UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NuScale Power Corporation
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
67079K 100
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 67079K 100
| 1 | NAMES OF REPORTING PERSONS
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Republic of Korea |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
| 6 | SHARED
VOTING POWER 6,118,912 shares (1) | |
| 7 | SOLE
DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 6,118,912 shares (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,118,912 (1) |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%(2) |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
| (1) | Consists of (i) 2,138,705 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), of the Issuer directly held by NuScale Korea Holdings LLC (“NuScale Korea”), (ii) 3,677,787 shares of Class A Common Stock directly held by Next Tech 1 New Technology Investment Fund (“Next Tech 1”) and (iii) 302,420 shares of Class A Common Stock directly held by Next Tech 2 New Technology Investment Fund (“Next Tech 2”). IBKS is the sole general partner of IBKS SME Accelerating Private Equity Fund, which is, together with each of YJA SME M&A Private Equity Fund and Whale No.1 SME M&A Private Equity Fund, the member of NuScale Korea Ltd., which is the sole controlling person of NuScale Korea, with the indirect right to vote or dispose of the shares of Class B Common Stock held by NuScale Korea as a result of its indirect membership interest in NuScale Korea. In addition, IBKS is, together with BH Investment and Liberty Ltd., a co-general partner of Next Tech 1 and Next Tech 2, with the right to vote or dispose of the shares of Class A Common Stock held by Next Tech 1 and Next Tech 2. Each share of Class B Common Stock, when paired with one Class B Unit of NuScale Power, LLC, may be exchanged at the holder’s election for one share of Class A Common Stock. |
| (2) | Based on 51,871,216 shares of Class A Common Stock of the Issuer outstanding as of November 7, 2022, as reported in the Issuer’s Form 10-Q filed on November 14, 2022, plus 2,138,705 shares of Class B Common Stock held by NuScale Korea. |
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CUSIP No. 67079K 100
| Item 1(a). | Name of Issuer: |
NuScale Power Corporation
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6650 SW Redwood Lane, Suite 210
Portland, OR 97224
| Item 2(a). | Name of Persons Filing: |
This Amendment No.1 on Schedule 13G/A (this “Schedule 13G/A”) to the statement on Schedule 13G filed on May 2, 2022 (the “Schedule 13G”) is being filed by IBK Securities Co., Ltd., a corporation organized under the laws of the Republic of Korea (“IBKS”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
11 Gukjegeumyung-ro 6-gil, Yeongdeungpo-gu
Seoul 07330, Republic of Korea
| Item 2(c). | Citizenship: |
Republic of Korea
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, $0.0001 par value per share
| Item 2(e). | CUSIP Number: |
67079K 100
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: See the response to row 9 of the cover page of the Reporting Person. |
| (b) | Percent of Class: See the response to row 11 of the cover page of the Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See the response to row 5 of the cover page of the Reporting Person.
| (ii) | Shared power to vote or to direct the vote |
See the response to row 6 of the cover page of the Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of |
See the response to row 7 of the cover page of the Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of |
See the response to row 8 of the cover page of the Reporting Person.
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The Reporting Person is deemed a beneficial owner of shares of Class A Common Stock and Class B common stock, par value $0.0001 per share (“Class B Common Stock”), of the Issuer. Each share of Class B Common Stock, when paired with one Class B Unit of NuScale Power, LLC (“NuScale LLC”), may be exchanged at the holder’s election for one share of Class A Common Stock of NuScale Power Corporation.
The Reporting Person is, together with BH Investment and Liberty Ltd. (“BHI”), a co-general partner of Next Tech 1 New Technology Investment Fund (“Next Tech 1”) and Next Tech 2 New Technology Investment Fund (“Next Tech 2”). The Reporting Person and BHI, as co-general partners of Next Tech 1 and Next Tech 2, exercise the right to vote or dispose of the shares of Class A Common Stock held by Next Tech 1 and Next Tech 2 by unanimous consent of the co-general partners, and are therefore deemed to be beneficial owners of the shares of Class A Common Stock owned by Next Tech 1 and Next Tech 2.
In addition, the Reporting Person is the sole general partner of IBKS SME Accelerating Private Equity Fund (“IBKS SME”), which is, together with each of YJA SME M&A Private Equity Fund (“YJA SME”) and Whale No.1 SME M&A Private Equity Fund (“Whale No. 1”), the member of NuScale Korea Ltd. (“NuScale Ltd.”), which is the sole controlling person of NuScale Korea Holdings LLC (“NuScale Korea”), with the indirect right to vote or dispose of the shares of Class B Common Stock held by NuScale Korea as a result of its indirect membership interest in NuScale Korea.
Industrial Bank of Korea (“IBK”), as the controlling person of the Reporting Person, and the Republic of Korea Ministry of Economy and Finance (“MOEF”), as the controlling person of IBK, are deemed to be indirect beneficial owners of the shares of Class A Common Stock held by Next Tech 1 and Next Tech 2, and the shares of Class B Common Stock owned by NuScale Korea.
NuScale LLC and Doosan Enerbility Co., Ltd. (“Doosan”) are parties to a Master Services Agreement, dated as of April 29, 2019, in relation to manufacturing consulting services for the NuScale Power Module™. Relatedly, NuScale LLC and Doosan are parties to a Business Collaboration Agreement, dated as of July 31, 2019, as amended by the First Amendment to Business Collaboration Agreement, dated as of November 15, 2019, as further amended by the Second Amendment to Business Collaboration Agreement, dated as of December 19, 2019, and as further amended by the Third Amendment to Business Collaboration Agreement, dated as of July 5, 2021 (collectively, the “BCA”), pursuant to which the scope of Doosan’s preferential rights pursuant to such Master Services Agreement is increased based on investments previously made by Doosan, NuScale Korea, Next Tech 1, Next Tech 2 and Next Tech 3 New Technology Investment Fund (“Next Tech 3”). Due to the current relationship among the Reporting Person, Doosan, NuScale Korea, Next Tech 1, Next Tech 2 and Next Tech 3 (as well as the indirect beneficial owners of the shares of Class B Common Stock named above), with respect to the BCA, the Reporting Person, IBKS SME, YJA SME, Whale No. 1, NuScale Korea, NuScale Ltd., IBK and MOEF disclaim their status as members of a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the shares of Class A Common Stock or Class B Common Stock, as applicable, beneficially owned by each entity.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: February 13, 2023
| IBK Securities Co., Ltd. | ||
|
By: |
/s/ Chan Geol Moon | |
| Name: | Chan Geol Moon | |
| Title: | Managing Director, Head of Business Management Division | |
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