UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including
zip code)
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area code: (
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____________________________:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:.
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of Each Class | Trading Symbol(s) |
Name
of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The | ||||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 22, 2022, Spring Valley Acquisition Corp. (“Spring Valley” or the “Company”) issued a press release announcing that it intends to voluntarily delist all of Spring Valley’s securities from The Nasdaq Capital Market (“Nasdaq”) in connection with its pending merger with NuScale Power, LLC, an Oregon limited liability company (“NuScale LLC,” and such transaction, the “Merger”), including each of Spring Valley’s units, public shares and public warrants currently listed on Nasdaq under the symbols “SVSVU,” “SV” and “SVSVW,” respectively. As previously disclosed, on December 13, 2021, Spring Valley entered into an Agreement and Plan of Merger (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”) by and among Spring Valley, NuScale LLC and Spring Valley Merger Sub, an Oregon limited liability company and a wholly owned subsidiary of Spring Valley (“Merger Sub”).
The Merger Agreement provides for, among other things, the following transactions at the closing (herein referred to collectively as the “Transactions”): (i) Spring Valley will change its jurisdiction of incorporation to Delaware (the “Domestication”) pursuant to Part XII of the Companies Law (Revised) of the Cayman Islands and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware; (ii) Spring Valley will be renamed “NuScale Power Corporation” and is referred to herein as “NuScale Corp”; and (iii) promptly following the consummation of the Domestication, Merger Sub will merge with and into NuScale LLC, with NuScale LLC as the surviving company in the Merger and, after giving effect to the Merger, NuScale LLC will be a wholly controlled subsidiary of NuScale Corp.
On April 22, 2022, Spring Valley notified Nasdaq that, subject to fulfillment of all the New York Stock Exchange (“NYSE”) listing requirements and satisfaction of other customary closing conditions of the Merger, it intends to voluntarily delist all of its securities from Nasdaq and list its post-business combination securities on the NYSE following the consummation of the Transactions, which is currently expected to occur on May 2, 2022 (the “Closing Date”). Spring Valley expects the last day of trading on Nasdaq to be on or about May 2, 2022. The Company intends to file a Form 25 with respect to the delisting of its securities from Nasdaq with the Securities and Exchange Commission (the “SEC”).
Trading of the Company’s Class A common stock and warrants on NYSE is expected to begin on or about May 3, 2022 under the ticker symbols “SMR” and “SMR WS,” respectively. Until the Transactions have been consummated and the transfer to the NYSE is complete, Spring Valley’s units, public shares and public warrants will continue to trade on Nasdaq. Spring Valley will not have any units traded following the Closing Date.
A copy of the press release is furnished hereto as Exhibit 99.1.
Important Information and Where to Find It
In connection with the proposed Transactions, Spring Valley has filed a registration statement on Form S-4 with the SEC, which includes a proxy statement/prospectus and certain other related documents, which will be distributed to holders of Spring Valley’s Class A ordinary shares in connection with Spring Valley’s solicitation of proxies for the vote by the Spring Valley shareholders with respect to the proposed Transactions and other matters as described in the proxy statement/prospectus. Spring Valley mailed a definitive proxy statement/prospectus to the Spring Valley shareholders as of the close of business on March 25, 2022, which is record date established in connection with Spring Valley’s solicitation of proxies for the vote on the proposed Transactions and other matters to be presented at the special meeting of Spring Valley shareholders. Spring Valley shareholders and other interested parties are urged to read the definitive proxy statement/prospectus, 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, NuScale and the proposed Transactions. Spring Valley shareholders and other interested parties may obtain free copies of the definitive proxy statement/prospectus 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, NuScale and their respective directors and executive officers may be deemed to be 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 statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Transactions when they become available. Spring Valley shareholders and other interested persons should read the proxy statement/prospectus carefully before making any voting decisions. These documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This Current Report on Form 8-K 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 NuScale LLC; 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 NuScale LLC’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 NuScale LLC. 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 shareholders 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 NuScale LLC; the amount of redemption requests made by the Spring Valley shareholders; the occurrence of events that may give rise to a right of one or both of Spring Valley and NuScale LLC to terminate the Merger Agreement; risks related to the rollout of NuScale LLC’s business and the timing of expected business milestones; the effects of competition on NuScale LLC’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 NuScale LLC presently know or that Spring Valley and NuScale LLC 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 NuScale LLC’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Spring Valley and NuScale LLC anticipate that subsequent events and developments will cause their assessments to change. However, while Spring Valley and NuScale LLC may elect to update these forward-looking statements at some point in the future, Spring Valley and NuScale LLC specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Spring Valley’s or NuScale LLC’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Exhibit |
| 99.1 | Press Release, dated April 22, 2022. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 22, 2022
| SPRING VALLEY ACQUISITION CORP. | ||
| By: | /s/ Jeffrey Schramm | |
| Name: | Jeffrey Schramm | |
| Title: | Chief Financial Officer | |