NUSCALE POWER Corp 8-K, filed Dec 8, 2020
NUSCALE POWER Corp (SMR)
About this 8-K
NUSCALE POWER Corp filed this 8-K on December 8, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 8, 2020
SPRING VALLEY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
|
Cayman Islands (State or other jurisdiction of incorporation or organization) |
001-39736 (Commission |
85-2715384 (I.R.S. Employer Identification Number) |
|
2100 McKinney Ave., Suite 1675 Dallas, TX 75201 (214)
308-5230
Not Applicable
(Former name or former address, if changed since last report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | SVSVU | The Nasdaq Capital Market | ||
| Class A ordinary shares included as part of the units | SV | The Nasdaq Capital Market | ||
| Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | SVSVW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On December 8, 2020, Spring Valley Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants (the “Warrants”) included in the Units commencing on December 8, 2020. Each Unit consists of one Class A Ordinary Share and one-half of one Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “SVSVU.” Any underlying Class A Ordinary Shares and Warrants that are separated are expected to trade on the Nasdaq under the symbols “SV” and “SVSVW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description of Exhibits | |
| 99.1 | Press Release, dated December 8, 2020 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 8, 2020
| SPRING VALLEY ACQUISITION CORP. | ||
| By: | /s/ Jeffrey Schramm | |
| Name: | Jeffrey Schramm | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Spring Valley Acquisition Corp. Announces
the Separate Trading of its Class A Ordinary
Shares and Warrants Commencing December 8, 2020
DALLAS, December 8, 2020—(BUSINESS WIRE)—Spring Valley Acquisition Corp. (NASDAQ: SVSVU) (the “Company”) announced that, commencing December 8, 2020, holders of the units sold in the Company’s initial public offering of 23,000,000 units, completed on November 27, 2020, may elect to separately trade the Class A ordinary shares and warrants included in the units. Any units not separated will continue to trade on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “SVSVU,” and the separated Class A ordinary shares and warrants are expected to trade on the Nasdaq under the symbols “SV” and “SVSVW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
The units were initially offered by the Company in an underwritten offering. Cowen and Company, LLC and Wells Fargo Securities, LLC acted as joint book-running managers and Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC acted as co-managers of the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on November 23, 2020.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Spring Valley Acquisition Corp.
Spring Valley Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While the Company may pursue an initial business combination target in any business or industry, the Company is targeting companies focusing on sustainability, including clean energy and storage, smart grid/efficiency, environmental services and recycling, mobility, water and wastewater management, advanced materials and technology enabled services. The Company’s sponsor is supported by Pearl Energy Investment Management, LLC, a Dallas, Texas-based investment firm that focuses on partnering with best-in-class management teams to invest in the North American energy industry.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions identify forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
For more information, please contact:
Spring Valley Acquisition Corp.
www.sv-ac.com
Robert Kaplan
Robert.Kaplan@sv-ac.com
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