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 8.01 Other Events.
As previously disclosed, on December 13, 2021, Spring Valley Acquisition Corp. (“Spring Valley”) entered into an Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”) between Spring Valley, NuScale Power, LLC (“NuScale LLC”) and Spring Valley Merger Sub, LLC. The transactions contemplated by the Merger Agreement (the “Transactions”) are conditioned upon the satisfaction of customary closing conditions and approval by Spring Valley shareholders at the extraordinary general meeting, which is scheduled for April 28, 2022.
As of April 26, 2022 at 5:00 P.M. Eastern Time, the deadline for holders of Spring Valley Class A ordinary shares, par value $0.0001 (“Class A ordinary shares”), to require Spring Valley to redeem their Class A ordinary shares, Spring Valley shareholders elected to have redeemed an aggregate of 8,619,631 Class A ordinary shares, or approximately 37.5% of the outstanding Class A ordinary shares.
Important Information and Where to Find It
In connection with the proposed Transactions, Spring Valley has filed a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”), which includes a proxy statement/prospectus and certain other related documents. Spring Valley mailed a definitive proxy statement/prospectus to the Spring Valley shareholders as of the record date established in connection with Spring Valley’s solicitation of proxies for the vote on the proposed Transactions and other matters to be presented at the special meeting of Spring Valley shareholders. Spring Valley shareholders and other interested parties are urged to read the definitive proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety because they contain important information about Spring Valley, NuScale LLC and the proposed Transactions. Spring Valley shareholders and other interested parties may obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by Spring Valley through the website maintained by the SEC at http://www.sec.gov or by directing a request to: Spring Valley Acquisition Corp., 2100 McKinney Ave, Suite 1675, Dallas, TX 75201 or (214) 308-5230.
Participants in the Solicitation
Spring Valley, NuScale LLC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed Transactions. Information about the directors and executive officers of Spring Valley is set forth in its registration statement on Form S-1 (Registration Number 333-249067), initially filed with the SEC on September 25, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are be included in the proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed Transactions. Spring Valley shareholders and other interested persons should read the proxy statement/prospectus carefully before making any voting decisions. These documents can be obtained free of charge from the sources indicated above.
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Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expected timing of completion of the proposed Transactions. These statements are based on various assumptions and on the current expectations of Spring Valley’s and NuScale LLC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Spring Valley and NuScale LLC. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability of the parties to enter into definitive agreements or successfully or timely consummate the proposed Transactions or to satisfy the other conditions to the closing of the proposed Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company; the risk that the approval of the Spring Valley shareholders for the proposed Transactions is not obtained; failure to realize the anticipated benefits of the proposed Transactions, including as a result of a delay in consummating the proposed Transaction or difficulty in, or costs associated with, integrating the businesses of Spring Valley and NuScale LLC; the amount of redemption requests made by the Spring Valley shareholders; the occurrence of events that may give rise to a right of one or both of Spring Valley and NuScale LLC to terminate the Merger Agreement; risks related to the rollout of NuScale LLC’s business and the timing of expected business milestones; the effects of competition on NuScale LLC’s business; and those factors discussed in Spring Valley’s registration statement on Form S-1 (Registration Number 333-249067), initially filed with the SEC on September 25, 2020, under the heading “Risk Factors,” and other documents of Spring Valley filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Spring Valley nor NuScale LLC presently know or that Spring Valley and NuScale LLC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Spring Valley’s and NuScale LLC’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Spring Valley and NuScale LLC anticipate that subsequent events and developments will cause their assessments to change. However, while Spring Valley and NuScale LLC may elect to update these forward-looking statements at some point in the future, Spring Valley and NuScale LLC specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Spring Valley’s or NuScale LLC’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Spring Valley Acquisition Corp. | ||
| April 27, 2022 | ||
| By: | /s/ Christopher Sorrells | |
| Name: | Christopher Sorrells | |
| Title: | Chief Executive Officer | |
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