EX-FILING FEES 5 svsvu-20220331xexfilingfees.htm EX-FILING FEES

Exhibit 107

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Calculation of Filing Fee Tables

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S-1

(Form Type)

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NuScale Power Corporation

(Exact Name of Registrant as Specified in its Charter)

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Table 1: Newly Registered Securities

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Table 1: Newly Registered and Carry Forward Securities

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​ | ​ | ​ ​ ​ | ​ ​ ​ ​ | ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ | ​ | ​ ​ | ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​
​ | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
​ | ​ | ​ | Newly Registered Securities | ​ | ​ | ​ | ​ | ​
Fees to Be Paid | Equity | Class A Common Stock(2) | 457(a)(3) | 216,511,646 | 10.005 | $2,166,199,018.23 | .0000927 | $200,806.649 | ​ | ​ | ​ | ​
Fees to Be Paid | Equity | Class A Common Stock(4) | 457(a)(4) | 180,655,372 | — | — | — | — | ​ | ​ | ​ | ​
Fees to Be Paid | Other | Warrants to purchase Class A Common Stock | 457(a)(5) | 8,900,000 | $11.50 | $102,350,000 | .0000927 | $9,487.85 | ​ | ​ | ​ | ​
​ | ​ | ​ | Carry Forward Securities | ​ | ​ | ​ | ​ | ​
Carry Forward Securities | Equity | 11,500,000 | 415(a)(6) | 11,500,000 | ​ | $132,250,000 | ​ | ​ | S-4 | 333-262053 | 04-07-2022 | $12,259.58
​ | ​ | Total Offering Amounts | ​ | $2,268,549,018.23 | ​ | $210,294.50 | ​ | ​ | ​ | ​
​ | ​ | Total Fees Previously Paid | ​ | ​ | ​ | — | ​ | ​ | ​ | ​
​ | ​ | Total Fee Offsets | ​ | ​ | ​ | $89,980.31 | ​ | ​ | ​ | ​
​ | ​ | Net Fee Due | ​ | ​ | ​ | $120,314.19 | ​ | ​ | ​ | ​

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(1) | Pursuant to Rule 416 under the Securities Act, there is also being registered hereby an indeterminate number of securities of the registrant issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.

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(2) | The Registration Statement registers primary offers and sales by the registrant of up to (a) 178,396,711 shares (the “Exchange Shares”) of Class A common stock, par value $0.0001 per share, of the registrant (“Class A Common

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Stock”), issuable upon exchange (on a one-for-one basis, subject to adjustment) of Class B Units of NuScale Power, LLC (“NuScale LLC”), the operating subsidiary of the registrant, and cancellation of a corresponding number of shares of Class B common stock, par value $0.0001 per share, of the registrant held by the holders of the NuScale LLC Class B Units; (b) 11,500,000 shares of Class A Common Stock issuable upon the exercise of redeemable warrants issued by the registrant in its initial public offering that closed on November 27, 2020 (the “IPO”); and (c) 8,900,000 shares of Class A Common Stock issuable upon the exercise of warrants issued by in the registrant in a private placement concurrently with the IPO (the “NuScale Corp Private Placement Warrants”).

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The Registration Statement also registers the offer and resale of the NuScale Corp Private Placement Warrants and the resale of the following shares of Class A Common Stock: (a) 5,514,933 shares held by Spring Valley Acquisition Sponsor, LLC (“Sponsor”), including 1,643,924 shares held by Sponsor and its affiliates that are subject to forfeiture on specified conditions and an aggregate of 120,000 shares held by Debora Frodl, Richard Thompson and Patrick Wood, III; (b) 23,700,002 shares issued to qualified institutional buyers and accredited investors in private placements consummated in connection with the PIPE Investment (as defined in the Registration Statement); (c) 8,900,000 shares underlying the NuScale Corp Private Placement Warrants; and (d) 171,755,372 of the Exchange Shares, the resale of which might otherwise be limited by the resale restrictions imposed on “control securities” under Rule 144 under the Securities Act.

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(3)Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the registrant’s Class A Common Stock on the New York Stock Exchange on May 6, 2022 (such date being within five business days of the date that this registration statement was filed with the SEC). This calculation is in accordance with Rule 457(c) of the Securities Act.

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(4)The Registration Statement registers the offer and resale of, among other shares, up to (a) 8,900,000 shares issuable upon exercise of the NuScale Private Placement Warrants and (b) 171,755,372 of the Exchange Shares, the resale of which might otherwise be limited by the resale restrictions imposed on “control securities” under Rule 144 under the Securities Act. Pursuant to Rule 457(f)(5) of the Securities Act, because the primary offering of these shares is registered on the Registration Statement, no additional fee is required to be paid for the resale transactions.

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(5)Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.

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(6)In the registration statement on Form S-4, effective April 7, 2022, the registrant registered 11,500,000 shares of Class A Common Stock issuable upon the exercise of redeemable warrants issued by the registrant in its IPO (the “Public Warrant Shares”). The warrants were exercisable within one year of issuance; however, the registrant does not intend to keep the Form S-4 current and is registering the Public Warrant Shares under the Registration Statement. When the Registration Statement is declared effective, the registrant will file a post-effective amendment to its Form S-4 to deregister from the Form S-4 the Public Warrant Shares.

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Table 2: Fee Offset Claims and Sources

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​ | ​ ​ | ​ ​ ​ | ​ ​ | ​ ​ ​ | ​ | ​ | ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​
​ | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
​ | ​ | ​ | ​ | ​ | Rule 457(p) | ​ | ​ | ​ | ​
Fee Offset Claims | Spring Valley Acquisition Corp | Form S-4 | 333-255978 | 5/10/2021 | ​ | $89,980.31 | Equity/Other | Class A ordinary shares; Warrants to purchase Class A ordinary shares | 113,262,635 shares; 20,400,000 warrants | $89,980.31 | ​
Fee Offset Sources | Spring Valley Acquisition Corp | Form S-4 | 333-255978 | ​ | 5/10/2021 | ​ | ​ | ​ | ​ | ​ | $125,096

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Explanatory Note:

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The registrant was formerly a shell company known as “Spring Valley Acquisition Corp.” In connection with a “deSPAC” transaction through which the registrant acquired NuScale Power, LLC, the registrant changed its name to NuScale Power Corporation.

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On May 10, 2021, the registrant registered on Form S-4 113,262,635 shares of common stock and warrants to purchase 20,400,000 shares of common stock, and paid an aggregate filing fee of $125,096. No securities were sold under that Form S-4.

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On January 7, 2022, the registrant registered on a new Form S-4 34,500,000 shares of common stock, including 11,500,000 shares of common stock issuable upon the exercise of warrants, and 11,500,000 warrants to purchase common stock; the aggregate filing fee of $35,115.69 was offset against the earlier filing fee of $125,096, leaving an aggregate of $89,980.31 available for offset.