0001104659-22-116902.txt : 20221110 0001104659-22-116902.hdr.sgml : 20221110 20221110105510 ACCESSION NUMBER: 0001104659-22-116902 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221103 FILED AS OF DATE: 20221110 DATE AS OF CHANGE: 20221110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IHI Corp CENTRAL INDEX KEY: 0001535636 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39736 FILM NUMBER: 221375625 BUSINESS ADDRESS: STREET 1: TOYOSU IHI BLDG., 3-1-1 TOYOSU, KOTO-KU CITY: TOKYO STATE: M0 ZIP: 135-8710 BUSINESS PHONE: 03-6204-7800 MAIL ADDRESS: STREET 1: TOYOSU IHI BLDG., 3-1-1 TOYOSU, KOTO-KU CITY: TOKYO STATE: M0 ZIP: 135-8710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Japan Bank for International Cooperation CENTRAL INDEX KEY: 0001551322 STANDARD INDUSTRIAL CLASSIFICATION: FOREIGN GOVERNMENTS [8888] STATE OF INCORPORATION: M0 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39736 FILM NUMBER: 221375628 BUSINESS ADDRESS: STREET 1: 4-1 Otemachi 1-chome STREET 2: Chiyoda-ku CITY: Tokyo STATE: M0 ZIP: 100-8144 BUSINESS PHONE: 000-000-0000 MAIL ADDRESS: STREET 1: 4-1 Otemachi 1-chome STREET 2: Chiyoda-ku CITY: Tokyo STATE: M0 ZIP: 100-8144 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Japan NuScale Innovation, LLC CENTRAL INDEX KEY: 0001928758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39736 FILM NUMBER: 221375629 BUSINESS ADDRESS: STREET 1: 3151 BRIARPARK DRIVE, SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 832 591-2000 MAIL ADDRESS: STREET 1: 3151 BRIARPARK DRIVE, SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JGC America, Inc. CENTRAL INDEX KEY: 0001949062 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39736 FILM NUMBER: 221375626 BUSINESS ADDRESS: STREET 1: 3151 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 832-591-2000 MAIL ADDRESS: STREET 1: 3151 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IHI Americas Inc. CENTRAL INDEX KEY: 0001930993 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39736 FILM NUMBER: 221375624 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 7TH FLOOR, STE. 750 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2125998100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 7TH FLOOR, STE. 750 CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JGC Holdings Corp CENTRAL INDEX KEY: 0001949048 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39736 FILM NUMBER: 221375627 BUSINESS ADDRESS: STREET 1: 2 CHOME-3-1 MINATOMIRAI, NISHI WARD CITY: YOKOHAMA, KANAGAWA STATE: M0 ZIP: 220-6001 BUSINESS PHONE: 81-45-682-1111 MAIL ADDRESS: STREET 1: 2 CHOME-3-1 MINATOMIRAI, NISHI WARD CITY: YOKOHAMA, KANAGAWA STATE: M0 ZIP: 220-6001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NUSCALE POWER Corp CENTRAL INDEX KEY: 0001822966 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 852715384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6650 SW REDWOOD LANE, SUITE 210 CITY: PORTLAND STATE: OR ZIP: 97224 BUSINESS PHONE: (971) 371-1592 MAIL ADDRESS: STREET 1: 6650 SW REDWOOD LANE, SUITE 210 CITY: PORTLAND STATE: OR ZIP: 97224 FORMER COMPANY: FORMER CONFORMED NAME: SPRING VALLEY ACQUISITION CORP. DATE OF NAME CHANGE: 20200828 3 1 tm2230035-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-11-03 0 0001822966 NUSCALE POWER Corp SMR 0001928758 Japan NuScale Innovation, LLC 3151 BRIARPARK DRIVE, SUITE 400 HOUSTON, TX 77042 0 0 1 0 0001551322 Japan Bank for International Cooperation 4-1, OHTEMACHI 1-CHOME, CHIYODA-KU TOKYO M0 100-8144 JAPAN 0 0 1 0 0001949048 JGC Holdings Corp 2 CHOME-3-1 MINATOMIRAI, NISHI WARD YOKOHAMA, KANAGAWA M0 220-6001 JAPAN 0 0 1 0 0001949062 JGC America, Inc. 3151 BRIARPARK DRIVE, SUITE 400 HOUSTON, TX 77042 0 0 1 0 0001535636 IHI Corp TOYOSU IHIBLDG1-1 TOYOSU 3-CHOME KOTO-KU TOKYO M0 135-8710 JAPAN 0 0 1 0 0001930993 IHI Americas Inc. 1251 AVENUE OF THE AMERICAS, SUITE 750 NEW YORK, NY 10020 0 0 1 0 Paired Interests Class A Common Stock 19285070 D This statement is being filed jointly by Japan NuScale Innovation, LLC ("JNI"), Japan Bank for International Cooperation ("JBIC"), JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), and IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, as a group beneficially owning more than 10% of Class A Common Stock, by virtue of certain voting arrangements with Fluor Enterprises, Inc. ("Fluor"). The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) the holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock. The securities are held of record by JNI. JBIC, JGC America, and IHI America are members of JNI. JBIC, JGC (through JGC America), JGC America, IHI (through IHI America), and IHI America may be deemed to have shared voting and investment power with respect to the shares held by JNI. Each of these reporting persons other than JNI disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. This Form 3 is being filed due to JNI and JBIC being deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with Fluor by virtue of that certain letter agreement regarding Board and Management Rights, dated April 4, 2022 (the "Voting Agreement"), which such "group" beneficially owns Paired Interests that can be exchanged, in the aggregate, for more than 10% of the outstanding shares of Class A Common Stock. For purposes of Section 16 of the Securities Exchange Act of 1934, the Voting Agreement does not confer any pecuniary interest in the Paired Interests of Fluor to JNI or JBIC, and therefore this Form 3 does not report such Paired Interests of Fluor. JAPAN NUSCALE INNOVATION, LLC /s/ Yasuharu Kimura Name: Yasuharu Kimura Title: Chairperson of the Board 2022-11-10 JAPAN BANK FOR INTERNATIONAL COOPERATION /s/ Kentaro Morita Name: Kentaro Morita Title: Managing Executive Officer, Global Head of Equity Finance Group 2022-11-10 JGC HOLDINGS CORPORATION /s/ Tadashi Ishizuka Name: Tadashi Ishizuka Title: Representative Director, President and Chief Operating Officer 2022-11-10 JGC AMERICA, INC. /s/ Christopher Kentaro Jones Name: Christopher Kentaro Jones Title: President, Director 2022-11-10 IHI CORPORATION /s/ Hiroyuki Ogata Name: Hiroyuki Ogata Title: General Manager of Nuclear Energy Business Unit 2022-11-10 IHI AMERICAS INC. /s/ Toshimichi Anzai Name: Toshimichi Anzai Title: President and Chief Executive Officer 2022-11-10