Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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 11 Pages |
1 |
NAMES OF REPORTING PERSONS
Doosan Enerbility Co., Ltd. |
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
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)
7.5% (2) |
12 |
TYPE OF REPORTING PERSON
CO |
(1) |
Consists of 3,902,061 shares of Class A common stock, par value $0.0001 per share, of NuScale Power Corporation (“Class A Common Stock”) directly held by Doosan Enerbility Co., Ltd. (“Doosan”). |
|
|
(2) |
Based on an aggregate of 51,871,216 shares of Class A Common Stock issued and outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022. |
CUSIP No. 67079K100 |
Page 3 of 11 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) ☒ |
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
3,677,787 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
3,677,787 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,677,787 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
[7.1]% (2) |
12 |
TYPE OF REPORTING PERSON
OO |
(1) |
Consists of 3,677,787 shares of Class A Common Stock directly held by Next Tech 1 New Technology Investment Fund (“Next Tech 1”). |
|
|
(2) |
Based on an aggregate of 51,871,216 shares of Class A Common Stock issued and outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022. |
CUSIP No. 67079K100 |
Page 4 of 11 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) ☒ |
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
3,866,209 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
3,866,209 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,866,209 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
7.5% (2) |
12 |
TYPE OF REPORTING PERSON
OO |
(1) |
Consists of 3,866,209 shares of Class A Common Stock directly held by Next Tech 3 New Technology Investment Fund (“Next Tech 3”). |
|
|
(2) |
Based on an aggregate of 51,871,216 shares of Class A Common Stock issued and outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022. |
CUSIP No. 67079K100 |
Page 5 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS
BH Investment and Liberty Ltd.
|
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
3,980,207 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
3,980,207 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,980,207 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
7.7% (2) |
12 |
TYPE OF REPORTING PERSON
CO |
(1) |
Consists of (i) 3,677,787 shares of Class A Common Stock directly held by Next Tech 1 and (ii) 302,420 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 A Common Stock held by Next Tech 1 and Next Tech 2. |
|
|
(2) |
Based on an aggregate of 51,871,216 shares of Class A Common Stock issued and outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022. |
CUSIP No. 67079K100 |
Page 6 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS
Dae Seok Bae
|
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
3,980,207 (1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
3,980,207 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,980,207 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
7.7% (2) |
12 |
TYPE OF REPORTING PERSON
IN |
(1) |
Consists of (i) 3,677,787 shares of Class A Common Stock directly held by Next Tech 1 and (ii) 302,420 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 A 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 A Common Stock held by Next Tech 1 and Next Tech 2. |
|
|
(2) |
Based on an aggregate of 51,871,216 shares of Class A Common Stock issued and outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022. |
CUSIP No. 67079K100 |
Page 7 of 11 Pages |
Explanatory Note:
This Amendment No. 2 amends and supplements the Schedule 13G previously
filed by the Reporting Persons with the Securities and Exchange Commission on May 13, 2022 as amended
and supplemented by the Amendment No. 1 filed on October 26, 2022 (the “Original Schedule 13G”). This Amendment
No. 2 is being filed to report the sale of an aggregate of 1,280,498 shares of Class A Common Stock of the Issuer by certain of
the Reporting Persons through December 31, 2022. Except as specifically provided herein, this Amendment
No. 2 does not modify any of the information previously reported in the Original Schedule 13G.
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”); |
|
(iii) |
Next Tech 3 New Technology Investment Fund (“Next Tech 3”); |
|
(iv) |
BH Investment and Liberty Ltd. (“BHI”); and |
(each a “Reporting Person” and, collectively,
the “Reporting Persons”).
|
(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
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 8 of 11 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.
Doosan, Next Tech 1, Next Tech 3, BHI, and Dae Seok Bae are deemed
beneficial owners of shares of Class A Common Stock.
Doosan is a publicly traded entity listed on the Korea Stock Exchange
with no controlling shareholder.
CUSIP No. 67079K100 |
Page 9 of 11 Pages |
On November 16, 2022, Doosan, Next Tech 1, and Next Tech 3 exercised
the option to exchange their 3,902,061, 4, 241,765, and 4,512,729 shares of Class B Common Stock, each paired with one Class B Unit of
NuScale Power, LLC, for 3,902,061, 4,241,765, and 4,512,729 shares of Class A Common Stock, respectively. Subsequently, through December
31, 2022, each of Next Tech 1, Next Tech 2 New Technology Investment Fund (“Next Tech 2”), and Next Tech 3 sold certain
of their shares of Class A Common Stock. Each of Next 1, Next Tech 2, and Next Tech 3 also made certain sales of shares of Class A Common
Stock after December 31, 2022; however, pursuant to the requirement in Rule 13d-2(b) under Securities Exchange Act of 1934, as amended,
to report ownership as of December 31, 2022, such sales are not reflected in this Amendment No. 2.
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 A Common Stock owned by Next Tech 1 and 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 A Common Stock held by Next Tech
1 and 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 NuScale Korea, and the shares of Class A Common Stock owned by Next Tech 1 and 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 Exchange Act, 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 |
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 ☐.
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 10 of 11 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: February 14, 2023
|
DOOSAN ENERBILITY CO., LTD. |
|
|
|
By: |
/s/ Sanghyun Park |
|
Name: |
Sanghyun Park |
|
Title: |
President |
|
|
|
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. |
|
|
|
|
|
By: |
/s/ Chang Sun Son |
|
Name: |
Chang Sun Son |
|
Title: |
Director |
|
|
|
|
BH Investment and Liberty Ltd. |
|
|
|
By: |
/s/ Dae Seok Bae |
|
Name: |
Dae Seok Bae |
|
Title: |
Director |
|
|
|
/s/ Dae Seok Bae |
|
Name: |
Dae Seok Bae |
CUSIP No. 67079K100 |
Page 11 of 11 Pages |
EXHIBIT INDEX