| April 7, 2022 | | | By Order of the Board of Directors, | |
| | | |
/s/ William Quinn
William Quinn
Chairman of the Board of Directors |
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| | | | | F-1 | | | |
| | | | | A-1 | | | |
| | | | | A-I-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | | |
| | | | | F-1 | | | |
| | | | | G-1 | | | |
| | | | | H-1 | | | |
| | | | | I-1 | | | |
| | | | | J-1 | | | |
| | | | | K-1 | | | |
| | | | | L-1 | | |
| | |
Economic Interests in NuScale Corp
|
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| | |
Assuming No
Redemptions(1) |
| |
Assuming Maximum
Redemptions(2) |
| ||||||
Spring Valley Public Shareholders
|
| | | | 10.0% | | | | | | 0.0% | | |
Initial Shareholders(3)
|
| | | | 1.8% | | | | | | 1.7% | | |
PIPE Investors
|
| | | | 10.4% | | | | | | 11.6% | | |
NuScale Equityholders
|
| | | | 77.8% | | | | | | 86.7% | | |
Total | | | | | 100% | | | | | | 100% | | |
| | |
No Redemption
Scenario |
| |
50% Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| |||||||||
Shares held by Spring Valley Public Shareholders
|
| | | | 23,000,000 | | | | | | 11,500,000 | | | | | | — | | |
Spring Valley Founder Shares(1)
|
| | | | 4,023,803 | | | | | | 3,786,813 | | | | | | 3,442,011 | | |
PIPE Shares
|
| | | | 23,800,002 | | | | | | 23,800,002 | | | | | | 23,800,002 | | |
NuScale Equityholders
|
| | | | 178,268,640 | | | | | | 178,268,640 | | | | | | 178,268,640 | | |
Total Shares
|
| | | | 229,092,445 | | | | | | 217,355,455 | | | | | | 205,510,653 | | |
Remaining NuScale Consideration Shares issuable upon exercise of NuScale Corp Options
|
| | | | 14,910,410 | | | | | | 14,910,410 | | | | | | 14,910,410 | | |
NuScale Corp Class A Common Stock issuable upon exercise of the Spring Valley Warrants
|
| | | | 20,400,000 | | | | | | 20,400,000 | | | | | | 20,400,000 | | |
Other – Earn Out Shares(1)
|
| | | | 1,726,197 | | | | | | 1,598,587 | | | | | | 1,412,924 | | |
Total Diluted Shares at Closing
|
| | | | 266,129,052 | | | | | | 254,264,452 | | | | | | 242,233,987 | | |
Implied Value per Share: | | | | | | | | | | | | | | | | | | | |
Shares issued and outstanding(2)
|
| | | $ | 9.20 | | | | | $ | 9.16 | | | | | $ | 9.12 | | |
Shares issued, outstanding and fully diluted(3)
|
| | | $ | 7.97 | | | | | $ | 7.88 | | | | | $ | 7.79 | | |
Shares issued, outstanding, fully diluted assuming full vesting of Earn Out Shares(4)
|
| | | $ | 7.92 | | | | | $ | 7.83 | | | | | $ | 7.74 | | |
Effective Underwriting Fee(5)(6)
|
| | | | 2.70% | | | | | | 3.59% | | | | | | 5.36% | | |
|
Source of Funds(1)
|
| |
Uses(1)
|
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|
Existing Cash held in Trust
Account(2) |
| | | $ | 232,320,939 | | | |
Remaining Cash on Balance
Sheet |
| | | $ | 425,320,939 | | |
|
PIPE Investment
|
| | | | 236,000,000 | | | |
Transaction Fees and Expenses
|
| | | | 43,000,000 | | |
|
Total Sources
|
| | | $ | 468,320,939 | | | |
Total Uses
|
| | | $ | 468,320,939 | | |
|
Source of Funds(1)
|
| |
Uses(1)
|
| ||||||||||||
|
Existing Cash held in Trust Account(2)
|
| | | $ | 232,320,939 | | | |
Remaining Cash on Balance
Sheet |
| | | $ | 193,020,939 | | |
|
PIPE Investment
|
| | | | 236,000,000 | | | |
Spring Valley public redemption(3)
|
| | | | 232,300,000 | | |
| | | | | | | | | |
Transaction Fees and Expenses
|
| | | | 43,000,000 | | |
|
Total Sources
|
| | | $ | 468,320,939 | | | |
Total Uses
|
| | | $ | 468,320,939 | | |
| | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
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| | |
(in thousands, except share
and per share data) |
| |||||||||
Selected Unaudited Pro Forma Condensed Combined | | | | | | | | | | | | | |
Statement of Operations Data for the Year Ended December 31, 2021 | | | | | | | | | | | | | |
Revenue
|
| | | $ | 2,862 | | | | | $ | 2,862 | | |
Net loss per share of common stock – basic and diluted
|
| | | $ | (0.45) | | | | | $ | (0.50) | | |
Weighted average number of shares of common stock outstanding – basic and
diluted |
| | | | 50,823,805 | | | | | | 27,242,013 | | |
| | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||
| | |
(in thousands)
|
| |||||||||
Selected Unaudited Pro Forma Combined | | | | | | | | | | | | | |
Balance Sheet Data as of December 31, 2021 | | | | | | | | | | | | | |
Total assets
|
| | | $ | 546,239 | | | | | $ | 313,939 | | |
Total liabilities
|
| | | $ | 67,722 | | | | | $ | 67,722 | | |
Total equity
|
| | | $ | 478,517 | | | | | $ | 246,217 | | |
| | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Spring Valley Class A Shareholders
|
| | | | 23,000,000 | | | | | | 10.0% | | | | | | — | | | | | | 0.0% | | |
Spring Valley Founders(1)
|
| | | | 4,023,803 | | | | | | 1.8% | | | | | | 3,442,011 | | | | | | 1.7% | | |
Total Spring Valley
|
| | | | 27,023,803 | | | | | | 11.8% | | | | | | 3,442,011 | | | | | | 1.7% | | |
NuScale Equityholders
|
| | | | 178,268,640 | | | | | | 77.8% | | | | | | 178,268,640 | | | | | | 86.7% | | |
PIPE Shares
|
| | | | 23,800,002 | | | | | | 10.4% | | | | | | 23,800,002 | | | | | | 11.6% | | |
Total Shares at Closing (excluding shares below)
|
| | |
|
229,092,445
|
| | | |
|
100.0%
|
| | | |
|
205,510,653
|
| | | |
|
100.0%
|
| |
Remaining NuScale Consideration Shares – upon Exercise of
NuScale Corp Options |
| | | | 14,910,410 | | | | | | | | | | | | 14,910,410 | | | | | | | | |
Other – Earn Out Shares(1)
|
| | | | 1,726,197 | | | | | | | | | | | | 1,412,924 | | | | | | | | |
Total Diluted Shares at Closing (including shares above)
|
| | |
|
245,729,052
|
| | | | | | | | | |
|
221,833,987
|
| | | | | | | |
| | |
Share Ownership in NuScale Corp
(Percentage of Outstanding Shares) |
| |||||||||
| | |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
NuScale Equityholders
|
| | | | 77.8% | | | | | | 86.7% | | |
PIPE Investors
|
| | | | 10.4% | | | | | | 11.6% | | |
Spring Valley Public Shareholders(1)
|
| | | | 10.0% | | | | | | 0.0% | | |
Initial Shareholders(2)
|
| | | | 1.8% | | | | | | 1.7% | | |
($ rounded to
nearest million) |
| |
Forecast Year Ended December 31,
|
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|
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| |
2027E
|
| |
2028E
|
| |
2029E
|
| |
2030E
|
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Cash Revenue(1)
|
| | | | 3 | | | | | | 16 | | | | | | 145 | | | | | | 672 | | | | | | 1,058 | | | | | | 1,896 | | | | | | 3,641 | | | | | | 6,480 | | | | | | 10,008 | | | | | | 13,119 | | |
Cash EBITDA(2)
|
| | | | (102) | | | | | | (155) | | | | | | (36) | | | | | | 116 | | | | | | 191 | | | | | | 434 | | | | | | 896 | | | | | | 1,610 | | | | | | 2,457 | | | | | | 3,171 | | |
Free Cash Flow(3)
|
| | | | (105) | | | | | | (158) | | | | | | (42) | | | | | | 93 | | | | | | 127 | | | | | | 304 | | | | | | 640 | | | | | | 1,173 | | | | | | 1,809 | | | | | | 2,340 | | |
| | |
Enterprise
Value / Revenue |
| |||||||||
| | |
2025E
|
| |
2026E
|
| ||||||
Ballard
|
| | | | 8.7x | | | | | | 6.1x | | |
Bloom Energy
|
| | | | 2.8x | | | | | | 2.0x | | |
Enphase
|
| | | | 10.2x | | | | | | N/A | | |
FuelCell Energy
|
| | | | 8.7x | | | | | | 6.9x | | |
Plug Power
|
| | | | 8.0x | | | | | | 5.9x | | |
SolarEdge Technologies
|
| | | | 3.9x | | | | | | N/A | | |
Average
|
| | | | 7.1x | | | | | | 5.2x | | |
| | |
Enterprise
Value / EBITDA |
| |||||||||
| | |
2025E
|
| |
2026E
|
| ||||||
Ballard
|
| | | | 95.5x | | | | | | 62.6x | | |
Bloom Energy
|
| | | | 16.6x | | | | | | 13.9x | | |
Enphase
|
| | | | 34.7x | | | | | | N/A | | |
FuelCell Energy
|
| | | | 48.7x | | | | | | 35.8x | | |
Plug Power
|
| | | | 40.4x | | | | | | 24.0x | | |
SolarEdge Technologies
|
| | | | 24.0x | | | | | | N/A | | |
Average
|
| | | | 43.3x | | | | | | 34.1x | | |
| | | |
Delaware
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| |
Cayman Islands
|
|
|
Applicable legislation
|
| | General Corporation Law of the State of Delaware. | | | Cayman Islands Companies Act | |
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Stockholder/Shareholder Approval of Business Combinations
|
| |
Mergers generally require approval of a majority of all outstanding shares.
Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.
Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.
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| |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers.
Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining
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| | | |
Delaware
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| |
Cayman Islands
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| | | | | | |
shareholders and thereby become the sole shareholder.
A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a general meeting.
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Stockholder/Shareholder Votes for Routine Matters
|
| | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | | | Under the Cayman Islands Companies Act and the Existing Organizational Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | |
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Requirement for Quorum
|
| | Quorum is a majority of shares entitled to vote at the meeting present in person or represented by proxy unless otherwise set in the constitutional documents, but cannot be less than one third of shares entitled to vote at the meeting. | | | Quorum is set in the company’s memorandum and articles of association. | |
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Stockholder/Shareholder Consent to Action Without Meeting
|
| | Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | | | Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions. | |
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Appraisal Rights
|
| | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | | | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
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Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a “proper purpose” during the usual hours for business, as limited by Section 220 of the DGCL. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
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Delaware
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| |
Cayman Islands
|
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Stockholder/Shareholder Lawsuits
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| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per the Domestication Proposal). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
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Fiduciary Duties of Directors
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| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors owe a duty of care, diligence and skill.
Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances.
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Indemnification of Directors and Officers
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| | A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | | | A Cayman Islands exempted company generally may indemnify its directors or officers except with regard to fraud or willful default. | |
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Limited Liability of Directors
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| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | | | Liability of directors may be eliminated except with regard to their own fraud or willful default. | |
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Removal of Directors
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| | Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the charter otherwise provides, or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against that director’s removal would be sufficient to elect that director if | | | A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director. | |
| | | |
Delaware
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Cayman Islands
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| | | | then cumulatively voted at an election of the entire board. | | | | |
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Number of Directors
|
| | The number of directors is fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The bylaws may provide that the board may increase the size of the board and fill any vacancies. | | | Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies. | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
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Authorized Shares (Proposal 4A)
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| | Our Existing Organizational Documents authorized 331,000,000 shares, consisting of 300,000,000 Spring Valley Class A ordinary shares, par value $0.0001 per share, 30,000,000 Spring Valley Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. | | | The Proposed Organizational Documents authorize 512,000,000 shares, consisting of (i) 511,000,000 shares of NuScale Corp Common Stock, divided into (a) 332,000,000 shares of NuScale Corp Class A Common Stock, par value $0.0001 per share, and (b) 179,000,000 shares of NuScale Class B Common Stock, par value $0.0001 per share, and (ii) 1,000,000 shares of NuScale Corp Preferred Stock, par value $0.0001 per share. | |
Amendments (Proposal 4B)
|
| | Our Existing Organizational Documents provide that the provisions of the Existing Organizational Documents may be amended to change Spring Valley’s name; alter or add to the articles of association; alter or add to the memorandum with respect to any objects, powers or other matters specified therein; and reduce Spring Valley’s share capital or any capital redemption reserve fund. | | | The Proposed Organizational Documents would provide that the Proposed Charter may be amended by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class; provided, that (i) holders of shares of each class of common stock will have no voting power with respect to, and will not be entitled to vote on, any amendment to the Proposed Charter that relates solely to the terms of any outstanding preferred stock if the holders of such preferred stock are entitled to vote as a separate class thereon under the Proposed Charter or | |
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Existing Organizational Documents
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Proposed Organizational Documents
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| | | | | | under DGCL; and (ii) certain amendments would require the affirmative vote of the holders of sixty-six and two-thirds percent (66 and 2/3%) of the total voting power of the outstanding shares of capital stock entitled to vote generally in the election of Directors, voting together as a single class, at a meeting of the stockholders called for that purpose. | |
Director Election, Vacancies and Removal (Proposal 4C)
|
| | Our Existing Organizational Documents provide that, prior to the closing of a business combination, holders of the Spring Valley Class B ordinary shares have the exclusive right to elect any director, whereas holders of Spring Valley Class A ordinary shares have no right to vote on the election of any director. After the closing of a business combination, directors may be elected by ordinary resolution of Spring Valley. Our Existing Organizational Documents provide that newly-created directorships or any vacancy on the Spring Valley Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. Prior to the closing of a business combination, holders of the Spring Valley Class B ordinary shares have the right to remove any director. All of the other directors (being not less than two) can also remove another director by unanimous resolution. However, holders of Spring Valley Class A ordinary shares have no right to vote on the removal of any director. Following the closing of a business combination, Spring Valley may remove any director by ordinary resolution. | | | The Proposed Organizational Documents provide that the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, voting together as a single class. Our Proposed Charter provides that newly-created directorships or any vacancy on the NuScale Corp Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum. Our Proposed Organizational Documents provide that any or all of the directors (other than the directors elected by the holders of any series of preferred stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed from office at any time, but only for cause by the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of NuScale Corp capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| | |
Existing Organizational Documents
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Proposed Organizational Documents
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Forum Selection (Proposal 4D)
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| | Our Existing Organizational Documents do not contain an exclusive forum provision. | | | The Proposed Charter provides that the Delaware Court of Chancery, or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, will be the exclusive forum for certain actions and claims. | |
Voting Rights (Proposal 4E)
|
| | Our Existing Organizational Documents provide that each holder of record of Spring Valley Class A ordinary shares, Spring Valley Class B ordinary shares and preference shares shall be entitled to one vote per share on all matters which shareholders are entitled to vote. | | | The Proposed Charter provides that each holder of record of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock shall be entitled to one vote for each share of common stock on all matters which stockholders generally are entitled to vote; provided, that such holders are not entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of any outstanding preferred stock if the holders of such preferred stock are entitled to vote as a separate class thereon under the Proposed Charter or DGCL. | |
Dividends and Distributions (Proposal 4F)
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| | Our Existing Organizational Documents provide that all dividends and other distributions shall be paid according to the par value of the shares held by each shareholder. | | | The Proposed Organizational Documents provide that (i) each holder of record of NuScale Corp Class A Common Stock shall be entitled to receive such dividends and other distributions on the NuScale Corp Class A Common Stock as may from time to time be declared by the NuScale Corp Board, subject to the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference senior to or the right to participate with the NuScale Corp Class A Common Stock with respect to the payment of dividends; and (ii) each holder of record of NuScale Corp Class B Common Stock shall not be entitled to receive dividends and other distributions, other than their respective par values in connection with the dissolution, liquidation, winding up or sales | |
| | |
Existing Organizational Documents
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| |
Proposed Organizational Documents
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| | | | | | of all or substantially all of NuScale Corp. | |
Removal of Blank Check Company Provisions (Proposal 4G)
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| | Our Existing Organizational Documents contain various provisions applicable only to blank check companies. | | | The Proposed Organizational Documents will not include these provisions applicable only to blank check companies, including the provisions requiring that Spring Valley have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination. | |
Restrictions on Transfer (Proposal 4H)
|
| | Our Existing Organizational Documents do not have any explicit restrictions on the transfer of Spring Valley Class A ordinary shares. | | | The Proposed Organizational Documents provide that no transfer of NuScale Corp Class B Common Stock may be made unless the transferor also transfers an equal number of NuScale LLC Class B Units in accordance with the terms and subject to the conditions of the A&R NuScale LLC Agreement. | |
Name
|
| |
Position
|
|
James T. Hackett | | | Director (Chairman) | |
John L. Hopkins | | | Director | |
Alan L. Boeckmann | | | Director | |
Alvin C. Collins, III | | | Director | |
Kent Kresa | | | Director | |
Christopher J. Panichi | | | Director | |
Kimberly O. Warnica | | | Director | |
Christopher Sorrells | | | Director | |
| | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Spring Valley Class A Shareholders
|
| | | | 23,000,000 | | | | | | 10.0% | | | | | | — | | | | | | 0.0% | | |
Spring Valley Founders(A)
|
| | | | 4,023,803 | | | | | | 1.8% | | | | | | 3,442,011 | | | | | | 1.7% | | |
Total Spring Valley
|
| | | | 27,023,803 | | | | | | 11.8% | | | | | | 3,442,011 | | | | | | 1.7% | | |
NuScale Equityholders
|
| | | | 178,268,640 | | | | | | 77.8% | | | | | | 178,268,640 | | | | | | 86.7% | | |
PIPE Shares
|
| | | | 23,800,002 | | | | | | 10.4% | | | | | | 23,800,002 | | | | | | 11.6% | | |
Total Shares at Closing (excluding shares below)
|
| | |
|
229,092,445
|
| | | |
|
100.0%
|
| | | |
|
205,510,653
|
| | | |
|
100.0%
|
| |
Remaining NuScale Consideration Shares – upon Exercise of
NuScale Corp Options |
| | | | 14,910,410 | | | | | | | | | | | | 14,910,410 | | | | | | | | |
Other – Earn Out Shares(A)
|
| | | | 1,726,197 | | | | | | | | | | | | 1,412,924 | | | | | | | | |
Total Diluted Shares at Closing (including shares above)
|
| | |
|
245,729,052
|
| | | | | | | | | |
|
221,833,987
|
| | | | | | | |
| | |
Spring Valley
After Reclassifications (See Note 2) |
| |
NuScale
LLC (Historical) |
| |
Transaction
Accounting Adjustments (Assuming no redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming no redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming maximum redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming maximum redemptions) |
| ||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 985 | | | | | $ | 77,094 | | | | | $ | 232,321 | | | |
(A)
|
| | | $ | 502,625 | | | | | $ | (232,300) | | | |
(I)
|
| | | $ | 270,325 | | |
| | | | | | | | | | | | | | | | | 236,000 | | | |
(B)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (42,235) | | | |
(C)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,540) | | | |
(R)
|
| | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | — | | | | | | 4,833 | | | | | | | | | | | | | | | 4,833 | | | | | | | | | | | | | | | 4,833 | | |
Prepaid expenses
|
| | | | 101 | | | | | | 4,147 | | | | | | | | | | | | | | | 4,248 | | | | | | | | | | | | | | | 4,248 | | |
Total current assets
|
| | | | 1,086 | | | | | | 86,074 | | | | | | 424,546 | | | | | | | | | 511,706 | | | | | | (232,300) | | | | | | | | | 279,406 | | |
Property, plant and equipment, net
|
| | | | — | | | | | | 4,960 | | | | | | | | | | | | | | | 4,960 | | | | | | | | | | | | | | | 4,960 | | |
In-process research and development
|
| | | | — | | | | | | 16,900 | | | | | | | | | | | | | | | 16,900 | | | | | | | | | | | | | | | 16,900 | | |
Intangible assets, net
|
| | | | — | | | | | | 1,236 | | | | | | | | | | | | | | | 1,236 | | | | | | | | | | | | | | | 1,236 | | |
Goodwill
|
| | | | — | | | | | | 8,255 | | | | | | | | | | | | | | | 8,255 | | | | | | | | | | | | | | | 8,255 | | |
Other assets
|
| | | | — | | | | | | 3,772 | | | | | | (590) | | | |
(C)
|
| | | | 3,182 | | | | | | | | | | | | | | | 3,182 | | |
Deferred tax assets
|
| | | | — | | | | | | — | | | | | | — | | | |
(K)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Investments held in Trust Account
|
| | | | 232,321 | | | | | | — | | | | | | (232,321) | | | |
(A)
|
| | | | — | | | | | | — | | | |
(I)
|
| | | | — | | |
Total assets
|
| | | | 233,407 | | | | | | 121,197 | | | | | | 191,635 | | | | | | | | | 546,239 | | | | | | (232,300) | | | | | | | | | 313,939 | | |
Liabilities and Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 345 | | | | | $ | 22,375 | | | | | $ | (530) | | | |
(C)
|
| | | $ | 22,190 | | | | | | | | | | | | | | $ | 22,190 | | |
Accrued compensation
|
| | | | — | | | | | | 10,552 | | | | | | | | | | | | | | | 10,552 | | | | | | | | | | | | | | | 10,552 | | |
Convertible notes payable
|
| | | | — | | | | | | 14,041 | | | | | | (14,041) | | | |
(H)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Deferred DOE cost share
|
| | | | — | | | | | | 104 | | | | | | | | | | | | | | | 104 | | | | | | | | | | | | | | | 104 | | |
Other accrued liabilities
|
| | | | — | | | | | | 1,336 | | | | | | | | | | | | | | | 1,336 | | | | | | | | | | | | | | | 1,336 | | |
Total current liabilities
|
| | | | 345 | | | | | | 48,408 | | | | | | (14,571) | | | | | | | | | 34,182 | | | | | | — | | | | | | | | | 34,182 | | |
Noncurrent liabilities
|
| | | | — | | | | | | 2,976 | | | | | | | | | | | | | | | 2,976 | | | | | | | | | | | | | | | 2,976 | | |
Deferred revenue
|
| | | | — | | | | | | 1,415 | | | | | | | | | | | | | | | 1,415 | | | | | | | | | | | | | | | 1,415 | | |
Deferred underwriting fee payable
|
| | | | 8,050 | | | | | | — | | | | | | (8,050) | | | |
(C)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Tax receivable agreement liability
|
| | | | — | | | | | | — | | | | | | — | | | |
(L)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Derivative warrant liabilities
|
| | | | 29,149 | | | | | | — | | | | | | | | | | | | | | | 29,149 | | | | | | | | | | | | | | | 29,149 | | |
Total liabilities
|
| | | | 37,544 | | | | | | 52,799 | | | | | | (22,621) | | | | | | | | | 67,722 | | | | | | — | | | | | | | | | 67,722 | | |
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Spring Valley Class A ordinary shares
|
| | | | 232,300 | | | | | | — | | | | | | (232,300) | | | |
(D)
|
| | | | — | | | | | | | | | | | | | | | — | | |
NuScale mezzanine equity
|
| | | | — | | | | | | 2,140 | | | | | | (2,140) | | | |
(E)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Spring Valley Preference shares
|
| | | | — | | | | | | — | | | | | | — | | | |
(D)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Spring Valley Class A ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | |
(D)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Spring Valley Class B ordinary shares
|
| | | | 1 | | | | | | — | | | | | | (1) | | | |
(F)
|
| | | | — | | | | | | | | | | | | | | | — | | |
NuScale Common units
|
| | | | — | | | | | | 28,184 | | | | | | (28,184) | | | |
(E)
|
| | | | — | | | | | | | | | | | | | | | — | | |
NuScale Convertible preferred units
|
| | | | — | | | | | | 819,694 | | | | | | (819,694) | | | |
(E)
|
| | | | — | | | | | | | | | | | | | | | — | | |
| | |
Spring Valley
After Reclassifications (See Note 2) |
| |
NuScale
LLC (Historical) |
| |
Transaction
Accounting Adjustments (Assuming no redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming no redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming maximum redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming maximum redemptions) |
| ||||||||||||||||||
Class A Common Stock
|
| | | | — | | | | | | — | | | | | | 2 | | | |
(B)
|
| | | | 5 | | | | | | (2) | | | |
(I)
|
| | | | 3 | | |
| | | | | | | | | | | | | | | | | 2 | | | |
(D)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
(F)
|
| | | | | | | | | | | | | | | | | | | | | |
Class B Common Stock
|
| | | | — | | | | | | — | | | | | | 18 | | | |
(E)
|
| | | | 18 | | | | | | | | | | | | | | | 18 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | | | | | 235,998 | | | |
(B)
|
| | | | 280,263 | | | | | | (232,298) | | | |
(I)
|
| | | | 136,674 | | |
| | | | | | | | | | | | | | | | | (32,450) | | | |
(C)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 232,298 | | | |
(D)
|
| | | | | | | | | | 89,660 | | | |
(J)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 850,000 | | | |
(E)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (36,438) | | | |
(G)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 14,041 | | | |
(H)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (983,126) | | | |
(J)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (60) | | | |
(R)
|
| | | | | | | | | | | | | | | | | | | | | |
Accumulated deficit
|
| | | | (36,438) | | | | | | (781,620) | | | | | | (1,795) | | | |
(C)
|
| | | | (174,128) | | | | | | 70,074 | | | |
(J)
|
| | | | (104,054) | | |
| | | | | | | | | | | | | | | | | 36,438 | | | |
(G)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 610,767 | | | |
(J)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,480) | | | |
(R)
|
| | | | | | | | | | | | | | | | | | | | | |
Noncontrolling interest
|
| | | | | | | | | | | | | | | | 372,359 | | | |
(J)
|
| | | | 372,359 | | | | | | (158,783) | | | |
(J)
|
| | | | 213,576 | | |
Total equity/(deficit)
|
| | | | (36,437) | | | | | | 66,258 | | | | | | 448,696 | | | | | | | | | 478,517 | | | | | | (232,300) | | | | | | | | | 246,217 | | |
Total liabilities and equity/(deficit)
|
| | | $ | 233,407 | | | | | $ | 121,197 | | | | | $ | 191,635 | | | | | | | | $ | 546,239 | | | | | $ | (232,300) | | | | | | | | $ | 313,939 | | |
|
| | |
Spring Valley
After Reclassifications (See Note 2) |
| |
NuScale
LLC (Historical) |
| |
Transaction
Accounting Adjustments (Assuming no redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming no redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming maximum redemptions) |
| |
Notes
|
| |
Pro Forma
Combined (Assuming maximum redemptions) |
| ||||||||||||||||||
Revenue
|
| | | $ | — | | | | | | 2,862 | | | | | | | | | | | | | | $ | 2,862 | | | | | | | | | | | | | | $ | 2,862 | | |
Cost of sales
|
| | | | — | | | | | | (1,770) | | | | | | | | | | | | | | | (1,770) | | | | | | | | | | | | | | | (1,770) | | |
Gross margin
|
| | | | — | | | | | | 1,092 | | | | | | — | | | | | | | | | 1,092 | | | | | | — | | | | | | | | | 1,092 | | |
Other operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | — | | | | | | 93,136 | | | | | | | | | | | | | | | 93,136 | | | | | | | | | | | | | | | 93,136 | | |
General and administrative
|
| | | | 1,327 | | | | | | 46,725 | | | | | | 1,795 | | | |
(Q)
|
| | | | 51,327 | | | | | | | | | | | | | | | 51,327 | | |
| | | | | | | | | | | | | | | | | 1,480 | | | |
(R)
|
| | | | | | | | | | | | | | | | | | | | | |
Other expenses
|
| | | | — | | | | | | 35,531 | | | | | | | | | | | | | | | 35,531 | | | | | | | | | | | | | | | 35,531 | | |
Total other operating expenses
|
| | | | 1,327 | | | | | | 175,392 | | | | | | 3,275 | | | | | | | | | 179,994 | | | | | | — | | | | | | | | | 179,994 | | |
Loss from operations
|
| | | | (1,327) | | | | | | (174,300) | | | | | | (3,275) | | | | | | | | | (178,902) | | | | | | — | | | | | | | | | (178,902) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Department of Energy cost share
|
| | | | — | | | | | | 73,522 | | | | | | | | | | | | | | | 73,522 | | | | | | | | | | | | | | | 73,522 | | |
Interest expense and other
|
| | | | — | | | | | | (1,715) | | | | | | 420 | | | |
(M)
|
| | | | (1,295) | | | | | | | | | | | | | | | (1,295) | | |
Income from investments held in Trust Account
|
| | | | 19 | | | | | | — | | | | | | (19) | | | |
(O)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Change in fair value of derivative liabilities
|
| | | | 4,511 | | | | | | — | | | | | | | | | | | | | | | 4,511 | | | | | | | | | | | | | | | 4,511 | | |
Net loss
|
| | | | 3,203 | | | | | | (102,493) | | | | | | (2,874) | | | | | | | | | (102,164) | | | | | | — | | | | | | | | | (102,164) | | |
Net loss attributable to noncontrolling interest
|
| | | | — | | | | | | — | | | | | | (79,484) | | | |
(N)
|
| | | | (79,484) | | | | | | (9,092) | | | |
(N)
|
| | | | (88,576) | | |
Net income (loss) attributable to NuScale Corp
|
| | | $ | 3,203 | | | | | $ | (102,493) | | | | | $ | 76,610 | | | | | | | | $ | (22,680) | | | | | $ | 9,092 | | | | | | | | $ | (13,588) | | |
Net loss per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class A redeemable ordinary shares
|
| | | | 23,000,000 | | | | | | | | | | | | | | | | | | | | | 50,823,805 | | | | | | | | | | | | | | | 27,242,013 | | |
Basic and diluted net loss per ordinary share, Class A
|
| | | $ | 0.11 | | | | | | | | | | | | | | | |
(P)
|
| | | $ | (0.45) | | | | | | | | | |
(P)
|
| | | $ | (0.50) | | |
Weighted average shares outstanding of Class B non-redeemable ordinary
shares |
| | | | 5,750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per ordinary share, Class B
|
| | | $ | 0.11 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Balance Sheet as of December 31, 2021
|
| |||||||||||||||
| | |
Spring Valley
Before Reclassifications |
| |
Reclassification
Adjustments |
| |
Spring Valley
After Reclassifications |
| |||||||||
Accounts payable and accrued expenses
|
| | | $ | — | | | | | $ | 345 | | | | | $ | 345 | | |
Accounts payable
|
| | | | 305 | | | | | | (305) | | | | | | — | | |
Accrued expenses
|
| | | | 40 | | | | | | (40) | | | | | | — | | |
| | |
Assuming No
Redemptions |
| |
Maximum Redemptions
Scenario |
| ||||||||||||||||||
| | |
Economic
Interests |
| |
% of
Economic Interests |
| |
Economic
Interests |
| |
% of
Economic Interests |
| ||||||||||||
NuScale Corp Class A Common Stock
|
| | | | 50,823,805 | | | | | | 22.2% | | | | | | 27,242,013 | | | | | | 13.3% | | |
NuScale Class B Units (Noncontrolling interest)
|
| | | | 178,268,640 | | | | | | 77.8% | | | | | | 178,268,640 | | | | | | 86.7% | | |
| | | |
|
229,092,445
|
| | | |
|
100.0%
|
| | | |
|
205,510,653
|
| | | |
|
100.0%
|
| |
| | |
Year ended
December 31, 2021 |
| |||||||||
(amounts in thousands)
|
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Pro forma net loss
|
| | | | (102,164) | | | | | | (102,164) | | |
Noncontrolling interest percentage
|
| | | | 77.8% | | | | | | 86.7% | | |
Noncontrolling interest pro forma adjustment
|
| | | | (79,484) | | | | | | (88,576) | | |
Net loss attributable to NuScale Corp
|
| | | | (22,680) | | | | | | (13,588) | | |
| | |
Year ended
December 31, 2021 |
| |||||||||
(amounts in thousands,
except share and per share amounts) |
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Pro forma net loss attributable to NuScale Corp
|
| | | | (22,680) | | | | | | (13,588) | | |
Weighted average NuScale Corp Class A Common Stock outstanding,
basic and diluted |
| | | | 50,823,805 | | | | | | 27,242,013 | | |
Net loss per share of NuScale Corp Class A Common Stock, basic and diluted
|
| | | | (0.45) | | | | | | (0.50) | | |
Spring Valley Class A Shareholders
|
| | | | 23,000,000 | | | | | | — | | |
Spring Valley Founders
|
| | | | 4,023,803 | | | | | | 3,442,011 | | |
PIPE Investors
|
| | | | 23,800,002 | | | | | | 23,800,002 | | |
Pro forma shares outstanding, basic and diluted
|
| | | | 50,823,805 | | | | | | 27,242,013 | | |
Name
|
| |
Age
|
| |
Position
|
|
Christopher Sorrells | | |
53
|
| | Chief Executive Officer and Director | |
William Quinn | | |
51
|
| | Chairman and Director | |
Jeffrey Schramm | | |
51
|
| | Chief Financial Officer | |
Robert Kaplan | | |
48
|
| | Vice President of Business Development | |
Debora Frodl | | |
56
|
| | Director | |
Richard Thompson | | |
72
|
| | Director | |
Patrick Wood, III | | |
59
|
| | Director | |
|
|
| |
Our NPM is the product of approximately 14 years of research and development by NuScale LLC and key collaborators, including Oregon State University and the Idaho National Laboratory. Over $1.3 billion (including non-dilutive DOE grants) has been invested to date and the technology is protected by 634 issued and pending patents globally.
A NuScale LLC power plant is composed of multiple NPMs. Each NPM is capable of producing 77 MWe. The NPM consists of an integral reactor composed of the reactor core, helical coil steam generators and pressurizer within the reactor pressure vessel, enclosed in a steel containment vessel. The reactor core consists of an array of fuel assemblies and control rod clusters at standard enrichments. The helical coil steam generator consists of two independent sets of tube bundles with separate feedwater inlet and steam outlet lines. The integral reactor measures 65 feet tall and 9 feet in diameter. The containment vessel measures 76 feet tall and 15 feet in diameter and is much smaller and stronger than the concrete containment shells for large reactors. The NPM operates inside a stainless-steel lined water-filled pool located below ground level.
|
|
|
|
| |
|
|
| | |
Year Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Revenue | | | | $ | 2,862 | | | | | $ | 600 | | |
Cost of sales
|
| | | | (1,770) | | | | | | (355) | | |
Gross margin
|
| | | | 1,092 | | | | | | 245 | | |
Other operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 93,136 | | | | | | 95,267 | | |
General and administrative
|
| | | | 46,725 | | | | | | 37,176 | | |
Other
|
| | | | 35,531 | | | | | | 26,645 | | |
Loss from operations
|
| | | | (174,300) | | | | | | (158,843) | | |
Department of Energy cost share
|
| | | | 73,522 | | | | | | 71,109 | | |
Interest expense and other
|
| | | | (1,715) | | | | | | (653) | | |
Net loss
|
| | | $ | (102,493) | | | | | $ | (88,387) | | |
| | |
Year Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Research and development expenses: | | | | | | | | | | | | | |
Professional fees
|
| | | $ | 64,815 | | | | | $ | 63,856 | | |
Personnel costs
|
| | | | 28,086 | | | | | | 31,264 | | |
Other
|
| | | | 235 | | | | | | 165 | | |
Total | | | | $ | 93,136 | | | | | $ | 95,267 | | |
| | |
Year Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Net cash used in operating activities
|
| | | $ | (99,162) | | | | | $ | (47,235) | | |
Net cash used in investing activities
|
| | | | (1,952) | | | | | | (3,526) | | |
Net cash provided by financing activities
|
| | | | 173,344 | | | | | | 38,494 | | |
Net increase (decrease) in cash and cash equivalents
|
| | | $ | 72,230 | | | | | $ | (12,267) | | |
| Non-employee directors | | | 5x annual cash retainer | |
| CEO | | | 5x base salary | |
| CFO and CEO Direct Reports | | | 2x base salary | |
| | |
Member
|
| |
Additional to Chair
|
|
Audit
|
| |
$10,000
|
| |
$12,500 ($22,500 total)
|
|
Compensation
|
| |
$7,500
|
| |
$8,000 ($15,500 total)
|
|
Nominating and Governance
|
| |
$5,000
|
| |
$6,500 ($11,500 total)
|
|
Name and Position
|
| |
Year
|
| |
Salary
($) |
| |
Option
awards ($)(1) |
| |
Non-equity
incentive plan compensation ($)(2) |
| |
All other
compensation ($) |
| |
Total
($) |
| ||||||||||||||||||
John L. Hopkins
Chief Executive Officer |
| | | | 2021 | | | | | | 544,741 | | | | | | 1,094,487 | | | | | | 396,000 | | | | | | 4,638 | | | | | | 2,039,866 | | |
Dale Atkinson
Chief Operating Officer |
| | | | 2021 | | | | | | 407,259 | | | | | | 804,083 | | | | | | 270,915 | | | | | | 15,596 | | | | | | 1,497,853 | | |
Chris Colbert
Chief Financial Officer & Chief Strategy Officer |
| | | | 2021 | | | | | | 347,763 | | | | | | 804,083 | | | | | | 196,589 | | | | | | 15,338 | | | | | | 1,363,774 | | |
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#)(1) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(1) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| ||||||||||||
John L. Hopkins
|
| | | | 625,000 | | | | | | 875,000 | | | | | $ | 1.11 | | | | | | 3/31/2031 | | |
| | | 7,194,375 | | | | | | 509,625 | | | | | $ | 0.59 | | | | | | 02/14/2028 | | | ||
| | | 1,000,000(2) | | | | | | 0 | | | | | $ | 0.11 | | | | | | N/A | | | ||
Dale Atkinson
|
| | | | 459,166 | | | | | | 642,834 | | | | | $ | 1.11 | | | | | | 3/31/2031 | | |
| | | 1,400,000 | | | | | | 0 | | | | | $ | 0.12 | | | | | | 07/18/2024 | | | ||
| | | 1,200,000 | | | | | | 0 | | | | | $ | 0.56 | | | | | | 02/19/2026 | | | ||
| | | 3,250,125 | | | | | | 216,675 | | | | | $ | 0.59 | | | | | | 02/14/2028 | | | ||
Chris Colbert
|
| | | | 459,166 | | | | | | 642,834 | | | | | $ | 1.11 | | | | | | 3/31/2031 | | |
| | | 624,000 | | | | | | 0 | | | | | $ | 0.14 | | | | | | 02/22/2022 | | | ||
| | | 864,000 | | | | | | 0 | | | | | $ | 0.11 | | | | | | 09/13/2023 | | | ||
| | | 700,000 | | | | | | 0 | | | | | $ | 0.56 | | | | | | 02/19/2026 | | | ||
| | | 1,324125 | | | | | | 88,275 | | | | | $ | 0.59 | | | | | | 02/14/2028 | | |
Name
|
| |
Exercisable
(#) |
| |
Unexercisable
(#) |
| |
Pro Forma
Option Exercise Price |
| |
Option
Expiration Date |
| ||||||||||||
John L. Hopkins
|
| | | | 108,181 | | | | | | 151,453 | | | | | $ | 6.41 | | | | | | 3/31/2031 | | |
| | | | | 1,245,267 | | | | | | 88,210 | | | | | $ | 3.41 | | | | | | 02/14/2028 | | |
| | | | | 173,089(2) | | | | | | 0 | | | | | $ | 0.64 | | | | | | N/A | | |
Dale Atkinson
|
| | | | 79,477 | | | | | | 111,267 | | | | | $ | 6.41 | | | | | | 3/31/2031 | | |
| | | | | 242,325 | | | | | | 0 | | | | | $ | 0.69 | | | | | | 07/18/2024 | | |
| | | | | 207,707 | | | | | | 0 | | | | | $ | 3.24 | | | | | | 02/19/2026 | | |
| | | | | 562,561 | | | | | | 37,504 | | | | | $ | 3.41 | | | | | | 02/14/2028 | | |
Chris Colbert
|
| | | | 79,477 | | | | | | 111,267 | | | | | $ | 6.41 | | | | | | 3/31/2031 | | |
| | | | | 108,008 | | | | | | 0 | | | | | $ | 0.81 | | | | | | 02/22/2022 | | |
| | | | | 149,549 | | | | | | 0 | | | | | $ | 0.64 | | | | | | 09/13/2023 | | |
| | | | | 121,162 | | | | | | 0 | | | | | $ | 3.24 | | | | | | 02/19/2026 | | |
| | | | | 229,191 | | | | | | 15,279 | | | | | $ | 3.41 | | | | | | 02/14/2028 | | |
Name
|
| |
Age
|
| |
Position
|
|
John L. Hopkins | | |
67
|
| | Chief Executive Officer, Director | |
José N. Reyes | | |
66
|
| | Chief Technical Officer | |
Dale Atkinson | | |
66
|
| | Chief Commercial Officer | |
Chris Colbert | | |
57
|
| | Chief Financial Officer | |
Robert Temple | | |
65
|
| | General Counsel and Corporate Secretary | |
Thomas Mundy | | |
61
|
| | Chief Commercial Officer | |
Clayton Scott | | |
60
|
| |
Executive Vice President, Business Development
|
|
Scott Bailey | | |
60
|
| | Vice President, Supply Chain | |
Thomas Bergman | | |
59
|
| | Vice President, Regulatory Affairs | |
Carl Britsch | | |
58
|
| | Vice President, Human Resources | |
Robert Gamble | | |
59
|
| | Vice President, Engineering | |
Diane Hughes | | |
45
|
| | Vice President, Marketing & Communications | |
Karin Feldman | | |
44
|
| | Vice President, Program Management | |
Alan L. Boeckmann | | |
73
|
| | Director | |
Alvin C. Collins, III | | |
48
|
| | Director | |
James T. Hackett | | |
67
|
| | Director (Chairman) | |
Kent Kresa | | |
82
|
| | Director | |
Christopher J. Panichi | | |
54
|
| | Director | |
| | |
Before Transactions
|
| |||||||||||||||||||||||||||
| | |
Spring Valley Class A
Ordinary Shares |
| |
Spring Valley Class B
Ordinary Shares |
| |
%
of Spring Valley Class A and Class B Ordinary Shares |
| |||||||||||||||||||||
Name and Address of Beneficial Owners
|
| |
Number of Shares
|
| |
%
|
| |
Number of Shares
|
| |
%
|
| ||||||||||||||||||
Directors and officers prior to the Transactions:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
William Quinn(1)
|
| | | | — | | | | | | — | | | | | | 5,630,000 | | | | | | 97.9% | | | | | | 19.6% | | |
Christopher Sorrells
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeffrey Schramm
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert Kaplan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Debora Frodl
|
| | | | — | | | | | | — | | | | | | 40,000 | | | | | | * | | | | | | * | | |
Richard Thompson
|
| | | | — | | | | | | — | | | | | | 40,000 | | | | | | * | | | | | | * | | |
Patrick Wood, III
|
| | | | — | | | | | | — | | | | | | 40,000 | | | | | | * | | | | | | * | | |
All directors and officers prior to the Transactions (7 persons)
|
| | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 100% | | | | | | 20.0% | | |
Five Percent Holders prior to the Transactions:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SV Acquisition Sponsor Sub, LLC(1)
|
| | | | — | | | | | | — | | | | | | 5,630,000 | | | | | | 97.9% | | | | | | 19.6% | | |
Spring Valley Acquisition Sponsor,
LLC(1) |
| | | | — | | | | | | — | | | | | | 5,630,000 | | | | | | 97.9% | | | | | | 19.6% | | |
William Quinn(1)
|
| | | | — | | | | | | — | | | | | | 5,630,000 | | | | | | 97.9% | | | | | | 19.6% | | |
Bank of Montreal(2)
|
| | | | 1,256,744 | | | | | | 5.5% | | | | | | — | | | | | | — | | | | | | 4.4% | | |
Barclays PLC(3)
|
| | | | 1,305,702 | | | | | | 5.7% | | | | | | — | | | | | | — | | | | | | 4.5% | | |
CVI Investments, Inc.(4)
|
| | | | 1,887,541 | | | | | | 8.2% | | | | | | — | | | | | | — | | | | | | 6.6% | | |
Hudson Bay Capital Management LP(5)
|
| | | | 1,314,972 | | | | | | 5.7% | | | | | | — | | | | | | — | | | | | | 4.6% | | |
Weiss Asset Management LP(6)
|
| | | | 1,599,934 | | | | | | 7.0% | | | | | | | | | | | | | | | | | | 5.6% | | |
D.E. Shaw Valence Portfolios, L.L.C.(7)
|
| | | | 2,238,155 | | | | | | 9.7% | | | | | | — | | | | | | — | | | | | | 7.8% | | |
| | |
No Redemptions
|
| |
Maximum Redemptions
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
NuScale Corp Class A
Common Stock |
| |
NuScale Corp Class B
Common Stock |
| |
% of
NuScale Corp Common Stock |
| |
NuScale Corp Class A
Common Stock |
| |
NuScale Corp Class B
Common Stock |
| |
% of
NuScale Corp Common Stock |
| ||||||||||||||||||||||||||||||||||||||||||
Name and Address of
Beneficial Owners |
| |
Number of
Shares |
| |
%
|
| |
Number of
Shares |
| |
%
|
| |
Number of
Shares |
| |
%
|
| |
Number of
Shares |
| |
%
|
| ||||||||||||||||||||||||||||||||||||
Directors and officers
after the Transactions: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
James T. Hackett
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John L. Hopkins(1)
|
| | | | 1,464,677 | | | | | | 2.7% | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,464,677 | | | | | | 4.9% | | | | | | — | | | | | | — | | | | | | * | | |
Alvin C. Collins, III
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Christopher J. Panichi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kent Kresa
|
| | | | — | | | | | | — | | | | | | 19,787 | | | | | | * | | | | | | * | | | | | | — | | | | | | — | | | | | | 19,787 | | | | | | * | | | | | | * | | |
Alan L. Boeckmann
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly O. Warnica
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Christopher Sorrells
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dale Atkinson(1)
|
| | | | 1,150,358 | | | | | | 2.1% | | | | | | 59,378 | | | | | | * | | | | | | * | | | | | | 1,150,358 | | | | | | 3.9% | | | | | | 59,378 | | | | | | * | | | | | | * | | |
Christopher Colbert(2)
|
| | | | 615,018 | | | | | | 1.2% | | | | | | 75,597 | | | | | | * | | | | | | * | | | | | | 615,018 | | | | | | 2.1% | | | | | | 75,597 | | | | | | * | | | | | | * | | |
Thomas Mundy(1)
|
| | | | 614,325 | | | | | | 1.2% | | | | | | — | | | | | | — | | | | | | * | | | | | | 614,325 | | | | | | 2.1% | | | | | | — | | | | | | — | | | | | | * | | |
José N. Reyes(3)
|
| | | | 1,711,822 | | | | | | 3.2% | | | | | | 151,227 | | | | | | * | | | | | | * | | | | | | 1,711,822 | | | | | | 5.6% | | | | | | 151,227 | | | | | | * | | | | | | * | | |
Robert Temple(1)
|
| | | | 454,379 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 454,379 | | | | | | 1.6% | | | | | | — | | | | | | — | | | | | | * | | |
Rudolph Murgo(1)
|
| | | | 19,524 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 19,524 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
All directors and officers after the Transactions as a group (14 persons)
|
| | | | 6,030,103 | | | | | | 11.2% | | | | | | 305,989 | | | | | | * | | | | | | 2.8% | | | | | | 6,030,103 | | | | | | 20.2% | | | | | | 305,989 | | | | | | * | | | | | | 3.0% | | |
| | |
No Redemptions
|
| |
Maximum Redemptions
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
NuScale Corp
Class A Common Stock |
| |
NuScale Corp
Class B Common Stock |
| |
% of
NuScale Corp Common Stock |
| |
NuScale Corp
Class A Common Stock |
| |
NuScale Corp
Class B Common Stock |
| |
% of
NuScale Corp Common Stock |
| ||||||||||||||||||||||||||||||||||||||||||
Name and Address of
Beneficial Owners |
| |
Number of
Shares |
| |
%
|
| |
Number of
Shares |
| |
%
|
| |
Number of
Shares |
| |
%
|
| |
Number of
Shares |
| |
%
|
| ||||||||||||||||||||||||||||||||||||
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fluor Enterprises,
Inc.(4) |
| | | | — | | | | | | — | | | | | | 126,411,386 | | | | | | 70.9% | | | | | | 54.8% | | | | | | — | | | | | | — | | | | | | 126,411,386 | | | | | | 70.9% | | | | | | 61.0% | | |
Japan NuScale Innovation, LLC(5)
|
| | | | — | | | | | | — | | | | | | 19,288,072 | | | | | | 10.8% | | | | | | 8.4% | | | | | | — | | | | | | — | | | | | | 19,288,072 | | | | | | 10.8% | | | | | | 9.3% | | |
Doosan & Financial Investors(6)
|
| | | | — | | | | | | — | | | | | | 15,170,044 | | | | | | 8.5% | | | | | | 6.6% | | | | | | — | | | | | | — | | | | | | 15,170,044 | | | | | | 8.5% | | | | | | 7.3% | | |
SV Acquisition Sponsor Sub, LLC(7)
|
| | | | 5,630,000 | | | | | | 10.7% | | | | | | — | | | | | | — | | | | | | 2.4% | | | | | | 4,626,204 | | | | | | 16.1% | | | | | | — | | | | | | — | | | | | | 2.2% | | |
Spring Valley Acquisition Sponsor, LLC(7)
|
| | | | 5,630,000 | | | | | | 10.7% | | | | | | — | | | | | | — | | | | | | 2.4% | | | | | | 4,626,204 | | | | | | 16.1% | | | | | | — | | | | | | — | | | | | | 2.2% | | |
William Quinn(7)(8)
|
| | | | 6,130,000 | | | | | | 11.7% | | | | | | — | | | | | | — | | | | | | 2.7% | | | | | | 5,126,204 | | | | | | 17.9% | | | | | | — | | | | | | — | | | | | | 2.5% | | |
DS Private Equity Co., Ltd.(9)
|
| | | | 8,000,000 | | | | | | 15.2% | | | | | | — | | | | | | — | | | | | | 3.5% | | | | | | 8,000,000 | | | | | | 27.9% | | | | | | — | | | | | | — | | | | | | 3.8% | | |
Green Energy New Technology Investment Fund(10)
|
| | | | 5,000,000 | | | | | | 9.5% | | | | | | — | | | | | | — | | | | | | 2.2% | | | | | | 5,000,000 | | | | | | 17.4% | | | | | | — | | | | | | — | | | | | | 2.4% | | |
Samsung C&T Corporation(11)
|
| | | | 5,200,002 | | | | | | 9.9% | | | | | | 2,579,413 | | | | | | 1.4% | | | | | | 3.4% | | | | | | 5,200,002 | | | | | | 18.1% | | | | | | 2,579,226 | | | | | | 1.4% | | | | | | 3.7% | | |
Name
|
| |
Units
|
| |
Aggregate
Purchase Price |
| |
Date Range of Issuance
|
| ||||||
Fluor Enterprises, Inc.
|
| | | | 29,119,497 | | | | | $ | 46,300,000 | | | |
August 8, 2018 –
May 23, 2019 |
|
Next Tech 1 New Technology Investment Fund
|
| | | | 15,723,270 | | | | | $ | 24,999,999 | | | |
November 15, 2019
|
|
NuScale Korea Holdings LLC
|
| | | | 7,927,699 | | | | | $ | 12,605,042 | | | |
July 30, 2019
|
|
Name
|
| |
Units
|
| |
Aggregate
Purchase Price |
| |
Date of Issuance
|
| ||||||
Fluor Enterprises, Inc.
|
| | | | 5,208,333 | | | | | $ | 10,000,000 | | | |
August 5, 2020
|
|
Sargent & Lundy, L.L.C.(1)
|
| | | | 4,166,666 | | | | | $ | 8,000,000 | | | |
November 2, 2020
|
|
Japan NuScale Innovation, LLC
|
| | | | 20,833,333 | | | | | $ | 40,000,000 | | | |
March 30, 2021
|
|
Name
|
| |
Units
|
| |
Aggregate
Purchase Price |
| |
Date of Issuance
|
| ||||||
Japan NuScale Innovation, LLC
|
| | | | 9,132,420 | | | | | $ | 20,000,000 | | | |
June 1, 2021
|
|
GS Energy NA Investments, Inc.
|
| | | | 18,264,840 | | | | | $ | 40,000,000 | | | |
June 29, 2021
|
|
Next Tech 3 New Technology Investment Fund
|
| | | | 15,981,735 | | | | | $ | 35,000,000 | | | |
July 19, 2021
|
|
Doosan Heavy Industries & Construction Co., Ltd.
|
| | | | 11,415,525 | | | | | $ | 25,000,000 | | | |
July 19, 2021
|
|
Samsung C&T Corporation
|
| | | | 9,132,420 | | | | | $ | 20,000,000 | | | |
July 19, 2021
|
|
Sargent & Lundy, L.L.C.(1)
|
| | | | 3,652,968 | | | | | $ | 8,000,000 | | | |
July 19, 2021
|
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Delaware
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Cayman Islands
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Applicable legislation
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| | General Corporation Law of the State of Delaware. | | | Cayman Islands Companies Act | |
Stockholder/Shareholder Approval of Business Combinations
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Mergers generally require approval of a majority of all outstanding shares.
Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.
Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.
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Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers.
Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.
A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a general meeting.
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Stockholder/Shareholder Votes for Routine Matters
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| | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or | | | Under the Cayman Islands Companies Act and the Existing Organizational Documents, routine corporate matters may be approved by an ordinary | |
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Delaware
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Cayman Islands
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| | | represented by proxy at the meeting and entitled to vote on the subject matter. | | | resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | |
Requirement for Quorum
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| | Quorum is a majority of shares entitled to vote at the meeting present in person or represented by proxy unless otherwise set in the constitutional documents, but cannot be less than one third of shares entitled to vote at the meeting. | | | Quorum is set in the company’s memorandum and articles of association. | |
Stockholder/Shareholder Consent to Action Without Meeting
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| | Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | | | Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions. | |
Appraisal Rights
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| | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | | | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
Inspection of Books and Records
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| | Any stockholder may inspect the corporation’s books and records for a “proper purpose” during the usual hours for business, as limited by Section 220 of the DGCL. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
Stockholder/Shareholder Lawsuits
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| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per the Domestication Proposal). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
Fiduciary Duties of Directors
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| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors owe a duty of care, diligence and skill.
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Delaware
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Cayman Islands
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| | | | | | Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances. | |
Indemnification of Directors and Officers
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| | A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | | | A Cayman Islands exempted company generally may indemnify its directors or officers except with regard to fraud or willful default. | |
Limited Liability of Directors
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| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | | | Liability of directors may be eliminated except with regard to their own fraud or willful default. | |
Removal of Directors
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| | Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the charter otherwise provides, or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against that director’s removal would be sufficient to elect that director if then cumulatively voted at an election of the entire board. | | | A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director. | |
Number of Directors
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| | The number of directors is fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The bylaws may provide that the board may increase the size of the board and fill any vacancies. | | | Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies. | |
Redemption Date
(period to expiration of NuScale Corp Warrants) |
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Fair Market Value of NuScale Corp Class A Common Stock
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≤$10.00
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$11.00
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$12.00
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$13.00
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$14.00
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$15.00
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$16.00
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$17.00
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≥$18.00
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60 months
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| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
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| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
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| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
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| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
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| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
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| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
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| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
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| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
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| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
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| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
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| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
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| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
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| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
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| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
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| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
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| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
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| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
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| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
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| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
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| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
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| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
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Page(s)
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Audited Financial Statements of Spring Valley Acquisition Corp.
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| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Audited Financial Statements of NuScale Power, LLC
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| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-24 | | | |
| | | | F-25 | | | |
| | | | F-26 | | | |
| | | | F-27 | | |
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December 31,
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2021
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2020
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Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
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| | | $ | 985,114 | | | | | $ | 1,906,348 | | |
Prepaid expenses
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| | | | 101,192 | | | | | | 237,088 | | |
Total current assets
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| | | | 1,086,306 | | | | | | 2,143,436 | | |
Investments held in Trust Account
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| | | | 232,320,939 | | | | | | 232,301,973 | | |
Total Assets
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| | | $ | 233,407,245 | | | | | $ | 234,445,409 | | |
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
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Current liabilities: | | | | | | | | | | | | | |
Accounts payable
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| | | $ | 305,022 | | | | | $ | — | | |
Accrued expenses
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| | | | 40,000 | | | | | | 49,934 | | |
Total current liabilities
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| | | | 345,022 | | | | | | 49,934 | | |
Derivative warrant liabilities
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| | | | 29,149,000 | | | | | | 33,660,000 | | |
Deferred underwriting fee payable
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| | | | 8,050,000 | | | | | | 8,050,000 | | |
Total liabilities
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| | | | 37,544,022 | | | | | | 41,759,934 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.10 per share
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| | | | 232,300,000 | | | | | | 232,300,000 | | |
Shareholders’ Deficit: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
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Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized;
no non-redeemable shares issued or outstanding |
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding
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| | | | 575 | | | | | | 575 | | |
Additional paid-in capital
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| | | | — | | | | | | — | | |
Accumulated deficit
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| | | | (36,437,352) | | | | | | (39,615,100) | | |
Total shareholders’ deficit
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| | | | (36,436,777) | | | | | | (39,614,525) | | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
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| | | $ | 233,407,245 | | | | | $ | 234,445,409 | | |
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For the
Year Ended December 31, 2021 |
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For the Period from
August 20, 2020 (Inception) through December 31, 2020 |
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General and administrative expenses
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| | | $ | 1,327,217 | | | | | $ | 114,144 | | |
Loss from operations
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| | | | (1,327,217) | | | | | | (114,144) | | |
Other income (expenses): | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
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| | | | 4,511,000 | | | | | | (12,110,000) | | |
Offering costs allocated to derivative warrant liabilities
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| | | | — | | | | | | (749,253) | | |
Income from investments held in Trust Account
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| | | | 18,965 | | | | | | 1,973 | | |
Net income (loss)
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| | | $ | 3,202,748 | | | | | $ | (12,971,424) | | |
Basic and diluted weighted average shares outstanding of Class A ordinary shares
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| | | | 23,000,000 | | | | | | 6,052,632 | | |
Basic and diluted net income (loss) per share, Class A ordinary shares
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| | | $ | 0.11 | | | | | $ | (1.15) | | |
Basic and diluted weighted average shares outstanding of Class B ordinary shares
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| | | | 5,750,000 | | | | | | 5,197,368 | | |
Basic and diluted net income (loss) per share, Class B ordinary shares
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| | | $ | 0.11 | | | | | $ | (1.15) | | |
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Ordinary Shares
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Additional
Paid-in Capital |
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Accumulated
Deficit |
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Total
Shareholders’ Deficit |
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Class A
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Class B
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Shares
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Amount
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Shares
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Amount
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Balance – January 1, 2021
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| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | — | | | | | $ | (39,615,100) | | | | | $ | (39,614,525) | | |
Accretion of Class A ordinary shares to redemption amount
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (25,000) | | | | | | (25,000) | | |
Net income
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,202,748 | | | | | | 3,202,748 | | |
Balance – December 31, 2021
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| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | — | | | | | $ | (36,437,352) | | | | | $ | (36,436,777) | | |
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Ordinary Shares
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Additional
Paid-in Capital |
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Accumulated
Deficit |
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Total
Shareholders’ Deficit |
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Class A
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Class B
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Shares
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Amount
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Shares
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Amount
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Balance – August 20, 2020
(inception) |
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
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| | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | | | | | | | 25,000 | | |
Accretion of Class A ordinary shares to redemption amount
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | (24,425) | | | | | | (26,643,676) | | | | | | (26,668,101) | | |
Net loss
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (12,971,424) | | | | | | (12,971,424) | | |
Balance – December 31, 2020
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| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | — | | | | | $ | (39,615,100) | | | | | $ | (39,614,525) | | |
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For the Year
Ended December 31, 2021 |
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For the Period from
August 20, 2020 (Inception) through December 31, 2020 |
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Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
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| | | $ | 3,202,748 | | | | | $ | (12,971,424) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
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Change in fair value of derivative warrant liabilities
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| | | | (4,511,000) | | | | | | 12,110,000 | | |
Offering costs allocated to derivative warrant liabilities
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| | | | — | | | | | | 749,253 | | |
Payment of formation costs through issuance of Class B ordinary shares
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| | | | — | | | | | | 5,000 | | |
Income from investments held in Trust Account
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| | | | (18,965) | | | | | | (1,973) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
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| | | | 135,895 | | | | | | (237,088) | | |
Accounts payable
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| | | | 305,022 | | | | | | — | | |
Accrued expenses
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| | | | (9,934) | | | | | | — | | |
Net cash used in operating activities
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| | | | (896,234) | | | | | | (346,232) | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Cash deposited in Trust Account
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| | | | — | | | | | | (232,300,000) | | |
Net cash used in investing activities
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| | | | — | | | | | | (232,300,000) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Units, net of underwriting discounts paid and reimbursements
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| | | | — | | | | | | 226,150,000 | | |
Proceeds from sale of Private Placement Warrants
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| | | | — | | | | | | 8,900,000 | | |
Repayment of promissory note-related party
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| | | | — | | | | | | (124,826) | | |
Payment of offering costs
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| | | | (25,000) | | | | | | (372,594) | | |
Net cash provided by (used in) financing activities
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| | | | (25,000) | | | | | | 234,552,580 | | |
Net change in cash
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| | | | (921,234) | | | | | | 1,906,348 | | |
Cash – beginning of the period
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1,906,348
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—
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Cash – ending of the period
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| | | $ | 985,114 | | | | | $ | 1,906,348 | | |
Supplemental disclosure of noncash financing activities: | | | | | | | | | | | | | |
Warrant liabilities in connection with initial public offering
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| | | $ | — | | | | | $ | 22,529,000 | | |
Deferred underwriting fee payable
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| | | $ | — | | | | | $ | 8,050,000 | | |
Accrued offering costs
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| | | $ | — | | | | | $ | 49,934 | | |
Offering costs paid by Sponsor in exchange for Founder Shares
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| | | $ | — | | | | | $ | 20,000 | | |
Offering costs paid directly through note payable
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| | | $ | — | | | | | $ | 124,826 | | |
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Year Ended December 30,
2021 |
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Period From August 20, 2020
(Inception) through December 31, 2020 |
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Class A
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Class B
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Class A
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Class B
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Basic and diluted net loss per ordinary share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income (loss)
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| | | $ | 2,562,198 | | | | | $ | 640,550 | | | | | $ | (6,978,778) | | | | | $ | (5,992,646) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average ordinary shares outstanding
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| | | | 23,000,000 | | | | | | 5,750,000 | | | | | | 6,052,632 | | | | | | 5,197,368 | | |
Basic and diluted net income (loss) per ordinary share
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| | | $ | 0.11 | | | | | $ | 0.11 | | | | | $ | (1.15) | | | | | $ | (1.15) | | |
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Gross proceeds from Initial Public Offering
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| | | $ | 230,000,000 | | |
| Less: | | | | | | | |
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Fair value of Public Warrants at issuance
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| | | | (12,650,000) | | |
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Offering costs allocated to Class A ordinary shares subject to possible redemption
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| | | | (11,743,101) | | |
| Plus: | | | | | | | |
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Accretion on Class A ordinary shares subject to possible redemption amount
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| | | | 26,693,101 | | |
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Class A ordinary shares subject to possible redemption
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| | | $ | 232,300,000 | | |
December 31, 2021
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Description
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Quoted Prices
in Active Markets (Level 1) |
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Significant
Other Observable Inputs (Level 2) |
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Significant
Other Unobservable Inputs (Level 3) |
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Assets: | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account – Mutual funds
|
| | | $ | 232,320,939 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants
|
| | | $ | 14,375,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 14,774,000 | | |
December 31, 2020
|
| | | | |||||||||||||||
Description
|
| |
Quoted Prices
in Active Markets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Other Unobservable Inputs (Level 3) |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account – Mutual funds
|
| | | $ | 232,301,973 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants
|
| | | $ | 18,975,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 14,685,000 | | |
For the year ended December 31, 2021
|
| | | | | | |
Derivative warrant liabilities at January 1, 2021
|
| | | $ | 14,685,000 | | |
Change in fair value of derivative warrant liabilities
|
| | | | 89,000 | | |
Derivative warrant liabilities at December 31, 2021
|
| | | $ | 14,774,000 | | |
For the period from August 20, 2020 (inception) through December 31, 2020
|
| | | | | | |
Derivative warrant liabilities at August 20, 2020 (inception)
|
| | | $ | — | | |
Issuance of Public and Private Warrants
|
| | | | 22,529,000 | | |
Transfer of Public Warrants to Level 1
|
| | | | (12,650,000) | | |
Change in fair value of derivative warrant liabilities
|
| | | | 4,806,000 | | |
Derivative warrant liabilities at December 31, 2020
|
| | | $ | 14,685,000 | | |
| | |
As of December 31,
2021 |
| |
As of December 31,
2020 |
| ||||||
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
IPO price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Implied share price range (or underlying asset price)
|
| | | $ | 10.03 | | | | | $ | 10.12 | | |
Volatility
|
| | | | 26.60% | | | | | | 21.0% | | |
Term (years)
|
| | | | 5.50 | | | | | | 5.70 | | |
Risk-free rate
|
| | | | 1.30% | | | | | | 0.46% | | |
Dividend yield
|
| | | | 0.0% | | | | | | 0.0% | | |
(in thousands)
|
| |
December 31, 2021
|
| |
December 31, 2020
|
| ||||||
Assets | | ||||||||||||
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 77,094 | | | | | $ | 4,864 | | |
Prepaid expenses
|
| | | | 4,147 | | | | | | 3,976 | | |
Accounts receivable
|
| | | | 4,833 | | | | | | 2,790 | | |
Total current assets
|
| | | | 86,074 | | | | | | 11,630 | | |
Noncurrent assets | | | | | | | | | | | | | |
Property, plant and equipment, net
|
| | | | 4,960 | | | | | | 5,025 | | |
In-process research and development
|
| | | | 16,900 | | | | | | 16,900 | | |
Intangible assets, net
|
| | | | 1,236 | | | | | | 1,413 | | |
Goodwill
|
| | | | 8,255 | | | | | | 8,255 | | |
Other assets
|
| | | | 3,772 | | | | | | 3,834 | | |
Total assets
|
| | | $ | 121,197 | | | | | $ | 47,057 | | |
Liabilities | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 22,375 | | | | | $ | 16,700 | | |
Accrued compensation
|
| | | | 10,552 | | | | | | 4,993 | | |
Convertible note payable
|
| | | | 14,041 | | | | | | 13,621 | | |
Notes payable
|
| | | | — | | | | | | 20,293 | | |
Deferred DOE cost share
|
| | | | 104 | | | | | | 13,358 | | |
Other accrued liabilities
|
| | | | 1,336 | | | | | | 1,579 | | |
Total current liabilities
|
| | | | 48,408 | | | | | | 70,544 | | |
Noncurrent liabilities
|
| | | | 2,976 | | | | | | 3,245 | | |
Deferred revenue
|
| | | | 1,415 | | | | | | 267 | | |
Total liabilities
|
| | | | 52,799 | | | | | | 74,056 | | |
| | | | | | | | | | | | | |
Mezzanine equity
|
| | | | 2,140 | | | | | | 2,140 | | |
| | | | | | | | | | | | | |
Equity | | | | | | | | | | | | | |
Members’ equity | | | | | | | | | | | | | |
Convertible preferred units
|
| | | | 819,694 | | | | | | 629,089 | | |
Common units
|
| | | | 28,184 | | | | | | 20,899 | | |
Accumulated deficit
|
| | | | (781,620) | | | | | | (679,127) | | |
Total members’ equity
|
| | | | 66,258 | | | | | | (29,139) | | |
Total liabilities, mezzanine equity and members’ equity
|
| | | $ | 121,197 | | | | | $ | 47,057 | | |
| | |
Year Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Revenue
|
| | | $ | 2,862 | | | | | $ | 600 | | |
Cost of sales
|
| | | | (1,770) | | | | | | (355) | | |
Gross margin
|
| | | | 1,092 | | | | | | 245 | | |
Other operating expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 93,136 | | | | | | 95,267 | | |
General and administrative
|
| | | | 46,725 | | | | | | 37,176 | | |
Other
|
| | | | 35,531 | | | | | | 26,645 | | |
Loss from operations
|
| | | | (174,300) | | | | | | (158,843) | | |
Department of Energy cost share
|
| | | | 73,522 | | | | | | 71,109 | | |
Interest expense and other
|
| | | | (1,715) | | | | | | (653) | | |
Net loss
|
| | | $ | (102,493) | | | | | $ | (88,387) | | |
| | | | | | | | | | | | | | |
Members’ Equity
|
| |||||||||||||||||||||||||||||||||
| | |
Mezzanine
Equity |
| |
Convertible
Preferred Units |
| |
Common
Units |
| |
Accumulated
Deficit |
| |
Total
Members’ Equity |
| |||||||||||||||||||||||||||||||||
(in thousands)
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balances at December 31, 2019
|
| | | | 6,000 | | | | | $ | 2,140 | | | | | | 532,888 | | | | | $ | 610,211 | | | | | | 5,442 | | | | | $ | 17,187 | | | | | $ | (590,740) | | | | | $ | 36,658 | | |
Sale of convertible preferred
units |
| | | | — | | | | | | — | | | | | | 9,635 | | | | | | 18,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,500 | | |
Issuance of convertible preferred units
|
| | | | — | | | | | | — | | | | | | 206 | | | | | | 378 | | | | | | — | | | | | | — | | | | | | — | | | | | | 378 | | |
Exercise of common unit
options |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 105 | | | | | | 43 | | | | | | — | | | | | | 43 | | |
Repurchase of common units
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (55) | | | | | | (49) | | | | | | — | | | | | | (49) | | |
Equity-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,718 | | | | | | — | | | | | | 3,718 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (88,387) | | | | | | (88,387) | | |
Balances at December 31, 2020
|
| | | | 6,000 | | | | | $ | 2,140 | | | | | | 542,729 | | | | | $ | 629,089 | | | | | | 5,492 | | | | | $ | 20,899 | | | | | $ | (679,127) | | | | | $ | (29,139) | | |
Sale of convertible preferred
units |
| | | | — | | | | | | — | | | | | | 90,500 | | | | | | 190,540 | | | | | | — | | | | | | — | | | | | | — | | | | | | 190,540 | | |
Issuance of convertible preferred units
|
| | | | — | | | | | | — | | | | | | 32 | | | | | | 65 | | | | | | — | | | | | | — | | | | | | — | | | | | | 65 | | |
Exercise of common unit
options |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,483 | | | | | | 748 | | | | | | — | | | | | | 748 | | |
Repurchase of common units
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15) | | | | | | (17) | | | | | | — | | | | | | (17) | | |
Issuance of treasury units
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 114 | | | | | | 113 | | | | | | — | | | | | | 113 | | |
Equity-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,441 | | | | | | — | | | | | | 6,441 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (102,493) | | | | | | (102,493) | | |
Balances at December 31, 2021
|
| | | | 6,000 | | | | | $ | 2,140 | | | | | | 633,261 | | | | | $ | 819,694 | | | | | | 9,074 | | | | | $ | 28,184 | | | | | | (781,620) | | | | | | 66,258 | | |
| | |
Year Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Operating Cash Flow | | | | | | | | | | | | | |
Net loss
|
| | | $ | (102,493) | | | | | $ | (88,387) | | |
Adjustments to reconcile net loss to operating cash flow: | | | | | | | | | | | | | |
Depreciation
|
| | | | 2,018 | | | | | | 1,900 | | |
Amortization of intangible assets
|
| | | | 177 | | | | | | 178 | | |
Equity-based compensation expense
|
| | | | 6,441 | | | | | | 3,718 | | |
Accrued interest on convertible note payable
|
| | | | 127 | | | | | | 701 | | |
Net noncash change in right of use assets and lease liabilities
|
| | | | 1,501 | | | | | | 1,486 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses and other assets
|
| | | | (1,540) | | | | | | (462) | | |
Accounts receivable
|
| | | | (2,043) | | | | | | 18,042 | | |
Accounts payable and accrued expenses
|
| | | | 5,886 | | | | | | 6,493 | | |
Lease liability
|
| | | | (1,650) | | | | | | (1,594) | | |
Deferred DOE cost share
|
| | | | (13,254) | | | | | | 13,358 | | |
Deferred revenue
|
| | | | 1,148 | | | | | | 224 | | |
Accrued compensation
|
| | | | 4,520 | | | | | | (2,892) | | |
Net cash used in operating activities
|
| | | | (99,162) | | | | | | (47,235) | | |
Investing Cash Flow | | | | | | | | | | | | | |
Purchases of property, plant and equipment
|
| | | | (1,952) | | | | | | (3,526) | | |
Net cash used in investing activities
|
| | | | (1,952) | | | | | | (3,526) | | |
Financing Cash Flow | | | | | | | | | | | | | |
Proceeds from debt issuance
|
| | | | — | | | | | | 23,000 | | |
Repayment of debt
|
| | | | (20,000) | | | | | | (3,000) | | |
Proceeds from short-term borrowings
|
| | | | 27,200 | | | | | | — | | |
Repayment of short-term borrowings
|
| | | | (27,200) | | | | | | — | | |
Proceeds from sale of convertible preferred units
|
| | | | 192,500 | | | | | | 18,500 | | |
Proceeds from exercise of common unit options
|
| | | | 748 | | | | | | 43 | | |
Repurchase of common units
|
| | | | (17) | | | | | | (49) | | |
Issuance of treasury units
|
| | | | 113 | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 173,344 | | | | | | 38,494 | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | 72,230 | | | | | | (12,267) | | |
Cash and cash equivalents: | | | | | | | | | | | | | |
Beginning of period
|
| | | | 4,864 | | | | | | 17,131 | | |
End of period
|
| | | $ | 77,094 | | | | | $ | 4,864 | | |
| | | | | | | | | | | | | |
Summary of noncash investing and financing activities: | | | | | | | | | | | | | |
Conversion of accounts payable to convertible preferred units
|
| | | $ | 65 | | | | | $ | 378 | | |
Capital expenditures in accounts payable
|
| | | | — | | | | | | 290 | | |
Equity issuance fees
|
| | | | 1,960 | | | | | | — | | |
Increase in lease liability
|
| | | | — | | | | | | 846 | | |
| | | | | | | | | | | | | |
Supplemental disclosures of cash flow information: | | | | | | | | | | | | | |
Cash paid for interest
|
| | | | 1,478 | | | | | | — | | |
| | |
Balance Sheet
|
| |
As of December 31,
|
| |||||||||
Lease Assets and Liabilities
|
| |
Classification
|
| |
2021
|
| |
2020
|
| ||||||
Right-of-use Assets | | | | | | | | | | | | | | | | |
Operating lease assets
|
| |
Other assets
|
| | | $ | 1,268 | | | | | $ | 2,699 | | |
Total right-of-use assets
|
| | | | | | | 1,268 | | | | | | 2,699 | | |
Lease Liabilities | | | | | | | | | | | | | | | | |
Operating lease liabilities, current
|
| |
Other accrued liabilities
|
| | | | 1,190 | | | | | | 1,579 | | |
Operating lease liabilities, noncurrent
|
| |
Noncurrent liabilities
|
| | | | 211 | | | | | | 1,401 | | |
Total lease liabilities
|
| | | | | | $ | 1,401 | | | | | $ | 2,980 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Right-of-use assets obtained in exchange for new operating leases
|
| | | $ | — | | | | | $ | 846 | | |
Weighted-average remaining lease term – operating leases
|
| |
1.05 years
|
| |
1.93 years
|
| ||||||
Weighted average discount rate-operating leases
|
| | | | 3.35% | | | | | | 3.38% | | |
Year ended December 31,
|
| |
Operating Leases
|
| |||
2022
|
| | | $ | 1,210 | | |
2023
|
| | | | 214 | | |
Total lease payments
|
| | | $ | 1,424 | | |
Less: interest
|
| | | | (23) | | |
Present value of lease liabilities
|
| | | $ | 1,401 | | |
| | |
2021
|
| |
2020
|
| ||||||
Furniture and fixtures
|
| | | $ | 173 | | | | | $ | 173 | | |
Office and computer equipment
|
| | | | 5,638 | | | | | | 5,436 | | |
Software
|
| | | | 15,227 | | | | | | 13,251 | | |
Test equipment
|
| | | | 347 | | | | | | 347 | | |
Leasehold improvements
|
| | | | 2,689 | | | | | | 2,689 | | |
| | | | | 24,074 | | | | | | 21,896 | | |
Less: Accumulated depreciation
|
| | | | (20,632) | | | | | | (18,614) | | |
Add: Assets under development
|
| | | | 1,518 | | | | | | 1,743 | | |
Net property, plant and equipment
|
| | | $ | 4,960 | | | | | $ | 5,025 | | |
Date
|
| |
Investor
|
| |
Price per CPU
|
| |
Investment
|
| ||||||
August, 2020
|
| |
Fluor Enterprises
|
| | | $ | 1.92 | | | | | $ | 10,000 | | |
November, 2020
|
| |
Sargent & Lundy, L.L.C.(1)
|
| | | | 1.92 | | | | | | 8,000 | | |
October, 2020
|
| |
Sarens Nuclear & Industrial Services, LLC(1)
|
| | | | 1.92 | | | | | | 500 | | |
January, 2021
|
| |
Sarens Nuclear & Industrial Services, LLC(1)
|
| | | | 1.92 | | | | | | 500 | | |
March, 2021
|
| |
Japan NuScale Innovation, LLC(1)
|
| | | | 1.92 | | | | | | 40,000 | | |
May, 2021
|
| |
Japan NuScale Innovation, LLC(1)
|
| | | | 2.19 | | | | | | 20,000 | | |
June, 2021
|
| |
GS Energy Corporation(1)
|
| | | | 2.19 | | | | | | 40,000 | | |
July, 2021
|
| |
Doosan Heavy Industries & Construction Co., Ltd(1)
|
| | | | 2.19 | | | | | | 25,000 | | |
July, 2021
|
| |
Next Tech 3 New Technology Investment
|
| | | | 2.19 | | | | | | 35,000 | | |
July, 2021
|
| |
Sarens Nuclear & Industrial Services, LLC(1)
|
| | | | 2.19 | | | | | | 4,000 | | |
July, 2021
|
| |
Sargent & Lundy, L.L.C.(1)
|
| | | | 2.19 | | | | | | 8,000 | | |
July, 2021
|
| |
Samsung C&T Corporation(1)
|
| | | | 2.19 | | | | | | 20,000 | | |
Series
|
| |
Convertible Preferred
Original Issue Price |
| |
Common Equivalent
Issue Price |
| |
Common Equivalent
Ratio |
| |
Convertible Preferred
Units Issued |
| ||||||||||||
A
|
| | | $ | 1.00 | | | | | $ | 1.00 | | | | | | 100% | | | | | | 336,826 | | |
A-1
|
| | | $ | 1.31 | | | | | $ | 1.31 | | | | | | 100% | | | | | | 67,674 | | |
A-2
|
| | | $ | 1.42 | | | | | $ | 1.42 | | | | | | 100% | | | | | | 68,349 | | |
A-3
|
| | | $ | 1.59 | | | | | $ | 1.59 | | | | | | 100% | | | | | | 60,091 | | |
A-4
|
| | | $ | 1.92 | | | | | $ | 1.92 | | | | | | 100% | | | | | | 30,903 | | |
A-5
|
| | | $ | 2.19 | | | | | $ | 2.19 | | | | | | 100% | | | | | | 69,418 | | |
| | |
Weighted Average
|
| |||||||||
Unit Options
|
| |
Number of Units
|
| |
Exercise Price
|
| ||||||
Outstanding at December 31, 2020
|
| | | | 74,824 | | | | | $ | 0.49 | | |
Granted
|
| | | | 19,362 | | | | | | 1.11 | | |
Exercised
|
| | | | (3,483) | | | | | | 0.21 | | |
Forfeited
|
| | | | (653) | | | | | | 0.99 | | |
Expired
|
| | | | (1,172) | | | | | | 0.45 | | |
Outstanding at December 31, 2021
|
| | | | 88,878 | | | | | | 0.63 | | |
Exercisable at December 31, 2021
|
| | | | 75,506 | | | | | | 0.55 | | |
| | |
2021
|
| |
2020
|
|
Risk-free interest rate
|
| |
0.62% – 1.31%
|
| |
0.37% – 0.59%
|
|
Expected dividend yield
|
| |
NA
|
| |
NA
|
|
Expected option life
|
| |
6.25 years
|
| |
6.25 years
|
|
Expected price volatility
|
| |
64.60% – 73.98%
|
| |
64.6% – 69.21%
|
|
| | |
Page
|
| |||
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|
Spring Valley Acquisition Corp.
|
| |||
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2100 McKinney Ave., Suite 1675
|
| |||
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Dallas, TX 75201
|
| |||
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Attn:
Christopher Sorrells
|
| |||
|
E-mail:
Chris.Sorrells@sv-ac.com
|
| |||
|
with a copy (which shall not constitute notice) to:
|
| |||
|
Kirkland & Ellis LLP
|
| |||
|
609 Main Street
|
| |||
|
Houston, TX 77002
|
| |||
|
Attn:
Adam D. Larson, P.C.
Allan Kirk
|
| |||
|
E-mail:
Adam.Larson@kirkland.com
Allan.Kirk@kirkland.com
|
|
|
NuScale Power, LLC
|
| |||
|
6650 SW Redwood Lane
|
| |||
|
Suite 210
|
| |||
|
Portland, OR 97224
|
| |||
|
Attn:
Robert K. Temple
|
| |||
|
E-mail:
btemple@nuscalepower.com
|
|
|
with copies (which shall not constitute notice) to:
|
| |||
|
Fluor Enterprises, Inc.
|
| |||
|
6700 Las Colinas Blvd.
|
| |||
|
Irving, TX 75039
|
| |||
|
Attention: Chief Legal Officer
|
| |||
|
E-mail: John.Reynolds@Fluor.com
|
| |||
|
Gibson, Dunn & Crutcher LLP
|
| |||
|
3161 Michelson Drive
|
| |||
|
Irvine, CA 92612
|
| |||
|
Attn:
David C. Lee
John M. Williams III Evan M. D’Amico
|
| |||
|
E-mail:
DLee@GibsonDunn.com
JWilliams@GibsonDunn.com EDAmico@GibsonDunn.com
|
| |||
|
Stoel Rives LLP
|
| |||
|
760 SW Ninth Avenue, Suite 3000
|
| |||
|
Portland, OR 97205
|
| |||
|
Attn:
Jason M. Brauser
James M. Kearney
|
| |||
|
E-mail:
jason.brauser@stoel.com
jim.kearney@stoel.com
|
|
Signature: |
|
Name of Stockholder: |
|
Signature: |
|
| “Affiliate” | | | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
| “Applicable Law” | | | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
| “Articles” | | | means these amended and restated articles of association of the Company. | |
| “Audit Committee” | | | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Auditor” | | | means the person for the time being performing the duties of auditor of the Company (if any). | |
|
“Business Combination”
|
| | means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq Capital Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations. | |
| “business day” | | | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
| “Clearing House” | | | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
| “Class A Share” | | | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
|
“Class B Share”
|
| | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Company” | | | means the above named company. | |
|
“Company’s Website”
|
| | means the website of the Company and/or its web-address or domain name (if any). | |
|
“Compensation Committee”
|
| | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Designated Stock Exchange” | | | means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Capital Market. | |
| “Directors” | | | means the directors for the time being of the Company. | |
| “Dividend” | | | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
| “Electronic Communication” | | | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
| “Electronic Record” | | | has the same meaning as in the Electronic Transactions Law. | |
| “Electronic Transactions Law” | | |
means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
|
|
| “Equity-linked Securities” | | | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
| “Exchange Act” | | | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
| “Founders” | | | means all Members immediately prior to the consummation of the IPO. | |
| “Independent Director” | | | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
| “IPO” | | | means the Company’s initial public offering of securities. | |
| “Member” | | | has the same meaning as in the Statute. | |
| “Memorandum” | | |
means the amended and restated memorandum of association of the Company.
|
|
|
“Nominating Committee”
|
| | means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Officer” | | | means a person appointed to hold an office in the Company. | |
| “Ordinary Resolution” | | | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
|
“Over-Allotment Option”
|
| | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
| “Preference Share” | | | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
| “Public Share” | | | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
| “Redemption Notice” | | | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
| “Register of Members” | | | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
| “Registered Office” | | | means the registered office for the time being of the Company. | |
| “Representative” | | | means a representative of the Underwriters. | |
| “Seal” | | | means the common seal of the Company and includes every duplicate seal. | |
| “Securities and Exchange Commission” | | | means the United States Securities and Exchange Commission. | |
| “Share” | | | means a Class A Share, a Class B Share, or a Preference Share and includes a fraction of a share in the Company. | |
| “Special Resolution” | | | subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
| “Sponsor” | | | means Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company, and its successors or assigns. | |
| “Statute” | | | means the Companies Law (2020 Revision) of the Cayman Islands. | |
| “Treasury Share” | | | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
| “Trust Account” | | | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
| “Underwriter” | | | means an underwriter of the IPO from time to time and any successor underwriter. | |
By: |
|
| | |
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|
|
| | Date: , 2021 | |
| | | | State/Country of Formation or Domicile: | |
|
|
| |
|
|
|
|
| | | |
|
|
| | Name in which Shares are to be Registered (if different): | |
|
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| |
|
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| Business Address: | | | Mailing Address (if different): | |
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Number of Shares subscribed for:
|
| | | |
|
Aggregate Subscription Amount:
|
| | Price Per Share: $10.00 | |
By: |
|
Email: |
|
| | | | HOLDERS: | | |||
| | | | SPRING VALLEY ACQUISITION SPONSOR, LLC | | |||
| | | |
By:
Name: Title: |
| |
David Levinson
Corporate Secretary |
|
| | | | SPRING VALLEY ACQUISITION SPONSOR SUB, LLC | | |||
| | | |
By:
Name: Title: |
| |
David Levinson
Corporate Secretary |
|
| | | | NEW HOLDERS: | | |||
| | | | [•] | | |||
| | | |
By:
Name: Title: |
| |
|
|
|
NEW HOLDER:
|
| | ACCEPTED AND AGREED: | | ||||||
| Print Name: | | |
|
| |
COMPANY
|
| |||
| By: | | |
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| | By: | | |
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| Address: | | |
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| | | | MANAGER | | |||
| | | | NUSCALE POWER CORPORATION | | |||
| | | | By: | | |
Name:
Title: |
|
| | | | MEMBERS | | |||
| | | | NUSCALE POWER CORPORATION | | |||
| | | | By: | | |
Name:
Title: |
|
| | | | By: | | |
Name:
Title: |
|
Member
|
| |
Units
|
|
NuScale Power Corporation | | | [ ] Class A Units | |
[ ] | | | [ ] Class B Units | |
[ ] | | | [ ] Class B Units | |
[ ] | | | [ ] Class B Units | |
[ ] | | | [ ] Class B Units | |
[ ] | | | [ ] Class B Units | |
[ ] | | | [ ] Class B Units | |
Legal Name of Holder: |
|
Number of Class B Units: |
|
Number of Class B Common Stock: |
|
Brokerage Account Details: |
|
| | | |
|
|
| Dated: | | | | |
Name
|
| |
Title
|
|
John Hopkins | | | Chief Executive Officer & President | |
Chris Colbert | | | Chief Financial Officer | |
Robert Temple | | | General Counsel & Secretary | |
Rudy Murgo | | | Treasurer | |
José N. Reyes | | | Chief Technology Officer | |
Dale Atkinson | | | Chief Operating Officer | |
Tom Bergman | | | Vice President, Regulatory Affairs | |
Redemption Date
|
| |
Redemption Fair Market Value of Ordinary Shares
(period to expiration of warrants) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| | | | SPRING VALLEY ACQUISITION CORP. | | |||
| | | | By: | | |
/s/ Christopher Sorrells
Name: Christopher Sorrells
Title: Chief Executive Officer |
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| | | | CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent | | |||
| | | | By: | | |
/s/ Steven Vacante
Name: Steven Vacante
Title: Vice President |
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| | | | SPRING VALLEY ACQUISITION CORP. | | |||
| | | | By: | | |
Name:
Title: Authorized Signatory |
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| | | | CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT | | |||
| | | | By: | | |
Name:
Title: |
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(Signature)
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(Address)
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(Tax Identification Number)
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| Signature Guaranteed: | | | | |