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Warrant Liabilities | 9 Months Ended
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Sep. 30, 2024
Warrants and Rights Note Disclosure [Abstract] |
Warrant Liabilities | Warrant Liabilities Under the Company’s Warrant Agreement, when Private Placement Warrants are transferred by Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), to persons who are not “Permitted Transferees” (as defined in the Warrant Agreement) of the Sponsor, they cease to be Private Placement Warrants and become Public Warrants under the Warrant Agreement. The Company has been informed by the Sponsor that the Private Placement Warrants were transferred in accordance with the Warrant Agreement to persons who are not Permitted Transferees. Consequently, the previously described Private Placement Warrants are now Public Warrants under the Warrant Agreement, resulting in all 18,455,723 warrants identified as Public Warrants in Note 5, Fair Value Measurement, as of September 30, 2024. During the three and nine months ended September 30, 2024, 2,954 warrants were exercised for Class A common shares and $34 cash. Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants are currently exercisable and will expire on May 2, 2027 (five years from the date of the Transaction) or earlier upon redemption or liquidation. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00. The Company may redeem the outstanding Warrants: •in whole and not in part; •at a price of $0.01 per Warrant; •upon a minimum of 30 days prior written notice of redemption to each Warrant holder; and •if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders. The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00. The Company may redeem the outstanding Warrants: •in whole and not in part; •at $0.10 per Warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined as set forth in the Warrant Agreement, based on the redemption date and the fair market value of the Class A common stock, subject to certain exceptions; and •if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant based on anti-dilution adjustments set forth in the Warrant Agreement) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders. The Warrants may be exercised for cash (or on a cashless basis as described above in “-Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00”) at any time after notice of redemption shall have been given by the Company and prior to the redemption date. For a complete description of the Warrants, please see the Warrant Agreement, which is Exhibit 4.2 to the 2023 Form 10-K, and the section entitled “Warrants” in the “Description of Registrant’s Securities,” which is Exhibit 4.3 to the 2023 Form 10-K.

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