Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 26, 2024

NuScale Power Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39736

98-1588588

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1100 NE Circle Blvd., Suite 200 Corvallis, OR

97330

(Address of principal executive offices)

(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

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.                                     ☐

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Item 8.01.    Other Events

On December 26, 2024, NuScale Power Corporation (f/k/a Spring Valley Acquisition Corp.) (the “Company”) issued a press release announcing the completion of its previously announced redemption of all of its outstanding public warrants to purchase shares of the Company’s common stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated November 23, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and neither shall constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful..

.

Item 9.01.    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
99.1*						Press Release issued by NuScale Power Corporation on December 26, 2024.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

*    Filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NuScale Power Corporation

Date: December 26, 2024

By:

/s/ Andrea Lachenmayr

Name:

Andrea Lachenmayr

Title:

Interim General Counsel

EMBARGOED UNTIL: 4:15 p.m. EST, December 26, 2024 NuScale Power Corporation Announces Completion of Redemption of Warrants CORVALLIS, Ore.--(BUSINESS WIRE)-- NuScale Power Corporation (NYSE: SMR), the industry-leading provider of proprietary and innovative advanced nuclear small modular reactor (SMR) technology, today announced the results of its previously announced redemption of all of its outstanding warrants (the Warrants) to purchase shares of the Company’s common stock, par value $0.00001 per share (the Common Stock). As of December 19, 2024 (the Redemption Date), approximately 97% of the Company’s outstanding Warrants were exercised by the holders thereof to purchase fully paid and non- assessable shares of Class A Common Stock at an exercise price of $11.50 per share, which includes Warrants that were exercised prior to the announcement of the redemption. As a result, holders of the Warrants received an aggregate of 19,800,548 shares of the Company’s Common Stock in exchange for $227.7 million in cash proceeds to the Company. All unexercised and outstanding Warrants as of 5:00 p.m. EST on the Redemption Date were redeemed at a price of $0.01 per Warrant and, as a result, no Warrants currently remain outstanding and the Warrants have ceased trading on the New York Stock Exchange. About NuScale Power Founded in 2007, NuScale Power Corporation (NYSE: SMR) is the industry-leading provider of proprietary and innovative advanced small modular reactor (SMR) nuclear technology, with a mission to help power the global energy transition by delivering safe, scalable, and reliable carbon-free energy. The Company’s groundbreaking SMR technology is powered by the NuScale Power Module™, a small, safe, pressurized water reactor that can each generate 77 megawatts of electricity (MWe) or 250 megawatts thermal (gross), and can be scaled to meet customer needs through an array of flexible configurations up to 924 MWe (12 modules) of output. As the first and only SMR to have its design certified by the U.S. Nuclear Regulatory Commission, NuScale is well-positioned to serve diverse customers across the world by supplying nuclear energy for electrical generation, data centers, district heating, desalination, commercial-scale hydrogen production, and other process heat applications. To learn more, visit NuScale Power’s website or follow us on LinkedIn, Facebook, Instagram, X and YouTube. No Offer or Solicitation This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Investor contact Scott Kozak

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Director, Investor Relations [e-mail] Media contact Chuck Goodnight Vice President, Business Development [e-mail]

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Cover	Dec. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 26, 2024
Entity Registrant Name	NuScale Power Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1588588
Entity Address, Address Line One	1100 NE Circle Blvd.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Corvallis
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97330
City Area Code	(971)
Local Phone Number	371-1592
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001822966
Amendment Flag	false
Document Information [Line Items]
Entity File Number	001-39736
Common Class A
Cover [Abstract]
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	SMR
Security Exchange Name	NYSE
Document 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

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