UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended June 30, 2021

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

For the transition period from to

Commission file number: 001-39736

SPRING VALLEY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)



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


2100 McKinney Ave., Suite 1675 Dallas, TX		75201
(Address of principal executive offices)		(Zip Code)

(214) 308-5230

(Issuer’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	SVSVU	The Nasdaq Capital Market
Class A ordinary shares included as part of the units	SV	The Nasdaq Capital Market
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SVSVW	The Nasdaq Capital Market

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of August 12, 2021, there were 23,000,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Condensed Balance Sheets	1

	Condensed Statements of Operations (unaudited)	2

	Condensed Statements of Changes in Shareholders’ Equity (unaudited)	3

	Condensed Statement of Cash Flows (unaudited)	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20

Item 4.	Control and Procedures	20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

SIGNATURES		24


	June 30,		December 31,
	2021		2020
	(Unaudited)
ASSETS
Cash	$	1,316,994	$	1,906,348
Prepaid expenses		171,191		237,088
Total current assets		1,488,185		2,143,436
Investments held in trust account		232,313,494		232,301,973
Total assets	$	233,801,679	$	234,445,409

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	21,438	$	—
Accrued expenses		82,283		49,934
Total current liabilities		103,721		49,934
Deferred underwriting fees payable		8,050,000		8,050,000
Derivative warrant liabilities		28,686,000		33,660,000
Total liabilities		36,839,721		41,759,934

Commitments and Contingencies (Note 6)

Ordinary shares subject to possible redemption, 19,006,134 and 18,582,720 shares issued and outstanding as of June 30, 2021 and December 31, 2020 shares at redemption value as of June 30, 2021 and December 31, 2020, respectively		191,961,950		187,685,474

Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020		—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 3,993,866 and 4,417,280 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. (excluding 19,006,134 and 18,582,720 shares subject to possible redemption as of June 30, 2021 and December 31, 2020, respectively.)		399		442
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 issued and outstanding as of June 30, 2021 and December 31, 2020		575		575
Additional paid-in capital		13,668,974		17,970,408
Accumulated deficit		(8,669,940)		(12,971,424)
Total shareholders' equity		5,000,008		5,000,001
Total Liabilities and Shareholders' Equity	$	233,801,679	$	234,445,409


	Three Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2021		2021

Formation and operating costs	$	384,977	$	684,037
Loss from operations		(384,977)		(684,037)
Gain on investments, dividends and interest, held in Trust Account		5,792		11,521
Change in fair value of derivative warrant liabilities		(4,054,000)		4,974,000
Loss before income tax expense		(4,433,185)		4,301,484
Net Income (Loss)	$	(4,433,185)	$	4,301,484

Weighted average shares outstanding of Class A redeemable ordinary shares		23,000,000		23,000,000
Basic and diluted net income per ordinary share, Class A	$	0.00	$	0.00
Weighted average shares outstanding of Class B non-redeemable ordinary shares		5,750,000		5,750,000
Basic and diluted net income (loss) per ordinary share, Class B	$	(0.77)	$	0.75


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance as of January 1, 2021	4,417,280	$	442	5,750,000	$	575	$	17,970,408	$	(12,971,424)	$	5,000,001
Excess cash received over fair value of Private Placement Warrants	—		—	—		—		—		—		—
Change in value of Class A ordinary shares subject to possible redemption	(862,344)		(87)	—		—		(8,734,582)		—		(8,734,669)
Net income	—		—	—		—		—		8,734,669		8,734,669
Balance as of March 31, 2021	3,554,936	$	355	5,750,000	$	575	$	9,235,826	$	(4,236,755)	$	5,000,001
Change in value of Class A ordinary shares subject to possible redemption	438,930		44	—		—		4,433,148		—		4,433,192
Net loss	—		—	—		—		—		(4,433,185)		(4,433,185)
Balance as of June 30, 2021	3,993,866	$	399	5,750,000	$	575	$	13,668,974	$	(8,669,940)	$	5,000,008


	For the Three		For the Six
	Months Ended		Months Ended
	June 30,		June 30,
	2021		2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Gain on marketable securities (net), dividends and interest, held in Trust Account	$	5,792	$	11,521
Less: Income and Franchise Tax		—		—
Net Earnings allocable to Redeemable Class A Ordinary Shares	$	5,792	$	11,521

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		23,000,000		23,000,000
Basic and diluted net earnings per share, Redeemable Class A	$	0.00	$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net loss	$	(4,433,185)	$	4,301,484
Less: Net Earnings allocable to Redeemable Class A Ordinary Shares		5,792		11,521
Net (Loss) Income attributable to Non-Redeemable Class B Ordinary Shares	$	(4,438,977)	$	4,289,963

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B		5,750,000		5,750,000
Basic and diluted net loss per share, Non-Redeemable Class B	$	(0.77)	$	0.75


		June 30,		December 31,
Asset	Level	2021		2020
U.S. Treasury Securities Money Market Fund	1	$	232,313,494	$	232,301,973


	Level 1		Level 2		Level 3		Total
Warrant liabilities as of December 31, 2020:
Public Warrants	$	18,975,000	$	—	$	—	$	18,975,000
Private Placement Warrants		—		—		14,685,000		14,685,000
Total Warrant liabilities as of December 31, 2020	$	18,975,000	$	—	$	14,685,000	$	33,660,000
Warrant liabilities as of June 30, 2021:
Public Warrants	$	15,870,000	$	—	$	—	$	15,870,000
Private Placement Warrants		—		—		12,816,000		12,816,000
Total warrant liabilities as of June 30, 2021	$	15,870,000	$	—	$	12,816,000	$	28,686,000


	As of			As of
	December 31, 2020			June 30, 2021
Exercise price	$	11.50		$	11.50
IPO price	$	10.00		$	10.00
Implied stock price range (or underlying asset price at December 31, 2020)	$	10.12		$	10.01
Volatility		21	%		19.75	%
Term		5.70			5.25
Risk-free rate		0.46	%		0.91	%
Dividend yield		0.0	%		0.0	%


	Private Placement
	Warrant Liability
Fair value, December 31, 2020	$	14,685,000
Recognized gain on change in fair value		1,869,000
Fair value, June 30, 2021	$	12,816,000


No.		Description of Exhibit
1.1		Underwriting Agreement, dated as of November 23, 2020, among the Company and Cowen and Company, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. ⁽¹⁾
4.1		Warrant Agreement, dated as of November 23, 2020, between Continental Stock Transfer & Trust Company and the Company. ⁽¹⁾
10.1		Private Placement Warrants Purchase Agreement, dated as of November 23, 2020, between the Company and the Sponsor. ⁽¹⁾
10.2		Investment Management Trust Account Agreement, dated as of November 23, 2020, between Continental Stock Transfer & Trust Company and the Company. ⁽¹⁾
10.3		Registration and Shareholder Rights Agreement, dated as of November 23, 2020, between the Company and the Sponsor. ⁽¹⁾
10.4		Letter Agreement, dated as of November 23, 2020, between the Company, the Sponsor and each of the officers and directors of the Company. ⁽¹⁾
10.5		Administrative Services Agreement, dated as of November 23, 2020, between the Company and the Sponsor. ⁽¹⁾
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	SPRING VALLEY ACQUISITION CORP.

Date: August 12, 2021		/s/ Christopher Sorrells
	Name:	Christopher Sorrells
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 12, 2021		/s/ Jeffrey Schramm
	Name:	Jeffrey Schramm
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Spring Valley Acquisition Corp.