NUSCALE POWER CORP : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amendment or Waiver to Code of Ethics, Change in Shell Company Status, Regulation FD Disclos (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Registration Rights Agreement

On May 2, 2022, in connection with the Closing and as contemplated by the Merger Agreement, NuScale, the Sponsor, SV Acquisition Sponsor Sub, LLC (the "Sponsor Sub"), and certain Legacy NuScale Equityholders and other parties thereto entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement"). The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 99 titled "The Transactions-Related Agreements-Registration Rights Agreement." Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.10 to this Report and is incorporated herein by reference.

Tax Receivable Agreement

On May 2, 2022, in connection with the Closing and as contemplated by the Merger Agreement, NuScale, NuScale LLC, and certain Legacy NuScale Equityholders entered into a Tax Receivable Agreement (the "Tax Receivable Agreement"). The material terms of the Tax Receivable Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 102 titled "The Transactions-Related Agreements-Tax Receivable Agreement." Such description is qualified in its entirety by the text of the Tax Receivable Agreement, which is included as Exhibit 10.11 to this Report and is incorporated herein by reference.

A&R NuScale LLC Agreement

On May 2, 2022, in connection with the Closing and as contemplated by the Merger Agreement, at the effective time of the Merger the A&R NuScale LLC Agreement amended and restated in its entirely the prior limited liability company agreement of NuScale LLC, which, among other things, (i) restructured the capitalization of NuScale LLC and (ii) appointed NuScale as the managing member of NuScale LLC. As consideration for issuing NuScale LLC Class A Units to NuScale, NuScale contributed $145,497,965 in gross proceeds to NuScale LLC and became the managing member of NuScale LLC. As a result of the recapitalization of NuScale LLC, the Legacy NuScale Equityholders own 178,396,711 NuScale LLC Class B Units. The material terms of the A&R NuScale LLC Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 101 titled . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note-Domestication and Transactions" above is incorporated into this Item 2.01 by reference.

                              FORM 10 INFORMATION



Forward-Looking Statements

This Report, or some of the information incorporated herein by reference, contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy, and the plans and objectives of management for future operations of NuScale. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Report, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would," and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When NuScale discusses its strategies or plans it is making projections, forecasts, or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, NuScale's management.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond NuScale's control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. These risks and uncertainties include, but are not limited to:

• NuScale's financial and business performance, including financial

projections and business metrics;

• the ability to obtain and/or maintain the listing of the NuScale Class A

Common Stock and the NuScale warrants on the NYSE, and the potential

      liquidity and trading of such securities;
. . .

Item 3.02. Unregistered Sales of Equity Securities.

The description of the Subscription Agreements and the PIPE Investment set forth under the Introductory Note of this Report is incorporated herein by reference.

The information regarding unregistered sales of equity securities set forth in Item 2.01 of this Report is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

Immediately prior to the Closing, NuScale filed the Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Certificate of Incorporation and the Bylaws and the general effect upon the rights of holders of NuScale's capital stock are discussed in the Proxy Statement/Prospectus in the sections titled " Proposal No. 2-The Domestication Proposal " beginning on page 129 and "Proposal No. 3-The Organizational Documents Proposals" beginning on page 135, which are incorporated by reference herein.

The disclosures set forth under the Introductory Note and in Item 2.01 of this Report are also incorporated herein by reference. Copies of the Certificate of Incorporation and Bylaws are included as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report and are incorporated herein by reference.

Item 4.01. Changes in Registrant's Certifying Accountant.

(a) Dismissal of independent registered public accounting firm.

On May 3, 2022, the audit committee of NuScale's board of directors dismissed WithumSmith+Brown, PC ("Withum"), Spring Valley's independent registered public accounting firm prior to the Transactions, as NuScale's independent registered public accounting firm.

The report of Withum on the financial statements of Spring Valley as of December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope, or accounting principles.

During the period from August 20, 2020 (inception) through December 31, 2021 and subsequent interim period through March 31, 2022, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) between Spring Valley and Withum on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on Spring Valley's financial statements for such period.

During the period from August 20, 2020 (inception) through December 31, 2021 and subsequent interim period through March 31, 2022, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

NuScale has provided Withum with a copy of the foregoing disclosures prior to filing this Report and has requested that Withum furnish NuScale with a letter addressed to the SEC stating whether it agrees with the statements made by NuScale set forth above. A copy of Withum's letter, dated May 4, 2022, is filed as Exhibit 16.1 to this Report.

(b) Disclosures regarding the new independent auditor.

On May 3, 2022, the audit committee of NuScale's board of directors approved the engagement of Ernst & Young LLP ("E&Y") as NuScale's independent registered public accounting firm to audit NuScale's consolidated financial statements as of and for the year ended December 31, 2022. E&Y served as independent registered public accounting firm of NuScale LLC prior to the Closing. During the years ended December 31, 2020 and December 31, 2021 and the subsequent interim period through March 31, 2022, NuScale did not consult with E&Y with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to NuScale that E&Y concluded was an important factor . . .

Item 5.01. Changes in Control of Registrant.

The disclosure set forth under the Introductory Note and in Item 2.01 of this Report is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officers and Directors

Upon the Closing, and in accordance with the terms of the Merger Agreement, each executive officer of Spring Valley ceased serving as such, and William Quinn, Debora Frodl, Richard Thompson and Patrick Wood, III ceased serving on Spring Valley's board of directors.

John L. Hopkins, Alan L. Boeckmann, Alvin C. Collins, III, James T. Hackett, Kent Kresa, Christopher J. Panichi, Kimberly O. Warnica, and Christopher Sorrells were elected as directors of NuScale, to serve until the end of their respective terms and until their successors are elected and qualified. Mr. Kresa, Mr. Hackett and Ms. Warnica were appointed to serve on NuScale's audit committee, with Mr. Kresa serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K.

John L. Hopkins was appointed as NuScale's Chief Executive Officer and President, Chris Colbert was appointed as NuScale's Chief Financial Officer, Jose N. Reyes was appointed as NuScale's Chief Technical Officer, Dale Atkinson was appointed as NuScale's Chief Operating Officer and Chief Nuclear Officer, and Robert Temple was appointed as NuScale's General Counsel and Corporate Secretary.

The biographical information about each of the directors and officers in the Proxy Statement/Prospectus in the section titled "Management of NuScale Prior to and Following the Transactions" beginning on page 235 is incorporated herein by reference.

The information about compensation of and certain related person transactions involving certain executive officers and/or directors in the Proxy Statement/Prospectus in the sections titled "Executive Compensation-Post-Transactions Company Executive Compensation-NuScale LLC Executive Compensation" beginning on page 227 and "Executive Compensation-Post-Transactions Company Executive Compensation-Executive Employment Agreements" beginning on page 232, is incorporated herein by reference. Such descriptions are qualified in their entirety by the text of the agreements with, and policies applicable, to certain executive officers, which are included as Exhibits 10.13, 10.14, 10.15, 10.16, 10.18 and 10.19 to this Report and are incorporated herein by reference. The information about related person transactions in the Proxy Statement/Prospectus in the section titled "Certain Relationships and Related Person Transactions-NuScale LLC Related Party Transactions-Cash and Equity Award to Dale Atkinson" beginning on page 258 is incorporated herein by reference.

The following is a list of our executive officers, other significant employees and directors, and their ages and positions.

Name                     Age                      Position
John L. Hopkins          68    Chief Executive Officer, Director
José N. Reyes            66    Chief Technical Officer
Dale Atkinson            66    Chief Operating Officer; Chief Nuclear Officer
Chris Colbert            57    Chief Financial Officer
Robert Temple            65    General Counsel and Corporate Secretary
Thomas Mundy             61    Chief Commercial Officer
. . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The disclosures set forth under the Introductory Note and in Items 2.01 and 3.03 of this Report are incorporated herein by reference. Copies of the Certificate of Incorporation and Bylaws are included as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report and are incorporated herein by reference.

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

The information set forth under the heading "Code of Business Conduct and Ethics" in Item 2.01 of this Report is incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Transactions, Spring Valley ceased being a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. The disclosure in the Proxy Statement/Prospectus in the sections titled "Proposal No. 1-The Merger Agreement Proposal" beginning on page 125 and "Proposal No. 2-The Domestication Proposal" beginning on page 129, is incorporated herein by reference. Further, the information set forth in the Introductory Note and under Item 2.01 of this Report is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 2, 2022, NuScale issued a press release announcing the Closing, which is furnished in this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements of NuScale LLC and related notes as of and for the years ended December 31, 2021 and 2020 are set forth in the Proxy Statement/Prospectus beginning on page F-22 and are incorporated herein by reference. The unaudited financial statements of NuScale LLC as of March 31, 2022 and 2021 and for the periods then ended, will be included in an exhibit that will be filed in an amendment to this Report within the period specified in Item 9.01(a)(3) of Form 8-K.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of Spring Valley and NuScale LLC as of December 31, 2021 and the unaudited pro forma condensed combined statement of operations of Spring Valley and NuScale LLC for the year ended December 31, 2021 are filed as Exhibit 99.2 to this Report. The unaudited pro forma condensed combined balance sheet of Spring Valley and NuScale LLC as of March 31, 2022 and the unaudited pro forma condensed combined statement of operations of Spring Valley and NuScale LLC for the three months ended March 31, 2022 and the year ended December 31, 2021 will be included in an exhibit that will be filed in an amendment to this Report within the period specified in Item 9.01(a)(3) of Form 8-K.

(d) Exhibits.



Exhibit No.                               Description
   2.1†       Agreement and Plan of Merger, dated as of December 13, 2021, by and
            among Spring Valley, Merger Sub and NuScale LLC (incorporated by
            reference to Annex A to the Proxy Statement/Prospectus filed with the
            SEC on April 8, 2022)
   2.2†       Amendment to Agreement and Plan of Merger, dated as of December 28,
            2021, by and among Spring Valley, Merger Sub and NuScale LLC
            (incorporated by reference to Annex A-I to the Proxy Statement/
            Prospectus filed with the SEC on April 8, 2022)
   2.3†       Second Amendment to Agreement and Plan of Merger, dated as of
            April 14, 2022, by and among Spring Valley, Merger Sub and NuScale LLC
            (incorporated by reference to Exhibit 2.1 to Spring Valley's Current
            Report on Form 8-K, filed with the SEC on April 15, 2022)
   3.1*       Certificate of Incorporation of NuScale Power Corporation
   3.2*       Bylaws of NuScale Power Corporation
    4.1       Warrant Agreement between Continental Stock Transfer & Trust Company
            and Spring Valley Acquisition Corp., dated November 23, 2020
            (incorporated by reference to Annex L to the Proxy Statement/ Prospectus
            filed with the SEC on April 8, 2022)
    4.2       Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3
            to Spring Valley's Registration Statement on Form S-1 filed with the SEC
            on September 25, 2020)
   10.1       Form of NuScale Indemnification Agreement (incorporated by reference
            to Exhibit 10.1 to Spring Valley's Registration Statement on Form S-4
            filed with the SEC on February 11, 2022)
   10.2+      2022 Long-Term Incentive Plan, as amended, and forms of equity
            agreements thereunder (incorporated by reference to Annex E to the Proxy
            Statement/Prospectus filed with the SEC on April 8, 2022)
   10.3       Sponsor Letter Agreement, dated as of November 23, 2020, by and among
            Spring Valley Acquisition Sponsor, LLC, Spring Valley and certain other
            parties thereto (incorporated by referenced to Exhibit 10.4 to Spring
            Valley's Current Report on Form 8-K filed on November 30, 2020 and
            included as Annex H to the Proxy Statement/ Prospectus filed with the
            SEC on April 8, 2022)
   10.4       Sponsor Support Agreement, dated as of December 13, 2021, by and among
            Sponsor Sub, Spring Valley and NuScale LLC (incorporated by reference to
            Exhibit 10.1 to Spring Valley's Current Report on Form 8-K filed with
            the SEC on December 14, 2021)
   10.5       Director Support Agreement, dated as of December 13, 2021, by and
            among Debora Frodl, Richard Thompson, Patrick Wood, III, Spring Valley
            and NuScale LLC (incorporated by reference to Exhibit 10.2 to Spring
            Valley's Current Report on Form 8-K filed with the SEC on December 14,
            2021)
   10.6       Sponsor Letter Agreement, dated as of December 13, 2021, by and among
            Sponsor Sub, Spring Valley and NuScale LLC (incorporated by reference to
            Exhibit 10.4 to Spring Valley's Current Report on Form 8-K filed with
            the SEC on December 14, 2021)
   10.7       Form of PIPE Subscription Agreement (included as Annex F to the Proxy
            Statement/ Prospectus filed with the SEC on April 8, 2022)
   10.8       Form of Amendment to PIPE Subscription Agreement (incorporated by
            reference to Exhibit 10.1 to Spring Valley's Current Report on Form 8-K,
            filed with the SEC on April 15, 2022)
  10.9*+      Fourth Amended and Restated Equity Incentive Plan of NuScale Power,
            LLC; Form of Option Agreement
  10.10*      Amended and Restated Registration Rights Agreement dated as of May 2,
            2022, by and among NuScale Power Corporation, Spring Valley Acquisition
            Sponsor, LLC, Sponsor Sub, and certain members of NuScale Power, LLC and
            shareholders of NuScale Power Corporation
  10.11*      Tax Receivable Agreement dated as of May 2, 2022, by and among NuScale
            Power Corporation, NuScale Power, LLC, and certain members of NuScale
            Power, LLC

10.12*† Sixth Amended and Restated Limited Liability Company Agreement dated

            as of May 2, 2022, by and among NuScale Power Corporation, NuScale
            Power, LLC and the members of NuScale Power, LLC

10.13+ Employment Agreement between John Hopkins and NuScale Power, LLC dated

November 1, 2021 (incorporated by reference to Exhibit 10.10 to Spring
            Valley's Registration Statement on Form S-4, filed with the SEC on
            February 11, 2022)

10.14*+ Amendment No. 1 to Employment Agreement with John Hopkins effective

May 2, 2022

10.15+ Employment Agreement between Dale Atkinson and NuScale Power, LLC

            dated July 11, 2019 (incorporated by reference to Exhibit 10.12 to
            Spring Valley's Registration Statement on Form S-4, filed with the SEC
            on February 11, 2022)

10.16*+ Amendment No. 1 to Employment Agreement with Dale Atkinson effective

May 2, 2022

10.17† Assistance Agreement with the U.S. Department of Energy dated

January 7, 2022 (portions of the agreement have been redacted)
            (incorporated by reference to Exhibit 10.14 to Spring Valley's
            Registration Statement on Form S-4 filed with the SEC on March 14,
            2022)

10.18*+ Form of Change in Control and Indemnity Agreement

10.19*+ Executive Severance Policy

10.20*+ NuScale Power, LLC Fourth Amended and Restated 2011 Equity Incentive

            Plan; Form of Option Agreement

10.21* Exclusivity Agreement among NuScale Power, LLC, NuScale Holdings

            Corp., and Fluor Enterprises, Inc. dated September 30, 2011, as amended
            by First Amendment to Exclusivity Agreement dated July 31, 2019 and
            Second Amendment to the Exclusivity Agreement dated March 26, 2021
            (portions of the agreement have been redacted)

10.22* Development Cost Reimbursement Agreement between NuScale Power, LLC

            and Utah Associated Municipal Power Systems dated December 31, 2020, as
            amended by Amendment No. 1 dated April 30, 2021 and Amendment No. 2
            dated May 31, 2021 (portions of the agreement have been redacted)

10.23*† Letter Agreement among NuScale Power, LLC, Fluor Enterprises, Inc.,

Japan NuScale Innovation, LLC, and Japan Bank for International
            Cooperation dated April 4, 2022.
   16.1*      Letter from WithumSmith+Brown PC to the SEC dated May 4, 2022
   21.1*      List of Subsidiaries of NuScale Power Corporation
   99.1*      Press Release issued by NuScale Power Corporation on May 2, 2022
   99.2*      Unaudited pro forma condensed combined financial information of Spring
            Valley Acquisition Corp. and NuScale Power, LLC as of December 31, 2021
            and for the year then ended
    104     Cover Page Interactive Data File (formatted as Inline XBRL)




* Filed herewith.

† The annexes, schedules, and certain exhibits to this exhibit have been

omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby

agrees to furnish supplementally a copy of any omitted annex, schedule, or

exhibit to the SEC upon request.

+ Indicates a management contract or compensatory plan.

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