UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment
No. 3)*
NuScale
Power Corporation |
(Name of Issuer) |
Class A common stock, par value $0.0001 per share |
(Title of Class of Securities) |
December 31, 2023 |
(Date of event which requires filing of this statement) |
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 10 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
233,356 (1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
233,356 (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,356
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
(2) |
12 |
TYPE
OF REPORTING PERSON
CO |
| (1) | Consists
of (i) 233,356 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 2, with the right to vote or dispose of the shares of Class A Common Stock held by Next Tech 2. |
| (2) | Based
on an aggregate of 76,775,508 shares of Class A Common Stock issued and outstanding as of November 3, 2023, as reported on the Issuer’s
Quarterly Report on Form 10-Q filed with the SEC on
November 9, 2023. |
CUSIP
No. 67079K100 |
Page
3 of 10 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
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
OO |
CUSIP
No. 67079K100 |
Page
4 of 10 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
2,576,804 (1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
2,576,804 (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,576,804
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
(2) |
12 |
TYPE
OF REPORTING PERSON
OO |
| (1) | Consists
of 2,576,804 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 76,775,508 shares of Class A Common Stock issued and outstanding as of November 3, 2023, as reported on the Issuer’s
Quarterly Report on Form 10-Q filed with the SEC on
November 9, 2023. |
CUSIP
No. 67079K100 |
Page
5 of 10 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
264,345 (1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
264,345 (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,345
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
(2) |
12 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Consists
of (i) 233,356 shares of Class A Common Stock directly held by Next Tech 2, (ii) 30,989 shares of Class A Common Stock directly held
by Dae Seok Bae. BHI is, together with IBKS, the co-general partner of Next Tech 2, with the right to vote or dispose of the shares of
Class A Common Stock held by 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 2. |
| (2) | Based
on an aggregate of 76,775,508 shares of Class A Common Stock issued and outstanding as of November 3, 2023, as reported on the Issuer’s
Quarterly Report on Form 10-Q filed with the SEC on
November 9, 2023. |
CUSIP
No. 67079K100 |
Page
6 of 10 Pages |
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) |
Next Tech 1 New Technology Investment Fund (“Next Tech 1”); |
| (ii) | Next Tech 3 New Technology
Investment Fund (“Next Tech 3”); |
| (iii) | 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:
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
7 of 10 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 Exchange Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
|
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|
|
|
(d) |
☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
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|
(e) |
☐ |
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
|
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|
|
(f) |
☐ |
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
|
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|
|
(g) |
☐ |
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
|
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|
|
(h) |
☐ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
|
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|
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|
(i) |
☐ |
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). |
|
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|
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(j) |
☐ |
Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
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|
|
(k) |
☐ |
Group in accordance with §240.13d-1(b)(1)(ii)(K). |
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.
Next Tech 3, BHI, and Dae Seok Bae are deemed beneficial owners of
shares of Class A Common Stock.
CUSIP
No. 67079K100 |
Page
8 of 10 Pages |
Through December 31, 2023, 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. As of December
31, 2023, Next Tech 1 owned no shares of Class A Common Stock.
BHI, as the co-general partner of Next
Tech 2, 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 2.
BHI and IBK Securities Co., Ltd. (“IBKS”), the co-general
partners of Next Tech 2, exercise the right to vote or dispose of 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 A Common Stock owned by NuScale Korea and Next Tech 2.
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. 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
9 of 10 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 16, 2024
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/ Ok Keun Yoo |
|
Name: |
Ok Keun Yoo |
|
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 10 of 10 Pages |
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