Business Context and Reporting Period
This Form 8-K was filed by Spring Valley Acquisition Corp., a Cayman Islands special purpose acquisition company, regarding its proposed business combination with NuScale Power, LLC. The report date and earliest event date were December 28, 2021; it was signed and filed on January 4, 2022.
Material Agreement
On December 28, 2021, Spring Valley, Spring Valley Merger Sub, LLC, and NuScale entered into Amendment No. 1 to their December 13, 2021 Agreement and Plan of Merger.
- The amendment extends the deadline for NuScale to submit its Hart-Scott-Rodino antitrust notification to no later than January 21, 2022.
- The amendment also amends and restates Exhibit H to the merger agreement.
- The full amendment was filed as Exhibit 2.1 to the Form 8-K.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, valuation, or other operating or financial metrics.
Guidance, Outlook, Risks, and Unusual Items
The principal disclosed matter is the extension of the antitrust notification deadline and related amendment to the merger agreement. Completion of the proposed transaction remains subject to applicable conditions and regulatory processes; the filing does not provide an updated transaction completion date or additional outcome details.
Investor Verification Points
- Review Amendment No. 1 and amended Exhibit H for the complete changes to the merger agreement.
- Verify NuScale’s submission of the required Hart-Scott-Rodino notification by January 21, 2022.
- Review subsequent filings for regulatory clearance, transaction conditions, financing, shareholder approvals, and closing status.
- Note that the filing registrant is Spring Valley Acquisition Corp., although the transaction involves NuScale Power, LLC.