NuScale Power (SMR) 10-Q 11 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 02, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-04321
Entity Registrant Name	NUSCALE POWER CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1588588
Entity Address, Address Line One	6650 SW Redwood Ln Suite 210
Entity Address, City or Town	Portland
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97224
City Area Code	971)
Local Phone Number	371-1592
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001822966
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Amendment Flag	false
Document Fiscal Period Focus	Q2
Class A
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	SMR
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		42,494,708
Class B
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		178,396,711
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	SMR.WS
Security Exchange Name	NYSE
Former Address
Entity Information [Line Items]
Entity Address, Address Line One	2100 McKinney Ave.
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Information, Former Legal or Registered Name	Spring Valley Acquisition Corp.
Entity Address, Address Line Two	Suite 1675

Condensed Consolidated Balance

Condensed Consolidated Balance Sheet - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 350,823	$ 77,094
Prepaid expenses	7,670	4,147
Accounts receivable	15,001	4,833
Total current assets	373,494	86,074
Property, plant and equipment, net	5,325	4,960
In-process research and development	16,900	16,900
Intangible assets, net	1,148	1,236
Goodwill	8,255	8,255
Other assets	2,109	3,772
Total assets	407,231	121,197
Current liabilities
Accounts payable and accrued expenses	24,135	22,375
Accrued compensation	5,647	10,552
Convertible notes payable	0	14,041
Other accrued liabilities	657	1,440
Total current liabilities	30,439	48,408
Warrant liabilities	41,412	0
Noncurrent liabilities	2,848	2,976
Deferred revenue	794	1,415
Total liabilities	75,493	52,799
Mezzanine equity	0	2,140
Stockholders’ Equity
Convertible preferred units		819,694
Common units		28,184
Additional paid-in capital	221,379
Accumulated deficit	(158,771)	(781,620)
Total Stockholders’ Equity Excluding Noncontrolling Interests		66,258
Total Stockholders’ Equity Excluding Noncontrolling Interests	62,630
Noncontrolling interests	269,108
Total Stockholders' Equity	331,738
Total Liabilities, Mezzanine Equity and Stockholders' Equity	407,231	$ 121,197
Class A
Stockholders’ Equity
Common stock, value, issued	4
Class B
Stockholders’ Equity
Common stock, value, issued	$ 18

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 2,749	$ 372	$ 5,194	$ 1,036
Cost of sales	(1,739)	(245)	(2,944)	(651)
Gross margin	1,010	127	2,250	385
Research and development expenses	28,628	20,900	53,008	39,651
General and administrative expenses	15,443	10,893	25,963	18,838
Other expenses	9,605	9,280	19,793	19,301
Loss from operations	(52,666)	(40,946)	(96,514)	(77,405)
Department of Energy cost share	25,177	16,833	45,639	31,569
Change in fair value of warrant liabilities	6,120	0	6,120	0
Other cost share (interest expense)	(11)	(566)	2	(1,509)
Loss before income taxes	(21,380)	(24,679)	(44,753)	(47,345)
Provision (benefit) for income taxes	0	0	0	0
Net loss	(21,380)	(24,679)	(44,753)	(47,345)
Net loss attributable to legacy NuScale LLC holders prior to Transaction	(7,782)	0	(31,155)	0
Net loss attributable to noncontrolling interests	(11,005)	0	(11,005)	0
Net Loss Attributable to Class A Common Stockholders	$ (2,593)	$ (24,679)	$ (2,593)	$ (47,345)
Loss per Share of Class A Common Stock:
Basic (usd per share)	$ (0.06)	$ 0	$ (0.06)	$ 0
Diluted (usd per share)	$ (0.06)	$ 0	$ (0.06)	$ 0
Weighted-Average Shares of Class A Common Stock Outstanding:
Basic (shares)	42,028,341	0	42,028,341	0
Weighted-average shares for diluted loss per share (shares)	42,028,341	0	42,028,341	0

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands	Total	Class A	Class B	Convertible Preferred Units	Common Units	Common Stock Class A	Common Stock Class B	Additional Paid-in Capital	Accumulated Deficit	Noncontrolling Interests
Beginning balance (shares) at Dec. 31, 2020	6,000,000
Beginning balance at Dec. 31, 2020	$ 2,140
Ending balance (shares) at Jun. 30, 2021	6,000,000
Ending balance at Jun. 30, 2021	$ 2,140
Beginning balance (shares) at Dec. 31, 2020				542,729,000
Beginning balance at Dec. 31, 2020	(29,139)			$ 629,089	$ 20,899				$ (679,127)
Beginning balance (shares) at Dec. 31, 2020					5,492,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of convertible preferred units (shares)				48,490,000
Sale of convertible preferred units	98,540			$ 98,540
Issuance of convertible preferred units (shares)				20,000
Issuance of convertible preferred units	39			$ 39
Exercise of common unit options (shares)					2,624,000
Exercise of common unit options	394				$ 394
Issuance of treasury units/stock (shares)					66,000
Issuance of treasury units/stock	73				$ 73
Equity-based compensation expense	4,188				4,188
Net loss attributable to legacy NuScale LLC holders prior to Transaction	0
Net loss	(47,345)								(47,345)
Ending balance (shares) at Jun. 30, 2021				591,239,000
Ending balance at Jun. 30, 2021	$ 26,750			$ 727,668	$ 25,554				(726,472)
Ending balance (shares) at Jun. 30, 2021					8,182,000
Beginning balance (shares) at Mar. 31, 2021	6,000,000
Beginning balance at Mar. 31, 2021	$ 2,140
Ending balance (shares) at Jun. 30, 2021	6,000,000
Ending balance at Jun. 30, 2021	$ 2,140
Beginning balance (shares) at Mar. 31, 2021				563,843,000
Beginning balance at Mar. 31, 2021	(8,133)			$ 669,628	$ 24,032				(701,793)
Beginning balance (shares) at Mar. 31, 2021					5,529,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of convertible preferred units (shares)				27,396,000
Sale of convertible preferred units	58,040			$ 58,040
Issuance of convertible preferred units (shares)				0
Issuance of convertible preferred units	0			$ 0
Exercise of common unit options (shares)					2,587,000
Exercise of common unit options	383				$ 383
Issuance of treasury units/stock (shares)					66,000
Issuance of treasury units/stock	73				$ 73
Equity-based compensation expense	1,066				1,066
Net loss attributable to legacy NuScale LLC holders prior to Transaction	0
Net loss	(24,679)								(24,679)
Ending balance (shares) at Jun. 30, 2021				591,239,000
Ending balance at Jun. 30, 2021	$ 26,750			$ 727,668	$ 25,554				(726,472)
Ending balance (shares) at Jun. 30, 2021					8,182,000
Beginning balance (shares) at Dec. 31, 2021	6,000,000
Beginning balance at Dec. 31, 2021	$ 2,140
Increase (Decrease) in Temporary Equity [Roll Forward]
Reverse recapitalization, net (shares)	(6,000,000)
Reverse recapitalization, net	$ (2,140)
Ending balance (shares) at Jun. 30, 2022	0
Ending balance at Jun. 30, 2022	$ 0
Beginning balance (shares) at Dec. 31, 2021				633,261,000
Beginning balance at Dec. 31, 2021	$ 66,258			$ 819,694	$ 28,184			$ 0	(781,620)	$ 0
Beginning balance (shares) at Dec. 31, 2021					9,074,000
Beginning balance (shares) at Dec. 31, 2021		42,028,341	178,396,711
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common unit options (shares)	775,094				3,764,000
Exercise of common unit options	$ 847				$ 847
Repurchase of common units (shares)					(358,000)
Repurchase of common units	(566)				$ (566)
Issuance of treasury units/stock (shares)					12,000
Issuance of treasury units/stock	20				$ 20
Conversion of equity award to liability award	(50)				(50)
Equity-based compensation expense	2,132				$ 1,359			773
Reverse recapitalization, net (shares)				(633,261,000)	(12,492,000)	42,028,000	178,397,000
Reverse recapitalization, net	307,850			$ (819,694)	$ (29,794)	$ 4	$ 18	220,606	656,597	280,113
Net loss attributable to legacy NuScale LLC holders prior to Transaction	(31,155)								(31,155)
Net loss after the Transaction	(13,598)								(2,593)	(11,005)
Net loss	(44,753)
Ending balance (shares) at Jun. 30, 2022				0
Ending balance at Jun. 30, 2022				$ 0	$ 0
Ending balance (shares) at Jun. 30, 2022					0
Ending balance (shares) at Jun. 30, 2022		42,028,341	178,396,711			42,028,000	178,397,000
Ending balance at Jun. 30, 2022	62,630
Ending balance at Jun. 30, 2022	$ 331,738					$ 4	$ 18	221,379	(158,771)	269,108
Beginning balance (shares) at Mar. 31, 2022	6,000,000
Beginning balance at Mar. 31, 2022	$ 2,140
Increase (Decrease) in Temporary Equity [Roll Forward]
Reverse recapitalization, net (shares)	(6,000,000)
Reverse recapitalization, net	$ (2,140)
Ending balance (shares) at Jun. 30, 2022	0
Ending balance at Jun. 30, 2022	$ 0
Beginning balance (shares) at Mar. 31, 2022				633,261,000
Beginning balance at Mar. 31, 2022				$ 819,694	$ 29,082
Beginning balance (shares) at Mar. 31, 2022					11,671,000
Beginning balance (shares) at Mar. 31, 2022						0	0
Beginning balance at Mar. 31, 2022	43,783					$ 0	$ 0	0	(804,993)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common unit options (shares)					836,000
Exercise of common unit options	377				$ 377
Repurchase of common units (shares)					(15,000)
Repurchase of common units	(3)				$ (3)
Issuance of treasury units/stock (shares)					0
Issuance of treasury units/stock	0				$ 0
Conversion of equity award to liability award	0				0
Equity-based compensation expense	1,111				$ 338			773
Reverse recapitalization, net (shares)				(633,261,000)	(12,492,000)	42,028,000	178,397,000
Reverse recapitalization, net	307,850			$ (819,694)	$ (29,794)	$ 4	$ 18	220,606	656,597	280,113
Net loss attributable to legacy NuScale LLC holders prior to Transaction	(7,782)								(7,782)
Net loss after the Transaction	(13,598)								(2,593)	(11,005)
Net loss	(21,380)
Ending balance (shares) at Jun. 30, 2022				0
Ending balance at Jun. 30, 2022				$ 0	$ 0
Ending balance (shares) at Jun. 30, 2022					0
Ending balance (shares) at Jun. 30, 2022		42,028,341	178,396,711			42,028,000	178,397,000
Ending balance at Jun. 30, 2022	62,630
Ending balance at Jun. 30, 2022	$ 331,738					$ 4	$ 18	$ 221,379	$ (158,771)	$ 269,108

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
OPERATING CASH FLOW
Net loss	$ (44,753)	$ (47,345)
Adjustments to reconcile net loss to operating cash flow:
Depreciation	1,215	1,014
Amortization of intangibles	89	89
Equity-based compensation expense	2,132	4,188
Change in fair value of warrant liabilities	(6,120)	0
Net noncash change in right of use assets and lease liabilities	803	754
Changes in assets and liabilities:
Prepaid expenses and other assets	(2,597)	426
Accounts receivable	(10,168)	(7,728)
Accounts payable and accrued expenses	1,789	(555)
Lease liability	(812)	(896)
Deferred DOE cost share	(104)	426
Deferred revenue	(621)	65
Accrued compensation	(4,905)	(1,116)
Net cash used in operating activities	(64,052)	(50,678)
INVESTING CASH FLOW
Purchases of property, plant and equipment	(1,581)	(437)
Net cash used in investing activities	(1,581)	(437)
FINANCING CASH FLOW
Proceeds from Transaction, net	341,462	0
Payments of Transaction costs	(2,401)	0
Proceeds from debt issuance	0	27,200
Repayment of debt	0	(47,200)
Proceeds from sale of convertible preferred units	0	100,500
Proceeds from exercise of common unit options	847	394
Repurchase of common units	(566)	0
Issuance of treasury units	20	73
Net cash provided by financing activities	339,362	80,967
Net increase in cash and cash equivalents	273,729	29,852
Cash and Cash Equivalents [Abstract]
Beginning of period	77,094	4,864
End of period	350,823	34,716
Summary of noncash investing and financing activities:
Assumption of Transaction warrant liabilities	47,532	0
Debt converted to equity	14,181	0
Conversion of equity options to liability award	50	0
Conversion of accounts payable to convertible preferred units	0	39
Equity issuance fees	0	1,960
Supplemental disclosures of cash flow information:
Cash paid for interest	$ 0	$ 1,478

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common stock, par value (usd per share)		$ 0.0001
Common stock, shares authorized (shares)	332,000,000
Common stock, shares issued (shares)		42,028,341
Class A
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (shares)		332,000,000
Common stock, shares outstanding (shares)	42,028,341	42,028,341
Common stock, shares issued (shares)	42,028,341
Class B
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (shares)	179,000,000	179,000,000
Common stock, shares outstanding (shares)	178,396,711	178,396,711
Common stock, shares issued (shares)	178,396,711	178,396,711

Nature of Business

Nature of Business	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business Organization and Operations NuScale Power Corporation (“NuScale Corp” or the “Company”), is commercializing a modular, scalable 77 megawatt electric (gross) light water reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University. The Company is majority owned by Fluor Enterprises, Inc. (“Fluor”), a subsidiary of Fluor Corporation.

Merger Transaction

Merger Transaction	6 Months Ended
	Jun. 30, 2022
Reverse Recapitalization [Abstract]
Merger Transaction	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 (the “Surviving Company”), Spring Valley being renamed NuScale Power Corporation, and NuScale LLC continuing to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) was completed. The Transaction is shown as a reverse recapitalization under GAAP. Spring Valley is the acquired company, with NuScale LLC treated as the acquirer. This determination reflects Legacy NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp, and NuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although Spring Valley is the legal parent company, GAAP dictates that the financial statements of NuScale Corp will represent a continuation of NuScale LLC’s operations, with the Transaction being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Transaction with Spring Valley. The following table provides the historical cost of the assets and liabilities assumed as a result of the Transaction: Cash $ 341,462 Warrant liabilities (47,532) Total net assets $ 293,930 In connection with the Transaction, each Convertible Preferred Unit of the NuScale LLC was converted into common units using an exchange ratio, and each NuScale LLC common unit holder received a certain number of Surviving Company Class B common units and non-economic voting shares of NuScale Corp Class B common stock based on an exchange ratio. Holders of Surviving Company Class B common units have the right to exchange each Surviving Company Class B common unit they hold, together with the cancellation for no consideration of one share of NuScale Corp Class B common stock, par value $0.0001, for one share of NuScale Corp Class A common stock, par value $0.0001, (or cash), subject to certain restrictions. Further, in connection with the Merger Agreement, Spring Valley also entered into Subscription Agreements with PIPE Investors to purchase shares of NuScale Power Corporation Class A common stock. These investments were contingent on the closing of the Transaction. Additionally, $30,000 of these investments were contingent on the entry into definitive documents between the investor, Fluor Corporation and NuScale LLC with respect to certain ancillary commercial arrangements, which were satisfied in February 2022. As of June 30, 2022, these investors purchased 23,700,002 shares of Class A common stock for an aggregate amount of $235,000. Finally, in connection with the Transaction, the convertible loan held by Fluor, identified in the December 31, 2021 balance sheet as convertible note payable, was converted into 8,257,560 NuScale LLC Class B units in April 2022 (which then received Surviving Company common units and non-economic voting shares of NuScale Power Corporation Class B common stock). The Transaction resulted in NuScale LLC receiving cash in the amount of $341,462, consisting of $235,000 in PIPE funding and $145,525 in cash in trust, partially offset by transaction costs of $39,063. The following summarizes the Common Stock outstanding immediately following the Transaction, on May 3, 2022: Shares % Spring Valley Class A Shareholders 14,400,369 6.5 % Spring Valley Founders (B) 3,871,009 1.8 % Total Spring Valley 18,271,378 8.3 % Legacy NuScale Equityholders 178,396,711 81.0 % PIPE Shares 23,700,002 10.8 % Total Shares at Closing (excluding shares below) 220,368,091 100.0 % Remaining NuScale Consideration Shares - upon Exercise of NuScale Corp Options 14,742,933 Other - Earn Out Shares (A) 1,643,924 Total Shares 236,754,948 (A) Spring Valley Founders also receive “Earn Out Shares”, should certain criteria be met. Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the VWAP is greater than or equal to $14.00 per share. (B) Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors. Earn Out Shares The Company has excluded Earn Out Shares in the calculation of the ownership interests in NuScale LLC as the Earn Out Shares are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Transaction. To the extent these price thresholds are met, the Earn Out Shares will no longer be subject to forfeiture and the units will then be included in the calculation of the ownership interests in NuScale Corp. Warrants The Private Placement Warrants and the Public Warrants (collectively the “Warrants”) are included on the balance sheet as Warrant liabilities. We are required to measure the fair value of the Warrants at the end of each reporting period. See note 5 for the rights of the Warrant holders and note 6 for the valuation methodology. Tax Receivable Agreements Upon consummation of the Transaction, as part of the Up-C structure, substantially all of the assets of the combined company are held by NuScale LLC, and NuScale Corp’s only asset is its equity interest in NuScale LLC. NuScale Corp entered into a 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).

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under U.S. GAAP (“GAAP”), and therefore should be read in conjunction with the 2021 audited financial statements of NuScale LLC, and the notes thereto. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year. These financial statements are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the interim periods presented. Principles of Consolidation As part of the Transaction, NuScale Corp has been determined to be the primary beneficiary of NuScale Power, LLC (“NuScale LLC”), a variable interest entity (“VIE”). As the sole managing member of NuScale LLC, NuScale Corp, has both the power to direct the activities, and direct ownership to share in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying condensed consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the NuScale Corp Warrants. All significant intercompany transactions have been eliminated upon consolidation. Warrant Liability The Company 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 condensed 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 pertinent terms of the Warrants and note 6 for further discussion of the methodology used to determine the value of the Warrants. 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.

Noncontrolling Interests and Lo

Noncontrolling Interests and Loss Per Share	6 Months Ended
	Jun. 30, 2022
Noncontrolling Interest And Earnings Per Share [Abstract]
Noncontrolling Interests and Loss Per Share	Noncontrolling Interests 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 condensed 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 Power Corporation between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of June 30, 2022: June 30, 2022 % of Economic Interests NuScale Corp Class A common stock 42,028,341 19.1 % NuScale LLC Class B Units (NCI) 178,396,711 80.9 % 220,425,052 100.0 % The NCI may decrease according to the number of shares of Class B common stock and NuScale LLC Class B units that are exchanged for shares of Class A common stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of Class A common stock received in a contemporaneous equity issuance. The calculation of NCI is based on the net assets of NuScale Corp following the completion of the Transaction. Loss Per Share Prior to the Transaction, the membership structure of NuScale LLC included units that had profit interests. The Company analyzed the calculation of net loss per unit for periods prior to the Transaction and determined that it resulted in values that would not be meaningful to the readers of these financial statements. Therefore, net loss per unit information has not been presented for periods prior to May 2, 2022. As discussed in Note 2, the Company has issued Earn Out Shares, that are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with GAAP, Earn Out Shares are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earn Out Shares will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date their stock price thresholds are met and they are no longer subject to forfeiture. 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 derivative liabilities, to the extent the Company’s Warrants are dilutive. The following table sets forth the computation of basic and diluted net loss per share of Class A common stock and represents the period from May 3, 2022 to June 30, 2022, the period where the Company 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. Three Months Ended June 30, 2022 Net loss attributable to Class A common stockholders $ (2,593) Weighted-average shares for basic and diluted loss per share 42,028,341 Basic and Diluted loss per share of Class A common stock $ (0.06) Anti-dilutive securities excluded from shares outstanding: Class B common shares 178,396,711 Stock options and RSUs 14,742,933 Warrants 20,400,000 Earn Out 1,643,924 Total 215,183,568

Warrant Liabilities

Warrant Liabilities	6 Months Ended
	Jun. 30, 2022
Warrants and Rights Note Disclosure [Abstract]
Warrant Liabilities	Warrant Liabilities As of June 30, 2022, the Company had 11,500,000 Public Warrants and 8,900,000 Private Placement Warrants outstanding. Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants are currently exercisable and will expire five years from the date of the Transaction or earlier upon redemption or liquidation. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00 . The Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and • if the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders. If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 . The Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders; and • if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. If the Company calls the Public Warrants for redemption, as described above, the exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. Beginning with the 30th day following the Transaction, the Private Placement Warrants became almost identical to the Public Warrants underlying the Units sold in the Spring Valley Initial Public Offering. 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 Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
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 deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities. Our Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in fair value of the Warrants are recorded in the statement of operations each period. Due to the similarity of the features of the Public and Private Warrants, management has concluded that the price of the Public Warrants would be used in the valuation of the Private Placement Warrants. However, since the two types of Warrants are not identical and the Private Warrants are not actively traded, we have classified the Private Placement Warrants as Level 2, while the Public Warrants are classified as Level 1. The following table represents the Company’s financial liabilities measured at fair value on a recurring basis as of June 30, 2022: (in thousands) Level 1 Level 2 Level 3 Total Warrant Liabilities: Public Warrants $ 23,345 $ — $ — $ 23,345 Private Placement Warrants — 18,067 — 18,067 Total Warrant Liabilities as of June 30, 2022 $ 23,345 $ 18,067 $ — $ 41,412

Accounts Receivable

Accounts Receivable	6 Months Ended
	Jun. 30, 2022
Receivables [Abstract]
Accounts Receivable	Accounts ReceivableAccounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. At June 30, 2022 and December 31, 2021, accounts receivable are presented net of $1,776 and $10,237, respectively, of related deferred DOE cost share liabilities that have the right of offset. Reimbursement under the awards are included in Department of Energy Cost Share in the Statement of Operations.

Property, Plant and Equipment

Property, Plant and Equipment	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	Property, Plant and Equipment Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 7,082 5,638 Software 16,487 15,227 Test equipment 347 347 Leasehold improvements 2,689 2,689 26,778 24,074 Less: Accumulated depreciation (21,847) (20,632) Add: Assets under development 394 1,518 Net property, plant and equipment $ 5,325 $ 4,960

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Notes Payable	Notes Payable Convertible Note Payable In September 2011, NuScale entered into a convertible loan agreement with Fluor in the amount of $10,281 with an original maturity date of September 30, 2013, which was extended annually. 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. In April 2022, Fluor elected to convert all of its outstanding debt, totaling $14,181, into 8,257,560 NuScale LLC common units (which then received Surviving Company common units and non-economic voting shares of NuScale Corp Class B common stock) at a price per unit of $9.91, which is 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 with Fluor in the amount of $30,000. Fluor advanced the Company $27,200 under this agreement all of which was repaid in June 2021. This Line of Credit Promissory Note expired at December 31, 2021.

Employee Benefits

Employee Benefits	6 Months Ended
	Jun. 30, 2022
Retirement Benefits [Abstract]
Employee Benefits	Employee Benefits401(k) PlanThe Company sponsors a defined contribution 401(k) Plan with contributions to be made at the sole discretion of the management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense recorded for the 401(k) Plan was $495 and $488 for the three months ended June 30, 2022 and 2021, respectively, and $1,167 and $913 for the six months ended June 30, 2022 and 2021, respectively

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes NuScale LLC was historically and remains a partnership for U.S. federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of NuScale LLC. The effective tax rate was 0% for the three months ended June 30, 2022. The effective income tax rate for the three months ended June 30, 2022 differed significantly from the statutory rates, primarily due to the losses allocated to NCI and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Transaction. Income tax expense recorded in the three months ended June 30, 2022 represents amounts owed to state authorities due to the change in corporate taxpayer status following the Transaction. The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at NuScale Corp as of June 30, 2022, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.

Equity-Based Compensation

Equity-Based Compensation	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Equity-Based Compensation	Equity-Based Compensation Options to purchase common units of NuScale LLC under the Fourth Amended and Restated Equity Incentive Plan of NuScale LLC (the “Legacy Plan”) were granted, before completion of the Transaction, at an exercise price equal to the fair market value of the NuScale LLC’s common units at the date of grant. In connection with the Transaction, all outstanding options to purchase NuScale LLC common units converted into options to purchase 14,742,933 NuScale Corp Class A common stock. Shares underlying those options, and an additional 17,760,961 shares of Class A common stock issuable under the Company’s 2022 long-term incentive plan, were registered on a registration statement on Form S-8, filed with the SEC on July 5, 2022. Except with respect to equity awards outstanding as of the Transaction, the Legacy Plan terminated on May 2, 2022, and no further equity awards will be made, or have been made since, under the Legacy Plan. The following table summarizes the activity relating to the Legacy Plan of NuScale LLC (historical NuScale LLC units adjusted using the exchange ratio): Share Options Number of Weighted Average Outstanding at December 31, 2021 15,393,670 $ 3.64 Granted 208,013 9.53 Exercised (775,094) 1.22 Forfeited (38,797) 6.80 Expired (44,859) 3.24 Outstanding at June 30, 2022 14,742,933 3.87 Exercisable at June 30, 2022 12,721,473 3.41 The total compensation expense recognized for common share options vested during the three months ended June 30, 2022 and 2021 was $1,111 and $1,066, respectively, and $2,132 and $4,188 for the six months ended June 30, 2022 and 2021, respectively. This includes G&A expense of $399 and other expense of $712 for the three months ended June 30, 2022 and $520 of G&A expense and $546 in other expense for the three months ended June 30, 2021. The six months ended June 30, 2022 and 2021 include G&A expense of $843 and $2,179, respectively, and other expense of $1,289 and $2,009, respectively. The Company measures the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. The weighted-average grant date fair value of options granted during the six months ended June 30, 2022 was $6.29. The following assumptions were used in determining the fair value of options granted during the six months ended June 30: 2022 Risk-free interest rate 1.44 % Expected dividend yield NA Expected option life 6.25 years Expected price volatility 73.98 % Common Unit Appreciation Rights In April 2013, the Company granted its Chief Executive Officer 1,000,000 NuScale LLC common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder will receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsFrom time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the three months ended June 30, 2022 and 2021, NuScale incurred expenses of $5,571 and $2,303, respectively, while for the six months ended June 30, 2022 and 2021, NuScale incurred expenses of $9,172 and $5,496, respectively. As of June 30, 2022 and December 31, 2021, NuScale owes Fluor, as accounts payable, amounts totaling $3,524 and $3,731, respectively. For the three months ended June 30, 2022 and 2021, NuScale earned revenue of $1,956 and $254, respectively, and for the six months ended June 30, 2022 and 2021, NuScale earned $3,517 and $695, respectively. In addition, at June 30, 2022 and December 31, 2021, the Company owes Fluor, as a noncurrent liability, $2,765.

Commitment and Contingencies

Commitment and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Additionally, we are involved in various legal proceedings and claims relating to the Transaction with Spring Valley. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with Utah Associated Municipal Power Systems (“UAMPS”) Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which varies based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is $57,000. As of June 30, 2022 the net development costs incurred by UAMPS totaled $13,024. Under this agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of these net development costs. The Company is currently using a demand deposit account as collateral for a $15,000 letter of credit covering the total net development costs outstanding at June 30, 2022. This demand deposit account must maintain a minimum amount equal to 105% of the aggregate amount available to be drawn under all letters of credit outstanding.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsAn evaluation of subsequent events has been performed through the date that the financial statements were issued.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under U.S. GAAP (“GAAP”), and therefore should be read in conjunction with the 2021 audited financial statements of NuScale LLC, and the notes thereto. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year. These financial statements are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the interim periods presented.
Principles of Consolidation	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 condensed consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the NuScale Corp Warrants. All significant intercompany transactions have been eliminated upon consolidation.
Warrant Liability	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 condensed 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 pertinent terms of the Warrants and note 6 for further discussion of the methodology used to determine the value of the Warrants.
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.
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 deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities. Our Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in fair value of the Warrants are recorded in the statement of operations each period. Due to the similarity of the features of the Public and Private Warrants, management has concluded that the price of the Public Warrants would be used in the valuation of the Private Placement Warrants. However, since the two types of Warrants are not identical and the Private Warrants are not actively traded, we have classified the Private Placement Warrants as Level 2, while the Public Warrants are classified as Level 1.

Merger Transaction (Tables)

Merger Transaction (Tables)	6 Months Ended
	Jun. 30, 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 (B) 3,871,009 1.8 % Total Spring Valley 18,271,378 8.3 % Legacy NuScale Equityholders 178,396,711 81.0 % PIPE Shares 23,700,002 10.8 % Total Shares at Closing (excluding shares below) 220,368,091 100.0 % Remaining NuScale Consideration Shares - upon Exercise of NuScale Corp Options 14,742,933 Other - Earn Out Shares (A) 1,643,924 Total Shares 236,754,948 (A) Spring Valley Founders also receive “Earn Out Shares”, should certain criteria be met. Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the VWAP is greater than or equal to $14.00 per share. (B) Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors.

Noncontrolling Interests and _2

Noncontrolling Interests and Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2022
Noncontrolling Interest And Earnings Per Share [Abstract]
Schedule of Non-Controlling Interests	The following table summarizes the economic interests of NuScale Power Corporation between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of June 30, 2022: June 30, 2022 % of Economic Interests NuScale Corp Class A common stock 42,028,341 19.1 % NuScale LLC Class B Units (NCI) 178,396,711 80.9 % 220,425,052 100.0 %
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 3, 2022 to June 30, 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. Three Months Ended June 30, 2022 Net loss attributable to Class A common stockholders $ (2,593) Weighted-average shares for basic and diluted loss per share 42,028,341 Basic and Diluted loss per share of Class A common stock $ (0.06) Anti-dilutive securities excluded from shares outstanding: Class B common shares 178,396,711 Stock options and RSUs 14,742,933 Warrants 20,400,000 Earn Out 1,643,924 Total 215,183,568

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2022: (in thousands) Level 1 Level 2 Level 3 Total Warrant Liabilities: Public Warrants $ 23,345 $ — $ — $ 23,345 Private Placement Warrants — 18,067 — 18,067 Total Warrant Liabilities as of June 30, 2022 $ 23,345 $ 18,067 $ — $ 41,412

Property, Plant and Equipment (

Property, Plant and Equipment (Tables)	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 7,082 5,638 Software 16,487 15,227 Test equipment 347 347 Leasehold improvements 2,689 2,689 26,778 24,074 Less: Accumulated depreciation (21,847) (20,632) Add: Assets under development 394 1,518 Net property, plant and equipment $ 5,325 $ 4,960

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Payment Arrangement, Option, Activity	The following table summarizes the activity relating to the Legacy Plan of NuScale LLC (historical NuScale LLC units adjusted using the exchange ratio): Share Options Number of Weighted Average Outstanding at December 31, 2021 15,393,670 $ 3.64 Granted 208,013 9.53 Exercised (775,094) 1.22 Forfeited (38,797) 6.80 Expired (44,859) 3.24 Outstanding at June 30, 2022 14,742,933 3.87 Exercisable at June 30, 2022 12,721,473 3.41
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 six months ended June 30: 2022 Risk-free interest rate 1.44 % Expected dividend yield NA Expected option life 6.25 years Expected price volatility 73.98 %

Nature of Business - Narrative

Nature of Business - Narrative (Details)	Jun. 30, 2022 MW
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of megawatts (mw)	77

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) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended		7 Months Ended
	May 02, 2022 USD ($)	Apr. 30, 2022 shares	Jun. 30, 2022 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares
Business Acquisition [Line Items]
Common stock, par value (usd per share) | $ / shares						$ 0.0001
Recapitalization exchange ratio						1
Reverse recapitalization, subscription agreement, contingent investments, value						$ 30
Sale of stock, number of shares issued in transaction | shares					23,700,002
Sale of stock, consideration received on transaction					$ 235,000
Units issued (shares) | shares		8,257,560
Proceeds from Transaction, net	$ 341,462		$ 341,462	$ 0
Proceeds from issuance of private placement	235,000
Cash acquired through reverse recapitalization	145,525
Reverse recapitalization, accrued transaction costs	$ 39,063
Reverse recapitalization, contingent consideration forfeiture period	5 years
Class B
Business Acquisition [Line Items]
Common stock, par value (usd per share) | $ / shares			$ 0.0001		$ 0.0001	$ 0.0001
Class A
Business Acquisition [Line Items]
Common stock, par value (usd per share) | $ / shares			$ 0.0001		$ 0.0001	$ 0.0001

Merger Transaction - Schedule_2

Merger Transaction - Schedule of Common Stock Outstanding (Details) - shares		6 Months Ended
	May 03, 2022	Jun. 30, 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	775,094
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%
%	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 d $ / shares 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
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
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

Noncontrolling Interests and _3

Noncontrolling Interests and Loss Per Share - Schedule of Non-Controlling Interests (Details)	Jun. 30, 2022 shares
Noncontrolling Interest And Earnings Per Share [Abstract]
NuScale Corp Class A Common Stock (shares)	42,028,341
NuScale Class B Units (Non-controlling interest) (shares)	178,396,711
Economic interest (shares)	220,425,052
NuScale Corp Class A Common Stock, percent of economic interest	19.10%
NuScale Class B Units (Non-controlling interest). percent of economic interest	80.90%
Economic interest, percent	100%

Noncontrolling Interests and _4

Noncontrolling Interests and Loss Per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Noncontrolling Interest And Earnings Per Share [Abstract]
Net loss attributable to Class A common stockholders	$ (2,593)
Net loss attributable to Class A common stockholders	$ (2,593)
Weighted-average shares for basic loss per share (shares)	42,028,341	0	42,028,341	0
Weighted-average shares for diluted loss per share (shares)	42,028,341	0	42,028,341	0
Basic loss per share of Class A common stock (usd per share)	$ (0.06)	$ 0	$ (0.06)	$ 0
Diluted loss per share of Class A common stock (usd per share)	$ (0.06)	$ 0	$ (0.06)	$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	215,183,568
Class B common shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	178,396,711
Stock options and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	14,742,933
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	20,400,000
Earn Out
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,643,924

Warrant Liabilities - Narrative

Warrant Liabilities - Narrative (Details)	6 Months Ended
	Jun. 30, 2022 d $ / shares shares
Derivative [Line Items]
Warrants and rights outstanding, term	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
Redemption price (usd per share) | $ / shares	$ 0.01
Prior written notice period for redemption	30 days
Threshold trading days | d	20
Threshold consecutive trading day period | d	30
Warrant Redemption Scenario Two
Derivative [Line Items]
Stock price trigger (usd per share) | $ / shares	$ 10
Redemption price (usd per share) | $ / shares	$ 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	11,500,000
Private Placement Warrants
Derivative [Line Items]
Class of warrant outstanding | shares	8,900,000

Fair Value Measurement (Details

Fair Value Measurement (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 41,412	$ 0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	41,412
Fair Value, Recurring | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	23,345
Fair Value, Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	18,067
Level 1 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	23,345
Level 1 | Fair Value, Recurring | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	23,345
Level 1 | Fair Value, Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Level 2 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	18,067
Level 2 | Fair Value, Recurring | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Level 2 | Fair Value, Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	18,067
Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Level 3 | Fair Value, Recurring | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0
Level 3 | Fair Value, Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 0

Accounts Receivable - Narrative

Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Receivables [Abstract]
DOE cost share liabilities	$ 1,776	$ 10,237

Property, Plant and Equipment_2

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ (21,847)	$ (20,632)
Net property, plant and equipment	5,325	4,960
Depreciable Property, Plant And Equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment gross	26,778	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	7,082	5,638
Software
Property, Plant and Equipment [Line Items]
Total property, plant and equipment gross	16,487	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	2,689	2,689
Add: Assets under development
Property, Plant and Equipment [Line Items]
Total property, plant and equipment gross	$ 394	$ 1,518

Notes Payable - Narrative (Deta

Notes Payable - Narrative (Details) - USD ($)	1 Months Ended			6 Months Ended
	Apr. 30, 2022	Jun. 30, 2021	Jan. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2011
Debt Disclosure [Abstract]
Convertible note payable						$ 10,281,000
Debt instrument, convertible, minimum conversion amount				$ 16,000,000
Conversion of debt, amount	$ 14,181,000			$ 14,181,000	$ 0
Units issued (shares)	8,257,560
Conversion price (usd per share)	$ 9.91
Other notes payable			$ 30,000,000
Proceeds from other notes payable			$ 27,200,000
Repayment of other notes payable		$ 27,200,000

Employee Benefits - Narrative (

Employee Benefits - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan expense	$ 495	$ 488	$ 1,167	$ 913
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, employer matching contribution, percent of match			100%
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%

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details)	3 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate, percent	0%

Equity-Based Compensation - Nar

Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended		6 Months Ended
	Jul. 05, 2022	Feb. 28, 2022	Apr. 30, 2013	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of equity options to liability award						$ 50	$ 0
Granted, weighted average grant date fair value (usd per share)						$ 6.29
Subsequent Event | Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares registered in filing (shares)	17,760,961
Conversions in period (shares)	14,742,933
Share-Based Payment Arrangement, Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense				$ 1,111	$ 1,066	$ 2,132	4,188
Chief Executive Officer | Common Unit Appreciation Rights (UARs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense		$ 1,490
Granted (shares)			1,000,000
Vesting percentage						33.33%
Strike price (usd per share)			$ 0.11
Share based compensation arrangement, accrued liability to settle award		$ 1,540
General and Administrative Expense | Share-Based Payment Arrangement, Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense				399	520	$ 843	2,179
Other Expense | Share-Based Payment Arrangement, Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense				$ 712	$ 546	$ 1,289	$ 2,009

Equity-Based Compensation - Pla

Equity-Based Compensation - Plan Activity (Details)		6 Months Ended
	May 03, 2022 shares	Jun. 30, 2022 $ / shares shares
Number of Shares
Outstanding at December 31, 2021 (shares) | shares		15,393,670
Granted (shares) | shares		208,013
Exercised (shares) | shares	(14,742,933)	(775,094)
Forfeited (shares) | shares		(38,797)
Expired (shares) | shares		(44,859)
Outstanding at June 30, 2022 (shares) | shares		14,742,933
Exercisable at June 30, 2022 (shares) | shares		12,721,473
Weighted Average Exercise Price
Outstanding at December 31, 2021 (usd per share) | $ / shares		$ 3.64
Granted (usd per share) | $ / shares		9.53
Exercised (usd per share) | $ / shares		1.22
Forfeited (usd per share) | $ / shares		6.80
Expired (usd per share) | $ / shares		3.24
Outstanding at June 30, 2022 (usd per share) | $ / shares		3.87
Exercisable at June 30, 2022 (usd per share) | $ / shares		$ 3.41

Equity-Based Compensation - Val

Equity-Based Compensation - Valuation Assumptions (Details)	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	1.44%
Expected option life	6 years 3 months
Expected price volatility	73.98%

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Related Party Transactions [Abstract]
Related party expenses	$ 5,571	$ 2,303	$ 9,172	$ 5,496
Accounts payable, related parties	3,524	3,731	3,524	3,731
Revenue from related parties	1,956	$ 254	3,517	$ 695
Due to related parties, noncurrent	$ 2,765		$ 2,765		$ 2,765

Commitment and Contingencies (D

Commitment and Contingencies (Details)	Jun. 30, 2022 USD ($)
Loss Contingencies [Line Items]
Maximum reimbursement for development cost reimbursement agreement	$ 57,000,000
Letters of credit	$ 15,000,000
Minimum maintainable amount of demand deposit account, percent	105%
Utah Associated Municipal Power Systems
Loss Contingencies [Line Items]
Net development costs	$ 13,024,000