NUSCALE POWER Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2024

OR

For the transition period from _____________ to ____________

Commission file number 001-04321

NUSCALE POWER CORPORATION

(Exact name of registrant as specified in its charter)

(971)371-1592

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

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 Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x Noo

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

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). Yeso Nox

APPLICABLE ONLY TO CORPORATE ISSUERS:

The registrant had 101,097,113 Class A common shares, $0.0001 par value, and 154,266,400 Class B common shares, $0.0001 par value, outstanding as of November 4, 2024.

Table of Contents

Glossary

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

•“ATM Program” refers to the program, implemented in connection with the Sales Agreement, dated August 9, 2023, between NuScale Power Corporation, Cowen & Company, LLC, B. Riley Securities, Inc. and Canaccord Genuity LLC as sales agents, under which the Company may offer and sell shares of the Company’s Class A common stock having an aggregate sales price of up to $150,000,000 from time to time

•“CFPP LLC” refers to Carbon Free Power Project, LLC, an entity wholly owned by UAMPS.

•“CFPP” refers to the Carbon Free Power Project.

•“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.

•“DCA” refers to Design Certification Application

•“DCRA” refers to the Development Cost Reimbursement Agreement, as amended, entered into with CFPP LLC

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

•“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 United States Generally Accepted Accounting Principles.

•“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.

•“LLM Agreement” refers to the Long Lead Material Reimbursement Agreement, dated February 28, 2023, entered into between NuScale LLC and CFPP LLC.

•“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.

•“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 to purchase Spring Valley Class A ordinary shares that were issued in the IPO and converted in the Transaction

into warrants to purchase Class A common stock.

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

•“RSUs” refers to restricted stock units.

•“Release Agreement” refers to the Confidential Settlement and Release Agreement, dated November 7, 2023, entered into between NuScale LLC and CFPP LLC.

•“SDA” refers to Standard Design Approval.

•“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 consummation of the Transaction 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.

•“UAMPS” refers to the Utah Associated Municipal Power Systems.

•“Warrant Agreement” refers to the Warrant Agreement, dated November 23, 2020, by and between Spring Valley and Continental Stock Transfer & Trust Company.

•“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 need for and ability to obtain additional equity financing or other sources of funding;

•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;

•litigation contingencies;

•the estimated amounts to be reimbursed to CFPP LLC and costs related to termination of the DCRA and LLM Agreement;

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

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

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 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Form 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.