NuScale Power CorporationSMR

Strategic execution · Joint venture and partnership risks

The termination of the Strategic Alliance Agreement or any of the agreements with our strategic partners described above could substantially hinder our ability to expand our production capacity and installation of NuScale power plants and could materially and adversely affect our business, prospects, financial condition, results of operations and/or reputation.

Innovation and product development · Time to market and commercialization risks

If we encounter difficulties in scaling our production and delivery capabilities, if we fail to develop and successfully commercialize our NPMs and related technologies, if we fail to develop such technologies before our competitors or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived as less safe than those of our competitors, our business and financial condition could be materially and adversely impacted.

Customer and revenue · Customer concentration and key customer dependence

We have not yet entered into a binding contract with a customer to deliver NPMs, and there is no guarantee that we will be able to do so. The planned initial deployment of our NPM is subject to (i) NuScale reaching a binding agreement for its scope of supply with RoPower Nuclear S.A. and NuScale reaching a binding engineering, procurement, and construction contract with Fluor or (ii) ENTRA1 signing a purchase power agreement with a third party.

Market position and competition · Competitive pressure and market share loss

We face competition from other nuclear reactor technologies and from companies in China and Russia that currently operate commercial SMRs. There are several reactor technologies that are in various stages of development, such as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies and others, and commercial SMRs are currently operating in China and Russia.

Market position and competition · Market cyclicality and demand volatility

The market for SMRs generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected. The market for SMRs has not yet been established. Our estimates for the total addressable market are based on a number of internal and third-party estimates, including our potential contracted revenue, the number of potential customers who have expressed interest in our NPMs.

Market position and competition · Pricing pressure and margin compression

The cost of electricity generated from nuclear sources or our NPMs may not be cost competitive with future electricity generation sources in some markets, which could materially and adversely affect our business. Some electricity markets experience very low power prices due to a combination of subsidized renewables and low-cost fuel sources, and NuScale may not be able to compete in these markets.

Market position and competition · Disruptive competitors and new market entrants

Competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries. Although their SMR designs have not been approved by the NRC or in any jurisdiction outside of their respective countries, those competitors may have a competitive advantage if they are able to obtain approval comparable to the NRC's SDA.

Innovation and product development · Intellectual property protection and infringement

Our ability to protect our patents and other proprietary rights may be challenged and is not guaranteed, exposing us to the possible loss of competitive advantage. We rely upon a combination of patents, trademarks, copyrights, trade secrets and commercial agreements, such as confidentiality agreements, assignment agreements and license agreements, to protect the intellectual property associated with our NPMs and related technologies.

Credit and liquidity · Liquidity and cash flow constraints

To the extent that NuScale Corp needs funds and NuScale LLC is restricted from making such distributions under applicable law or regulation, in order to satisfy certain obligations, under the terms of any financing arrangements, or is otherwise unable to provide such funds, it could materially adversely affect NuScale Corp's liquidity and financial condition.

Capital structure and performance · Debt management and refinancing

NuScale Corp is a holding company with no material assets other than its ownership of NuScale LLC units. As a result, NuScale Corp has no independent means of generating revenue or cash flow. NuScale Corp's ability to pay taxes, cause NuScale LLC to make payments under the Tax Receivable Agreement and pay dividends depends on the financial results and cash flows of NuScale LLC and the distributions it receives.

Capital structure and performance · Financial performance volatility

We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability. We have incurred significant losses since our inception well beyond the support we have received through cost-sharing awards from the DOE. We have not yet delivered NPMs to customers and none of our flagship plants have been permitted or are under construction.

Project and contract management · Project execution and delivery risks

If manufacturing and construction issues are not identified prior to design finalization, long-lead procurement, and/or module fabrication, then those issues will be realized during production, fabrication or construction and may impact plant deployment cost and schedule. Our NPM design will be actively managed through design reviews, prototyping, involvement of external partners and application of industry lessons, but we could still fail to identify latent manufacturing and construction issues early enough.

Project and contract management · Large contract concentration

The PMA with ENTRA1 may result in significant cash outlays in the near term without guaranteeing revenue generating activities. Pursuant to the PMA, NuScale is named a key supplier to ENTRA1 with respect to the supply of SMR technology until the end of 2045. During this period, while ENTRA1 retains sole discretion to identify ENTRA1 Energy Projects and select, contract with, or purchase from NuScale or other suppliers.

Corporate governance · Shareholder rights and activism

The exclusive forum provisions in our Organizational Documents could limit our stockholders' ability to bring a claim in a judicial forum that it finds favorable for disputes with NuScale or its directors, officers or other employees. Our Certificate of Incorporation, as amended and Amended Restated Bylaws provide that unless NuScale otherwise consents in writing, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum.

Stakeholder relations · Investor relations and market confidence

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A common stock. Securities research analysts may establish and publish their own periodic projections for NuScale. These projections may vary widely and may not accurately predict the results we actually achieve.

Organizational and management · Organizational structure and reporting

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy. If our operations grow as planned, we may need to expand our sales and marketing, research and development, and our supply and manufacturing functions, and there is no guarantee that we will be able to scale the business and the manufacture of NPMs as planned.

Geopolitical and trade · Government funding and budget changes

Loss of government incentives to use nuclear power may have an adverse impact on the market for SMRs. In the United States, the Inflation Reduction Act of 2022 provides production tax credits for advanced reactors and small modular reactors. The United States may decide to reduce or eliminate these economic incentives or curtail legislative programs supportive of nuclear energy technologies.

Geopolitical and trade · Trade policies tariffs and sanctions

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations. Recent changes in U.S. trade policy, including the imposition of new or increased tariffs in the U.S. on certain foreign goods or retaliatory tariffs in response to such tariffs could cause an increase in our cost and delay in delivery of goods related to our products.

Social and demographic · Social and political movements

Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations.

Cybersecurity and data protection · Data breaches and cyber attacks

We are subject to cybersecurity risks. Like other businesses, we face cybersecurity risks. Threat sources continue to seek to exploit potential vulnerabilities. These cyberattacks are becoming increasingly sophisticated and dynamic, including as a result of artificial intelligence and machine learning capabilities.