NuScale Power Corp Files 8-K: Material Agreement
Ticker: SMR · Form: 8-K · Filed: Sep 2, 2025
Sentiment: neutral
Topics: material-agreement, filing
TL;DR
NuScale Power signed a big deal on 8/27. Check the exhibits.
AI Summary
NuScale Power Corporation entered into a material definitive agreement on August 27, 2025. The filing also includes financial statements and exhibits. NuScale Power Corporation is incorporated in Delaware and headquartered in Corvallis, Oregon.
Why It Matters
This filing indicates a significant new agreement for NuScale Power, which could impact its future business operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.
Key Numbers
- 001-39736 — SEC File Number (Identifies the company's filing history with the SEC.)
- 98-1588588 — IRS Employer Identification No. (Tax identification number for the company.)
Key Players & Entities
- NuScale Power Corporation (company) — Registrant
- August 27, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Corvallis, OR (location) — Principal executive offices
- SPRING VALLEY ACQUISITION CORP. (company) — Former company name
FAQ
What is the nature of the material definitive agreement entered into by NuScale Power Corporation?
The filing states that NuScale Power Corporation entered into a material definitive agreement on August 27, 2025, but the specific details of the agreement are not provided in this excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on August 27, 2025.
In which state is NuScale Power Corporation incorporated?
NuScale Power Corporation is incorporated in Delaware.
What is NuScale Power Corporation's principal executive office address?
NuScale Power Corporation's principal executive offices are located at 1100 NE Circle Blvd., Suite 200, Corvallis, OR 97330.
What was NuScale Power Corporation's former company name?
NuScale Power Corporation's former company name was SPRING VALLEY ACQUISITION CORP.
Filing Stats: 1,673 words · 7 min read · ~6 pages · Grade level 18.3 · Accepted 2025-09-02 09:11:05
Key Financial Figures
- $0.0001 — which registered Class A common stock, $0.0001 par value per share SMR New York Stock
- $35,000,000 — contribution amount in the range of USD$35,000,000 to USD$55,000,000 (the "Partnership Con
- $55,000,000 — nt in the range of USD$35,000,000 to USD$55,000,000 (the "Partnership Contribution") to be
Filing Documents
- smr-20250827.htm (8-K) — 54KB
- a101-partnershipmileston.htm (EX-10.1) — 37KB
- a102-finalguarantyagreem.htm (EX-10.2) — 11KB
- a101-partnershipmileston001.jpg (GRAPHIC) — 214KB
- a101-partnershipmileston002.jpg (GRAPHIC) — 238KB
- a101-partnershipmileston003.jpg (GRAPHIC) — 221KB
- a101-partnershipmileston004.jpg (GRAPHIC) — 244KB
- a101-partnershipmileston005.jpg (GRAPHIC) — 268KB
- a101-partnershipmileston006.jpg (GRAPHIC) — 266KB
- a101-partnershipmileston007.jpg (GRAPHIC) — 240KB
- a101-partnershipmileston008.jpg (GRAPHIC) — 260KB
- a101-partnershipmileston009.jpg (GRAPHIC) — 248KB
- a101-partnershipmileston010.jpg (GRAPHIC) — 119KB
- a101-partnershipmileston011.jpg (GRAPHIC) — 43KB
- a102-finalguarantyagreem001.jpg (GRAPHIC) — 232KB
- a102-finalguarantyagreem002.jpg (GRAPHIC) — 281KB
- a102-finalguarantyagreem003.jpg (GRAPHIC) — 126KB
- a102-finalguarantyagreem004.jpg (GRAPHIC) — 49KB
- 0001822966-25-000144.txt ( ) — 4443KB
- smr-20250827.xsd (EX-101.SCH) — 2KB
- smr-20250827_lab.xml (EX-101.LAB) — 22KB
- smr-20250827_pre.xml (EX-101.PRE) — 13KB
- smr-20250827_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On and effective August 27, 2025, NuScale Power, LLC ("NuScale LLC"), a subsidiary of NuScale Power Corporation (the "Company"), entered into a Partnership Milestones Agreement (the "PMA") with ENTRA1 Energy LLC ("ENTRA1"), pursuant to which NuScale LLC advances its strategic relationship with ENTRA1 by providing NuScale's SMR technology equipment as a key supplier for future ENTRA1 energy projects. Through the PMA, NuScale LLC will provide a contribution amount in the range of USD$35,000,000 to USD$55,000,000 (the "Partnership Contribution") to be allocated to a NuScale Power Module ("NPM") to be placed in contemplated ENTRA1 projects or power plants (each, an "Energy Project"). The Partnership Contribution reflects the historical commercial understandings between NuScale LLC and ENTRA1, and has consistently been included in NuScale LLC's pricing structure. Under the PMA, NuScale's Partnership Contribution amount is disbursed in tranches triggered upon successful achievement of certain commercial and developmental milestones of significance to NuScale LLC, as follows: (i) 15% of the Partnership Contribution shall be disbursed upon the execution of a non-binding term sheet, memorandum of understanding, letter of intent, or framework agreement with a Third Party (as defined in the PMA) related to the development of an Energy Project, (ii) 35% of the Partnership Contribution shall be disbursed upon execution of a binding power purchase agreement, energy off-take agreement or documentation with a Third Party in connection with development of an Energy Project or the deployment or delivery of one or more NPMs into a potential Energy Project, and (iii) 50% of the Partnership Contribution shall be disbursed upon the execution of an original equipment manufacturing agreement with NuScale LLC for NPMs or another form of binding documentation in connection with the purchase or deployment of NPMs. The initial term of
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. 10.1 Partnership Milestones Agreement, dated August 27, 2025, by and between NuScale Power, LLC and ENTRA1 Energy LLC.# 10.2 Guaranty Agreement by and between NuScale Power Corporation , NuScale Power, LLC and ENTRA1 Energy LLC, dated August 27, 2025 . # 104 Cover Page Interactive Data File (formatted as Inline XBRL). # As permitted by Regulation S-K, Item 601(b)(10)(iv)of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document.
Forward-Looking Statements
Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements may be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "foresee," "intend," "may," "plan," "project," "should," "will," and "would" and the negative of these terms or other similar expressions. Forward-looking statements in this Current Report on Form 8-K include, among other things, statements about the anticipated placement of NPMs in Energy Projects, entry by NuScale LLC into any original equipment manufacturing agreement with ENTRA1, and the Company's expectation that its contributions will advance Energy Projects by ENTRA1 and accelerate deployment of NPMs. Actual results may differ materially as a result of a number of factors, including, among other things, the Company's liquidity and ability to raise capital; the Company's use of assumptions and estimates in modeling the financial impact of the Partnership Milestones Agreement; NuScale's ability to make payments under the Partnership Milestones Agreement, and the timing thereof; the Company's ability to make payments under the Guaranty, and the timing thereof; the Company's failure to receive new contract awards; cost overruns, project delays or other problems arising from project execution activities, including the failure to meet cost and schedule estimates; our expectations regarding regulatory approvals, and the timing thereof, to deploy our SMRs in the United States and abroad; changes in trade policy, including the imposition and effect of tariffs; forecasts regarding end-user adoption rates and demand for our products in the markets that are new a