Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | NUSCALE POWER Corp |
Entity Filer Category | Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001822966 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 217,685 | $ 77,094 |
Short-term investments | 50,000 | 0 |
Prepaid expenses | 5,531 | 4,147 |
Accounts and other receivables | 11,199 | 4,833 |
Total current assets | 284,415 | 86,074 |
Property, plant and equipment, net | 4,770 | 4,960 |
In-process research and development | 16,900 | 16,900 |
Intangible assets, net | 1,059 | 1,236 |
Goodwill | 8,255 | 8,255 |
Restricted cash | 26,532 | 0 |
Other assets | 6,704 | 3,772 |
Total assets | 348,635 | 121,197 |
Current liabilities | ||
Accounts payable and accrued expenses | 27,951 | 22,375 |
Accrued compensation | 9,038 | 10,552 |
Convertible note payable | 0 | 14,041 |
Other accrued liabilities | 1,568 | 1,440 |
Total current liabilities | 38,557 | 48,408 |
Warrant liabilities | 29,349 | 0 |
Noncurrent liabilities | 2,786 | 2,976 |
Deferred revenue | 856 | 1,415 |
Total liabilities | 71,548 | 52,799 |
Mezzanine equity | 0 | 2,140 |
Stockholders' Equity | ||
Convertible preferred units | 0 | 819,694 |
Common units | 0 | 28,184 |
Additional paid-in capital | 296,748 | 0 |
Accumulated deficit | (182,092) | (781,620) |
Total Stockholders' Equity Excluding Noncontrolling Interests | 114,679 | 66,258 |
Noncontrolling interests | 162,408 | 0 |
Total Stockholders' Equity | 277,087 | 66,258 |
Total Liabilities, Mezzanine Equity and Stockholders' Equity | 348,635 | 121,197 |
Class A | ||
Stockholders' Equity | ||
Common stock, value, issued | 7 | 0 |
Class B | ||
Stockholders' Equity | ||
Common stock, value, issued | $ 16 | $ 0 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2022 | May 03, 2022 | Dec. 31, 2021 |
Common stock, shares outstanding (shares) | 236,754,948 | ||
Class A | |||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (shares) | 332,000,000 | ||
Common stock, shares issued (shares) | 69,353,019 | ||
Common stock, shares outstanding (shares) | 69,353,019 | ||
Class B | |||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (shares) | 179,000,000 | ||
Common stock, shares issued (shares) | 157,090,820 | ||
Common stock, shares outstanding (shares) | 157,090,820 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 11,804 | $ 2,862 | $ 600 |
Cost of sales | (7,317) | (1,770) | (355) |
Gross margin | 4,487 | 1,092 | 245 |
Research and development expenses | 123,416 | 93,136 | 95,267 |
General and administrative expenses | 63,057 | 45,226 | 37,176 |
Other expenses | 48,009 | 37,030 | 26,645 |
Loss from operations | (229,995) | (174,300) | (158,843) |
Department of Energy cost share | 72,336 | 73,522 | 71,109 |
Decrease (increase) in fair value of warrant liabilities | 12,148 | 0 | 0 |
Interest income and other cost share (interest expense) | 3,938 | (1,715) | (653) |
Loss before income taxes | (141,573) | (102,493) | (88,387) |
Provision (benefit) for income taxes | 0 | 0 | 0 |
Net loss | (141,573) | (102,493) | (88,387) |
Net loss attributable to legacy NuScale LLC holders prior to Transaction | (31,155) | 0 | 0 |
Net loss attributable to noncontrolling interests | (84,504) | 0 | 0 |
Net loss | $ (25,914) | $ (102,493) | $ (88,387) |
Loss Per Share of Class A Common Stock: | |||
Basic (usd per share) | $ (0.51) | $ 0 | $ 0 |
Diluted (usd per share) | $ (0.51) | $ 0 | $ 0 |
Weighted-Average Shares of Class A Common Stock Outstanding: | |||
Basic (shares) | 50,763,844 | 0 | 0 |
Diluted (shares) | 50,763,844 | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING CASH FLOW | |||
Net loss | $ (141,573) | $ (102,493) | $ (88,387) |
Adjustments to reconcile net loss to operating cash flow: | |||
Depreciation | 2,521 | 2,018 | 1,900 |
Amortization of intangibles | 177 | 177 | 178 |
Equity-based compensation expense | 9,331 | 6,441 | 3,718 |
Accrued interest on convertible note payable | 127 | 701 | |
Change in fair value of warrant liabilities | (12,148) | 0 | 0 |
Net noncash change in right of use assets and lease liabilities | 2,385 | 1,501 | 1,486 |
Changes in assets and liabilities: | |||
Prepaid expenses and other assets | (2,243) | (1,540) | (462) |
Accounts receivable | (6,366) | (2,043) | 18,042 |
Accounts payable and accrued expenses | 2,987 | 5,886 | 6,493 |
Lease liability | (1,504) | (1,650) | (1,594) |
Deferred DOE cost share | (104) | (13,254) | 13,358 |
Deferred revenue | (559) | 1,148 | 224 |
Accrued compensation | (1,513) | 4,520 | (2,892) |
Net cash used in operating activities | (148,609) | (99,162) | (47,235) |
INVESTING CASH FLOW | |||
Purchase of short-term investments | (50,000) | ||
Purchases of property, plant and equipment | (2,332) | (1,952) | (3,526) |
Net cash used in investing activities | (52,332) | (1,952) | (3,526) |
FINANCING CASH FLOW | |||
Proceeds from Transaction, net | 341,462 | ||
Payments of Transaction costs | (2,401) | ||
Proceeds from debt issuance | 23,000 | ||
Repayment of debt | (20,000) | (3,000) | |
Proceeds from short-term borrowings | 27,200 | ||
Repayment of short-term borrowings | (27,200) | ||
Proceeds from sale of convertible preferred units | 192,500 | 18,500 | |
Proceeds from exercise of common unit options | 847 | 748 | 43 |
Repurchase of common units | (566) | (17) | (49) |
Issuance of treasury units | 20 | 113 | |
Proceeds from exercise of warrants and common share options | 28,702 | ||
Net cash provided by financing activities | 368,064 | 173,344 | 38,494 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 167,123 | 72,230 | (12,267) |
Cash, cash equivalents and restricted cash: | |||
Beginning of period | 77,094 | 4,864 | 17,131 |
End of period | 244,217 | 77,094 | 4,864 |
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 | 65 | 378 | |
Warrants converted into equity | $ 6,268 | ||
Equity issuance fees | 1,960 | 1,960 | |
Capital expenditures in accounts payable | 290 | ||
Increase in lease liability | $ 846 | ||
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | $ 1,478 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Convertible Preferred Units | Common Units | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Class A | Class B | Total |
Beginning balance (shares) at Dec. 31, 2019 | 6,000,000 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 2,140 | |||||||||
Ending balance (shares) at Dec. 31, 2020 | 6,000,000 | |||||||||
Ending balance at Dec. 31, 2020 | $ 2,140 | |||||||||
Beginning balance (shares) at Dec. 31, 2019 | 532,888,000 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 610,211 | |||||||||
Beginning balance (shares) at Dec. 31, 2019 | 5,442,000 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 17,187 | $ (590,740) | 36,658 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Sale of convertible preferred units (shares) | 9,635,000 | |||||||||
Sale of convertible preferred units | $ 18,500 | 18,500 | ||||||||
Issuance of convertible preferred units (shares) | 206,000 | |||||||||
Issuance of convertible preferred units | $ 378 | 378 | ||||||||
Exercise of common unit options (shares) | 105,000 | |||||||||
Exercise of common unit options | $ 43 | 43 | ||||||||
Repurchase of common units (shares) | (55,000) | |||||||||
Repurchase of common units | $ (49) | (49) | ||||||||
Issuance of treasury units | 0 | |||||||||
Equity-based compensation expense | $ 3,718 | 3,718 | ||||||||
Net loss | (88,387) | (88,387) | ||||||||
Net loss attributable to legacy NuScale LLC holders prior to Transaction | 0 | |||||||||
Ending balance (shares) at Dec. 31, 2020 | 542,729,000 | |||||||||
Ending balance at Dec. 31, 2020 | $ 629,089 | |||||||||
Ending balance (shares) at Dec. 31, 2020 | 5,492,000 | |||||||||
Ending balance at Dec. 31, 2020 | $ 20,899 | (679,127) | $ (29,139) | |||||||
Ending balance (shares) at Dec. 31, 2021 | 6,000,000 | |||||||||
Ending balance at Dec. 31, 2021 | $ 2,140 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Sale of convertible preferred units (shares) | 90,500,000 | |||||||||
Sale of convertible preferred units | $ 190,540 | 190,540 | ||||||||
Issuance of convertible preferred units (shares) | 32,000 | |||||||||
Issuance of convertible preferred units | $ 65 | 65 | ||||||||
Exercise of common unit options (shares) | 3,483,000 | |||||||||
Exercise of common unit options | $ 748 | 748 | ||||||||
Repurchase of common units (shares) | (15,000) | |||||||||
Repurchase of common units | $ (17) | (17) | ||||||||
Issuance of treasury units (shares) | 114,000 | |||||||||
Issuance of treasury units | $ 113 | 113 | ||||||||
Equity-based compensation expense | 6,441 | 6,441 | ||||||||
Net loss | (102,493) | (102,493) | ||||||||
Net loss attributable to legacy NuScale LLC holders prior to Transaction | 0 | |||||||||
Ending balance (shares) at Dec. 31, 2021 | 633,261,000 | |||||||||
Ending balance at Dec. 31, 2021 | $ 819,694 | $ 28,184 | ||||||||
Ending balance (shares) at Dec. 31, 2021 | 9,074,000 | |||||||||
Ending balance at Dec. 31, 2021 | $ 28,184 | (781,620) | 66,258 | |||||||
Ending balance (shares) at Dec. 31, 2021 | 9,074,000 | |||||||||
Ending balance (shares) at Dec. 31, 2021 | 0 | 0 | ||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | (781,620) | $ 0 | $ 66,258 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Reverse recapitalization, net (shares) | (6,000,000) | |||||||||
Reverse recapitalization, net | $ (2,140) | |||||||||
Ending balance (shares) at Dec. 31, 2022 | 0 | |||||||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Sale of convertible preferred units | 0 | |||||||||
Issuance of convertible preferred units (shares) | 12,000 | |||||||||
Issuance of convertible preferred units | $ 0 | |||||||||
Exercise of common unit options (shares) | 3,764,000 | 3,197,310 | ||||||||
Exercise of common unit options | $ 847 | $ 847 | ||||||||
Repurchase of common units (shares) | (358,000) | |||||||||
Repurchase of common units | $ (566) | (566) | ||||||||
Issuance of treasury units | 20 | 20 | ||||||||
Conversion of equity award to liability award | (50) | (50) | ||||||||
Equity-based compensation expense | $ 1,359 | $ 7,972 | 9,331 | |||||||
Net loss | (25,914) | |||||||||
Reverse recapitalization, net (shares) | (633,261,000) | (12,492,000) | 41,971,000 | 178,397,000 | ||||||
Reverse recapitalization, net | $ (819,694) | $ (29,794) | $ 4 | $ 18 | 220,606 | 656,597 | 280,113 | 307,850 | ||
Exercise of common share options and warrants (shares) | 4,432,000 | |||||||||
Exercise of common share options and warrants | $ 1 | 34,969 | 34,970 | |||||||
Issuance of earn-out shares upon triggering event | 0 | |||||||||
Issuance of earn-out shares upon triggering event (shares) | 1,644,000 | |||||||||
Conversion of combined interest into Class A shares (shares) | 21,306,000 | (21,306,000) | ||||||||
Conversion of combined interest into Class A shares | $ 2 | $ (2) | 0 | |||||||
Rebalancing of ownership percentage for conversion of combined interest into Class A shares | 33,201 | (33,201) | 0 | |||||||
Net loss attributable to legacy NuScale LLC holders prior to Transaction | (31,155) | (31,155) | ||||||||
Net loss after the Transaction | (25,914) | (84,504) | (110,418) | |||||||
Ending balance (shares) at Dec. 31, 2022 | 0 | |||||||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||||||
Ending balance (shares) at Dec. 31, 2022 | 0 | |||||||||
Ending balance (shares) at Dec. 31, 2022 | 69,353,000 | 157,091,000 | 69,353,019 | 157,090,820 | ||||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 7 | $ 16 | $ 296,748 | $ (182,092) | $ 162,408 | $ 277,087 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | 1. The Compan y Organization NuScale Corp (“NuScale” or the “Company”) is incorporated under the laws of the state of Delaware. The Company is the primary beneficiary of NuScale LLC, a variable interest entity, and all activity of NuScale LLC and the Company are consolidated herein. NuScale LLC is a limited liability company organized in the State of Oregon in 2011. The Company is majority owned by Fluor Enterprises, Inc., a subsidiary of Fluor. Operations The Company is commercializing a modular, scalable 77 megawatt (gross) electric Light Water Reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University. The Company also uses the test facility at OSU through a technology transfer agreement. The following represents key milestones in the development of this technology: ● December 2016: DCA completed ● January 2017: DCA submitted to the NRC ● March 2017: DCA accepted for review by the NRC ● August 2020: NRC issued the Final Safety Evaluation Report (“FSER”) The FSER represents the NRC’s completion of its technical review and approval of the NuScale SMR design. With this final phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NuScale design. All the Company’s operations and long-lived assets were attributable to operations in the United States as of and for the years ended December 31, 2022, 2021 and 2020. U.S. Department of Energy Funding Beginning in 2014, the U.S. DOE has provided critical funding to NuScale through a series of cooperative agreements which support ongoing commercialization activities. The agreements which were active during 2022, 2021 and 2020 are discussed below. U.S. Department of Energy NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion (Award 8928) In February 2020, the Company was awarded up to $350,000 under “SMR FOAK Nuclear Demonstration Readiness Project Completion” (“Award 8928”). This program is expected to complete all remaining licensing activities, first-of-a-kind engineering, supply chain development, testing and other required activities to have the NuScale SMR ready to enable timely client project deployment. The award consisted of NuScale cost share of $350,000 (50%) and the government cost share of $350,000 (50%). NuScale was permitted to request reimbursement of 73% of its program costs from August 2019 through September 2020. Because the government’s cost share of total program funds must be no more than 50% over the duration of the 5 years award, 23% of the reimbursement requests made for the August 2019 through September 2020 costs were deferred and recognized as a liability in the accompanying balance sheet. At December 31, 2021, $10,237 of deferred DOE cost share is netted in related DOE accounts receivable due to a right of offset. No amounts were eligible to be offset at December 31, 2022. These deferred reimbursement costs were recognized as reimbursement requests were made at less than 50%. The DOE obligated a total of $233,000 to date, of which $225,000 was collected, through December 31, 2022. U.S. Department of Energy Carbon Free Power Project Award (Award 8369) In April 2015, the Company was awarded an Assistance Agreement, “Site Permitting and Licensing of the NuScale Small Modular Reactor”. Utah Associated Municipal Power Systems was identified as a sub-recipient under the Carbon Free Power Project (“CFPP”) award. UAMPS is considering developing, constructing and owning a 462 MWe (gross) nuclear powered energy center using NuScale’s SMR technology. The CFPP award consisted of DOE cost share of $16,617 (50%) and NuScale and UAMPS cost share of $16,617 (50%) to facilitate site permitting and related licensing activities. In January 2019 the DOE renewed the award extending the period of performance through December 2023 and increasing the total amount of the award to $126,694. The cost sharing percentages remained at DOE cost share of 50% and NuScale and UAMPS cost share of 50% of the total award. This award was later amended to consist of DOE cost share of $8,250 (50%) and NuScale and UAMPS cost share of $8,250 (50%). Cumulative cash received through December 31, 2021 was $7,451, with an additional $70 obligated and included in accounts receivable. The remaining $729 was paid by the DOE to a third party, in accordance with the Award, for services provided. The period of performance under this award ended October 31, 2021 due to UAMPS applying as prime recipient for Award 8935. NuScale has no cost share under Award 8935. Subsequently, an “Agreement for a Cost Sharing Option Associated with the Siting and Licensing of a Small Modular Reactor” and a “Subaward Agreement between the Company and UAMPS” were executed in December 2015. These agreements were subsequently amended various times. Under these amended agreements, NuScale will reimburse UAMPS 25% of the UAMPS project costs associated with the CFPP award up to a maximum of $4,100. Under the amended agreements, when UAMPS submits the combined construction and operating license application, it will pay NuScale an amount equal to the sum of all CFPP project costs reimbursed by NuScale. Upon such payment, UAMPS will assume full ownership interest in all project assets free of any claim by NuScale. As described more thoroughly in note 16, we entered into a DCRA with Carbon Free Power Project, LLC (“CFPP LLC”). Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs. As of December 31, 2022 the net development costs incurred by UAMPS totaled $17,834. Further the DCRA requires we have credit support for these costs, resulting in NuScale obtaining a letter of credit in the amount of $26,000. |
Merger Transaction
Merger Transaction | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Merger Transaction | 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 “Merger”), with NuScale LLC surviving the Merger, Spring Valley being renamed NuScale Corp, 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 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 NuScale LLC was converted into common units using an exchange ratio, and each NuScale LLC common unit holder received a certain number of NuScale LLC Class B units and non-economic voting shares of NuScale Corp Class B common stock based on an exchange ratio. Holders of NuScale LLC Class B units have the right to exchange each Class B unit, together with the cancellation for no consideration of one share of NuScale Corp Class B common stock, par value $0.0001 , for one share of NuScale Corp Class A common stock, par value $0.0001 , or cash, subject to certain restrictions. ● Institutional and accredited investors purchased 23,700,002 shares of Class A common stock for an aggregate amount of $235,000 . ● 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 NuScale LLC Class B units and non-economic voting shares of Class B common stock). The Transaction resulted in NuScale LLC receiving cash in the amount of $341,462, consisting of $235,000 through the private sale of equity securities (“PIPE”) 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 (A) 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 (B) 1,643,924 Total Shares 236,754,948 (A) Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors. (B) Spring Valley Founders Shares included “Earn Out Shares”. Fifty percent of the Earn Out Shares vest, pursuant to the sponsor letter agreement, dated as of December 31, 2021, between SV Acquisition Sponsor Sub, LLC, Spring Valley and NuScale LLC, 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. The Earn Out Shares associated with the merger became vested during 2022, as the VWAP of the Company’s share price exceeded $12.00 and then $14.00 for the required time period. 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. The rights of Warrant holders are described in note 5 and the valuation methodology for the Warrants is described in note 6. Tax Receivable Agreement Substantially all of the assets of the combined company are held by NuScale LLC, and NuScale Corp’s only assets are its equity interest in NuScale LLC and prepaid assets. NuScale Corp entered into a 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 December 31, 2022, there have been 21,305,891 Class B units exchanged for shares of Class A common stock. NuScale Corp maintains a full valuation allowance and no liability related to projected obligations under the TRA has been recorded. See note 14 for details of the income tax impact from the TRA. As of December 31, 2022, there have been 21,305,891 Class B Units exchanged for shares of Class A common stock. Associated with the exchanged units we have calculated an implied TRA obligation of $54,651 as of December 31, 2022. However, NuScale Corp maintains a full valuation allowance and thus no liability related to projected obligations under the TRA has been recorded. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies 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 in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the Warrants and $1,566 of prepaid assets. All intercompany transactions have been eliminated upon consolidation. Changes in Presentation Prior year amounts totaling $1,498 and $1,505 have been reclassified out of G&A expenses to other expenses for the years ended December 31, 2021 and 2020, respectively, to conform to the current year presentation on the accompanying consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. NuScale believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, depreciation, amortization, in-process research and development (“IPR&D”), asset valuations, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Cash equivalents with an initial maturity of between three and twelve months at time of purchase are presented as short-term investments on the accompanying consolidated balance sheet. Cash equivalents and short-term investments consist of certificates of deposit. These certificates of deposit are classified as held-to-maturity, and the estimated fair value of the investment approximates its amortized cost. Cash in the amount of $26,532 is restricted as collateral for the letter of credit associated with the DCRA at December 31, 2022. There were no such restrictions at December 31, 2021 and 2020. The DCRA spans multiple years requiring the amount to be classified as a noncurrent asset, included in restricted cash in the consolidated balance sheet. The restricted cash balance plus cash and cash equivalents on the consolidated balance sheet equals cash, cash equivalents and restricted cash, as reflected in the consolidated statements of cash flows. Accounts and Other Receivables Accounts and other receivables include reimbursement requests outstanding from the DOE awards, interest receivable and commercial accounts receivable associated with other federal projects. The reimbursement requests outstanding from the DOE awards are recognized as eligible costs are incurred. Reimbursement under the awards are included in Department of Energy Cost Share in the consolidated statements of operations. The majority of our receivables are either due from the U.S. federal government or have to do with a federal project. For these reasons, all receivables are deemed to be fully collectible and no allowance has been recorded. In-process Research and Development IPR&D represents incomplete research and development projects that had not reached technological feasibility as of their acquisition date in 2011. Due to the nature of IPR&D, the expected life is indefinite and it will be evaluated periodically for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. IPR&D was concluded to include both fundamental and defensive technologies comprised of OSU licensed and NuScale owned patented and unpatented technology and trade secrets. Such technologies are designed to work together in the operation of a nuclear power module. The IPR&D is anticipated to begin generating cash flows in 2026 and is expected to contribute to all of the Company’s revenues for the foreseeable future after being placed in service. IPR&D is amortized over its estimated useful life once technological feasibility is reached. As the Company has not yet completed all designing, coding and testing activities, management has determined that technological feasibility has not yet been reached. Management has not identified any indicators that would suggest any impairment of the IPR&D. If IPR&D is determined not to have technological feasibility or is abandoned, it will be impaired or written off at such time. Revenue Recognition In addition to advancing the commercialization of its SMR, the Company provides engineering services to customers. The Company recognizes fixed price contract revenue with multiple performance obligations as each obligation is completed. The Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on contracts that has not been billed to customers is classified as a current asset under accounts and other receivables on the consolidated balance sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under deferred revenue. The Company recognizes time and material contract revenue as incurred, while our cost plus fixed-fee contract revenue is recognized over time, matching continuous transfer of control to the customer. The Company accounts for these contracts as a single performance obligation and recognizes revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The Company excludes from its measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales. Customer payments on contracts are typically due within 30 days of billing, depending on the contract. The Company generally provides limited warranties for work performed under its engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred, and for the periods presented, no warranty liability has been recorded. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and deposits, accounts payable, accrued expenses and convertible note payable approximates fair value due to their short maturities. Property, Plant and Equipment All additions, including betterments to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation is derecognized with any gain or loss recorded in the year of disposition. Depreciation is based on the estimated useful lives of the assets using the straight-line method. Furniture and fixtures are depreciated over useful lives of seven years. Computer software is depreciated over useful lives of three computer equipment is depreciated over useful lives of five years. Test equipment is depreciated over useful lives of five years. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. Long-Lived Assets Long-lived assets including primarily property and equipment and acquired IPR&D are reviewed for impairment annually and when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If this review indicates that the carrying amount will not be recoverable, as determined based on comparing the estimated undiscounted future cash flows to the carrying amount, impairment is measured by comparing the carrying amount to fair value. No impairment charges were incurred for the years ended December 31, 2022, 2021 and 2020. Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of a business acquired in a purchase business combination. Goodwill is not amortized but is reviewed for impairment annually or whenever events or changes in circumstances arise during the year that indicate the carrying amount of goodwill may not be recoverable. Impairment exists when the carrying amount of the reporting unit exceeds its fair value and an impairment loss is recognized. Leases The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of December 31, 2022 and 2021, the Company has only operating leases. The Company’s right-of-use assets relate to office facilities, some of which include one or more options to renew, with renewal terms that can extend the lease term up to 5 years. The exercise of the lease renewal is at the Company’s discretion. Renewal periods are included in the expected lease term if they are reasonably certain of being exercised by the Company. None of the Company’s lease agreements contain material residual value guarantees or material restrictions or covenants. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term leases relate to office facilities or office equipment. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public and Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. See note 5 for further discussion of the terms of the Warrants and note 6 for further discussion of the methodology used to determine the value of the Warrants. Equity-Based Compensation Our long-term incentive plan provides for grants of nonqualified or incentive stock options, restricted stock award units (“RSU”s) and performance-based award units. 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 for nonqualified or incentive stock options requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price, volatility and expected option lives to value equity-based compensation, while forfeitures are recognized as incurred. The grant date fair value of RSUs is based on the closing market price of our Class A common stock on the grant date as stated on the NYSE. Equity-based compensation is recorded as a general and administrative expense and other expense in the statements of operations. The option valuation model used to calculate the Company’s options uses the treasury yield curve rates for the risk-free interest rate for a period equal to the expected option life and the simplified method to calculate the expected option life (options qualified as ‘plain vanilla’ under the provisions of SAB 107). Volatility is determined by reference to the actual volatility of several publicly traded companies that are similar to NuScale in its industry sector. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. Forfeitures are recognized as they occur. All equity-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards. Segment Information The Company has determined that its Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”) are its chief operating decision makers (“CODMs”). The CODMs review financial information presented for purposes of assessing performance and making decisions on how to allocate resources at the overall company level. The Company has determined that it currently operates as a single segment, though it will periodically revisit the information used by its CODMs to allocate resources and to manage the operations as it nears commercialization and deployment of its NPMs. Research and Development R&D expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. Advertising Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statement of operations. Advertising costs expensed were approximately $7,340, $2,600 and $1,057 for the years ended December 31, 2022, 2021 and 2020, respectively. 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 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 subject to U.S. federal income tax. As such, its net taxable income or loss and any related tax credits are allocated to its members. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the Financial Accounting Standards Board (“FASB”). There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current financial statements. |
Equity and Loss Per Share
Equity and Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest And Earnings Per Share [Abstract] | |
Equity and Loss Per Share | 4. Equity and Loss Per Share Noncontrolling Interests Following the Transaction, holders of Class A common stock own direct controlling interest in the results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B units. The following table summarizes the economic interests of NuScale Corp between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of and for the period from May 2, 2022 through December 31, 2022. As of and for the period from May 2, 2022 through December 31, 2022 NuScale Corp Class A common stock Beginning of period 41,971,380 Conversion of combined interests into Class A common stock 21,305,891 Exercise of options and warrants 4,431,824 Vesting of earn out shares 1,643,924 End of period 69,353,019 NuScale LLC Class B units (NCI) Beginning of period 178,396,711 Conversion of combined interests into Class A common stock (21,305,891) End of period 157,090,820 Total Beginning of period 220,368,091 Conversion of combined interests into Class A common stock — Exercise of options and warrants 4,431,824 Vesting of earn out shares 1,643,924 End of period 226,443,839 Ownership Percentage NuScale Corp Class A common stock Beginning of period 19.0 % End of period 30.6 % NuScale LLC Class B units (NCI) Beginning of period 81.0 % End of period 69.4 % 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. After each exchange, NuScale LLC equity attributable to NuScale Corp is rebalanced to reflect the change in ownership percentage, which is calculated above based on Class B units and Class A shares, as a percentage of combined interests. The earn out shares associated with the merger became vested during 2022, as the VWAP of the Company’s share price exceeded $12.00 and then $14.00 for the required time period. These Class A shares are now outstanding and included in our weighted-average shares calculation. Members’ Equity of NuScale LLC Prior to the Transaction, NuScale LLC issued equity consisting of common units and convertible preferred units (“CPU”s). Each common unit was entitled to one vote, while holders of CPUs had voting rights equivalent to the number of CPUs held multiplied by a common equivalent ratio, as defined, which was set at 100% at the time of the Company’s recapitalization in 2011. The CPUs had a 10.0% cumulative preferred return per year compounded quarterly on the unreturned preferred capital, beginning on the date such CPU was issued. In addition, as discussed further in note 9, NuScale LLC had mezzanine equity. As consideration for the reverse recapitalization, 178,396,711 shares of NuScale Corp’s Class B common stock were issued. Simultaneously, all NuScale LLC units and CPUs outstanding were reclassified to common stock and additional paid-in capital at carrying value, including NuScale LLC units previously presented as mezzanine equity. In addition, the accumulated preferred return was nullified upon conversion. 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 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. Basic loss per share is based on the 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 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 warrant 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 2, 2022 to December 31, 2022, the period where the Company had Class A and Class B common stock outstanding. Class B common stock represents a right to cast one vote per share at the 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. May 2, 2022 Through December 31, 2022 Net loss attributable to Class A common stockholders (25,914) Weighted-average shares for basic and diluted loss per share 50,763,844 Basic and Diluted loss per share of Class A common stock $ (0.51) Anti-dilutive securities excluded from shares outstanding: Class B common shares 157,090,820 Stock options 12,224,783 Warrants 18,458,703 Time-based RSUs 2,140,651 Total 189,914,957 |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | 5. Warrant Liabilities As of December 31, 2022, the Company had 9,558,703 Public Warrants and 8,900,000 Private Placement Warrants outstanding. For the period from May 2, 2022 through December 31, 2022, 1,941,297 Public Warrants were exchanged for cash of $22,325. Warrants may only be exercised for a whole number of shares at a price of $11.50. 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. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each Warrant holder; and ● if 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 ● 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 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 on the 30th day following the Transaction, the Private Placement Warrants became almost identical to the Public Warrants sold in the Spring Valley Initial Public Offering. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 6. Fair Value Measurement 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 December 31, 2022: (in thousands) Level 1 Level 2 Level 3 Total Warrant Liabilities: Public Warrants $ 15,198 $ — $ — $ 15,198 Private Placement Warrants — 14,151 — 14,151 Total Warrant Liabilities as of December 31, 2022 $ 15,198 $ 14,151 $ — $ 29,349 |
Accounts and Other Receivables
Accounts and Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts and Other Receivables | 7. Accounts and Other Receivables Accounts and other receivables include reimbursement requests outstanding from the DOE awards, interest receivable and commercial accounts receivable associated with other federal projects. The DOE reimbursement requests are recognized as eligible costs are incurred. At December 31, 2021, accounts receivable are presented net of $10,237 of related deferred DOE cost share liabilities that have the right of offset. As of December 31, 2022, there were no amounts required to be offset. Reimbursement under the awards is recognized as award funds are obligated, and are included in Department of Energy Cost Share in the consolidated statement of operations. Interest receivable of $1,021 was outstanding at December 31, 2022. The majority of our receivables are either due from the U.S. federal government or have to do with a federal project. For these reasons, all receivables are deemed to be fully collectible and no allowance has been recorded. Further, in January 2023, the DOE increased its funds obligation to us by $15,000. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 8. Property, Plant and Equipment Property, plant and equipment consisted of the following at December 31: 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 7,393 5,638 Software 13,864 15,227 Test equipment 347 347 Leasehold improvements 2,312 2,689 24,089 24,074 Less: Accumulated depreciation (19,431) (20,632) Add: Assets under development 112 1,518 Net property, plant and equipment $ 4,770 $ 4,960 Depreciation of property, plant and equipment for the years ended December 31, 2022, 2021 and 2020 was $2,521, $2,018 and $1,900, respectively. Depreciation in the amount of $770 and $1,751 is included in G&A expenses and Other expense, respectively, for the 2022 fiscal year, $876 and $1,142, respectively, for the 2021 fiscal year and $1,015 and $885, respectively, for the 2020 fiscal year. |
Intangible Assets and Redeemabl
Intangible Assets and Redeemable Common Units | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Redeemable Common Units | 9. Intangible Assets and Redeemable Common Units In 2007, NuScale entered into a patent license agreement (the “Agreement”) with OSU, which granted the Company a worldwide, exclusive license under three patents. In 2015, NuScale entered into a “Purchase, Sale and License Agreement” (“PLA”) with OSU, whereby OSU sold and assigned to NuScale certain patent and intellectual property rights, including the patent intellectual property rights that OSU formerly exclusively and non-exclusively licensed to NuScale under the Agreement; and granted NuScale a license to use, reproduce, prepare derivative works of, distribute, transmit, publicly perform and publicly display the testing data. As consideration of this purchase, NuScale issued a cash payment of $1,000 upon execution of the agreement as well as on-going $25 quarterly cash payments continuing until the earlier of (i) such time as NuScale completes the sale of its first commercial-scale nuclear module (exclusive of modules designated to validate the operability of a NuScale module) to a commercial customer or (ii) expiration of the term of the last valid claim under the assigned patents to expire. Additionally, NuScale will make royalty payments to OSU on the sale of NuScale’s first and subsequent commercial-scale nuclear modules to a commercial customer as follows: ● 0.25% of the then current commercial price paid to NuScale for the first twenty-four ( 24 ) NuScale modules sold to commercial customers. ● 0.15% of the then current commercial price paid to NuScale for the next twelve ( 12 ) NuScale modules sold to commercial customers. Under the initial PLA, the Company granted OSU 2,750,000 NuScale LLC common units valued at a weighted average price per unit of $0.25 determined on their respective grant date. Additionally, under the updated agreement, NuScale granted OSU 3,250,000 NuScale LLC common units valued at $0.45 per unit on the grant date, resulting (in addition to the cash payment of $1,000) in a value assigned to the patents of $2,462 which is being amortized on a straight-line basis over the remaining life of the patents which is estimated to be through 2034. The gross carrying amount of the patents, and the associated accumulated amortization was $2,462 and $1,403, respectively, at December 31, 2022 and $2,462 and $1,226, respectively, at December 31, 2021. Estimated amortization expense for each five succeeding expected Accordingly, as of December 31, 2021, the 6,000,000 NuScale LLC common units subject to possible redemption are presented as mezzanine equity, outside of Member’s Equity. Upon consummation of the Transaction, these 6,000,000 NuScale LLC common units were converted into NuScale Corp Class B common stock and are now included in Stockholders’ Equity. Commencing on the effective date of the agreement and continuing until such time as NuScale completes the sale of its first commercial-scale nuclear module to a commercial customer, OSU shall have the right, but not the obligation, to sell all of its then current common share holdings in NuScale Holdings and all of its then current common stock in NuScale Corp (collectively the “NuScale Shares”) to NuScale if, but only if, the NRC issues a written determination that : (a) OSU’s ownership of the NuScale Shares creates a conflict of interest for OSU; and (b) OSU must divest the entirety of such NuScale Shares in order to continue performing work on NuScale’s behalf for certification of the NuScale reactor design. In the event OSU exercises such option, the parties shall enter into a Share Purchase and Sale Agreement, in form and substance reasonably acceptable to each party, pursuant to which OSU would agree to sell and NuScale would agree to purchase all of the NuScale Shares for a price equal to the then current market value of the NuScale Shares. Payments made to OSU for research and testing were $959, $893 and $1,104 for years ended December 31, 2022, 2021 and 2020, respectively. Amounts payable to OSU included in accounts payable and accrued expenses on the consolidated balance sheet were $150 and $186 at December 31, 2021 and 2020, while no amounts were outstanding as of December 31, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases Balance Sheet As of December 31, Lease Assets and Liabilities Classification 2022 2021 Right-of-use Assets Operating lease assets Other assets $ 3,870 $ 1,268 Total right-of-use assets 3,870 1,268 Lease Liabilities Operating lease liabilities, current Other accrued liabilities 1,568 1,190 Operating lease liabilities, noncurrent Noncurrent liabilities 2,786 211 Total lease liabilities $ 4,354 $ 1,401 Supplemental information related to the Company’s leases follows: As of December 31, 2022 2021 Right-of-use assets obtained in exchange for new operating leases $ — $ — Weighted-average remaining lease term – operating leases 2.74 years 1.05 years Weighted average discount rate-operating leases 4.92 % 3.35 % The remaining lease payments under the Company’s leases follows: Year ended December 31, Operating Leases 2023 $ 1,741 2024 1,555 2025 1,341 2026 18 Total lease payments $ 4,655 Less: interest (301) Present value of lease liabilities $ 4,354 Lease expense for the years ended December 31, 2022, 2021 and 2020 totaled $2,063, $1,695 and $1,874, respectively. Of these amounts $1,851, $1,505 and $1,578 consist of operating lease costs for the years ended December 31, 2022, 2021 and 2020 while $212, $190 and $296 account for short-term lease costs for the same time period. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 11. Notes Payable Convertible Note Payable: In September 2011, NuScale signed a convertible loan agreement with Fluor in the amount of $10,281 with a maturity date of September 30, 2013. The loan had been extended annually and was due on June 30, 2022. The debt was convertible at Fluor’s option at the original issue price per unit of the Company’s next round of financing securities amounting to no less than $16,000. At December 31, 2021, the convertible debt outstanding was $14,041, comprised of the original borrowing of $11,331 less the amortized premium of $1,050 plus accrued interest of $3,760. In April 2022, Fluor elected to convert all of its outstanding debt, totaling $14,181, into 8,257,560 NuScale LLC units (which then converted into NuScale LLC Class B units and non-economic voting shares of NuScale Corp Class B common stock in the Merger) at a price per unit of $9.91, which is equivalent to the PIPE price per unit received in conjunction with the Transaction. Other Notes Payable In January 2021, NuScale signed a Line of Credit Promissory Note (“LOC”) with Fluor allowing the Company to borrow funds in a series of draws up to a total principal sum of $30,000. NuScale was required to pay all unpaid amounts of principal and interest on the earlier of August 31, 2021 or the date by which the Company raised an aggregate of $40,000 or greater from the sale of preferred equity to one or more investors. This agreement was later extended through December 31, 2021. In April 2021, the Company used a portion of the proceeds received from a preferred units purchase agreement to pay all outstanding principal and interest and retire a promissory note entered into in 2020. In June 2021, the Company used a portion of proceeds received from preferred units purchase agreements to repay the remaining unpaid interest and the principal balance of $27,200 associated with the LOC. The LOC expired at December 31, 2021. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 12. Employee Benefits 401(k) Plan The Company sponsors a defined contribution 401(k) Plan with Company contributions to be made at the sole discretion of the management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense for the 401(k) Plan was $2,511, $1,878 and $1,813 for 2022, 2021 and 2020, respectively. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 13. Equity-Based Compensation The total compensation expense recognized for common share options, time-based RSU awards and common unit appreciation rights during the years ended December 31, 2022, 2021 and 2020 was $10,821, $6,441 and $3,718, respectively. This includes G&A expenses of $5,197 and other expense of $5,624 in 2022, $3,257 of G&A expenses and $3,184 in other expense in 2021 and $3,718 of G&A expenses in 2020. Options to purchase common units of NuScale LLC under the Fourth Amended and Restated 2011 Equity Incentive Plan of NuScale LLC (the “Legacy Plan”) were granted, before completion of the Transaction, at an exercise price equal to the fair value of the NuScale LLC units at the date of grant. In connection with the Transaction, all outstanding options to purchase NuScale LLC units converted into options to purchase 14,742,933 shares of NuScale Corp Class A common stock with no change to the remaining vesting schedule. 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 (“2022 LTIP”), 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 completion 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. Unit options granted became exercisable 25% after one year of service and on a monthly basis over three years of service thereafter. In February 2014, the Board of Managers of NuScale LLC approved amendments to NuScale LLC’s “Amended and Restated Equity Incentive Plan” and unit option agreements. The amendments generally allowed terminated and retiring employees with over five years of service to NuScale LLC an extended period of time, up to the expiration of the option, during which to exercise their fully vested options when employment ceases. Under the Company’s 2022 LTIP there have been no options granted but there were two director RSU awards and an employee RSU award. The vesting schedule differed for each award and is explained further under Time-based RSUs Effective January 1, 2023, the share pool was automatically increased by 8,972,128, which is the number of shares of Class A common stock equal to four percent (4%) of the aggregate number of shares of Class A common stock and Class B common stock outstanding on December 31, 2022, excluding any such outstanding shares of Class A common stock that were granted under the 2022 long-term incentive plan and remain unvested and subject to forfeiture as of December 31, 2022. Stock Options The following table summarizes the stock options activity relating to the Legacy Plan of NuScale LLC (historical NuScale LLC units and weighted average exercise price were adjusted using the exchange ratio) as of and for the period ended December 31, 2022: Weighted Average Aggregate Share Options Number of Shares Exercise Price Intrinsic Value Outstanding at December 31, 2021 15,393,670 $ 3.64 $ 101,906 Granted 208,013 $ 9.53 $ — Exercised (3,197,310) $ 2.24 $ 25,642 Forfeited (63,012) $ 6.70 $ — Expired (116,578) $ 2.40 $ — Outstanding at December 31, 2022 12,224,783 $ 4.09 $ 75,427 Exercisable at December 31, 2022 10,795,243 $ 3.73 $ 70,493 Vested at December 31, 2022 12,224,783 $ 4.09 $ 75,427 The total fair value of options that vested during 2022, 2021 and 2020 was $3,986, $6,291 and $3,673, respectively. The weighted average remaining contractual term for all options outstanding at December 31, 2022 was 5.4 years and the remaining weighted average contractual term of options exercisable was 5.0 years. The weighted-average grant date fair value of options granted for the year ended December 31, 2022 and 2021 was $6.29 and $4.16, respectively. These awards were granted under the Legacy Plan and required their fair value be adjusted using the exchange ratio. Prior to the Transaction, the options had no intrinsic value. Cash received for the exercise of stock options for the years ended December 31, 2022 and 2021 totaled $7,224 and $748, respectively. Total unrecognized stock option expense as of December 31, 2022 totaled $5,985 with a weighted-average period over which it is expected to be recognized of 1.8 years. The following assumptions were used in determining the fair value of options granted during the years ended December 31, 2022, 2021 and 2020: 2022 2021 Risk-free interest rate 1.44% 0.62%-1.31% Expected dividend yield NA NA Expected option life 6.25 years 6.25 years Expected price volatility 73.98% 64.60%-73.98% Time-based RSUs In July 2022, under the Company’s 2022 long-term incentive plan, the Board approved 2,091,282 employee time-based RSU awards that vest one-third annually starting in May 2023 for a period of three years. In addition, 39,215 and 53,920 time-based RSU awards were approved for certain members of the Board of Directors that vest quarterly over one The February 2023 RSU award has an aggregate fair value of $18,992. The following table summarizes the activity of our time-based RSUs as of and for the year ended, December 31, 2022: Weighted Average Time-based RSUs Number of RSUs Grant-Date Fair Value Outstanding at December 31, 2021 — $ — Granted 2,184,417 10.71 Vested (28,595) 10.20 Forfeited/Expired (15,171) 11.82 Outstanding at December 31, 2022 2,140,651 $ 10.71 Common Unit Appreciation Rights In 2013, NuScale LLC granted its Chief Executive Officer 1,000 common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder would receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise. In February 2022, the NuScale LLC 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 expenses. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes As of December 31, 2022, NuScale Corp holds 30.6% of the economic interest in NuScale Power, LLC, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, NuScale Power, LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. NuScale Power Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of NuScale Power, LLC. For the days and periods prior to the Reverse Recapitalization, NuScale Power, LLC was a partnership. As such, its net taxable loss and any related tax credits were allocated to its members. The period as of and for the year ended December 31, 2022 discussed below represents the period beginning January 1, 2022 and ending December 31, 2022. The Company had no current or deferred income tax expense for the year ended December 31, 2022. A reconciliation of income tax expense with amounts computed at the federal statutory tax rate is as follows: Year Ended December 31, 2022 Computed tax (21%) $ (29,730) Income attributable to legacy NuScale LLC holders $ 6,543 Income tax benefit attributable to NCI $ 17,746 Change in valuation allowance $ 9,227 State income tax benefit, net of effect on federal tax $ (1,235) Other, net (none in excess of 5% of computed tax) $ (2,551) Income tax expense $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Non-current deferred tax assets (liabilities) were as follows: Year Ended Deferred Taxes December 31, 2022 Deferred Tax Assets: Investment in NuScale Power LLC $ 122,982 Net operating loss and credit carryforwards $ 3,577 Stock Compensation $ 95 Total deferred tax assets $ 126,654 Valuation allowance $ (126,654) Total $ — Deferred Tax Liabilities (none noted) Net deferred tax asset $ — 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. In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by NuScale Power, LLC over the three year period ended December 31, 2022. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. After consideration of all these factors, the Company has recorded a full valuation allowance against the deferred tax assets at NuScale Power Corp as of the Closing Date of the Transaction and as of December 31, 2022, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The initial recognition of the Company’s deferred tax assets and valuation allowance in connection with the Transaction was recorded to “Additional paid-in-capital” on the consolidated balance sheet. As noted above, the valuation allowance completely offset the deferred tax assets of NuScale Power Corp, which resulted in a net zero impact to the Company’s consolidated balance sheet as of the Closing Date of the Transaction. As of December 31, 2022, the Company had U.S. federal net operating loss (“NOL”) and credit carryforwards totaling $3,099, which do not expire, as well as state NOL carryforwards totaling $478, which have various expiration dates extending through 2041. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. As of December 31, 2022, the Company has not recorded any uncertain tax positions, as well as any accrued interest and penalties on the consolidated balance sheet. During the year ended December 31, 2022, the Company did not record any interest and penalties in the consolidated statements of operations. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the years ended December 31, 2022, 2021 and 2020, NuScale incurred expenses for services by Fluor of $31,289, $18,113 and $4,452, respectively. As of December 31, 2022 and 2021, NuScale owes Fluor, as accounts payable and accrued expenses on the consolidated balance sheet, amounts totaling $7,694 and $3,731, respectively. For the years ended December 31, 2022 and 2021, NuScale earned revenue of $8,550 and $1,553, respectively, with no revenue earned in 2020. As of December 31, 2022 and 2021 Fluor owes NuScale $1,508 and $612, respectively, amounts which are included in accounts and other receivables on the consolidated balance sheet. For 2022, revenue earned from Fluor accounted for 72.4% of total revenue. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. 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. These legal proceedings relate to the level of disclosure of matters prior to the Transaction, which the Company believes were timely addressed well before the Transaction. We do not believe that any of the claims are material to the Company. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. On September 19, 2022, thirteen purported members of NuScale LLC filed suit in the U.S. District Court for the District of Oregon against NuScale LLC, Fluor Enterprises, Japan NuScale Innovation, Inc., and Sargent & Lundy Holdings, LLC. The plaintiffs purport to represent a class of individuals who held common units or options to purchase common units in NuScale LLC and seek declaratory relief and damages based on breach of contract and other common law claims. The claims are based on amendments to the operating agreement of NuScale LLC in connection with the Merger between NuScale LLC and Spring Valley Acquisition Corp. Plaintiffs claim that such amendments required the consent of holders of common units in NuScale LLC voting as a separate class. NuScale LLC’s response to the complaint was filed on November 21, 2022. Plaintiffs’ reply was filed on January 17, 2023. While no assurance can be given as to the ultimate outcome of this matter, we do not believe it is probable that a loss will be incurred and we have not recorded any liability as a result of these actions. In conjunction with DOE Office of Nuclear Energy Award DE-NE0008935 with Utah Associated Municipal Power Systems’ (“UAMPS”) wholly owned subsidiary, Carbon Free Power Project, LLC (“CFPP LLC”), we entered into a 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. As of March 7, 2023, when we entered into Amendment 3 of the DCRA and the Long Lead Material Reimbursement Agreement with CFPP LLC, the maximum reimbursement based on the current stage of project development is $81,000. As of December 31, 2022 the net development costs incurred by UAMPS totaled $17,834. Under this agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of these net development costs. This letter of credit is updated quarterly based on an agreed upon forecasted estimate of net development costs. A stipulation of attaining the letter of credit is for the Company to segregate funds from the operating bank accounts as collateral for the letter of credit. This account is identified as restricted cash in the amount of $26,532, on the accompanying consolidated balance sheet and acts as collateral for the $26,000 letter of credit outstanding at December 31, 2022. In December 2022, NuScale and Fluor provided CFPP LLC with the results of an economic competitiveness test (“ECT”) comparing the calculated LCOE for CFPP with the price target of $58.00/MWh as provided for under the amended DCRA. The LCOE exceeded the price target, meaning there was an ECT Failure. As a result of the ECT Failure UAMPS Members participating in the CFPP were given the opportunity to exit the Project. CFPP LLC had until March 1, 2023, to deliver notice that it intended to terminate its participation in the Project. If CFPP LLC had issued notice that it intended to terminate its participation in the Project by March 1, 2023, the Company could have been liable to pay CFPP LLC approximately $17.8 million and would then have had the option to take over the Project assets and continue to develop CFPP. However, on March 1, 2023, UAMPS notified NuScale that sufficient Project Participants have opted to continue with CFPP development notwithstanding the ETC failure. The next ECT is scheduled to be run in conjunction with the submission of the Class 2 PCE. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | 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 in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the Warrants and $1,566 of prepaid assets. All intercompany transactions have been eliminated upon consolidation. |
Changes in Presentation | Changes in Presentation Prior year amounts totaling $1,498 and $1,505 have been reclassified out of G&A expenses to other expenses for the years ended December 31, 2021 and 2020, respectively, to conform to the current year presentation on the accompanying consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. NuScale believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, depreciation, amortization, in-process research and development (“IPR&D”), asset valuations, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Cash equivalents with an initial maturity of between three and twelve months at time of purchase are presented as short-term investments on the accompanying consolidated balance sheet. Cash equivalents and short-term investments consist of certificates of deposit. These certificates of deposit are classified as held-to-maturity, and the estimated fair value of the investment approximates its amortized cost. Cash in the amount of $26,532 is restricted as collateral for the letter of credit associated with the DCRA at December 31, 2022. There were no such restrictions at December 31, 2021 and 2020. The DCRA spans multiple years requiring the amount to be classified as a noncurrent asset, included in restricted cash in the consolidated balance sheet. The restricted cash balance plus cash and cash equivalents on the consolidated balance sheet equals cash, cash equivalents and restricted cash, as reflected in the consolidated statements of cash flows. |
Accounts and Other Receivables | Accounts and Other Receivables Accounts and other receivables include reimbursement requests outstanding from the DOE awards, interest receivable and commercial accounts receivable associated with other federal projects. The reimbursement requests outstanding from the DOE awards are recognized as eligible costs are incurred. Reimbursement under the awards are included in Department of Energy Cost Share in the consolidated statements of operations. The majority of our receivables are either due from the U.S. federal government or have to do with a federal project. For these reasons, all receivables are deemed to be fully collectible and no allowance has been recorded. |
In-process Research and Development | In-process Research and Development IPR&D represents incomplete research and development projects that had not reached technological feasibility as of their acquisition date in 2011. Due to the nature of IPR&D, the expected life is indefinite and it will be evaluated periodically for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. IPR&D was concluded to include both fundamental and defensive technologies comprised of OSU licensed and NuScale owned patented and unpatented technology and trade secrets. Such technologies are designed to work together in the operation of a nuclear power module. The IPR&D is anticipated to begin generating cash flows in 2026 and is expected to contribute to all of the Company’s revenues for the foreseeable future after being placed in service. IPR&D is amortized over its estimated useful life once technological feasibility is reached. As the Company has not yet completed all designing, coding and testing activities, management has determined that technological feasibility has not yet been reached. Management has not identified any indicators that would suggest any impairment of the IPR&D. If IPR&D is determined not to have technological feasibility or is abandoned, it will be impaired or written off at such time. |
Revenue Recognition | Revenue Recognition In addition to advancing the commercialization of its SMR, the Company provides engineering services to customers. The Company recognizes fixed price contract revenue with multiple performance obligations as each obligation is completed. The Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on contracts that has not been billed to customers is classified as a current asset under accounts and other receivables on the consolidated balance sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under deferred revenue. The Company recognizes time and material contract revenue as incurred, while our cost plus fixed-fee contract revenue is recognized over time, matching continuous transfer of control to the customer. The Company accounts for these contracts as a single performance obligation and recognizes revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The Company excludes from its measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales. Customer payments on contracts are typically due within 30 days of billing, depending on the contract. The Company generally provides limited warranties for work performed under its engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred, and for the periods presented, no warranty liability has been recorded. |
Fair Value Measurement | Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and deposits, accounts payable, accrued expenses and convertible note payable approximates fair value due to their short maturities. |
Property, Plant and Equipment | Property, Plant and Equipment All additions, including betterments to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation is derecognized with any gain or loss recorded in the year of disposition. Depreciation is based on the estimated useful lives of the assets using the straight-line method. Furniture and fixtures are depreciated over useful lives of seven years. Computer software is depreciated over useful lives of three computer equipment is depreciated over useful lives of five years. Test equipment is depreciated over useful lives of five years. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. |
Long-Lived Assets | Long-Lived Assets Long-lived assets including primarily property and equipment and acquired IPR&D are reviewed for impairment annually and when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If this review indicates that the carrying amount will not be recoverable, as determined based on comparing the estimated undiscounted future cash flows to the carrying amount, impairment is measured by comparing the carrying amount to fair value. No impairment charges were incurred for the years ended December 31, 2022, 2021 and 2020. |
Goodwill | Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of a business acquired in a purchase business combination. Goodwill is not amortized but is reviewed for impairment annually or whenever events or changes in circumstances arise during the year that indicate the carrying amount of goodwill may not be recoverable. Impairment exists when the carrying amount of the reporting unit exceeds its fair value and an impairment loss is recognized. |
Leases | Leases The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of December 31, 2022 and 2021, the Company has only operating leases. The Company’s right-of-use assets relate to office facilities, some of which include one or more options to renew, with renewal terms that can extend the lease term up to 5 years. The exercise of the lease renewal is at the Company’s discretion. Renewal periods are included in the expected lease term if they are reasonably certain of being exercised by the Company. None of the Company’s lease agreements contain material residual value guarantees or material restrictions or covenants. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term leases relate to office facilities or office equipment. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public and Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. See note 5 for further discussion of the terms of the Warrants and note 6 for further discussion of the methodology used to determine the value of the Warrants. |
Equity-Based Compensation | Equity-Based Compensation Our long-term incentive plan provides for grants of nonqualified or incentive stock options, restricted stock award units (“RSU”s) and performance-based award units. 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 for nonqualified or incentive stock options requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price, volatility and expected option lives to value equity-based compensation, while forfeitures are recognized as incurred. The grant date fair value of RSUs is based on the closing market price of our Class A common stock on the grant date as stated on the NYSE. Equity-based compensation is recorded as a general and administrative expense and other expense in the statements of operations. The option valuation model used to calculate the Company’s options uses the treasury yield curve rates for the risk-free interest rate for a period equal to the expected option life and the simplified method to calculate the expected option life (options qualified as ‘plain vanilla’ under the provisions of SAB 107). Volatility is determined by reference to the actual volatility of several publicly traded companies that are similar to NuScale in its industry sector. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. Forfeitures are recognized as they occur. All equity-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards. |
Segment Information | Segment Information The Company has determined that its Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”) are its chief operating decision makers (“CODMs”). The CODMs review financial information presented for purposes of assessing performance and making decisions on how to allocate resources at the overall company level. The Company has determined that it currently operates as a single segment, though it will periodically revisit the information used by its CODMs to allocate resources and to manage the operations as it nears commercialization and deployment of its NPMs. |
Research and Development | Research and Development R&D expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. |
Advertising | Advertising Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statement of operations. Advertising costs expensed were approximately $7,340, $2,600 and $1,057 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Income Taxes | 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 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 subject to U.S. federal income tax. As such, its net taxable income or loss and any related tax credits are allocated to its members. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the Financial Accounting Standards Board (“FASB”). There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current financial statements. |
Merger Transaction (Tables)
Merger Transaction (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | 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 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 (A) 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 (B) 1,643,924 Total Shares 236,754,948 (A) Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors. (B) Spring Valley Founders Shares included “Earn Out Shares”. Fifty percent of the Earn Out Shares vest, pursuant to the sponsor letter agreement, dated as of December 31, 2021, between SV Acquisition Sponsor Sub, LLC, Spring Valley and NuScale LLC, 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. The Earn Out Shares associated with the merger became vested during 2022, as the VWAP of the Company’s share price exceeded $12.00 and then $14.00 for the required time period. |
Equity and Loss Per Share (Tabl
Equity and Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest And Earnings Per Share [Abstract] | |
Schedule of Non-Controlling Interests | Following the Transaction, holders of Class A common stock own direct controlling interest in the results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B units. The following table summarizes the economic interests of NuScale Corp between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of and for the period from May 2, 2022 through December 31, 2022. As of and for the period from May 2, 2022 through December 31, 2022 NuScale Corp Class A common stock Beginning of period 41,971,380 Conversion of combined interests into Class A common stock 21,305,891 Exercise of options and warrants 4,431,824 Vesting of earn out shares 1,643,924 End of period 69,353,019 NuScale LLC Class B units (NCI) Beginning of period 178,396,711 Conversion of combined interests into Class A common stock (21,305,891) End of period 157,090,820 Total Beginning of period 220,368,091 Conversion of combined interests into Class A common stock — Exercise of options and warrants 4,431,824 Vesting of earn out shares 1,643,924 End of period 226,443,839 Ownership Percentage NuScale Corp Class A common stock Beginning of period 19.0 % End of period 30.6 % NuScale LLC Class B units (NCI) Beginning of period 81.0 % End of period 69.4 % |
Schedule of Earnings Per Share, Basic and Diluted | 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 2, 2022 to December 31, 2022, the period where the Company had Class A and Class B common stock outstanding. Class B common stock represents a right to cast one vote per share at the 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. May 2, 2022 Through December 31, 2022 Net loss attributable to Class A common stockholders (25,914) Weighted-average shares for basic and diluted loss per share 50,763,844 Basic and Diluted loss per share of Class A common stock $ (0.51) Anti-dilutive securities excluded from shares outstanding: Class B common shares 157,090,820 Stock options 12,224,783 Warrants 18,458,703 Time-based RSUs 2,140,651 Total 189,914,957 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table represents the Company’s financial liabilities measured at fair value on a recurring basis as of December 31, 2022: (in thousands) Level 1 Level 2 Level 3 Total Warrant Liabilities: Public Warrants $ 15,198 $ — $ — $ 15,198 Private Placement Warrants — 14,151 — 14,151 Total Warrant Liabilities as of December 31, 2022 $ 15,198 $ 14,151 $ — $ 29,349 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 7,393 5,638 Software 13,864 15,227 Test equipment 347 347 Leasehold improvements 2,312 2,689 24,089 24,074 Less: Accumulated depreciation (19,431) (20,632) Add: Assets under development 112 1,518 Net property, plant and equipment $ 4,770 $ 4,960 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | Balance Sheet As of December 31, Lease Assets and Liabilities Classification 2022 2021 Right-of-use Assets Operating lease assets Other assets $ 3,870 $ 1,268 Total right-of-use assets 3,870 1,268 Lease Liabilities Operating lease liabilities, current Other accrued liabilities 1,568 1,190 Operating lease liabilities, noncurrent Noncurrent liabilities 2,786 211 Total lease liabilities $ 4,354 $ 1,401 |
Supplemental Lease Information | As of December 31, 2022 2021 Right-of-use assets obtained in exchange for new operating leases $ — $ — Weighted-average remaining lease term – operating leases 2.74 years 1.05 years Weighted average discount rate-operating leases 4.92 % 3.35 % |
Lessee, Operating Lease, Liability, Maturity | Year ended December 31, Operating Leases 2023 $ 1,741 2024 1,555 2025 1,341 2026 18 Total lease payments $ 4,655 Less: interest (301) Present value of lease liabilities $ 4,354 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes the stock options activity relating to the Legacy Plan of NuScale LLC (historical NuScale LLC units and weighted average exercise price were adjusted using the exchange ratio) as of and for the period ended December 31, 2022: Weighted Average Aggregate Share Options Number of Shares Exercise Price Intrinsic Value Outstanding at December 31, 2021 15,393,670 $ 3.64 $ 101,906 Granted 208,013 $ 9.53 $ — Exercised (3,197,310) $ 2.24 $ 25,642 Forfeited (63,012) $ 6.70 $ — Expired (116,578) $ 2.40 $ — Outstanding at December 31, 2022 12,224,783 $ 4.09 $ 75,427 Exercisable at December 31, 2022 10,795,243 $ 3.73 $ 70,493 Vested at December 31, 2022 12,224,783 $ 4.09 $ 75,427 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were used in determining the fair value of options granted during the years ended December 31, 2022, 2021 and 2020: 2022 2021 Risk-free interest rate 1.44% 0.62%-1.31% Expected dividend yield NA NA Expected option life 6.25 years 6.25 years Expected price volatility 73.98% 64.60%-73.98% |
Schedule of Time-based Restricted Stock Units | The following table summarizes the activity of our time-based RSUs as of and for the year ended, December 31, 2022: Weighted Average Time-based RSUs Number of RSUs Grant-Date Fair Value Outstanding at December 31, 2021 — $ — Granted 2,184,417 10.71 Vested (28,595) 10.20 Forfeited/Expired (15,171) 11.82 Outstanding at December 31, 2022 2,140,651 $ 10.71 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense with amounts computed at the federal statutory tax rate is as follows: Year Ended December 31, 2022 Computed tax (21%) $ (29,730) Income attributable to legacy NuScale LLC holders $ 6,543 Income tax benefit attributable to NCI $ 17,746 Change in valuation allowance $ 9,227 State income tax benefit, net of effect on federal tax $ (1,235) Other, net (none in excess of 5% of computed tax) $ (2,551) Income tax expense $ — |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Non-current deferred tax assets (liabilities) were as follows: Year Ended Deferred Taxes December 31, 2022 Deferred Tax Assets: Investment in NuScale Power LLC $ 122,982 Net operating loss and credit carryforwards $ 3,577 Stock Compensation $ 95 Total deferred tax assets $ 126,654 Valuation allowance $ (126,654) Total $ — Deferred Tax Liabilities (none noted) Net deferred tax asset $ — |
The Company (Details)
The Company (Details) | 1 Months Ended | 12 Months Ended | ||||
Feb. 29, 2020 USD ($) | Jan. 31, 2019 USD ($) | Apr. 30, 2015 USD ($) MW-M | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Department of Energy cost share | $ 72,336,000 | $ 73,522,000 | $ 71,109,000 | |||
Collaborative arrangement, obligated amount to receivable | 233,000,000 | |||||
Collaborative arrangement, obligated amount | 225,000 | |||||
Maximum reimbursement based on the current stage of project development | 17,800,000 | |||||
Development Cost Reimbursement Agreement | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Maximum reimbursement based on the current stage of project development | 17,834,000 | |||||
Collaborative arrangements, restricted cash, letter of credit, collateral amount | 26,000,000 | |||||
Nuscale SMR FOAK Nuclear Demonstration Readiness Project Completion | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Maximum amount awarded | $ 350,000,000 | |||||
Cost share | $ 350,000,000 | |||||
Cost share (as a percent) | 50% | |||||
Reimbursement of program costs (as a percent) | 73% | |||||
Department of Energy cost share | $ 0 | 10,237,000 | ||||
Percentage of maximum future reimbursement requests to recognize deferred reimbursement costs | 50% | |||||
Nuscale SMR FOAK Nuclear Demonstration Readiness Project Completion | Government | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Cost share | $ 350,000,000 | |||||
Cost share (as a percent) | 50% | |||||
Term of award | 5 years | |||||
Percentage of reimbursement requests deferred | 23% | |||||
Carbon Free Power Project Award | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Maximum amount awarded | $ 126,694,000 | |||||
Cost share | 50 | $ 16,617,000 | ||||
Cost share (as a percent) | 50% | |||||
Collaborative arrangement, obligated amount to receivable | 70,000 | |||||
Collaborative arrangement, government cost share | $ 8,250,000 | |||||
Eligible amount to receive | $ 7,451,000 | |||||
Carbon Free Power Project Award | Government | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Cost share | $ 50 | $ 16,617,000 | ||||
Cost share (as a percent) | 50% | 50% | ||||
Nuclear powered energy | MW-M | 462 | |||||
Collaborative arrangement, government cost share | $ 8,250,000 | |||||
Collaborative arrangement, remaining amount received | $ 729,000 | |||||
Reimburse percentage | 25% | |||||
Maximum reimbursement amount | $ 4,100,000 |
Merger Transaction - Schedule o
Merger Transaction - Schedule of Historical Cost of Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Reverse Recapitalization [Abstract] | |
Cash | $ 341,462 |
Warrant liabilities | (47,532) |
Total net assets | $ 293,930 |
Merger Transaction - Narrative
Merger Transaction - Narrative (Details) | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||
May 02, 2022 USD ($) | Apr. 30, 2022 shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares | |
Business Acquisition [Line Items] | |||||
Recapitalization exchange ratio | 1 | ||||
Sale of stock, number of shares issued in transaction | 23,700,002 | ||||
Sale of stock, consideration received on transaction | $ | $ 235,000 | ||||
Units issued (shares) | 8,257,560 | ||||
Proceeds from Transaction, net | $ | $ 341,462,000 | $ 341,462,000 | |||
Proceeds from issuance of private placement | $ | 235,000,000 | ||||
Cash acquired through reverse recapitalization | $ | 145,525,000 | ||||
Reverse recapitalization, accrued transaction costs | $ | $ 39,063,000 | ||||
Conversion of combined interests into Class A common stock (in shares) | 0 | ||||
Class B | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Conversion of combined interests into Class A common stock (in shares) | (21,305,891) | ||||
Class A | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Conversion of combined interests into Class A common stock (in shares) | 21,305,891 | ||||
Conversion of combined Interests Calculated into TRA Obligation (in shares) | 54,651,000 | 54,651,000 |
Merger Transaction - Schedule_2
Merger Transaction - Schedule of Common Stock Outstanding (Details) - shares | 12 Months Ended | |
May 03, 2022 | Dec. 31, 2022 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Legacy NuScale Equityholders (shares) | 178,396,711 | |
PIPE Shares (shares) | 23,700,002 | |
Total Shares at Closing (excluding shares below) (shares) | 220,368,091 | |
Remaining NuScale Consideration Shares - upon Exercise of NuScale Corp Options (shares) | 14,742,933 | 3,197,310 |
Other - Earn Out Shares (shares) | 1,643,924 | |
Total Shares (shares) | 236,754,948 | |
Stock converted, reverse recapitalization, percentage of total shares outstanding | 81% | |
Stock issued during period, shares, reverse recapitalization, percentage of total shares outstanding | 10.80% | |
Common stock, shares, outstanding, percentage | 100% | |
Spring Valley | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Stock issued during period, acquisitions (shares) | 18,271,378 | |
Stock issued during period, shares, acquisitions, percentage of total shares outstanding | 8.30% | |
Spring Valley Class A Shareholders | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Stock issued during period, acquisitions (shares) | 14,400,369 | |
Stock issued during period, shares, acquisitions, percentage of total shares outstanding | 6.50% | |
Spring Valley Founders | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Stock issued during period, acquisitions (shares) | 3,871,009 | |
Stock issued during period, shares, acquisitions, percentage of total shares outstanding | 1.80% |
Merger Transaction - Schedule_3
Merger Transaction - Schedule of Common Stock Outstanding Footnotes (Details) | May 03, 2022 shares | May 02, 2022 D $ / shares | Dec. 31, 2022 $ / shares |
Spring Valley Founders | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Stock issued during period, acquisitions (shares) | shares | 3,871,009 | ||
Reverse Recapitalization, Contingent Consideration, Equity, Shares, Period One | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Reverse recapitalization, contingent consideration, equity, shares, vesting percentage | 50% | ||
Reverse recapitalization, contingent consideration, equity, shares, stock price trigger (usd per share) | $ / shares | $ 12 | $ 12 | |
Reverse recapitalization, contingent consideration, equity, shares, threshold trading days | 20 | ||
Reverse recapitalization, contingent consideration, equity, shares, threshold consecutive trading day period | 30 | ||
Reverse recapitalization, contingent consideration, equity, shares, earnout period following the closing | 60 months | ||
Reverse Recapitalization, Contingent Consideration, Equity, Shares, Period Two | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Reverse recapitalization, contingent consideration, equity, shares, stock price trigger (usd per share) | $ / shares | $ 14 | $ 14 | |
Reverse recapitalization, contingent consideration, equity, shares, threshold trading days | 20 | ||
Reverse recapitalization, contingent consideration, equity, shares, threshold consecutive trading day period | 30 | ||
Reverse recapitalization, contingent consideration, equity, shares, earnout period following the closing | 60 months | ||
Director | Spring Valley Founders | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Stock issued during period, acquisitions (shares) | shares | 120,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Significant Accounting Policies [Line Items] | |||
Prepaid assets | $ 1,566 | ||
General and administrative expenses | (63,057) | $ (45,226) | $ (37,176) |
Other expenses | 48,009 | 37,030 | 26,645 |
Restricted cash | $ 26,532 | 0 | 0 |
Customer payment period | 30 days | ||
Property, plant and equipment, useful life | 5 years | ||
Impairment charges incurred | $ 0 | 0 | 0 |
Number of extensions | item | 1 | ||
Length of extension (up to) | 5 years | ||
Advertising costs | $ 7,340 | 2,600 | 1,057 |
Furniture and fixtures | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 7 years | ||
Office and computer equipment | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Revision of Prior Period, Adjustment | |||
Significant Accounting Policies [Line Items] | |||
General and administrative expenses | 1,498 | 1,505 | |
Other expenses | $ 1,498 | $ 1,505 | |
Minimum | Software | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Maximum | Software | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 5 years |
Equity and Loss Per Share - Sch
Equity and Loss Per Share - Schedule of Non-Controlling Interests (Details) | 8 Months Ended |
Dec. 31, 2022 shares | |
Noncontrolling Interest [Roll Forward] | |
Beginning of period (shares) | 220,368,091 |
Conversion of combined interests into Class A common stock (in shares) | 0 |
Exercise of options and warrants (shares) | 4,431,824 |
Vesting of earn out shares (shares) | 1,643,924 |
End of period (shares) | 226,443,839 |
Class A | |
Noncontrolling Interest [Roll Forward] | |
Beginning of period (shares) | 41,971,380 |
Conversion of combined interests into Class A common stock (in shares) | 21,305,891 |
Exercise of options and warrants (shares) | 4,431,824 |
Vesting of earn out shares (shares) | 1,643,924 |
End of period (shares) | 69,353,019 |
Class A | NuScale Corp | |
Controlling and Non Controlling Interest [Roll Forward] | |
Beginning of period | 19% |
End of period | 30.60% |
Class B | |
Noncontrolling Interest [Roll Forward] | |
Beginning of period (shares) | 178,396,711 |
Conversion of combined interests into Class A common stock (in shares) | (21,305,891) |
End of period (shares) | 157,090,820 |
Class B | NuScale LLC | |
Controlling and Non Controlling Interest [Roll Forward] | |
Beginning of period | 81% |
End of period | 69.40% |
Equity and Loss Per Share - Nar
Equity and Loss Per Share - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2022 Vote $ / shares shares | May 02, 2022 $ / shares | |
Noncontrolling Interest [Line Items] | ||
Common equivalent ratio | 100 | |
Cumulative preferred return | 10% | |
Reverse recapitalization (in shares) | shares | 178,396,711 | |
Common stock, vote per share | Vote | 1 | |
Reverse Recapitalization, Contingent Consideration, Equity, Shares, Period One | ||
Noncontrolling Interest [Line Items] | ||
Reverse recapitalization, contingent consideration, equity, shares, stock price trigger (usd per share) | $ 12 | $ 12 |
Reverse Recapitalization, Contingent Consideration, Equity, Shares, Period Two | ||
Noncontrolling Interest [Line Items] | ||
Reverse recapitalization, contingent consideration, equity, shares, stock price trigger (usd per share) | $ 14 | $ 14 |
Equity and Loss Per Share - Bas
Equity and Loss Per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net loss attributable to Class A common stockholders | $ (25,914) | |||
Net loss attributable to Class A common stockholders | $ (25,914) | |||
Weighted-average shares for basic loss per share (shares) | 50,763,844 | 50,763,844 | 0 | 0 |
Weighted-average shares for diluted loss per share (shares) | 50,763,844 | 50,763,844 | 0 | 0 |
Basic loss per share of Class A common stock (usd per share) | $ (0.51) | $ (0.51) | $ 0 | $ 0 |
Diluted loss per share of Class A common stock (usd per share) | $ (0.51) | $ (0.51) | $ 0 | $ 0 |
Total | 189,914,957 | |||
Class B common shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 157,090,820 | |||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 12,224,783 | |||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 18,458,703 | |||
Time-based RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 2,140,651 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) $ / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 D $ / shares shares | |
Derivative [Line Items] | ||
Number of warrants exchanged | shares | 1,941,297 | |
Proceeds from warrant exchanged | $ | $ 22,325 | |
Exercise price of warrant | $ / shares | $ 11.50 | $ 11.50 |
Warrants and rights outstanding, term | 5 years | 5 years |
Period after transaction when private placement warrants become identical to public warrants | 30 days | |
Warrant Redemption Scenario One | ||
Derivative [Line Items] | ||
Stock price trigger (usd per share) | $ / shares | $ 18 | $ 18 |
Redemption price (usd per share) | $ / shares | 0.01 | $ 0.01 |
Prior written notice period for redemption | 30 days | |
Threshold trading days | D | 20 | |
Threshold consecutive trading day period | D | 30 | |
Threshold ending trading days | D | 3 | |
Warrant Redemption Scenario Two | ||
Derivative [Line Items] | ||
Stock price trigger (usd per share) | $ / shares | 10 | $ 10 |
Redemption price (usd per share) | $ / shares | $ 0.10 | $ 0.10 |
Prior written notice period for redemption | 30 days | |
Threshold trading days | D | 20 | |
Threshold consecutive trading day period | D | 30 | |
Public Warrants | ||
Derivative [Line Items] | ||
Class of warrant outstanding | shares | 9,558,703 | 9,558,703 |
Private Placement Warrants | ||
Derivative [Line Items] | ||
Class of warrant outstanding | shares | 8,900,000 | 8,900,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Fair Value, Recurring $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | $ 29,349 |
Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 15,198 |
Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 14,151 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 15,198 |
Level 1 | Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 15,198 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 14,151 |
Level 2 | Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | $ 14,151 |
Accounts and Other Receivables
Accounts and Other Receivables - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
DOE cost share liabilities | $ 0 | $ 10,237 | |
Interest receivable | $ 1,021 | ||
Subsequent Event | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Increased funds obligation | $ 15,000 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | $ (19,431) | $ (20,632) | |
Net property, plant and equipment | 4,770 | 4,960 | |
Depreciation | 2,521 | 2,018 | $ 1,900 |
General and Administrative Expense | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 770 | 876 | 1,015 |
Other Expense | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 1,751 | 1,142 | $ 885 |
Depreciable Property, Plant And Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment gross | 24,089 | 24,074 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment gross | 173 | 173 | |
Office and computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment gross | 7,393 | 5,638 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment gross | 13,864 | 15,227 | |
Test equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment gross | 347 | 347 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment gross | 2,312 | 2,689 | |
Add: Assets under development | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment gross | $ 112 | $ 1,518 |
Intangible Assets and Redeema_2
Intangible Assets and Redeemable Common Units (Details) | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2015 USD ($) customer $ / shares | May 03, 2022 shares | Dec. 31, 2019 shares | Dec. 31, 2007 patent | |
Federal Home Loan Bank, Advances [Line Items] | |||||||
Number of patents | patent | 3 | ||||||
Cash payment upon execution of agreement | $ 1,000,000 | ||||||
On-going quarterly cash payments | $ 25,000 | ||||||
Current commercial price paid for the first 24 modules sold to commercial customers (as a percent) | 0.25% | ||||||
Number of modules sold under first commercial scale | customer | 24 | ||||||
Current commercial price paid for the next 12 modules sold to commercial customers (as a percent) | 0.15% | ||||||
Number of modules sold under subsequent commercial scale | customer | 12 | ||||||
Temporary equity, shares outstanding (in shares) | shares | 0 | 6,000,000 | 6,000,000 | 6,000,000 | |||
Total Shares (shares) | shares | 236,754,948 | ||||||
Payments made for research and testing | $ 123,416,000 | $ 93,136,000 | $ 95,267,000 | ||||
NuScale Corp Class B common stock | |||||||
Federal Home Loan Bank, Advances [Line Items] | |||||||
Total Shares (shares) | shares | 157,090,820 | ||||||
Oregon State University | Purchase Sale And License Agreement | |||||||
Federal Home Loan Bank, Advances [Line Items] | |||||||
Cash payment upon execution of agreement | $ 1,000,000 | ||||||
Gross carrying amount | 2,462,000 | ||||||
Expected amortization, year one | $ 177,000 | ||||||
Expected amortization, year two | 177,000 | ||||||
Expected amortization, year three | 177,000 | ||||||
Expected amortization, year four | 177,000 | ||||||
Expected amortization, year five | 177,000 | ||||||
Temporary equity, shares outstanding (in shares) | shares | 6,000,000 | ||||||
Payments made for research and testing | 959,000 | $ 893,000 | 1,104,000 | ||||
Accounts payable and accrued expenses | 0 | 150,000 | $ 186,000 | ||||
Oregon State University | Purchase Sale And License Agreement | Patents | |||||||
Federal Home Loan Bank, Advances [Line Items] | |||||||
Gross carrying amount | 2,462,000 | 2,462,000 | |||||
Accumulated amortization | $ 1,403,000 | $ 1,226,000 | |||||
Oregon State University | Purchase Sale And License Agreement | Initial Offering | |||||||
Federal Home Loan Bank, Advances [Line Items] | |||||||
Number of common units granted (in shares) | $ 2,750,000 | ||||||
Weighted average price per unit (usd per share) | $ / shares | $ 0.25 | ||||||
Oregon State University | Purchase Sale And License Agreement | Secondary Offering | |||||||
Federal Home Loan Bank, Advances [Line Items] | |||||||
Number of common units granted (in shares) | $ 3,250,000 | ||||||
Weighted average price per unit (usd per share) | $ / shares | $ 0.45 | ||||||
Oregon State University | Purchase Sale And License Agreement | NuScale Corp Class B common stock | |||||||
Federal Home Loan Bank, Advances [Line Items] | |||||||
Total Shares (shares) | shares | 6,000,000 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use Assets | ||
Operating lease assets | $ 3,870 | $ 1,268 |
Total right-of-use assets | 3,870 | 1,268 |
Lease Liabilities | ||
Operating lease liabilities, current | 1,568 | 1,190 |
Operating lease liabilities, noncurrent | 2,786 | 211 |
Total lease liabilities | $ 4,354 | $ 1,401 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued liabilities | Other accrued liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Noncurrent liabilities | Noncurrent liabilities |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Right-of-use assets obtained in exchange for new operating leases | $ 0 | $ 0 |
Weighted-average remaining lease term - operating leases | 2 years 8 months 26 days | 1 year 18 days |
Weighted average discount rate-operating leases | 4.92% | 3.35% |
Leases - Remaining Lease Paymen
Leases - Remaining Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 1,741 | |
2024 | 1,555 | |
2025 | 1,341 | |
2026 | 18 | |
Total lease payments | 4,655 | |
Less: interest | (301) | |
Present value of lease liabilities | $ 4,354 | $ 1,401 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Lease expense | $ 2,063 | $ 1,695 | $ 1,874 |
Operating lease, cost | 1,851 | 1,505 | 1,578 |
Short-term lease, cost | $ 212 | $ 190 | $ 296 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2022 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | Sep. 30, 2011 | |
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, minimum conversion amount | $ 16,000 | ||||||
Conversion of debt, amount | $ 14,181 | $ 14,181 | |||||
Units issued (shares) | 8,257,560 | ||||||
Conversion price (usd per share) | $ 9.91 | ||||||
Repayment of other notes payable | $ 27,200 | ||||||
Other Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Other notes payable | $ 30,000 | ||||||
Proceeds from issuance of preferred equity | $ 40,000 | ||||||
Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Convertible note payable | $ 10,281 | ||||||
Convertible debt | $ 14,041 | ||||||
Original borrowing | 11,331 | ||||||
Amortized premium | 1,050 | ||||||
Accrued interest | $ 3,760 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan expense | $ 2,511 | $ 1,878 | $ 1,813 |
Defined Contribution Plan, Tranche One | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3% | ||
Defined Contribution Plan, Tranche Two | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2% | ||
Defined contribution plan, employer matching contribution, percent of match | 50% |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 05, 2022 | Feb. 28, 2023 | Jul. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Award requisite service period | 3 years | ||||||
Common stock share percentage | 4% | ||||||
Aggregate fair value | $ 3,986,000 | $ 6,291,000 | $ 3,673,000 | ||||
Contractual term, outstanding (in years) | 5 years 4 months 24 days | ||||||
Contractual term, exercisable (in years) | 5 years | ||||||
Weighted average grant date fair value (per share) | $ 6.29 | $ 4.16 | |||||
Options, intrinsic value | $ 0 | ||||||
Exercise of common unit options | 7,224,000 | $ 748,000 | |||||
Unrecognized stock option expense | $ 5,985,000 | ||||||
Weighted-average period (in years) | 1 year 9 months 18 days | ||||||
Retired Or Over Five Years Experience | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Award requisite service period | 5 years | ||||||
Share-Based Payment Arrangement, Tranche One | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Award requisite service period | 1 year | ||||||
Share-Based Payment Arrangement, Tranche Two | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Award requisite service period | 3 years | ||||||
General and Administrative Expense | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense | $ 5,197,000 | 3,257,000 | 3,718,000 | ||||
Other Expense | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense | 5,624,000 | 3,184,000 | |||||
Time-based RSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense | 10,821,000 | 6,441,000 | $ 3,718,000 | ||||
Restricted stock or unit expense | $ 18,656,000 | ||||||
Time-based RSUs | Subsequent Event | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares approved (shares) | 1,835,016 | ||||||
Common Unit Appreciation Rights (UARs) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Increase to share pool, shares | 8,972,128 | ||||||
Common Unit Appreciation Rights (UARs) | Chief Executive Officer | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense | $ 1,540,000 | $ 1,490,000 | |||||
Granted (shares) | 1,000 | ||||||
Strike price (usd per share) | $ 0.11 | ||||||
2022 Long-Term Incentive Plan | Time-based RSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares approved (shares) | 2,091,282 | ||||||
Award vesting period | 3 years | ||||||
2022 Long-Term Incentive Plan | Time-based RSUs | Employee | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Aggregate fair value | $ 22,373 | ||||||
Shares approved (shares) | 39,215 | ||||||
Award vesting period | 1 year | ||||||
2022 Long-Term Incentive Plan | Time-based RSUs | Employee | Subsequent Event | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Aggregate fair value | $ 18,992,000 | ||||||
2022 Long-Term Incentive Plan | Time-based RSUs | Director | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Aggregate fair value | $ 950 | ||||||
Shares approved (shares) | 53,920 | ||||||
Award vesting period | 3 years | ||||||
Class A | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Conversions in period (shares) | 14,742,933 | ||||||
Number of shares registered in filing (shares) | 17,760,961 |
Equity-Based Compensation - Pla
Equity-Based Compensation - Plan Activity (Details) - USD ($) | 12 Months Ended | |
May 03, 2022 | Dec. 31, 2022 | |
Number of Shares | ||
Outstanding at beginning balance (shares) | 15,393,670 | |
Granted (shares) | 208,013 | |
Exercised (shares) | (14,742,933) | (3,197,310) |
Forfeited (shares) | (63,012) | |
Expired (shares) | (116,578) | |
Outstanding at ending balance (shares) | 12,224,783 | |
Weighted Average Grant-Date Fair Value | ||
Outstanding at beginning balance (usd per share) | $ 3.64 | |
Granted (usd per share) | 9.53 | |
Exercised (usd per share) | 2.24 | |
Forfeited (usd per share) | 6.70 | |
Expired (usd per share) | 2.40 | |
Outstanding at ending balance (usd per share) | $ 4.09 | |
Intrinsic Value | ||
Outstanding at beginning balance | $ 101,906 | |
Exercised | 25,642 | |
Outstanding at ending balance | $ 75,427 | |
Exercisable (shares) | 10,795,243 | |
Vested or expected to vest at December 31, 2022 (shares) | 12,224,783 | |
Exercisable (usd per share) | $ 3.73 | |
Vested or expected to vest at December 31, 2022 (usd per share) | $ 4.09 | |
Exercisable | $ 70,493,000 | |
Vested and Expected to vest | $ 75,427 |
Equity-Based Compensation - Val
Equity-Based Compensation - Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.44% | |
Expected option life | 6 years 3 months | 6 years 3 months |
Expected price volatility | 73.98% | |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.62% | |
Expected price volatility | 64.60% | |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.31% | |
Expected price volatility | 73.98% |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Time-based Restricted Stock Units (Details) - Time-based RSUs | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of RSUs | |
Granted (shares) | shares | 2,184,417 |
Vested (shares) | shares | (28,595) |
Forfeited/Expired (shares) | shares | (15,171) |
Outstanding at ending balance (shares) | shares | 2,140,651 |
Weighted Average Grant-Date Fair Value | |
Granted (usd per share) | $ / shares | $ 10.71 |
Vested (usd per share) | $ / shares | 10.20 |
Forfeited/Expired (usd per share) | $ / shares | 11.82 |
Outstanding at ending balance | $ / shares | $ 10.71 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | May 02, 2022 |
Income Tax Examination [Line Items] | ||
Net operating loss carryforwards | $ 3,577 | |
NuScale Corp | Class A | ||
Income Tax Examination [Line Items] | ||
Noncontrolling interest, ownership percentage | 30.60% | 19% |
Domestic Tax Authority | ||
Income Tax Examination [Line Items] | ||
Net operating loss carryforwards | $ 3,099 | |
Net operating loss carryforwards, subject to expiration | $ 478 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Computed tax (21%) | $ (29,730) | ||
Income attributable to legacy NuScale LLC holders | 6,543 | ||
Income tax benefit attributable to NCI | 17,746 | ||
Change in valuation allowance | 9,227 | ||
State income tax benefit, net of effect on federal tax | (1,235) | ||
Other, net (none in excess of 5% of computed tax) | (2,551) | ||
Income tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Deferred Tax Assets: | |
Investment in NuScale Power LLC | $ 122,982 |
Net operating loss and credit carryforwards | 3,577 |
Stock Compensation | 95 |
Total deferred tax assets | 126,654 |
Valuation allowance | (126,654) |
Total | 0 |
Net deferred tax asset | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 8,550 | $ 1,553 | $ 0 |
Fluor | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 31,289 | 18,113 | $ 4,452 |
Accounts payable, related parties | 7,694 | 3,731 | |
Accounts and other receivables | $ 1,508 | $ 612 | |
Revenue earned percentage | 72.40% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares | Sep. 19, 2022 item | |
Loss Contingencies [Line Items] | ||
Number of plaintiffs | item | 13 | |
Maximum reimbursement based on the current stage of project development | $ 17,800 | |
Collaborative Arrangements, Maximum Reimbursement Based on Current Stage of Project Development | 17,800 | |
Development Cost Reimbursement Agreement | ||
Loss Contingencies [Line Items] | ||
Maximum reimbursement based on the current stage of project development | 17,834 | |
Collaborative Arrangements, Maximum Reimbursement Based on Current Stage of Project Development | 17,834 | |
Collaborative arrangements, restricted cash, letter of credit, deposit in demand amount | 26,532 | |
Collaborative arrangements, restricted cash, letter of credit, collateral amount | $ 26,000 | |
Collaborative arrangements, comparing target price | $ / shares | $ 58 | |
UAMPS Member | Development Cost Reimbursement Agreement | ||
Loss Contingencies [Line Items] | ||
Maximum reimbursement based on the current stage of project development | $ 81,000 | |
Collaborative Arrangements, Maximum Reimbursement Based on Current Stage of Project Development | $ 81,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 217,685,000 | $ 77,094,000 | |
Prepaid expenses | 5,531,000 | 4,147,000 | |
Total current assets | 284,415,000 | 86,074,000 | |
Total assets | 348,635,000 | 121,197,000 | |
Other assets | 6,704,000 | 3,772,000 | |
Current liabilities: | |||
Total current liabilities | 38,557,000 | 48,408,000 | |
Total liabilities | 71,548,000 | 52,799,000 | |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.10 per share | 0 | 2,140,000 | $ 2,140,000 |
Shareholders' Deficit: | |||
Accumulated deficit | (182,092,000) | (781,620,000) | |
Total Stockholders' Equity Excluding Noncontrolling Interests | 114,679,000 | 66,258,000 | |
Total Liabilities, Mezzanine Equity and Stockholders' Equity | 348,635,000 | 121,197,000 | |
SPRING VALLEY ACQUISITION CORP | |||
Current assets: | |||
Cash | 985,114 | 1,906,348 | |
Prepaid expenses | 101,192 | 237,088 | |
Total current assets | 1,086,306 | 2,143,436 | |
Investments held in Trust Account | 232,320,939 | 232,301,973 | |
Total assets | 233,407,245 | 234,445,409 | |
Current liabilities: | |||
Accounts payable | 305,022 | ||
Accrued expenses | 40,000 | 49,934 | |
Total current liabilities | 345,022 | 49,934 | |
Derivative warrant liabilities | 29,149,000 | 33,660,000 | |
Deferred Offering Costs Noncurrent | 8,050,000 | 8,050,000 | |
Total liabilities | 37,544,022 | 41,759,934 | |
Commitments and Contingencies (Note 6) | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.10 per share | 232,300,000 | 232,300,000 | |
Shareholders' Deficit: | |||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||
Accumulated deficit | (36,437,352) | (39,615,100) | |
Total Stockholders' Equity Excluding Noncontrolling Interests | (36,436,777) | (39,614,525) | |
Total Liabilities, Mezzanine Equity and Stockholders' Equity | 233,407,245 | 234,445,409 | |
Common Class A [Member] | |||
Shareholders' Deficit: | |||
Ordinary share | 7,000 | 0 | |
Common Class B [Member] | |||
Shareholders' Deficit: | |||
Ordinary share | $ 16,000 | 0 | |
Common Class B [Member] | SPRING VALLEY ACQUISITION CORP | |||
Shareholders' Deficit: | |||
Ordinary share | $ 575 | $ 575 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Temporary Equity, Shares Outstanding | 6,000,000 | 6,000,000 | ||
SPRING VALLEY ACQUISITION CORP | ||||
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 | 0 | 0 |
Common Class A [Member] | ||||
Common shares, par value, (per share) | $ 0.0001 | |||
Common Class A [Member] | SPRING VALLEY ACQUISITION CORP | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
Common shares, shares issued | 0 | 0 | 0 | 0 |
Total Shares (shares) | 0 | 0 | 0 | 0 |
Class A Ordinary Shares Subject to Possible Redemption. | SPRING VALLEY ACQUISITION CORP | ||||
Temporary equity, shares issued | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 |
Common Class B [Member] | ||||
Common shares, par value, (per share) | 0.0001 | |||
Common Class B [Member] | SPRING VALLEY ACQUISITION CORP | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Total Shares (shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Loss from operations | $ (174,300,000) | |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | 0 | |
Net loss | $ (102,493,000) | |
Basic (shares) | 0 | |
Weighted-average shares for diluted loss per share (shares) | 0 | |
Basic (usd per share) | $ 0 | |
Diluted (usd per share) | $ 0 | |
SPRING VALLEY ACQUISITION CORP | ||
General and administrative expenses | $ 114,144 | $ 1,327,217 |
Loss from operations | (114,144) | (1,327,217) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | (12,110,000) | 4,511,000 |
Offering costs allocated to derivative warrant liabilities | (749,253) | |
Income from investments held in Trust Account | 1,973 | 18,965 |
Net loss | $ (12,971,424) | $ 3,202,748 |
Common Class A [Member] | SPRING VALLEY ACQUISITION CORP | ||
Other income (expenses): | ||
Basic (shares) | 6,052,632 | 23,000,000 |
Weighted-average shares for diluted loss per share (shares) | 6,052,632 | 23,000,000 |
Basic (usd per share) | $ (1.15) | $ 0.11 |
Diluted (usd per share) | $ (1.15) | $ 0.11 |
Common Class B [Member] | SPRING VALLEY ACQUISITION CORP | ||
Other income (expenses): | ||
Basic (shares) | 5,197,368 | 5,750,000 |
Weighted-average shares for diluted loss per share (shares) | 5,197,368 | 5,750,000 |
Basic (usd per share) | $ (1.15) | $ 0.11 |
Diluted (usd per share) | $ (1.15) | $ 0.11 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common Stock [Member] SPRING VALLEY ACQUISITION CORP Common Class A [Member] | Common Stock [Member] SPRING VALLEY ACQUISITION CORP Common Class B [Member] Sponsor | Common Stock [Member] SPRING VALLEY ACQUISITION CORP Common Class B [Member] | Additional Paid-in Capital [Member] SPRING VALLEY ACQUISITION CORP Sponsor | Additional Paid-in Capital [Member] SPRING VALLEY ACQUISITION CORP | Retained Earnings [Member] SPRING VALLEY ACQUISITION CORP | Retained Earnings [Member] | SPRING VALLEY ACQUISITION CORP Sponsor | SPRING VALLEY ACQUISITION CORP | Total |
Balance at the beginning at Aug. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Aug. 19, 2020 | 0 | 0 | ||||||||
Issuance of shares | $ 575 | $ 24,425 | $ 25,000 | |||||||
Issuance of shares (in shares) | 5,750,000 | |||||||||
Accretion of Class A ordinary shares to redemption amount | (24,425) | (26,643,676) | (26,668,101) | |||||||
Net loss | (12,971,424) | (12,971,424) | ||||||||
Balance at the end at Dec. 31, 2020 | $ 0 | $ 575 | $ 0 | (39,615,100) | (39,614,525) | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 5,750,000 | ||||||||
Issuance of shares | $ 65,000 | |||||||||
Accretion of Class A ordinary shares to redemption amount | (25,000) | (25,000) | ||||||||
Net loss | 3,202,748 | $ (102,493,000) | 3,202,748 | (102,493,000) | ||||||
Balance at the end at Dec. 31, 2021 | $ 575 | $ (36,437,352) | $ (36,436,777) | 66,258,000 | ||||||
Balance at the end (in shares) at Dec. 31, 2021 | 5,750,000 | |||||||||
Issuance of shares | 0 | |||||||||
Net loss | (25,914,000) | |||||||||
Balance at the end at Dec. 31, 2022 | $ 114,679,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ (141,573,000) | $ (102,493,000) | $ (88,387,000) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | (12,148,000) | 0 | 0 | |
Changes in operating assets and liabilities: | ||||
Net cash used in operating activities | (148,609,000) | (99,162,000) | (47,235,000) | |
Cash Flows from Investing Activities | ||||
Net cash used in investing activities | (52,332,000) | (1,952,000) | (3,526,000) | |
Cash Flows from Financing Activities: | ||||
Net cash provided by financing activities | 368,064,000 | 173,344,000 | 38,494,000 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 167,123,000 | 72,230,000 | (12,267,000) | |
Beginning of period | 77,094,000 | 4,864,000 | 17,131,000 | |
End of period | $ 4,864,000 | 244,217,000 | 77,094,000 | 4,864,000 |
SPRING VALLEY ACQUISITION CORP | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (12,971,424) | 3,202,748 | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | 12,110,000 | (4,511,000) | ||
Offering costs allocated to derivative warrant liabilities | 749,253 | |||
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | |||
Income from investments held in Trust Account | (1,973) | (18,965) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (237,088) | 135,895 | ||
Accounts payable | 305,022 | |||
Accrued expenses | (9,934) | |||
Net cash used in operating activities | (346,232) | (896,234) | ||
Cash Flows from Investing Activities | ||||
Cash deposited in Trust Account | (232,300,000) | |||
Net cash used in investing activities | (232,300,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid and reimbursements | 226,150,000 | |||
Proceeds from sale of Private Placement Warrants | 8,900,000 | |||
Repayment of promissory note - related party | (124,826) | |||
Payment of offering costs | (372,594) | (25,000) | ||
Net cash provided by financing activities | 234,552,580 | (25,000) | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,906,348 | (921,234) | ||
Beginning of period | $ 985,114 | 1,906,348 | ||
End of period | 1,906,348 | $ 985,114 | $ 1,906,348 | |
Supplemental disclosure of noncash financing activities: | ||||
Warrant liabilities in connection with initial public offering | 22,529,000 | |||
Deferred underwriting fee payable | 8,050,000 | |||
Accrued offering costs | 49,934 | |||
Offering costs paid by Sponsor in exchange for Founder Shares | 20,000 | |||
Offering costs paid directly through note payable | $ 124,826 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations | 1. The Compan y Organization NuScale Corp (“NuScale” or the “Company”) is incorporated under the laws of the state of Delaware. The Company is the primary beneficiary of NuScale LLC, a variable interest entity, and all activity of NuScale LLC and the Company are consolidated herein. NuScale LLC is a limited liability company organized in the State of Oregon in 2011. The Company is majority owned by Fluor Enterprises, Inc., a subsidiary of Fluor. Operations The Company is commercializing a modular, scalable 77 megawatt (gross) electric Light Water Reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University. The Company also uses the test facility at OSU through a technology transfer agreement. The following represents key milestones in the development of this technology: ● December 2016: DCA completed ● January 2017: DCA submitted to the NRC ● March 2017: DCA accepted for review by the NRC ● August 2020: NRC issued the Final Safety Evaluation Report (“FSER”) The FSER represents the NRC’s completion of its technical review and approval of the NuScale SMR design. With this final phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NuScale design. All the Company’s operations and long-lived assets were attributable to operations in the United States as of and for the years ended December 31, 2022, 2021 and 2020. U.S. Department of Energy Funding Beginning in 2014, the U.S. DOE has provided critical funding to NuScale through a series of cooperative agreements which support ongoing commercialization activities. The agreements which were active during 2022, 2021 and 2020 are discussed below. U.S. Department of Energy NuScale SMR FOAK Nuclear Demonstration Readiness Project Completion (Award 8928) In February 2020, the Company was awarded up to $350,000 under “SMR FOAK Nuclear Demonstration Readiness Project Completion” (“Award 8928”). This program is expected to complete all remaining licensing activities, first-of-a-kind engineering, supply chain development, testing and other required activities to have the NuScale SMR ready to enable timely client project deployment. The award consisted of NuScale cost share of $350,000 (50%) and the government cost share of $350,000 (50%). NuScale was permitted to request reimbursement of 73% of its program costs from August 2019 through September 2020. Because the government’s cost share of total program funds must be no more than 50% over the duration of the 5 years award, 23% of the reimbursement requests made for the August 2019 through September 2020 costs were deferred and recognized as a liability in the accompanying balance sheet. At December 31, 2021, $10,237 of deferred DOE cost share is netted in related DOE accounts receivable due to a right of offset. No amounts were eligible to be offset at December 31, 2022. These deferred reimbursement costs were recognized as reimbursement requests were made at less than 50%. The DOE obligated a total of $233,000 to date, of which $225,000 was collected, through December 31, 2022. U.S. Department of Energy Carbon Free Power Project Award (Award 8369) In April 2015, the Company was awarded an Assistance Agreement, “Site Permitting and Licensing of the NuScale Small Modular Reactor”. Utah Associated Municipal Power Systems was identified as a sub-recipient under the Carbon Free Power Project (“CFPP”) award. UAMPS is considering developing, constructing and owning a 462 MWe (gross) nuclear powered energy center using NuScale’s SMR technology. The CFPP award consisted of DOE cost share of $16,617 (50%) and NuScale and UAMPS cost share of $16,617 (50%) to facilitate site permitting and related licensing activities. In January 2019 the DOE renewed the award extending the period of performance through December 2023 and increasing the total amount of the award to $126,694. The cost sharing percentages remained at DOE cost share of 50% and NuScale and UAMPS cost share of 50% of the total award. This award was later amended to consist of DOE cost share of $8,250 (50%) and NuScale and UAMPS cost share of $8,250 (50%). Cumulative cash received through December 31, 2021 was $7,451, with an additional $70 obligated and included in accounts receivable. The remaining $729 was paid by the DOE to a third party, in accordance with the Award, for services provided. The period of performance under this award ended October 31, 2021 due to UAMPS applying as prime recipient for Award 8935. NuScale has no cost share under Award 8935. Subsequently, an “Agreement for a Cost Sharing Option Associated with the Siting and Licensing of a Small Modular Reactor” and a “Subaward Agreement between the Company and UAMPS” were executed in December 2015. These agreements were subsequently amended various times. Under these amended agreements, NuScale will reimburse UAMPS 25% of the UAMPS project costs associated with the CFPP award up to a maximum of $4,100. Under the amended agreements, when UAMPS submits the combined construction and operating license application, it will pay NuScale an amount equal to the sum of all CFPP project costs reimbursed by NuScale. Upon such payment, UAMPS will assume full ownership interest in all project assets free of any claim by NuScale. As described more thoroughly in note 16, we entered into a DCRA with Carbon Free Power Project, LLC (“CFPP LLC”). Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs. As of December 31, 2022 the net development costs incurred by UAMPS totaled $17,834. Further the DCRA requires we have credit support for these costs, resulting in NuScale obtaining a letter of credit in the amount of $26,000. | |
SPRING VALLEY ACQUISITION CORP | ||
Description of Organization and Business Operations | Note 1 Description of Organization and Business Operations Spring Valley Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, searching for a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Spring Valley Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 4. Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering in November 2020. Offering costs amounting to $12,492,354 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $592,354 of other offering costs, offset by $750,000 in reimbursement received from underwriters) were incurred, of which $749,253 were allocated to warrants and expensed and $11,743,101 were allocated against the Class A shares. Following the closing of the Initial Public Offering, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting commission and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, for an amount equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will initially have until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board of directors if requested by the Sponsor, extend the initial period of time to consummate a Business Combination one time, by an additional six months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.10 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern Considerations As of December 31, 2021, the Company we had approximately $985,000 of cash held outside of the Trust Account and working capital of approximately $0.7 million. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022, to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these consolidated financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 27, 2022. Proposed Business Combination — NuScale Power, LLC On December 13, 2021, the Company, Spring Valley Merger Sub, LLC, an Oregon limited liability company and wholly owned subsidiary (“Merger Sub”), and NuScale Power, LLC, an Oregon limited liability company (the “NuScale”), entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which, subject to obtaining the Acquiror Stockholder Approvals (as defined in the Merger Agreement), (i) Spring Valley will domesticate as a corporation in the State of Delaware and (ii) Merger Sub will be merged with and into NuScale (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with NuScale being the surviving entity following the Merger (the “Surviving Company”). Following the Merger, Spring Valley will be renamed NuScale Power Corporation and is expected to trade on The Nasdaq Stock Market LLC under the ticker “SMR”. After the closing of the Merger, NuScale, as the Surviving Company, will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in a customary “Up-C” holding structure. Refer to the Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 and January 4, 2022 for additional information. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the SEC. Principles of Consolidation The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash and cash equivalents as of December 31, 2021 and 2020, respectively. Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 10 for further discussion of the methodology used to determine the value of the Warrants. Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 22,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. A reconciliation of net income (loss) per ordinary share is as follows: Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Initial Public Offering | Note 3 Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions_2
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | 15. Related Party Transactions From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the years ended December 31, 2022, 2021 and 2020, NuScale incurred expenses for services by Fluor of $31,289, $18,113 and $4,452, respectively. As of December 31, 2022 and 2021, NuScale owes Fluor, as accounts payable and accrued expenses on the consolidated balance sheet, amounts totaling $7,694 and $3,731, respectively. For the years ended December 31, 2022 and 2021, NuScale earned revenue of $8,550 and $1,553, respectively, with no revenue earned in 2020. As of December 31, 2022 and 2021 Fluor owes NuScale $1,508 and $612, respectively, amounts which are included in accounts and other receivables on the consolidated balance sheet. For 2022, revenue earned from Fluor accounted for 72.4% of total revenue. | |
SPRING VALLEY ACQUISITION CORP | ||
Related Party Transactions | Note 5 Related Party Transactions Founder Shares On August 21, 2020, the Sponsor paid $25,000 to the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s directors (120,000 shares in total). On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 30 Administrative Support Agreement Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020, $120,000 and $0, respectively, has been expensed related to the agreement. As of December 31, 2021, the Company had accrued $40,000, for services in connection with such agreement on the accompanying consolidated balance sheets. There was no outstanding balance under this agreement as of December 31, 2020. Promissory Note — Related Party On August 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. As of December 31, 2021 and 2020, there is no outstanding amounts under the Promissory Note. Subsequent to the repayment, the facility was no longer available to the Company. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | 16. 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. These legal proceedings relate to the level of disclosure of matters prior to the Transaction, which the Company believes were timely addressed well before the Transaction. We do not believe that any of the claims are material to the Company. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. On September 19, 2022, thirteen purported members of NuScale LLC filed suit in the U.S. District Court for the District of Oregon against NuScale LLC, Fluor Enterprises, Japan NuScale Innovation, Inc., and Sargent & Lundy Holdings, LLC. The plaintiffs purport to represent a class of individuals who held common units or options to purchase common units in NuScale LLC and seek declaratory relief and damages based on breach of contract and other common law claims. The claims are based on amendments to the operating agreement of NuScale LLC in connection with the Merger between NuScale LLC and Spring Valley Acquisition Corp. Plaintiffs claim that such amendments required the consent of holders of common units in NuScale LLC voting as a separate class. NuScale LLC’s response to the complaint was filed on November 21, 2022. Plaintiffs’ reply was filed on January 17, 2023. While no assurance can be given as to the ultimate outcome of this matter, we do not believe it is probable that a loss will be incurred and we have not recorded any liability as a result of these actions. In conjunction with DOE Office of Nuclear Energy Award DE-NE0008935 with Utah Associated Municipal Power Systems’ (“UAMPS”) wholly owned subsidiary, Carbon Free Power Project, LLC (“CFPP LLC”), we entered into a 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. As of March 7, 2023, when we entered into Amendment 3 of the DCRA and the Long Lead Material Reimbursement Agreement with CFPP LLC, the maximum reimbursement based on the current stage of project development is $81,000. As of December 31, 2022 the net development costs incurred by UAMPS totaled $17,834. Under this agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of these net development costs. This letter of credit is updated quarterly based on an agreed upon forecasted estimate of net development costs. A stipulation of attaining the letter of credit is for the Company to segregate funds from the operating bank accounts as collateral for the letter of credit. This account is identified as restricted cash in the amount of $26,532, on the accompanying consolidated balance sheet and acts as collateral for the $26,000 letter of credit outstanding at December 31, 2022. In December 2022, NuScale and Fluor provided CFPP LLC with the results of an economic competitiveness test (“ECT”) comparing the calculated LCOE for CFPP with the price target of $58.00/MWh as provided for under the amended DCRA. The LCOE exceeded the price target, meaning there was an ECT Failure. As a result of the ECT Failure UAMPS Members participating in the CFPP were given the opportunity to exit the Project. CFPP LLC had until March 1, 2023, to deliver notice that it intended to terminate its participation in the Project. If CFPP LLC had issued notice that it intended to terminate its participation in the Project by March 1, 2023, the Company could have been liable to pay CFPP LLC approximately $17.8 million and would then have had the option to take over the Project assets and continue to develop CFPP. However, on March 1, 2023, UAMPS notified NuScale that sufficient Project Participants have opted to continue with CFPP development notwithstanding the ETC failure. The next ECT is scheduled to be run in conjunction with the submission of the Class 2 PCE. | |
SPRING VALLEY ACQUISITION CORP | ||
Commitments and Contingencies | Note 6 — Commitments And Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders’ Rights Pursuant to a registration and Shareholders’ rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters reimbursed the Company an aggregate of $750,000 for costs incurred in connection with the Initial Public Offering. Anchor Investments Certain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “anchor investors”) purchased 1,980,000 Units each in the Initial Public Offering and the Company directed the underwriters to sell to the anchor investors such number of Units. Further, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which each such investor purchased membership interests in Holdco representing an indirect beneficial interest in up to 142,187 Founder Shares upon the closing of the Initial Public Offering for $495. Contingent Fees The Company entered into a contingent fee arrangement with one of the Company’s service providers in connection with the search for a prospective initial Business Combination. Per the arrangement, fees for services performed were contingent upon the closing of a Business Combination and therefore not included as liabilities on the accompanying balance sheets. As of December 31, 2021, these fees were approximately $4.0 million. There were no such fees outstanding under the arrangement as of December 31, 2020. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 23,000,000 Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (12,650,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,743,101) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 26,693,101 Class A ordinary shares subject to possible redemption $ 232,300,000 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Shareholders' Deficit | Note 8 Shareholders’ Deficit Preference Shares - Class A Ordinary Shares - Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Derivative Warrant Liabilities | Note 9 — Derivative Warrant Liabilities As of December 31, 2021 and 2020, the Company had 11,500,000 Public Warrants and 8,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | 6. Fair Value Measurement 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 December 31, 2022: (in thousands) Level 1 Level 2 Level 3 Total Warrant Liabilities: Public Warrants $ 15,198 $ — $ — $ 15,198 Private Placement Warrants — 14,151 — 14,151 Total Warrant Liabilities as of December 31, 2022 $ 15,198 $ 14,151 $ — $ 29,349 | |
SPRING VALLEY ACQUISITION CORP | ||
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: December 31, 2021 Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,320,939 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 14,375,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,774,000 December 31, 2020 Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,301,973 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 18,975,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,685,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the year ended December 31, 2021 there were no transfers to from Levels 1 2 3 2021. Level 1 instruments include investments in mutual funds invested in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the consolidated statements of operations in each period. The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. For the year ended December 31, 2021 Derivative warrant liabilities at January 1, 2021 $ 14,685,000 Change in fair value of derivative warrant liabilities 89,000 Derivative warrant liabilities at December 31, 2021 $ 14,774,000 For the period from August 20, 2020 (inception) through December 31, 2020 Derivative warrant liabilities at August 20, 2020 (inception) $ — Issuance of Public and Private Warrants 22,529,000 Transfer of Public Warrants to Level 1 (12,650,000) Change in fair value of derivative warrant liabilities 4,806,000 Derivative warrant liabilities at December 31, 2020 $ 14,685,000 The initial fair value of the Public and Private Placement Warrants, issued concurrently and in connection with the Initial Public Offering, has been estimated using a Least Squares Monte Carlo Model, which is considered to be a Level 3 fair value measurement. As the path-dependent nature of the redemption provisions does not apply to the Private Placement warrants, the Company estimated the fair value using a Least Square Monte Carlo Model framework with significant assumptions including the price of the Company’s ordinary shares, risk-free rate, volatility, and term to the Company’s initial business combination. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, As of December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied share price range (or underlying asset price) $ 10.03 $ 10.12 Volatility 26.60 % 21.0 % Term (years) 5.50 5.70 Risk-free rate 1.30 % 0.46 % Dividend yield 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that have not been disclosed in the consolidated financial statements. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Principles of Consolidation | 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 in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the Warrants and $1,566 of prepaid assets. All intercompany transactions have been eliminated upon consolidation. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. NuScale believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, depreciation, amortization, in-process research and development (“IPR&D”), asset valuations, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. | |
Income Taxes | 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 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 subject to U.S. federal income tax. As such, its net taxable income or loss and any related tax credits are allocated to its members. | |
Recent Accounting Standards | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the Financial Accounting Standards Board (“FASB”). There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current financial statements. | |
SPRING VALLEY ACQUISITION CORP | ||
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the SEC. | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash and cash equivalents as of December 31, 2021 and 2020, respectively. | |
Derivative Warrant Liability | Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 10 for further discussion of the methodology used to determine the value of the Warrants. | |
Class A Shares Subject to Possible Redemption | Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. | |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 22,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. A reconciliation of net income (loss) per ordinary share is as follows: Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of reconciliation of net loss per ordinary share | 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 2, 2022 to December 31, 2022, the period where the Company had Class A and Class B common stock outstanding. Class B common stock represents a right to cast one vote per share at the 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. May 2, 2022 Through December 31, 2022 Net loss attributable to Class A common stockholders (25,914) Weighted-average shares for basic and diluted loss per share 50,763,844 Basic and Diluted loss per share of Class A common stock $ (0.51) Anti-dilutive securities excluded from shares outstanding: Class B common shares 157,090,820 Stock options 12,224,783 Warrants 18,458,703 Time-based RSUs 2,140,651 Total 189,914,957 | |
SPRING VALLEY ACQUISITION CORP | ||
Schedule of reconciliation of net loss per ordinary share | Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SPRING VALLEY ACQUISITION CORP | |
Schedule of shares subject to possible redemption | Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (12,650,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,743,101) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 26,693,101 Class A ordinary shares subject to possible redemption $ 232,300,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - SPRING VALLEY ACQUISITION CORP | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: December 31, 2021 Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,320,939 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 14,375,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,774,000 December 31, 2020 Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,301,973 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 18,975,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,685,000 |
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. For the year ended December 31, 2021 Derivative warrant liabilities at January 1, 2021 $ 14,685,000 Change in fair value of derivative warrant liabilities 89,000 Derivative warrant liabilities at December 31, 2021 $ 14,774,000 For the period from August 20, 2020 (inception) through December 31, 2020 Derivative warrant liabilities at August 20, 2020 (inception) $ — Issuance of Public and Private Warrants 22,529,000 Transfer of Public Warrants to Level 1 (12,650,000) Change in fair value of derivative warrant liabilities 4,806,000 Derivative warrant liabilities at December 31, 2020 $ 14,685,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, As of December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied share price range (or underlying asset price) $ 10.03 $ 10.12 Volatility 26.60 % 21.0 % Term (years) 5.50 5.70 Risk-free rate 1.30 % 0.46 % Dividend yield 0.0 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - SPRING VALLEY ACQUISITION CORP | 4 Months Ended | 12 Months Ended | |||
May 27, 2022 USD ($) shares | Nov. 28, 2020 USD ($) $ / shares shares | Nov. 27, 2020 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placement Warrants | $ 8,900,000 | ||||
Offering costs | $ 12,492,354 | ||||
Underwriting commission | 3,800,000 | ||||
Deferred underwriters fee | 8,050,000 | ||||
Other offering costs | 592,354 | ||||
Reimbursement Received from Underwriters | $ 750,000 | ||||
Redemption limit percentage without prior consent | 15% | ||||
Redemption limit | 100 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||
Maximum allowed dissolution expenses | $ 100,000 | ||||
Cash held outside the trust account | 985,000 | ||||
Working Capital | 700,000 | ||||
Warrant [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering costs | $ 749,253 | ||||
Private Placement Warrant | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants | shares | 2,300,000 | ||||
Proceeds from sale of Private Placement Warrants | $ 2,300,000 | ||||
Condition for future business combination use of proceeds percentage | 80% | ||||
Condition For Future Business Combination Threshold Percentage Ownership | 50% | ||||
Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering costs | $ 11,743,101 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 23,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10.10 | ||||
Proceeds from issuance | $ 232,300,000 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 1 | ||||
Warrants | shares | 8,900,000 | 8,900,000 | |||
Proceeds from sale of Private Placement Warrants | $ 8,900,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 3,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance | $ 230,000,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Nov. 27, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | |
Temporary equity, shares outstanding | 6,000,000 | 0 | 6,000,000 | 6,000,000 | |||
SPRING VALLEY ACQUISITION CORP | |||||||
Unrecognized tax benefits | $ 0 | ||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | ||||||
Federal depository insurance coverage | $ 250,000 | ||||||
SPRING VALLEY ACQUISITION CORP | Common Class A [Member] | Private Placement Warrants | |||||||
Purchase of aggregate shares | 22,529,000 | ||||||
SPRING VALLEY ACQUISITION CORP | Class A Ordinary Shares Subject to Possible Redemption. | |||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
SPRING VALLEY ACQUISITION CORP | Class A Ordinary Shares Subject to Possible Redemption. | Initial Public Offering | |||||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) per share (Details) - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Denominator: | |||||
Basic (shares) | 50,763,844 | 50,763,844 | 0 | 0 | |
Weighted-average shares for diluted loss per share (shares) | 50,763,844 | 50,763,844 | 0 | 0 | |
Basic net income (loss) per ordinary share | $ (0.51) | $ (0.51) | $ 0 | $ 0 | |
Diluted net income (loss) per ordinary share | $ (0.51) | $ (0.51) | $ 0 | $ 0 | |
SPRING VALLEY ACQUISITION CORP | Common Class A [Member] | |||||
Numerator: | |||||
Allocation of net income (loss) | $ (6,978,778) | $ 2,562,198 | |||
Denominator: | |||||
Basic (shares) | 6,052,632 | 23,000,000 | |||
Weighted-average shares for diluted loss per share (shares) | 6,052,632 | 23,000,000 | |||
Basic net income (loss) per ordinary share | $ (1.15) | $ 0.11 | |||
Diluted net income (loss) per ordinary share | $ (1.15) | $ 0.11 | |||
SPRING VALLEY ACQUISITION CORP | Common Class B [Member] | |||||
Numerator: | |||||
Allocation of net income (loss) | $ (5,992,646) | $ 640,550 | |||
Denominator: | |||||
Basic (shares) | 5,197,368 | 5,750,000 | |||
Weighted-average shares for diluted loss per share (shares) | 5,197,368 | 5,750,000 | |||
Basic net income (loss) per ordinary share | $ (1.15) | $ 0.11 | |||
Diluted net income (loss) per ordinary share | $ (1.15) | $ 0.11 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Nov. 27, 2020 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
SPRING VALLEY ACQUISITION CORP | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
SPRING VALLEY ACQUISITION CORP | Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 23,000,000 | ||
Purchase price, per unit | $ 10.10 | ||
SPRING VALLEY ACQUISITION CORP | Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
SPRING VALLEY ACQUISITION CORP | Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,000,000 | ||
Purchase price, per unit | $ 10 | ||
Exercise price of warrants | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 4 Months Ended | ||||
Nov. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 27, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrants | $ 11.50 | ||||
SPRING VALLEY ACQUISITION CORP | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrant, proceeds | $ 8,900,000 | ||||
Shares per warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
SPRING VALLEY ACQUISITION CORP | Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrants | $ 11.50 | ||||
SPRING VALLEY ACQUISITION CORP | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Securities called by warrant | 8,900,000 | 8,900,000 | |||
Warrant, proceeds | $ 8,900,000 | ||||
Shares per warrant | 1 | ||||
Exercise price of warrants | $ 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Aug. 21, 2020 | Sep. 30, 2020 | Dec. 31, 2022 | May 03, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 22, 2020 | Aug. 31, 2020 | Aug. 22, 2020 | |
Related Party Transaction [Line Items] | ||||||||||
Consideration received | $ 235,000 | |||||||||
Shares issued | 23,700,002 | |||||||||
Total Shares (shares) | 236,754,948 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total Shares (shares) | 157,090,820 | |||||||||
SPRING VALLEY ACQUISITION CORP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20% | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | |||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | |||||||||
SPRING VALLEY ACQUISITION CORP | Director [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares transferred | 120,000 | |||||||||
SPRING VALLEY ACQUISITION CORP | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total Shares (shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||
SPRING VALLEY ACQUISITION CORP | Over-allotment option | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares subject to forfeiture | 750,000 | |||||||||
Shares no longer subject to forfeiture | 750,000 | |||||||||
SPRING VALLEY ACQUISITION CORP | Founder Shares | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||||
SPRING VALLEY ACQUISITION CORP | Sponsor | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consideration received | $ 25,000 | |||||||||
Shares issued | 7,187,500 | |||||||||
Number of shares surrender | 1,437,500 | |||||||||
Total Shares (shares) | 5,750,000 | |||||||||
SPRING VALLEY ACQUISITION CORP | Sponsor | Founder Shares | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||||
SPRING VALLEY ACQUISITION CORP | Beneficial Owner | Director [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares transferred | 40,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 4 Months Ended | 12 Months Ended | ||||||
Nov. 23, 2020 | Aug. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 27, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Exercise price of warrants | $ 11.50 | |||||||
SPRING VALLEY ACQUISITION CORP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accrued expenses | $ 49,934 | $ 40,000 | ||||||
Promissory note - related party | 0 | 0 | $ 0 | $ 0 | ||||
Repayment of promissory note - related party | 124,826 | |||||||
Exercise price of warrants | $ 11.50 | |||||||
SPRING VALLEY ACQUISITION CORP | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Face amount | $ 300,000 | |||||||
SPRING VALLEY ACQUISITION CORP | Administrative Support Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses incurred and paid | 0 | 120,000 | ||||||
Accrued expenses | 40,000 | |||||||
Outstanding balance of related party note | 0 | |||||||
Repayment of promissory note - related party | 0 | |||||||
SPRING VALLEY ACQUISITION CORP | Administrative Support Agreement | Affiliate | ||||||||
Related Party Transaction [Line Items] | ||||||||
Administrative expenses - related party | $ 10,000 | |||||||
SPRING VALLEY ACQUISITION CORP | Related Party Loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan conversion agreement warrant | $ 1,500,000 | |||||||
Exercise price of warrants | $ 1 | |||||||
Working capital Loans outstanding | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - SPRING VALLEY ACQUISITION CORP - USD ($) | 12 Months Ended | ||
Nov. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies | |||
Deferred fee per unit | $ 0.35 | ||
Deferred Offering Costs Noncurrent | $ 8,050,000 | $ 8,050,000 | |
Aggregate deferred underwriting fee payable | 750,000 | ||
Contingent Fees | $ 4,000,000 | $ 0 | |
Initial Public Offering | |||
Commitments And Contingencies | |||
Number of units issued | 23,000,000 | ||
Anchor investors | |||
Commitments And Contingencies | |||
Share price per share | $ 495 | ||
Indirect beneficial interest, shares | 142,187 | ||
Anchor investors | Initial Public Offering | |||
Commitments And Contingencies | |||
Number of units issued | 1,980,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | ||||
Temporary equity, shares outstanding | 6,000,000 | 0 | 6,000,000 | 6,000,000 |
Class A ordinary shares subject to possible redemption | $ 2,140,000 | $ 0 | $ 2,140,000 | $ 2,140,000 |
SPRING VALLEY ACQUISITION CORP | ||||
Temporary Equity [Line Items] | ||||
Class A ordinary shares subject to possible redemption | $ 232,300,000 | $ 232,300,000 | ||
SPRING VALLEY ACQUISITION CORP | Class A Ordinary Shares Subject to Redemption | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized | 300,000,000 | 300,000,000 | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | ||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | ||
Gross proceeds from Initial Public Offering | $ 230,000,000 | |||
Fair value of Public Warrants at issuance | (12,650,000) | |||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (11,743,101) | |||
Accretion on Class A ordinary shares subject to possible redemption amount | 26,693,101 | |||
Class A ordinary shares subject to possible redemption | $ 232,300,000 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - SPRING VALLEY ACQUISITION CORP - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | May 03, 2022 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||||
Total Shares (shares) | 236,754,948 | ||||||
Temporary equity, shares outstanding | 6,000,000 | 6,000,000 | 0 | 6,000,000 | |||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized | 332,000,000 | ||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued | 69,353,019 | ||||||
Total Shares (shares) | 69,353,019 | ||||||
Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized | 179,000,000 | ||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued | 157,090,820 | ||||||
Total Shares (shares) | 157,090,820 | ||||||
SPRING VALLEY ACQUISITION CORP | Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Voting Rights | one | one | one | one | |||
Common shares, shares issued | 0 | 0 | 0 | 0 | |||
Total Shares (shares) | 0 | 0 | 0 | 0 | |||
SPRING VALLEY ACQUISITION CORP | Class A Ordinary Shares Subject to Possible Redemption. | |||||||
Class of Stock [Line Items] | |||||||
Class A common stock subject to possible redemption, issued (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |||
SPRING VALLEY ACQUISITION CORP | Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Voting Rights | one | one | one | one | |||
Common shares, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||
Total Shares (shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||
Aggregated shares issued upon converted basis (in percent) | 20% | 20% | 20% | 20% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 12 Months Ended | ||
Dec. 31, 2021 D $ / shares shares | Dec. 31, 2022 | Dec. 31, 2020 shares | |
Class of Warrant or Right [Line Items] | |||
Public Warrants expiration term | 5 years | ||
SPRING VALLEY ACQUISITION CORP | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 20 days | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
SPRING VALLEY ACQUISITION CORP | Private Placement Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | shares | 8,900,000 | 8,900,000 | |
SPRING VALLEY ACQUISITION CORP | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise period condition one | P30D | ||
Warrant exercise period condition two | P1Y | ||
Public Warrants expiration term | 5 years | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 9.20 | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | ||
Trading period after business combination used to measure dilution of warrant | D | 20 | ||
Warrant exercise price adjustment multiple | 115 | ||
Warrant redemption price adjustment multiple | 180 | ||
Restrictions on transfer period of time after business combination completion | 30 days | ||
Number of warrants outstanding | shares | 11,500,000 | 11,500,000 | |
SPRING VALLEY ACQUISITION CORP | Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | ||
SPRING VALLEY ACQUISITION CORP | Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 10 | ||
Warrant redemption condition minimum share price scenario two | 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | ||
SPRING VALLEY ACQUISITION CORP | Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Less Than 18.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days |
Fair Value Measurements - compa
Fair Value Measurements - company's financial assets and liabilities that are measured at fair value on a recurring basis (Details) - SPRING VALLEY ACQUISITION CORP - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account - Mutual funds | $ 232,320,939 | $ 232,301,973 |
Private Placement Warrant | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative Warrant Liabilities, Fair Value Disclosure | 14,375,000 | 18,975,000 |
Private Placement Warrant | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative Warrant Liabilities, Fair Value Disclosure | $ 14,774,000 | $ 14,685,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the fair value of the derivative warrant liabilities (Details) - SPRING VALLEY ACQUISITION CORP - Fair Value, Inputs, Level 3 [Member] - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities at the beginning | $ 0 | $ 14,685,000 |
Issuance of Public and Private Warrants | 22,529,000 | |
Transfer of Public Warrants to Level 1 | (12,650,000) | |
Change in fair value of derivative warrant liabilities | 4,806,000 | 89,000 |
Derivative warrant liabilities at the end | $ 14,685,000 | $ 14,774,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) - SPRING VALLEY ACQUISITION CORP | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair value assets, Transfers from Level 1 to Level 2 | $ 0 |
Fair value assets, Transfers from Level 2 to Level 1 | 0 |
Fair value assets, Transfers into Level 3 | 0 |
Transfers out of Level 3 | 0 |
Fair value liabilities, Transfers from Level 1 to Level 2 | 0 |
Fair value liabilities, Transfers from Level 2 to Level 1 | 0 |
Fair value liabilities, Transfers into Level 3 | 0 |
Transfers out of Level 3 | $ 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 fair value measurements (Details) - SPRING VALLEY ACQUISITION CORP - Fair Value, Inputs, Level 3 [Member] | Dec. 31, 2021 | Dec. 31, 2020 |
Exercise price | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
IPO Price | ||
Derivative Liability, Measurement Input | 10 | 10 |
Implied Stock Price Range | ||
Derivative Liability, Measurement Input | 10.03 | 10.12 |
Volatility | ||
Derivative Liability, Measurement Input | 26.60 | 21 |
Term | ||
Derivative Liability, Measurement Input | 5.50 | 5.70 |
Risk-free rate | ||
Derivative Liability, Measurement Input | 1.30 | 0.46 |
Dividend Yield | ||
Derivative Liability, Measurement Input | 0 | 0 |