UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
Spring Valley Acquisition Corp. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering on November 27, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated articles of association (the “Charter”). Pursuant to such re-evaluation, the Company’s management revised this interpretation to include temporary equity in net tangible assets. This reclassification of equity was reflected in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 8, 2021 as a revision and not as a restatement. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.
On December 10, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued
| (i) | audited balance sheet as of November 27, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 7, 2021 (the “2020 Form 10-K/A No. 1”); |
| (ii) | audited financial statements included in the 2020 Form 10-K/A No. 1; |
| (iii) | unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 21, 2021; |
| (iv) | unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021; and |
| (v) | unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 8, 2021, and in particular footnote 1 to those unaudited condensed financial statements and Item 4 of Part 1, |
should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate (a) the financial statements described in (i)-(ii) in an amendment to the Form 10-K/A No. 1 and (b) the financial statements described in (iii-v) in an amendment to the Company’s Quarterly Report on Form 10-Q/A (the “Q3 Form 10-Q/A”). Each amendment will be filed with the SEC.
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The Company does not expect the above-described accounting for the Public Shares to have any effect on the Company’s previously reported investments held in trust or cash.
The Company’s management has concluded that a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in the Q3 Form 10-Q/A.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPRING VALLEY ACQUISITION CORP. | ||
| By: | /s/ Jeffrey Schramm | |
| Jeffrey Schramm | ||
| Chief Financial Officer | ||
Date: December 10, 2021
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