United States securities and exchange commission logo
June 8, 2022
Robert Temple
General Counsel and Secretary
NuScale Power Corp
6650 SW Redwood Lane, Suite 210
Portland, OR 97224
Re: NuScale Power Corp
Registration
Statement on Form S-1
Filed May 13, 2022
File No. 333-264910
Dear Mr. Temple:
We have limited our review of your registration statement to
those issues we have
addressed in our 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-1 filed May 13, 2022
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
security holders paid
for such securities.
2. Disclose the exercise
price of the warrants compared to the market price of the underlying
securities. If the
warrants are out the money, please disclose the likelihood that warrant
holders will not
exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds
associated with the
exercises of the warrants are dependent on the stock price. As
applicable, describe
the impact on your liquidity and update the discussion on the ability
of your company to fund
your operations on a prospective basis with your current cash on
hand.
Robert Temple
FirstName LastNameRobert Temple
NuScale Power Corp
Comapany
June 8, 2022NameNuScale Power Corp
June 8,
Page 2 2022 Page 2
FirstName LastName
3. We note the significant number of redemptions of your Class A common
stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. We
also note that all or
most of the shares being registered for resale were purchased by the
selling security
holders for prices considerably below the current market price of the
Class A common
stock. Highlight the significant negative impact sales of shares on
this registration
statement could have on the public trading price of the Class A common
stock.
Risk Factors, page 9
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding.
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Company Overview, page 38
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
common stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that Fluor Enterprises, Inc, a beneficial owner of
over 50% of your
outstanding shares, will be able to sell all of its shares for so long
as the registration
statement of which this prospectus forms a part is available for use.
General
7. Revise your prospectus to disclose the price that each selling
security holder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the Sponsor, private placement investors, PIPE
investors, or other
selling security holders acquired their shares and warrants, and the
price that the public
security holders acquired their shares and warrants. Disclose that
while the Sponsor,
private placement investors, PIPE investors, and other selling
security holders may
experience a positive rate of return based on the current trading
price, the public security
holders may not experience a similar rate of return on the securities
they purchased due to
differences in the purchase prices and the current trading price.
Please also disclose the
Robert Temple
NuScale Power Corp
June 8, 2022
Page 3
potential profit the selling security holders will earn based on the
current trading price.
Lastly, please include appropriate risk factor disclosure.
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.
Please contact Gregory Herbers at 202-551-8028 or Jay Ingram at
202-551-3397 with any
questions.
Sincerely,
FirstName LastNameRobert Temple
Division of
Corporation Finance
Comapany NameNuScale Power Corp
Office of
Manufacturing
June 8, 2022 Page 3
cc: Jim Kearney
FirstName LastName