United States securities and exchange commission logo
July 16, 2021
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp.
2100 McKinney Ave, Suite 1675
Dallas, TX 75201
Re: Spring Valley
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed July 9, 2021
File No. 333-255978
Dear Mr. Sorrells:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
1, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4, Filed July 9,
2021
Non-GAAP Financial Measures, page 189
1. The most directly
comparable GAAP measure to "adjusted gross loss exclusive of
depreciation and
amortization" would be gross loss calculated on a GAAP basis, i.e.
including depreciation
and amortization in cost of goods sold. This applies even if this
GAAP line item is not
shown on the statement of operations. Please refer to Item
10(e)(1)(i) of
Regulation S-K and revise the presentation accordingly.
Christopher Sorrells
FirstName LastNameChristopher
Spring Valley Acquisition Corp. Sorrells
Comapany
July NameSpring Valley Acquisition Corp.
16, 2021
July 16,
Page 2 2021 Page 2
FirstName LastName
Consolidated Statement of Operations and Comprehensive Loss for the Years Ended
December
31, 2019 and 2020, page F-41
2. We note your revisions in response to prior comment 6. Please explain
to us why you did
not revise your presentation in your statements of operations for the
years ended
December 31, 2019 and 2020, respectively.
Exhibits
3. We note the legality opinion filed as Exhibit 5.1. We note you
separately opined on the
New AeroFarms Common Stock issuable upon conversion of Class A and
Class B
ordinary shares as well as the Consideration Shares. Please revise to
clarify whether the
defined term Consideration Shares covers subcategories (a) through (e)
of (i) on page 2 or
only (i)(e). To the extent it only refers to (i)(e), please include an
opinion that covers
(i)(d), i.e. the 3,333,333 shares of New AeroFarms Common Stock
issuable upon the
automatic conversion of the principal and accrued interest due on
Dream Holdings
subordinated unsecured convertible promissory notes. Please also tell
us why the
20,400,000 shares of New AeroFarms Common Stock issuable upon exercise
of the New
AeroFarms Warrants appears as both (i)(c) and (iii) or revise to
remove (i)(c). Finally,
please revise the first assumption on page 4 that you express no
opinion as to the
applicability of, compliance with, or effect of any bankruptcy,
insolvency, reorganization
or similar law to remove any assumption that the Company is not in
bankruptcy. Refer to
II.B.3.a of Staff Legal Bulletin No. 19.
You may contact Eric Atallah at 202-551-3663 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Matthew R. Pacey, Esq.