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What changed in NUSCALE POWER Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of NUSCALE POWER Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+352 added−379 removedSource: 10-K (2025-03-03) vs 10-K (2024-03-15)

Top changes in NUSCALE POWER Corp's 2024 10-K

352 paragraphs added · 379 removed · 254 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

140 edited+39 added−58 removed66 unchanged
Biggest changeAdditionally, we are focused on marketing VOYGR power plants to industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities. International Customer Development. We continue to develop our international customer base as we foresee a majority of our customer demand over the long-term to be outside of the United States.
Biggest changeInitially, we are focused on replacing carbon intensive coal-fired power plants and as an alternative to new-build gas-fired generation. Additionally, we are focused on our ENTRA1 partnership positioning their ENTRA1 Energy Plants™ with NuScale SMRs inside to hyperscalers, technology, industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities.
Although China and Russia have currently operating SMRs, ours is the first and only SMR to receive a SDA from the NRC. This is an important regulatory milestone that provides customers with certainty – knowing that the NRC approves of the plant design – before committing significant capital to develop a nuclear facility.
Although China and Russia have currently operating SMRs, ours is the first and only SMR to receive an SDA from the NRC. This is an important regulatory milestone that provides customers with certainty – knowing that the NRC approves of the plant design – before committing significant capital to develop a nuclear facility.
However, these technologies have not received regulatory approval in the United States, and many of the technologies have not been demonstrated and do not have fuel supply infrastructure in place. Currently, we have the only SMR that has received an SDA from the NRC, and no other SMR company or customer has even applied for approval.
However, these technologies have not received regulatory approval in the United States, and many of the technologies have not been demonstrated and do not have fuel supply infrastructure in place. Currently, we have the only SMR that has received an SDA from the NRC, and no other SMR company or customer has even applied for an SDA.
Feldman served as NuScale’s director of planning and integration (2016-2018) and the program management office risk manager (2012-2016). Before joining NuScale, from 2008 to 2012 Ms. Feldman was the chief executive officer of Zero Point Frontiers Corp. a small business start-up that provided technical and programmatic support to United States government and commercial space programs. Ms.
Feldman served as NuScale’s director of planning and integration (2016-2018) and the program management office risk manager (2012-2016). Before joining NuScale, from 2008 to 2012 Ms. Feldman 15 was the chief executive officer of Zero Point Frontiers Corp. a small business start-up that provided technical and programmatic support to United States government and commercial space programs. Ms.
This NuScale design capability is a first-of-a-kind for the nuclear industry. 6 • Island Mode Power . A single NPM can supply all the “house load” electricity needs of the plant while also continuing to provide power to a local industrial customer or mission critical facility without external grid connection via a micro-grid connection. • Highly Reliable Power .
This NuScale design capability is a first-of-a-kind for the nuclear industry. • Island Mode Power . A single NPM can supply all the “house load” electricity needs of the plant while also continuing to provide power to a local industrial customer or mission critical facility without external grid connection via a micro-grid connection. • Highly Reliable Power .
In 2022, the NRC approved a new methodology for SMR emergency planning; however, no other SMR vendor has had its methodology approved following the new criteria. • Economics versus Traditional Nuclear . Traditional large-scale nuclear facilities have high upfront capital costs due to the size of the power plants as well as long construction times.
In 2022, the NRC approved a new methodology for SMR emergency planning; however, no other SMR vendor has had its methodology approved following the new criteria. 3 • Economics versus Traditional Nuclear . Traditional large-scale nuclear facilities have high upfront capital costs due to the size of the power plants as well as long construction times.
This includes domestic and international client licensing support and other industry activities that involve nuclear and other regulatory topics. Ms. Fosaaen joined NuScale as a Licensing Engineer. Ms. Fosaaen has more than 14 years of experience in the nuclear industry and is an expert in advanced reactor licensing and has led NuScale’s development of several major licensing applications.
This includes domestic and international client licensing support and other industry activities that involve nuclear and other regulatory topics. Ms. Fosaaen joined NuScale in 2015 as a Licensing Engineer. Ms. Fosaaen has more than 14 years of experience in the nuclear industry and is an expert in advanced reactor licensing and has led NuScale’s development of several major licensing applications.
In September 2020, our 12-module VOYGR-12 design (currently approved for 160 million watts of thermal power or 50 MWe per NPM) became the first and only SMR to receive an SDA from the NRC. The NRC’s final rulemaking approving NuScale’s design certification became effective in February 2023.
In September 2020, our 12-module design (currently approved for 160 million watts of thermal power or 50 MWe per NPM) became the first and only SMR to receive an SDA from the NRC. The NRC’s final rulemaking approving NuScale’s design certification became effective in February 2023.
On July 31, 2023, the NRC formally announced that it accepted the Company’s SDA Application for formal review. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
On July 31, 2023, the NRC formally announced that it accepted the Company’s SDA Application for review. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
We believe our intellectual property rights are important assets for our success and we aggressively protect these rights to maintain our competitive advantage in the market. We own all necessary rights to the intellectual property associated with our technology to allow any capable manufacturer the ability to fabricate or build to print all components of the NPM.
We believe our intellectual property rights are 12 important assets for our success and we aggressively protect these rights to maintain our competitive advantage in the market. We own all necessary rights to the intellectual property associated with our technology to allow any capable manufacturer the ability to fabricate or build to print all components of the NPM.
Prior to joining NuScale in 2015, Ms. Fosaaen worked in regulatory affairs for Xcel Energy, where she supported the organization through regulatory recovery, including successful resolution of 95001 and 95002 inspections. She also obtained her senior reactor operator certification at the Monticello Nuclear Generating Plant. Ms.
Prior to joining NuScale, Ms. Fosaaen worked in regulatory affairs for Xcel Energy, where she supported the organization through regulatory recovery, including successful resolution of 95001 and 95002 inspections. She also obtained her senior reactor operator certification at the Monticello Nuclear Generating Plant. Ms.
In addition, we have also received significant financial and regulatory support from the DOE since the inception of NuScale. Cost-Competitive. NuScale’s technology is cost-competitive both in the United States and globally. Our technology’s reliability, resiliency and flexibility are key attributes customers and regulators value highly.
In addition, we have also received significant financial and regulatory support from the DOE since the inception of NuScale. Cost-Competitive. NuScale’s technology is cost-competitive both in the United States and globally. Our technology’s reliability, resiliency and flexibility are key attributes that customers and regulators value highly.
The SDA process took NuScale 41 months to complete – including preparation, application and receipt of approval. This was the fastest any nuclear reactor company has ever received approval from the NRC. To date, no SMR or advanced reactor company other than NuScale has even applied to the NRC for SMR design approval.
The SDA process took NuScale 41 months to complete – including preparation, application and receipt of approval. This was the fastest any nuclear reactor company has ever received approval from the NRC. To date, no SMR or advanced reactor company other than NuScale has even applied to the NRC for SMR SDA.
As a result of the Transaction, NuScale Corp holds all of the NuScale LLC Class A units (which are the sole voting interests at the NuScale LLC level) and Legacy NuScale Equityholders hold NuScale LLC Class B units (which are non-voting) and shares of NuScale Corp Class B common stock (which entitle the Legacy NuScale Equityholder to vote at the NuScale Corp level but which carry no economic rights).
As a result of the Transaction, NuScale Corp holds all of the NuScale LLC Class A units (which are the sole voting interests at the NuScale LLC level) and Legacy NuScale Equityholders hold NuScale LLC Class B units (which are non-voting) and shares of NuScale Corp Class B common stock (which entitle the Legacy NuScale Equityholders to vote at the NuScale Corp level but which carry no economic rights).
The purpose of the review is to identify strengths and potential weaknesses of the safety case to expedite licensing in countries that employ IAEA safety guidelines. In addition, we have had significant interaction with safety regulators and energy ministries in many of the countries where there is significant customer interest.
The purpose of the review was to identify strengths and potential weaknesses of the safety case to expedite licensing in countries that employ IAEA safety guidelines. In addition, we have had significant interaction with safety regulators and energy ministries in many of the countries where there is significant customer interest.
Currently operating commercial nuclear power plants in the U.S. are required to have a 10-mile radius EPZ from the reactor site and the population within the EPZ must be capable of evacuating within a specified time period.
Currently operating commercial nuclear power plants in the U.S. are 5 required to have a 10-mile radius EPZ from the reactor site and the population within the EPZ must be capable of evacuating within a specified time period.
For example: we have worked through material parts of the Vendor Design Review process with the Canadian Nuclear Safety Commission; we have completed a technology assessment conducted by the Office of Nuclear Regulation in the U.K.; we completed a licensing gap analysis (comparing select local, IAEA and Western European Nuclear Regulators’ Association requirements against the NuScale design) with the State Nuclear Regulatory Inspectorate in Ukraine; and we have performed analysis of NuScale plant safety, economy and maneuverability under a study funded by Japan’s Ministry of Economy, Trade and Industry.
For example: we have worked through material parts of the Vendor Design Review process with the Canadian Nuclear Safety Commission; we have completed a technology assessment conducted by the Office of Nuclear Regulation in the U.K.; we completed a licensing gap analysis (comparing select local, IAEA and Western European Nuclear Regulators’ Association requirements against the NuScale design) with the State Nuclear Regulatory Inspectorate in Ukraine; and we have performed analysis of NuScale SMR-based plant safety, economy and maneuverability under a study funded by Japan’s Ministry of Economy, Trade and Industry.
This significantly reduces the cost of replacement power compared to large-scale nuclear plants (typically 1,000 MWe) that must shut 5 down their entire capacity for any outage.
This significantly reduces the cost of replacement power compared to large-scale nuclear plants (typically 1,000 MWe) that must shut down their entire capacity for any outage.
Furthermore, SMRs can be sited closer to the end-user, significantly reducing the need for transmission infrastructure while also providing ancillary benefits such as process heat to end users. Our Technology Our NPM is the product of approximately 17 years of research and development by NuScale and key collaborators, including Oregon State University and the Idaho National Laboratory.
Furthermore, SMRs can be sited closer to the end-user, significantly reducing the need for transmission infrastructure while also providing ancillary benefits such as process heat to end users. Our Technology Our NPM is the product of approximately 18 years of research and development by NuScale and key collaborators, including Oregon State University and the Idaho National Laboratory.
He is Professor Emeritus in the School of Nuclear Science and Engineering at Oregon State University, was inducted into the National Academy of Engineering in 2018 and holds over 153 patents granted or pending in 21 countries. Competition Our competitors are other power generation technologies, including traditional baseload, renewables, long duration storage and other nuclear reactors, including SMRs.
He is Professor Emeritus in the School of Nuclear Science and Engineering at Oregon State University, was inducted into the National Academy of Engineering in 2018 and holds over 182 patents granted or pending in 21 countries. Competition Our competitors are other power generation technologies, including traditional baseload, renewables, long duration storage and other nuclear reactors, including SMRs.
This is a distinct benefit compared to traditional large-scale nuclear plants in which reactors are built on-site and only after their completion can the balance of the plant be constructed. We can fabricate our NPMs in parallel with VOYGR power plant construction, saving time and reducing complexity, labor and construction costs. • Natural Circulation.
This is a distinct benefit compared to traditional large-scale nuclear plants in which reactors are built on-site and only after their completion can the balance of the plant be constructed. We can fabricate our NPMs in parallel with site construction, saving time and reducing complexity, labor and construction costs. • Natural Circulation.
Through comprehensive analyses, demonstrations and audits, the NRC has approved NuScale’s conduct of operation such that three licensed operators can safely operate a VOYGR-12 plant without the need for a Shift Technical Advisor, a key safety-related role required by the NRC for all existing large-scale nuclear plants.
Through comprehensive analyses, demonstrations and audits, the NRC has approved NuScale’s conduct of operation such that three licensed operators can safely operate a 12-module plant without the need for a Shift Technical Advisor, a key safety-related role required by the NRC for all existing large-scale nuclear plants.
Other U.S. federal permits or licenses for a NuScale plant may include a Section 404 Dredge & Fill Permit issued by the Army Corp. of Engineers; a Federal Aviation Administration § 77.15 Permit; a Certificate of Registration issued by the U.S. Department of Transportation; and a Spills Prevention Control and Countermeasure Plan mandated by the U.S. Environmental Protection Agency.
Other U.S. federal permits or licenses for a NuScale SMR-based plant may include a Section 404 Dredge & Fill Permit issued by the Army Corp. of Engineers; a Federal Aviation Administration § 77.15 Permit; a Certificate of Registration issued by the U.S. Department of Transportation; and a Spills Prevention Control and Countermeasure Plan mandated by the U.S. Environmental Protection Agency.
The rigorously tested safety case results in an array of applications and commercial opportunities for NuScale that traditional nuclear power plants cannot support, and VOYGR power plants can be located closer to end-users and population centers. Global Network of Strategic Investors and Supply Chain Partners with DOE Support .
The rigorously tested safety case results in an array of applications and commercial opportunities 9 for NuScale that traditional nuclear power plants cannot support, and can be located closer to end-users and population centers. Global Network of Strategic Investors and Supply Chain Partners with DOE Support .
Prior to that, Fisher led various Framatome business lines, which included Plant Engineering, NSSS Engineering, Electrical Products, Mechanical Products, Commercial Grade Dedication, Qualification & Testing, Inventory Management, the Nuclear Parts Center, Strategic Alliance for FLEX Emergency Response (SAFER), and Cyber Security. Prior to joining Framatome, Mr.
Prior to that, Fisher led various Framatome business lines, which included Plant Engineering, NSSS Engineering, Electrical Products, Mechanical Products, Commercial Grade Dedication, Qualification & Testing, Inventory Management, the Nuclear Parts Center, Strategic Alliance for FLEX Emergency Response and Cyber Security. Before joining Framatome, Mr.
Despite the intensity of the review, the NRC approved the NuScale design in 42 months—the fastest approval ever completed by the agency. We received the SDA for our 50 MWe NPM and VOYGR-12 plant design in August 2020, and our SMR design is currently the only SMR with such an approval.
Despite the intensity of the review, the NRC approved the NuScale design in 42 months—the fastest approval ever completed by the agency. We received the SDA for our 50 MWe NPM and 12-module plant design in August 2020, and our SMR design is currently the only SMR with such an approval.
NuScale has benefited from independent research, peer-reviewed studies and testing conducted by and with academic institutions, including Oregon State University, Boise State University, Colorado School of Mines, University of Houston, University of Idaho, University of Illinois Urbana-Champaign, Kansas State University, University of Maryland, College Park, Massachusetts Institute of Technology, University of Michigan, Missouri University of Science and Technology, Morgan State University, University of Nevada Las Vegas, North 11 Carolina State University , POLIMI (Italy), University of Sheffield (U.K.), University of Tennessee, Texas A&M, Utah State University, University of Utah, University of Wisconsin and University of Wyoming.
NuScale has benefited from independent research, peer-reviewed studies and testing conducted by and with academic institutions, including Oregon State University, Boise State University, Colorado School of Mines, University of Houston, University of Idaho, University of Illinois Urbana-Champaign, Kansas State University, University of Maryland, Massachusetts Institute of Technology, University of Michigan, Missouri University of Science and Technology, Morgan State University, University of Nevada Las Vegas, North Carolina State University , POLIMI (Italy), University of Sheffield (U.K.), University of Tennessee, Texas A&M, Utah State University, University of Utah, University of Wisconsin and University of Wyoming.
In addition to the sale of NPMs and our VOYGR power plant designs, we will offer a diversified suite of services throughout the development and operating life of the power plant. Our suite of services is planned to include licensing support, testing, training, fuel supply services and program management, among others.
In addition to the sale of NPMs, we will offer a diversified suite of services throughout the development and operating life of the power plant. Our suite of services is planned to include licensing support, testing, training, fuel supply services and program management, among others.
NuScale plans to sell its plants only in jurisdictions where nuclear liability is exclusively channeled to the plant operator. Customers purchasing NuScale plants also must obtain required permits, licenses and insurance for the jurisdiction where the facility will be located.
NuScale plans to sell its plants only in jurisdictions where nuclear liability is exclusively channeled to the plant operator. Customers purchasing NuScale SMR-based plants also must obtain required permits, licenses and insurance for the jurisdiction where the facility will be located.
The NRC has approved NuScale’s methodology for calculating EPZ size. This methodology, approved solely for NuScale’s unique passively safe design, demonstrates that most NuScale plant sites in the U.S. can be approved with a 300-yard “site-boundary” EPZ.
The NRC has approved NuScale’s methodology for calculating EPZ size. This methodology, approved solely for NuScale’s unique passively safe design, demonstrates that most NuScale SMR-based plant sites in the U.S. can be approved with a 300-yard “site-boundary” EPZ.
We have developed a global network of blue-chip supply chain partners, many of which are investors in NuScale. We believe these partners will play a critical role in the successful procurement and fabrication of components, manufacture of our NPMs and fuel supply.
We have developed a global network of blue-chip supply chain partners, many of which are investors in NuScale. We believe these partners will play a critical role in the successful procurement of components and fuel supply, fabrication of components and manufacturing of our NPMs.
SMRs can more easily match customer needs and avoid surplus capacity. Modularity results in splitting power plant development between the factory and the field, reducing the schedule risk that has impacted large reactor construction projects. The NuScale modular design has the benefit to customers of being right-sizable upon construction and scalable over time. • Smaller Footprint .
SMRs can more easily match customer needs while avoiding surplus capacity. Modularity results in splitting power plant development between the factory and the field, reducing the schedule risk that has impacted large reactor construction projects. The NuScale modular design has the benefit to customers of being right-sizable upon construction and scalable over time. • Smaller Footprint .
The effects of climate change, including extreme weather events and rising temperature, and the resulting health and socio-economic stability of at-risk populations, have led to a societal focus on the environment. As a result, a global shift is occurring in societal preferences for a reduction in greenhouse gases and a move towards carbon-free power. Investor Pressures.
The effects of climate change, including extreme weather events and rising temperature, and the resulting health and socio-economic stability of at-risk populations, have led to a societal focus on the environment. As a result, a global shift is occurring in societal preferences for a reduction in greenhouse gases and a move towards more carbon-free power.
State or local regulators may also require permits or licenses for a NuScale plant, including a National Pollutant Discharge Elimination System (NPDES) Permit for Storm Water Discharges from Construction Activities and to Construct a Sanitary Wastewater, Wastewater Treatment facility; Section 401 Water Quality Certification; Well Permits; Solid Waste Handling Permit; and appropriate building permits.
State or local regulators may also require permits or licenses for a NuScale SMR-based plant, including a National Pollutant Discharge Elimination System (NPDES) Permit for Storm Water Discharges from Construction Activities and to Construct a Sanitary Wastewater, 17 Wastewater Treatment facility; Section 401 Water Quality Certification; Well Permits; Solid Waste Handling Permit; and appropriate building permits.
Under Part 110, the NRC regulates the export or import of nuclear hardware, material and code, following similar protocols with respect to the same sensitive countries vs. non sensitive countries regulatory structure embedded in 10 CFR Part 810. Available Information 17 Our website address is www.nuscalepower.com .
Under Part 110, the NRC regulates the export or import of nuclear hardware, material and code, following similar protocols with respect to the same sensitive countries versus non sensitive countries regulatory structure embedded in 10 CFR Part 810. Available Information Our website address is www.nuscalepower.com .
In the United States, a NuScale plant developer must obtain an NRC construction permit and an NRC operating license issued pursuant to 10 CFR Part 50 or a combined license issued pursuant to 10 CFR Part 52.
In the United States, a NuScale SMR-based plant developer must obtain an NRC construction permit and an NRC operating license issued pursuant to 10 CFR Part 50 or a combined license issued pursuant to 10 CFR Part 52.
There are several reactor technologies that are in various stages of development, such as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies and others, and commercial SMRs are currently operating in China and Russia. These technologies, like ours, are designed to be clean, safe and highly reliable.
Other Advanced Nuclear Reactors. There are several reactor technologies that are in various stages of development, such as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies and others, and commercial SMRs are currently operating in China and Russia. These technologies, like ours, are designed to be clean, safe and highly reliable.
Services We will also offer customers a diversified suite of services throughout the life of the power plant, beginning approximately eight years prior to a plant’s commercial operation date. Pre- and post-operation date service offerings provide customers with critical services related to the licensing, design, development, construction, operation and maintenance of the VOYGR power plant.
Services We will also offer customers a diversified suite of services throughout the life of the power plant, beginning approximately five years prior to a plant’s commercial operation date. Pre- and post-commercial operation date service offerings provide customers with critical services related to the licensing, design, development, construction, operation and maintenance of the power plant.
Although our NPM is the only SMR with an NRC-approved safety case, according to the DOE, “small modular reactors have the potential for enhanced safety and security compared to earlier designs.” The smaller reactor core and reduced potential for off-site release from SMRs means SMRs may be located closer to population centers and industrial facilities needing process heat.
Although our NPM is the only SMR with an NRC-approved safety case, according to the DOE, “small modular reactors have the potential for enhanced safety and security compared to earlier designs.” The smaller reactor core and reduced potential for off-site release from SMRs means SMRs may be located closer to population centers and industrial facilities in need of process heat.
The smaller EPZ enables VOYGR power plants to be sited closer to end-users, which is of particular importance to process heat off-takers and to owners seeking to repower retiring coal-fired generation facilities. • No Requirement for Backup Power. The NRC concluded that NuScale’s safety design eliminates the need for “Class 1E” power – i.e., safety-related, backup power.
The smaller EPZ enables NuScale SMR-based power plants to be sited closer to end-users, which is of particular importance to process heat off-takers and to owners seeking to repower retiring coal-fired generation facilities. • No Requirement for Backup Power. The NRC concluded that NuScale’s safety design eliminates the need for “Class 1E” power – i.e., safety-related, backup power.
The approval was a critical milestone that allows customers to move forward with plans to develop VOYGR power plants, knowing that safety aspects of the NuScale design are NRC-approved. In January 2023, the Company submitted a second SDA Application and the associated licensing topical reports to the NRC for NuScale’s 6-module, 77 MWe NPM design.
The approval was a critical milestone that allows customers to move forward with plans to develop NuScale SMR-based power plants, knowing that safety aspects of the NuScale design are NRC-approved. In January 2023, the Company submitted a second SDA Application and the associated licensing topical reports to the NRC for NuScale’s 6-module, 77 MWe NPM plant design.
As a first mover and developer of the power plant’s nuclear technology, we believe we are well positioned to be a trusted service provider. As such, we anticipate our services will have high penetration rates and will provide consistent, recurring revenues that could become significant once a large number of VOYGR plants are in operation.
As a first mover and developer of the power plant’s nuclear technology, we believe we are well positioned to be a trusted service provider. As such, we anticipate our services will have high penetration rates and will provide consistent, recurring revenues that could become significant once a large number of NuScale SMR-based plants are in operation.
NuScale is the only company to obtain approval of its EPZ methodology from the NRC (or any other national government nuclear regulatory body) and NuScale is the only SMR developer to have an approved regulatory basis for obtaining a site boundary EPZ.
NuScale is the only company to obtain approval of its EPZ methodology from the NRC (or any other national government nuclear regulatory body) as well as the only SMR developer to have an approved regulatory basis for obtaining a site boundary EPZ.
Because our technology was designed on the basis of this proven foundation, we believe NuScale has a significant advantage over other alternative and yet unproven nuclear technologies that may come to market, both with respect to obtaining regulatory approvals and attracting customer interest. • Single, Integrated Unit.
Because our technology was designed based on this proven foundation, we believe NuScale has a significant advantage over other alternative and yet unproven nuclear technologies that may come to market, both with respect to obtaining regulatory approvals and attracting customer interest. • Single, Integrated Unit.
Reyes, Ph.D ., co-founded NuScale LLC and co-designed the NuScale passively-cooled small nuclear reactor. Dr. Reyes has served as our chief technology officer since 2007. Dr. Reyes is an internationally recognized expert on passive safety system design, testing and operations for nuclear power plants.
José N. Reyes, Ph.D ., co-founded NuScale Power, LLC, co-designed the NuScale passively cooled small nuclear reactor and has served as the company’s Chief Technology Officer since 2007. Dr. Reyes is an internationally recognized expert on passive safety system design, testing and operations for nuclear power plants.
The NPM operates inside a stainless-steel lined water-filled pool located below ground level. 4 Our NPM technology leverages existing light water nuclear reactor technology and fuel that has been operating globally for over 60 years. The reactor operates using the principles of buoyancy-driven natural circulation; hence, no pumps are needed to circulate water through the reactor.
The NPM operates inside a stainless-steel lined, water-filled pool located below ground level. NuScale Power Module TM Our NPM technology leverages existing light water nuclear reactor technology and fuel that has been operating globally for over 60 years. The reactor operates using the principles of buoyancy-driven natural circulation; hence, no pumps are needed to circulate water through the reactor.
This means that VOYGR power plants do not need costly emergency diesel generators to ensure the safety of the reactors in the event of a power loss. Today, no operating nuclear plant in the United States can make this claim. • Resilience to Man-made and Natural Events.
This means that NuScale SMR-based power plants do not need costly emergency diesel generators to ensure the safety of the reactors in the event of a power loss. Today, no operating nuclear plant in the United States can make this claim. • Resilience to Man-made and Natural Events.
Historically, commercial light water nuclear reactors have maximum coping periods of 72 hours before operator action is required to keep the reactor safe. • Support for Site Boundary EPZ . NuScale’s VOYGR power plants have been designed to allow an NRC-approved EPZ that does not extend beyond the power plant site boundary (the restricted area controlled by the plant owner).
Historically, commercial light water nuclear reactors have maximum coping periods of 72 hours before operator action is required to keep the reactor safe. • Support for Site Boundary EPZ . NuScale SMR-based power plants have been designed to allow an NRC-approved EPZ that does not extend beyond the power plant site boundary (the restricted area controlled by the plant owner).
Each NPM can produce power continuously for approximately 20 months before refueling is required. Because of the multi-module design of VOYGR power plants, each NPM can be refueled in a staggered manner, reducing total plant output by only 77 MWe for approximately 10 days.
Each NPM can produce power continuously for approximately 20 months before refueling is required. Because of the multi-module design of NuScale SMR-based power plants, each NPM can be refueled in a staggered manner, reducing total plant output by only 77 MWe for approximately 10 days.
VOYGR power plants have been designed to be the safest nuclear plants in the world and have several industry-first advantages over conventional large-scale nuclear plants, including an unlimited “coping” period during which the NPMs can be shut down and kept in a safe condition without operator intervention, AC or DC power or any additional cooling water.
NuScale’s SMR technology has been designed to be the safest nuclear plants in the world and have several industry-first advantages over conventional large-scale nuclear plants, including an unlimited “coping” period during which the NPMs can be shut down and kept in a safe condition without operator intervention, AC or DC power or any additional cooling water.
The VOYGR power plant would remain at power, ready to immediately sell electricity to the grid when the grid is back online, making it a first responder to the restoration of the transmission grid. • Black-Start Capability . A VOYGR power plant can start up from cold conditions without external grid connections.
The NuScale SMR-based power plant would remain at power, ready to immediately sell electricity to the grid when the grid is back online, making it a first responder to the restoration of the transmission grid. • Black-Start Capability . A NuScale SMR-based power plant can start up from cold conditions without external grid connections.
The license application review can begin before the SDA application is approved. The NRC does not re-review the design in the SDA during the license application review; the review is limited to site specific design features (e.g., physical security systems, water intake structures), operational programs (e.g., maintenance, emergency preparedness) and environmental impacts.
The NRC does not re-review the design in the SDA during the license application review; the review is limited to site specific design features (e.g., physical security systems, water intake structures), operational programs (e.g., maintenance, emergency preparedness) and environmental impacts.
In the event of a total loss of power to the facility, a VOYGR power plant does not require any operator or computer actions, grid connection or emergency backup power or additional water to cool the 8 reactors and can remain safe indefinitely. All large-scale nuclear reactors require one or all three of these within a period of days.
In the event of a total loss of power to the facility, a NuScale SMR-based power plant does not require any operator or computer actions, grid connection or emergency backup power or additional water to cool the reactors and can remain safe indefinitely. All large-scale nuclear reactors require one or all three of these within a period of days.
We are working with suppliers, such as Doosan Enerbility Co., Ltd.; Precision Custom Components LLC; Sarens Nuclear & Industrial Services, LLC; Curtiss-Wright Corporation; and IHI Corporation, among others, who we expect to build components of NPMs to our specifications. Other key suppliers include Framatome, SA (fuel assemblies), Honeywell International Inc.
We continue to focus on our partnerships with suppliers, such as Doosan Enerbility Co., Ltd.; Precision Custom Components LLC; Sarens Nuclear & Industrial Services, LLC; Curtiss-Wright Corporation; and IHI Corporation, among others, who we expect to build components of NPMs to our specifications. Other key suppliers include Framatome, SA (fuel assemblies), Honeywell International Inc.
According to a 2021 report, the Office of Nuclear Energy noted a typical 1,000-megawatt nuclear facility in the United States needs little more than one square mile to operate, while wind farms require 360 times more land area to produce the same amount of electricity and solar photovoltaic plants require 75 times more space.
A typical 1,000-megawatt nuclear facility in the United States needs little more than one square mile to operate, while wind farms require 360 times more land area to produce the same amount of electricity and solar photovoltaic plants require 75 times more space.
Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval to be received by July 31, 2025. Our unique SMR has several key defining characteristics, including: • Proven.
Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval will be received by mid-year 2025. Our unique SMR has several key defining characteristics, including: • Proven.
Whereas large-scale nuclear plants can require as many as 1,000 or more individuals for refueling and associated outage activities, a VOYGR power plant can undergo the same refueling and outage activities with a much smaller, permanent, in-house crew of as few as 50 individuals. • Multi-Module Control Room.
Whereas large-scale nuclear plants can require as many as 1,000 or more individuals for refueling and associated outage activities, we can undergo the same refueling and outage activities with a much smaller, permanent, in-house crew made up of as few as 50 individuals. • Multi-Module Control Room.
During the span of such an event and for an unlimited time, the VOYGR power plant does not require any internal or external human or computer actions, AC or DC power or additional water to cool the reactors (referred to as NuScale’s Triple Crown For Nuclear Plant Safety). An unlimited coping period is unprecedented for commercial light water nuclear reactors.
During the span of such an event and for an unlimited time, NuScale SMR-based power plants do not require any internal or external human or computer actions, AC or DC power or additional water to cool the reactors (referred to as NuScale’s Triple Crown For Nuclear Plant Safety). An unlimited coping period is unprecedented for commercial light water nuclear reactors.
Our current R&D efforts are centered on innovative plant operations and services, introducing new product innovations, improving plant quality and lowering the lifecycle cost of our NPMs and VOYGR plants.
Our current R&D efforts are centered on innovative plant operations and services, introducing new product innovations, and lowering the lifecycle cost of our NPMs.
Our NPM technology leverages existing light water nuclear reactor technology and fuel supply that have been operating globally for over 60 years. • Simple.
Our NPM technology leverages existing light water nuclear reactor technology and conventional low-enriched uranium fuel supply that have been operating globally for over 60 years. • Simple.
Accordingly, we regularly review employee development and succession plans for each of our functions to identify and develop our pipeline of talent. 12 Information about our current Executive Officers and other Significant Employees Name Age Position John L. Hopkins 70 Chief Executive Officer, Director José N.
Accordingly, we regularly review employee development and succession plans for each of our functions to identify and develop our pipeline of talent. Information about our current Executive Officers and other Significant Employees as of December 31, 2024 Name Age Position John L. Hopkins 71 Chief Executive Officer, Director José N.
The purpose of a TSR-DS is to review the design safety of a nuclear power plant against the IAEA safety standards. The TSR-DS will evaluate the NuScale VOYGR-6 design information along with three supplemental reports against the IAEA safety requirements.
The purpose of a TSR-DS is to review the design safety of a nuclear power plant against the IAEA safety standards. The TSR-DS evaluated the NuScale-based 6 plant design information along with three supplemental reports against the IAEA safety requirements.
The HIPS platform provides a robust safety platform to monitor NPMs and help protect VOYGR power plants from potential cybersecurity attacks. Safety Case NuScale’s design innovations have allowed for a number of industry-first and best-in-class safety attributes. • Unlimited “coping period”.
The HIPS platform provides a robust safety platform to monitor NPMs and help protect NuScale SMR-based power plants from potential cybersecurity attacks. Safety Case NuScale’s design innovations have allowed for several industry-first and best-in-class safety attributes. • Unlimited “coping period”.
We believe our competitive cost coupled with our differentiated capabilities gives us an advantage over other technologies. Visionary Management Team. We have an experienced and passionate team of leaders and innovators who have developed the technology over the years and run the operations of the business today.
We believe our competitive cost coupled with our differentiated capabilities gives us a significant competitive advantage over other technologies. Visionary Management Team. We have an experienced and passionate team of leaders and innovators who have developed the technology over the years and run the operations of the business today with extensive commercial and energy industry experience.
As such, a VOYGR power plant can be licensed within the existing regulatory framework for light water reactors, drawing on a vast body of established research and development, proven codes and methods and existing regulatory standards.
As such, NuScale SMR-based power plants can be licensed within the existing regulatory framework for light water reactors, drawing on a vast body of established research and development, proven codes and methods and existing regulatory standards.
Reyes served as head of the Oregon State University (“OSU”) Department of Nuclear Engineering and Radiation Health Physics from 2006-2009. He directed the Advanced Thermal Hydraulic Research Laboratory and was the co-director of the Battelle Energy Alliance Academic Center of Excellence for Thermal Fluids and Reactor Safety in support of the Idaho National Laboratory mission from 1994-2009. Additionally, Dr.
In the past, he has served as head of the Oregon State University Department of Nuclear Engineering and Radiation Health Physics, directed the Advanced Thermal Hydraulic Research Laboratory and was the Co-Director of the Battelle Energy Alliance Academic Center of Excellence for Thermal Fluids and Reactor Safety in support of the Idaho National Laboratory mission. Dr.
Intellectual Property As of December 31, 2023, NuScale had been issued 455 patents globally, and had 158 pending patents. These 613 issued or pending patents, filed across 21 jurisdictions including in the U.S., protect key aspects of our technology and demonstrate the continued growth of our intellectual property portfolio.
Intellectual Property As of December 31, 2024, NuScale had been issued 478 patents globally, and had 194 pending patents. These 672 issued or pending patents, filed across 21 jurisdictions including in the U.S., protect key aspects of our technology and demonstrate the continued growth of our intellectual property portfolio.
The IAEA, while not a regulator, is important because many countries’ regulatory frameworks were developed from IAEA standards, which are somewhat 16 different from the NRC framework. We plan to initiate a Technical Safety Review of Design Safety (TSR-D5) with the IAEA in 2024.
The IAEA, while not a regulator, is important because many countries’ regulatory frameworks were developed from IAEA standards, which are somewhat different from the NRC framework. NuScale completed the Technical Safety Review of Design Safety (TSR-D5) with the IAEA in December of 2024.
Human Capital As of December 31, 2023, approximately 27% of our full-time employees are women and 14% belong to historically underrepresented groups. We have one female executive and one executive belongs to a historically underrepresented group in the science and technology sectors.
Human Capital As of December 31, 2024, approximately 29% of our full-time employees are women and 15% belong to historically underrepresented groups. We have three female executives and one executive belongs to a historically underrepresented group in the science and technology sectors.
DOE-funded research in 2003 helped accelerate the development of NuScale’s SMR prior to forming NuScale in 2007. In addition, NuScale has ongoing collaborations with DOE labs, including the Idaho National Lab, Argonne National Lab, Oak Ridge National Lab and Pacific Northwest National Lab. ENTRA1 Energy .
DOE-funded research in 2003 helped accelerate the development of NuScale’s SMR prior to forming NuScale in 2007. In addition, NuScale has ongoing collaborations with DOE labs, including the Idaho National Lab, Argonne National Lab, Oak Ridge National Lab and Pacific Northwest National Lab. ENTRA1 Energy . NuScale is aligned with ENTRA1 as its commercialization/developer partner for NuScale SMRs.
These 613 patents protect key aspects of our technology, and we continue to grow our intellectual property portfolio. In addition, we have a highly educated workforce of 398 employees, of whom 129 have master’s degrees in engineering and science and 20 have Ph.Ds.
These 672 patents protect key aspects of our technology, and we continue to grow our intellectual property portfolio. In addition, we have a highly educated workforce of 330 employees, of whom 79 have master’s degrees in engineering and science and 21 have Ph.Ds.
SMRs such as NuScale’s VOYGR power plants provide highly reliable, cost-effective, carbon-free baseload power to electric grids – no other existing baseload technology can claim the same benefits on the scale needed to address the world’s growing needs. Innovative Technology Platform and Intellectual Property Portfolio. We have 455 patents issued and an additional 158 patents pending.
NuScale SMR-based power plants provide highly reliable, cost-effective, carbon-free baseload power to electric grids – no other existing baseload technology can claim the same benefits on the scale needed to address the world’s growing needs. Innovative Technology Platform and Intellectual Property Portfolio. We have 478 patents issued and an additional 194 patents pending.
Our end-markets can be broken down into two general subsets: baseload generation and industrial applications. Baseload generation includes repurposing coal-fired facilities to nuclear or new clean baseload capacity. Many industrial customers require significant energy needs such as chemical plants, direct air capture facilities, hydrogen production facilities, oil refineries, metal smelters and water desalination plants.
Our end-markets can be broken down into two general subsets: baseload generation and industrial applications. 10 Many industrial customers require significant energy needs such as chemical plants, direct air capture facilities, hydrogen production facilities, oil refineries, metal smelters and water desalination plants.
Other strategic investors and supply chain partners include Doosan Enerbility Co., Ltd; Sargent & Lundy, LLC; Sarens Nuclear & Industrial Services, LLC; JGC Holdings Corporation; IHI Holdings Corporation; GS Energy Corporation; and Samsung C&T Corporation, among others. As discussed in the section titled “Customers” below, the Company currently has only one “Class 1” customer: RoPower Nuclear S.A.
Other strategic investors and supply chain partners include Doosan Enerbility Co., Ltd; Sargent & Lundy, LLC; Sarens Nuclear & Industrial Services, LLC; JGC Holdings Corporation; IHI Holdings Corporation; GS Energy Corporation; and Samsung C&T Corporation, among others. As discussed in the section titled “Customers” below, the Company currently is working on a project with Fluor in Romania. RoPower Nuclear S.A.
He continued his nuclear industry career with Framatome from April 2003 to June 2023 in various management roles in Instrumentation & Control (I&C), Electrical Systems, Hardware and Product Modernizations, Engineering, and Customer Accounts & Government Affairs over a 20-year period. Most recently, Mr.
He continued his nuclear industry career with Framatome in various management roles in Instrumentation & Control (“I&C”), Electrical Systems, Hardware and Product Modernizations, Engineering, and Customer Accounts & Government Affairs over a 20-year period. Most recently, Mr.
The NRC subsequently certified the design as Appendix G to Title 10 of the Code of Federal Regulations Part 52. No other SMR or non-light water nuclear vendor has applied to the NRC for a nuclear power reactor SDA. We expect to obtain additional NRC approval of plant configurations desired by customers.
The NRC subsequently certified the design as Appendix G to Title 10 of the Code of Federal Regulations Part 52. No other SMR or non-light water nuclear vendor has applied to the NRC for a nuclear power reactor SDA.
We also benefit from a global network of strategic investors and supply chain partners that we expect will play an integral role in bringing NuScale’s technology to market around the world.
NuScale has a global network of strategic investors and supply chain partners that we expect to play an integral role in bringing our technology to market around the world.
A customer seeking to deploy a VOYGR power plant will be granted a license from NuScale to construct, operate, maintain and decommission the VOYGR plant. NuScale will also provide design and nuclear regulatory licensing basis 7 information necessary for the customer to obtain regulatory approval to construct and operate the power plant.
A customer seeking to deploy a NuScale SMR-based power plant will be granted a license from NuScale to construct, operate, maintain and decommission the plant. NuScale will also provide design and nuclear regulatory licensing basis information necessary for the customer to obtain regulatory approval to construct and operate the power plant. 8 Sale of Equipment including NuScale Power Modules.
The result is a simplified system that improves safety and reduces capital and operational costs. Design Features and Innovations Our NPM introduces a number of key design innovations that allows us to be the safest and most reliable provider of nuclear energy. Our design features include: • Proven Technology. Our NPM design relies on well-established pressurized, light water reactor technology.
Design Features and Innovations Our NPM introduces a number of key design innovations that allows us to be the safest and most reliable provider of nuclear energy. These design features include: • Proven Technology. Our NPM design relies on well-established pressurized, light water reactor technology.
NuScale also expects to receive payment related to the fabrication of the NPMs coincident with the order of materials and commencement of manufacturing so that no working capital will be required from NuScale for work-in-progress or finished inventory.
NuScale expects to provide the manufacturing and delivery of modules to the customers’ power plant site on a contracted basis. NuScale also expects to receive payment related to the fabrication of the NPMs coincident with the order of materials and commencement of manufacturing so that no working capital will be required from NuScale for work-in-progress or finished inventory.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur strategic partners may have interests that diverge from our interests, and which may hinder our ability to negotiate sales to customers. If we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building nuclear plants.
Biggest changeIf we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building nuclear plants, or developing NuScale SMRs. This could substantially hinder our ability to expand our production capacity and installation of NuScale power plants and could affect our business and our prospects.
Regulatory risk factors associated with our business also include: • our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications; • regulatory delays, delays imposed as a result of regulatory inspections, and changing regulatory requirements, may cause a delay in our ability to fulfill our existing or future orders, or cause planned plants to not be completed at all, many of which may be out of our control, including natural disasters, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule plant construction, which could have an adverse impact on our business and financial condition; and • challenges as a result of regulatory processes or in NuScale’s ability to secure the necessary permissions to establish these plant sites could delay our ability to achieve our target build rate and could adversely affect our business.
Regulatory risk factors associated with our business also include: • our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications; • regulatory delays, delays imposed as a result of regulatory inspections, and changing regulatory requirements, may cause a delay in our ability to fulfill our existing or future orders, or cause planned plants to not be completed at all, many of which may be out of our control, including natural disasters, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule plant construction, which could have an adverse impact on our business and financial condition; and 28 • challenges as a result of regulatory processes or in NuScale’s ability to secure the necessary permissions to establish these plant sites could delay our ability to achieve our target build rate and could adversely affect our business.
The actual increase in NuScale Corp’s allocable share of NuScale LLC’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the shares of Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of 20 NuScale Corp’s income.
The actual increase in NuScale Corp’s allocable share of NuScale LLC’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the shares of Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of NuScale Corp’s income.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Regulatory Risk Factors 28 Our SDA applications may not be approved, and any rework necessary to address NRC concerns could significantly delay the commercialization of our products.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Regulatory Risk Factors Our SDA applications may not be approved, and any rework necessary to address NRC concerns could significantly delay the commercialization of our products.
An adverse resolution by one or more taxing authorities could have a material impact on our finances. Further, we may be unable to utilize any net operating losses in the event a change in control is determined to have occurred. We may become involved in litigation that may materially adversely affect us.
An adverse resolution by one or more taxing authorities could have a material impact on our finances. Further, we may be unable to utilize any net operating losses in the event a change in control is determined to have occurred. 29 We may become involved in litigation that may materially adversely affect us.
Moreover, the amount and scope 30 of insurance maintained against losses resulting from any such events or security breaches may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result. Furthermore, in the future, such insurance may not be available on commercially reasonable terms, or at all.
Moreover, the amount and scope of insurance maintained against losses resulting from any such events or security breaches may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result. Furthermore, in the future, such insurance may not be available on commercially reasonable terms, or at all.
The price of shares of Class A common stock and Warrants may fluctuate due to a variety of factors, including: • changes in the industries in which we and our customers operate; • variations in our operating performance and the performance of our competitors in general; • material and adverse impacts of pandemics such as COVID-19, on the markets and the broader global economy; • actual or anticipated fluctuations in our quarterly or annual operating results; • the public’s reaction to our press releases, other public announcements and filings with the SEC; 32 • our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; • additions and departures of key personnel; • changes in laws and regulations affecting our business or industry; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • publication of research reports by securities analysts about us, our competitors or our industry; • sales of shares of Class A common stock by our stockholders, including those who purchased shares of Class A common stock in private placements in connection with the Merger, or sales by us under our “at the market” offering arrangement described below; and • general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.
The price of shares of Class A common stock may fluctuate due to a variety of factors, including: • changes in the industries in which we and our customers operate; • variations in our operating performance and the performance of our competitors in general; • material and adverse impacts of pandemics such as COVID-19, on the markets and the broader global economy; • actual or anticipated fluctuations in our quarterly or annual operating results; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; • additions and departures of key personnel; • changes in laws and regulations affecting our business or industry; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • publication of research reports by securities analysts about us, our competitors or our industry; 30 • sales of shares of Class A common stock by our stockholders, including those who purchased shares of Class A common stock in private placements in connection with the Merger, or sales by us under our “at the market” offering arrangement described below; and • general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.
To the extent that NuScale Corp is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement.
To the extent that NuScale Corp is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a 20 material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement.
An entity that would otherwise be classified as a partnership for United States federal income tax purposes will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof.
An entity that would otherwise be classified as a partnership for United States federal 19 income tax purposes will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof.
While two causes of action were filed, these lawsuits have been consolidated before the same judge in the federal district court in Oregon. While we disagree with all of the plaintiffs’ claims included in the class action lawsuits, the risk of loss if plaintiffs prevail would be material to the Company.
While two causes of action were filed, these lawsuits have been consolidated before the same judge in the federal district court in Oregon. While we disagree with all of the plaintiffs’ claims included in the class action lawsuit, the risk of loss if plaintiffs prevail would be material to the Company.
Further, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce 31 any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims.
Further, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims.
As a result, 34 maintaining or reinforcing our reputation may require us to devote significant resources to refute incorrect or misleading allegations, to pursue or defend related legal actions, or to engage in other activities that could be costly, time consuming or unsuccessful.
As a result, maintaining or reinforcing our reputation may require us to devote significant resources to refute incorrect or misleading allegations, to pursue or defend related legal actions, or to engage in other activities that could be costly, time consuming or unsuccessful.
The scope of a patent claim is generally determined by an interpretation of the law, the written disclosure in a patent, and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect or not accepted by a court of competent jurisdiction.
The scope of a patent claim is generally determined by an interpretation of the law, the written disclosure in a patent, and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending 26 application may be incorrect or not accepted by a court of competent jurisdiction.
Accordingly, our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in 27 such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection or pending patent applications.
Accordingly, our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection or pending patent applications.
We also cannot be certain that we have identified each and every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of NPMs in any jurisdiction.
We also cannot be certain that we have identified every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of NPMs in any jurisdiction.
Our commercialization strategy relies heavily on our relationship with Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate.
Our commercialization strategy relies heavily on our relationship with ENTRA1, Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate.
Denial or delay in approvals abroad could materially and adversely affect our business. Our customers must obtain additional regulatory approvals before they construct power plants using our NPMs, and approvals may be denied or delayed.
Denial or delay in approvals abroad could materially and adversely affect our business. 27 Our customers must obtain additional regulatory approvals before they construct power plants using our NPMs, and approvals may be denied or delayed.
NuScale Corp is a holding company with no material assets other than its ownership of the NuScale LLC units. As a result, NuScale Corp has no independent means of generating revenue or cash flow.
NuScale Corp is a holding company with no material assets other than its ownership of NuScale LLC units. As a result, NuScale Corp has no independent means of generating revenue or cash flow.
Similarly, we have entered into certain agreements with Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear & Industrial Services, LLC for certain planning, engineering, manufacturing and support activities, and JGC Holdings Corporation, an affiliate of Japan NuScale Innovation, LLC, related to the EPC and commissioning of the first NuScale plant, with Samsung C&T Corporation related to certain EPC activities; and with GS Energy with respect to project development in certain markets.
Similarly, we have entered into certain agreements with Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear & Industrial Services, LLC for certain planning, engineering, manufacturing and support activities, and JGC Holdings Corporation, an affiliate of Japan NuScale Innovation, LLC, related to the EPC and commissioning of the first NuScale SMR-based plant, with Samsung C&T Corporation related to certain EPC activities; and with GS Energy with respect to project development in certain markets.
These measures prevent third parties from using, practicing, selling, manufacturing or otherwise commercially exploiting our NPMs and related technologies, which would erode our competitive position in our market.
These measures prevent third parties from using, practicing, selling, 25 manufacturing or otherwise commercially exploiting our NPMs and related technologies, which would erode our competitive position in our market.
Competitors in China and Russia currently operate commercial SMRs and may have advantages in marketing their SMRs to potential customers. Competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries.
Competitors in China and Russia currently operate commercial SMRs and may have advantages in marketing their SMRs to potential customers. 21 Competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries.
The other shareholder class action lawsuit claims that NuScale and members of management made materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations and prospects, and specifically about certain of the Company’s agreements with customers.
A shareholder class action lawsuit claims that NuScale and members of management made materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations and prospects, and specifically about certain of the Company’s agreements with customers.
Risks Related to Ownership of Our Shares of Class A Common Stock or Warrants Our Organizational Documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between NuScale Corp and its stockholders.
Risks Related to Ownership of Our Shares of Class A Common Stock Our Organizational Documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between NuScale Corp and its stockholders.
If our operations grow as planned, we may need to expand our sales and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale the business and the manufacture of NPMs as planned, as there is no guarantee that we will be able to find suitable locations or partners for the expanded manufacture and operation of our NPMs or to broaden our internal capabilities. 24 Any failure to effectively incorporate updates to the design, construction and operations of NuScale plants to ensure cost competitiveness could reduce the marketability of the NuScale design and has the potential to impact deployment schedules.
If our operations grow as planned, we may need to expand our sales and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale the business and the manufacture of NPMs as planned, as there is no guarantee that we will be able to find suitable locations or partners for the expanded manufacture and operation of our NPMs or to broaden our internal capabilities. 23 Any failure to effectively incorporate updates to the design, construction and operations of NuScale SMR-based plants to ensure cost competitiveness could reduce the marketability of the NuScale design and has the potential to impact deployment schedules.
Updating the design, construction, and operations of NuScale plants will be necessary to their competitiveness and attractiveness in the market, particularly in the United States where the price of power is generally lower than in other countries.
Updating the design, construction, and operations of NuScale SMR-based plants will be necessary to their competitiveness and attractiveness in the market, particularly in the United States where the price of power is generally lower than in other countries.
To the extent such warrants or options are exercised, additional shares of Class A common stock will be issued, which will result in dilution to the holders of Class A common stock and increase the number of shares eligible for resale in the public market.
To the extent such options are exercised, additional shares of Class A common stock will be issued, which will result in dilution to the holders of Class A common stock and increase the number of shares eligible for resale in the public market.
We have not yet delivered NPMs to customers and none of our flagship plants, named VOYGR, have been permitted or are under construction, and it is difficult for us to predict our future operating results.
We have not yet delivered NPMs to customers and none of our flagship plants, have been permitted or are under construction, and it is difficult for us to predict our future operating results.
At the end of 2022, we submitted SDA applications to approve a VOYGR-6 plant design and to raise the licensed output of our NPM from 50 MWe to 77 MWe. The NRC accepted the application in July of 2023 and has begun the technical review.
At the end of 2022, we submitted SDA applications to approve a NuScale-based 6 plant design and to raise the licensed output of our NPM from 50 MWe to 77 MWe. The NRC accepted the application in July of 2023 and has begun the technical review.
While we require our employees, consultants, and contractors to assign such intellectual property to us in the event that the intellectual property is not automatically assigned (e.g., as work made for hire), those agreements may not be honored and obligations to assign intellectual property may be challenged or breached.
While we require our employees, consultants, and contractors to assign such intellectual property to us, if the intellectual property is not automatically assigned (e.g., as work made for hire), those agreements may not be honored and obligations to assign intellectual property may be challenged or breached.
Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States. Inflation may also increase the cost of our NPMs to a point where the LCOE of electricity generated from a NuScale Plant is not competitive with the alternatives.
Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States. Inflation may also increase the cost of our NPMs to a point where the levelized cost of electricity (“LCOE”) generated from a NuScale SMR-based plant is not competitive with the alternatives.
As part of a shelf registration on a Form S-3, NuScale may offer Class A common stock, debt securities, warrants, and/or units consisting of some or all of the securities in any combination, the aggregate offering price of securities of which must not exceed $500,000,000.
As part of a shelf registration on a Form S-3 (Commission File No. 333-272342), NuScale may offer Class A common stock, debt securities, warrants, and/or units consisting of some or all of the securities in any combination, the aggregate offering price of securities of which must not exceed $500,000,000.
If a court were to find the choice of forum provision contained in the Organizational Documents to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition.
If a court were to find the choice of forum provision contained in the Organizational Documents to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition. The price of shares of Class A common stock may be volatile.
If our supply chain cannot meet the schedule demands of the market, our projected sales revenues could be materially impacted. 25 Lack of availability and cost of component raw materials may affect the manufacturing processes for plant equipment and increase our costs.
If our supply chain cannot meet the schedule demands of the market, our projected sales revenues could be materially impacted. 24 Lack of availability, trade restrictions, tariffs and costs of component raw materials may affect the manufacturing processes for plant equipment and increase our costs.
Short selling reports may potentially lead to increased volatility in an issuer’s stock price and to regulatory and governmental inquiries. In October and November 2023, a short seller published reports that contained certain negative and false allegations regarding our business and financial prospects.
Short selling reports may potentially lead to increased volatility in an issuer’s stock price and to regulatory and governmental inquiries. In July 2024, October and November 2023, short sellers published reports that contained certain 32 negative and false allegations regarding our business and financial prospects.
We are now, and may be in the future, the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business. Item 1B. Unresolved Staff Comments None
We are now, and may be in the future, the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.
Our confidentiality and intellectual property assignment agreements with our employees, consultants and contractors generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive intellectual property.
Our confidentiality and intellectual property assignment agreements with our employees, consultants and contractors generally provide those inventions conceived by the party while rendering services to us will be our exclusive intellectual property.
This could cause the market price of shares of Class A common stock to drop significantly, even if our business is doing well. Sales of a substantial number of shares of Class A common stock in the public market could occur at any time.
This could cause the market price of shares of Class A common stock to drop significantly, even if our business is doing well, and, if we are issuing new shares, result in dilution to stockholders. Sales of a substantial number of shares of Class A common stock in the public market could occur at any time.
There is no assurance that the SDA will be approved, and any revisions necessary to address concerns the NRC may have could significantly delay the commercialization of our products, which could have a material adverse effect on our business and financial condition.
There is no assurance that the SDA will be approved, or approved in a timely manner (including as a result of recent personnel reductions in federal government and any future reductions), and any revisions necessary to address concerns the NRC may have could significantly delay the commercialization of our products, which could have a material adverse effect on our business and financial condition.
Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. If we raise additional funds by issuing equity securities, our stockholders will experience dilution.
Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. If we raise additional funds by issuing equity securities, our stockholders will experience dilution.
These market and industry factors may materially reduce the market price of shares of Class A common stock and Warrants regardless of our operating performance. A significant portion of our total outstanding shares may be sold into the market. In addition, we and holders of equity awards may also sell additional shares into the market.
These market and industry factors may materially reduce the market price of shares of Class A common stock regardless of our operating performance. A significant portion of our total outstanding shares may be sold into the market.
As of December 31, 2023, there were (i) 76,895,166 shares of Class A common stock outstanding, (ii) 154,477,032 shares of Class A common stock issuable upon the exchange of NuScale LLC Class B units (together with cancellation of an equal number of shares of NuScale Corp Class B common stock) pursuant to the procedures set forth in the A&R NuScale LLC Agreement, and (iii) 31,279,229 shares of Class A common stock issuable upon the exercise of outstanding stock options, Warrants and Restricted Stock Units (“RSUs”).
As of December 31, 2024, there were (i) 122,842,474 shares of Class A common stock outstanding, (ii) 154,254,663 shares of Class A common stock issuable upon the exchange of NuScale LLC Class B units (together with cancellation of an equal number of shares of NuScale Corp Class B common stock) pursuant to the procedures set forth in the A&R NuScale LLC Agreement, and (iii) 11,372,021 shares of Class A common stock issuable upon the exercise of outstanding stock options and Restricted Stock Units (“RSUs”).
If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be required to delay, scale back or terminate some or all of our research and development programs. Our funding plan relies on cost-shared funding provided through a cooperative agreement with the DOE.
If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be required to delay, scale back or terminate some or all of our research and development programs.
We have registered on a Post-Effective Amendment to Form S-1, on Form S-3, the potential resale of 204,063,030 shares of Class A common stock that otherwise could be subject to resale restrictions.
We have registered on a Post-Effective Amendment No. 2 to Form S-1, on Form S-3 (Commission File No. 333-264910), the potential resale of 202,912,854 shares of Class A common stock that otherwise could be subject to resale restrictions.
We rely heavily upon our relationship with Fluor, our majority owner, and our relationships with other of our investors and strategic partners to commercialize our NPM and our other products and services.
We rely heavily upon our relationship with Fluor, the largest stockholder in NuScale, and our relationships with other of our investors and strategic partners, including ENTRA1, to commercialize our NPM and our other products and services.
Investors’ ability to make transactions in our securities could be limited and if we cannot maintain our listing on the NYSE, we may be subject to additional trading restrictions. An active trading market for our securities may not be sustained. In addition, we may be unable to maintain the listing of our securities on the NYSE in the future.
An active trading market for our securities may not be sustained. In addition, we may be unable to maintain the listing of our securities on the NYSE in the future.
Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business and financial condition.
Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business and financial condition. 22 The cost of electricity generated from nuclear sources or our NPMs may not be cost competitive with future electricity generation sources in some markets, which could materially and adversely affect our business.
As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected or at all; even if we do, we may not be able to maintain or increase profitability. 23 We expect our operating expenses to increase over the next several years as we commence deployment of NPMs, continue to refine and streamline our design and manufacturing processes for our NPMs, make technical improvements, hire additional employees and continue research and development efforts relating to new products and technologies.
We expect our operating expenses to increase over the next several years as we commence deployment of NPMs, continue to refine and streamline our design and manufacturing processes for our NPMs, make technical improvements, hire additional employees and continue research and development efforts relating to new products and technologies.
In the event NuScale LLC’s calculations of taxable income are incorrect, NuScale LLC and its members, including NuScale Corp, in later years may be subject to material liabilities pursuant to this legislation and its related guidance. 19 If NuScale LLC were treated as a corporation for United States federal income tax or state tax purposes, then the amount available for distribution by NuScale LLC could be substantially reduced and the value of NuScale Corp shares could be adversely affected.
If NuScale LLC were treated as a corporation for United States federal income tax or state tax purposes, then the amount available for distribution by NuScale LLC could be substantially reduced and the value of NuScale Corp shares could be adversely affected.
The market price of shares of Class A common stock could decline if the holders of shares sell them or are perceived by the market as intending to sell them.
The Company has used this registration statement for sales under both the Prior ATM Program and Current ATM Program. The market price of shares of Class A common stock could decline if the holders of shares sell them or are perceived by the market as intending to sell them.
In addition, these competitors may have access to greater government or other funding to develop and commercialize their SMRs than we do.
In addition, these competitors may have access to greater government or other funding to develop and commercialize their SMRs than we do. Any delays in the development and manufacture of NPMs and related technology may adversely impact our business and financial condition.
NuScale Warrants and Options will become exercisable for shares of Class A common stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
NuScale Options will become exercisable for shares of Class A common stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. 31 Outstanding options exercisable in exchange for an aggregate of 6,365,141 shares of Class A common stock (“NuScale Options”) are or will become exercisable in accordance with the terms of the Fourth Amended and Restated 2011 Equity Incentive Plan of NuScale LLC.
This could substantially hinder our ability to expand our production capacity and installation of VOYGR plants and could affect our business and our prospects. We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
Similarly, if we were unable to secure export authorization, we may need to implement design changes to our NPM to address issues with our domestic supplier chain, which may increase costs or result in delays in delivery of new plants and subsequent additional NPMs when ordered. 29 Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts or limitations on our ability to enter into contracts with the United States government.
Similarly, if we were unable to secure export authorization, we may need to implement design changes to our NPM to address issues with our domestic supplier chain, which may increase costs or result in delays in delivery of new plants and subsequent additional NPMs when ordered.
We also incur additional costs associated with operating as a public company. Certain costs are not reasonably estimable at this time, and our projections anticipate certain customer-sourced income that is not guaranteed. This is particularly true in light of the termination of our agreements with CFPP LLC. Consequently, we expect we will require additional future funding.
We also incur additional costs associated with operating as a public company. Certain costs are not reasonably estimable at this time, and our projections anticipate certain customer-sourced income that is not guaranteed. We may seek to raise capital through private or public equity or debt financings or through other sources of financing.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of shares of Class A common stock. On August 9, 2023, we entered into a sales agreement (Sales Agreement) with Cowen and Company, LLC, B.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of shares of Class A common stock. Fluor, our largest stockholder, has publicly stated its intention to sell down its position.
Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the prevailing market prices of Class A common stock.
Sales of substantial numbers of such shares in the public market could adversely affect the prevailing market prices of Class A common stock. Investors’ ability to make transactions in our securities could be limited and if we cannot maintain our listing on the NYSE, we may be subject to additional trading restrictions.
Riley Securities, Inc. and Canaccord Genuity LLC (collectively, “sales agents”) relating to shares of our Class A common stock offered from time to time “at the market.” In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150,000,000 from time to time through or to each selling agent acting as our agent or principal.
Riley Securities, Inc. and Canaccord Genuity LLC as sales agents under which the Company may offer and sell shares of our Class A common stock, having an aggregate sales price of up to $200,000,000 (“Current ATM Program”).
Removed
We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements of NuScale and notes to the financial statements included in this report.
Added
In the event NuScale LLC’s calculations of taxable income are incorrect, NuScale LLC and its members, including NuScale Corp, in later years may be subject to material liabilities pursuant to this legislation and its related guidance.
Removed
We are a “controlled company” within the meaning of NYSE rules and, as a result, qualify for exemptions from certain corporate governance requirements, and our stockholders do not have the same protections afforded to stockholders of companies that are subject to such requirements. Fluor owns a majority of the voting power of our common stock.
Added
As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected or at all; even if we do, we may not be able to maintain or increase profitability.
Removed
As a result, we are a “controlled company” under the NYSE rules.
Added
Loss of government incentives to use nuclear power may have an adverse impact on the market for SMRs. In the United States, the Inflation Reduction Act of 2022 provides production tax credits for advanced reactors and small modular reactors.
Removed
As a controlled company, we are exempt from certain corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees of directors are determined or recommended to our board of directors by independent members of our board of directors.
Added
The United States may decide to reduce or eliminate these economic incentives or curtail legislative programs supportive of nuclear energy technologies for political, financial or other reasons. Any reductions in, or eliminations of, government subsidies, economic incentives or favorable legislative programs could reduce demand for our products and adversely affect our business prospects and results of operations.
Removed
To the extent we rely on one or more of these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. 21 We are an emerging growth company (“EGC”) within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies”, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
Added
We have aligned with ENTRA1 as our commercialization / developer partner for NuScale SMRs. Our strategic partners may have interests that diverge from our interests, and which may hinder our ability to negotiate sales to customers.
Removed
We are an EGC within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Added
Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts or limitations on our ability to enter into contracts with the United States government.
Removed
As a result, our stockholders may not have access to certain information they may deem important.
Added
In addition, we and holders of equity awards, as well as holders of Class B units of NuScale LLC who receive shares of Class A common stock on exchange of those units (together with the cancellation of an equal number of shares of NuScale Corp Class B common stock), may also sell additional shares into the market.
Removed
We could be an EGC until December 31, 2025, although circumstances could cause us to lose that status earlier, including if the market value of common stock held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an EGC as of the following December 31.
Added
On August 9, 2023, NuScale entered into a Sales Agreement with Cowen and Company, LLC, B. Riley Securities, Inc. and Canaccord Genuity LLC as sales agents under which the Company was able to offer and sell shares of our Class A common stock having an aggregate sales price of up to $150,000,000 (the “Prior ATM Program”).
Removed
We cannot predict whether investors will find our securities less attractive because we rely on these exemptions.
Added
During the year ended December 31, 2024, the Company issued and sold 18,262,622 shares of Class A common stock for the gross and net proceeds of $139.0 million and $135.5 million, respectively, fully utilizing the Prior ATM Program. On November 8, 2024, NuScale entered into a new Sales Agreement with TD Securities (USA) LLC, UBS Securities LLC, B.
Removed
If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Added
During the year ended December 31, 2024, the Company issued and sold 3,264,524 shares of Class A common stock for the gross and net proceeds of $71.2 million and $69.2 million, respectively.
Removed
Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
Added
As of December 31, 2024 , we have 21,735,476 shares of Class A common stock, at an aggregate sales price up to $128.8 million, eligible for sale under the Current ATM Program.
Removed
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSenior leadership, including our Chief Compliance Officer and Vice President, Information Technology (“IT”), regularly brief the Board of Directors on our cybersecurity and information security posture and the Board of Directors is apprised of any cybersecurity incidents deemed to have a moderate or higher business impact.
Biggest changeSenior leadership, including our Chief Compliance Officer and Vice President, Information Technology (“IT”), regularly brief the Board of Directors on our cybersecurity and 33 information security posture and the Board of Directors is apprised of any cybersecurity incidents deemed to have a moderate or higher business impact.
Cybersecurity related risks are included in the risk universe that the ERM function evaluates to assess top risks to the enterprise on an annual basis. To the extent the ERM process identifies a heightened cybersecurity related 35 risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion.
Cybersecurity related risks are included in the risk universe that the ERM function evaluates to assess top risks to the enterprise on an annual basis. To the extent the ERM process identifies a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion.

Item 2. Properties

Properties — owned and leased real estate

5 edited+1 added−1 removed1 unchanged
Biggest changeOur full-scale reactor control room simulator and computational computing cluster are also located at this facility. NuScale personnel use the computational cluster in a secure data center to perform structural, thermal hydraulic, fluid dynamics and neutronics calculations.
Biggest changeNuScale personnel use the computational cluster in a secure data center to perform structural, thermal hydraulic, fluid dynamics and neutronics calculations. We believe the location of our Corvallis facilities provides us with unique access to the technical expertise found in Oregon State University, one of the largest nuclear engineering programs on the west coast.
No one was injured in the fire and no critical records were lost. The office was set up for temporary use with no employees using it full time; as a result, losses were limited to furniture, a copier and computer systems. The Company carries insurance that will cover these losses, which are not expected to be material.
No one was injured in the fire and no critical records were lost. The office was set up for temporary use with no employees using it full time; as a result, losses were limited to furniture, a copier and computer systems. The Company carries insurance that will cover these losses, which were not material.
Executives and other employees previously using that office are working remotely or commuting to the Company’s Corvallis, Oregon office as needed. Rent for the Portland, Oregon office has been abated until the office can be occupied.
Executives and other employees previously using that office are working remotely or commuting to the Company’s Corvallis, Oregon, office as needed. The Company terminated the lease in the fourth quarter of 2024.
We believe the location of our Corvallis facilities provides us with unique access to the technical expertise found in Oregon State University, one of the largest nuclear engineering programs on the west coast. • Houston, TX. The Houston office, a leased property with approximately 773 square feet, is used to support various members of the Finance team. • Rockville, MD.
In addition, we lease properties in the following locations: • Houston, TX. The Houston office, a leased property with approximately 773 square feet, is used to support various members of the Finance team. • Rockville, MD.
NuScale’s engineering and design center in Corvallis houses 29 full-time and 150 hybrid employees, with capacity for 340, in approximately 55,000 square feet of office, computing, and storage space. Technical and related support activities such as engineering, design, operations, testing, code development, quality assurance, licensing and project management are performed at this facility.
Technical and related support activities such as engineering, design, operations, testing, code development, quality assurance, licensing and project management are performed at this facility. 34 Our full-scale reactor control room simulator and computational computing cluster are also located at this facility.
Removed
Item 2. Properties As of December 31, 2023, our executive offices are in a 2,475 square foot leased property located at 12725 SW 66th Ave, Suite 107, Portland, Oregon 97223. In addition, we lease properties in the following locations: • Corvallis, OR.
Added
Item 2. Properties Our executive offices and our engineering and design center is located in 1100 Circle Blvd, Suite 200 and 350, Corvallis, OR, 97330. This location houses 43 full-time and 106 hybrid employees, with capacity for 340, in approximately 55,000 square feet of office, computing, and storage space.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOn August 17, 2023, NuScale LLC filed an objection to the report and recommendation. On November 13, 2023, the District Court Judge entered an order accepting the report and recommendation.
Biggest changeOn August 17, 2023, NuScale LLC filed an objection to this report and recommendation. On November 13, 2023, the District Court Judge entered an order accepting the report and recommendation. On December 8, 2023, plaintiffs filed a motion for leave to amend their complaint, and on June 23, 2024, the Court denied this motion.
District Court for the District of Oregon against the Company, John Hopkins, Chris Colbert, Robert Hamady and Clayton Scott: (1) Sigman v. NuScale Power Corp., et al. (Case No. 23-1689, filed November 15, 2023), and (2) Ryckewaert v. NuScale Power Corp., et al. (Case No. 23-1956, filed December 26, 2023).
District Court for the District of Oregon against the Company and certain of its current or former officers, namely John Hopkins, Chris Colbert, Robert Hamady and Clayton Scott: (1) Sigman v. NuScale Power Corp., et al. (Case No. 23-1689, filed November 15, 2023), and (2) Ryckewaert v. NuScale Power Corp., et al. (Case No. 23-1956, filed December 26, 2023).
Plaintiffs filed a response on January 17, 2023, and NuScale LLC filed a reply on February 14, 2023. A hearing on various 36 motions to dismiss took place on May 17, 2023, and on August 3, 2023, the Magistrate Judge assigned to the case issued a report and recommendation that recommended that NuScale LLC’s motion to dismiss be denied.
Plaintiffs filed a response on January 17, 2023, and NuScale LLC and the other defendants filed a reply on February 14, 2023. A hearing on the motions to dismiss was held on May 17, 2023. On August 3, 2023, the Magistrate Judge issued a report and recommendation that recommended that NuScale LLC’s motion to dismiss be denied.
Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. See “Item 1A. Risk Factors” above for further discussion of how certain risks, including risks related to litigation, may affect the Company. On September 19, 2022, thirteen purported members of NuScale LLC filed suit in the U.S.
Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. See “Item 1A. Risk Factors” above for further discussion of how certain risks, including risks related to litigation, may affect the Company.
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 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.
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. Two other shareholder class action lawsuits were filed in the U.S.
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. 35 On December 10, 2024, a purported class action lawsuit titled Tucker v.
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.
The claims in the complaint are based on amendments to the operating agreement of NuScale LLC in connection with NuScale LLC’s combination with Spring Valley Acquisition Corp. On November 21, 2022, NuScale LLC, along with the other defendants, filed motions to dismiss.
Removed
Plaintiffs claim, among other things, that such amendments breached NuScale LLC’s 5 th 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.
Added
On September 19, 2022, thirteen purported members and/or option holders 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.
Removed
On December 8, 2023, Plaintiffs filed a motion for leave to amend their complaint to add, among other things, a claim that the conversion of preferred LLC units into common LLC units at the time of the Merger itself breached NuScale LLC’s operating agreement. NuScale LLC opposed the proposed amendment.
Added
Subsequent to year end, on February 13, 2025, the parties resolved the lawsuit and the complaint has been dismissed with prejudice. Multiple shareholder class action lawsuits were filed in the U.S.
Removed
The Court has appointed lead plaintiff and lead counsel, and it has ordered the plaintiffs to file an amended complaint on or before March 21, 2024 and for NuScale to respond 28 days thereafter.
Added
The Court appointed a lead plaintiff and lead counsel, and plaintiffs filed an amended complaint on April 18, 2024 that makes similar allegations as the original complaints. Defendants’ filed a motion to dismiss on June 17, 2024, and plaintiff filed a brief in opposition on August 1, 2024.
Removed
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. Item 4. Mine Safety Disclosures None 37 Part II
Added
Shortly thereafter, plaintiffs indicated they intended to seek leave to file a Second Amended Complaint to add allegations relating to the Company’s disclosure about the SEC inquiry disclosed below.
Added
Defendants consented to plaintiffs’ request to amend, with the express caveat that defendants believed the proposed amendment to be futile and defendants would move to dismiss any Second Amended Complaint, including any new allegations. On September 20, 2024, plaintiffs filed the Second Amended Complaint, and on November 1, 2024, defendants moved to dismiss.
Added
Plaintiffs’ responded to Defendants’ motion to dismiss on December 17, 2024, and Defendants’ filed a reply in support of their motion to dismiss on January 24, 2025. The motion is now pending and awaiting a decision.
Added
NuScale Power Corporation, et al. , Case No. 2024-1272-NAC (Del. Ch. Ct.) was filed in the Court of Chancery of the State of Delaware. The lawsuit names the Company, eight current board members and one former board member as defendants.
Added
The lawsuit broadly alleges that the Company’s corporate opportunity waiver provision contained in the Company’s Certificate of Incorporation is overbroad and impermissibly waives certain fiduciary duties in contradiction to state statutory law. The named plaintiff seeks injunctive and declaratory relief, certification as class representative, and costs, fees and damages for a to-be certified class of plaintiffs.
Added
This lawsuit is in its early stages. In December 2023, the Company received a voluntary request from the SEC’s Denver Regional Office for information relating to its employment, severance, and confidentiality agreements. The Company has responded to those requests and intends to fully cooperate with the SEC.
Added
The Company cannot predict the timing or outcome of the SEC’s investigation at this time. Item 4. Mine Safety Disclosures None 36 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe closing price of a share of NuScale’s Class A common stock as of December 29, 2023, the last trading day of 2023, was $3.29 on the NYSE. Item 6. [Reserved]
Biggest changeThe closing price of a share of NuScale’s Class A common stock as of December 31, 2024, the last trading day of 2024, was $17.93 on the NYSE. Item 6. [Reserved]
Performance Graph The following graph shows changes over the period since the Transaction, May 2, 2022, through December 31, 2023, in the value of $100, invested in: (i) our Class A common shares; (ii) the Russell 3000 Index; and (iii) the peer group, which consists of publicly traded companies in the nuclear or energy transition industries comprised of Ballard Power Systems Inc., Bloom Energy Corporation, BWX Technologies, Inc., Enphase Energy, Inc., Enovix Corporation, FuelCell Energy, Inc., Plug Power Inc. and SolarEdge Technologies, Inc.
Performance Graph The following graph shows changes over the period since the Transaction, May 2, 2022, through December 31, 2024, in the value of $100, invested in: (i) our Class A common shares; (ii) the Russell 3000 Index; and (iii) the peer group, which consists of publicly traded companies in the nuclear or energy transition industries comprised of Ballard Power Systems Inc., Bloom Energy Corporation, BWX Technologies, Inc., Enphase Energy, Inc., Enovix Corporation, FuelCell Energy, Inc., Plug Power Inc., Oklo Inc. and SolarEdge Technologies, Inc.
As of February 28, 2024, we had 40,418 Class A shareowners of record and 79 Class B shareowners of record.
As of February 28, 2025, we had 62,722 Class A shareowners of record and 57 Class B shareowners of record.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

40 edited+26 added−18 removed20 unchanged
Biggest changeNuScale 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. 41 Results of Operations (in thousands) Year Ended December 31, 2023 2022 2021 Revenue 22,810 $ 11,804 $ 2,862 Cost of sales (18,961) (7,317) (1,770) Gross margin 3,849 4,487 1,092 Research and development expenses 156,050 127,662 94,388 General and administrative expenses 65,404 55,307 38,725 Other expenses 57,960 51,513 42,279 Loss from operations (275,565) (229,995) (174,300) Sponsored cost share 61,031 72,514 73,522 Change in fair value of warrant liabilities 23,627 12,148 — Interest income (expense) 10,792 3,760 (1,715) Loss before income taxes (180,115) $ (141,573) $ (102,493) Comparison of the Years Ended December 31, 2023 and 2022 Changes in Presentation For the year ended December 31, 2022, sponsored cost share totaling $177 that was previously included in Interest income (expense) has been reclassified to Sponsored cost share to conform to the current year presentation on the accompanying consolidated statements of operations.
Biggest changeResults of Operations (in thousands) Year Ended December 31, 2024 2023 2022 Revenue 37,045 $ 22,810 $ 11,804 Cost of sales (4,937) (18,961) (7,317) Gross margin 32,108 3,849 4,487 Research and development expenses 46,817 156,050 127,662 General and administrative expenses 75,901 65,404 55,307 Other expenses 48,115 57,960 51,513 Loss from operations (138,725) (275,565) (229,995) Sponsored cost share 6,884 61,031 72,514 Change in fair value of warrant liabilities (222,999) 23,627 12,148 Interest income 8,388 10,792 3,760 Loss before income taxes (346,452) $ (180,115) $ (141,573) Foreign income taxes 1,935 $ — $ — Net loss (348,387) $ (180,115) $ (141,573) Comparison of the Years Ended December 31, 2024 and 2023 Revenue and Cost of Sales The increase in revenue was attributable to engineering and licensing fees and services in support of advancing RoPower’s goal of deploying a NuScale 6-module power plant in Romania. 40 R&D Expense R&D expenses decreased significantly during the 2024 fiscal year as the Company is transitioning from an R&D-based company to a commercial company.
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. The consummation of the Transaction resulted in NuScale LLC receiving cash equal to $341.5 million and assuming Warrant liabilities valued at $47.5 million.
The net assets of NuScale LLC are stated at historical cost, 38 with no incremental goodwill or other intangible assets recorded for the effects of the Transaction. The consummation of the Transaction resulted in NuScale LLC receiving cash equal to $341.5 million and assuming Warrant liabilities valued at $47.5 million.
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- 39 C” structure.
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.
All revenue that we have generated to date arises from engineering and licensing services provided to potential customers, including those as a result of those FEED services. We expect to generate a significant portion of our revenue from the sale of NPMs.
Revenue All revenue that we have generated to date arises from engineering and licensing fees and services provided to potential customers, including those as a result of the FEED services. We expect to generate a significant portion of our revenue from the sale of NPMs.
Item 7. 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 should be read together with our financial statements as of and for the years ended December 31, 2023 and 2022 together with related notes thereto.
Item 7. 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 should be read together with our financial statements as of and for the years ended December 31, 2024, 2023 and 2022 together with related notes thereto.
Unless the context otherwise requires, references in this section to “NuScale,” “the Company,” “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.
Unless the context otherwise requires, references in this section to “NuScale,” “the Company,” “us,” 37 “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.
Sponsored Cost Share 42 Sponsored cost share decreased due to a lower share percentage and funding from the DOE, partially offset by increases in United States Trade and Development Agency and subrecipient cost share for other projects.
Sponsored Cost Share Sponsored cost share decreased due to a lower share percentage and funding from the DOE, partially offset by increases in United States Trade and Development Agency and subrecipient cost share for other projects.
Our significant accounting policies are described in Note 3 within our “Notes to the Consolidated Financial Statements”. Additional information about our critical accounting policies follows: Revenue Recognition In addition to advancing the commercialization of our SMR, we provide engineering services to customers. We recognize fixed price contract revenue with multiple performance obligations as each obligation is completed.
Our significant accounting policies are described in Note 3 within our “Notes to the Consolidated Financial Statements”. Additional information about our critical accounting policies follows: Revenue Recognition In addition to advancing the commercialization of our SMR, we provide engineering and licensing services to customers. We recognize fixed price contract revenue with multiple performance obligations as each obligation is completed.
In January 2023, the Company submitted a SDA Application and the associated licensing topical reports to the NRC for a NuScale’s 6-unit 77 MWe NPM design. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
In January 2023, the Company submitted an SDA Application and the associated licensing topical reports to the NRC for NuScale’s 6-unit 77 MWe NPM design. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
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.
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 SMR-based power plants with the understanding that the NRC has approved the safety aspects of the NPM and plant design.
G&A expenses also include legal fees, professional fees paid for accounting, auditing, consulting services, insurance costs and facility costs. Other Expense Other operating expenses consist primarily of compensation costs (including indirect benefits and equity-based compensation expense) for operating personnel.
G&A expenses also include legal fees, advertising and marketing, professional fees paid for accounting, auditing and consulting services, insurance costs and facility costs. Other Expense Other operating expenses consist primarily of compensation costs (including indirect benefits and equity-based compensation expense) for operating personnel.
On July 31, 2023, the NRC formally announced that it has accepted the Company’s SDA Application for formal review. Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval to be received by July 31, 2025. The Company currently has only one “Class 1” customer: RoPower Nuclear S.A.
On July 31, 2023, the NRC formally announced that it has accepted the Company’s SDA Application for formal review. Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval will be received by mid-year 2025. The Company currently has only one “Class 1” customer: RoPower Nuclear S.A.
Further, in December 2022, we completed our Standard Plant Design (“SPD”), which provides potential customers with a generic VOYGR power plant design that will serve as a starting point for deploying site-specific designs, including supporting client licensing and deployment activities.
Further, in December 2022, we completed our Standard Plant Design (“SPD”), which provides potential customers with a generic NuScale-based power plant design that will serve as a starting point for deploying site-specific designs, including supporting client licensing and deployment activities.
Historically, our primary sources of cash included investment capital, DOE and other government sponsored cost share agreements to support the advancement of the Company’s SMR technology both domestically and abroad. As we transition from a focus on research and development to commercialization of our technology, the Company is focusing on revenue producing commercial contracts.
Historically, our primary sources of cash included investment capital, government grants and government sponsored cost share agreements to support the advancement of the Company’s SMR technology both domestically and abroad. As we transition from a focus on research and development to commercialization of our technology, the Company is focusing on revenue producing 42 commercial contracts.
These expenses include labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our NPM design. R&D costs have been expensed as incurred. General and Administrative Expenses G&A expenses consist of compensation costs for personnel in executive, finance, accounting, human resources and other administrative functions.
These expenses include labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our NPM design. R&D costs have been expensed as incurred. 39 General and Administrative Expense General and administrative (“G&A”) expenses consist of compensation costs for personnel in executive, finance, accounting, human resources and other administrative functions.
CFPP LLC was receiving funding for approximately 79% of its qualified project costs, including the long-lead materials, under a cooperative agreement with the DOE. Under the Release Agreement, we agreed to repay CFPP LLC’s Net Development Costs.
CFPP LLC was receiving funding for approximately 79% of its qualified project costs, including the long-lead materials (“LLM”), under a cooperative agreement with the Department of Energy (“DOE”). Under the Release Agreement, we agreed to repay CFPP LLC’s Net Development Costs.
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 $150.0 million from time to time through the sales agents (“ATM Program”).
Riley Securities, Inc. and Canaccord Genuity LLC as sales agents under which the Company may offer and sell shares of our Class A common stock, having an aggregate sales price of up to $200.0 million (“ATM Program”).
(“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. In November 2023, we entered into the Release Agreement with CFPP LLC, the Company’s first customer, pursuant to which the Company agreed to terminate the DCRA, as amended, and our LLM Agreement.
(“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. In November 2023, we entered into the Release Agreement with CFPP LLC, the Company’s first customer, pursuant to which the Company agreed to terminate the Development Cost Reimbursement Agreement (“DCRA”), as amended, and our Long Lead Material Reimbursement Agreement (“LLM Agreement”).
Change in fair value of warrant liabilities The price of the Warrants, which is used to calculate their fair value, has decreased year-over year resulting in larger income in the current period. Liquidity and Capital Resources Liquidity On August 9, 2023, NuScale entered into a Sales Agreement with Cowen and Company, LLC, B.
Change in fair value of warrant liabilities The price of the Warrants, which is used to calculate their fair value, has decreased year-over year resulting in larger income in the current period. Liquidity and Capital Resources On November 8, 2024, NuScale entered into a new Sales Agreement with TD Securities (USA) LLC, UBS Securities LLC, B.
Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $240.5 million, with negative operating cash flows. As of December 31, 2023 , we had cash and cash equivalents of $120.3 million and restricted cash of $5.1 million with no debt, while using 183.3 million of cash in operations.
Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $377.1 million, with negative operating cash flows. As of December 31, 2024 , we had cash and cash equivalents of $401.6 million and restricted cash of $5.1 million with no debt, while using $ 108.7 million of cash in operations.
We believe the long lead-time involved with siting an SMR, the number of customers in our pipeline and the work being performed by these potential customers involving a NuScale deployment project bode well for our potential future success.
We expect the site in Romania to use six modules and to be commercially operable as early as 2030. We believe the long lead-time involved with siting an SMR, the number of potential customers in our pipeline and the work being performed by these potential customers involving a NuScale deployment project bode well for our potential future success.
Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities.
Critical Accounting Policies and Estimates Our financial statements have been prepared in accordance with GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities.
R&D Expense R&D expenses increased due to the Release Agreement with CFPP in the amount of $49.8 million, partially offset by lower compensation costs of $8.7 million as we transition from R&D to commercialization activities, as well as lower professional fees.
Revenue The increase in revenue was attributable to activities in support of the Engineering, Procurement and Construction Development Agreement for CFPP, as well as nuclear technologies consulting services. 41 R&D Expense R&D expenses increased due to the Release Agreement with CFPP in the amount of $49.8 million, partially offset by lower compensation costs of $8.7 million as we transition from R&D to commercialization activities, as well as lower professional fees.
Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations. 40 Revenue We have not generated any material revenue to date.
Key Components of Results of Operations Our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.
This account is identified as restricted cash in the amount of $5.1 million, on the accompanying consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at December 31, 2023. Critical Accounting Policies and Estimates Our financial statements have been prepared in accordance with GAAP.
This account is identified as restricted cash in the amount of $5.1 million, on the accompanying consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at December 31, 2024.
We generally provide limited warranties for work performed under our engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of our work.
Accordingly, such tax amounts are not included as a component of revenue or cost of sales. We generally provide limited warranties for work performed under our engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of our work.
During the year ended December 31, 2023 , the Company issued and sold 1,737,378 shares of Class A common stock at a weighted average price of $5.96 per share, generating gross and net proceeds of $10.4 million and $9.8 million, respectively.
During the year ended December 31, 2024, the Company issued and sold 18,262,622 shares of Class A common stock for the gross and net proceeds of $139.0 million and $135.5 million, respectively, while during the year ended December 31, 2023, the Company issued and sold 1,737,378 shares of Class A common stock for the gross and net proceeds of $10.4 million and $9.8 million, respectively.
For the year ended December 31, 2022 , amounts totaling $4,246 and $3,504 were reclassified out of G&A expenses and into R&D expenses and Other expenses, respectively, while for the year ended December 31, 2021, amounts totaling $1,252 and $5,249, respectively, were reclassified out of G&A expenses and into R&D expenses and Other expenses, to conform to the current year presentation.
No such reclassifications were required for 2023. For the year ended December 31, 2022, amounts totaling $4.2 million and $3.5 million were reclassified out of G&A expenses and into R&D expenses and Other expenses, respectively, to conform to the current year presentation. No such reclassification was required in 2023.
We also believe site-approvals by our customers to be key to facilitating broader adoption of our products and services. Obtaining these approvals before others is critical in maintaining our competitive advantage. Key Components of Results of Operations We are an early-stage company and our historical results may not be indicative of our future results.
Other factors that we believe are critical to our future success are country-level approvals of our NPM design. We also believe site-approvals by our customers to be key to facilitating broader adoption of our products and services. Obtaining these approvals before others is critical in maintaining our competitive advantage.
As a result of these plans, we believe we will have sufficient funds available to cover required R&D activities and operating cash needs for the next twelve months.
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.
Comparison of Cash Flows for the Years Ended December 31, 2023 and 2022 The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below: Year Ended December 31, (in thousands) 2023 2022 2021 Net cash used in operating activities $ (183,254) $ (148,609) (99,162) Net cash provided by (used in) investing activities 48,275 (52,332) (1,952) Net cash provided by financing activities 16,127 368,064 173,344 Net change in cash, cash equivalents and restricted cash $ (118,852) $ 167,123 $ 72,230 Cash Flows used in Operating Activities Net cash used in our operating activities increased during year ended December 31, 2023 due to the Release Agreement payment to CFPP LLC in the amount of $49.8 million, partially offset by a buildup of our accounts payables and accruals associated with the manufacture of our long-lead materials. 43 Cash Flows used in Investing Activities Investing cash flows generally reflect capital expenditures on computer equipment and software.
Comparison of Cash Flows for the Years Ended December 31, 2023 and 2022 Cash Flows used in Operating Activities Net cash used in our operating activities increased during year ended December 31, 2023 due to the Release Agreement payment to CFPP LLC in the amount of $49.8 million, partially offset by a buildup of our accounts payables and accruals associated with the manufacture of our long-lead materials. 43 Cash Flows used in Investing Activities Investing cash flows generally reflect capital expenditures on computer equipment and software.
We exclude all taxes assessed by governmental authorities from our measurement of transaction prices that are both 44 (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales.
We continuously monitor factors that may affect the quality of our estimates, and material changes in estimates are disclosed accordingly. We exclude all taxes assessed by governmental authorities from our measurement of transaction prices that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers.
Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52. On July 31, 2023, the NRC formally announced that it has accepted the Company’s SDA Application for review.
Regulatory Approvals In January 2023, the Company submitted an SDA Application and the associated licensing topical reports to the NRC for a NuScale’s 6-unit 77 MWe NPM design. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval to be received by July 31, 2025. Other factors that we believe are critical to our future success are country-level approvals of our NPM design.
On July 31, 2023, the NRC formally announced that it has accepted the Company’s SDA Application for review. Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval to be received by mid-year 2025.
Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Revenue recognition and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, penalty provisions, labor productivity and cost estimates.
The only significant contract with variable consideration outstanding at December 31, 2024, is a time and material contract that will be recognized as services are provided, until the customer’s goals are achieved or the contract terminates. 44 Revenue recognition and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, penalty provisions, labor productivity and cost estimates.
We allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on contracts that has not been billed to customers is classified as a current asset under accounts and other receivables on the consolidated balance sheet.
For performance obligations satisfied over time we use the cost to cost input method to estimate the amount to recognize. Revenue recognized on contracts that has not been billed to customers is classified as a current asset under accounts and other receivables on the consolidated balance sheet.
(“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”), a wholly owned subsidiary of Spring Valley.
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.
As of December 31, 2023 , we have 18,262,622 shares authorized and available under the ATM program at an aggregate sales price of up to $139.6 million of Class A common stock remained eligible for sale under the ATM Program.
As of December 31, 2024 , we have 21,735,476 shares of Class A common stock, at an aggregate sales price up to $128.8 million, eligible for sale under the ATM Program. Previous to the current ATM Program, the Company fully utilized a similar agreement under which the Company offered and sold 20,000,000 shares of the Company’s Class A common stock.
In December 2022, we signed a contract for Front-End Engineering and Design (“FEED”) work with RoPower Nuclear S.A, owned by S.N. Nuclearelectrica S.A. and Nova Power & Gas S.A., entities that operate under the authority of the Romanian Ministry of Energy, to advance the deployment of our NPMs to Romania.
In December 2022, we signed a contract for Front-End Engineering and Design (“FEED”) work with RoPower to advance the deployment of our NPMs to Romania. Under Phase 1 of the contract, we defined the major site and specific inputs for a NuScale 6-module power plant to be deployed at the Doicesti Power Station site in Romania.
Amounts billed to clients in excess of revenue recognized are classified as a current liability under deferred revenue on the consolidated balance sheet. We recognize time and material contract revenue as incurred, while our cost plus fixed-fee contract revenue is recognized over time, matching continuous transfer of control to the customer.
Amounts billed to clients in excess of revenue recognized are classified as a current liability under deferred revenue on the consolidated balance sheet. NuScale has also executed contracts that include variable consideration. The variable consideration is recognized subject to appropriate constraints, as required by GAAP, to avoid a significant reversal of revenue in future periods.
Removed
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 are not included in this report, and can 38 be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in NuScale Power Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the United States Securities and Exchange Commission (the “SEC”) on March 16, 2023.
Added
Upon final settlement of the LLM Agreement, and once DOE is compensated for its investment in the LLM (stemming from DOE’s funding under its cost share agreement with CFPP LLC), NuScale will obtain all rights and obligations associated with the LLM.
Removed
Once we reimburse these costs and terminate the LLM Agreement, we are entitled to the long-lead materials (“LLM”) purchased under the LLM Agreement; however, because the Company is still in discussion with DOE regarding the means and timing for lifting a DOE lien on the long-lead materials (stemming from DOE’s funding under its cost share agreement with CFPP, LLC).
Added
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.
Removed
We may have to pay costs to DOE (in addition to the refund to CFPP LLC) to obtain the long-lead materials free of DOE liens in order to use the long-lead materials for a project at the CFPP site or for another customer.
Added
In doing so, management was able to implement various internal cost optimization measures, which resulted in savings in personnel costs of $8.4 million and professional fees of $50.4 million. Further, the 2023 fiscal year saw the termination of the CFPP contract and the Release Agreement payment and expense of $49.8 million.
Removed
Until the Company formalizes an agreement with DOE and CFPP, LLC regarding disposition of the long-lead materials, there is no guarantee we will be able to use such materials in another project. 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.
Added
G&A Expenses G&A expenses increased as a result of higher marketing and advertising spend as we continue to build brand recognition across the globe, the write-off of uncollectible receivables and professional fees to help the Company navigate from an R&D-based company to a commercial company.
Removed
Under Phase 1 of the contract, we will define the major site and specific inputs for a VOYGR-6 SMR power plant to be deployed at the Doicesti Power Station site in Romania. We expect the site in Romania to use six modules and to be commercially operable as early as 2029- 2030.
Added
Other Expense Other expenses decreased as a result of savings associated with management’s cost optimization measures and decrease in discretionary spending resulting in savings of $9.8 million in personnel costs, equity-based compensation and general costs.
Removed
We have over 100 potential target customers in addition to RoPower, as well as ten potential customers across seven countries that we consider highly interested customers who are considering an NPM power plant deployment in the late 2020s or early 2030s.
Added
Sponsored Cost Share Sponsored cost share decreased due to the Company hitting the cost share cap with DOE, USTDA and RoPower and the termination of the CFPP contract.
Removed
Regulatory Approvals In January 2023, the Company submitted a Standard Design Approval (SDA) Application and the associated licensing topical reports to the NRC for a NuScale’s 6-unit 77 MWe NPM design.
Added
Change in fair value of warrant liabilities The price of the Warrants, which is used to calculate their fair value, has significantly increased year-over year driven by a rising stock price as the market realizes the advantages NuScale’s technology brings to the energy industry, and the Company redeemed all outstanding Warrants in the fourth quarter of the 2024 fiscal year.
Removed
No such reclassifications were required for the other years.
Added
Foreign income taxes During the 2024 fiscal year, the Company executed a contract with an entity based out of Romania resulting in income tax being withheld to pay the Romanian taxing authority.
Removed
Revenue The increase in revenue was attributable to activities in support of the Engineering, Procurement and Construction Development Agreement for CFPP, as well as nuclear technologies consulting services.
Added
Comparison of the Years Ended December 31, 2023 and 2022 Changes in Presentation For the year ended December 31, 2022, sponsored cost share totaling $0.2 million that was previously included in Interest income (expense) has been reclassified to Sponsored cost share to conform to the current year presentation on the accompanying consolidated statements of operations.
Removed
The aggregate compensation paid to the sales agent in connection with the sales was $0.3 million during the year ended December 31, 2023 .
Added
During the year ended December 31, 2024, the Company issued and sold 3,264,524 shares of Class A common stock for the gross and net proceeds of $71.2 million and $69.2 million, respectively.
Removed
These factors combined with the execution of the Release Agreement with CFPP LLC have impacted our cash flow from operations during the year ended December 31, 2023 and on our forecasted cash flow from operations during the 2024 fiscal year. In January 2024, management implemented cost reduction measures which included a workforce reduction of 154 full-time employees.
Added
Subsequent to December 31, 2024, the Company issued and sold 4,548,127 shares of Class A common stock for the gross and net proceeds of $102,416 and $99,855, respectively, under the ATM Program.
Removed
Management is currently in active negotiations with potential customers to secure revenue producing contracts. Should the execution of customer contracts or capital raising activities be delayed, management plans to implement a phased cost reduction program within our control to reduce cash outflows, as needed, during the next twelve months.
Added
On November 19, 2024, the Company provided notice in accordance with its Warrant Agreement dated November 23, 2020 between the Company and Continental Stock Transfer & Trust Company, as warrant agent, of the redemption of all Warrants outstanding as of 5:00 p.m., New York City time, on December 19, 2024 (the “Redemption Time”).
Removed
The Company accounts for these contracts as a single performance obligation and recognizes revenue using the percentage-of-completion (“POC”) method, based primarily on contract cost incurred to date compared to total estimated contract cost.
Added
As of the Redemption Time, 599,440 Warrants were outstanding and were redeemed by NuScale for $0.01 per Warrant. During the year ended December 31, 2024, Warrant holders exercised 17,859,261 Warrants for Class A common shares and $205.4 million in cash. There were no Warrants outstanding as of December 31, 2024.
Removed
The POC method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level.
Added
During the year ended December 31, 2024, the Company executed two revenue generating agreements in relation to the advancement of Doicesti project Phase 2 Front-End Engineering Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicesti, Romania.
Removed
Variable consideration is included in the estimate of transaction price only to the extent that a significant reversal would not be probable. We continuously monitor factors that may affect the quality of our estimates, and material changes in estimates are disclosed accordingly.
Added
On January 5, 2024, NuScale announced a plan to reduce the Company’s workforce by 154 full-time employees, or 28%, in order to continue our transition from an R&D-based company to a commercial company. This resulted in a one-time charge of $3.2 million during the year ended December 31, 2024, and is included in Other expenses on our consolidated income statement.
Removed
Emerging Growth Company Accounting Election Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.
Added
However, considering that we have not yet completed the development of a commercial product and have minimal revenue to date, we may require additional funds in future years. Further, management plans to prudently manage its expenses and cash reserves into the future, recognizing the need to secure additional customer commitments to support long-term operations.
Removed
The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-EGCs, and any such election to not take advantage of the extended transition period is irrevocable.
Added
For additional information on our potential need for future funding, see the section of this Annual Report on Form 10-K entitled “Risk Factors”.
Removed
We expect to be an EGC at least through the end of 2024 and will have the benefit of the extended transition period. We intend to take advantage of the benefits of this extended transition period.
Added
The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below: Year Ended December 31, (in thousands) 2024 2023 2022 Net Cash Used in Operating Activities $ (108,666) $ (183,254) (148,609) Net Cash (Used) Provided by Investing Activities (39,849) 48,275 (52,332) Net Cash Provided by Financing Activities 429,806 16,127 368,064 Net Change in Cash, Cash Equivalents and Restricted Cash $ 281,291 $ (118,852) $ 167,123 Comparison of Cash Flows for the Years Ended December 31, 2024 and 2023 Cash Flows used in Operating Activities Net cash used in our operating activities decreased during the year ended December 31, 2024, as management was able to implement cost optimization measures while transitioning from an R&D company to a commercial company.
Added
In addition, the Company did not incur any termination fees similar to the $49.8 million payment to CFPP associated with the Release Agreement made in the 2023 fiscal year. Cash Flows used in Investing Activities The majority of the Company’s investing cash flows result from the purchase and sale of short-term investments, with minimal capital expenditures annually.
Added
Cash Flows provided by Financing Activities The Company’s financing activities consist of proceeds arising from utilizing our ATM sales and the exercise of options and warrants. The current year saw much higher ATM activity, as management took advantage of a rising stock price to increase our cash balance by $204.6 million as we continue to fund business development measures.
Added
In connection with NuScale’s announced redemption of the outstanding Warrants, Warrant exercises prior to the redemption time on December 19, 2024 resulted in approximately $205.4 million in proceeds, while the remaining increase in cash resulted from stock option exercises.
Added
Effective January 1, 2025, the Company entered into sales and marketing agreements in the amount of $34.8 million for services to be performed ratably over the 2025 fiscal year.

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