smr-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission file number 001-04321

______________________

NUSCALE POWER CORPORATION

(Exact name of registrant as specified in its charter)

______________________


Delaware			98-1588588
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

6650 SW Redwood Ln Suite 210	Portland	Oregon	97224
(Address of Principal Executive Offices)			(Zip Code)

(971) 371-1592

Registrant's telephone number, including area code

Robert Temple


6650 SW Redwood Lane
Suite 210
Portland	OR	97224

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	SMR	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SMR.WS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	☑	Smaller reporting company	☐
		Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

The registrant had 51,871,216 Class A common shares, $0.0001 par value and 173,914,373 Class B common shares, $0.0001 par value issued and outstanding as of November 7, 2022.

Table of Contents


		Page Number

	Glossary of Terms

Part I - Financial Information
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
Part II - Other Information
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Signatures		44

Table of Contents

Glossary

The definitions and abbreviations set forth below apply to the indicated terms used throughout this filing.

• “Class A common stock” refers to shares of Class A common stock, par value $0.0001 per share, of

NuScale Power Corporation

• “Class B common stock” refers to shares of Class B common stock, par value $0.0001 per share, of

NuScale Power Corporation, which represents the right to one vote per share and carries no economic rights.

• “Combined interests” refers to the combination of Class B shares of common stock and Class B units required to be exchanged for Class A shares

• “common stock” refers collectively to shares of Class A common stock and Class B common stock.

• “Closing” refers to the closing of the Merger.

• “DOE” refers to the U.S. Department of Energy.

• “EPCDA” refers to Engineering, Procurement, Construction Development Agreement

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

• “Fluor” refers to Fluor Enterprises, Inc., a California corporation, which is wholly owned by Fluor

Corporation (NYSE: FLR).

• “GAAP” refers to generally accepted accounting principles in the United States set

forth in the opinions and pronouncements of the Financial Accounting Standards Board or such other

principles as may be approved by a significant segment of the accounting profession in the United States,

that are applicable to the circumstances as of the date of determination, consistently applied.

• “G&A” refers to general and administrative expenses.

• “IPO” or “Initial Public Offering” refers to the initial public offering of Spring Valley, which closed on

November 27, 2020.

• “Legacy NuScale Equityholders” refers to the holders of NuScale LLC Units other than NuScale Power Corporation

• “Merger” refers to the merger of Merger Sub with and into NuScale LLC, with NuScale LLC as the

surviving entity.

• “Merger Agreement” refers to the Agreement and Plan of Merger, dated as of December 13, 2021 (as

amended, modified, supplemented or waived from time to time), by and among Spring Valley, Merger Sub

and NuScale LLC.

• “Merger Sub” refers to Spring Valley Merger Sub, LLC, an Oregon limited liability company and a

wholly owned subsidiary of Spring Valley.

• “MWe” refers to one million watts of electric power.

• “NPM” refers to NuScale Power Module™.

• “NRC” refers to the U.S. Nuclear Regulatory Commission.

• “NuScale Corp” refers to NuScale Power Corporation, a Delaware corporation and the combined

company following the consummation of the Transaction, and its consolidated subsidiaries, including

NuScale LLC.

• “NuScale Corp Warrants” refers collectively to the Public Warrants and the Private Placement Warrants.

• “NuScale LLC” refers to NuScale Power, LLC, an Oregon limited liability company.

• “NuScale LLC Class A Units” refers to the Class A units of NuScale LLC issued to NuScale Corp

immediately after the Closing.

• “NuScale LLC Class B Units” refers to non-voting, Class B units of NuScale LLC.

• “NuScale LLC Units” refers to the collective NuScale LLC limited liability company interests existing immediately after the Closing.

• “NYSE” means the New York Stock Exchange.

• “Private Placement Warrants” refers to the 8,900,000 warrants to purchase Spring Valley Class A ordinary shares that

were issued in a private placement concurrently with the IPO and converted in the Transaction into warrants to purchase Class A common shares.

• “Public Warrants” refers to the 11,500,000 redeemable warrants issued in the IPO and converted in the Transaction

into warrants to purchase Class A common shares.

• “R&D” refers to research and development.

• “SEC” refers to the United States Securities and Exchange Commission.

• “Securities Act” refers to the Securities Act of 1933, as amended.

• “SMR” means small modular reactor.

• “Sponsor” refers to Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company.

• “Sponsor Letter Agreement” refers to the sponsor letter agreement, dated as of December 13, 2021, by

and among Sponsor Sub, Spring Valley and NuScale LLC.

• “Sponsor Sub” refers to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company.

• “Spring Valley” refers to Spring Valley Acquisition Corp., a special purpose acquisition company

incorporated as a Cayman Islands exempt company.

Table of Contents

• “Tax Receivable Agreement” or “TRA” refers to that certain tax receivable agreement entered into

concurrent with the Closing by and among NuScale Corp, NuScale LLC and the Legacy NuScale

Equityholders.

• “Transaction” refers to the transactions contemplated by the Merger Agreement.

Table of Contents

Part I - Financial Information

Item 1. Financial Statements

NuScale Power Corporation

Condensed Consolidated Balance Sheet


(in thousands, except share and per share amounts)	September 30, 2022		December 31, 2021
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	268,608	$	77,094
Short-term investments	50,000		—
Prepaid expenses	6,428		4,147
Accounts receivable	22,814		4,833
Total current assets	347,850		86,074
Property, plant and equipment, net	4,972		4,960
In-process research and development	16,900		16,900
Intangible assets, net	1,103		1,236
Goodwill	8,255		8,255
Restricted cash	18,900		—
Other assets	6,263		3,772
Total assets	$	404,243	$	121,197
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$	31,910	$	22,375
Accrued compensation	9,052		10,552
Convertible notes payable	—		14,041

Other accrued liabilities	1,459		1,440
Total current liabilities	42,421		48,408
Warrant liabilities	38,211		—
Noncurrent liabilities	2,995		2,976
Deferred revenue	1,131		1,415
Total liabilities	84,758		52,799
Mezzanine Equity	—

SEC Form 10-Q filed by Spring Valley Acquisition Corp.