| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
NUSCALE POWER Corp (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
67079K100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 67079K100 |
| 1 | Names of Reporting Persons DS Private Equity Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization KOREA, REPUBLIC OF | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,690,720.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.65 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) The percentage ownership interest in row (11) is determined based on 101,097,113 shares of Class A Common Stock of NuScale Power Corporation (the Issuer) outstanding as of November 4, 2024, as reported in the Issuers Form 10-Q filed on November 8, 2024.
SCHEDULE 13G |
| CUSIP No. | 67079K100 |
| 1 | Names of Reporting Persons DS Asset Management Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization KOREA, REPUBLIC OF | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) The percentage ownership interest in row (11) is determined based on 101,097,113 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as reported in the Issuers Form 10-Q filed on November 8, 2024.
SCHEDULE 13G |
| CUSIP No. | 67079K100 |
| 1 | Names of Reporting Persons Dok Soo Jang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization KOREA, REPUBLIC OF | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,690,720.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.65 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
Comment for Type of Reporting Person:
(1) The percentage ownership interest in row (11) is determined based on 101,097,113 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as reported in the Issuers Form 10-Q filed on November 8, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: NUSCALE POWER Corp | |
| (b) | Address of issuer's principal executive
offices: 6650 SW Redwood Lane, Suite 210, Portland, Oregon, 97224 | |
| Item 2. | ||
| (a) | Name of person filing: This Amendment No. 2 on Schedule 13G/A (this Schedule 13G/A) to the statement on Schedule 13G filed on May 13, 2022 (the Schedule 13G), as amended by Amendment No. 1 filed on December 31, 2022, is being filed by DS Private Equity Co., Ltd., a corporation organized under the laws of the Republic of Korea (DS Private Equity), DS Asset Management Co., Ltd., a corporation organized under the laws of the Republic of Korea (DS Asset Management), and Dok Soo Jang. Mr. Jang owns 60% of DS Private Equity and 87.6% of DS Asset Management. | |
| (b) | Address or principal business office or, if
none, residence: DS Private Equity
One International Finance Centre - 14th Floor
10, Gukjegeumyung-ro, Yeongdeungpo-gu
Seoul 07326, Republic of Korea
DS Asset Management
One International Finance Centre - 14th Floor
10, Gukjegeumyung-ro, Yeongdeungpo-gu
Seoul 07326, Republic of Korea
Dok Soo Jang
c/o DS Private Equity Co., Ltd.
One International Finance Centre - 14th Floor
10, Gukjegeumyung-ro, Yeongdeungpo-gu
Seoul 07326, Republic of Korea | |
| (c) | Citizenship: DS Private Equity - a corporation organized under the laws of the Republic of Korea
DS Asset Management - a corporation organized under the laws of the Republic of Korea
Dok Soo Jang - Republic of Korea | |
| (d) | Title of class of securities: Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.: 67079K100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: DS Private Equity - 3,690,720 shares of Class A Common Stock
DS Asset Management - 0 shares of Class A Common Stock
Dok Soo Jang - 3,690,720 shares of Class A Common Stock | |
| (b) | Percent of class: DS Private Equity - 3.65%*
DS Asset Management - 0%*
Dok Soo Jang - 3.65* % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: DS Private Equity - 0
DS Asset Management - 0
Dok Soo Jang - 0 | ||
| (ii) Shared power to vote or to direct the
vote: DS Private Equity - 3,690,720 shares
DS Asset Management - 0
Dok Soo Jang - 3,690,720 shares | ||
| (iii) Sole power to dispose or to direct the
disposition of: DS Private Equity - 0
DS Asset Management - 0
Dok Soo Jang - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: DS Private Equity - 3,690,720 shares
DS Asset Management - 0
Dok Soo Jang - 3,690,720 shares
* The percentage ownership interest is determined based on 101,097,113 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as reported in the Issuer's Form 10-Q filed on November 8, 2024.
Each of DS Asset Management and Mr. Jang disclaim beneficial ownership of the reported shares of Class A Common Stock held by DS Private Equity and each of DS Private Equity and Mr. Jang disclaim beneficial ownership of the reported shares of Class A Common Stock held by DS Asset Management, except in each case, to the extent of its or his pecuniary interest therein. Mr. Jang owns 60% of DS Private Equity and 87.6% of DS Asset Management and by virtue of these relationships, DS Private Equity, DS Asset Management and Mr. Jang (the "Reporting Persons") may be deemed to have shared voting and dispositive power with respect to the shares of Class A Common Stock reported in this Schedule 13G/A. The filing of this Schedule 13G/A shall not be deemed an admission that the Reporting Persons are beneficial owners of the shares of Class A Common Stock for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
During the calendar year ended December 31, 2024, DS Private Equity completed the following sales of Class A common stock:
Shares Sold Transaction Date
90,000 05-Jul-2024
789,339 19-Nov-2024
39,941 26-Nov-2024
600,000 29-Nov-2024
During the calendar year ended December 31, 2024, DS Asset Management completed the following sales of Class A common stock:
Shares Sold Transaction Date
2,864 19-Mar-2024
100,000 25-Jun-2024
100,000 26-Jun-2024
56,000 12-Jul-2024
90,000 12-Sep-2024
100,000 13-Sep-2024
250,000 17-Oct-2024
245,792 18-Oct-2024
250,000 24-Oct-2024
100,000 25-Oct-2024
195,000 28-Oct-2024
150,000 29-Oct-2024
300,000 04-Nov-2024
100,000 22-Nov-2024
130,000 26-Nov-2024
70,000 27-Nov-2024
50,000 29-Nov-2024
200,000 02-Dec-2024 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit A Joint Filing Agreement, dated as of May 13, 2022, filed as Exhibit A to the Schedule 13G, is incorporated herein by reference.
https://www.sec.gov/Archives/edgar/data/1822966/000114036122019137/brhc10037608_sc13g.htm |