UNITED STATED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
UNDER
THE SECURITIES ACT OF 1933
CURRENT REPORT Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2021
SPRING
VALLEY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39736 | 98-1588588 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
2100 McKinney Ave., Suite 1675
Dallas, Texas 75201
(Address of principal executive offices, including zip code)
(214) 308-5230
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading 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 Stock Market LLC | ||
| Class A ordinary shares included as part of the units | SV | The Nasdaq Stock Market LLC | ||
| 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 Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies” (“SPACs”) (the “Statement”). In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on November 27, 2020, the outstanding warrants (“Warrants”) to purchase ordinary shares of Spring Valley Acquisition Corp. (the “Company”) were accounted for as equity within the Company’s financial statements, and after discussion and evaluation, including with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC (“Withum”), the Company has concluded that its warrants should be presented as liabilities as of the IPO date reported at fair value with subsequent fair value remeasurement at each reporting period.
On May 3, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s financial statements for the period from August 20, 2020 (Inception) through December 31, 2020 (the “Non-Reliance Period”) as included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021 (the "Original Form 10-K") should no longer be relied upon due to changes required to reclassify the Warrants as liabilities to align with the requirements set forth in the Statement. The Company has discussed this approach with Withum and prepared an amendment (the “Amended Form 10-K”) to its Original Form 10-K reflecting this reclassification of the Warrants for the Non-Reliance Period. Concurrently with the filing of this Current Report on Form 8-K, the Company is filing the Amended Form 10-K which includes restated financial statements that reflect the revised valuation of the Warrants.
Similarly, press releases, earnings releases and investor presentations or other communications describing the Company’s financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon. In addition, the audit report of Withum included in the Company’s Original Form 10-K should no longer be relied upon.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Spring Valley Acquisition Corp. |
| By: | /s/ Christopher Sorrells | |
| Name: Christopher Sorrells Title: Chief Executive Officer | ||
Dated: May 7, 2021