United States securities and exchange commission logo
February 3, 2022
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp.
2100 McKinney Avenue, Suite 1675
Dallas, TX 75201
Re: Spring Valley
Acquisition Corp.
Registration
Statement on Form S-4
Filed January 7,
2022
File No. 333-262053
Dear Mr. Sorrells:
We have reviewed your 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.
Form S-4 Filed on January 7, 2022
Questions and Answers About the Transactions and the Extraordinary
General Meeting, page 11
1. In this section, please
quantify the aggregate dollar amount and describe the nature of
what the sponsor and
its affiliates have at risk that depends on the completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company's officers and directors, if
material. If, for
example, no loans are outstanding or expenses awaiting reimbursement,
state so directly.
2. We note that certain
shareholders agreed to waive their redemption rights. Please describe
any consideration
provided in exchange for this agreement.
Christopher Sorrells
FirstName LastNameChristopher
Spring Valley Acquisition Corp. Sorrells
Comapany3,NameSpring
February 2022 Valley Acquisition Corp.
February
Page 2 3, 2022 Page 2
FirstName LastName
What are the transactions?, page 11
3. Please revise to explain briefly the purpose of the transactions to
which you refer and the
related agreements, such as the tax receivable agreement, as well as
the post-transaction
ownership structure involving classes of stock and units that will be
outstanding.
Summary, page 25
4. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Risk Factors, page 43
5. Please tell us whether the sponsor will receive additional securities
pursuant to an anti-
dilution adjustment based on the company's additional financial
activities. To the extent
they will, quantify the number and value of securities the sponsor
will receive. In
addition, disclose the ownership percentages in the company before and
after the
additional financing to highlight the dilution risk to public
stockholders.
6. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement
7. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company's officers and
directors. This
could include fiduciary or contractual obligations to other entities
as well as any interest
in, or affiliation with, the target company. In addition, please
clarify how the board
considered those conflicts in negotiating and recommending the
business combination.
PIPE Investment, page 90
8. Please describe the "certain commercial arrangements" to which you
agreed in exchange
for the PIPE investment.
Certain NuScale LLC Projected Financial Information, page 99
9. Please revise to disclose all material assumptions underlying the
projected financial
information, the market assumed in developing those assumptions and
explain how those
assumptions relate and resulted in the projections disclosed. Quantify
the underlying
assumptions to the extent possible. Also, as applicable, explain how
the projected
information currently disclosed is representative of your current
operations and
opportunities, such as the "pipeline" referenced on page 183 and
anticipated delivery of
modules beginning in 2027, as disclosed on page 182. Explain in detail
the reasons for
any material difference.
Christopher Sorrells
FirstName LastNameChristopher
Spring Valley Acquisition Corp. Sorrells
Comapany3,NameSpring
February 2022 Valley Acquisition Corp.
February
Page 3 3, 2022 Page 3
FirstName LastName
10. We note the term of the projections. Please explain the basis of the
projections beyond
year three and if the forecasts reflect more than simple assumptions
about growth rates. It
should be clear from your revisions how the projected growth rates are
sustainable over
the selected period of time, and why assuming such growth rates are
reasonable.
11. Refer to the first sentence of capitalized font on page 100 and revise
to clarify, if true, that
you will not provide the update or revision except as required by law.
Material United States Federal Income Tax Considerations, page 144
12. In light of the disclosure in this section, please file the opinion
required by Item 601(b)(8)
of Regulation S-K.
Notes To Unaudited Pro Forma Condensed Combined Financial Information
3 Transaction Accounting Adjustments
Adjustment (L), page 166
13. Please disclose the maximum possible liability that NuScale Corp is
obligated to pay
under the Tax Receivable Agreement if all NuScale LLC Class B Units
convert upon
completion of the proposed transaction.
Partnerships, page 192
14. Please expand your disclosure to elaborate on the nature of your
partnerships and provide
the material terms related to such agreements, including the duration
of the underlying
agreements and the respective rights and obligations of the parties.
To the extent these
partnerships are material, please revise to disclose the material
terms and tell us what
consideration you have given to filing any such agreement as an
exhibit, particularly those
related to your relationship with the DOE.
Intellectual Property, page 193
15. Please revise to disclose the duration of NuScale LLC's patents. See
Item 101(h)(4)(iv) of
Regulation S-K.
Management of NuScale Prior to and Following the Transactions, page 217
16. Please revise to state the term of office for each director.
NuScale Power LLC
Notes to the Financial Statements
2 Summary of Significant Accounting Policies, page F-50
17. Please revise to disclose your company s goodwill and IPR&D
impairment accounting
policies. Please also revise your disclosure to provide greater detail
regarding how you
performed your annual impairment tests.
Christopher Sorrells
FirstName LastNameChristopher
Spring Valley Acquisition Corp. Sorrells
Comapany3,NameSpring
February 2022 Valley Acquisition Corp.
February
Page 4 3, 2022 Page 4
FirstName LastName
Exhibits
18. We note your references to employment agreements on page 214. Please
file these
agreements as exhibits to the registration statement. See Item
601(b)(10) of Regulation S-
K.
General
19. You note that the charter waived the corporate opportunities doctrine.
Please address this
potential conflict of interest and whether it impacted your search for
an acquisition target.
20. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
21. We note your disclosure on page 57 that the forum selection provision
does not apply to
suits brought to enforce the Exchange Act. However, in Article IX of
the Bylaws, there is
no mention of whether the forum provision applies to Exchange Act
claims. Please
disclose whether the forum provision in your Bylaws applies to claims
arising under the
Exchange Act and revise your proposed Bylaws accordingly.
22. The discussion of the Tax Receivable Agreement (TRA) and the
redirection of cash flows
to the continuing unitholders should be enhanced and given more
prominence in your
prospectus. Please expand the discussion of the TRA as a principal
topic in the
prospectus summary so that readers do not have to search for key
information about
significant financial arrangements that will materially impact the
company's liquidity.
Please ensure that your revised disclosure states clearly that you
expect the payments to be
substantial and that the arrangement will reduce the cash provided by
the tax savings that
would otherwise have been available to you for other uses. Because the
arrangement could
be considered a windfall for the continuing unitholders, your
disclosure at the top of the
prospectus should adequately address the fact that the agreement
confers significant
economic benefits to the continuing unitholders and redirects cash
flows to them at the
expense of the rest of your shareholders.
23. Please disclose on your cover page and summary that you will be a
"controlled company"
following the transactions and add appropriate risk factor disclosure
related to the
corporate governance exemptions available to you and on which you
intend to rely.
24. Please disclose the sponsor and its affiliates total potential
ownership in the combined
company, assuming completion of the PIPE and exercise or conversion of
all securities.
25. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
26. It appears that underwriting fees remain constant and are not adjusted
based on
Christopher Sorrells
Spring Valley Acquisition Corp.
February 3, 2022
Page 5
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
27. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant source
of dilution,
including the amount of equity held by founders, convertible securities,
including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions
28. Quantify the value of warrants, based on recent trading prices, that may
be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
Sincerely,
FirstName LastNameChristopher Sorrells
Division of
Corporation Finance
Comapany NameSpring Valley Acquisition Corp.
Office of
Manufacturing
February 3, 2022 Page 5
cc: Matt Pacey
FirstName LastName