NuScale Power, LLC executed a letter of intent to acquire to acquire Spring Valley Acquisition Corp. (NasdaqCM:SV) from a group of sellers in a reverse merger transaction for $1.8 billion on October 21, 2021. NuScale Power, LLC entered into a definitive business combination agreement to acquire Spring Valley Acquisition Corp. (NasdaqCM:SV) from a group of sellers in a reverse merger transaction for $1.8 billion on December 13, 2021. Under the transaction, the shareholders of NuScale Power will receive 178.4 million Class A Common Stock. Under the terms of the transaction, all membership interests of Spring Valley Acquisition Corp. issued and outstanding immediately shall be converted into the pass-through number of validly issued, fully paid and nonassessable (except as limited by the OLLCA) Class A Units of NuScale. Trading is expected to begin on the New York Stock Exchange on May 3, 2022, under the ticker symbols “SMR” for NuScale common stock and “SMR WS” for NuScale warrants.

The combined company will be named NuScale Power Corporation and will be listed under the ticker symbol “SMR”. Post-closing, Fluor Corporation, NuScale's shareholder, projects to own approximately 60% of the combined company. 80.5% Existing NuScale shareholders, including majority owner Fluor, will retain their equity in NuScale and roll it into the combined company. Transaction includes a $181 million oversubscribed, fully committed common stock PIPE anchored by global financial and strategic investors such as Samsung C&T Corporation, DS Private Equity and Segra Capital Management, with participation by Spring Valley's sponsor, Pearl Energy. NuScale will continue to be led by leadership team, including John Hopkins, President and Chief Executive Officer, Chris Colbert, Chief Financial Officer, José Reyes, Chief Technology Officer and Co-Founder, Dale Atkinson, Chief Operating Officer and Chief Nuclear Officer, Tom Mundy, Chief Commercial Officer, and Robert Temple, General Counsel.

The transaction is subject to approval by Spring Valley's shareholders, NuScale unitholders, Hart-Scott-Rodino Antitrust Improvements Act of 1976, Spring Valley to have net tangible assets of less than $5 million, closing NuScale cash equals or exceeds $200 million, ancillary agreements, Spring Valley common stock to be issued in connection with the transaction has been approved for listing on the Nasdaq Capital Market, Registration Statement shall have become effective, resignation of the Directors and Executive Officers of Spring Valley Acquisition Corp. as well as other customary closing conditions. The Board of Directors, sole member and Board of Managers of each NuScale Power, LLC and Spring Valley Acquisition Corp. have each approved the transaction. As of December 28, 2021, parties entered into an amended agreement, which modifies the merger agreement by (i) extending the date for NuScale to submit the notification required from NuScale under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to no later than January 21, 2022; and (ii) amending and restating Exhibit H to the merger agreement. As of April 7, 2022, the registration statement has been declared effective with respect to the transaction. As of April 28, 2022, Spring Valley Acquisition Corp. announced that its shareholders voted to approve the transaction. The transaction is anticipated to close in first half of 2022. As of April 6, 2022, the transaction is expected to close in the second quarter of 2022. As of April 28, 2022, the transaction is expected to close on May 2, 2022, subject to the satisfaction or waiver of all closing conditions. NuScale anticipates being cash flow positive by 2024. NuScale intends to use the proceeds to fund its path to commercialization and expects no additional capital requirements between closing and achieving positive free cash flow.

Guggenheim Securities, LLC acted as financial advisor for NuScale and Fluor. Cowen acted as financial advisor for Spring Valley. Jason Brauser, William Goodling, Steve Hull, James Kearney, Daniel Kubitz, Kevin Pearson, and Sten Eccles-Irwin of Stoel Rives LLP acted as legal advisor for NuScale. David C. Lee, John M. Williams and Evan M. D'Amico of Gibson, Dunn & Crutcher LLP acted as legal advisor for Fluor. Adam D. Larson and Allan Kirk, Matt Pacey, Lance Hancock; Drew Stuyvenberg, David Wheat and Joe Tobias of Kirkland & Ellis LLP acted as legal advisor for Spring Valley. MacKenzie Partners, Inc. acted as information agent with a fee of $12,500 to Spring Valley. Continental Stock Transfer & Trust Company acted as the transfer agent to Spring Valley.

NuScale Power, LLC completed the acquisition of Spring Valley Acquisition Corp. (NasdaqCM:SV) from a group of sellers in a reverse merger transaction on May 2, 2022. The combined company will operate as NuScale Power Corporation and its shares of stock and warrants will start trading on the New York Stock Exchange (“NYSE”) May 3, 2022, under the ticker symbols “SMR” and “SMR WS” respectively. NuScale will continue to be led by John Hopkins as President and Chief Executive Officer alongside its highly experienced executive team, including Chris Colbert as Chief Financial Officer, José N. Reyes as Chief Technology Officer and Dale Atkinson as Chief Operating Officer and Chief Nuclear Officer. Christopher D. Sorrells will join the newly public company's Board of Directors, adding to a deep bench of advisors with extensive backgrounds in energy, engineering, procurement and construction.