425 1 tm2136469d28_425.htm 425

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

 

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Investor Presentation A p r i l 2 0 2 2

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2 This presentation (“Presentation”) and any oral statements made in connection with the Presentation do not constitute an offer to sell or solicitation to buy any securities, nor the solicitation of a proxy, consent, or authorization in connection with the proposed business combination between NuScale Power, LLC (the “Company”) and Spring Valley Acquisition Corp. (“Spring Valley”) and related transactions (the “Proposed Transaction”) in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which it is unlawful to m ake such offer or solicitation prior to the registration or qualification under the securities laws of any jurisdiction. Certain statements in this Presentation may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Company’s or Spring Valley’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: plans for research and development programs; expectations regarding the time period over which the Company’s capital resources will be sufficient to fund its anticipated operations; and the expected effects of the Proposed Transaction on the Company and Spring Valley. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “ 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 statement is not forward looking. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable by Spring Valley and its management, and the Company and its management, as the case may be, are inhere ntly uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Spring Valley’s registration statement on Form S-1 relating to its initial public offering, dated November 20, 2020 (“Form S-1”) and its registration statement on Form S-4 relating to the Proposed Transaction, dated March 29, 2022 (“Form S-4”), the Proxy Statement filed April 7, 2022, and its other filings with the SEC, including those risks and uncertainties included in the Form S-4 under the caption “Risk Factors” which relate to the Proposed Transaction, as well as factors associated with companies, such as the Company, that operate in the energy industry. Such differences may result both from actions within the control of the Company, such as capital investments, asset acquisitions, and marketing initiatives, and from actions outside the control of the Company, such as the demand for the Company’s products, changes in technology, competition and general economic and market conditions. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither the Company nor Spring Valley undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or in the events, conditions or circumstances on which any such statement is based. This Presentation does not purport to summarize all of the conditions, risks and other attributes of an investment in the Company or Spring Valley. The information contained in this Presentation was prepared by the Company and/or obtained from outside sources. All information presented in this Presentation with respect to estimates and projections as to future operations are based on material prepared by the Company and involves significant elements of subjective judgment and analysi s, which may, or may not, be correct. Neither the Company nor any of its affiliates assumes any responsibility for the accuracy or completeness of the information contained within this Presentation. This Presentation does not, and if hereafter supplemented, will not, contain all of the information that may be required to evaluate any investment in the Company. The Company makes no representations or warranties, express or implied, as to the accuracy or completeness of the information contained in this Presentation and nothing herein is, or shall be relied upon as a representation or warranty with respect to past or future facts or results. This Presentation includes industry and market data, including forecasts and other forward-looking information, obtained from, among others, reports of governmental agencies, industry publications, studies and surveys, and internal company surveys. Such reports, industry publications, studies, surveys, and forecasts generally state thatthe data contained therein has been obtained from sources believed to be reliable, but that data may be incomplete or inaccurate. Such data has not been independently verified, and the Company makes no representation as to the accuracy or completeness of such data or any assumptions relied upon therein. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source and neither Spring Valley nor the Company has independently verified the information. Important Notice

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3 The Company uses certain financial measures that are not defined by generally accepted accounting principles in the United States (“GAAP”) to evaluate various aspects of its business, including EBITDA, Cash EBITDA and Cash Revenue (as defined herein). Non-GAAP financial measures are not measures of financial performance or liquidity in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should only be considered in addition to,not as superior to, or as a substitute for, GAAP measures. EBITDA–defined as earnings before interest, taxes, depreciation, and amortization–as well as Cash EBITDA and Cash Revenue have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of the Company’s results as reported in accordance with GAAP. EBITDA and Cash EBITDA should not be considered as a m easure of discretionary cash available to the Company to invest in the growth of its business. Accordingly, EBITDA and Cash EBITDA should not be considered substitutes for net income (loss) or cash flows as indicators of operating performance and liquidity. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP Financial measures are subject to inherent limitations as they reflect the exercise of judgments by management in determining these non-GAAP financial measures. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but the Company and Spring Valley will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. In connection with the Proposed Transaction, Spring Valley has filed the Form S-4 containing a preliminary proxy statement and a preliminary prospectus of Spring Valley and other documents with the SEC. The information in this Presentation, and the information contained in the Form S-4, is not complete and may be changed. Any securities referenced in the Form S-4 may not be issued until the Form S-4 is declared effective by the Securities and Exchange Commission. After the Form S-4 is declared effective, Spring Valley will mail a definitive proxy statement/prospectus relating to the Proposed Transaction to the shareholders of Spring Valley. INVESTORS AND SECURITY HOLDERS OF SPRING VALLEY AND THE COMPANY ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When available, the definitive proxy statement/prospectus and other relevant materials for the Proposed Transaction will be mailed to shareholders of Spring Valley as of a record date to be established for voting on the Proposed Transaction. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, when available, free of charge at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge upon written request to Spring Valley Acquisition Corp., 2100 McKinney Ave., Suite 1675, Dallas, TX 75201. Spring Valley and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in favor of the approval of the Proposed Transaction and related matters. Information regarding Spring Valley’s directors and executive officers is contained in the section of Spring Valley’s Form S-4 titled “Information About Spring Valley.” Additional information regarding the interests of those participants and other persons who may be deemed participants in the Proposed Transaction may be obtained by reading the Form S-4 and other relevant documents filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph. The Company and certain of its respective directors and executive officers may also be deemed to be participants in the solicitation of proxies in favor of the approval of the Proposed Transaction and related matters. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction are included in Spring Valley’s Form S-4 for the Proposed Transaction. This Presentation is based upon work supported by the Department of Energy under Award Number DE-NE0008928. This Presentation was prepared as an account of work sponsored by an agency of the United States (U.S.) Government. Neither the U.S. Government nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the U.S. Government or any agency thereof. The views and opinions of authors expressed herein do not necessarily state or reflect those of the U.S. Government or any agency thereof. Important Notice (Cont’d)

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4 Transaction Overview Leadership John Hopkins CEO Chris Colbert CFO Chris Sorrells CEO Key Highlights Transaction Size • $232mm cash in trust from Spring Valley Acquisition Corp. (Nasdaq: SV) • $236mm PIPE that covers the minimum cash closing condition Capital Structure • $425mm(1) in cash to fund commercialization and accelerate growth • No additional capital requirements expected between now and achieving free cash flow Valuation • ~$1.9bn pro forma enterprise value • 2026E Metrics: 1.0x Revenue and 4.4x EBITDA • Attractive valuation relative to other leading Energy Transition peers Ownership • 78.7% existing NuScale shareholder equity rollover • 11.3% SPAC including sponsor shares(2) • 10.0% PIPE investors (1) Reflects $232mm of cash in trust plus $236mm PIPE less transaction expenses. (2) Excludes sponsor shares subject to vesting.

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5 Spring Valley Acquisition Corp. Leadership Who We Are and What We Offer Chris Sorrells CEO Billy Quinn Chairman Selected Companies: Team with 30+ years of combined investing track record in decarbonization Strong C-level operational and investing expertise in nuclear Proprietary network and sourcing capabilities Established track record of building publicly traded bellwethers Strong History of Value Creation $289 $2,613 2012 IPO Market Cap (11/16/21) $3,092 $25,002 2006 IPO Market Cap (11/16/21) In 2006, Sorrells led an investment in Renewable Energy Group, Inc. while the company was beginning operations in a developing, but promising industry In 2002, four years before its IPO, Natural Gas Partners (“NGP”) was an original investor in Energy Transfer, which grew from a small private company into one of the largest publicly traded midstream corporations after its IPO in 2006 through several acquisitions and organic growth projects Grew revenues from ~$85mm in 2008 to ~$2.6bn in 2019 via organic growth and an aggressive acquisition strategy Pearl Energy Investments (“Pearl”) is a Dallas, Texas based investment firm with over $1.2bn of committed capital under management founded by Spring Valley chairman Billy Quinn Prior to founding Pearl, Mr. Quinn served as a Co-Managing Partner of NGP, a family of PE investment funds with over $20bn of cumulative equity commitments, which created one of the first sustainability focused PE funds in 2005 Pearl is rooted in energy and decarbonization with 60+ years of combined experience >9x >8x

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6 NuScale has developed a transformational small modular reactor ("SMR") that delivers scalable, safe and reliable carbon-free nuclear power essential to meeting global decarbonization targets

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7 NuScale by the Numbers 1st And Only SMR to Receive NRC Standard Design Approval 15 Years R&D and Testing Founded in 2007 $1.3bn Cumulative Capital Invested to Date 485+ Employees with Unparalleled Nuclear Experience 37 PhDs 167 Master in Engineering / Science Degrees 8 Strategic Investors Supporting Global Customer Adoption Established Supply Chain Network with Continued DOE Support 634 Patents 425 Granted, 209 Pending Extensive Trade Secrets Existing Investors As of March 2022.

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8 Began NRC Pre-Application Note: Logos represent first investment in NuScale. (1) Represents cumulative capital invested through December 31, 2021. Includes funding received from the DOE cost -sharing program. Excludes any capital raised as part of a de-spac transaction. Company History and Key Milestones 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Formation of NuScale Power, LLC Secured First Customer $226mm U.S. DOE SMR Award Recipient UAMPS Site Selection First-Ever SMR Design Certification Application (DCA) Submitted to NRC 2022 and Beyond 2022: Agreement to Initiate Work Towards Implementing NuScale SMRs in Poland 2022: Submit Standard Design Approval Application for Power Increase 250 MWth (77 MWe) 2025: NRC Approval of 77 MWe 6-module Configuration, Plant Design Ready for Construction and Module Fabrication 2027: Ability to Deploy Modules $1.4bn U.S. DOE cost share for UAMPS NRC Approval of Final Safety Evaluation Report NRC Standard Design Approval of 160 MWth (50 MWe), 12-module plant design NuScale Teaming Agreement with Romania Announced by U.S. White House $1.3bn Capital Invested(1) Grey shaded area represents actual capital spend by NuScale over time, including both from private investor capital raised and funds received from the DOE cost-sharing program

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9 NuScale’s Visionary Management Team John Hopkins President & Chief Executive Officer Since 2012 Jose Reyes, Ph.D. Chief Technology Officer & Co-Founder Since 2007 UNITED STATES NUCLEAR REGULATORY COMMISSION Chris Colbert Chief Financial Officer Since 2011 Dale Atkinson Chief Operating Officer & Chief Nuclear Officer Since 2014 Tom Mundy Chief Commercial Officer Since 2012 Robert Temple General Counsel Since 2016 Proven nuclear, engineering and government experience Average 8 years tenure at NuScale and 39 years in the energy industry UNITED STATES NAVY UNITED STATES NAVY Clayton Scott Executive Vice President, Business Development Since 2022

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10 Key Investment Highlights 01 Only viable clean baseload power available to address the massive global need for 16,000+ GW of carbon-free generation by 2040 02 First-to-marketand years ahead of the competition Only advanced nuclear technology with NRC Standard Design Approval; $1.3bn invested to-date 03 First of a kind announced project (backed by a ~$1.4bn DOE cost share) and 20 signed MOUs globally Over 90 additional identified customer opportunities in the pipeline 04 Global network of strategic investors and supply chain partners with continued DOE support 05 Visionary management team with unparalleled industry and government experience 06 Capex-light model: proprietary technology sales and recurring services Competitive moat supported by a portfolio of over 634 patents (granted & pending) Safer Cost Competitive Smarter Cleaner

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11 Contents 01 Market Overview 02 NuScale Technology 03 Products and Services 04 Customer Opportunities 05 Financial Profile 06 Transaction Overview

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Market Overview 01

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13 Massive Addressable Market BloombergNEF Net Zero Pathway “Red Scenario”(1) The Energy Transition Requires More Than 16,000 GW of Zero Carbon Generation Capacity Additions Globally Through 2040 16,407 GW Carbon-Free Capacity Additions Required Through 2040 1,286 GW SMR Additions 0.4% market share of 16,407 GW 5.3% market share of 1,286 GW (1) Source: BloombergNEF New Energy Outlook 2021 Data Viewer (August 2021).

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14 Much of the 16,000+ GW of new capacity must come from clean baseload generation of which nuclear is the only viable option Nuclear SMR Only Viable Zero-Emission Baseload Technology Traditional Baseload Renewables Baseload Capable Dispatchable and load-following capable Zero-Emission / Clean 100% carbon-free; ¼ the greenhouse-gas emissions over lifecycle vs solar Cost-Effective Competitive LCOE in U.S. and globally Material Efficiency Relative to wind and solar, NuScale’s SMR use, per MWh: >90% fewer materials >99% less land Land Use Efficiency Supportive of Critical Applications Mission-critical applications (e.g., hospitals, data centers) Industrial applications requiring on-site and cost-efficient power

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15 Source: U.S. Energy Information Administration Annual Energy Outlook 2021 (February 2021). (1) Nth-of-a-kind (“NOAK”) costs excluding escalation, contingencies and fees. Large scale nuclear estimate per Table 11.1, U.S. Ene rgy Information Administration Capital Cost and Performance Characteristic Estimates for Utility Scale Electric Power Generating Technologies (February 2020). NuScale SMRs are Superior to Large-Scale Nuclear NuScale SMR Large-Scale Nuclear Upfront Plant Capex(1) Modular; $3.3bn for 924 MWe (12 NPM) $9.0+bn for 2.2 GWe (Illustrative) Construction Time ~3 years 6+ years Safety First commercial nuclear design to ensure safe shutdown and unlimited self- cool period without operator or computer action, AC or DC power or addition of water Complex safety systems requiring redundant electrical supply, operator action and grid connection Business Cases Limited to large centralized utility planning cases Flexible design and siting including single circuit, “end-of-line” and off-grid Direct power source for mission critical applications and coal plant replacement Site adjacency to existing infrastructure supported by emergency planning zone at site boundary Fuel Sourcing Fuel supply infrastructure established for 50+ years Fuel supply infrastructure established for 50+ years

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16 Global Stakeholder Support for Nuclear is Strong Bipartisan U.S. Support Across Administrations $10bn Programs supporting nuclear in Bipartisan Infrastructure Bill, Build Back Better plan and FY22 Appropriations $0.5bn(1) received to-date in DOE cost-sharing with ~$200mm additional available through 2024 as part of a 5-yr award granted in 2020 $1.4bn DOE cost share program (2020) to support deployment of NuScale SMRs U.S. Agency Support for International Deployment (1) Represents cumulative DOE cost sharing as of July 31, 2021. Duke Energy does not see a way to get to carbon reduction at the speed that we need to achieve without nuclear energy.” ̶ Lynn Good CEO of Duke Energy We will have to make nuclear power a key source of energy for the next 60 years.” ̶ Kim Boo-kyum Prime Minister of South Korea It’s crucial that we restart nuclear power plants … renewable energy sources like wind and solar won’t be enough.” ̶ Fumio Kishida Prime Minister of Japan Romania will include small modular reactors in the national energy production system by 2028, which will strengthen the partnership with the USA [via NuScale Power] in the civil nuclear field” ̶ Office of Klaus Iohannis President of Romania …nuclear energy is actually the best solution we have…not only in terms of climate change, but in terms of energy and energy poverty…[My hope is] we can build the future of clean, reliable and abundant energy for everyone, no matter where they were born.” ̶ Isabelle Boemeke (ISODOPE) The w orld’s first nuclear influencer @isabelleboemeke UNITED STATES DEPARTMENT OF COMMERCE UNITED STATES INTERNATIONAL DEVELOPMENT FINANCE CORPORATION EXPORT-IMPORT BANK OF THE UNITED STATES

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NuScale Technology 02

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18 NuScale’s Core Technology: the NuScale Power Module™ Reactor Core Reactor Pressure Vessel Steam Generators Pressurizer Containment 76 ft 15 ft Groundbreaking technology features a fully factory fabricated SMR referred to as a NuScale Power ModuleTM consisting of an integral nuclear steam supply system in which the reactor core, steam generators and pressurizer are all contained in a single vessel Simple design eliminates reactor coolant pumps, large bore piping and other systems and components found in conventional reactors Simplicity results in an extremely strong safety case and reduced capital and operational costs Modules can be incrementally added to match load growth NuScale Power ModuleTM Specifications Electrical Capacity 77 MWe Modules per Plant Up to 12 (924 MWe) Design Life 60 Years Fuel Supply Existing light water reactor nuclear fuel Safety Walk-away safe, unlimited coping period Emergency Planning Zone (EPZ) Supports site boundary EPZ

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19 IP Portfolio and Skilled Employee Base Key to NuScale’s Advantage Growing Robust IP Portfolio 425 Issued Patents Globally 209 Pending Patents Software Developed In-House and Approved by the NRC Highly Cyber Secure FPGA Based Module Protection Highly Educated Workforce 485+ Employees 167 Master in Engineering / Science Degrees 37 PhDs As of March 2022. 14% Of Engineers are Veterans (Primarily U.S. Navy)

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20 Key Enabling Features Dependent on Patented Technology Passive Safety System Integral Steam Generator Natural Circulation System Evacuated Containment Design 4 3 NuScale Power ModuleTM 2 1 Scalable Reactor Building Design 5 Cyber-secure FPGA Based Module Protection Digital Multi-Module Control Room VOYGRTM Plant Control Room 6 7

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21 Inherently Safe Design Sets New Industry Standards – Triple Crown of Nuclear Plant Safety™ Unlimited Coping Period for Reactors Only SMR that Supports U.S. NRC Site Boundary Emergency Planning Zone (“EPZ”) Unparalleled Capability and Performance Comparison of Reactor Coping Period Following an Extreme Station Blackout (loss of both AC and DC power) Generation II Reactors: 4-8 Hours With Significant Operator Actions Required Generation III & III+ Reactors: Up To 72 Hours With No Operator Actions UNLIMITED WITH NO OPERATOR ACTIONS OR EXTERNAL SUPPORT The smaller EPZ enables NuScale Plants to be sited in close proximity to end-users, which is of particular importance to process heat off- takers and repowering retiring coal-fired generation facilities Typical Large Scale Nuclear EPZ (10 mile radius) NuScale EPZ (~40 acres) Williams Pow er Station (Coal, 650 MW), S. Carolina Announced retirement date of 2028 Capable of “Black-Start” and Operation in “Island Mode” A VOYGRTM plant can be started w ithout the need for pow er from the grid and can operate disconnected from the grid – a first for a nuclear pow er plant First Responder Power A VOYGRTM plant can start-up w ithout pow er from the grid and can inject pow er back into the system to support grid restoration Deliver Highly Reliable Power Under a microgrid connection, a VOYGRTM-12 plant can provide over the 60-yr plant lifetime 154 MWe of pow er to mission critical installations at 99.95% reliability Flexible Siting Options A VOYGRTM plant can be sited at the “end of the line” w ith only a single grid connection, or off-grid

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22 Competitive Landscape: Key Differentiators Selected Differentiators Small Modular Reactor Competitors Other Light Water Reactors Non-Light Water Reactors(1) Underlying Technology Track Record Light water reactor (LWR) 50+ years history Same as NuScale Relatively limited Fuel Supply Infrastructure Exists (50+ years history) Same as NuScale Does not exist today; under development Manufacturing Infrastructure Multiple suppliers for all critical components Same as NuScale Largely in place Design Approval by NRC Standard Design Approval received from NRC (42 months after application submission) None (applications not yet submitted) None (applications not yet submitted) Coping Period Unlimited Varies; goals of between 7 days and unlimited Goal of unlimited Unparalleled Capabilities Innovations including: black start, island mode, off-grid operation To be determined To be determined (1) For example; high temperature gas cooled, molten salt and fast reactor technologies.

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23 Established Supply Chain Ecosystem NuScale Power ModulesTM Fuel Assemblies(1) Control Systems Reactor Building Crane Module Protection System Sensors and Instrumentation (1) Fuel assembly image provided by Framatome Inc. and used by permission.

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Products and Services 03

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25 NuScale has a Diversified, Low Capex Model with Significant Competitive Moat NuScale VOYGRTM Power Plants Services Sale of NuScale Power ModulesTM Provision of a diversified suite of services including licensing support, testing, training, fuel supply, program management, etc. Revenue Source Sale of Standard Plant Designs and Licensing Basis Competitive Advantage Positioned well for capture having developed and controlled the design and licensing basis of the core NPM technology, depth of talent pool, and first-to-market advantage IP: 634 patents (granted and pending) First to market in a massive untapped global market With over $1.3bn invested to date, NuScale has passed, unlike the competition, the high barriers to entry Cash Revenue Timing Years 3-9 (i.e., COD -6 to COD) Full 60+ years life of plant: pre-COD and post-COD services

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26 NuScale VOYGRTM Power Plants NuScale sells its NuScale Power ModulesTM (77 MWe each) as well as its standard plant designs and licensing basis to utility and industrial customers globally Three Power Plant Size Offerings To Meet Customer Power Needs, Infrastructure/Grid Limitations, and Economics: • VOYGRTM-12 (12 NPM, 924 MWe) • VOYGRTM-6 (6 NPM, 462 MWe) • VOYGRTM-4 (4 NPM, 308 MWe) • Other customized NPM configurations to fit customer needs including wet and dry cooling options NuScale owns patents and intellectual property Near-zero capex NuScale holds no inventory

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27 Footer NuScale Offers Critical Services Over the Life Cycle of the Plant Recurring and diversified High penetration rates Revenue opportunity begins ~8 years pre-COD and extends over the 60+ year life of the plant Select NuScale Services T-8 T-7 T-6 T-5 T-4 T-3 T-2 T-1 COD T+1 T+2 T+3 T+4 T+5 Licensing & Support Startup & Testing Initial Training Nuclear Equipment Inspection & Testing Fuel Supply, Handling & Refueling Services O&M Engineering Program Mgmt. Requal Training Services Design Engineering Mgmt. Procurement & Spare Parts Mgmt. = Revenue timing

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28 NuScale is Well Suited for a Range of Applications Critical to the Energy Transition Enhancing the Power Grid Energy Transition-Specific Opportunities Grid Resiliency • Adverse weather conditions do not impact operations for a VOYGRTM Plant • A single module can be black-started and can power the entire plant in case of loss of the utility grid • On loss of offsite grid, all modules in a VOYGRTM Plant can remain at power and be available to provide electricity upon grid restoration Mission Critical Facilities • A VOYGRTM Plant can provide highly reliable power to mission critical micro-grids (e.g., hospitals, data centers) with 99.95% availability over the 60-yr life • Off-grid operations enables a plant to supply power without external grid connection Coal Plant Replacement • ~132 coal plants in the U.S., representing 140+ GW of capacity, are planned for retirement through 2050 • Opportunity to preserve 41,500 power plant jobs by repurposing this lost coal capacity with over 150 VOYGRTM plants (12 NPM), and create or preserve nearly 37,000 manufacturing jobs per year Support for Wind and Solar Development • NuScale's load-following capabilities well-suited to both solar and wind's intermittency • Provides critical ancillary services to support electric grid stability Carbon Capture & Sequestration (CCS) • NPMs can power energy-intensive CCS facilities with 100% clean power • Many global decarbonization pathways anticipate significant CCS deployment • Direct air capture Hydrogen Production • NuScale NPMs can produce cost effective, green hydrogen at scale • Hydrogen production by conventional renewables faces challenges of scale and cost

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Customer Opportunities 04

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30 Solar Wind Storage Other SMR 0 20 40 60 80 100 120 RE + Storage + NuScale SMRs Capacity (GW) Customer View on Economics Total system cost in customer Integrated Resource Plan is the applicable benchmark (1) Source: NREL, U.S. Solar Photovoltaic System and Energy Storage Cost Benchmarks: Q1 2021 (November 2021). (2) Chart and table data based on Energy + Environmental Economics’ Pacific Northwest Zero-Emitting Resources Study (January 2020) and Least Cost Carbon Reduction Policies in PJM (October 2020). (3) Columbia Generating Station (CGS) is a commercial nuclear generating facility located in Washington state. Technology specific LCOEs ignore customer requirements for 24/7 availability, resiliency, reliability and cost certainty VOYGRTM plants deliver all four and contribute to an affordable, carbon-free portfolio Reliable, affordable, 24/7 availability are a key component of a 100% decarbonized electricity supply $58 $41 $77 CFPP VOYGR -6 Price Target 100 MW Utility Scale PV 100 MW Utility Scale PV + 240 MWh Storage LCOE Comparison of NuScale CFPP Price Target compared to NREL PV(1) ($/MWh) Regional Case Study by Energy+ Environmental Economics: Resource Mix for 100% GHG Emissions Reduction in Pacific Northwest by 2050(2) Adding Avoids + 1.2 GW CGS(3) - 9.5 GW Storage + 5.3 GW SMRs -44.8 GW Wind - 37 GW Solar + 6.5 GW Firm - 91 GW Non-firm CGS + NuScale SMRs reduce system costs by almost $8bn per year relative to RE + Storage TM Avoided

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31 Potential customers include governments, political subdivisions, state-owned enterprises, public and investor- owned utilities, and other commercial and industrial companies, in domestic and international markets Robust and Diversified Global Customer Pipeline Class 2 (8) Committed to Proceed with a New Nuclear Deployment with Preference for NuScale Technology Class 3 (13) Committed to Proceed with a New Nuclear Deployment (e.g. SMR / Advanced Nuclear Technology) Class 4 (25) Interest in Deploying New Nuclear Technology; Size and Type of Technology Not Decided Class 5 (72) Lead Current Pipeline (119 Total Customer Opportunities) Class 1 (1) Commercial Commitment Massive Global Opportunity Select Publicly Announced MOUs (among 20 total) Coal to Nuclear Utilities Industrial Hydrogen Production Direct Air Capture Desalinization Mission Critical

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32 Utah Associated Municipal Power Systems (“UAMPS”) will be among the first commercial deployments of NPMs NuScale Customer Poised to Deploy NPMs in 2029 UAMPS Overview First commercial deployment will be a VOYGRTM-6 power plant at the Idaho National Laboratory (“INL”) for the UAMPS Carbon Free Power Project (“CFPP”) UAMPS provides energy services to community-owned power systems throughout the Intermountain West 27 of UAMPS’s 54 members, representing 7 states, are currently CFPP participants as of November 2021 The CFPP will provide safe, reliable, and cost competitive clean energy to UAMPS members at a target LCOE of $58/MWh In 2020, the DOE awarded a ~$1.4 bn cost share grant over ten years to UAMPS to build the CFPP DOE Cost Share, Site characterization activities began Combined Operating License Submittal First NuScale Power ModuleTM installed Remaining modules installed for full plant operation UAMPS formally launched the CFPP DOE Site Use Permit and initial site selection Final INL site selected Begin construction NuScale begins work with UAMPS 2020 2024 2029 2030 2013 2016 2019 2026 2015 …… 2025 …… 2022 Order NPM long-lead materials Begin site mobilization and preparation Carbon Free Power Project Timeline …

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33 In partnership with NuScale, Romania has the potential to be the first deployment of SMRs in Europe NuScale and Nuclearelectrica Partnership November 2, 2021 The United States and Romania will announce today plans to build a “first-of-a-kind” small modular reactor (SMR) plant in Romania in partnership with U.S. NuScale Power, bringing the latest civil nuclear technology to a critical part of Europe. The partnership will bring SMR technology to Romania, positioning U.S. technology to lead in the global race for SMR deployment. The commercial agreement will include a six-module NuScale plant, initially creating over 3,700 U.S. and Romanian jobs, including possible union jobs, with the potential to create 30,000 U.S. and Romanian jobs as the project grows. Deployment of SMR technology will be an important contributor to a decarbonized power sector and net zero future.” In 2019, NuScale and Nuclearelectrica signed a memorandum of understanding (MOU) to evaluate the development, licensing and construction of a NuScale SMR in Romania Nuclearelectrica is a national Romanian energy company that produces electricity, heat and nuclear fuel • Contributes over 18% of Romania’s total energy in the form of nuclear power and 33% of Romania’s total carbon-free energy The commercial agreement will include a VOYGRTM-6 plant On November 4, 2021, NuScale and SN Nuclearelectrica (SNN) signed a teaming agreement to advance the deployment of NuScale's SMR technology in Romania as early as 2027-2028

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34 NuScale announces a historic agreement with KGHM to initiate the deployment of the first SMR in Poland NuScale and KGHM Partnership February 14, 2022 KGHM is proud to lead the initiation of a 100% carbon free energy project, delivering on its commitment to lead efforts to decarbonize. The SMR technology will increase the company's cost efficiency and transform the Polish energy sector” - Marcin Chludziński, President of the Management Board of KGHM Polska Miedź S.A We are always thrilled when we see U.S. companies furthering our country's energy leadership by advancing our innovative technologies for global applications" - Andrew Griffith, U.S. DOE Deputy Assistant Secretary for Nuclear Fuel Cycle and Supply Chain Under the agreement, NuScale will work with KGHM to support the deployment of the first NuScale VOYGR™ power plant in Poland as early as 2029, which will help Poland avoid up to 8M tons of CO2 emissions per year KGHM is a Poland-based leader in copper and silver production and a large industrial energy user The agreement will position KGHM as a clean energy implementation leader with the first deployment of SMRs in Poland NuScale and KGHM signed a landmark agreement in February 2022 to initiate work towards implementing SMRs in Poland

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Financial Profile 05

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36 Per-Plant Economics Illustration Average Annual Cash Revenue (Illustrative Range) Years 1-5 (T-9 to T-5) Years 6-10 (T-4 to COD) Years 11-40+ (T+1 to T+40) NuScale Power ModulesTM(1) $200mm – $250mm Services $5mm – $15mm $10mm – $20mm $25mm – $50mm Total Cash Revenue $5mm – $15mm $210mm – $270mm $25mm – $50mm Anticipated Blended Gross Margin Range $0.5mm – $2.3mm $42.0mm – $67.5mm $5.0mm – $15.0mm Gross Margin % 10-15% 20-25% 20-30% NuScale Power ModuleTM sales will be priced to achieve gross margin targets – with COGS highly dependent on country, site selection, etc. Projected services revenue per plant represent <25% of typical customer non-fuel O&M budget Illustration reflects estimated global blended average plant size of ~9 NuScale Power ModulesTM per plant (1) In years 3 through 5 (i.e., T -6 through T -4), NuScale additionally intends to receive fixed fees related to sales of its Standard Plant Designs and Licensing Basis.

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37 NuScale expects a material difference between its Cash Revenue collection and GAAP Revenue recognition schedules for NPM sales. Differences in accrual accounting and cash collection are captured on the balance sheet as Deferred Revenue and Work in Progress Attractive Cash Flow Characteristics Cumulative Percent of NPM Recognition (Nth-of-a-Kind(1)) Cash Revenue & COGS GAAP Revenue & COGS 0% 0% 31% 58% 77% 89% 100% 100% T-6 T-5 T-4 T-3 T-2 T-1 COD T+1 1% 2% 3% 4% 5% 22% 94% 100% T-6 T-5 T-4 T-3 T-2 T-1 COD T+1 (1) NuScale’sfirst customer, UAMPS, is expected to generate revenue in advance of 4 years prior to COD.

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38 $ in millions Financial Summary “Cash Revenue”(1) Free Cash Flow(3) NPM COD Forecast “Cash EBITDA”(2) (1) “Cash Revenue” reflects GAAP revenue plus (or minus) any increases (or decreases) in deferred revenue during the year. (2) “Cash EBITDA” reflects net income before interest, tax, depreciation and amortization, plus (or minus) any increases (or decreases) in deferred revenue and any decreases (or increases) in work in progress during the year. Work in progress represents the raw materials, labor, and overhead allocated to partially completed NuScale Power ModulesTM. (3) “Free Cash Flow” reflects cash flow from operations, minus capital expenditures during the year. 16 19 35 63 85 90 92 94 96 98 100 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E 2039E $16 $145 $672 $1,058 $1,896 $3,641 $6,480 $10,008 $13,119 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E ($155) ($36) $116 $191 $434 $896 $1,610 $2,457 $3,171 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E ($158) ($42) $93 $127 $304 $640 $1,173 $1,809 $2,340 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E

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39 $ in millions Cash Metrics Reconciliation 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E GAAP Revenue $14 $85 $179 $358 $640 $1,017 $1,855 $4,157 $5,506 (+) Changes in Deferred Revenue, net 2 60 493 699 1,256 2,624 4,624 5,851 7,613 "Cash Revenue" $16 $145 $672 $1,058 $1,896 $3,641 $6,480 $10,008 $13,119 EBITDA ($155) ($50) ($1) $26 $139 $288 $532 $1,076 $1,387 (+) Changes in Deferred Revenue, net 2 60 493 699 1,256 2,624 4,624 5,851 7,613 (-) Changes in WIP, net (2) (46) (377) (534) (960) (2,016) (3,547) (4,470) (5,828) "Cash EBITDA" ($155) ($36) $116 $191 $434 $896 $1,610 $2,457 $3,171

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Transaction Overview 06

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41 $ in millions Transaction Overview Pro Forma Ownership (%) at Closing(3) Pro Forma Capitalization Note: Assumes no redemptions from Spring Valley Acquisition Corp.; assumes new shares issued at a price of $10.00. (1) Comprised of 187.5mm shares owned by existing NuScale shareholders (inclusive of shares attributable to NuScale options holders, assuming net exercise), 23.0mm SVAC shares outstanding, 23.8mm PIPE shares and 4.0mm SPAC Sponsor Shares. (2) Comprised of cash to balance sheet and existing net cash as of 12/31/21. (3) Excludes the impact of (i) 11.5mm public warrants and 8.9mm sponsor warrants struck at $11.50, which are not subject to vesting, (ii) 1.75mm additiona l Sponsor Shares which are subject to vesting as follows: half of the shares will be subject to vesting based on a $12 price target and half of the shares will be subject to vesting based on a $14 price target and (iii) E quity Incentive Plan (“EIP”) will dilute all owners proportionately. SVAC IPO Shares 9.7% Sponsor Shares 1.7% Existing NuScale Shareholders 78.7% PIPE Shares 10.0% Sources SVAC Equity $232 NuScale Equity Rollover 1,875 PIPE Financing 236 Total Sources $2,343 Uses NuScale Equity Rollover $1,875 Cash to Balance Sheet 425 Estimated Transaction Fees 43 Total Uses $2,343 Pro-Forma Shares Outstanding(1) 238.3 Post-Money Equity Value $2,383 (-) Net Cash(2) (488) Pro-Forma Implied Enterprise Value (Post-Money) $1,895

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42 Energy Transition Nuclear Operational Benchmarking Revenue CAGR (1) Source: FactSet as of March 14, 2022, public filings. (1) NuScale financials represent Cash metrics. Nuclear EBITDA Margin (1) Energy Transition 2021E – 2024E 2021E – 2024E 2025E 2022E 2024E – 2026E 2026E Median: 34% Median: 4% Median: 19% Median: 18% 68% 38% 24% 31% 48% 60% 26% 4% 7% (3%) 23% NM 17% 28% 16% 19% 19% 20% 15% 18%

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43 Key Investment Highlights Recap 01 Massive addressable market 02 First-to-market and years ahead of competition 03 04 Global strategic investors and supply chain partners 05 Visionary management team 06 Capex-light model with a growing IP portfolio Safer Cost Competitive Smarter Cleaner Rapidly expanding customer opportunities

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Thank You

 

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About NuScale Power

 

NuScale Power is poised to meet the diverse energy needs of customers across the world. It has developed a new modular light water reactor nuclear power plant to supply energy for electrical generation, district heating, desalination, hydrogen production and other process heat applications. The groundbreaking NuScale Power Module™ (NPM), a small, safe, pressurized water reactor, can generate 77 MWe of electricity and can be scaled to meet customer needs. The VOYGR™-12 power plant is capable of generating 924 MWe, and NuScale also offers the four-module VOYGR-4 (308 MWe) and six-module VOYGR-6 (462 MWe) plants and other configurations based on customer needs. The majority investor in NuScale is Fluor Corporation, a global engineering, procurement, and construction company with more than 70 years supporting nuclear projects.

 

NuScale is headquartered in Portland, Ore. and has offices in Corvallis, Ore.; Rockville, Md.; Charlotte, N.C.; Richland, Wash.; and London, UK. Follow us on Twitter: @NuScale_Power, Facebook: NuScale Power, LLC, LinkedIn: NuScale-Power, and Instagram: nuscale_power. Visit NuScale Power's website at www.nuscalepower.com.

 

On December 14, 2021, NuScale announced a definitive business combination agreement with Spring Valley Acquisition Corp. (“Spring Valley”) (NASDAQ: SV, SVSVW). Upon the closing of the business combination, NuScale will become publicly traded under the new ticker symbol "SMR.” Additional information about the transaction can be viewed here: https://www.nuscalepower.com/about-us/investors

 

About Spring Valley Acquisition Corp. 

 

Spring Valley Acquisition Corp. (NASDAQ: SV, SVSVW) is a special purpose acquisition company formed for the purpose of entering into a merger or similar business combination with one or more businesses or entities focusing on sustainability, including clean energy and storage, smart grid/efficiency, environmental services and recycling, mobility, water and wastewater management, advanced materials and technology enabled services. Spring Valley’s sponsor is supported by Pearl Energy Investment Management, LLC, a Dallas, Texas based investment firm that focuses on partnering with best-in-class management teams to invest in the North American energy industry.

 

No Offer or Solicitation

 

This presentation does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination among Spring Valley and NuScale or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Securities Exchange Act of 1934, as amended, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act. 

 

 

 

 

Forward Looking Statements

 

This presentation may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are inherently subject to risks, uncertainties and assumptions. Such forward-looking statements include, but are not limited to, information concerning the timing and anticipated results of the proposed Business Combination. Actual results may differ materially as a result of a number of factors, including those factors discussed in Spring Valley’s final prospectus dated November 25, 2020 and in the Registration Statement under the heading “Risk Factors,” and other documents Spring Valley has filed, or will file, with the SEC. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, NuScale’s results may differ materially from its expectations and projections. While Spring Valley and NuScale may elect to update these forward-looking statements at some point in the future, Spring Valley and NuScale specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Spring Valley’s and NuScale’s assessments of any date subsequent to the date of this presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Additional Information and Where to Find It

 

The proposed Business Combination will be submitted to shareholders of Spring Valley for their approval. The Registration Statement that Spring Valley has filed with the SEC includes a proxy statement/prospectus, which will be distributed to Spring Valley’s shareholders in connection with Spring Valley’s solicitation of proxies for the vote on the proposed Business Combination. After the Registration Statement has been declared effective, Spring Valley will mail the proxy statement/prospectus to Spring Valley shareholders as of the record date established for voting on the proposed Business Combination and other matters to be presented at the special meeting of Spring Valley shareholders. Spring Valley’s shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus and any amendments thereto because these documents contain important information about Spring Valley, NuScale and the proposed Business Combination. Shareholders may also obtain a copy of the proxy statement/prospectus, as well as other documents filed with the SEC regarding the proposed Transaction and other documents filed with the SEC by Spring Valley, without charge, at the SEC’s website located at www.sec.gov. A link to the Registration Statement, as well as other information related to the transaction, can be found on the “Investors” section of NuScale’s website at www.nuscalepower.com/about-us/investors.

 

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

Spring Valley Acquisition Corp.:
www.sv-ac.com
Robert Kaplan
Investors@sv-ac.com

 

Investor inquiries:
Gary Dvorchak, The Blueshirt Group for NuScale
ir@nuscalepower.com

 

Media inquiries:
Diane Hughes, NuScale
media@nuscalepower.com