Filed by Spring Valley Acquisition Corp. pursuant to

Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Spring Valley Acquisition Corp.

Commission File No. 001-39736

AeroFarms

Bloomberg Interview

Monday, March 29, 2021, 11:00 AM Eastern

CORPORATE PARTICIPANTS

Scarlet Fu – Host on Bloomberg

David Rosenberg - CEO of AeroFarms

PRESENTATION

Scarlet Fu: Now staying with SPACs, a deal today coming out of Newark, New Jersey. That's where an old nightclub was turned into what has become the world leader in indoor vertical farming, AeroFarms. And AeroFarms' Co-founder and CEO David Rosenberg joins me now. David, good to speak with you. My colleagues at Bloomberg interviewed you back in 2014, which, I guess in startup years is a lifetime ago. Have you outgrown that old nightclub space?

David Rosenberg: We have. Just in Newark alone, we went from an old, deserted paintball facility. This facility behind me is an old abandoned steel factory. So, we both use refurbished facilities as well as new construction. We're going and breaking ground on a new construction facility in Virginia in April. So we do it both ways.

Scarlet Fu: So, you've been expanding. Talk to us a little bit about what has business been like since the start of the pandemic?

David Rosenberg: It's certainly had its challenges as people move towards what's like long shelf life items like canned goods or toilet paper versus fresh product. But now, there's certainly a move to healthy food. We win because we have great taste but also very healthy. So, there's zero pesticides, herbicides, fungicides. Not organic, but zero. And in places--like we're actually opening up a farm in Abu Dhabi in the United Arab Emirates, which aligns with that region where there's scarcity of water, scarcity of farmland.

And our value proposition's local food at scale, so it's a natural fit there. And places where there's more food insecurity, they've been reaching out to us in greater numbers since COVID. When you think about food manufacturing, we have a lot of centralized food manufacturing. When you think about our business model, it's about democratizing food manufacturing, enable local food production at scale.

Scarlet Fu: Now, clearly, that's the pitch for why vertical farming works so well, but you have said in the past that vertical farming is not the answer for all of humanity's problems. What are the limitations of vertical indoor farming? What crops are still better grown outdoors, in open fields, or in greenhouse farms?

David Rosenberg: Yeah, and that's true. It's like, if you could think about, we're not going to grow an oak tree in a vertical farm. So, it's--while we could grow anything, we say we don't grow everything. What problems are we uniquely positioned to solve? So, leafy greens is a great fit. Leafy greens in the field are grown in about 40 days, in a greenhouse about 30 days. We grow it--at AeroFarms, we have a lot of proprietary technology to accelerate plant growth using the same seed.

Aerofarms 

Monday, March 29th, 2021, 11:00 AM Eastern

1

We grow it on average in 14 days, one-four. That enables us 26 crop turns a year. We actually call it 26 learnings a year. There's a lot of deep science and digitization of taking information and data analytics to understand plants. So that's 26 learnings to grow a plant differently, see what optimizes plant growth. So it's not just growing a plant, it's great taste, textures, even nutritional density, better colors, better shelf life, making a plant as great as it could be.

Scarlet Fu: Yeah, there's a lot of experimentation going on. I can imagine. You also, interestingly enough, see the potential to go beyond food production to more--to other industries that may not necessarily make sense right away to me, for instance, pharmaceuticals. How does that align with indoor farming?

David Rosenberg: Yeah, so, we think of ourselves as a platform, and how do we utilize this platform? At the core, we're really good at bringing nutrients, micronutrients, light spectrum, intensity, airflow, CO2, all these different dynamics. Digitally controlling a farm, there's automation in seeding, harvesting, cleaning, packaging. But what can we use that for? There's--a plant could be a bioreactor. It creates mass very well. So, we grow a plant to produce a protein that could be used to treat highly symptomatic people, for example, of COVID-19. So, that's one of the applications, where the plant is used to grow the protein, the protein's extracted from the plant, and there are benefits there.

And it's even beyond there. The first CRISPR/Cas9 produce in the world we co-developed, so that's a new genetic editing tool. We're using again this platform to solve lots of problems. Also in--I brought some tomatoes, some strawberries, these wonderful plants. Not just--and we sell product today--we sell leafy greens. If you're in New York area, you could buy at Baldor, at Fresh Direct, Amazon Fresh, ShopRite, Whole Foods. We sell under our brand Dream Greens. But this is the beachhead--

Scarlet Fu: --Right--.

David Rosenberg: --This is where we have the unit economics and now expanding from there.

Scarlet Fu: Okay, David. Thank you for that. And now we all know where we can get some of the AeroFarms produce. Very quickly here, since this is Bloomberg and we need to talk about the business angle here, why go through--why go public through a merger with a SPAC rather than the traditional IPO route?

David Rosenberg: I mean, the obvious is we get to share our forecasts and tell more of that story about the company. We spend about--we raised about 200 million before this to really get the unit economics where it needs to be, getting dropped capital costs, dropped operating costs, pro-grade product to prove out the unit economics of leafy greens. So, now we're at the point where we could scale that, bringing in hundreds of millions of dollars to scale our leafy green business as we figure out how to put our platform to work in a more successful way, in all these different--a more ambitious way, and more of these applications like genetics or pharmaceuticals--.

Scarlet Fu: --Got you.

David Rosenberg: It's just an easier way to raise money.

Scarlet Fu: Alright. And faster, certainly, than going through the traditional IPO route. David Rosenberg, CEO of AeroFarms. Thank you so much for joining us from Newark.

2

***

Important Information and Where to Find It

In connection with the proposed business combination (the “Proposed Transactions”), Spring Valley intends to file the Proxy with the SEC, which will be distributed to holders of Spring Valley’s common stock in connection with Spring Valley’s solicitation of proxies for the vote by the Spring Valley Stockholders with respect to the Proposed Transactions and other matters as described in the Proxy. After the preliminary Proxy has been filed and cleared by the SEC, Spring Valley will mail a definitive Proxy to its stockholders. Spring Valley Stockholders and other interested parties are urged to read the Proxy, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Spring Valley, the Company and the Proposed Transactions. Spring Valley Stockholders and other interested parties may obtain free copies of the preliminary Proxy and definitive Proxy (when available) and other documents filed with the SEC by Spring Valley through the website maintained by the SEC at http://www.sec.gov or by directing a request to: Spring Valley Acquisition Corp., 2100 McKinney Ave, Suite 1675, Dallas, TX 75201 or (214) 308-5230.

Participants in the Solicitation

Spring Valley and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Proposed Transactions. Information about the directors and executive officers of Spring Valley is set forth in its registration statement on Form S-1 (Registration Number 333-249067), initially filed with the SEC on September 25, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy and other relevant materials to be filed with the SEC regarding the Proposed Transactions when they become available. Spring Valley Stockholders and other interested persons should read the Proxy carefully when it becomes available before making any voting decisions. When available, these documents can be obtained free of charge from the sources indicated above.

3

Forward-Looking Statements

This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, Spring Valley’s ability to enter into definitive agreements or consummate a transaction with the Company; Spring Valley’s ability to obtain the financing necessary consummate the Proposed Transactions; and the expected timing of completion of the Proposed Transactions. These statements are based on various assumptions and on the current expectations of Spring Valley’s and the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Spring Valley and the Company. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability of the parties to enter into definitive agreements or successfully or timely consummate the Proposed Transactions or to satisfy the other conditions to the closing of the Proposed Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company; the risk that the approval of the Spring Valley Stockholders for the Proposed Transactions is not obtained; failure to realize the anticipated benefits of the Proposed Transactions, including as a result of a delay in consummating the Proposed Transaction or difficulty in, or costs associated with, integrating the businesses of Spring Valley and the Company; the amount of redemption requests made by the Spring Valley Stockholders; the occurrence of events that may give rise to a right of one or both of Spring Valley and the Company to terminate the Merger Agreement; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s business; and those factors discussed in Spring Valley’s registration statement on Form S-1 (Registration Number 333-249067), initially filed with the SEC on September 25, 2020, under the heading “Risk Factors,” and other documents of Spring Valley filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Spring Valley nor the Company presently know or that Spring Valley and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Spring Valley’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. Spring Valley and the Company anticipate that subsequent events and developments will cause their assessments to change. However, while Spring Valley and the Company may elect to update these forward-looking statements at some point in the future, Spring Valley and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Spring Valley’s or the Company’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.