8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 16, 2022

NuScale Power Corporation

(Exact name of registrant as specified in its charter)

	Delaware		001-39736		98-1588588
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
(Address of principal executive offices)				(Zip Code)

6650 SW Redwood Lane, Suite 210

Portland, OR 97224

(971) 371-1592

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	SMR	New York Stock Exchange
Warrants to purchase Class A common stock	SMR WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On August 16, 2022, NuScale Power Corporation (“NuScale Corp”) sent the communication set forth in Exhibit 99.1 to members of NuScale Power, LLC (“NuScale LLC”) who have elected, pursuant to the Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC, to surrender their Class B Units of NuScale LLC (and a corresponding number of shares of Class B Common Stock of NuScale Corp) in exchange for shares of Class A Common Stock of NuScale Corp.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

.

Exhibit No.	Description
99.1	Communication to members of NuScale LLC.

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.

	NuScale Power Corporation
Date: August 16, 2022	By:	/s/ Chris Colbert
	Name:	Chris Colbert
	Title:	Chief Financial Officer

EX-99.1

From: Murgo, Rudy To: Investor Relations Cc: Temple, Bob; Colbert, Christopher; Cannon, Patrick Subject: Re: Supplemental Information re Notice of Exchange dated July 12, 2022 (“Supplement”); Quarterly Exchange Date – August 26, 2022 Date: Tuesday, August 16, 2022 4:33:33 PM Attachments: image001.png Dear Shareholder, This Supplement relates to the elective quarterly exchange of Class B Units of NuScale Power, LLC (“NuScale LLC”) for shares of Class A Common Stock of NuScale Power Corporation (“NuScale Corp”) scheduled to occur on August 26, 2022. The purpose of this Supplement is to deliver the Prospectus of NuScale Corp, which was filed with the United States Securities and Exchange Commission (“SEC”) on July 1, 2022, to the members of NuScale LLC in connection with such exchange. The Prospectus may be accessed from the following link: https://ir.nuscalepower.com/LLC-Unitholders/default.aspx. The Prospectus may be supplemented or amended from time to time, and any supplements will be accessible on the linked webpage. You are encouraged to read the Prospectus because it contains important information about NuScale LLC, NuScale Corp and the Class A Common Stock of NuScale Corp to be issued in the elective quarterly exchange. You also are encouraged to review the other filings of NuScale Corp with the SEC. All of these filings are publicly available free of charge on the SEC’s website and under the “Investors” tab on our website at www.nuscalepower.com. This Supplement is qualified in its entirety by the information and disclosures in our filings with the SEC. NuScale LLC continues to be classified as a partnership for federal income tax purposes, and we expect the members of NuScale LLC will continue to be subject to and to benefit from flow-through tax treatment of NuScale LLC with respect to Class B Units they retain. (Class B Unit holders will continue to receive a K-1.) NuScale Corp is classified as a corporation for federal income tax purposes. Thus, any ownership interest held in NuScale Corp will not constitute an interest in a partnership for federal income tax purposes and will not be subject to the same flow-through tax treatment for tax purposes as a direct ownership interest in NuScale LLC. If you elect to surrender Class B Units of NuScale LLC (and Class B Common Stock of NuScale Corp) in exchange for Class A Common Stock of NuScale Corp, the transaction will be a taxable exchange for federal income tax purposes. You will recognize gain or loss as a result of such an exchange in an amount equal to the difference, if any, between the fair market value of the Class A Common Stock received and the tax basis of the Class B Units surrendered in the exchange. If you recognize taxable gain you may, depending on your overall tax circumstances, be liable to pay tax in connection with the exchange even though you will not receive cash in the exchange to pay the resulting tax liability. NuScale Corp may be entitled to certain tax benefits resulting from an exchange, as described below. The tax consequences of an exchange may vary depending on your particular circumstances, and we recommend that you seek tax advice from your tax advisor in light of your particular circumstances, including any state, local or other tax considerations associated with an exchange. In certain circumstances, NuScale Corp may realize income tax benefits in connection with an increase in the tax basis of NuScale LLC assets (and resulting increased depreciation deductions) resulting from an exchange of Class B Units for Class A Common Stock. The Tax Receivable Agreement, described in more detail in the Prospectus, provides that NuScale Corp will pay in cash to an exchanging holder of Class B Units a portion of the tax benefits realized by NuScale Corp in these circumstances. To be

entitled to these cash payments, you must sign the Tax Receivable Agreement. You are not required to sign the Tax Receivable Agreement if you do not wish to do so, but you may be foregoing certain benefits if you do not do so. Please see the Prospectus for more information about the Tax Receivable Agreement. If you wish to sign the Tax Receivable Agreement or if you have any questions, please contact NuScale Investor Relations (IR@nuscalepower.com). ​​​​​ Rudy Murgo, CFA Senior Director, Finance and Treasurer email: rmurgo@nuscalepower.com web: www.nuscalepower.com office: 971.371.2282 mobile: 503.807.0219 The contents of this email are intended only for the person to whom it is addressed. If you received it by mistake, please inform me by reply email and then delete the message and any attachments. This email may contain proprietary, confidential and/or privileged material, which doesn't change if it is sent to an unintended recipient. Unless you have my consent, please do not copy, forward, or reveal the contents of this email to anyone.

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Cover	Aug. 16, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 16, 2022
Entity Registrant Name	NuScale Power Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39736
Entity Tax Identification Number	98-1588588
Entity Address, Address Line One	6650 SW Redwood Lane
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Portland
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97224
City Area Code	971
Local Phone Number	371-1592
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001822966
Amendment Flag	false
Document Information [Line Items]
Document Period End Date	Aug. 16, 2022
Warrant
Cover [Abstract]
Title of 12(b) Security	Warrants to purchase Class A common stock
Trading Symbol	SMR WS
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A common stock
Trading Symbol	SMR WS
Security Exchange Name	NYSE
Common Class A
Cover [Abstract]
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	SMR
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	SMR
Security Exchange Name	NYSE