Filing Overview
Registrant: Spring Valley Acquisition Corp., a Cayman Islands special purpose acquisition company (SPAC). The request metadata identifies NuScale Power Corp., but the filing itself is by Spring Valley Acquisition Corp. and does not identify NuScale in the provided text.
Form 8-K date: December 10, 2021. The filing reports an Item 4.02 conclusion that previously issued financial statements and related reports should no longer be relied upon.
Accounting and Financial Matters
- The company re-evaluated its application of ASC 480-10-S99-3A to the classification of redeemable Class A ordinary shares issued in its November 27, 2020 initial public offering.
- All Public Shares should be classified as temporary equity, rather than partly as permanent equity.
- The company also determined that earnings per share should be restated to allocate income and losses pro rata between the two classes of shares.
- The filing does not provide clear revenue, net income, cash flow, margin, debt, liquidity, or share-value amounts.
- The company stated that the accounting change is not expected to affect previously reported investments held in trust or cash.
Restatements and Prior-Period Impact
Management and the Audit Committee concluded that the following previously issued information should be restated and should no longer be relied upon:
- The audited post-IPO balance sheet as of November 27, 2020.
- The audited financial statements included in the amended 2020 Form 10-K.
- Unaudited condensed financial statements for the quarters ended March 31, June 30, and September 30, 2021.
- Related disclosures, including footnote 1 and Item 4 of Part I of the September 30, 2021 Form 10-Q.
The company planned to amend its 2020 Form 10-K/A and file an amended Form 10-Q for the quarter ended September 30, 2021. The filing does not quantify the effect of the reclassification or EPS revision.
Controls, Risks, and Management Commentary
- Management concluded that a material weakness existed in internal control over financial reporting.
- Management also concluded that disclosure controls and procedures were not effective.
- A remediation plan was to be described in the amended third-quarter Form 10-Q.
- The company discussed the matter with its independent registered public accounting firm, WithumSmith+Brown, PC.
- The principal risk is reliance on previously issued financial statements and related disclosures that require amendment, together with the identified internal-control deficiency.
Key Facts for Investors to Verify
- Confirm that the amended 2020 Form 10-K/A and third-quarter 2021 Form 10-Q/A were filed and review the final restated presentation.
- Quantify the impact of classifying all Public Shares as temporary equity on total equity, net tangible assets, balance-sheet presentation, and EPS.
- Review the identified material weakness and the effectiveness and timing of the remediation plan.
- Verify that trust investments and cash were unaffected, as stated by management.
- Reconcile the filing entity with the request metadata: the provided filing is for Spring Valley Acquisition Corp., not NuScale Power Corp.