	1,010		127		2,250		385
Research and development expenses	28,628		20,900		53,008		39,651
General and administrative expenses	15,443		10,893		25,963		18,838
Other expenses	9,605		9,280		19,793		19,301
Loss from operations	(52,666)		(40,946)		(96,514)		(77,405)
Department of Energy cost share	25,177		16,833		45,639		31,569
Change in fair value of warrant liabilities	6,120		—		6,120		—
Other cost share (interest expense)	(11)		(566)		2		(1,509)
Loss before income taxes	$	(21,380)	$	(24,679)	$	(44,753)	$	(47,345)

Comparison of the Three Months Ended June 30, 2022 and 2021

Revenue

The increase in revenue can be attributed to activities in support of the EPCDA for CFPP, as well as nuclear technologies consulting services.

Research and Development

R&D expenses increased due to higher professional fees associated with the standard plant design work of $5.8 million and compensation costs of $1.7 million as a result of increased headcount as we continue to expand our licensing efforts.

General and Administrative

G&A expenses increased as a result of $5.8 million in compensation costs due to an increase in headcount and $1.3 million in equity-based compensation, partially offset by $3.3 million related to a settlement fee with a former advisor during 2021.

Department of Energy Cost Share

The DOE cost share increase of $8.2 million reflects the incurrence of higher qualifying costs.

Change in Fair Value of Warrants

In connection with the reverse recapitalization, the Company assumed warrant liabilities, which require mark-to-market quarterly. Since the assumption of the warrants, the fair value has changed by $6.1 million.

Comparison of the Six Months Ended June 30, 2022 and 2021

Revenue

The increase in revenue can be attributed to activities in support of the EPCDA for CFPP, as well as nuclear technologies consulting services.

Table of Contents

Research and Development

R&D expenses increased due to $10.1 million of professional fees associated with the standard plant design work and compensation costs of $3.1 million as a result of increased headcount as we continue to expand our licensing efforts.

General and Administrative

G&A expenses increased as a result of $6.7 million in compensation costs due to an increase in headcount and $1.6 million in equity-based compensation, partially offset by a reduction of $2.2 million in accounting and finance fees from 2021 to 2022, including the $3.3 million settlement fee noted above.

Department of Energy Cost Share

The DOE cost share increase of $14.0 million reflects the incurrence of higher qualifying costs.

Change in Fair Value of Warrants

Liquidity and Capital Resources

Liquidity

We measure liquidity in terms of our ability to fund the cash requirements of our R&D activities and our near term business operations, including our contractual obligations and other commitments. Our current liquidity needs primarily involve R&D activities for the ongoing development of the NPM and associated plant design.

We had $350.8 million in cash and cash equivalents as of June 30, 2022 (compared to $77.1 million as of December 31, 2021). We had no debt as of June 30, 2022 (compared to $14.0 million as of December 31, 2021), as the $14.0 million at December 31, 2021 was converted into equity in conjunction with the Transaction. The Transaction resulted in NuScale LLC receiving cash in the amount of $341,462, consisting of $235,000 in PIPE funding and $145,525 in cash in trust, partially offset by transaction costs of $39,063.

Since inception, we have incurred ~~through~~significant operating losses, have an accumulated deficit of $158.8 million and negative operating cash flow during the ~~balance sheet date~~three and six months ended June 30, 2022 and 2021. Management expects that ~~are directly~~operating losses and negative cash flows may increase because of additional costs and expenses related to the ~~Initial Public Offering~~development of technology and ~~were charged~~the development of market and strategic relationships with other companies. However, the Transaction resulted in the receipt of $341.5 million in cash.

To date, we have not generated any material revenue. We do not expect to ~~shareholders’ equity upon~~generate any meaningful revenue unless and until we are able to commercialize our NPM and related services. We expect our costs to increase in connection with advancement of our products and services toward commercialization. In addition, with the completion of the ~~Initial Public Offering in November 2020. Offering~~Transaction, we expect to incur additional costs amounting to $12,528,579 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $678,579 of other offering costs) were incurred, of which $678,579 were allocated to warrants and expensed and $11,850,000 were allocated againstassociated with operating as a public company. While we believe that the ~~Class A shares.~~

~~Following the closing of the Initial Public Offering, an amount of $232,300,000 from the net~~ proceeds of the Transaction will be sufficient to reach commercialization of our NPM, certain costs are not reasonably estimable at this time and we may require additional funding and our projections anticipate certain customer-sourced income that is not assured.

We believe that based on our current level of operating expenses and currently available cash resources, we will have sufficient funds available to cover R&D activities and operating cash needs for several years. However, considering that we have not yet completed the development of a commercial product and have no meaningful revenue to date, we may require additional funds in future years. Our ability to raise funds through equity offerings may be limited by the significant number of shares that may be publicly sold, including the shares registered for resale under the Registration Statement on Form S-1 that was declared effective by the SEC on June 30, 2022 . Such sales may negatively affect the market price of our Class A common stock. In particular, a large sale by Fluor, our majority shareholder, could significantly affect our

Table of Contents

stock price. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive from such exercises, depends on the trading price of our Class A common stock, which from time to time, has exceeded the $11.50 Warrant exercise price, before the Warrants expire. In certain circumstances, the Warrants can be exercised on a cashless basis. Our ability to fund R&D activities and our operating cash needs for several years does not depend on the proceeds we may receive as the result of exercises of Warrants.

Summary Statement of Cash Flows for the Six Months Ended June 30, 2022 and 2021

The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:


	Six Months Ended June 30,
(in thousands)	2022		2021
Net cash used in operating activities	$	(64,052)	(50,678)
Net cash used in investing activities	(1,581)		(437)
Net cash provided by financing activities	339,362		80,967
Net increase in cash and cash equivalents	$	273,729	$	29,852

Cash Flows used in Operating Activities

Our operating cash flow decreased during the six months ended June 30, 2022 primarily as a result of higher cash payments for compensation costs and higher prepaids, specifically our D&O insurance.

Cash Flows from Financing Activities

During the six months ended June 30, 2022, net cash provided by financing activities primarily consisted of proceeds from the Transaction, while the six months ended June 30, 2021 included $127.7 million in capital raised through sales of NuScale LLC preferred units, partially offset by the repayment of $47.2 million of debt to Fluor, our majority shareholder.

Commitments and Contractual Obligations

As of June 30, 2022, the Company has no material commitments and contractual obligations.

Off-Balance Sheet Arrangements

As of June 30, 2022, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the ~~Units~~SEC.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our financial statements. Our significant accounting policies are described in Note 3 within our “Notes to the Unaudited Condensed Consolidated Financial Statements”. Additional information about our critical accounting policies follows:

Accounts Receivable

Accounts receivable includes reimbursement requests outstanding from DOE awards and are recognized as eligible costs are incurred. Such treatment creates symmetry with our incurrence of qualifying costs. Accounts receivable are presented net of related deferred DOE cost share liabilities that have the right of offset. We do assess the probability of collection from the DOE in establishing the fair value of recorded amounts.

Table of Contents

Revenue Recognition

We recognize fixed price contract revenue with multiple performance obligations as each obligation is completed. We allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the ~~Initial Public Offering~~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.

We recognize time and material contracts revenue over time, matching continuous transfer of control to the customer. We account for these contracts as a single performance obligation and recognize revenue using the percentage-of-completion (“POC”) method, based on contract cost incurred to date compared to total estimated contract cost. The POC method (an input method) is the most faithful depiction of our 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.

We exclude all taxes assessed by governmental authorities from our measurement of transaction prices 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.

We generally provide limited warranties for work performed under our engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of our work.

Because our SMR is designed to be sold on a modular basis, we are limited under U.S. GAAP in our ability to recognize revenue on a POC basis. Other companies with a less-standardized approach might be able to use POC, which would have the effect of accelerating their recognition of profit ahead of us, given our use of completed contract accounting.

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 determination of fair value requires significant judgment and the ~~sale~~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 a general and administrative expense and other expense in the statements of operations.

We measure the fair value of each option grant at the date of grant using a Black-Scholes option pricing model. We estimate the expected term of options granted based on historical experience and expectations. We use 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 ~~Private Placement Warrants was placed~~options. Volatility is determined by reference to the actual volatility of several publicly traded companies that are similar to us in our industry sector. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. Forfeitures are recognized as they occur. All equity-based payment awards subject to graded vesting based only on a ~~trust account (the “Trust Account”),~~service condition are amortized on a straight-line basis over the requisite service periods.

There is substantial judgment in selecting the assumptions which we use to determine the fair value of such equity awards and ~~invested~~other companies could use similar market inputs and experience and arrive at different conclusions with respect to those used to calculate fair value. Using alternative assumptions could cause there to be differences in ~~U.S. government securities, within~~ the ~~meaning set forth in~~ resulting fair value. If the fair value were to increase, the amount of expense that would result would also increase. Conversely, if the fair value were to decrease, the amount of expense would decrease.

Emerging Growth Company Accounting Election

Section ~~2(a)(16)~~102(b)(1) of the ~~Investment Company~~JOBS Act ~~of 1940, as amended (the “Investment Company Act”),~~exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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~~can elect not to take advantage of the ~~Investment Company Act, as determined by~~extended transition period and comply with the ~~Company, until the earliest of: (i) the completion of a Business Combination~~requirements that apply to non-EGCs, and ~~(ii) the distribution~~any such election to not take advantage of the ~~funds in~~extended transition period is

Table of Contents

irrevocable. We expect to be an EGC at least through the ~~Trust Account~~end of 2022 and will have the benefit of the extended transition period. We intend to take advantage of the benefits of this extended transition period.

Recent Accounting Pronouncements

Management believes there is no new accounting guidance issued but not yet effective that would have a material impact to the Company’s ~~shareholders, as described below.~~

Oncurrent financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Inflation Risk

We do not believe that inflation has had a material effect on our business, results of operations, or financial condition.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As previously disclosed in Form 10-Q filed on April 29, 2022, and Form 10-K filed on March ~~25, 2021 the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company,~~10, 2022 Spring Valley ~~Merger Sub, Inc.,~~management identified two material weaknesses in internal control over financial reporting. They concluded that the control around the interpretation and accounting for certain complex equity and equity-linked instruments and the control around presentation of earnings per share were not effectively designed or maintained. A material weakness is a ~~Delaware corporation, and wholly owned subsidiary~~deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the ~~Company,~~Company’s annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses resulted in the restatement of Spring Valley’s balance sheet as of November 27, 2020 and ~~Dream Holdings, Inc.,~~its annual financial statements for the period ended December 31, 2020, and its interim financial statements and notes as reported in its SEC filings for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021.

Subsequent to the Transaction on May 2, 2022, and upon filing this Form 10-Q for the period ended June 30, 2022, the internal controls over financial reporting of NuScale Corp took the place of the internal controls over financial reporting of Spring Valley. As a ~~Delaware public benefit corporation (“Dream Holdings”), relating~~result, the internal control structure of Spring Valley is no longer in operation. Instead, the relevant internal control structure after completion of the reverse recapitalization is that of NuScale Corp. During the successor period, beginning May 2, 2022, we identified and implemented the following processes to improve our internal control over financial reporting to remediate the control deficiencies that gave rise to the material weaknesses of Spring Valley:

•We maintain access to accounting literature, research materials and documents, have a ~~proposed~~dedicated department for analyzing complex accounting transactions and have employed the services of third-party professionals with whom we consult regularly regarding equity and equity-linked instruments, as well as the presentation of earnings per share.

After completion of the above changes, our management believes the previously identified material weaknesses have been remediated. Other than these changes during the fiscal quarter ended June 30, 2022, there have been no other changes in NuScale Corp’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period ended June 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were effective as of June 30, 2022. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive

Table of Contents

officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Table of Contents

Part II - Other Information

Item 1. Legal Proceedings

We do not consider any claims, lawsuits, or proceedings that are currently pending against NuScale LLC, individually or in the aggregate, to be material to our business ~~combination with AeroFarms (the “Merger”). On October 14, 2021, the Company and Dream Holdings terminated the Merger Agreement~~or likely to result in a ~~mutual decision~~material adverse effect on our future operating results, financial condition, or cash flows. From time to time, we may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief.

Item 1A. Risk Factors

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to ~~pursue~~us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. In assessing these risks, you should also refer to the ~~Merger. The Company plans~~financial statements and related notes contained in this report.

These risk factors are not exhaustive, and investors are encouraged to ~~withdraw~~perform their own investigation with respect to the ~~registration statement on Form S-4 initially~~business, financial condition, and prospects of NuScale Corp and our business, financial condition, and prospects. You should carefully consider the following risk factors in addition to the other information included in our public filings, including in our prospectus filed with the U.S. Securities and Exchange Commission on ~~May 10, 2021.~~

~~The Company’s management has broad discretion with respect~~July 1, 2022 (the “Prospectus”) that is part of our registration statement on Form S-1.

We may face additional risks and uncertainties that are not presently known 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 requireit, or 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

~~Table of Contents~~

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 7). 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,~~we currently deems immaterial, 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 formay also impair our business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) 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.

financial condition. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will initially have until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board of directors if requested by the Sponsor, extend the initial period of time to consummate a Business Combination one time, by an additional 6 months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination.

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

~~Table of Contents~~

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.

~~Note 2— Revision of Previously Issued Financial Statement~~

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should revise its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering and shares sold pursuant to the exercise of the underwriters’ overallotment, it had improperly valued its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.10 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

~~There has been no change in the Company’s total assets, liabilities, or operating results.~~

~~Table of Contents~~

~~The impact of the revision on the Company’s financial statements is reflected in the following table.~~

As of December 31, 2020

As Previously

Revision


Reported

Adjustment

As Revised
Balance Sheet






Ordinary shares subject to possible redemption

187,685,474

44,614,526

232,300,000
Shareholders’ equity (deficit)






Preference shares - $0.0001 par value

—

—

—
Class A ordinary shares - $0.0001 par value

442

(442)

—
Class B ordinary shares - $0.0001 par value

575

—

575
Additional paid-in-capital

17,970,408

(17,970,408)

—
Accumulated deficit

(12,971,424)

(26,643,676)

(39,615,100)
Total shareholders’ equity (deficit)

5,000,001

(44,614,526)

(39,614,525)

~~Note 3 - Summary of Significant Accounting Policies~~

~~Basis of Presentation~~

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, 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~~discussion should be read in conjunction with the ~~Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on May 7, 2021, which contains the audited~~ financial statements of NuScale LLC and notes ~~thereto.~~ to the financial statements included in the Prospectus.

Risks Related to Our Structure and Governance

NuScale Corp is a holding company and its only material asset is its interest in NuScale LLC, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

NuScale Corp is a holding company with no material assets other than its ownership of the NuScale LLC common units. As a result, NuScale Corp has no independent means of generating revenue or cash flow. NuScale Corp’s ability to pay taxes, cause NuScale LLC to make payments under the Tax Receivable Agreement, and pay dividends depends on the financial results and cash flows of NuScale LLC and the distributions it receives (directly or indirectly) from NuScale LLC. Deterioration in the financial condition, earnings or cash flow of NuScale LLC for any reason could limit or impair its ability to pay such distributions. Additionally, to the extent that NuScale Corp needs funds and NuScale LLC is restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or NuScale LLC is otherwise unable to provide such funds, it could materially adversely affect NuScale Corp’s liquidity and financial condition.

NuScale LLC is treated as a partnership for United States federal income tax purposes and, as such, generally will not be subject to any entity-level United States federal income tax. Instead, taxable income will be allocated to holders of NuScale LLC common units. Accordingly, NuScale Corp will be required to pay income taxes on its allocable share of any net taxable income from NuScale LLC. Under the terms of the Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC (the “A&R NuScale LLC Agreement”), NuScale LLC is obligated to make tax distributions to holders of the NuScale LLC common units calculated at certain assumed tax rates. In addition to income taxes, NuScale Corp is also expected to incur expenses related to its operations, including payment obligations under the Tax Receivable Agreement, which could be significant, and some of which will be reimbursed by NuScale LLC (excluding payment obligations under the Tax Receivable Agreement). NuScale Corp intends to cause NuScale LLC to make ordinary distributions and tax distributions to holders of the NuScale LLC Class A Units and NuScale LLC Class B Units on a pro rata basis in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by NuScale Corp. However, as discussed above, NuScale LLC’s ability to make such distributions may be subject to various limitations and restrictions, including, but not limited to,

Table of Contents

retention of amounts necessary to satisfy the obligations of NuScale LLC and restrictions on distributions that would violate any applicable restrictions contained in NuScale LLC’s debt agreements, if any, or any applicable law or that would have the effect of rendering NuScale LLC insolvent. To the extent that NuScale Corp is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

Additionally, although NuScale LLC generally will not be subject to any entity-level United States federal income tax, it may be liable under recent United States federal tax legislation for adjustments to prior year tax returns, absent an election to the contrary. In the event NuScale LLC’s calculations of taxable income are incorrect, NuScale LLC and its members, including NuScale Corp, in later years may be subject to material liabilities pursuant to this legislation and its related guidance.

If NuScale LLC were treated as a corporation for United States federal income tax or state tax purposes, then the amount available for distribution by NuScale LLC could be substantially reduced and the value of NuScale Corp shares could be adversely affected.

An entity that would otherwise be classified as a partnership for United States federal income tax purposes (such as NuScale LLC) may nonetheless be treated as, and taxable as, a corporation if it is a “publicly traded partnership” unless an exception to such treatment applies. An entity that would otherwise be classified as a partnership for United States federal income tax purposes will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof. If NuScale LLC is determined to be treated as a “publicly traded partnership” (and taxable as a corporation) for United States federal income tax purposes, it would be taxable on its income at the United States federal income tax rates applicable to corporations and distributions by NuScale LLC to its partners (including NuScale Corp) could be taxable as dividends to such partners to the extent of the earnings and profits of NuScale LLC. In addition, we would no longer have the benefit of increases in the tax basis of NuScale LLC’s assets as a result of exchanges of NuScale LLC Class B Units. Pursuant to the A&R NuScale LLC Agreement, certain Legacy NuScale Equityholders may, from time to time, subject to the terms of the A&R NuScale LLC Agreement, exchange their interests in NuScale LLC and have such interests redeemed by NuScale LLC for cash or Class A common stock. While such exchanges could be treated as trading in the interests of NuScale LLC for purposes of testing “publicly traded partnership” status, the A&R NuScale LLC Agreement contains restrictions on redemptions and exchanges of interests in NuScale LLC that are intended to prevent NuScale LLC entities from being treated as a “publicly traded partnership” for United States federal income tax purposes. Such restrictions are designed to comply with certain safe harbors provided for under applicable United States federal income tax law. NuScale Corp may also impose additional restrictions on exchanges that it determines to be necessary or advisable so that NuScale LLC is not treated as a “publicly traded partnership” for United States federal income tax purposes. Accordingly, while such position is not free from doubt, NuScale LLC is expected to be operated such that it is not treated as a “publicly traded partnership” taxable as a corporation for United States federal income tax purposes and we intend to take the position that NuScale LLC is so treated as a result of exchanges of its interests pursuant to the A&R NuScale LLC Agreement.

Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay to certain Legacy NuScale Equityholders 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and related tax benefits resulting from any exchange of NuScale LLC Class B units for shares of Class A common stock or cash in the future, and those payments may be substantial.

The ~~condensed financial information~~Legacy NuScale Equityholders may in the future exchange their NuScale LLC Class B Units for Class A common stock (or, upon the election of NuScale Corp, cash in an amount equal to the net proceeds raised by selling such Class A common stock in a contemporaneous underwritten offering), subject to certain restrictions. Such transactions are expected to result in increases in NuScale Corp’s share of the tax basis of the tangible and intangible assets of NuScale LLC. These increases in tax basis may result in increased tax depreciation and amortization deductions and therefore reduce the amount of income or franchise tax that NuScale Corp would otherwise be required to pay in the future had such sales and exchanges never occurred.

NuScale Corp is party to the Tax Receivable Agreement with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement). Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay 85% of ~~December 31, 2020~~the net cash tax savings from certain tax benefits, if any, that it realizes (or in certain cases is ~~derived~~deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange by the TRA Holders of NuScale LLC Class B

Table of Contents

Units for shares of Class A common stock or cash in the future. Any such payments to TRA Holders will reduce the cash provided by the tax savings generated from future exchanges that would otherwise have been available to NuScale Corp for other uses, including reinvestment or dividends to Class A stockholders. Cash tax savings from the ~~audited~~remaining 15% of the tax benefits will be retained by NuScale Corp. NuScale Corp’s obligations under the Tax Receivable Agreement accelerate upon a change in control and certain other termination events, as defined therein. These payments are the obligation of NuScale Corp and not of NuScale LLC. The actual increase in NuScale Corp’s allocable share of NuScale LLC’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of NuScale Corp’s income. While many of the factors that will determine the amount of payments that NuScale Corp will make under the Tax Receivable Agreement are outside of its control, NuScale Corp expects that the payments it will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on NuScale Corp’s financial ~~statements presented~~condition. Any payments made by NuScale Corp under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to NuScale Corp. To the extent that NuScale Corp is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, as further described below. Furthermore, NuScale Corp’s future obligation to make payments under the Tax Receivable Agreement could make it a less attractive target for an acquisition, particularly in the ~~Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative~~case of an acquirer that cannot use some or all of the ~~results~~tax benefits that may be deemed realized under the Tax Receivable Agreement. See the section in the Prospectus entitled “Certain Relationship and Related Person Transactions — Tax Receivable Agreement.”

In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits NuScale Corp realizes.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that NuScale Corp determines, and the U.S. Internal Revenue Service (“IRS”) or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that NuScale Corp takes, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by NuScale Corp are disallowed, the Legacy NuScale Equityholders will not be required to reimburse NuScale Corp for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, excess payments made to such holders will be netted against any future cash payments otherwise required to be ~~expected~~made by NuScale Corp under the Tax Receivable Agreement, if any, after the determination of such excess. However, a challenge to any tax benefits initially claimed by NuScale Corp may not arise for a number of years following the ~~year ending December 31, 2021.~~

~~Going Concern~~

~~In connection with~~initial time of such payment or, even if challenged early, such excess cash payment may be greater than the ~~Company’s assessment~~amount of ~~going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures~~future cash payments that NuScale Corp might otherwise be required to make under the terms of ~~Uncertainties about an Entity’s Ability to Continue~~the Tax Receivable Agreement and, as a ~~Going Concern,”~~result, there might not be future cash payments against which to net. As a result, in certain circumstances NuScale Corp could make payments under the ~~Company has until May 27, 2022,~~Tax Receivable Agreement in excess of NuScale Corp’s actual income tax savings, which could materially impair NuScale Corp’s financial condition.

Moreover, the Tax Receivable Agreement provides that, in certain events, including a change of control, breach of a material obligation under the Tax Receivable Agreement, or NuScale Corp exercise of early termination rights, NuScale Corp obligations under the Tax Receivable Agreement will accelerate and NuScale Corp will be required to ~~consummate~~make a lump-sum cash payment to the ~~proposed Business Combination. It is uncertain~~Legacy NuScale Equityholders party to the Tax Receivable Agreement equal to the present value of all forecasted future payments that would have otherwise been made under the ~~Company will~~Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to NuScale Corp future taxable income. The lump-sum payment could be substantial and could exceed the actual tax benefits that NuScale Corp realizes subsequent to such payment because such payment would be calculated assuming, among other things, that NuScale Corp would have certain tax benefits available to it and that NuScale Corp would be able to ~~consummate~~use the ~~proposed Business Combination~~potential tax benefits in future years.

There may be a material negative effect on NuScale Corp’s liquidity if the payments required to be made by ~~this time. Additionally,~~NuScale Corp under the ~~Company may~~Tax Receivable Agreement exceed the actual income or franchise tax savings that NuScale Corp realizes. Furthermore, NuScale Corp’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Table of Contents

NuScale Corp is a “controlled company” within the meaning of NYSE rules and, as a result, qualifies for exemptions from certain corporate governance requirements. The stockholders of NuScale Corp do not have ~~sufficient liquidity~~the same protections afforded to ~~fund the working capital needs~~stockholders of companies that are subject to such requirements.

Fluor owns a majority of the ~~Company through~~voting power of our common stock. As a result, we are a “controlled company” under the NYSE rules. As a controlled company, we are exempt from certain corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees of directors are determined or recommended to our board of directors by independent members of our board of directors. To the extent we rely on one ~~year from the issuance~~or more of these ~~financial statements. If a business combination is~~exemptions, our stockholders will not ~~consummated by this date, there will be a mandatory liquidation and subsequent dissolution~~have the same protections afforded to stockholders of companies that are subject to all of the ~~Company. Management has determined that~~NYSE corporate governance requirements.

We are an EGC within the ~~liquidity condition~~meaning of the Securities Act, and ~~mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability~~if we take advantage of certain exemptions from disclosure requirements available 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.

~~Emerging Growth Company~~

~~The Company is an~~ “emerging growth ~~company,” as defined in Section 2(a)~~companies”; this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an EGC within the meaning of the Securities Act, as modified by the ~~Jumpstart Our Business Startups~~JOBS Act, ~~of 2012 (the “JOBS Act”),~~ and itwe may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not ~~emerging growth companies~~EGCs 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~~our periodic reports and proxy statements, and exemptions from the requirements of holding a

~~Table of Contents~~

nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important. We could be an EGC until December 31, 2025, although circumstances could cause us to lose that status earlier, including if the market value of common stock held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an EGC as of the following December 31. We cannot predict whether investors will find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts ~~emerging growth companies~~EGCs 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~~non-EGCs but any such election to opt out is irrevocable. ~~The Company has elected not~~We intend to ~~opt out~~take advantage of ~~such~~the benefits of this extended transition ~~period~~period.

Risks Related to NuScale’s Business and Industry

Commercialization Risk Factors

We have not yet commercialized or sold NPMs, and a number of factors could prevent, delay or hinder commercialization.

We have not yet entered into a binding contract with a customer to deliver NPMs, and there is no guarantee that we will be able to do so.

The planned initial deployment of our NPM is subject to NuScale LLC reaching a binding agreement for its scope of supply with Utah Associated Municipal Power Systems (“UAMPS”) and UAMPS reaching a binding engineering, procurement, and construction (“EPC”) contract with Fluor. If NuScale LLC and Fluor do not enter into binding agreements with UAMPS, deployment of our NPM, power plants, and ongoing services could be significantly delayed, which ~~means~~could have a material adverse effect on our business and financial condition. Memoranda of understanding we have entered into with other potential purchasers are contingent, and may not result in binding agreements for the purchase of our products or services.

Competitors in China and Russia currently operate commercial SMRs, and may have advantages in marketing their SMRs to potential customers.

Table of Contents

Competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries. Although their SMR designs have not been approved by the NRC or in any jurisdiction outside of their native countries, those competitors may have a competitive advantage if they are able to obtain approval comparable to Standard Design Approval (“SDA”), or if they can otherwise demonstrate to potential customers the value and benefits of their SMRs, particularly in jurisdictions that ~~when~~have less stringent regulatory requirements. In addition, these competitors may have access to greater government or other funding to develop and commercialize their SMRs than we do.

We may be unable to charge UAMPS, our first customer, for some costs we have incurred and we may be required to reimburse UAMPS if we fail to achieve specified performance measures.

We entered into a ~~standard~~Cost Sharing Option Agreement and a Subaward Agreement in 2015 (collectively, the “CSO and Subaward Agreements”) that facilitate sharing a DOE award with UAMPS for early siting and licensing for the Carbon Free Power Project (“CFPP”). Under those agreements, the DOE has been paying half of the costs and UAMPS and NuScale LLC have shared the other half. We have incurred reimbursable costs of $4.1 million under the CSO and Subaward Agreements. If UAMPS determines to file a license application with the NRC for the CFPP, UAMPS must then pay us for those costs; however, if UAMPS, or its wholly owned subsidiary, CFPP LLC, does not file a license application, we will be unable to bill those costs to UAMPS.

In conjunction with certain agreements related to the CFPP awarded to Fluor, pursuant to which we are developing the NRC license application for the CFPP and performing other site licensing and development activities, we entered into a Development Cost Reimbursement Agreement with UAMPS (the “DCRA”).

Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which varies based on the stage of project development, if (1) at specified times in the development of the CFPP, the estimated cost of electricity (based on increasingly accurate project cost estimates at various stages of development) exceeds an agreed target cost of $58.00/megawatt-hour (subject to adjustment as specified in the DCRA), or if Fluor does not timely provide a required comparison (which we refer to as an economic competitive test, or “ECT”), (2) the NRC does not issue design certification for the NuScale design by March 31, 2023, (3) the NRC does not issue SDA for the NuScale design within one year after the NRC’s published date for such approval after acceptance of the SDA application, or (4) NuScale LLC materially breaches the DCRA and the DCRA is ~~issued~~terminated for cause. The reimbursement percentage and cap is 100% and $57 million until UAMPS or ~~revised~~CFPP LLC submit a combined construction and operating license for approval to the NRC (“COLA”). After the COLA is submitted, the reimbursement percentage is 20% and (a) the cap for an ECT failure before final notice to proceed with NuScale plant construction is $60 million and (b) the cap for termination of the DCRA for cause is $120 million through delivery of a “Class 2” project cost estimate (an estimate that is accurate within -15% to +20%) and thereafter $180 million through the final notice to proceed, which requires a “Class 1” project cost estimate (an estimate that is accurate within -10% to +15%).

Any delays in the development and manufacture of NPMs and related technology may adversely impact our business and financial condition.

We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, production and delivery of NPMs and related technology that could prevent us from delivering NPMs in 2027 or beyond. If delays like this recur, if our remediation measures and process changes do not continue to be successful, if we fail to find a satisfactory manufacturer or if we experience issues with planned manufacturing activities or design and safety, we could experience issues or delays in sustaining or further increasing production and sales of NPMs.

If we encounter difficulties in scaling our production and delivery capabilities, if we fail to develop and successfully commercialize our NPMs and related technologies, if we fail to develop such technologies before our competitors or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived as less safe than those of our competitors, our business and financial condition could be materially and adversely impacted.

We have not yet delivered NPMs to customers, and any setbacks we may experience during our first commercial delivery planned for 2028 and other demonstration and commercial missions could have a material adverse effect on our business, financial condition and results of operation, and could harm our reputation.

The success of our business will depend on our ability to successfully deliver NPMs to customers on-time and on-budget at guaranteed performance levels, which would tend to establish greater confidence in our subsequent customers. There is no guarantee that our planned NPM deployments will be successful. There can be no assurance that we will not experience

Table of Contents

operational or process failures and other problems during our first commercial deployment or any planned deployment thereafter. Any failures or setbacks, particularly on our first commercial deployments, could harm our reputation and have a material adverse effect on our business and financial condition.

Any actual or perceived safety or reliability issues may result in significant reputational harm to our businesses, in addition to tort liability and other costs that may arise. Such issues could result in delaying or cancelling planned deployments of NPMs, increased regulation, or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents or mechanical failures could have a material adverse effect on our business and financial condition.

We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.

We have incurred significant losses since our inception well beyond the support we have received through cost-sharing awards from the DOE. We have not yet delivered NPMs or our flagship plants, named VOYGR, to customers, and it ~~has different application dates~~is difficult for ~~public~~us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected or ~~private companies,~~at all; even if we do, we may not be able to maintain or increase profitability.

We expect our operating expenses to increase over the ~~Company,~~next several years as ~~an emerging~~we commence deployment of NPMs, continue to refine and streamline our design and manufacturing processes for our NPMs, make technical improvements, hire additional employees and continue research and development efforts relating to new products and technologies. These efforts may be more costly than we expect and may not result in increased revenue, profits or growth ~~company, can adopt~~in our business. Any failure to increase our revenue sufficiently to keep pace with our expenses could prevent us from achieving or maintaining profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business and financial condition.

The cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets, which could materially and adversely affect our business.

Some electricity markets experience very low power prices due to a combination of subsidized renewables and low-cost fuel sources, and NuScale LLC may not be able to compete in these markets unless the ~~new or revised standard at the time private companies adopt the new or revised standard. This may make comparison~~benefits of the ~~Company’s financial statements~~carbon-free, reliable and/or resilient energy generation provided by our NPMs are sufficiently valued in the market. Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with ~~another public company which~~respect to business in the United States.

The market for SMRs generating nuclear power is ~~neither an emerging~~not yet established and may not achieve the growth ~~company nor an emerging growth company, which~~potential we expect or may grow more slowly than expected.

The market for SMRs has ~~opted out~~not yet been established. Our estimates for the total addressable market are based on a number of ~~using~~internal and third-party estimates, including our potential contracted revenue, the ~~extended transition period, difficult~~number of potential customers who have expressed interest in our NPMs, assumed prices and production costs for our NPMs, our ability to leverage our current logistical and operational processes, and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or ~~impossible because~~estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the ~~potential differences~~annual total addressable market for our services, as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect.

Our commercialization strategy relies heavily on our relationship with Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate.

We rely heavily upon our relationship with Fluor, our majority owner, and our relationships with other of our investors and strategic partners to commercialize our NPM and our other products and services. We granted Fluor certain rights to provide engineering, procurement and construction services in ~~accounting standards used.~~

~~Use~~connection with NuScale LLC’s general plant design, project-specific designs and services typically performed by Fluor or its direct competitors. Similarly, we have entered into certain agreements with Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear & Industrial Services, LLC for certain planning, engineering, manufacturing and support activities, and JGC Holdings Corporation, an affiliate of ~~Estimates~~

~~The preparation~~Japan NuScale LLC Innovation, LLC, related to the EPC and commissioning of the ~~condensed financial statements~~first

Table of Contents

NuScale LLC plant in ~~conformity~~the United States and in other specific geographic areas, and with ~~GAAP requires~~Samsung C&T Corporation related to certain EPC activities.

Our strategic partners may have interests that diverge from our interests, and which may hinder our ability to negotiate sales to customers. If we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building nuclear plants. This could substantially hinder our ability to expand our production capacity and installation of VOYGR plants, and could affect our business and our prospects.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

If our operations grow as planned, we may need to expand our sales and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale the ~~Company’s management~~business and the manufacture of NPMs as planned, as there is no guarantee that we will be able to ~~make estimates~~find suitable locations or partners for the expanded manufacture and ~~assumptions that affect~~operation of our NPMs or to broaden our internal capabilities.

Any failure to effectively incorporate updates to the ~~reported amounts~~design, construction, and operations of ~~assets and liabilities and disclosure of contingent assets and liabilities at~~NuScale LLC plants to ensure cost competitiveness could reduce the ~~date~~marketability of the ~~financial statements~~NuScale LLC design and has the ~~reported amounts~~potential to impact deployment schedules.

Updating the design, construction, and operations of ~~expenses during the reporting period.~~

~~Making estimates requires management~~NuScale LLC plants will be necessary to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could changetheir competitiveness and attractiveness in the ~~near term due~~market, particularly in the United States where the price of power is generally lower than in other countries. If we are not able to ~~one~~achieve and maintain cost-competitiveness in the United States or ~~more future confirming events. One~~elsewhere, our business could be materially and adversely affected.

If manufacturing and construction issues are not identified prior to design finalization, long-lead procurement, and/or module fabrication, then those issues will be realized during production, fabrication, or construction and may impact plant deployment cost and schedule.

Our NPM design will be actively managed through design reviews, prototyping, involvement of ~~the more significant accounting estimates included in~~external partners and application of industry lessons, but we could still fail to identify latent manufacturing and construction issues early enough to avoid negative effects on production, fabrication, construction or ultimate performance of our NPMs or plants. Where these ~~financial statements is the determination~~issues arise at such later stages of ~~the fair value of the warrant liability. Such estimates may~~deployment, plant deployment could be subject to ~~change as~~greater costs or be significantly delayed, which could materially and adversely affect our business.

We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our customers and us.

The risks associated with radioactive materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or 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 September 30, 2021 and December 31, 2020, respectively.~~

~~Derivative Warrant Liability~~

~~The Company accounts~~even shutting down operations. In addition, anti-nuclear groups in Germany successfully lobbied for the Warrants in accordance with the guidance contained in 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 statement of operations. The fair valueadoption of the ~~Public Warrants has been estimated using~~Nuclear Exit Law in 2002, which requires 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~~shutdown of all German nuclear power plants by the ~~pertinent terms~~end of 2022. Adverse public reaction could also lead to increased regulation or limitations on the ~~Warrants and Note 10 for further discussion~~activities 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holderour customers, more onerous operating requirements 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s condensed balance sheets.

~~Table of Contents~~

~~Offering Costs~~

~~Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering.~~

~~Income Taxes~~

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties. The Company is currently not aware of any issues under reviewconditions that could ~~result in significant payments, accruals, or~~have a material ~~deviation from its position.~~

~~The Company is considered~~adverse impact on our customers and our business.

Accidents involving nuclear power facilities, including but not limited to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was 0 for the period presented. The Company’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 loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A ordinary share in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events.

~~The Company’s statement of operations includes a presentation of income (loss) per share for shares of ordinary shares subject to possible redemption in a manner~~events similar to the ~~two-class method of income (loss) per share. As of September 30, 2021,~~Three Mile Island, Chernobyl and Fukushima Daiichi nuclear accidents, or terrorist acts or other high-profile events involving radioactive materials could materially and adversely affect our customers and the ~~Company did not have any dilutive securities~~markets in which we operate and ~~other contracts~~increase regulatory requirements and costs that could ~~potentially, be exercised~~materially and adversely affect our business.

Our future prospects are dependent upon a certain level of public support for nuclear power. Nuclear power faces strong opposition from certain competitive energy sources, individuals and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan in 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, ~~converted into ordinary shares and then share~~ in ~~the earnings~~some cases, a complete halt to new construction of nuclear power plants, an early shut down of

Table of Contents

existing power plants or a dampening of the ~~Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.~~

~~A reconciliation of net loss per ordinary share is as follows:~~

For the Three

For the Nine

Months Ended

Months Ended

September 30,

September 30,


2021

2021
Redeemable Class A Ordinary Shares



Numerator:



Allocation of net loss

$
(1,541,126)

$
1,900,061

Denominator:



Weighted average shares outstanding, basic and diluted

23,000,000

23,000,000
Basic and diluted net loss per share

$
(0.07)

$
0.08

Non-Redeemable Class B Ordinary Shares



Numerator: Net Loss minus Redeemable Net Earnings



Net (Loss) Income attributable to Non-Redeemable Class B Ordinary Shares

$
(385,282)

$
475,015

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares



Basic and diluted weighted average shares outstanding, Non-Redeemable Class B

5,750,000

5,750,000
Basic and diluted net loss per share, Non-Redeemable Class B

$
(0.07)

$
0.08

~~Note: As of September 30, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive~~favorable regulatory climate needed to ~~the Company’s shareholders.~~

~~Table of Contents~~

~~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 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 financial statements.~~

~~Note 4 — Initial Public Offering~~

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of 1 Class A ordinary share and ~~one-half~~ ~~of 1 redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase 1 Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).~~

~~Note 5 - 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 1 Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

~~Table of Contents~~

~~Note 6 - Related Party Transactions~~

~~Founder Shares~~

On August 21, 2020, the Sponsor paid $25,000 to the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s directors (120,000 shares in total). On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for 0 consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferredintroduce new nuclear technologies, all of ~~the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company~~which could negatively impact our business 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.prospects. As a result of the ~~underwriters’ election~~Fukushima accident, some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to ~~fully exercise their over-allotment option, a total~~undertake as part of ~~750,000 Founder Shares~~such programs. If accidents similar to the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous and customer demand for our NPMs could suffer, which could materially and adversely affect our business and operations.

Our supply base may not be able to scale to the production levels necessary to meet sales projections.

NuScale LLC does not have manufacturing assets and relies on third party manufacturers to build our NPMs and associated equipment. Moreover, we are ~~no longer subject~~dependent on future supplier capability to ~~forfeiture. On February 24, 2021,~~meet production demands attendant to our forecasts. If our supply chain cannot meet the ~~Company paid $25,000 as reimbursement for the original share purchase.~~

~~The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any~~schedule demands of the ~~Founder Shares until~~market, our projected sales revenues could be materially impacted.

Lack of availability and cost of component raw materials may affect the ~~earliest of: (A)~~manufacturing processes for plant equipment and increase our costs.

Recent global supply chain disruptions have increasingly affected both the availability and cost of raw materials, component manufacturing and deliveries. These disruptions may result in delays in equipment deliveries and cost escalations that could adversely affect our business.

We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineers, manufacturing and quality assurance, finance, marketing and sales personnel. Our senior management team has extensive experience in the energy and manufacturing industries, and we believe that their depth of experience is instrumental to our continued success. The loss of any one ~~year after the completion~~or more members 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)our senior management team, for any ~~20 trading days within~~reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

We may require additional future funding.

To date, we have not generated any ~~30-trading day period commencing~~material revenue, while we have substantial overhead expenses. We do not expect to generate meaningful revenue unless and until we are able to finalize development of and commercialize our SMR technology and related services, and we may not be able to do so on our anticipated timetable, if at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the rightall. We expect our expenses and capital expenditures to ~~exchange their Class A ordinary shares for cash, securities or other property.~~

~~Administrative Support Agreement~~

Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, $30,000 and $90,000 has been expensed related to the agreement.

~~Promissory Note — Related Party~~

On August 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there is 0 outstanding amounts under the Promissory Note, and no further borrowings are permitted.

~~Related Party Loans~~

~~In order to finance transaction costs~~increase in connection with our ongoing activities, including developing and advancing our SMR and other products and services, obtaining NRC design certification of and SDA for our SMR and completing our manufacturing preparation and trials. We also expect to incur additional costs associated with operating as a ~~Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but~~public company. Certain costs are not ~~obligated~~reasonably estimable at this time and we may require additional funding and our projections anticipate certain customer-sourced income that is not guaranteed.

We may seek to ~~loan the Company funds as~~raise capital through private or public equity or debt financings or through other sources of financing. Adequate additional funding may not 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~~available 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, theus on acceptable 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~~all. Our failure to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021raise capital as and ~~December 31, 2020, there were no Working Capital Loans outstanding.~~

~~Table of Contents~~

~~Note 7 - 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~~when needed could have a negative ~~effect~~impact on our financial condition and our ability to pursue our business strategies. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. If we raise additional capital through debt financing, we may be subject to covenants that restrict our operations including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our securities, make certain investments, and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders and members. If the ~~Company’s financial position, its results of operations and/or search for a target company, the specific impact~~needed financing is not ~~readily determinable~~available, or if the terms of financing are less desirable than we expect, we may be required to delay, scale back or terminate some or all of our research and development programs.

Table of Contents

Our funding plan relies on cost-shared funding provided through a cooperative agreement with the DOE. Significant funding has been received from the DOE under four separate cost-share awards granted since 2013. As of June 30, 2022, the DOE has obligated $209 million to the current program. The overall DOE contribution to NuScale LLC commercialization funding is more than $522 million. The current DOE award is a $700 million award ($350 million in government funding to be matched by $350 million in private funding). Funding is subject to at least annual Congressional appropriations, which may not be forthcoming. The fiscal year 2023 Congressional Budget Justification prepared by the DOE in connection with President Biden’s budget proposal to Congress, recites that approximately $40 million is requested for advanced SMR research and development, but no amounts are specified for the CFPP or U.S. domestic SMR demonstrations. The federal budget process is complex—the budget justification and Presidential budget requests are incomplete; Congress may appropriate different amounts than those requested; and the DOE has varying degrees of discretion to reprogram or transfer appropriated funds. Nonetheless, to the extent Presidential budget requests or DOE budget justifications result in a shift of Congressional appropriations away from SMR funding generally or projects we are developing specifically, those shifts could materially and adversely affect the amount of DOE funding available to us and our business.

If we are unable to continue as a going concern, we may be forced to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

As part of our arrangements with the DOE, we granted the DOE a worldwide, nonexclusive, paid-up license to our intellectual property and to manufacture our SMR technology, and the right to sublicense those rights if specified conditions arise, including if the DOE terminates the award due to material failure to comply with the terms and conditions of the ~~date~~award, or if we fail to meet our cost-sharing obligations or cease developing our SMR. As a result, if we are unable to continue as a going concern, the value of ~~these financial statements. The financial statements do~~our intellectual property, including in liquidation, may be difficult to assess.

Our ability to protect our patents and other proprietary rights may be challenged and is not ~~include any adjustments that might result~~guaranteed, exposing us to the possible loss of competitive advantage.

We rely upon a combination of patents, trademarks, copyrights, trade secret, and commercial agreements such as confidentiality agreements, assignment agreements, and license agreements to protect the intellectual property associated with our NPMs and related technologies. These measures prevent third parties from using, practicing, selling, manufacturing, or otherwise commercially exploiting our NPMs and related technologies, which would erode our competitive position in our market. Our success depends in large part on our ability to obtain and enforce patent protection for our NPMs, as well as our ability to operate without infringing on or violating the ~~outcome~~proprietary rights of ~~this uncertainty.~~

~~Registration~~others. We own and ~~Shareholders Rights~~

~~Pursuant~~have licensed rights to patents and pending patent applications, and will continue to file patent applications claiming new technologies directed to NPMs in the United States and in other jurisdictions based on factors such as commercial viability.

As with all industries, the patent position of power modules and nuclear energy companies generally is uncertain and is not a ~~registration and shareholders rights agreement entered into on November 23, 2020,~~guaranteed right. During the ~~holders~~patent procurement process, a patent office may require us or our licensors to narrow the scope of the ~~Founder Shares, Private Placement Warrants~~claims of our or our licensors’ pending and ~~any warrants~~future patent applications. This may limit the scope of patent protection and our or our licensors’ ability to claim patent infringement if the patent application is subsequently issued. In some cases, a patent application may not issue if we or our licensors are unable to overcome rejections from a patent office. If a patent application does not issue, we or our licensors may lose trade secrets that are disclosed and published in the patent application and third parties may be ~~issued upon conversion~~able to exploit such published information in our patent application. Additionally, even if we obtain a patent registration in one jurisdiction (e.g., the United States), we cannot guarantee that we will obtain a patent registration for the same or related patent application in another jurisdiction (e.g., China) as patent laws differ from jurisdiction to jurisdiction. Additionally, maintaining and enforcing patent rights can involve complex legal and factual questions and may be subject to litigation in some cases. For example, third parties may challenge the validity of ~~Working Capital Loans (and any Class A ordinary shares issuable upon~~our or our licensors’ patents based on prior art at a tribunal such as the ~~exercise~~Patent Trial and Appeal Board at the United States Patent and Trademark Office and/or in a federal court. Because we cannot assure that all of the ~~Private Placement Warrants~~potentially relevant prior art relating to our patents and ~~warrants that~~patent applications has been found, third parties may beprevail in invalidating a patent or preventing a patent application from being issued ~~upon conversion~~as a patent. If we or our licensors are able to maintain valid patents or prevail in patent challenges instituted by third parties, we or our licensors may still bear the risk of ~~the Working Capital Loans) will be entitled~~third parties “designing around” our technologies 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 rightsavoid an intellectual property infringement claim.

We enjoy only limited geographical protection with respect to ~~registration statements filed subsequent~~certain patents and may not be able to ~~completion~~protect our intellectual property rights throughout the world.

Table of Contents

We do not have worldwide patent rights for our NPMs and related technologies because there is no such thing as worldwide or “international patent rights.” Accordingly, we may not be able to protect our intellectual property rights in certain jurisdictions and their legal systems. Filing, prosecuting and defending patents on our NPMs worldwide can pose several challenges. First, procuring patent rights in multiple jurisdictions would be cost prohibitive because individual patent offices in different jurisdictions will have to examine each patent application separately. Therefore, costs such as examination fees, translation fees, and attorney fees are considered. Once a patent is registered, we or our licensors will also have the continued obligation of paying maintenance fees periodically to avoid patents from becoming abandoned or lapsed. Second, the breadth of claims in patents may vary from jurisdiction to jurisdiction. For instance, certain patent offices may require narrower claims, resulting in patent rights that are less extensive. Further, as noted above, we may not be able to obtain patents in some jurisdictions even if we obtain patents in other jurisdictions. Accordingly, our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection or pending patent applications.

In addition, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. Many countries also limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business and financial condition may be adversely affected.

We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a ~~Business Combination. However,~~third-party patent, which might adversely affect our ability to develop and market NPMs.

We cannot guarantee that any of our patent searches or analyses, including the ~~registration~~identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough because there may be hundreds of thousands of relevant patents worldwide. We also cannot be certain that we have identified each and ~~shareholder rights agreement provides~~every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the ~~Company will not permit~~commercialization of NPMs in any ~~registration statement filed under the Securities Act to become effective until termination~~jurisdiction. The scope of a patent claim is generally determined by an interpretation of the ~~applicable lockup period. The registration~~law, the written disclosure in a patent, and ~~shareholder rights agreement does~~the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect or not ~~contain liquidating damages or other cash settlement provisions resulting from delays in registering~~accepted by a court of competent jurisdiction. Our determination of the ~~Company’s securities. The Company will bear the expenses incurred in connection with the filing~~expiration date of any ~~such registration statements.~~

~~Underwriting Agreement~~

~~The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000~~patent in the ~~aggregate. The deferred fee will become payable~~United States or abroad that we consider relevant may be incorrect or inaccurate. Our failure to ~~the underwriter from the amounts held~~identify and correctly interpret relevant patents may negatively impact our ability to develop and market NPMs.

In addition, there are several circumstances under which a patent application may not be published and accessible to us or our licensors. For example, patent applications in the ~~Trust Account solely~~United States and many foreign jurisdictions are typically not published until 18 months after filing, but some patent applications in the United States may be maintained in secrecy until the patents are issued. Publications in the scientific literature also often lag behind actual discoveries. Therefore, we cannot be certain that others have not filed patent applications for technology covered by our issued patents or our pending applications, or that we were the first to invent the technology. Our competitors may have filed, and may in the future file, patent applications covering NPMs or technology similar to ours without us knowing. Any such patent application may have priority over our patent applications or patents, which could require us to procure rights to issued patents covering such technologies in order to avoid infringement claims.

We may be subject to claims of ownership and other rights to our patents and other intellectual property by third parties.

Our confidentiality and intellectual property assignment agreements with our employees, consultants, and contractors generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive intellectual property. While we require our employees, consultants, and contractors to assign such intellectual property to us in the event that the ~~Company completes a Business Combination,~~intellectual property is not automatically assigned (e.g., as work made for hire), those agreements may not be honored and obligations to assign intellectual property may be challenged or breached. Moreover, there may be some circumstances where we are unable to negotiate for such ownership rights and/or others misappropriate those rights in the process.

We may be subject to claims that former employees, collaborators, or other third parties have an interest in our patents or other intellectual property as an owner, a joint owner, a licensee, an inventor, or a co-inventor. In the ~~terms~~latter two cases, the failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as

Table of Contents

inventors, the effects of foreign laws where foreign nationals are involved in the development of the ~~underwriting agreement.~~subject matter of the patent, conflicting obligations of third parties involved in developing our power modules or as a result of questions regarding co-ownership of potential joint inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and/or ownership. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose exclusive ownership of, or right to use or license valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Regulatory Risk Factors

Our SDA application for the 77 MWe power module has not yet been submitted to the NRC, and its approval is not guaranteed.

Increasing the power that can be generated by our NPMs is a key part of our plan, and our higher-capacity, 77 MWe power module is subject to obtaining SDA from the NRC. The need to obtain that approval complicates our licensing process and could affect the planned deployment schedule for our first NPMs. In particular, if the NRC disagrees with our licensing approach or the breadth and/or scope of the design changes proposed, the construction and operating license application process could take longer than currently expected, which could materially and adversely affect our business. Further, we face the risk that the NRC could impose terms in the SDA that are not acceptable to us.

Our design is only approved in the United States and we must obtain approvals on a country-by-country basis before we can sell our products abroad, which approvals may be delayed or denied or which may require modification to our design.

Our SMR design has not been approved in any country except the United States. Each country has its own safety approval that we must obtain before we can sell or install our NPMs abroad. Foreign approval processes may differ materially from the NRC process, and approvals may be denied or delayed in foreign countries, or some countries may require that we alter our design before obtaining approval. Denial or delay in approvals abroad could materially and adversely affect our business.

Our customers must obtain additional regulatory approvals before they construct power plants using our NPMs, and approvals may be denied or delayed.

The lead time to build a nuclear power facility is long, and requires site licensing and approvals from applicable regulatory agencies before a plant can be constructed. The regulatory framework to obtain approvals is complex, and varies from country to country. Any delays experienced by our customers in siting a power plant using our products and services could materially and adversely affect our business.

Our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.

The operations and properties of our customers are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-hazardous and radioactive materials and waste and remediation of releases of hazardous materials. Although NuScale LLC’s business is to design and sell technology rather than to construct and own or operate power plants, we must design our technology so it complies with such laws and regulations. Compliance with environmental requirements could require our customers to incur significant expenditures or result in significant restrictions on their operations, and the failure to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our customers to conduct or fund remedial or corrective measures, install pollution control equipment or perform other actions. More vigorous enforcement by regulatory agencies, the future enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future and adversely impact the market for our products, which could materially and adversely affect our business, financial condition and results of operations.

We are subject to stringent United States export and import control laws and regulations. Unfavorable changes in these laws and regulations or United States government licensing policies, our failure to secure timely United States

Table of Contents

government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

The inability to secure and maintain required export licenses or authorizations could negatively impact our ability to compete successfully or market our SMR technology for commercial applications outside the United States. For example, if we were unable to obtain or maintain our licenses to export certain nuclear hardware, we would be effectively prohibited from exporting our SMR technology in non-United States locations, which would limit the number of customers to those in the United States. In addition, ~~the underwriters reimbursed the Company~~if we were unable to obtain authorization to export our technology, hardware, code or technical assistance, we would experience a limited market for our technology, which would provide a competitive edge to international suppliers of SMRs. In both cases, these restrictions could lead to an ~~aggregate~~adverse impact on our ability to sell our commercial technology. Similarly, if we were unable to secure export authorization, we may need to implement design changes to our NPM to address issues with our domestic supplier chain, which may increase costs or result in delays in delivery of ~~$750,000 for costs incurred in connection~~new plants and subsequent additional NPMs when ordered.

Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts or limitations on our ability to enter into contracts with the ~~Initial Public Offering.~~

~~Anchor Investments~~

~~Certain qualified institutional buyers~~United States government. In addition, any changes in export control regulations or ~~institutional accredited investors~~United States government licensing policy, such as that necessary to implement United States government commitments to multilateral control regimes, may restrict our operations.

Our business is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business.

Regulatory risk factors associated with our business also include:

•our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications;

•our ability to obtain regulatory approval for a site boundary emergency planning zone defined in such a fashion as will benefit the majority of U.S.-based customers;

•regulatory delays, delays imposed as a result of regulatory inspections, and changing regulatory requirements, may cause a delay in our ability to fulfill our existing or future orders, or cause planned plants to not ~~affiliated with~~be completed at all, many of which may be out of our control, including natural disasters, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule plant construction, which could have an adverse impact on our business and financial condition; and

•challenges as a result of regulatory processes or in NuScale LLC’s ability to secure the necessary permissions to establish these plant sites could delay our ability to achieve our target build rate and could adversely affect our business.

General Risk Factors

COVID-19 and any ~~member~~future widespread public health crisis could negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, and result in reduced demand for our products and services.

In an effort to halt the outbreak of COVID-19, a number of countries, including the United States, have placed significant restrictions on travel, many businesses have announced extended closures, and many businesses and governmental agencies have allowed employees to work remotely, which in some cases may reduce the effectiveness of those employees. These travel restrictions and business closures may in the future adversely affect our operations locally and worldwide, including our ability to obtain regulatory approvals and to manufacture, market, sell or distribute our products, which could materially and adversely affect our business. We cannot predict the impact that remote work will have on the culture of NuScale LLC and our employee retention.

Many of our customers and suppliers worldwide were affected by COVID-19 and temporarily closed their facilities, which impacted the speed of our customer engagement and research and development. The impact of COVID-19 on NuScale LLC’s operational and financial performance will depend on various future developments, including the duration and spread of the ~~Company’s management (the “anchor investors”) purchased 1,980,000 Units each~~outbreak and impact on regulatory agencies, customers, suppliers and employees, all of which remain uncertain at this time.

Table of Contents

Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.

We will be subject to taxes in the ~~Initial Public Offering~~United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions, including the ~~Company directed~~United States, may be subject to change. Our future effective tax rates could be affected by changes in the ~~underwriters~~mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. In addition, we may be subject to ~~sell~~income tax audits by various tax jurisdictions. An adverse resolution by one or more taxing authorities could have a material impact on our finances. Further, we may be unable to utilize any net operating losses in the event a change in control is determined to have occurred.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ~~anchor investors such number~~ordinary course of ~~Units. Further, each~~our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability or require us to change our business practices. Because 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 closingpotential risks, expenses and uncertainties of ~~the Initial Public Offering for $494.56.~~

~~Note 8 - Shareholders’ Equity~~

~~Preference Shares~~ ~~— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as~~litigation, we may, ~~be determined~~ from time to time, bysettle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the ~~Company’s board~~results of ~~directors. At September 30, 2021 and December 31, 2020, there were 0 preference shares issued or outstanding.~~

any of these actions will not have a material adverse effect on our business.

~~Class A Ordinary Shares~~
~~— The Company is authorized~~

Risks Related to ~~issue 300,000,000 Class A ordinary shares, with a par value~~Ownership of ~~$0.0001 per share. Holders~~Our Shares of Class A ~~ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 0 Class A ordinary shares issued and outstanding, excluding 23,000,000~~Common Stock or NuScale Corp Warrants

Our Organizational Documents designate the Court of ~~Class A ordinary shares subject to redemption.~~

~~Class B Ordinary Shares~~ ~~— The Company is authorized to issue 30,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders~~Chancery of the ~~Class B ordinary shares are entitled to one vote~~State of Delaware as the sole and exclusive forum for ~~each share. At September 30, 2021~~substantially all disputes between NuScale Corp and ~~December 31, 2020, there were 5,750,000 Class B ordinary shares issued and outstanding.~~

~~Holders~~its stockholders.

Our Organizational Documents provide that the Court 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~~Chancery of the ~~holders~~State of Delaware or, if such court does not have subject matter jurisdiction thereof, atanother state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims. This choice of forum provision may limit a ~~ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder~~

~~Table of Contents~~

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 relationstockholder’s ability to ~~the consummation of~~bring 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 sellerclaim in a ~~Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates~~judicial forum that it finds favorable for disputes with NuScale Corp or any ~~member~~ of ~~the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.~~

~~Note 9 - Derivative Warrant Liability~~

~~Public Warrants~~NuScale Corp’s directors, officers, or other employees, which 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~~discourage lawsuits with respect to such claims. However, stockholders will not be ~~obligated~~deemed to ~~deliver~~have waived NuScale Corp’s compliance with the federal securities laws and the rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce any ~~Class A ordinary shares pursuant~~duty or liability created by the Exchange Act or the rules and regulations thereunder, or the Securities Act. Further, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Organizational Documents provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If a court were to find the choice of forum provision contained in the Organizational Documents to be inapplicable or unenforceable in an action, NuScale Corp may incur additional costs associated with resolving such action in other jurisdictions, which could harm NuScale Corp’s business, results of operations and financial condition.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the ~~exercise of a~~ warrant ~~and will have no obligation to settle such warrant exercise unless a registration statement~~agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Table of Contents

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable 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,~~one 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 lawsmore of the ~~state~~specified types of ~~residence of the registered holder of the warrants.~~

~~The Company has agreed that as soon as practicable, but~~actions or proceedings, we may incur additional costs associated with resolving such matters in ~~no event later than 20~~other jurisdictions, which could materially and adversely affect our business, days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Redemption of warrants when the price per Class A ordinary share equals or exceeds~~ ~~$18.00~~. ~~Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):~~

●~~in whole and not in part;~~

●~~at a price of $0.01 per warrant;~~

●~~upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and~~

●

~~if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending~~ ~~three~~ ~~trading days before the Company sends the notice of redemption to the warrant holders.~~

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~Table of Contents~~

~~Redemption of warrants when the price per Class A ordinary share equals or exceeds~~ ~~$10.00~~~~. Once the warrants become exercisable, the Company may redeem the outstanding warrants:~~

●~~in whole and not in part;~~

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;

●

~~if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending~~ ~~three~~ ~~trading days before the Company send the notice of redemption to the warrant holders; and~~

●

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.

~~Note 10 - Fair Value Measurements~~

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the

~~Table of Contents~~

ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

~~The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 30, 2021:~~

Level 1

Level 2

Level 3


Total
Assets:

Marketable securities held in brokerage account

$
232,313,494

$
—

$
—

$
232,313,494

Liabilities:

Public Warrants

$
8,280,000

$
—

$
—

$
8,280,000
Private Placement Warrants

—

—

21,894,000

21,894,000
Total liabilities

$
8,280,000

$
—

$
21,894,000

$
30,174,000

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 statement of operations each period.

~~The following table presents a summary of the changes in the fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis.~~

Private

Warrant

Liability
Balance at, January 1, 2021

$
14,685,000
Recognized gain (loss) on change in fair value

(3,738,000)
Fair value, March 31, 2021

$
10,947,000
Recognized gain (loss) on change in fair value

1,869,000
Fair value, June 30, 2021

$
12,816,000
Recognized gain on change in fair value

9,078,000
Fair value, September 30, 2021

$
21,894,000

The Private Placement Warrants were valued using a Least Squares Monte Carlo Model, which is considered to be a Level 3 fair value measurement. As the path-dependent nature of the redemption provisions does not apply to the Private Placement warrants, the Company estimated the fair value using a Least Square Monte Carlo Model framework with significant assumptions including the price of the Company’s ordinary shares, risk-free rate, volatility, and term to the Company’s initial business combination. There were no transfers out of Level 3 during the three and nine months ended September 30, 2021.

~~The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:~~

As of

As of


December 31, 2020

September 30, 2021

Exercise price

$
11.50

$
11.50

IPO price

$
10.00

$
10.00

Implied share price range (or underlying asset price at December 31, 2020)

$
10.12

$
8.69

Volatility

21
%

80
%
Term

5.7

5.07

Risk-free rate

0.46
%

0.99
%
Dividend yield

0
%

0
%

~~Note 11 - Subsequent Events~~

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 8, 2021, the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that has not been disclosed in the condensed financial statements.

~~Table of Contents~~

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

References in this annual report on Form 10-Q (the “Annual Report”) to “we,” “us” or the “Company” refer to Spring Valley Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Spring Valley Acquisition Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations ~~should~~and result in a diversion of the time and resources of our management and board of directors.

The NuScale Corp Warrants are expected to be ~~read in conjunction with the financial statements~~accounted for as liabilities and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Special Note Regarding Forward-Looking Statements~~

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Overview~~

We are a blank check company incorporated in the Cayman Islands on August 20, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

~~We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.~~

~~Results of Operations~~

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from the August 20, 2020 (inception) through September 30, 2021 were organizational activities and those necessary to prepare for the Initial Public Offering and searching for a target, described below. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income from the proceeds from the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

~~For the three months ended September 30, 2021, we had a net loss of $1,926,407, which consisted of formation and operating costs of $441,399 and~~ changes in ~~fair value of derivative warrant liabilities of $1,488,000, offset by interest income on marketable securities held in the Trust Account of $2,992.~~

For the nine months ended September 30, 2021, we had net income of $2,375,077, which consisted of interest income on marketable securities held in the Trust Account of $14,513 and changes in fair value of derivative warrant liabilities of $3,486,000, offset by formation and operation costs of $1,125,436.

~~Table of Contents~~

~~Liquidity and Capital Resources~~

On November 27, 2020, we consummated the Initial Public Offering of 23,000,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $232,300,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,900,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant generating gross proceeds of $8,900,000.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $232,300,000 was placed in the Trust Account. We incurred $12,467,354 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $567,354 of other costs.

For the nine months ended September 30, 2021, cash used in operating activities was $691,041. Net income of $2,375,077 was offset by change in fair value of derivative liabilities of $3,486,000, interest earned and unrealized gain on marketable securities held in the Trust Account of $14,513, and changes in operating assets and liabilities, which used $434,395 of cash.

As of September 30, 2021, we had cash held in the trust account of $232,316,486. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2021, we had cash of $1,190,307. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

~~Off-Balance Sheet Financing Arrangements~~

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Contractual Obligations~~

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support services provided to the Company. We began incurring these fees on November 23, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

~~Table of Contents~~

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Pursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Critical Accounting Policies~~

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.

~~Derivative Warrant Liability~~

We account for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own ordinary shares and whether the holders of Warrants could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, such Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, such Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the ~~liability-classified~~NuScale Corp Warrants ~~are recognized as a non-cash gain or loss on the statements of operations.~~

~~We account for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities.~~

Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed statement of operations. See Note 7 to our unaudited condensed financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the warrant liabilities.

~~Recent Accounting Standards~~

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would~~could have a material effect on our financial ~~statements.~~

results.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

The NuScale Corp Warrants are currently classified as liabilities. Under this accounting treatment, we are required to measure the fair value of ~~September 30, 2021, we were not subject to any market or interest rate risk. Following~~ the ~~consummation~~NuScale Corp Warrants at the end of ~~our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts~~each reporting period and recognize changes in the ~~Trust Account, have been invested~~fair value from the prior period in ~~certain U.S.~~

~~Table of Contents~~

~~government obligations with~~our operating results for the current period. As a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~ITEM 4. CONTROLS AND PROCEDURES~~

~~Evaluation of Disclosure Controls and Procedures~~

~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation~~result of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

~~Changes in Internal Control Over Financial Reporting~~

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The material weakness discussed below was remediated during the quarter ended September 30, 2021.

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply torecurring fair value measurement, our financial statements ~~including providing enhanced access~~and results of operations may fluctuate quarterly based on factors which are outside our control. We expect that we will recognize non-cash gains or losses due to ~~accounting literature,~~the quarterly fair valuation of the NuScale Corp Warrants and that such gains or losses could be material.

The price of Class A common stock and NuScale Corp’s warrants may be volatile.

The price of Class A common stock and NuScale Corp’s warrants may fluctuate due to a variety of factors, including:

•changes in the industries in which NuScale Corp and its customers operate;

•variations in its operating performance and the performance of its competitors in general;

•material and adverse impacts of the COVID-19 pandemic or other future pandemics on the markets and the broader global economy;

•actual or anticipated fluctuations in NuScale Corp’s quarterly or annual operating results;

•the public’s reaction to NuScale Corp’s press releases, its other public announcements and its filings with the SEC;

•NuScale Corp’s failure or the failure of its competitors to meet analysts’ projections or guidance that NuScale Corp or its competitors may give to the market;

•additions and departures of key personnel;

•changes in laws and regulations affecting its business;

•commencement of, or involvement in, litigation involving NuScale Corp;

•changes in NuScale Corp’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•publication of research ~~materials~~reports by securities analysts about NuScale Corp, its competitors or its industry;

•sales of shares of Class A common stock by the PIPE Investors; and ~~documents~~

•general economic and ~~increased communication among~~political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.

These market and industry factors may materially reduce the market price of Class A common stock and NuScale Corp’s warrants regardless of the operating performance of NuScale Corp.

A significant portion of our ~~personnel~~total outstanding shares may be sold into the market. This could cause the market price of Class A common stock to drop significantly, even if NuScale Corp’s business is doing well.

Table of Contents

Sales of a substantial number of shares of Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Class A common stock.

As of July 1, 2022, there were (i) 43,672,265 shares of Class A common stock outstanding, (ii) 178,396,711 shares of Class A common stock issuable upon the exchange of NuScale LLC Class B units (together with cancellation of an equal number of shares of NuScale Corp Class B common stock) pursuant to the procedures set forth in the A&R NuScale LLC Agreement, and ~~third-party professionals~~(iii) 35,142,848 shares of Class A common stock issuable upon the exercise of outstanding stock options and Warrants.

Although the Sponsor and certain of the Legacy NuScale Equityholders are subject to certain restrictions regarding the transfer of Class A common stock, these shares may be sold after the expiration or early termination of the respective applicable lock-ups under the Sponsor Letter Agreement. We have registered on a Form S-1 the potential resale of 209,870,307 shares of Class A common stock. We also have registered on a Form S-8 an aggregate of 32,503,809 shares of Class A common stock issuable upon exercise of (i) NuScale LLC options issued under the Fourth Amended and Restated Equity Incentive Plan of NuScale LLC and (ii) equity awards under the NuScale Corp 2022 Long-Term Incentive Plan. As restrictions on resale end and so long as the registration statements are available for use, the market price of Class A common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

NuScale Warrants and Options will become exercisable for Class A common stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding Warrants to purchase an aggregate of 20,400,000 shares of Class A common stock became exercisable June 1, 2022 in accordance with ~~whom~~the terms of the warrant agreement governing those securities. The exercise price of these warrants is $11.50 per share. In addition, outstanding options exercisable in exchange for an aggregate of 14,742,848 shares of Class A common stock are or will become exercisable in accordance with the terms of the Fourth Amended and Restated Equity Incentive Plan of NuScale LLC. To the extent such Warrants or options are exercised, additional shares of Class A common stock will be issued, which will result in dilution to the holders of common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the prevailing market prices of Class A common stock.

Investors’ ability to make transactions in NuScale Corp’s securities could be limited and if NuScale cannot maintain its listing on the NYSE, NuScale Corp may be subject to additional trading restrictions.

An active trading market for NuScale Corp’s securities may not be sustained. In addition, NuScale Corp may be unable to maintain the listing of its securities on the NYSE in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If NuScale Corp’s securities were not listed on the NYSE or another national securities exchange, such securities would not qualify as covered securities and we ~~consult regarding complex accounting applications. The foregoing actions,~~would be subject to regulation in each state in which we ~~believe remediated~~offer our securities because states are not preempted from regulating the ~~material weakness~~sale of securities that are not covered securities.

Reports published by analysts, including projections in ~~internal control over financial reporting, were completed as~~those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A common stock.

Securities research analysts may establish and publish their own periodic projections for NuScale Corp. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the ~~date~~analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of ~~September 30, 2021.~~

these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. Moreover, if no analysts commence coverage of us, the market price and volume for our common shares could be adversely affected.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased and will continue to increase our costs and the risk of non-compliance.

~~PART II - OTHER INFORMATION~~

~~ITEM 1. LEGAL PROCEEDINGS.~~

~~None.~~

We are subject to rules and regulations by various governing bodies, including the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in, and likely will continue to result in, increased general and administrative expenses and a diversion of management time and attention.

~~ITEM 1A. RISK FACTORS.~~

~~Except~~

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as ~~set forth below, as~~new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to NuScale Corp’s disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our Class A common stock may be volatile and, in the ~~date~~past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this ~~Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed~~type of litigation in ~~our Registration Statement filed with~~ the ~~SEC. Any of these factors~~future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In connection with the Closing and as contemplated by the Merger Agreement and the Subscription Agreements:

•On May 2, 2022, NuScale sold 23,700,002 unregistered shares of NuScale Class A common stock to the PIPE Investors for aggregate consideration of $235,000,000. The shares were sold in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act in reliance on the exemption afforded by Section 4(a)(2) thereof.

•On May 3, 2022, NuScale issued 178,396,711 shares of NuScale Class B common stock to the Legacy NuScale Equityholders for no cash consideration. Each of the Legacy NuScale Equityholders received a ~~significant or material adverse effect on our results~~number of ~~operations or financial condition. Additional risk factors not presently known~~shares of NuScale Class B common stock equal to ~~us or that we currently deem immaterial may also impair our business or results~~the number of ~~operations.~~

~~The securities in which we invest the funds held~~NuScale LLC Class B units they received in the ~~Trust Account could bear~~recapitalization of NuScale LLC, and upon the exchange of NuScale LLC Class B units for shares of NuScale Class A common stock as provided in the A&R NuScale LLC Agreement, a ~~negative rate~~corresponding number of ~~interest, which could reduce~~shares of Class B common stock will be cancelled. Each share of NuScale Class B common stock represents one vote on matters submitted to the ~~value~~stockholders of NuScale and carries no economic interests. To the extent the Class B common stock constitutes a “security” that was offered and sold to Legacy NuScale Equityholders, the shares were sold in transactions not involving an underwriter and not requiring registration under Section 5 of the ~~assets held~~Securities Act in ~~trust such that~~reliance on the ~~per-share redemption amount received~~exemption afforded by ~~public shareholders may be less than $10.00 per share.~~Section 3(a)(9) or Section 4(a)(2) thereof.

• NuScale issued shares of Class A common stock to former employees upon the exercise of options for aggregate consideration of $190,830.69 as follows: 47,630 shares on May 2, 2022; 2,814 shares on May 5, 2022; 5,737 shares on May 6, 2022; and 780 shares on May 9, 2022. The ~~proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7~~options, which were originally issued under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to ourFourth Amended and Restated ~~Certificate~~Equity Incentive Plan of ~~Incorporation, our public shareholders are entitled~~NuScale Power, LLC before the Merger, were converted into options to ~~receive their pro-rata share~~purchase Class A common stock of NuScale in the Merger. The issuances of shares upon exercise of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public shareholders.

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

On November 27, 2020, we consummated our Initial Public Offering of 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Cowen and Company, LLC and Wells Fargo Securities, LLC acted as book-running managers. Drexel Hamilton, LLC and Siebert Williams Shank and Co., LLC acted as co-managers. The securities sold in the offeringoptions were ~~registered~~exempt under Rule 701 under the Securities ~~Act on registration statements on Form S-1 (No. 333-249067). The registration statements became effective on November 23, 2020.~~

Simultaneously with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we consummated a private placement of 8,900,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,900,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of theAct.

Item 3. Defaults Upon Senior Securities ~~Act.~~

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

~~Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the sale of the Private Placement Warrants, $232,300,000 was placed in the Trust Account.~~

We paid a total of $3,850,000 in underwriting discounts, net of $750,000 reimbursements from the underwriters, and commissions and $567,354 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,050,000 in underwriting discounts and commissions.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I,~~

Item ~~2 of this Form 10-Q.~~

4. Mine Safety Disclosures

Item 5. Other Information

Table of Contents

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.~~

~~None.~~

~~ITEM 4. MINE SAFETY DISCLOSURES.~~

~~Not applicable.~~

~~ITEM 5. OTHER INFORMATION.~~

~~None.~~

Item 6. Exhibits and Financial Statements Schedules


Title of each class				Trading Symbol(s)		Name of each exchange on which registered
~~Units, each consisting of one~~ Class A ~~ordinary share,~~common stock, $0.0001 par value ~~and one-half of one redeemable warrant~~ per share		SMR		~~SVSVU~~		~~The Nasdaq Capital Market~~ New York Stock Exchange
~~Class A ordinary shares included as part of the units~~			SV	~~The Nasdaq Capital Market~~
Warrants, ~~included as part of the units,~~ each whole warrant exercisable for one share of Class A ~~ordinary share~~common stock at an exercise price of $11.50 per share	SMR.WS		~~SVSVW~~		~~The Nasdaq Capital Market~~ New York Stock Exchange


					Page Number

			Glossary of Terms

Part I - Financial Information
Item 1.			Financial Statements		1
				~~Page~~
~~PART 1 – FINANCIAL INFORMATION~~

~~Item 1.~~	~~Condensed Balance Sheets~~	1

	~~Condensed Statements of Operations (unaudited)~~	2

	~~Condensed Statements of Changes in Shareholders’ Equity (Deficit) (unaudited)~~	3

	~~Condensed Statements of Cash Flows (unaudited)~~	5

	~~Notes to Unaudited Condensed Financial Statements~~	6

Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations			1817

Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk			2025
Item 4.			Controls and Procedures		25
~~Item 4.~~Part II - Other Information					~~Control and Procedures~~	21
Item 1.			Legal Proceedings		27
~~PART II – OTHER INFORMATION~~Item 1A.			Risk Factors		27

~~Item 1.~~	~~Legal Proceedings~~	22

~~Item 1A.~~	~~Risk Factors~~	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			2242

Item 3.	Defaults Upon Senior Securities			2342

Item 4.	Mine Safety Disclosures			2342
Item 5.			Other Information		42
Item 5.6.			~~Other Information~~Exhibits		2343
Signatures
~~Item 6.~~45	~~Exhibits~~	24

~~SIGNATURES~~		25


~~No.~~	~~Description of Exhibit~~
~~1.1~~ Exhibit Number		Description
2.1†		~~Underwriting~~ Agreement and Plan of Merger, dated as of ~~November 23, 2020,~~December 13, 2021, by and among Spring Valley, Merger Sub and NuScale LLC (incorporated by reference to Annex A to the ~~Company and Cowen and Company, LLC and Wells Fargo Securities, LLC, as representatives of~~Proxy Statement/Prospectus filed with the ~~several underwriters.~~ SEC on April 8, 2022)⁽¹⁾
~~4.1~~ 2.2		~~Warrant~~Amendment to Agreement and Plan of Merger, dated as of December 28, 2021, by and among Spring Valley, Merger Sub and NuScale LLC (incorporated by reference to Annex A-I to the Proxy Statement/ Prospectus filed with the SEC on April 8, 2022)
2.3		Second Amendment to Agreement and Plan of Merger, dated as of April 14, 2022, by and among Spring Valley, Merger Sub and NuScale LLC (incorporated by reference to Exhibit 2.1 to Spring Valley’s Current Report on Form 8-K, filed with the SEC on April 15, 2022)
3.1		Certificate of Incorporation of NuScale Power Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 5, 2022)
3.2		Bylaws of NuScale Power Corporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on May 5, 2022)
4.1		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed by the Registrant on November ~~23, 2020,~~20, 2020)
4.2		Warrant Agreement between Continental Stock Transfer & Trust Company and ~~the Company.~~ ⁽¹⁾
~~10.1~~	~~Private Placement Warrants Purchase Agreement,~~Spring Valley Acquisition Corp., dated ~~as of~~ November 23, 2020 ~~between~~(incorporated by reference to Annex L to the ~~Company and the Sponsor.~~ Proxy Statement/ Prospectus filed on April 8, 2022)⁽¹⁾
~~10.2~~ 10.1		~~Investment Management Trust Account Agreement, dated as~~Form of ~~November 23, 2020, between Continental Stock Transfer & Trust Company and~~NuScale Corp Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the ~~Company.~~ Registration Statement on Form S-4 filed on February 11, 2022)⁽¹⁾
~~10.3~~ 10.2		~~Registration and Shareholder Rights Agreement, dated as of November 23, 2020, between the Company and the Sponsor.~~ ⁽¹⁾
~~10.4~~	Sponsor Letter Agreement, dated as of November 23, 2020, by and among Spring Valley Acquisition Sponsor, LLC, Spring Valley and certain other parties thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed by the Registrant on November 30, 2020 and included as Annex H to the Proxy Statement/ Prospectus)
10.3		Form of Amendment to PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 15, 2022)
10.4+		Fourth Amended and Restated Equity Incentive Plan of NuScale Power, LLC; Form of Option Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on May 5, 2022)
10.5		Amended and Restated Registration Rights Agreement dated May 2, 2022, by and among NuScale Power Corporation, Spring Valley Acquisition Sponsor, LLC, SV Acquisition Sponsor Sub, LLC,and certain members of NuScale Power, LLC and shareholders of NuScale Power Corporation (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on May 5,2022)
10.6		Tax Receivable Agreement dated May 2, 2022, by and among NuScale Power Corporation, NuScale Power, LLC, and certain members of NuScale Power, LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on May 5, 2022)
10.7		Sixth Amended and Restated Limited Liability Company Agreement dated May 2, 2022, by and among NuScale Power Corporation, NuScale Power, LLC and the members of NuScale Power, LLC (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on May 5, 2022)
10.8+		Amendment No. 1 to Employment Agreement with John Hopkins effective May 2, 2022 (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on May 5, 2022)
10.9+		Amendment No. 1 to Employment Agreement with Dale Atkinson effective May 2, 2022 (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on May 5,2022)
10.10+		Form of Change in Control and Indemnity Agreement (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed on May 5, 2022)
10.11+		Executive Severance Policy (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed on May 5, 2022)


Exhibit Number		Description
10.12		NuScale Power, LLC Fourth Amended and Restated 2011 Equity Incentive Plan; Form of Option Agreement (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed on May 5, 2022)
10.13		Development Cost Reimbursement Agreement between ~~the Company, the Sponsor~~NuScale Power, LLC and ~~each~~Utah Associated Municipal Power Systems dated December 31, 2020, as amended by Amendment No. 1 dated April 30, 2021 and Amendment No. 2 dated May 31, 2021 (portions of the ~~officers and directors of~~agreement have been redacted) (incorporated by reference to Exhibit 10.22 to the ~~Company.~~ Current Report on Form 8-K filed on May 5, 2022)⁽¹⁾
~~10.5~~ 10.14+		~~Administrative Services~~Letter Agreement among NuScale Power, LLC, Fluor Enterprises, Inc., Japan NuScale Innovation, LLC, and Japan Bank for International Cooperation dated ~~as of November 23, 2020, between~~April 4, 2022 (incorporated by reference to Exhibit 10.23 to the ~~Company and the Sponsor.~~ Current Report on Form 8-K filed on May 5, 2022)⁽¹⁾
31.1* 10.15+		Restricted Unit and Bonus Award Agreement between NuScale Power, LLC and Dale Atkinson (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1 filed on June 13, 2022
31.1		Certification of ~~Principal~~Chief Executive Officer ~~Pursuant~~pursuant to ~~Securities Exchange Act Rules~~Rule 13a-14(a) ~~and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~/15d-14(a)
31.2* 31.2		Certification of ~~Principal~~Chief Financial Officer ~~Pursuant~~pursuant to ~~Securities Exchange Act Rules~~Rule 13a-14(a) ~~and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~/15d-14(a)
32.1** 32.1		Certification of ~~Principal~~Chief Executive Officer ~~Pursuant~~pursuant to ~~18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~Rule 13a-14(d)/15d-14(d)
32.2** 32.2		Certification of ~~Principal~~Chief Financial Officer ~~Pursuant~~pursuant to ~~18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~Rule 13a-14(d)/15d-14(d)
101.INS* 101 .INS		XBRL Instance Document
101.CAL* 101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH* 101.DEF		~~XBRL Taxonomy Extension Schema Document~~
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* 101.LAB		XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE* 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104* 104		Cover Page Interactive Data File (formatted as Inline ~~XBRL and contained in Exhibit 101)~~


		~~SPRING VALLEY ACQUISITION CORP.~~ NuScale Power Corporation

~~Date: November~~Date ~~8, 2021~~		By:	/s/ ~~Christopher Sorrells~~ John Hopkins
		Name:	~~Christopher Sorrells~~ John Hopkins
		Title:	Chief Executive Officer
			~~(Principal Executive Officer)~~

~~Date: November~~Date ~~8, 2021~~		By:	/s/ ~~Jeffrey Schramm~~ Chris Colbert
		~~Name:~~ Name	~~Jeffrey Schramm~~ Chris Colbert
		Title:	Chief Financial Officer
	~~(Principal Financial and Accounting Officer)~~


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	September 30,		December 31,
	2021		2020
	(Unaudited)
ASSETS
Cash	$	1,190,307	$	1,906,348
Prepaid expenses		108,370		237,088
Total current assets		1,298,677		2,143,436
Investments held in trust account		—		232,301,973
Investments held in brokerage account		232,316,486		—
Total assets	$	233,615,163	$	234,445,409

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	345,062	$	0
Accrued expenses		10,550		49,934
Total current liabilities		355,612		49,934
Deferred underwriting fees payable		8,050,000		8,050,000
Derivative warrant liabilities		30,174,000		33,660,000
Total liabilities		38,579,612		41,759,934

Commitments and Contingencies (Note 7)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.10 redemption value as of September 30, 2021 and December 31, 2020 respectively		232,300,000		232,300,000

Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020 (excluding 23,000,000 shares subject to possible redemption)		0		0
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2021 and December 30, 2020		575		575
Additional paid-in capital		—		—
Accumulated deficit		(37,265,024)		(39,615,100)
Total shareholders' deficit		(37,264,449)		(39,614,525)
Total Liabilities and Shareholders' Deficit	$	233,615,163	$	234,445,409


(in thousands)	June 30, 2022		December 31, 2021
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	350,823	$	77,094
Prepaid expenses	7,670		4,147
Accounts receivable	15,001		4,833
Total current assets	373,494		86,074
Property, plant and equipment, net	5,325		4,960
In-process research and development	16,900		16,900
Intangible assets, net	1,148		1,236
Goodwill	8,255		8,255
Other assets	2,109		3,772
Total assets	$	407,231	$	121,197
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$	24,135	$	22,375
Accrued compensation	5,647		10,552
Convertible notes payable	—		14,041

Other accrued liabilities	657		1,440
Total current liabilities	30,439		48,408
Warrant liabilities	41,412		—
Noncurrent liabilities	2,848		2,976
Deferred revenue	794		1,415
Total liabilities	75,493		52,799
Mezzanine equity	—		2,140

Stockholders’ Equity
Convertible preferred units	—		819,694
Common units	—		28,184
Class A common stock, par value $0.0001 per share, 332,000,000 shares authorized, 42,028,341 shares issued and outstanding as of June 30, 2022	4		—
Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 178,396,711 shares issued and outstanding as of June 30, 2022	18		—
Additional paid-in capital	221,379		—
Accumulated deficit	(158,771)		(781,620)
Total Stockholders’ Equity Excluding Noncontrolling Interests	62,630		66,258
Noncontrolling interests	269,108		—
Total Stockholders' Equity	331,738		66,258
Total Liabilities, Mezzanine Equity and Stockholders' Equity	$	407,231	$	121,197


					August 20, 2020
	Three Months		Nine Months		(inception)
	Ended		Ended		through
	September 30,		September 30,		September 30,
	2021		2021		2020

Formation and operating costs	$	441,400	$	1,125,437	$	7,221
Loss from operations		(441,400)		(1,125,437)		(7,221)
Gain on investments, dividends and interest, held in Trust Account		2,992		14,513		—
Change in fair value of derivative liabilities		(1,488,000)		3,486,000		—
Net Income (Loss)	$	(1,926,408)	$	2,375,076	$	(7,221)

Weighted average shares outstanding of Class A redeemable ordinary		23,000,000		23,000,000		—
Basic and diluted net income (loss) per share, Class A	$	(0.07)	$	0.08	$	—
Weighted average shares outstanding of Class B non-redeemable ordinary shares		5,750,000		5,750,000		5,750,000
Basic and diluted net income (loss) per ordinary share, Class B	$	(0.07)	$	0.08	$	(0.00)


	Ordinary Shares			Additional				Total
	Class B			Paid-In		Accumulated		Shareholders'
	Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2021	5,750,000	$	575	$	—	$	(39,615,100)	$	(39,614,525)
Offering cost paid in the quarter	—		—		—		—		—
Accretion of Class A Ordinary Shares to redemption value	—		—		—		(25,000)		(25,000)
Net income	—		—		—		8,734,669		8,734,669
Balance as of March 31, 2021	5,750,000	$	575	$	—	$	(30,905,431)	$	(30,904,856)
Net loss	—		—		—		(4,433,185)		(4,433,185)
Balance as of June 30, 2021	5,750,000	$	575	$	—	$	(35,338,616)	$	(35,338,041)
Net loss	—		—		—		(1,926,408)		(1,926,408)
Balance as of September 30, 2021	5,750,000	$	575	$	—	$	(37,265,024)	$	(37,264,449)


(in thousands)
	Mezzanine			Convertible Preferred Units			Common Units			Accumulated Deficit		Total Stockholders’ Equity
	Units	Amount		Units	Amount		Units	Amount
Balances at March 31, 2021 (unaudited)	6,000	$	2,140	563,843	$	669,628	5,529	$	24,032	$	(701,793)	$	(8,133)
Sale of convertible preferred units	—	—		27,396	58,040		—	—		—		58,040
Issuance of convertible preferred units	—	—		—	—		—	—		—		—
Exercise of common unit options	—	—		—	—		2,587	383		—		383
Issuance of treasury shares	—	—		—	—		66	73		—		73
Equity-based compensation expense	—	—		—	—		—	1,066		—		1,066
Net loss	—	—		—	—		—	—		(24,679)		(24,679)
Balances at June 30, 2021 (unaudited)	6,000	$	2,140	591,239	$	727,668	8,182	$	25,554	$	(726,472)	$	26,750


(in thousands)	Six months ended
	June 30,
	2022		2021
OPERATING CASH FLOW
Net loss	$	(44,753)	$	(47,345)
Adjustments to reconcile net loss to operating cash flow:
Depreciation	1,215		1,014
Amortization of intangibles	89		89
Equity-based compensation expense	2,132		4,188
Change in fair value of warrant liabilities	(6,120)		—
Net noncash change in right of use assets and lease liabilities	803		754
Changes in assets and liabilities:
Prepaid expenses and other assets	(2,597)		426
Accounts receivable	(10,168)		(7,728)
Accounts payable and accrued expenses	1,789		(555)
Lease liability	(812)		(896)
Deferred DOE cost share	(104)		426
Deferred revenue	(621)		65
Accrued compensation	(4,905)		(1,116)
Net cash used in operating activities	(64,052)		(50,678)
INVESTING CASH FLOW
Purchases of property, plant and equipment	(1,581)		(437)
Net cash used in investing activities	(1,581)		(437)
FINANCING CASH FLOW
Proceeds from Transaction, net	341,462		—
Payments of Transaction costs	(2,401)		—
Proceeds from debt issuance	—		27,200
Repayment of debt	—		(47,200)
Proceeds from sale of convertible preferred units	—		100,500
Proceeds from exercise of common unit options	847		394
Repurchase of common units	(566)		—
Issuance of treasury units	20		73
Net cash provided by financing activities	339,362		80,967
Net increase in cash and cash equivalents	273,729		29,852
Cash and cash equivalents:
Beginning of period	77,094		4,864
End of period	$	350,823	$	34,716
Summary of noncash investing and financing activities:
Assumption of Transaction warrant liabilities	47,532		—
Debt converted to equity	14,181		—
Conversion of equity options to liability award	50		—
Conversion of accounts payable to convertible preferred units	—		39
Equity issuance fees	—		1,960
Supplemental disclosures of cash flow information:
Cash paid for interest	—		1,478


	Nine Months
	Ended		Inception-to-date
	September 30,		September 30,
	2021		2020

Cash Flows from Operating Activities:
Net income (loss)	$	2,375,076	$	(7,221)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative liabilities		(3,486,000)		—
Gain on marketable securities (net), dividends and interest, held in Trust Account		(14,513)		—
Formation and operating cost paid through the issuance of ordinary shares to Sponsor		—		5,000
Changes in operating assets and liabilities:
Prepaid expenses and other assets		128,719		(4,442)
Accounts payable and accrued expenses		305,677		—
Net cash used in operating activities		(691,041)		(6,663)

Cash Flows from Financing Activities:
Advances from related party		—		6,663
Offering costs paid		(25,000)		—
Net cash provided by financing activities		(25,000)		6,663

Net decrease in cash		(716,041)		—
Cash - beginning of period		1,906,348		—
Cash - end of period	$	1,190,307	$	—

Supplemental disclosure of noncash investing and financing activities:
Initial classification of Class A Ordinary Shares subject to possible redemption	$	(24,393,102)	$	—
Accretion of Class A Ordinary Shares to redemption value	$	24,393,102	$	—
Deferred offering costs included in accrued expenses	$	—	$	59,559
Deferred offering costs paid through promissory note — related party	$	—	$	113,163
Deferred offering costs paid through the issuance of ordinary shares to Sponsor	$	—	$	20,000


	As of December 31, 2020
	As Previously	Revision
	Reported	Adjustment	As Revised
Balance Sheet
Ordinary shares subject to possible redemption	187,685,474	44,614,526	232,300,000
Shareholders’ equity (deficit)
Preference shares - $0.0001 par value	—	—	—
Class A ordinary shares - $0.0001 par value	442	(442)	—
Class B ordinary shares - $0.0001 par value	575	—	575
Additional paid-in-capital	17,970,408	(17,970,408)	—
Accumulated deficit	(12,971,424)	(26,643,676)	(39,615,100)
Total shareholders’ equity (deficit)	5,000,001	(44,614,526)	(39,614,525)


	For the Three		For the Nine
	Months Ended		Months Ended
	September 30,		September 30,
	2021		2021
Redeemable Class A Ordinary Shares
Numerator:
Allocation of net loss	$	(1,541,126)	$	1,900,061

Denominator:
Weighted average shares outstanding, basic and diluted		23,000,000		23,000,000
Basic and diluted net loss per share	$	(0.07)	$	0.08

Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net (Loss) Income attributable to Non-Redeemable Class B Ordinary Shares	$	(385,282)	$	475,015

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B		5,750,000		5,750,000
Basic and diluted net loss per share, Non-Redeemable Class B	$	(0.07)	$	0.08


	Level 1		Level 2		Level 3			Total
Assets:
Marketable securities held in brokerage account	$	232,313,494	$	—	$	—	$	232,313,494

Liabilities:
Public Warrants	$	8,280,000	$	—	$	—	$	8,280,000
Private Placement Warrants		—		—		21,894,000		21,894,000
Total liabilities	$	8,280,000	$	—	$	21,894,000	$	30,174,000


	Private
	Warrant
	Liability
Balance at, January 1, 2021	$	14,685,000
Recognized gain (loss) on change in fair value		(3,738,000)
Fair value, March 31, 2021	$	10,947,000
Recognized gain (loss) on change in fair value		1,869,000
Fair value, June 30, 2021	$	12,816,000
Recognized gain on change in fair value		9,078,000
Fair value, September 30, 2021	$	21,894,000


	As of			As of
	December 31, 2020			September 30, 2021
Exercise price	$	11.50		$	11.50
IPO price	$	10.00		$	10.00
Implied share price range (or underlying asset price at December 31, 2020)	$	10.12		$	8.69
Volatility		21	%		80	%
Term		5.7			5.07
Risk-free rate		0.46	%		0.99	%
Dividend yield		0	%		0	%