ニュースケールパワーの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission file number 001-04321

______________________

NUSCALE POWER CORPORATION

(Exact name of registrant as specified in its charter)

______________________


Delaware			98-1588588
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

6650 SW Redwood Ln Suite 210	Portland	Oregon	97224
(Address of Principal Executive Offices)			(Zip Code)

(971) 371-1592

Registrant's telephone number, including area code

Robert Temple


6650 SW Redwood Lane
Suite 210
Portland	OR	97224

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the 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, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SMR.WS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	☑
Non-accelerated filer	o	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

The registrant had 70,441,214 Class A common shares, $0.0001 par value and 157,090,820 Class B common shares, $0.0001 par value outstanding as of May 5, 2023.

Table of Contents


		Page Number

	Glossary of Terms
	Cautionary Note Regarding Forward-Looking Statements

Part I - Financial Information
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
Part II - Other Information
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
Signatures		22

Glossary

The definitions and abbreviations set forth below apply to the indicated terms used throughout this filing.

• “Class A common stock” refers to shares of Class A common stock, par value $0.0001 per share, of NuScale Power Corporation

• “Class B common stock” refers to shares of Class B common stock, par value $0.0001 per share, of NuScale Power Corporation, which represents the right to one vote per share and carries no economic rights.

• “Combined interests” refers to the combination of shares of Class B common stock and NuScale LLC Class B units required to be exchanged for Class A common stock

• “common stock” refers collectively to shares of Class A common stock and Class B common stock.

• “DOE” refers to the U.S. Department of Energy.

• “EPCDA” refers to Engineering, Procurement, Construction Development Agreement

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

• “Fluor” refers to Fluor Enterprises, Inc., a California corporation, which is wholly owned by Fluor

Corporation (NYSE: FLR).

• “GAAP” refers to generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

• “G&A” expenses refers to general and administrative expenses.

• “IPO” or “Initial Public Offering” refers to the initial public offering of Spring Valley, which closed on

November 27, 2020.

• “Legacy NuScale Equityholders” refers to the holders of NuScale LLC Class B units

• “Merger” refers to the merger of Merger Sub with and into NuScale LLC, with NuScale LLC as the surviving entity.

• “Merger Agreement” refers to the Agreement and Plan of Merger, dated as of December 13, 2021 (as amended, modified, supplemented or waived from time to time), between Spring Valley, Merger Sub and NuScale LLC.

• “Merger Sub” refers to Spring Valley Merger Sub, LLC, an Oregon limited liability company and a

wholly owned subsidiary of Spring Valley.

• “MWe” refers to one million watts of electric power.

• “NPM” refers to NuScale Power Module™.

• “NRC” refers to the U.S. Nuclear Regulatory Commission.

• “NuScale Corp” refers to NuScale Power Corporation, a Delaware corporation and the combined company following the consummation of the Transaction, and its consolidated subsidiaries, including NuScale LLC.

• “NuScale LLC” refers to NuScale Power, LLC, an Oregon limited liability company.

• “NuScale LLC Class B Units” refers to non-voting, Class B units of NuScale LLC.

• “NYSE” means the New York Stock Exchange.

• “Private Placement Warrants” refers to the 8,900,000 warrants to purchase Spring Valley Class A ordinary shares that

were issued in a private placement concurrently with the IPO and converted in the Transaction into warrants to purchase Class A common stock.

• “Public Warrants” refers to the 11,500,000 redeemable warrants issued in the IPO and converted in the Transaction

into warrants to purchase Class A common stock.

• “R&D” refers to research and development.

• “SEC” refers to the United States Securities and Exchange Commission.

• “Securities Act” refers to the Securities Act of 1933, as amended.

• “SMR” refers to small modular reactor.

• “Spring Valley” refers to NuScale Corp prior to the Merger and prior to the change of its name from Spring Valley Acquisition Corp. to NuScale Power Corporation.

• “Tax Receivable Agreement” or “TRA” refers to the tax receivable agreement entered into concurrently with the Closing between NuScale Corp, NuScale LLC and the Legacy NuScale Equityholders.

• “Transaction” refers to the transactions contemplated by the Merger Agreement during the 2022 fiscal year.

• “Warrants” refers collectively to the Public Warrants and the Private Placement Warrants.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q, including, without limitation, statements regarding our financial position and business strategy and the expectations, beliefs, intentions, plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “continue,” “could,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “will,” “would,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about:

•our financial and business performance, including financial projections and business metrics;

•the ability to obtain regulatory approvals to deploy our SMRs in the United States and abroad;

•forecasts regarding end-customer adoption rates and demand for our products in markets that are new and rapidly evolving;

•macroeconomic conditions;

•developments and projections relating to our competitors and industry;

•our anticipated growth rates and market opportunities;

•the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements;

•litigation contingencies;

•financial arrangements with CFPP LLC;

•the potential for our business development efforts to maximize the potential value of our portfolio; and

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. Many factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, and there can be no assurance that future developments affecting us will be those we have anticipated.

Important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, are described in the section titled “Risk Factors” included in our 2022 10-K. If one or more of those risks or uncertainties materialize, or if any of our assumptions prove incorrect, actual results may vary in material respects from those projected in those forward-looking statements. There may be additional risks that we currently consider immaterial, or which are unknown. It is not possible to predict or identify all such risks. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. No person should take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future.

Part I - Financial Information

Item 1. Financial Statements

NuScale Power Corporation

Condensed Consolidated Balance Sheet


(in thousands, except share and per share amounts)	March 31, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	218,164	$	217,685
Short-term investments	—		50,000
Prepaid expenses	7,304		5,531
Accounts and other receivables	20,992		11,199
Total current assets	246,460		284,415
Property, plant and equipment, net	4,506		4,770
In-process research and development	16,900		16,900
Intangible assets, net	1,015		1,059
Goodwill	8,255		8,255
Restricted cash	34,182		26,532
Other assets	5,054		6,704
Long-term contract work in process	16,018		—
Total assets	$	332,390	$	348,635
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$	43,738	$	27,951
Accrued compensation	6,442		9,038

Other accrued liabilities	1,511		1,568
Total current liabilities	51,691		38,557
Warrant liabilities	30,457		29,349
Noncurrent liabilities	2,433		2,786
Deferred revenue	1,078		856
Total liabilities	85,659		71,548


Stockholders’ Equity
Class A common stock, par value $0.0001 per share, 332,000,000 shares authorized, 70,061,055 shares outstanding as of March 31, 2023	7		7
Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 157,090,820 shares outstanding as of March 31, 2023	16		16
Additional paid-in capital	302,487		296,748
Accumulated deficit	(193,054)		(182,092)
Total Stockholders’ Equity Excluding Noncontrolling Interests	109,456		114,679
Noncontrolling interests	137,275		162,408
Total Stockholders' Equity	246,731		277,087
Total Liabilities and Stockholders' Equity	$	332,390	$	348,635

The accompanying notes are an integral part of these financial statements.

NuScale Power Corporation

Condensed Consolidated Statements of Operations

(Unaudited)


(in thousands, except share and per share amounts)	Three Months Ended March 31,
	2023		2022
Revenue	$	5,505	$	2,445
Cost of sales	(3,416)		(1,205)
Gross margin	2,089		1,240
Research and development expenses	25,715		24,380
General and administrative expenses	14,695		10,520
Other expenses	17,151		10,188
Loss from operations	(55,472)		(43,848)
Sponsored cost share	17,873		20,577
Decrease (increase) in fair value of warrant liabilities	(1,108)		—
Interest income (expense)	3,097		(102)
Loss before income taxes	(35,610)		(23,373)
Provision (benefit) for income taxes	—		—
Net loss	(35,610)		(23,373)
Net loss attributable to legacy NuScale LLC holders prior to Transaction	—		(23,373)
Net loss attributable to noncontrolling interests	(24,648)		—
Net Loss Attributable to Class A Common Stockholders	$	(10,962)	$	—

Loss Per Share of Class A Common Stock:
Basic and Diluted	$	(0.16)	$	—

Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted	69,684,268		—

The accompanying notes are an integral part of these financial statements.

NuScale Power Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity


(in thousands)	Common Stock
	Class A			Class B			Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balances at December 31, 2022	69,353	$	7	157,091	$	16	$	296,748	$	(182,092)	$	162,408	$	277,087


Equity-based compensation expense	—	—		—	—		3,637		—		—		3,637
Exercise of common share options and warrants and vested RSUs	708	—		—	—		1,617		—		—		1,617
Rebalancing of ownership percentage for conversion of combined interest into Class A shares	—	—		—	—		485		—		(485)		—
Net loss	—	—		—	—		—		(10,962)		(24,648)		(35,610)
Balances at March 31, 2023 (unaudited)	70,061	$	7	157,091	$	16	$	302,487	$	(193,054)	$	137,275	$	246,731


(in thousands)
	Mezzanine			Convertible Preferred Units			Common Units			Accumulated Deficit		Total Stockholders’ Equity
	Units	Amount		Units	Amount		Units	Amount
Balances at December 31, 2021	6,000	$	2,140	633,261	$	819,694	9,074	$	28,184	$	(781,620)	$	66,258
Equity-based compensation expense	—	—		—	—		—	1,021		—		1,021
Exercise of common unit options	—	—		—	—		2,928	470		—		470
Conversion of equity award to liability award	—	—		—	—		—	(50)		—		(50)
Repurchase of common units	—	—		—	—		(343)	(563)				(563)
Issuance of treasury shares	—	—		—	—		12	20		—		20
Net loss	—	—		—	—		—	—		(23,373)		(23,373)
Balances at March 31, 2022 (unaudited)	6,000	$	2,140	633,261	$	819,694	11,671	$	29,082	$	(804,993)	$	43,783

The accompanying notes are an integral part of these financial statements.

NuScale Power Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)


(in thousands)	Three months ended
	March 31,
	2023		2022
OPERATING CASH FLOW
Net loss	$	(35,610)	$	(23,373)
Adjustments to reconcile net loss to operating cash flow:
Depreciation	615		577
Amortization of intangibles	44		44
Equity-based compensation expense	3,637		1,021
Change in the fair value of warrant liabilities	1,108		—
Net noncash change in right of use assets and lease liabilities	(345)		406
Changes in assets and liabilities:
Prepaid expenses and other assets	(99)		(1,371)
Accounts receivable	(9,793)		(2,716)
Accounts payable and accrued expenses	(170)		(646)
Lease liability	(150)		(452)
Deferred DOE cost share	—		(105)
Deferred revenue	222		(773)
Accrued compensation	(2,596)		(5,763)
Net cash used in operating activities	(43,137)		(33,151)
INVESTING CASH FLOW
Sale of short-term investments	50,000		—
Purchases of property, plant and equipment	(351)		(1,187)
Net cash provided by (used in) investing activities	49,649		(1,187)
FINANCING CASH FLOW
Proceeds from exercise of common unit options	—		470
Repurchase of common units	—		(563)
Issuance of treasury units	—		20
Proceeds from exercise of warrants and common share options	1,617		—
Net cash provided by (used in) financing activities	1,617		(73)
Net increase in cash, cash equivalents and restricted cash	8,129		(34,411)
Cash, cash equivalents and restricted cash
Beginning of period	244,217		77,094
End of period	$	252,346	$	42,683
Summary of noncash investing and financing activities:
Conversion of equity options to liability award	$	—	$	1,540
Long-term contract work in process in accounts payable	16,018		—

The accompanying notes are an integral part of these financial statements.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

1.Nature of Business

Organization and Operations

NuScale Power Corporation (“NuScale Corp”, the “Company”, “us”, “we” or “our”) is commercializing a modular, scalable 77 MWe (gross) light water reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University. The Company is majority owned by Fluor.

Merger with Spring Valley

In December 2021, NuScale LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”), a wholly owned subsidiary of Spring Valley. Pursuant to the Merger Agreement, Merger Sub merged with and into NuScale LLC (the “Merger”), with NuScale LLC surviving the Merger (the “Surviving Company”), Spring Valley being renamed NuScale Corp, and NuScale LLC continuing to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) was completed.

The Transaction is shown as a reverse recapitalization under GAAP. Spring Valley is the acquired company, with NuScale LLC treated as the acquirer. This determination reflects Legacy NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp, and NuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although Spring Valley is the legal parent company, GAAP dictates that the financial statements of NuScale Corp will represent a continuation of NuScale LLC’s operations, with the Transaction being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Transaction with Spring Valley.

2.Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under GAAP, and therefore should be read in conjunction with our 2022 Annual Report on Form 10-K. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year.

These financial statements are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the interim periods presented.

Principles of Consolidation

As part of the Transaction, NuScale Corp has been determined to be the primary beneficiary of NuScale Power, LLC (“NuScale LLC”), a variable interest entity (“VIE”). As the sole managing member of NuScale LLC, NuScale Corp has both the power to direct the activities, and direct ownership to share in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying condensed consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the NuScale Corp Warrants and certain prepaid insurance. All significant intercompany transactions have been eliminated upon consolidation.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Changes in Presentation

Prior year amounts totaling $115, previously identified as Other cost share (interest expense) but currently described as Interest income (expense), have been reclassified to Sponsored other cost share to conform to the current year presentation on the accompanying condensed consolidated statements of operations.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Cash equivalents with an initial maturity of between three and twelve months at time of purchase are presented as short-term investments on the accompanying condensed consolidated balance sheet. Cash equivalents and short-term investments consist of certificates of deposit. These certificates of deposit are classified as held-to-maturity, and the estimated fair value of the investment approximates its amortized cost.

Cash in the amount of $34,182 is restricted as collateral for the letter of credit associated with the Development Cost Reimbursement Agreement (“DCRA”) at March 31, 2023 (See Note 13). The DCRA spans multiple years requiring the amount to be classified as a noncurrent asset, included in Restricted cash in the accompanying condensed consolidated balance sheet. The Restricted cash balance plus Cash and cash equivalents on the accompanying condensed consolidated balance sheet equals cash, cash equivalents and restricted cash, as reflected in the accompanying condensed consolidated statements of cash flows.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the Public and Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. See note 4 for further discussion of the terms of the Warrants and note 5 for further discussion of the methodology used to determine the value of the Warrants.

Sponsored cost share

As we continue to advance our commercialization activities, we have begun to enter into cost share agreements with various entities, including both governmental and private, whereby NuScale is reimbursed for specific R&D performed. Currently, these entities include the DOE, United State Trade and Development Agency (“USTDA”) and CFPP, among others.

Beginning in 2014, the U.S. DOE has provided critical funding to NuScale through a series of cooperative agreements which support ongoing commercialization activities. During the three months ended March 31, 2023 and 2022, DOE cost share totaled $12,354 and $20,462, respectively. Beginning in 2021, NuScale partnered with the USTDA to develop SMRs in foreign markets. Under the USTDA’s technical assistance grant program we receive cost share commitments to support licensing work in these foreign markets. During the three months ended March 31, 2023 and 2022, USTDA cost share totaled $2,415 and $115, respectively. Finally, we receive cost share from CFPP, LLC as a subrecipient under a contract between the DOE and UAMPS for R&D performed with the goal of developing our first SMR. Under this agreement we received cost share of $2,939 during the three months ended March 31, 2023, with no cost share during the same period in the prior year.

Income Taxes

NuScale Corp accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.

The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. Once identified, the Company will recognize penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations.

NuScale LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes that is not subject to U.S. federal income tax. As such, its net taxable income or loss and any related tax credits are allocated to its members.

3.Noncontrolling Interests and Loss Per Share

Noncontrolling Interests

Following the Transaction, holders of Class A common stock own direct controlling interest in the results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s condensed consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B Units. The following table summarizes the economic interests of NuScale Corp between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of and for the three months ended March 31, 2023:

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)


Noncontrolling Interest	As of and for the three months ended
	March 31, 2023
NuScale Corp Class A common stock
Beginning of period	69,353,019
Conversion of combined interests into Class A common stock	—
Exercise of options and warrants and vested RSUs	708,036
End of period	70,061,055

NuScale LLC Class B Units (NCI)
Beginning of period	157,090,820
Conversion of combined interests into Class A common stock	—
End of period	157,090,820

Total
Beginning of period	226,443,839
Conversion of combined interests into Class A common stock	—
Exercise of options and warrants and vested RSUs	708,036
End of period	227,151,875

Ownership Percentage

NuScale Corp Class A common stock
Beginning of period	30.6	%
End of period	30.8	%

NuScale LLC Class B Units (NCI)
Beginning of period	69.4	%
End of period	69.2	%

The NCI may decrease according to the number of shares of Class B common stock and NuScale LLC Class B units that are exchanged for shares of Class A common stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of Class A common stock received in a contemporaneous equity issuance. After each exchange, NuScale LLC equity attributable to NuScale Corp is rebalanced to reflect the change in ownership percentage, which is calculated above based on Class B units and Class A shares, as a percentage of Combined interests.

Loss Per Share

Prior to the Transaction, the membership structure of NuScale LLC included units that had profit interests. The Company analyzed the calculation of net loss per unit for periods prior to the Transaction and determined that it resulted in values that would not be meaningful to the readers of these financial statements. Therefore, net loss per unit information has not been presented for periods prior to May 2, 2022.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Basic loss per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of RSUs, Stock Options and Warrants using the “treasury stock” method and for all other interests that convert into potential shares of Class A common stock, if any, using the “if converted” method. Net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the Company’s share of NuScale LLC’s net loss, net of NuScale Corp taxes, after giving effect to all other interests that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.

The following table sets forth the computation of basic and diluted net loss per share of Class A common stock and represents the three months ended March 31, 2023, the period where the Company had Class A and Class B common stock outstanding. Class B common stock represents a right to cast one vote per share at the NuScale Corp level, and carry no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented.


	Three Months Ended March 31, 2023
Net loss attributable to Class A common stockholders	$	(10,962)
Weighted-average shares for basic and diluted loss per share	69,684,268
Basic and Diluted loss per share of Class A common stock	$	(0.16)
Anti-dilutive securities excluded from shares outstanding:
Class B common shares	157,090,820
Stock options	11,447,940
Warrants	18,458,701
Time-based RSUs	3,910,760
Total	190,908,221

4.Warrant Liabilities

As of March 31, 2023, the Company had 9,558,701 Public Warrants and 8,900,000 Private Placement Warrants outstanding.

Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants are currently exercisable and will expire five years from the date of the Transaction or earlier upon redemption or liquidation.

Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00. The Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants):

•in whole and not in part;

•at a price of $0.01 per Warrant;

•upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and

•if the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00. The Company may redeem the outstanding warrants:

•in whole and not in part;

•at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A common stock;

•if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders; and

•if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.

If the Company calls the Public Warrants for redemption, as described above, the exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation.

Beginning on the 30th day following the Transaction, the Private Placement Warrants became almost identical to the Public Warrants sold in the Spring Valley Initial Public Offering. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

5.Fair Value Measurement

The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).

The levels of hierarchy are described below:

Level 1 Quoted prices in active markets for identical instruments;

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement.

The carrying amount of certain financial instruments, including deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities.

Our Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in fair value of the Warrants are recorded in the consolidated statements of operations each period. Due to the similarity of the features of the Public and Private Warrants, management has concluded that the price of the Public Warrants would be used in the valuation of the Private Placement Warrants.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

However, since the two types of Warrants are not identical and the Private Warrants are not actively traded, we have classified the Private Placement Warrants as Level 2, while the Public Warrants are classified as Level 1.

The following table represents the Company’s financial liabilities measured at fair value on a recurring basis as of March 31, 2023:


(in thousands)	Level 1		Level 2		Level 3		Total
Warrant Liabilities:
Public Warrants	$	15,772	$	—	$	—	$	15,772
Private Placement Warrants	—		14,685		—		14,685
Total Warrant Liabilities as of March 31, 2023	$	15,772	$	14,685	$	—	$	30,457

6.Accounts and Other Receivables

Accounts and other receivables include reimbursement requests outstanding from the DOE awards, interest receivable and commercial accounts receivable associated with other federal projects. The DOE reimbursement requests are recognized as eligible costs are incurred. Reimbursement under the awards is recognized as award funds are obligated, and are included in Department of Energy Cost Share in the consolidated statement of operations. Interest receivable of $329 was outstanding at March 31, 2023.

The majority of our receivables are either due from the U.S. federal government or have to do with a federal project. For these reasons, all receivables are deemed to be fully collectible and no allowance has been recorded.

7.Property, Plant and Equipment

Property, plant and equipment consisted of the following:


	March 31,		December 31,
(in thousands)	2023		2022
Furniture and fixtures	$	145	$	173
Office and computer equipment	7,475		7,393
Software	13,918		13,864
Test equipment	347		347
Leasehold improvements	2,281		2,312
	24,166		24,089
Less: Accumulated depreciation	(19,947)		(19,431)
Add: Assets under development	287		112
Net property, plant and equipment	$	4,506	$	4,770

8.Long-Term Contract Work In Process

During the first quarter, we entered into a long lead material contract with Carbon Free Power Project, LLC (“CFPP LLC”). Related to this contract, the Company has subcontracted for the purchase of certain long-lead materials in the amount of $54,600, that will be used in fabricating of the NPMs as part of the overall contract with CFPP LLC. This first phase of the project will be completed for CFPP, LLC near the end of 2024. The subcontractor is manufacturing the long-lead materials on behalf of NuScale, and we are considered the principal, rather than agent, under ASC 606, Revenue from Contracts with Customers. The contract contains one performance obligation that will be satisfied once the materials are verified as received at the fabricator’s facility. As of March 31, 2023, $14,200 has been capitalized in the Long-term contract work in process line item on our consolidated balance sheet related to this contract.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Subsequent to March 31, 2023, upon meeting certain contract milestones, we have billed CFPP LLC $22,275, which will be classified as a long-term Deferred revenue liability on our consolidated balance sheet.

9.Employee Benefits

NuScale sponsors a defined contribution 401(k) Plan with Company contributions to be made at the sole discretion of management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense recorded for the 401(k) Plan was $751 and $672 for the three months ended March 31, 2023 and 2022, respectively.

10.Income Taxes

NuScale LLC was historically, and remains a partnership for U.S. federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of NuScale LLC.

The effective tax rate was 0% for the three months ended March 31, 2023. The effective income tax rate for the three months ended March 31, 2023 differed significantly from the statutory rates, primarily due to the losses allocated to NCI and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Transaction.

There was no income tax expense recorded during the three months ended March 31, 2023.

The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at NuScale Corp as of March 31, 2023, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.

In August 2022, the Inflation Reduction Act, or IRA, was enacted which includes the following key summary provisions: (i) a 15% Corporate Alternative Minimum Tax, or CAMT, that allows an offset of up to 75% with existing tax credit carryforwards, (ii) excise tax applicable to certain stock repurchases including ordinary buy backs and open market repurchases, (iii) extension and expansion of clean energy credits and incentives, and (iv) indefinite carryover of the CAMT. This legislation also provides transferability opportunities for certain newly generated credits as well as a direct pay option. For the three months ended March 31, 2023, the enactment of the IRA did not result in any material adjustment to our income tax provision.

11.Equity-Based Compensation

The total compensation expense recognized for common share options and time-based RSU awards during the three months ended March 31, 2023 and 2022 was $3,637 and $1,021, respectively. This includes G&A expense of $1,493 and other expense of $2,144 for the three months ended March 31, 2023 and $444 of G&A expense and $577 in other expense for the three months ended March 31, 2022.

Effective January 1, 2023, the share pool was automatically increased by 8,972,128, which is the number of shares of Class A common stock equal to four percent (4%) of the aggregate number of shares of Class A common stock and Class B common stock outstanding on December 31, 2022, excluding any such outstanding shares of Class A common

stock that were granted under the 2022 long-term incentive plan and remain unvested and subject to forfeiture as of December 31, 2022.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

Stock Options

The following table summarizes the activity of the Company’s common stock options as of and for the three months ended March 31, 2023:


Share Options	Number of Shares	Weighted Average Exercise Price
Outstanding at December 31, 2022	12,224,783	$	4.09
Granted	—	—
Exercised	(693,734)	2.30
Forfeited	(80,674)	6.43
Expired	(2,435)	5.54
Outstanding at March 31, 2023	11,447,940	4.18
Exercisable at March 31, 2023	10,379,278	3.90

The Company measures the fair value of each share option grant at the date of grant using a Black-Scholes option pricing model.

Time-based RSUs

During the three months ended March 31, 2023, the Board approved 1,835,016 employee RSU awards that vest one-third annually starting in February 2024 for a period of three years. The following table summarizes the activity of the Company’s time-based RSUs as of and for the three months ended March 31, 2023:


	Number of RSUs	Weighted Average
Time-based RSUs		Grant-Date Fair Value
Outstanding at December 31, 2022	2,140,651	$	10.71
Granted	1,835,016	10.35
Vested	(14,300)	10.20
Forfeited/Expired	(50,607)	11.12
Outstanding at March 31, 2023	3,910,760	$	10.54

Common Unit Appreciation Rights

In April 2013, the Company granted its Chief Executive Officer 1,000,000 NuScale LLC common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder would receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise.

In February 2022, the NuScale LLC Board of Managers approved a $1,540 cash payment (paid during the three months ended June 30, 2022) in lieu of equity issuance related to the UARs, which triggered recognition of $1,490 of equity-based compensation expense, included in G&A, during the three months ended March 31, 2022.

12.Related Party Transactions

From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the three months ended March 31, 2023 and 2022, NuScale incurred expenses of $8,726 and $3,601, respectively. As of March 31, 2023 and December 31, 2022, NuScale owes Fluor, as accounts payable and accrued expenses on the condensed consolidated balance sheet, amounts totaling $9,162 and $7,694, respectively. For the three months ended March 31, 2023 and 2022, NuScale earned revenue of $4,014 and $1,561, respectively.

NuScale Power Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except shares and per share amounts)

As of March 31, 2023 and December 31, 2022, Fluor owes NuScale $6,101 and $1,508, respectively, amounts which are included in accounts and other receivables on the condensed consolidated balance sheet.

For the three months ended March 31, 2023 Fluor accounted for 72.9% of total revenue.

13.Commitments and Contingencies

In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Additionally, the Company is involved in various legal proceedings and claims relating to the Transaction with Spring Valley. These legal proceedings relate to the level of disclosure of matters prior to the Transaction, which the Company believes were timely addressed well before the Transaction. The Company does not believe that any of the claims are material to the Company. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations.

On September 19, 2022, thirteen purported members of NuScale LLC filed suit in the U.S. District Court for the District of Oregon against NuScale LLC, Fluor Enterprises, Japan NuScale Innovation, Inc., and Sargent & Lundy Holdings, LLC. The plaintiffs purport to represent a class of individuals who held common units or options to purchase common units in NuScale LLC and seek declaratory relief and damages based on breach of contract and other common law claims. The claims are based on amendments to the operating agreement of NuScale LLC in connection with the Merger between NuScale LLC and Spring Valley Acquisition Corp. Plaintiffs claim, among other things, that such amendments breached NuScale LLC’s 5th Amended and Restated Operating Agreement and required the consent of holders of common units in NuScale LLC voting as a separate class. NuScale LLC filed a motion to dismiss the complaint on November 21, 2022. Plaintiffs filed a response on January 17, 2023, and NuScale LLC filed a reply on February 14, 2023. While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe it is probable that a loss will be incurred and the Company has not recorded any liability as a result of these actions.

In conjunction with DOE Office of Nuclear Energy Award DE-NE0008935 with Utah Associated Municipal Power Systems’ (“UAMPS”) wholly owned subsidiary, CFPP LLC, the Company entered into a DCRA, pursuant to which it is developing the NRC license application and performing other site licensing and development activities. Under the DCRA, the Company may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which varies based on the stage of project development, if certain performance criteria are not met. As of March 7, 2023, when the Company entered into Amendment 3 of the DCRA and the Long Lead Material Reimbursement Agreement with CFPP LLC, the maximum reimbursement based on the current stage of project development was $81,000. As of March 31, 2023 the net development costs incurred by UAMPS totaled $29,805.

Under the DCRA, the Company is required to have credit support to fund the amount of its potential reimbursement of these net development costs. A stipulation of obtaining the letter of credit is for the Company to segregate funds from the operating bank accounts as collateral for the letter of credit. This account is identified as restricted cash in the amount of $34,182, on the accompanying consolidated balance sheet and acts as collateral for the $33,500 letter of credit outstanding at March 31, 2023. On April 17, 2023, this letter of credit was increased to $44,200.

In December 2022, NuScale and Fluor provided CFPP LLC with the results of an economic competitiveness test (“ECT”) comparing the calculated levelized cost of electricity (“LCOE”) for the Carbon Free Power Project (the “CFPP”) with the price target of $58.00/MWh as provided for under the amended DCRA. The LCOE exceeded the price target, meaning there was an ECT Failure. As a result of the ECT Failure UAMPS Members participating in the CFPP were given the opportunity to exit the Project. CFPP LLC had until March 1, 2023 to deliver notice that it intended to terminate its participation in the Project. If CFPP LLC had issued notice that it intended to terminate its participation in the Project by March 1, 2023, the Company could have been liable to pay CFPP LLC approximately $29,805 and the Company would then have had the option to take over the Project assets and continue to develop the CFPP. However, on March 1, 2023, UAMPS notified NuScale confirming that sufficient Project Participants have opted to continue with CFPP development notwithstanding the ECT failure. The next ECT is scheduled to be run in conjunction with the submission of the Class 2 Project Cost Estimate.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of NuScale Power Corporation (“NuScale Corp”) should be read together with our 2022 Annual Report on Form 10-K and with the financial statements included in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors. Unless the context otherwise requires, references in this section to “NuScale,” “us,” “our” or “we” refer to NuScale Power, LLC (“NuScale LLC”) prior to the Transaction, and to NuScale Power Corporation (“NuScale Corp”) following the consummation of the Transaction.

Overview

Our mission is to provide scalable advanced nuclear technology to produce electricity, heat and clean water to improve the quality of life for people around the world. We are changing the power that changes the world by creating an energy source that is smarter, cleaner, safer and cost competitive.

Our small modular reactor (“SMR”), known as NuScale Power Module (“NPM”), provides a scalable power plant solution incorporating enhanced safety, improved affordability and extended flexibility for diverse electrical and process heat applications. Our scalable design provides carbon-free energy at a reduced cost when compared with gigawatt-sized nuclear facilities.

Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In 2017, we submitted our Design Certification Application (“DCA”) to the U.S. Nuclear Regulatory Commission (“NRC”). On August 28, 2020, the NRC issued its Final Safety Evaluation Report, representing the NRC’s completion of its technical review. On September 11, 2020 the NRC issued its Standard Design Approval (“SDA”) of our NPM and scalable plant design. With this phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NPM and plant design. We expect our operating losses and negative operating cash flow to grow until the commercialization of the NPM. On January 19, 2023, the NRC published in the Federal Register a final rule that certifies NuScale’s SMR design for use in the United States, which became effective 30 days after publication.

Merger with Spring Valley

The following table provides the historical cost of the assets and liabilities assumed as a result of the Transaction:


Cash	$	341,462
Warrant liabilities	(47,532)
Total net assets	$	293,930

Results of Operations


(in thousands)	Three Months Ended March 31,
	2023		2022
Revenue	$	5,505	$	2,445
Cost of sales	(3,416)		(1,205)
Gross margin	2,089		1,240
Research and development expenses	25,715		24,380
General and administrative expenses	14,695		10,520
Other expenses	17,151		10,188
Loss from operations	(55,472)		(43,848)
Sponsored cost share	17,873		20,577
Decrease (increase) in fair value of warrant liabilities	(1,108)		—
Interest income (expense)	3,097		(102)
Loss before income taxes	$	(35,610)	$	(23,373)

Comparison of the Three Months Ended March 31, 2023 and 2022

Changes in Presentation

Revenue

The increase in revenue was attributable to activities in support of the EPCDA for CFPP, as well as nuclear technologies consulting services.

General and Administrative

G&A expenses increased as a result of $1.2 million in accounting, advertising and marketing expenses, $0.8 million of higher insurance costs, $1.1 million in equity-based compensation and $0.8 million in compensation costs.

Other

Other expenses increased by $4.0 million in compensation costs resulting from department restructuring and adding operational supervisory staff to support commercialization, $1.5 million in equity-based compensation and $1.4 million in software and hardware expenses.

Sponsored cost share

The DOE cost share decreased by $8.1 million as a result of decreased funding in the current year combined with a lower cost share percentage during the 2023 fiscal year. This was partially offset be new cost share agreements with various entities.

Interest income (expense)

The increase is due to $3.1 million of interest income earned on certificates of deposit.

Liquidity and Capital Resources

Liquidity

We measure liquidity in terms of our ability to fund the cash requirements of our R&D activities and our near-term business operations, including our contractual obligations and other commitments. Our current liquidity needs primarily involve R&D activities for the ongoing development of the NPM and associated plant design.

We had $218.2 million in cash and cash equivalents as of March 31, 2023, compared to $217.7 million as of December 31, 2022. We had no debt on either date.

Since NuScale’s inception, we have incurred significant operating losses; we have had negative operating cash flow during the three months ended March 31, 2023 and 2022; and we have an accumulated deficit of $193.1 million as of March 31, 2023. Management expects that operating losses and negative cash flows may increase because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other companies.

To date, we have not generated any material revenue. We do not expect to generate any meaningful revenue unless and until we are able to commercialize our NPM and related services. We expect our costs to increase in connection with the advancement of our products and services toward commercialization. In addition, with the completion of the Transaction, we expect to incur additional costs associated with operating as a public company. While we believe that the proceeds of the Transaction will be sufficient to reach commercialization of our NPM, certain costs are not reasonably estimable at this time, and we may require additional funding and our projections anticipate certain customer-sourced income that is not assured and DOE funds that are granted under the cooperative agreement secured by the Company are subject to Congressional appropriations. Further, the debt ceiling and appropriations discussions currently taking place within Congress could have a material impact on the Company’s cash projections.

We believe that based on our current level of operating expenses and currently available cash resources, we will have sufficient funds available to cover R&D activities and operating cash needs for the next twelve months. However, considering that we have not yet completed the development of a commercial product and have no meaningful revenue to date, we may require additional funds in future years. Our ability to raise funds through equity offerings may be limited by the significant number of shares that may be publicly sold, including the shares registered for resale under the registration statement on Form S-1 that was declared effective by the SEC on June 30, 2022. Such sales may negatively affect the market price of our shares of Class A common stock. In particular, a large sale by Fluor, our majority shareholder, could significantly affect our stock price. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive from such exercises, depends on the trading price of our shares of Class A common stock, which from time to time, has exceeded the $11.50 Warrant exercise price, before the Warrants expire. In certain circumstances, the Warrants can be exercised on a cashless basis. Our ability to fund R&D activities and our operating cash needs for multiple years does not depend on the proceeds we may receive as the result of exercises of Warrants.

Comparison of Cash Flows for the Three Months Ended March 31, 2023 and 2022

The following table sets forth the primary sources and uses of cash, cash equivalents and restricted cash for the periods presented below:


	Three Months Ended March 31,
(in thousands)	2023		2022
Net cash used in operating activities	$	(43,137)	(33,151)
Net cash provided by (used in) investing activities	49,649		(1,187)
Net cash provided by (used in) financing activities	1,617		(73)
Net increase in cash, cash equivalents and restricted cash (A)	$	8,129	$	(34,411)

(A) Includes $34,182 in restricted cash

Cash Flows used in Operating Activities

Our operating cash flow decreased during the three months ended March 31, 2023 due to a build up of receivables associated with our cost share and commercial work.

Cash Flows from Investing Activities

The $50.0 million of cash provided by investing activities resulted from the maturity, and sale, of our 6 month certificates of deposit during the three months ended March 31, 2023.

Capital Resources

In conjunction with DOE Office of Nuclear Energy Award DE-NE0008935 with Utah Associated Municipal Power Systems’ (“UAMPS”) wholly owned subsidiary, Carbon Free Power Project, LLC (“CFPP LLC”), we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which varies based on the stage of project development, if certain performance criteria are not met. As of March 7, 2023, when we entered into Amendment 3 of the DCRA and the Long Lead Material Reimbursement Agreement with CFPP LLC, the maximum reimbursement based on the current stage of project development is $81.0 million. As of March 31, 2023 the net development costs incurred by UAMPS totaled $29.8 million.

Under this agreement, the Company is required to have credit support to fund the amount of our potential reimbursement of these net development costs. This letter of credit is updated quarterly based on an agreed upon forecasted estimate of net development costs. A stipulation of attaining the letter of credit requires the Company segregate funds from the operating bank accounts as collateral for said letter of credit. This account is identified as restricted cash in the amount of $34.2 million, on the accompanying condensed consolidated balance sheet and acts as collateral for the $33.5 million letter of credit outstanding at March 31, 2023.

In December 2022, NuScale and Fluor provided CFPP LLC with a Class 3 Project Cost Estimate (“PCE”). As provided for in the DCRA (as amended), NuScale ran an economic competitiveness test (“ECT”) comparing the PCE with a price target of $58.00/MWh for a target COD of the Project. The PCE exceeded the price target, meaning there was an ECT failure. As a result of the ECT failure UAMPS Members participating in the CFPP (“Project Participants”) were given the opportunity to exit the Project. CFPP LLC had until March 1, 2023 (unless extended by mutual agreement), to deliver notice that it intended to terminate its participation in the Project. If CFPP LLC had issued notice that it intended to terminate its participation in the Project by March 1, 2023, the Company would have been liable to pay CFPP LLC approximately $29.8 million and would have had the option to take over the Project assets and continue to develop CFPP. However, on March 1, 2023, UAMPS notified NuScale that sufficient Project Participants have opted to continue with CFPP development notwithstanding the ECT failure. The next ECT is scheduled to be run in conjunction with the submission of the Class 2 PCE. For information regarding the consequences of an ECT failure, see Commercialization Risk Factors associated with the Company’s obligations to UAMPS.

Recent Accounting Pronouncements

Management believes there is no new accounting guidance issued but not yet effective that would have a material impact to the Company’s current financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the discussion of the Company’s market risk in Part I, Item 7A., Quantitative and Qualitative Disclosures About Market Risk, of the Company’s 2022 Annual Report Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period ended March 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were effective as of March 31, 2023. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Part II - Other Information

Item 1. Legal Proceedings

In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Additionally, we are involved in various legal proceedings and claims relating to the Transaction. These legal proceedings relate to the level of disclosure of matters prior to the Transaction, which the Company believes were timely addressed well before the Transaction. We do not believe that any of the claims are material to the Company. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations.

On September 19, 2022, thirteen purported members of NuScale LLC filed suit in the U.S. District Court for the District of Oregon against NuScale LLC, Fluor Enterprises, Japan NuScale Innovation, Inc., and Sargent & Lundy Holdings, LLC. The plaintiffs purport to represent a class of individuals who held common units or options to purchase common units in NuScale LLC and seek declaratory relief and damages based on breach of contract and other common law claims. The claims are based on amendments to the operating agreement of NuScale LLC in connection with the Merger between NuScale LLC and Spring Valley Acquisition Corp. Plaintiffs claim, among other things, that such amendments breached NuScale LLC’s 5th Amended and Restated Operating Agreement and required the consent of holders of common units in NuScale LLC voting as a separate class. NuScale LLC filed a motion to dismiss the complaint on November 21, 2022. Plaintiffs filed a response January 17, 2023, and NuScale LLC filed a reply on February 14, 2023. While no assurance can be given as to the ultimate outcome of this matter, we do not believe it is probable that a loss will be incurred and we have not recorded any liability as a result of these actions.

Item 1A. Risk Factors

There have been no material changes from our risk factors as disclosed in the 2022 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits and Financial Statements Schedules

(a)Exhibits.


Exhibit Number						Description
3.1						Certificate of Incorporation of NuScale Power Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 5, 2022)
3.2						Bylaws of NuScale Power Corporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on May 5, 2022)
4.1						Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed by the Registrant on November 20, 2020)
4.2						Warrant Agreement between Continental Stock Transfer & Trust Company and Spring Valley Acquisition Corp., dated November 23, 2020 (incorporated by reference to Annex L to the Proxy Statement/ Prospectus filed on April 8, 2022)
10.1						Amendment No. 3 to Development Cost Reimbursement Agreement, dated February 28, 2023, between NuScale LLC and CFPP LLC (portions of this exhibit have been redacted)(incorporated by reference to Exhibit 10.25 to the Annual Report on From 10-K filed March 16, 2023)
10.2						Long Lead Material Reimbursement Agreement, dated February 28, 2023, between NuScale LLC and CFPP LLC (portions of this exhibit have been redacted)(incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K filed March 16, 2023)
31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(d)/15d-14(d)
32.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(d)/15d-14(d)
101 .INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL).

__________________________________________

SIGNATURES


	NuScale Power Corporation

Date	By:	/s/ John Hopkins
May 9, 2023	Name:	John Hopkins
	Title:	Chief Executive Officer


Date	By:	/s/ Chris Colbert
May 9, 2023	Name	Chris Colbert
	Title:	Chief Financial Officer

EX-10.1 2 a101dcraamendment3execut.htm EX-10.1 a101dcraamendment3execut

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION, MARKED BY [**], HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Page 1 of 16 Execution Version Amendment No. 3 to Development Cost Reimbursement Agreement This Amendment No. 3 ("Amendment 3") to that certain Development Cost Reimbursement Agreement, by and between CFPP LLC ("CFPP LLC") and NuScale Power, LLC ('NuScale"), dated as of December 31, 2020 (as previously amended and as amended by this Amendment 3, "DCRA") is made by NuScale and CFPP LLC, effective as of February 28, 2023 ("Effective Date of this Amendment 3"). Each of CFPP LLC and NuScale are herein referred to as a "Party" and together as the "Parties." Unless defined herein, capitalized terms have the meanings assigned to them in the DCRA. RECITALS WHEREAS, effective December 31, 2020, UAMPS and Fluor Enterprises, Inc. ("Fluor") executed that certain Development Agreement ("Development Agreement"); WHEREAS, UAMPS and NuScale entered into the DCRA as of December 31, 2020; WHEREAS, UAMPS assigned the DCRA and the Development Agreement to CFPP LLC as of December 31, 2020; WHEREAS, effective April 30, 2021, the Parties executed the first amendment to the DCRA and the first amendment to the Development Agreement to extend the period of performance of certain obligations; WHEREAS, effective May 31, 2021, the Parties executed the second amendment to the DCRA to extend the period of performance of certain additional obligations, reflect the adoption of a six-unit Project, and adopt mutually agreed changes to certain inputs to the Price Target assumptions; and WHEREAS, the Parties wish to amend the DCRA to adopt mutually agreed changes to certain inputs to Price Target assumptions based on changes in the energy, commodity and capital markets, raising the owner's cost cap, and include a requirement that the failure to achieve 80% subscription of 462 MW (370 MW) ("Subscription Target") by the earlier of the COLA submittal or February 1, 2024 be considered equivalent to the Project failing to meet the ECT along with certain related obligations for CFPP LLC. NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Patties agree as follows:

Page 2 of 16 AGREEMENT The Recitals set forth above are hereby incorporated into this Amendment 3 as if set forth at length herein. 2. In Paragraph 2.c. of the DCRA, the following sentence is added at the end of the paragraph: CFPP LLC and NuScale agree to make commercially reasonable efforts to collaborate to obtain additional member subscriptions to power sales contracts and to obtain additional investment in, and ownership of, CFPP LLC. CFPP LLC and NuScale shall develop a 2023 Subscription Plan, prior to the Effective Date of this Amendment 3, that defines the primary activities for collaboration in 2023 and will make NuScale's obligations with respect to achieving the Subscription Target contingent on CFPP LLC implementing the activities identified in the Subscription Plan. 3. The title of Article 3 is deleted and replaced in its entirety, as follow: ARTICLE 3. Subscription, Economic Model, Financing Plan and ECT Failure. 4. A new first paragraph is inserted at the beginning of Article 3, as follows: CFPP LLC's desire to pursue the Project is contingent on the Project meeting or exceeding the Subscription Target on the earlier of the COLA submittal or February 1, 2024. The Subscription Target will be satisfied when the sum of Power Sales Contract Entitlement Shares combined with additional equity contracts including the Current Project Subscription total 80% of the total Project gross capacity (370 MW). Subscription may be via contractual equity subscription or power purchase agreement [**]. NuScale's obligations with respect to subscription shall terminate and there shall be no reimbursement obligation associated with the Subscription Target once the Subscription Target is satisfied. As of December 1, 2022, the Current Project Subscription is 116 M W. Therefore, additional commitments for the equivalent of 254 MWe from the Project are required to meet the Subscription Target. Any reduction to the Current Project Subscription will not

Page 3 of 16 alter the additional amount of subscription required to achieve the Subscription Target. 5. The former introductory paragraph of Article 3 shall replace the following sentence, "CFPP LLC's desire to pursue the Project is contingent on the Project LCOE, calculated from time to time as set forth below, being comparable to a Price Target of $58.00/MWh in July 2020 dollars for a target COD of the Project as set out in the Initial Project Plan or any Revised Project Plan." with the following, "CFPP LLC's desire to pursue the Project is contingent on the Project LCOE, calculated from time to time (PCE 2 projected to be completed by the end of calendar year 2023) as set forth below, being comparable to a Price Target of $89.00/MWh on July I, 2022 dollars for a target COD of the Project as set out in the Initial Project Plan or any Revised Project Plan." 6. In the third sentence of the former introductory paragraph of Article 3, delete "(Adjusted Price Target)". 7. Paragraph 3.a. of the DCRA is deleted and replaced in its entirety, as follows: Failing the ECT at certain milestones will permit CFPP LLC to terminate its continued participation in the Project (i.e., exercise an off-ramp) as provided in Paragraph 5.a below. The Parties agree that the ECT shall be run as promptly as possible following the achievement of the applicable milestone as set forth in Paragraph 3.b. CFPP LLC shall accept the PCE/OCE when delivered by Fluor if prepared in accordance with the requirements of the Development Agreement for preparation of a PCE/OCE. CFPP C shall provide the PCE/OCE and the most recent Financing Plan to NuScale within two business days of receiving an acceptable PCE/OCE from Fluor. NuScale shall run an ECT promptly after receiving the PCE/OCE and the Financing Plan from CFPP LLC, based on the mutually agreed upon schedule for running such ECTs as described in Paragraph 3.b below. Thereafter, once the ECT Result is available, CFPP LLC shall have sixty (60) days to deliver written notice of its intent to terminate its participation in the Project, including termination of this Agreement, any other CFPP LLC agreement with NuScale, and the Development Agreement (or the EPC Contract, if executed) pursuant to Paragraph 5 a. due to an ECT Failure, if desired. CFPP LLC shall also have sixty (60) days to deliver written notice of its intent to terminate its participation in the Project, including termination of this Agreement, any other CFPP LLC agreement with NuScale, and the Development Agreement (or the EPC Contract, if executed) pursuant to Paragraph 5.a. following the occurrence of any of the events listed in Paragraphs 5.a.I or 5.a.2 or the failure to meet the Subscription Target by the earlier of the COLA submittal or February I, 2024. In the absence of

Page 4 of 16 delivery of such written notice, and except as provided in Paragraph 3 f below with respect to the Class I PCE, CFPP LLC shall not be entitled to terminate its participation in the Project based on an ECT Failure until the next ECT is run, when this process shall be repeated. Notwithstanding the provisions of this Paragraph 3.a, CFPP LLC shall also have the right to terminate its participation in the Project at any time for its own convenience pursuant to Paragraph 5.c. 8. The first sentence of Paragraph 5.a. of the DCRA is deleted and replaced in its entirety, as follows: CFPP LLC Termination for Insufficient Subscription or Failure of the ECT. In addition to any other remedy available to CFPP LLC under this Article 5, and notwithstanding any other provisions of this Agreement, subject to the provisions of Paragraph 2.c. of the DCRA if the Project subscription fails to meet or exceed the Subscription Target on the earlier of the COLA submittal or February I, 2024, or there is an ECT Failure as a result of an ECT run performed after the Effective Date, CFPP LLC will have the right to (i) terminate this Agreement, and any other agreements between CFPP LLC and NuScale regarding the Project, by delivery of written notice thereof to NuScale, and (ii) recover a portion of its Net Development Costs from NuScale, calculated as the lesser of (x) the Net Development Costs incurred in the current development Phase multiplied by the Phase Reimbursable Percentage given in Exhibit B, Table B-1, plus all prior Reimbursement Amounts accrued from prior Project development Phases and (y) the Reimbursement Cap given in Exhibit B, Table B-1. 9. A new second sentence/paragraph is inserted in Paragraph 5.a. of the DCRA as follows: The Reimbursement Caps provided in Table B-l are based upon the mutual agreement of the Parties that NuSca1e has incurred a separate reimbursement obligation under the terms of a separate LLM Agreement that, together with NuScale's reimbursement obligations under the DCRA, collectively provide full reimbursement for the full Net Development Costs including LLM. The caps in Table B-l are not inclusive of NuScale's obligations in the LLM Agreement. If at any time during the course of execution of Work in Phase 1 the Reimbursement Cap provided in Table B-l results in a reimbursement obligation at the end of Phase 1 that is less than the Net Development Costs under the DCRA, the Parties agree to renegotiate the Reimbursement Cap in Table B-l to result in a reimbursement obligation of the full Net Development Costs under the DCRA. 10. A new second sentence is inserted in Paragraph 5.b. of the DCRA as follows:

Page 5 of 16 If NuScale does not instruct CFPP to convey its ownership interest in the Project Assets to NuScale within sixty (60) days, CFPP may convey the Project Assets to DOE pursuant to Attachment B6 to the New Multi-year Award; provided, however, the Parties agree to negotiate in good faith to extend the time for NuScale to provide its instruction should it take more time for DOE and NuScale to take any steps needed for NuScale to take ownership of the Project Assets. For the avoidance doubt, any such mutually agreed upon extension will not affect the time period by which NuScale is to make its reimbursement payment to CFP P. 11. Paragraph 5.g. of the DCRA is deleted and replaced in its entirety, as follows: NuScale Termination for Convenience. NuScale may terminate this Agreement on or before March I, 2023 if it is unable to reach an agreement with DOE relating to the conveyance of LLM to NuScale in the event of CFPP LLC Termination for Insufficient Subscription or Failure of the ECT. The terms and effect of such termination shall be the same as the terms and effect of a CFPP LLC Termination for Insufficient Subscription or Failure of the ECT as set forth in Paragraph 5.a. 12. The Definition of "Net Development Costs" provided in Exhibit A is deleted and replaced in its entirety, as follows: "Net Development Costs" means (A) costs under task orders issued under the Development Agreement (or under the EPC Contract) and any agreement between CFPP LLC and NuScale regarding the Project, including in each case COLA development costs, including cost for procurement of Long Lead Materials (LLM) as specifically defined as LLM in authorizing Purchase Orders from CFPP LLC to NuScale, plus (B) CFPP LLC's costs to acquire water rights for the Project, plus (C) CFPP LLC's costs for interconnection of the Project with the transmission system at the Antelope Substation, in each case as incurred after the Effective Date, plus (D) costs and fees paid by CFPP LLC to secure financing or a DOE loan guaranty, other than interest payments, plus (E) other Owner's Costs as identified in the Revised Project Plan or any update thereto, plus (F) Interest paid by CFPP LLC with respect to any indebtedness used to fund the items (A), (B), (C), (D) and (F), (G) net of any DOE, or other third-party, payments to CFPP LLC for such costs, and (H) net of reimbursement for LLM under any agreement, but excluding costs for UAMPS' employees' salaries. 13. The Definition of "Adjusted Price Target" provided in Exhibit A is deleted and replaced in its entirety, as follows:

Page 6 of 16 "Adjusted Price Target" has the meaning set forth in Exhibit C of the Agreement. 14. In Exhibit A, a new definition is added, as follows: "Contingency" represents a budget for costs associated with variances from best estimate costs associated with uncertainty in the project quantities, productivities, vendor cost estimates, or event-based risks. 15. In Exhibit A, a new definition is added, as follows: "ECT Date" is the date when the ECT is evaluated pursuant to Article 3 and Article 5 and Exhibit B of the Agreement. 16. The definition of "Owner's Costs" provided in Exhibit A is deleted and replaced in its entirety, as follows: "Owner's Costs" means the costs associated with water acquisition, land acquisition, COLA development, NRC review of COLA, federal agency fees for COLA review, post-COLA CFPP LLC submittals to the NRC, CFPP LLC's COLA legal costs, CFPP LLC's administration and supply management for the Project, CFPP LLC's post-COLA engineering services for the Project, the Project site training center, Project permits, CFPP LLC's staff development (core and executives) for the Project, Project utilities, Project security facilities, the Project switchyard, the Project intake structure and cooling facilities, transmission facilities/upgrades necessary for the Project;-and contingency on the Owner's scope; but excluding any costs associated with the Design Certification. 17. Exhibit B of the DCRA is deleted and replaced in its entirety by the attached Exhibit B. 18. Exhibit C of the DCRA is deleted and replaced in its entirety by the attached Exhibit C. 19. Except as set forth in this Amendment 3, the DCRA is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this Amendment 3 and the DCRA, the terms of this Amendment 3 will prevail. [signature page follows]

Page 7 ‐ 16 WITNESS WHEREOF, the Parties hereto have entered into this Amendment 3 as of the Effective Date of this Amendment 3 . For CFPP LLC: For NuScale: By: Name: Mason Baker Name: Title: President Title:

Page 7‐16 IN WITNESS WHEREOF, the Parties hereto have entered into this Amendment 3 as of the Effective Date of this Amendment 3. For CRPP LLC: By: _____________________________ Name: Name: Title: Title: For NuScale: Name: John Hopkins Title: President & CEO

Page 8 ‐ 16 EXHIBIT B DCRA Reimbursement Percentages and Caps and Milestones Table B-l DCRA Reimbursement Percentages and Caps *Pursuant to Section 3.e. of the DCRA the Parties will revisit the Default Caps for Phase 2 and Phase 3 near the end of Phase I. Further, the Parties acknowledge the Default Caps are less than the Net Development Cost as currently projected in the Initial Project Plan. Where, Phase 1 is from the Effective Date until the later of the COLA submission and delivery of PCE2 (including delivery of the ECT run for PCE2), Phase 2 is from the later of the COLA submission and delivery of PCE2 (including delivery of the ECT run for PCE2) until delivery of PCE1 (including delivery of the ECT run for PCEI), and Phase 3 is from delivery of PCEI (including delivery of the ECT run for PCEI) until FNTP. End of Exhibit B Development Phase Phase Reimbursable Percentage Phase Non-Reimbursable Percentage Cumulative Reimbursement Cap Cumulative Default Caps Phase 1 100% 0% $34.5M $34.5M Phase 2 20% 80% $60M $120M Phase 3 20% 80% $60M $180M

Page 9‐16 EXHIBIT C Price Target, Economic Model, Financing Plan and Economic Competitiveness Test Guidelines Price Target: At the Effective Date of Amendment 3, the Parties have agreed on a Price Target of $89.00/MWh with a Price Target Date of July 1, 2022, which is based on a 6-module, 462 MWe NuScale Plant using dry cooling. [**]

[**] Page 10 – 16

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[**] [**] Page 16‐ 16

Baseline Economic Model Inputs to Economic Model Fixed Inputs not subject to change at an ECT I) Power Rating per Module — Gross (Inputs F7): 77 2) Number of Modules (Inputs F6): 6 [**] Debt Inputs Input from Financing Plan referenced in Economic Model End of Exhibit C Page 17‐ 16

EX-10.2 3 a102llmagreementexecuted.htm EX-10.2 a102llmagreementexecuted

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION, MARKED BY [**], HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Execution Version 1 Long Lead Material Reimbursement Agreement This Long Lead Material Reimbursement Agreement ("LLM Agreement") is made by NuScale Power, LLC ("NuScale") and CFPP LLC, effective as of February 28, 2023 ("Effective Date"). Each of CFPP LLC and NuScale are herein referred to as a "Party' and together as the "Parties." The Parties intend that this LLM Agreement shall operate concurrent and in conjunction with that certain Development Cost Reimbursement Agreement, by and between CFPP LLC and NuScale, dated as of December 31, 2020, as amended ("DCRA"). Unless defined herein, capitalized terms have the meanings assigned to them in the DCRA. RECITALS WHEREAS, UAMPS and NuScale entered into the DCRA as of December 31, 2020; WHEREAS, UAMPS assigned the DCRA and the Development Agreement to CFPP LLC as of December 31, 2020; WHEREAS, effective April 30, 2021, the Parties executed the first amendment to the DCRA and the first amendment to the Development Agreement to extend the period of performance of certain obligations; WHEREAS, effective May 3 1, 2021, the Parties executed the second amendment to the DCRA to extend the period of performance of certain additional obligations, reflect the adoption of a six-unit Project, and adopt mutually agreed changes to certain inputs to the Price Target assumptions; WHEREAS, on or about February 28, 2023, the Parties intend to enter into the third amendment to the DCRA to adopt mutually agreed changes to certain inputs to Price Target assumptions based on changes in the energy, commodity and capital markets, raising the owner's cost cap, and include a requirement that the failure to achieve 80% subscription of 462 MW (370 MW) ("Subscription Target") by the completion of the ECT associated with the later of the completion of the Class 2 PCE or the COLA submittal be considered equivalent to the Project failing to meet the ECT subject to with certain related obligations for CFPP LLC; WHEREAS, CFPP LLC plans to place orders for certain Long Lead Materials ("LLM"), as further detailed in Exhibit 1, pursuant to terms in the OEM Equipment Supply Agreement, which, while well developed, is still being negotiated by the Parties; and WHEREAS, the Parties intend that certain reimbursement obligations in the DCRA shall also extend to LLM to the extent such LLM has been paid for by CFPP LLC. NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows:

Execution Version 2 AGREEMENT I. The Recitals set forth above are hereby incorporated into this LLM Agreement as if set forth at length herein. 2. NuScale's obligations with respect to reimbursement are related to the LLM in Exhibit I hereto and such reimbursement obligations are limited to LLM ordered by CFPP LLC and amounts actually paid to NuScale by CFPP LLC for such LLM, any such reimbursement will be at 100% of costs actually paid to NuScale by CFPP. 3. The Parties acknowledge that orders placed for LLM shall be subject to the terms of the OEM Equipment Supply Agreement as of the later of how it exists as of the Effective Date or as finally executed by the Parties. CFPP LLC shall have no payment obligation to NuScale for the LLM until the parties have reached agreement on an appropriate task order or on the OEM Equipment Supply Agreement. 4. NuScale agrees that should NuScale be obligated to reimburse CFPP LLC pursuant to the terms of Paragraph 3.a. of the DCRA, that the reimbursement obligation shall include amounts actually paid to NuScale by CFPP LLC for LLM up to the reimbursement cap in Exhibit 1. It is the intent of this LLM Agreement to include all the same terms, options, and remedies to CFPP LLC and NuScale as are included in the DCRA as they relate to the reimbursement obligation. 5. Should NuScale complete reimbursement for LLM as provided in this Agreement, NuScale shall have the option to take possession of the LLM. Should NuScale elect to take the LLM, NuScale will have all of CFPP LLC's right, title and interest in and to these projects assets with no amounts owed by or due from CFPP LLC with respect to the LEM. 6. The DOE's contingent rights with respect to the Project Assets, including the LLM, as set forth in Attachment B6 to the New Multi-year Award, are not affected by this Agreement and will be subject to a letter agreement to be negotiated between NuScale and DOE. 7. NuScale shall provide credit support for its reimbursement obligation for LLM costs under the same terms and conditions as the DCRA. [signature page follows]

Execution Version 3 IN WITNESS WHEREOF, the Parties hereto have entered into this LLM Agreement as of the Effective Date. For CFPP LLC: For NuScale: By: Name: Mason Baker Name: Title: President Title:

Execution Version WITNESS WHEREOF, the Parties hereto have entered into this LLM Agreement as of the Effective Date. For CFPP LLC: For NuScale: Name: Name: John Hopkins Title:Title: President & CEO 3

Execution Version Exhibit 1 Long Lead Materials The following is a list of LLM the total value of which shall not exceed $49 million during Phase I as that term is defined in the DCRA. NuScale's reimbursement obligation is limited to LLM ordered and amounts actually paid to NuScale by CFPP LCC, less any cost share paid by DOE, for the following LLM: [**] 4

EX-31.1 4 q123302spaccertceojh.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Hopkins, certify that:


1.			I have reviewed this quarterly report on Form 10-Q of NuScale Power Corporation;

2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


			(a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

			(b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

			(c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

			(d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.			The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


			(a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

			(b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 9, 2023	By:	/s/ John Hopkins
		John Hopkins
		Chief Executive Officer (Principal Executive Officer)

EX-31.2 5 q123302spaccertcfocc.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chris Colbert, certify that:


1.			I have reviewed this quarterly report on Form 10-Q of NuScale Power Corporation;

2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


			(a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

			(b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

			(c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

			(d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.			The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


			(a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

			(b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 9, 2023	By:	/s/ Chris Colbert
		Chris Colbert
		Chief Financial Officer (Principal Financial Officer)

EX-32.1 6 q123906certceojh.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 of NuScale Power Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Hopkins, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:


			(1)			The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

			(2)			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


May 9, 2023						/s/ John Hopkins
						John Hopkins
						Chief Executive Officer
						(Principal Executive Officer)

EX-32.2 7 q123906certcfocc.htm EX-32.2 Document

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 of NuScale Power, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chris Colbert, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:


			(1)			The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

			(2)			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


May 9, 2023									/s/ Chris Colbert
									Chris Colbert
									Chief Financial Officer
									(Principal Financial Officer)