Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* 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 (“Act”) 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. 67079K100 | Page 2 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
Doosan Enerbility Co., Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
3,902,061 (1) |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
3,902,061 (1) |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,902,061 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
8.4% (2) |
12 |
TYPE OF REPORTING PERSON
CO |
(1) |
Consists of 3,902,061 shares of Class B common stock, par value $0.0001 per share, of NuScale Power Corporation (“Class B Common Stock”) directly held by Doosan Enerbility Co., Ltd. (“Doosan”). 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, par value $0.0001 per share of NuScale Power Corporation (“Class A Common Stock”). |
(2) |
Based on an aggregate of 42,494,708 shares of Class A Common Stock issued and outstanding as of August 9, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 12, 2022, plus 3,902,061 shares of Class B Common Stock held by Doosan. |
CUSIP No. 67079K100 | Page 3 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
Next
Tech 1 New Technology Investment Fund |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
4,241,765 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
4,241,765 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,241,765 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
9.1% (2) |
12 |
TYPE OF REPORTING PERSON
OO |
(1) |
Consists of 4,241,765 shares of Class B Common Stock directly held by Next Tech 1 New Technology Investment Fund (“Next Tech 1”). 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 an aggregate of 42,494,708 shares of Class A Common Stock issued and outstanding as of August 9, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2022, plus 4,241,765 shares of Class B Common Stock held by Next Tech 1. |
CUSIP No. 67079K100 | Page 4 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
Next
Tech 3 New Technology Investment Fund |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
4,512,729 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
4,512,729 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,512,729 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
9.6% (2) |
12 |
TYPE OF REPORTING PERSON
OO |
(1) |
Consists of 4,512,729 shares of Class B Common Stock directly held by Next Tech 3 New Technology Investment Fund (“Next Tech 3”). 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 an aggregate of 42,494,708 shares of Class A Common Stock issued and outstanding as of August 9, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2022, plus 4,512,729 shares of Class B Common Stock held by Next Tech 3. |
CUSIP No. 67079K100 | Page 5 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
BH Investment and Liberty
Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
4,614,185 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
4,614,185 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,614,185 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
9.8% (2) |
12 |
TYPE OF REPORTING PERSON
CO |
(1) |
Consists of (i) 4,241,765 shares of Class B Common Stock directly held by Next Tech 1 and (ii) 372,420 shares of Class A Common Stock directly held by Next Tech 2 New Technology Investment Fund (“Next Tech 2”). BH Investment and Liberty Ltd. (“BHI”) is, together with IBK Securities Co., Ltd. (“IBKS”), the co-general partner of Next Tech 1 and Next Tech 2, with the right to vote or dispose of the shares of Class B 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 an aggregate of 42,494,708 shares of Class A Common Stock issued and outstanding as of August 9, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2022, plus 4,241,765 shares of Class B Common Stock held by Next Tech 1 and 372,420 shares of Class A Common Stock held by Next Tech 2. |
CUSIP No. 67079K100 | Page 6 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
Dae Seok Bae |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
4,614,185 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
4,614,185 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,614,185 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
9.8% (2) |
12 |
TYPE OF REPORTING PERSON
IN |
(1) | Consists of (i) 4,241,765 shares
of Class B Common Stock directly held by Next Tech 1 and (ii) 372,420 shares of Class A Common Stock directly held by Next Tech 2. BHI
is, together with IBKS, the co-general partner of Next Tech 1 and Next Tech 2, with the right to vote or dispose of the shares of Class
B Common Stock held by Next Tech 1 and Next Tech 2. Dae Seok Bae is the sole controlling person of BHI and therefore is deemed to be
an indirect beneficial owner of the shares of Class B 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 an aggregate of 42,494,708 shares of Class A Common Stock issued and outstanding as of August 9, 2022, as reported on the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on
August 12, 2022, plus 4,241,765 shares of Class B Common Stock held by Next Tech
1 and 372,420 shares of Class A Common Stock held by Next Tech 2. |
CUSIP No. 67079K100 | Page 7 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
SB Partners Co., Ltd.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
0.0% |
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 67079K100 | Page 8 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
Hwaseung Industries Co.,
Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
0.0% |
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 67079K100 | Page 9 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
SAC Partners Co., Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
0.0% |
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 67079K100 | Page 10 of 18 Pages |
1 |
NAMES OF REPORTING PERSONS
Chang Sun Son
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ |
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
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
0.0% |
12 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 67079K100 | Page 11 of 18 Pages |
Explanatory Note:
This Amendment No. 1 is being filed to report that, as a result of
Next Tech 3 New Technology Investment Fund (“Next Tech 3”) adopting new governing documents that provide that the three
co-general partners, BH Investment and Liberty Ltd. (“BHI”), SB Partners Co.,
Ltd. (“SB”), and SAC Partners Co., Ltd. (“SAC”), will make voting and investment decisions with
respect to the shares of Class B Common Stock owned by Next Tech 3 by majority consent as opposed to unanimous consent, BHI, SB, SAC,
Dae Seok Bae (the sole controlling person of BHI), Hwaseung Industries Co., Ltd. (“Hwaseung”) (the sole controlling
person of SB), and Chang Sun Son (the sole controlling person of SAC) are no longer deemed to be indirect beneficial owners of the shares
of Class B Common Stock held by Next Tech 3.
Item 1. |
(a) |
Name of Issuer: |
NuScale Power Corporation, a Delaware corporation
|
(b) |
Address of Issuer’s Principal Executive Offices: |
6650 SW Redwood Lane, Suite 210
Portland, Oregon, 97224
Item 2. |
(a) |
Name of Person Filing: |
This Schedule 13G
is being filed jointly by:
|
(i) |
Doosan Enerbility Co., Ltd. (“Doosan”); |
|
|
|
|
(ii) |
Next Tech 1 New Technology Investment Fund (“Next Tech 1”); |
(each a “Reporting Person”
and, collectively, the “Reporting Persons”).
CUSIP No. 67079K100 | Page 12 of 18 Pages |
|
(b) |
Address of Principal Business Office or, if none, Residence: |
The address of principal business office of each of the
Reporting Persons is as follows:
Doosan
22, Doosanvolvo-ro, Seongsan-gu
Changwon-si 51711, Gyeongsangnam-do, Republic of Korea
Next Tech 1
11, Gukjegeumyung-ro 6-gil, Yeongdeungpo-gu
Seoul 05263, Republic of Korea
Next Tech 3
8, 301 Seocho-Daero, Seocho-Gu,
Seoul 06606, Republic of Korea
BHI and Dae Seok
Bae
9F, 21, Yeouidaebang-ro
67-gil, Yeongdeungpo-gu
Seoul 07333, Republic
of Korea
SB and Hwaseung
6F, 1079, Jungang-daero, Yeonje-gu
Busan 47540, Republic of Korea
SAC and Chang Sun
Son
#416, MagokGranTwin Tower B, 18, Magokjungang 4-ro, Gangseo-gu
Seoul 07631, Republic of Korea
See the response to row 4 of the cover page for each Reporting
Person.
|
(d) |
Title of Class of Securities: |
Class A common stock, par value $0.0001 per share (“Class
A Common Stock”)
67079K100
CUSIP No. 67079K100 | Page 13 of 18 Pages |
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: |
|
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
|
|
|
|
|
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
|
|
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:
(a) Amount Beneficially Owned: See the
response to row 9 of the cover page for each Reporting Person.
(b) Percent of Class: See the response
to row 11 of the cover page for each 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 for each Reporting Person.
(ii) Shared power to vote or to direct
the vote
See the response to row 6 of the cover
page for each Reporting Person.
(iii) Sole power to dispose or to direct
the disposition of
See the response to row 7 of the cover
page for each Reporting Person.
(iv) Shared power to dispose or to
direct the disposition of
See the response to row 8 of the cover
page for each Reporting Person.
CUSIP No. 67079K100 | Page 14 of 18 Pages |
Doosan, Next Tech 1, Next Tech 3, BHI, and Dae Seok Bae are deemed
beneficial owners of shares of Class B Common Stock. 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.
Doosan is a publicly traded entity listed on the Korea Stock Exchange
with no controlling shareholder.
On August 26, 2022, Next Tech
2 New Technology Investment Fund (“Next Tech 2”) exercised the option to exchange its 372,420 shares of Class B Common
Stock, each paired with one Class B Unit of NuScale Power, LLC, for 372,420 shares of Class A Common Stock.
On October 26, 2022, Next Tech 3 adopted new governing
documents that provide that the three co-general partners, BHI, SB, and SAC, will make voting and investment decisions with respect to
the shares of Class B Common Stock owned by Next Tech 3 by majority consent as opposed to unanimous consent. As a result, BHI, SB, SAC,
Dae Seok Bae (the sole controlling person of BHI), Hwaseung Industries Co., Ltd. (“Hwaseung”) (the sole controlling
person of SB), and Chang Sun Son (the sole controlling person of SAC) are no longer deemed to be indirect beneficial owners of the shares
of Class B Common Stock held by Next Tech 3. Additionally, SB, SAC, Hwaseung, and Chang Sun Son no longer have beneficial ownership of
any shares of Class A Common Stock or Class B Common Stock. BHI and Dae Seok Bae now have beneficial ownership under 10% and are no longer
subject to Section 16 under the Securities Exchange Act of 1934, as amended; however, they have not filed a Form 4 on the date hereof
because there has been no change to their pecuniary interest in the shares of Class B Common Stock held by Next Tech 3 (BHI retains its
pecuniary interest in the shares as a general partner of Next Tech 3 and Dae Seok Bae retains its pecuniary interest in the shares as
the sole controlling person of BHI, which, in each case, it had prior to the adoption of the new governing documents).
BHI, as the co-general partner of Next Tech 1, Next
Tech 2, and Next Tech 3, and Dae Seok Bae, as the controlling person of BHI, are deemed to be indirect beneficial owners of the
shares of Class B Common Stock owned by Next Tech 1 and the shares of Class A Common Stock owned by Next Tech 2.
BHI and IBK Securities Co., Ltd. (“IBKS”), the co-general
partner of Next Tech 1 and Next Tech 2, exercise the right to vote or dispose of the shares of Class B Common Stock held by Next Tech
1 and the shares of Class A Common Stock held by Next Tech 2 by unanimous consent of the co-general partners.
Additionally, IBKS is the sole general partner of IBKS SME Accelerating
Private Equity Fund, which is, together with YJA SME M&A Private Equity Fund and Whale No.1 SME M&A Private Equity Fund, the member
of NuScale Korea Ltd. (“NuScale Ltd.”), 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, as the controlling person of IBKS, and the Republic of
Korea Ministry of Economy and Finance, as the controlling person of the Industrial Bank of Korea, are deemed to be indirect beneficial
owners of the shares of Class B Common Stock owned by Next Tech 1 and NuScale Korea, and the shares of Class A Common Stock owned by Next
Tech 2.
NuScale LLC and 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.
Due to the current relationship among them with respect to the BCA,
Doosan, NuScale Korea, Next Tech 1, Next Tech 2 and Next Tech 3 (as well as the other Reporting Persons as their indirect beneficial owners)
disclaim their status as a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to
the shares of Class B Common Stock beneficially owned by each entity.
CUSIP No. 67079K100 | Page 15 of 18 Pages |
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following þ.
As a result of the events described in Item 4, SB, SAC, Hwaseung
and Chang Sun Son no longer have beneficial ownership of any shares of Class A Common Stock or Class B Common Stock.
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 |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
Item 9. |
Notice of Dissolution of Group |
Not applicable.
Each of the Reporting Persons hereby makes the following 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.
CUSIP No. 67079K100 | Page 16 of 18 Pages |
SIGNATURES
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: October 26, 2022
|
DOOSAN ENERBILITY CO., LTD. |
|
|
|
|
By: |
/s/ Kiyong Na |
|
Name: |
Kiyong Na |
|
Title: |
CEO of Nuclear BG |
|
|
|
|
Next Tech 1 New Technology Investment Fund |
|
|
|
|
By: |
/s/ Dae Seok Bae |
|
Name: |
Dae Seok Bae |
|
Title: |
Director |
|
|
|
|
Next Tech 3 New Technology Investment FunD |
|
|
|
|
By: |
Its Co-General Partner |
|
BH INVESTMENT AND LIBERTY LTD. |
|
|
|
|
By: |
/s/ Dae Seok Bae |
|
Name: |
Dae Seok Bae |
|
Title: |
Director |
|
|
|
|
By: |
Its Co-General Partner |
|
SB PARTNERS CO., LTD. |
|
|
|
|
By: |
/s/ Won Yong Jung |
|
Name: |
Won Yong Jung |
|
Title: |
Representative Director |
|
|
|
|
By: |
Its Co-General Partner |
|
SAC PARTNERS CO., LTD. |
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By: |
/s/ Chang Sun Son |
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Name: |
Chang Sun Son |
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Title: |
Director |
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BH Investment and Liberty Ltd. |
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By: |
/s/ Dae Seok Bae |
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Name: |
Dae Seok Bae |
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Title: |
Director |
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/s/ Dae Seok Bae |
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Name: |
Dae Seok Bae |
CUSIP No. 67079K100 | Page 17 of 18 Pages |
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SB Partners Co., Ltd. |
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By: |
/s/ Won Yong Jung |
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Name: |
Won Yong Jung |
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Title: |
Representative Director |
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Hwaseung Industries Co., Ltd. |
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By: |
/s/ Suk Ho Hyun |
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Name: |
Suk Ho Hyun |
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Title: |
CEO & Vice Chairman |
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SAC Partners CO., LTD. |
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By: |
/s/ Chang Sun Son |
|
Name: |
Chang Sun Son |
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Title: |
Director |
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|
|
/s/ Chang Sun Son |
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Name: |
Chang Sun Son |
CUSIP No. 67079K100 | Page 18 of 18 Pages |
EXHIBIT INDEX