SecProbe.io

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 July 28, 2025

R. Ramsey Hamady
Chief Financial Officer
NuScale Power Corporation
1100 NE Circle Blvd.
Suite 200
Corvallis, Oregon 97330

 Re: NuScale Power Corporation
 Form 10-K for The Fiscal Year Ended December 31, 2024
 Filed March 3, 2025
 File No. 001-39736
Dear R. Ramsey Hamady:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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 NuScale Power, LLC 1100 NE Circle Blvd., Suite 200, Corvallis, OR 97330 • Phone: (541) 452.7476 • Email: rhamady@nuscalepower.com COPYRIGHT © 2025 NUSCALE POWER, LLC. NUSCALE CONFIDENTIAL – PROPRIETARY CLASS 3 www.nuscalepower.com July 24, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Andi Carpenter Anne McConnell Re: NuScale Power Corporation Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 3, 2025 File No. 001-39736 Ladies and Gentlemen: On behalf of NuScale Power Corporation (the “Company”, “we” or “our”), set forth below is the response of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated July 15, 2025 (the “Comment Letter”), regarding the Company’s Form 10-K for the fiscal year ended December 31, 2024 filed March 3, 2025. The headings and numbered items in this letter correspond to the headings and numbered items in the Comment Letter. For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed such comments with the Company’s response. Form 10-K for Fiscal Year Ended December 31, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 40 1. We note cost of sales decreased to $4.9 million from $18.9 million in the prior year; however, we note no discussion of the decrease. Please revise future filings to explain the factors that contribute to changes in financial statement line items, including revenue and cost of sales, between periods. Quantify, where possible, the extent to which each factor contributed to the overall change, including the impact of offsetting factors. Refer to Items 303(a) and (b) of Regulation S-K and SEC Release No. 33- 8350. Response: The Company respectfully acknowledges the Staff’s comment and will revise future filings as the Staff directs. Item 15. Exhibits and Financial Statement Schedules Exhibits 31.1 and 31.2, page 50

 2 | nuscalepower.com • COPYRIGHT © 2025 NUSCALE POWER, LLC. NUSCALE CONFIDENTIAL – PROPRIETARY CLASS 3 2. We note the officer certifications included in Exhibits 31.1 and 31.2 exclude the introductory language in paragraph 4 regarding each officers' responsibility for establishing and maintaining internal control over financial reporting, in addition to their responsibility for establishing and maintaining disclosure controls and procedures. Please revise future annual and quarterly filings to ensure each Section 302 certification includes all the prescribed language set forth in Item 601(b)(31)(i) of Regulation S-K. Response: The Company respectfully acknowledges the Staff’s comment and will revise future annual and quarterly filings as the Staff directs. Exhibit 32.2, page 52 3. Please ensure all future filings include the correct Chief Financial Officer's name in the certification. The name included in the current certification does not match the signer's name. Response: The Company respectfully acknowledges the Staff’s comment and will revise all future filings as the Staff directs. Consolidated Financial Statements Notes to Consolidated Financial Statements Note 16. Related Party Transactions, page F-25 4. We note your disclosures of transactions recognized in your financial statements related to Fluor, a related party. Please revise your financial statements in future annual and quarterly filings to state amounts of related party transactions on the face of your balance sheets, statements of operations, and statements of cash flows as required by Rule 4-08(k) of Regulation S-X. Response: The Company respectfully acknowledges the Staff’s comment and will revise its financial statements in future annual and quarterly filings as the Staff directs. ***** We respectfully acknowledge that the Company and its management are responsible for the adequacy and accuracy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff. We appreciate the opportunity to respond to your comments and we would be happy to speak to you directly in order to facilitate your review of our response or to provide any additional information or clarification. Sincerely, /s/ Robert Ramsey Hamady Robert Ramsey Hamady Chief Financial Officer cc: Steven H. Hull, Stoel Rives LLP

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 July 15, 2025

R. Ramsey Hamady
Chief Financial Officer
NuScale Power Corporation
1100 NE Circle Blvd.
Suite 200
Corvallis, Oregon 97330

 Re: NuScale Power Corporation
 Form 10-K for The Fiscal Year Ended December 31, 2024
 Filed March 3, 2025
 File No. 001-39736
Dear R. Ramsey Hamady:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for The Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 40

1. We note cost of sales decreased to $4.9 million from $18.9 million in
the prior year;
 however, we note no discussion of the decrease. Please revise future
filings to explain
 the factors that contribute to changes in financial statement line
items, including
 revenue and cost of sales, between periods. Quantify, where possible,
the extent to
 which each factor contributed to the overall change, including the
impact of offsetting
 factors. Refer to Items 303(a) and (b) of Regulation S-K and SEC Release
No. 33-
 8350.
 July 15, 2025
Page 2

Item 15. Exhibits and Financial Statement Schedules
Exhibits 31.1 and 31.2, page 50

2. We note the officer certifications included in Exhibits 31.1 and 31.2
exclude the
 introductory language in paragraph 4 regarding each officers'
responsibility for
 establishing and maintaining internal control over financial reporting,
in addition to
 their responsibility for establishing and maintaining disclosure
controls and
 procedures. Please revise future annual and quarterly filings to ensure
each Section
 302 certification includes all the prescribed language set forth in Item
601(b)(31)(i) of
 Regulation S-K.
Exhibit 32.2, page 52

3. Please ensure all future filings include the correct Chief Financial
Officer's name in
 the certification. The name included in the current certification does
not match the
 signer's name.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 16. Related Party Transactions, page F-25

4. We note your disclosures of transactions recognized in your financial
statements
 related to Fluor, a related party. Please revise your financial
statements in future
 annual and quarterly filings to state amounts of related party
transactions on the face
 of your balance sheets, statements of operations, and statements of cash
flows as
 required by Rule 4-08(k) of Regulation S-X.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Andi Carpenter at 202-551-3645 or Anne McConnell at
202-551-3709
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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NuScale Power Corporation

6650 SW Redwood Lane, Suite 210

Portland, OR 97224

June 6, 2023

VIA EDGAR

Attention: Jenny O’Shanick

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Re: NuScale Power Corporation

 Universal Shelf Registration Statement on Form S-3

 Filed June 1, 2023

 File No. 333-272342

Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, NuScale Power Corporation (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on June 8, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside legal counsel, Stoel Rives LLP, request by telephone that such Registration Statement be declared effective.

Please contact James M. Kearney, of Stoel Rives LLP, at (503) 294-9444, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Robert Temple

Robert Temple

General Counsel

United States securities and exchange commission logo
June 5, 2023
Robert Temple
General Counsel
NuScale Power Corporation
6650 SW Redwood Lane, Suite 210
Portland, OR 97224
Re:NuScale Power Corporation
Registration Statement on Form S-3
Filed on June 1, 2023
File No. 333-272342
Dear Robert Temple:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jason Brauser

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NuScale Power
Corporation

6650
SW Redwood Lane, Suite 210

Portland,
OR 97224

June 27, 2022

VIA EDGAR

    Attention:
    Gregory Herbers

    Jay Ingram

United States Securities
and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Re: NuScale Power Corporation

  Registration Statement on
Form S-1

  Filed May 13, 2022

  File No. 333-264910

Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, NuScale Power Corporation (the “Company”) hereby requests acceleration of the effective date of the above referenced
Registration Statement to 4:00 p.m., Eastern Time, on June 30, 2022, or as soon thereafter as practicable, or at such other time as the
Company or its outside legal counsel, Stoel Rives LLP, request by telephone that such Registration Statement be declared effective.

Please contact James M. Kearney, of
Stoel Rives LLP, at (503) 294-9444, as soon as the registration statement has been declared effective, or if you have any other questions
or concerns regarding this matter.

    Sincerely,

    /s/
    Robert Temple

    Robert Temple

    General Counsel

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NuScale Power
Corporation

6650 SW Redwood
Lane, Suite 210

Portland, OR 97224

June 13, 2022

VIA EDGAR

    Attention:
    Gregory Herbers

    Jay Ingram Kruczek

United States Securities
and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: NuScale
                                            Power Corporation

                                            Registration Statement on Form S-1

                                            Filed May 13, 2022

                                            File No. 333-264910

Gentlemen:

This
letter sets forth the response of NuScale Power Corporation (the “Company”) to the comments of the staff of
the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your
letter dated June 8, 2022, with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to Registration Statement on Form S-1 (the “Revised
Registration Statement”). Capitalized terms used but not otherwise defined in this letter have the meanings given to them
in the Revised Registration Statement.

Your
comments are included in bold text, and the Company’s response follows.

Form
S-1 filed May 13, 2022

Cover
Page

1. For
                                            each of the securities being registered for resale, disclose the price that the selling security
                                            holders paid for such securities.

The
Company has made the requested disclosure on the cover page.

2. Disclose
                                            the exercise price of the warrants compared to the market price of the underlying securities.
                                            If the warrants are out the money, please disclose the likelihood that warrant holders will
                                            not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors,
                                            MD&A and use of proceeds section and disclose that cash proceeds associated with the
                                            exercises of the warrants
are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your
company to fund your operations on a prospective basis with your current cash on hand.

The
Company has made the requested disclosure on the cover page, and has made related disclosure on page 6 (prospectus summary), page 18
(risk factors), page 29 (use of proceeds) and pages 45-46 (MD&A).

3. We
                                            note the significant number of redemptions of your Class A common stock in connection with
                                            your business combination and that the shares being registered for resale will constitute
                                            a considerable percentage of your public float. We also note that all or most of the shares
                                            being registered for resale were purchased by the selling security holders for prices considerably
                                            below the current market price of the Class A common stock. Highlight the significant negative
                                            impact sales of shares on this registration statement could have on the public trading price
                                            of the Class A common stock.

The
Company has highlighted on the cover page that the shares offered for resale may constitute a considerable portion of the Company’s
public float, and that the resale of shares may have a significant negative impact on the trading price of the Company’s Class
A Common Stock.

Risk
Factors, page 9

4. Include
                                            an additional risk factor highlighting the negative pressure potential sales of shares pursuant
                                            to this registration statement could have on the public trading price of the Class A common
                                            stock. To illustrate this risk, disclose the purchase price of the securities being registered
                                            for resale and the percentage that these shares currently represent of the total number of
                                            shares outstanding.

The
Company has supplemented the risk factor beginning on page 26 to reference the securities offered by the Registration Statement and to
include references to the initial purchase prices of the securities registered for resale, and the possibility that the Spring Valley
Founders, PIPE Investors and certain Legacy NuScale Equityholders may have a greater incentive to sell shares if trading prices remain
higher than the original prices they paid for their shares. The Company has also supplemented the disclosure in the prospectus summary
on pages 4 and 6.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Company Overview, page 38

5. In
                                            light of the significant number of redemptions and the unlikelihood that the company will
                                            receive significant proceeds from exercises of the warrants because of the disparity between
                                            the exercise price of the warrants and the current trading price of the Class A common stock,
                                            expand your discussion of capital resources to address any changes in the company’s
                                            liquidity position since the business combination.
If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.

The
Company has expanded its disclosure beginning on page 45 to describe the Company’s liquidity position following the business combination,
including the redemptions and amounts released from the Trust Account, and proceeds from the PIPE.

    2

6. Please
                                            expand your discussion here to reflect the fact that this offering involves the potential
                                            sale of a substantial portion of shares for resale and discuss how such sales could impact
                                            the market price of the company’s common stock. Your discussion should highlight the
                                            fact that Fluor Enterprises, Inc, a beneficial owner of over 50% of your outstanding shares,
                                            will be able to sell all of its shares for so long as the registration statement of which
                                            this prospectus forms a part is available for use.

The
Company has expanded its discussion beginning on page 45, including reference to a revised risk factor, to describe potential limitations
on its ability to raise additional financing through the sale of equity, considering the large number of shares available for resale,
which could affect the price at which any new Company shares could be sold, and the risk that Fluor, a significant investor in the Company
in the last 11 years, could liquidate its holdings in the Company.

General

7. Revise
                                            your prospectus to disclose the price that each selling security holder paid for the securities
                                            being registered for resale. Highlight any differences in the current trading price, the
                                            prices that the Sponsor, private placement investors, PIPE investors, or other selling security
                                            holders acquired their shares and warrants, and the price that the public security holders
                                            acquired their shares and warrants. Disclose that while the Sponsor, private placement investors,
                                            PIPE investors, and other selling security holders may experience a positive rate of return
                                            based on the current trading price, the public security holders may not experience a similar
                                            rate of return on the securities they purchased due to differences in the purchase prices
                                            and the current trading price. Please also disclose the potential profit the selling security
                                            holders will earn based on the current trading price. Lastly, please include appropriate
                                            risk factor disclosure.

Please
see the responses above, which address portions of the comment. In addition, the Company has disclosed that that early investors and
the Spring Valley Founders (including the Sponsor) may realize returns on their investment, based on the current trading price, that
new purchasers may not realize as follows:

 · Inserted
                                            a new section in the prospectus summary on page 2 titled “Selling Securityholders”;

 · Inserted
                                            a new risk factor on page 27 titled “You may not experience a rate of return on
                                            your investment in Class A Common Stock similar to the return experienced
by existing stockholders, including those who hold shares that are registered for resale under this registration statement”; and

 · Added
                                            disclosure on page 85 in the section titled “Selling Securityholders”.

*****

    3

We
respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible.
Please contact Jim Kearney of Stoel Rives LLP at (503) 294-9444 with any questions or further comments regarding the responses to the
Staff’s comments.

    Sincerely,

    NUSCALE POWER CORPORATION

    By:
     /s/ Robert Temple

    Name:
    Robert Temple

    Title:
    General Counsel and Corporate Secretary

    CC:
    James M. Kearney, Stoel Rives LLP

    Jason M. Brauser, Stoel Rives LLP

    4

United States securities and exchange commission logo
June 8, 2022
Robert Temple
General Counsel and Secretary
NuScale Power Corp
6650 SW Redwood Lane, Suite 210
Portland, OR 97224
Re:NuScale Power Corp
Registration Statement on Form S-1
Filed May 13, 2022
File No. 333-264910
Dear Mr. Temple:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed May 13, 2022
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
security holders paid for such securities.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
securities. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.

 FirstName LastNameRobert Temple
 Comapany NameNuScale Power Corp
 June 8, 2022 Page 2
 FirstName LastNameRobert Temple
NuScale Power Corp
June 8, 2022
Page 2
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that all or
most of the shares being registered for resale were purchased by the selling security
holders for prices considerably below the current market price of the Class A common
stock. Highlight the significant negative impact sales of shares on this registration
statement could have on the public trading price of the Class A common stock.
Risk Factors, page 9
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 38
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Fluor Enterprises, Inc, a beneficial owner of over 50% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
General
7.Revise your prospectus to disclose the price that each selling security holder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors, PIPE investors, or other
selling security holders acquired their shares and warrants, and the price that the public
security holders acquired their shares and warrants. Disclose that while the Sponsor,
private placement investors, PIPE investors, and other selling security holders may
experience a positive rate of return based on the current trading price, the public security
holders may not experience a similar rate of return on the securities they purchased due to
differences in the purchase prices and the current trading price. Please also disclose the

 FirstName LastNameRobert Temple
 Comapany NameNuScale Power Corp
 June 8, 2022 Page 3
 FirstName LastName
Robert Temple
NuScale Power Corp
June 8, 2022
Page 3
potential profit the selling security holders will earn based on the current trading price.
Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Gregory Herbers at 202-551-8028 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jim Kearney

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Spring Valley Acquisition Corp.

2100 McKinney Ave., Suite 1675

Dallas, TX 75201

April 5, 2022

VIA EDGAR

Office of Manufacturing

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Andi Carpenter

Kevin Stertzel

Erin Donahue

Geoffrey Kruczek

 Re: Spring Valley Acquisition Corp.

Registration Statement on Form S-4, as amended

File No. 333-262053

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Spring Valley Acquisition Corp. (the “Company”) hereby requests acceleration of the effective
date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on April 7, 2022, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration
Statement be declared effective.

Please contact Matthew R. Pacey, P.C., of Kirkland &
Ellis LLP, special counsel to the Company, at (713) 836-3786, as soon as the registration statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Christopher Sorrells

    Christopher Sorrells

    Chief Executive Officer

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Spring
Valley Acquisition Corp.

2100 McKinney Avenue, Suite 1675

Dallas, TX 75201

March 29, 2022

VIA EDGAR

    Attention:
    Andi Carpenter

    Kevin Stertzel

    Erin Donahue

    Geoffrey Kruczek

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: Spring Valley Acquisition Corp.

                                            Amendment No. 2 to Registration Statement on Form S-4

                                            Filed March 14, 2022

                                            File No. 333-262053

Ladies and Gentlemen:

This letter sets forth the
response of Spring Valley Acquisition Corp. (the “Company”) to the comments of the staff of the Division of
Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated March 25,
2022, with respect to the above referenced Amendment No. 2 to Registration Statement on Form S-4 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is filing a revised Registration Statement on
Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed thereto in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Registration Statement on Form S-4

Effects of the Domestication on U.S. Holders,
page 153

1.            Staff’s
comment: We note Exhibit 8.1. Please revise here to identify counsel and to state clearly that the disclosure is counsel's
opinion. See Section III.B.2 of Staff Legal Bulletin No. 19.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 160 of the Revised Registration
Statement.

Unaudited Pro Forma Condensed Combined Financial
Information, page 169

2.            Staff’s
comment: You disclose that upon closing, NuScale Equityholders are expected to hold securities exchangeable for an aggregate
of 178,064,697 shares of NuScale Corp Class A Common Stock (or Cash). Please revise your disclosure to clarify the facts and circumstances
that will permit the securities to be exchangeable for cash, including the exchange ratio and any other terms of the exchange. Please
also explain to us why you believe equity classification of the shares is appropriate.

Response:
The circumstances when NuScale LLC Class B Units can be exchangeable into cash are governed by Section 11.3 of the
A&R NuScale LLC Agreement. Pursuant to that section, the only time when such a cash settlement can occur is if both (i) NuScale
Corp elects such cash settlement in its sole discretion, and (ii) NuScale Corp conducts an underwritten offering to sell one share
of NuScale Corp Class A Common Stock for each NuScale LLC Class B Unit that is being cash settled. The cash settlement price
per NuScale LLC Class B Unit would be equal to the underwritten offering price per share of Class A Common Stock, net of any
underwriting discounts and commissions. As a result, the net proceeds from the underwritten offering would equal the aggregate amount
of cash needed for the cash settlement. In response to the Staff’s comment, the Company has revised the disclosure on pages 11,
30, 49, 87, 172, and 264 of the Revised Registration Statement to reflect the information above.

The Company considered whether to classify
the NuScale LLC Class B Units (exchangeable into NuScale Corp Class A Common Stock) as a liability, non-permanent equity, or
equity. First, we considered the criteria established in ASC 480 for liability treatment. We determined that the NuScale LLC Class B
Units are not mandatorily redeemable, since the cash settlement feature is at the election of NuScale Corp. There is also no obligation
to repurchase the NuScale LLC Class B Units, since the cash settlement feature is entirely in the discretion of NuScale Corp. In
addition, the exchange of the NuScale LLC Class B Units would not result in the issuance of a variable number of shares, since the
exchange ratio is fixed at one share of NuScale Corp Class A Common Stock for each NuScale LLC Class B Unit. Based on this
analysis, we concluded that the NuScale LLC Class B Units should not be treated as a liability.

Second, we considered whether the NuScale
LLC Class B Units fell within the scope of ASC 480-10-55-53 through 55-62. We determined that NuScale Corp does not have a fixed-price
forward contract to buy the NuScale LLC Class B Units at a stated future date, making the guidance related to Derivative 1 not applicable.
NuScale Corp also does not have a call option to buy the NuScale LLC Class B Units at a fixed price at a stated future date, making
the guidance related to Derivative 2 not applicable. NuScale Corp also has not entered into a total return swap, making the guidance
related to Derivative 3 not applicable.

      2

Third, we considered whether the NuScale
LLC Class B Units should be classified outside of permanent equity pursuant to ASC 480-10-S99-3A. As described above, under certain
circumstances, the NuScale LLC Class B Units can be redeemed for cash. However this can only occur if the cash settlement is funded
by a contemporaneous underwritten equity offering of NuScale Corp Class A Common Stock, with proceeds equal to the cash settlement
amount. As a result, any cash settlement would not be paid out of the assets of the Company, but rather using proceeds from the contemporaneous
underwritten offering. As a result, we concluded classification as temporary equity is not required, and classified the NuScale LLC Class B
Units as permanent equity.

*****

We respectfully request the
Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Matt
Pacey of Kirkland & Ellis LLP at (713) 836-3786 with any questions or further comments regarding the responses to the Staff’s
comments.

    Sincerely,

    SPRING VALLEY ACQUISITION CORP.

    By:
    /s/ Christopher Sorrells

    Name: Christopher Sorrells

    Title: Chief Executive Officer

      3

United States securities and exchange commission logo
March 25, 2022
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp.
2100 McKinney Avenue, Suite 1675
Dallas, TX 75201
SPRING VALLEY ACQUISITION CORP.
Re:Spring Valley Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed March 14, 2022
File No. 333-262053
Dear Mr. Sorrells:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 25, 2022 letter.
Registration Statement on Form S-4
Effects of the Domestication on U.S. Holders, page 153
1.We note Exhibit 8.1.  Please revise here to identify counsel and to state clearly that the
disclosure is counsel's opinion.  See Section III.B.2 of Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information, page 169
2.You disclose that upon closing, NuScale Equityholders are expected to hold securities
exchangeable for an aggregate of 178,064,697 shares of NuScale Corp Class A Common
Stock (or Cash).   Please revise your disclosure to clarify the facts and circumstances that

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 March 25, 2022 Page 2
 FirstName LastName
Christopher Sorrells
Spring Valley Acquisition Corp.
March 25, 2022
Page 2
will permit the securities to be exchangeable for cash, including the exchange ratio and
any other terms of the exchange.   Please also explain to us why you believe equity
classification of the shares is appropriate.
            You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matt Pacey

CORRESP
1
filename1.htm

Spring
Valley Acquisition Corp.

2100 McKinney Avenue, Suite 1675

Dallas, TX 75201

March 14, 2022

VIA EDGAR

    Attention:
    Andi Carpenter

    Kevin Stertzel

    Erin Donahue

    Geoffrey Kruczek

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: Spring Valley Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed February 11, 2022

File No. 333-262053

Ladies and Gentlemen:

This letter sets forth the
response of Spring Valley Acquisition Corp. (the “Company”) to the comments of the staff of the Division of
Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated February 25,
2022, with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-4 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is filing a revised Amendment No. 2 to Registration
Statement on Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Form S-4/A Filed on February 11,
2022

Questions and Answers, page 11

1.            Staff’s
comment: We note your response to prior comment 22. Please revise your disclosure regarding the Tax Receivable Agreement in
this section to adequately address the fact that the agreement confers significant economic benefit to the continuing unitholders and
redirects cash flows to them at the expense of the rest of your shareholders.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 16, 30, 49, 98, 99, 166 and 245 of the
Revised Registration Statement.

HOW DO REDEMPTIONS AFFECT THE VALUE OF MY NUSCALE
CORP COMMON STOCK?, page 17

2.            Staff’s
comment: Prior comment 26 was not limited to deferred underwriting fees. Please revise accordingly.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 17, 18 and 19 of the Revised Registration
Statement.

Certain NuScale LLC Projected Financial Information, page 105

3.            Staff’s
comment: To provide context to the disclosure added in response to prior comments 9 and 10, please disclose the second sentence
of the response to prior comment 10. If the projections are dependent on converting all the MOUs and opportunities referenced, please
make that clear and explain why that is sustainable and reasonable.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 105 of the Revised Registration Statement.
We also note to the Staff that the projections are not dependent on converting all the MOUs and opportunities referenced.

Unaudited Pro Forma Condensed Combined Financial
Information

3 Transaction Accounting Adjustments, page 170

4.            Staff’s
comment: It appears you should describe the facts and circumstances and record a proforma compensation expense adjustment to settle
NuScale LLC's Unit Appreciation Rights with cash.

Response:
In response to the Staff’s comment, the Company has revised the unaudited pro forma condensed combined financial information on
pages 167, 168 and 169 to include an adjustment to record a proforma compensation expense adjustment to settle NuScale LLC’s
Unit Appreciation Rights with cash. The Company has described this Transaction Accounting Adjustment within (R) on page 173.

(N) The elimination of interest income
and gain earned on the Trust Account, page 172

5.            Staff’s
comment: Please label "The net loss of NuScale Corp being reduced as summarized below" as (N) and organize the
remaining descriptions to correspond to their adjustments.

Response:
In response to the Staff’s comment, the Company has revised the labels and organized the descriptions to correspond to their adjustments.

      2

Management of NuScale Prior to and Following
the Transactions, page 226

6.            Staff’s
comment: We note your response to prior comment 16. Please revise your disclosure to state the business experience during the
past five years for Clayton Scott. See Item 401(e)(1) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 228 of the Revised Registration Statement.

Exhibit 23.1, page II-2

7.            Staff’s
comment: Please file currently-dated consents of all auditors, including WithumSmith+Brown, PC.

Response:
In response to the Staff’s comment, the Company has filed currently-dated consents of all auditors, including WithumSmith+Brown,
PC.

Exhibits

8.            Staff’s
comment: Please revise the legend on the first page of Exhibit 10.14 to be consistent with Item 601(b)(10)(iv) of
Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised the legend on the first page of Exhibit 10.14 to the Revised
Registration Statement.

*****

We respectfully request the
Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Matt
Pacey of Kirkland & Ellis LLP at (713) 836-3786 with any questions or further comments regarding the responses to the Staff’s
comments.

    Sincerely,

    SPRING VALLEY ACQUISITION CORP.

    By:
    /s/ Christopher Sorrells

    Name: Christopher Sorrells

    Title: Chief Executive Officer

    CC:
    Matthew Pacey

    Lance Hancock

      3

United States securities and exchange commission logo
February 25, 2022
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp.
2100 McKinney Avenue, Suite 1675
Dallas, TX 75201
SPRING VALLEY ACQUISITION CORP.
Re:Spring Valley Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed February 11, 2022
File No. 333-262053
Dear Mr. Sorrells:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 3, 2022 letter.
Form S-4/A Filed on February 11, 2022
Questions and Answers, page 10
1.We note your response to prior comment 22.  Please revise your disclosure regarding the
Tax Receivable Agreement in this section to adequately address the fact that the
agreement confers significant economic benefit to the continuing unitholders and redirects
cash flows to them at the expense of the rest of your shareholders.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 February 25, 2022 Page 2
 FirstName LastName
Christopher Sorrells
Spring Valley Acquisition Corp.
February 25, 2022
Page 2
HOW DO REDEMPTIONS AFFECT THE VALUE OF MY NUSCALE CORP COMMON
STOCK?, page 17
2.Prior comment 26 was not limited to deferred underwriting fees.  Please revise
accordingly.
Certain NuScale LLC Projected Financial Information, page 108
3.To provide context to the disclosure added in response to prior comments 9 and 10, please
disclose the second sentence of the response to prior comment 10.  If the projections are
dependent on converting all the MOUs and opportunities referenced, please make that
clear and explain why that is sustainable and reasonable.
Unaudited Pro Forma Condensed Combined Financial Information
3 Transaction Accounting Adjustments, page 176
4.It appears you should describe the facts and circumstances and record a proforma
compensation expense adjustment to settle NuScale LLC's Unit Appreciation Rights with
cash.
(N) The elimination of interest income and gain earned on the Trust Account, page 179
5.Please label "The net loss of NuScale Corp being reduced as summarized below" as (N)
and organize the remaining descriptions to correspond to their adjustments.
Management of NuScale Prior to and Following the Transactions, page 236
6.We note your response to prior comment 16.  Please revise your disclosure to state the
business experience during the past five years for Clayton Scott.  See Item 401(e)(1) of
Regulation S-K.
Exhibit 23.1, page II-2
7.Please file currently-dated consents of all auditors, including WithumSmith+Brown, PC.
Exhibits
8.Please revise the legend on the first page of Exhibit 10.14 to be consistent with Item
601(b)(10)(iv) of Regulation S-K.
            You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with any other
questions.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 February 25, 2022 Page 3
 FirstName LastName
Christopher Sorrells
Spring Valley Acquisition Corp.
February 25, 2022
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matt Pacey

CORRESP
1
filename1.htm

 

Spring Valley
Acquisition Corp.

2100 McKinney Avenue, Suite 1675

Dallas, TX 75201

 

February 11, 2022

 

VIA EDGAR

 

 Attention: Andi Carpenter

Kevin Stertzel

Erin Donahue

Geoffrey Kruczek

 

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 

 Re: Spring Valley Acquisition Corp.

Registration Statement on Form S-4

Filed January 7, 2022

File No. 333-262053

 

Ladies and Gentlemen:

 

This letter sets forth the
response of Spring Valley Acquisition Corp. (the “Company”) to the comments of the staff of the Division of
Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated February 3,
2022, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing a revised Registration Statement on Form S-4 (the “Revised
Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Registration Statement.

 

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

 

Form S-4 Filed on January 7, 2022

 

Questions and Answers About the Transactions
and the Extraordinary General Meeting, page 11

 

1.              Staff’s
comment: In this section, please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on the completion of a business combination. Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the
company's officers and directors, if material. If, for example, no loans are outstanding or expenses awaiting reimbursement, state so
directly.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 23, 24, 63, 124 and 125 of the Revised Registration Statement.

 

2.              Staff’s
comment: We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided
in exchange for this agreement.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 16, 23, 37, 62, 112, 124, 183 and
192 of the Revised Registration Statement.

 

What are the transactions?, page 11

 

3.              Staff’s
comment: Please revise to explain briefly the purpose of the transactions to which you refer and the related agreements, such
as the tax receivable agreement, as well as the post-transaction ownership structure involving classes of stock and units that will be
outstanding.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 10, 11 and 12 of the Revised Registration
Statement.

 

Summary, page 25

 

4.              Staff’s
comment: Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other
SPAC shareholders experience a negative rate of return in the post-business combination company.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 23, 24, 38, 62, 113, 125  and 193
of the Revised Registration Statement.

 

Risk Factors, page 43

 

5.              Staff’s
comment: Please tell us whether the sponsor will receive additional securities pursuant to an anti-dilution adjustment based
on the company's additional financial activities. To the extent they will, quantify the number and value of securities the sponsor will
receive. In addition, disclose the ownership percentages in the company before and after the additional financing to highlight the dilution
risk to public stockholders.

 

Response:
The Sponsor will not receive additional securities based on additional financial activities, however, the NuScale Corp Private Placement
warrants contain customary anti-dilution provisions. In response to the Staff’s comment, the Company has revised the disclosure
on page 273 of the Revised Registration Statement to clarify that the anti-dilution adjustments referenced therein apply equally
to the NuScale Corp Private Placement Warrants and the NuScale Corp Public Warrants. The Company further advises the Staff that the Sponsor
is not entitled to any anti-dilution adjustments beyond those to which the Company’s public warrant holders will be entitled, as
summarized in the disclosure discussing anti-dilution adjustments referenced in the preceding sentence.

 

      2

6.              Staff’s
comment: Disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather
than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject
to liability for any material misstatements or omissions in a registration statement.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 61 of the Revised Registration Statement.

 

7.              Staff’s
comment: Please revise the conflicts of interest discussion so that it highlights all material interests in the transaction
held by the sponsor and the company's officers and directors. This could include fiduciary or contractual obligations to other entities
as well as any interest in, or affiliation with, the target company. In addition, please clarify how the board considered those conflicts
in negotiating and recommending the business combination.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 192 and 193 of the Revised Registration
Statement.

 

PIPE Investment, page 90

 

8.              Staff’s
comment: Please describe the "certain commercial arrangements" to which you agreed in exchange for the PIPE investment.

 

Response:
The referenced commercial arrangements were proposed modifications to the business collaboration agreement between NuScale LLC, Fluor
Enterprises, Inc. (Fluor), and Samsung C&T Corporation. The modifications, which designate Samsung C&T a preferred EPC provider
in specified circumstances, were made in late January 2022. Other than as described below, no portion of the PIPE Investment remains contingent, and we have revised
the Revised Registration Statement accordingly. Although the Company does not consider the business collaboration agreement, or the modifications,
to be material to a potential investor’s understanding of NuScale LLC’s business or prospects, the Company has modified the
description on page 256 of the Revised Registration Statement to disclose how the business collaboration agreement was modified
in connection with Samsung C&T Corporation’s participation in the PIPE Investment. The Company and Samsung C&T have determined
that it is appropriate to obtain approval from the Committee on Foreign Investment in the United States (CFIUS) for the agreement modification
and for Samsung C&T’s participation in the PIPE Investment. Based on its experience obtaining CFIUS consent in connection with
the business collaboration agreement and the earlier Samsung C&T investment, and because Samsung C&T is not making a controlling
investment in NuScale LLC, the Company expects to obtain CFIUS approval. Nevertheless, we have disclosed that $30,000,000 of the PIPE
Investment is subject to CFIUS approval in the definition of PIPE Investment on page 5 and in the descriptions of the PIPE Investment
on pages 29, 97, 252 and 259. We have also included a risk factor on page 60 to describe the risks associated with
CFIUS review of foreign investments, including $30,000,000 of the PIPE Investment.

 

      3

Certain NuScale LLC Projected Financial Information,
page 99

 

9.              Staff’s
comment: Please revise to disclose all material assumptions underlying the projected financial information, the market assumed
in developing those assumptions and explain how those assumptions relate and resulted in the projections disclosed. Quantify the underlying
assumptions to the extent possible. Also, as applicable, explain how the projected information currently disclosed is representative of
your current operations and opportunities, such as the “pipeline” referenced on page 183 and anticipated delivery of
modules beginning in 2027, as disclosed on page 182. Explain in detail the reasons for any material difference.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 108 of the Revised Registration
Statement to discuss all material assumptions underlying the projected financial information, including the number of NuScale Power Modules
going into commercial operations in each year relating to the forecast, and the timing of expected cash revenues, service revenues and
gross margins relating to those NuScale Power Modules. The Company also added a cross reference to other disclosures contained in the
Registration Statement describing the potential market and customers for NuScale LLC, which disclosures are consistent with, and were
considered in the creation of, the projected financial information. The Company also added a cross reference from the disclosures on pages 197
and 198) to the projected financial information, and confirm to the Staff that there are no material differences. We note that the
2027 date disclosed on page 197 represents the date when “NuScale LLC expects to be ready to deliver modules to customers,”
and that the module delivery date will always precede the commercial operation date, which the Company assumed will first begin in 2029.

 

10.            Staff’s
comment: We note the term of the projections. Please explain the basis of the projections beyond year three and if the forecasts
reflect more than simple assumptions about growth rates. It should be clear from your revisions how the projected growth rates are sustainable
over the selected period of time, and why assuming such growth rates are reasonable.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 108 of the Revised Registration Statement
to discuss the specific number of NuScale Power Modules that the Company’s management assumed would go into commercial operations
in each year relating to the forecast, and the lead time between generation of cash revenue and the commercial operation date. The Company
notes that the number of NPMs assumed to go into commercial operations prior to the year 2035 are based on specific assumptions in each
year for performance under our signed customer contract with UAMPS, and the conversion and performance under 19 signed memoranda of understanding
and over 110 active customer opportunities that we have, as disclosed on page 198. From 2035 to 2039, NuScale
LLC escalated the number of NPMs going into commercial operations by approximately 2% each year, as described in the new disclosures.
NuScale LLC management believes these assumptions are reasonable and sustainable, and we have added disclosure and cross references to
market and customer descriptions which support this belief.

 

11.            Staff’s
comment: Refer to the first sentence of capitalized font on page 100 and revise to clarify, if true, that you will not
provide the update or revision except as required by law.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 109 of the Revised Registration Statement.

 

      4

 

Material United States Federal Income Tax Considerations,
page 144

 

12.            Staff’s
comment: In light of the disclosure in this section, please file the opinion required by Item 601(b)(8) of Regulation
S-K.

 

Response:
In response to the Staff’s comment, the Company has revised the Exhibit Index of the Revised Registration Statement to include
the opinion required by Item 601(b)(8) of Regulation S-K which will be filed by amendment in a subsequent filing.

 

Notes To Unaudited Pro Forma Condensed Combined Financial Information

3 Transaction Accounting Adjustments

Adjustment (L), page 166

 

13.            Staff’s
comment: Please disclose the maximum possible liability that NuScale Corp is obligated to pay under the Tax Receivable Agreement
if all NuScale LLC Class B Units convert upon completion of the proposed transaction.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 178 of the Revised Registration Statement.

 

Partnerships, page 192

 

14.            Staff’s
comment: Please expand your disclosure to elaborate on the nature of your partnerships and provide the material terms related
to such agreements, including the duration of the underlying agreements and the respective rights and obligations of the parties. To the
extent these partnerships are material, please revise to disclose the material terms and tell us what consideration you have given to
filing any such agreement as an exhibit, particularly those related to your relationship with the DOE.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 254, 255, and 256 of the Revised Registration
Statement to provide more detail regarding NuScale LLC’s partnerships. On page 208, the Company has inserted a cross-reference,
at the end of the paragraph that begins “Strategic Investors,” to the section titled “Certain Relationships and
Related Party Transactions – NuScale LLC Related Party Transactions,” and included in that section additional information
about our arrangements with certain strategic investors. In addition, the Company has summarized under the heading “Research and
Development,” beginning on page 209 of the Revised Registration Statement, the material terms of NuScale LLC’s agreements
with the DOE and its relationships with academic institutions.

 

NuScale LLC has
assessed the materiality of its agreements based on quantitative and qualitative factors, including their materiality to executing on
NuScale LLC’s development plan and to achieving projected financial results. Based on that analysis, the Company has filed the material
agreements that comprise NuScale LLC’s relationship with the DOE. NuScale LLC will periodically assess its relationships and agreements
with strategic partners as it progresses toward commercializing NuScale LLC’s SMR, and update its public disclosures as necessary.

 

      5

 

Intellectual Property, page 193

 

15.            Staff’s
comment: Please revise to disclose the duration of NuScale LLC's patents. See Item 101 (h)(4)(iv) of Regulation S-K.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 208 of the Revised Registration Statement.

 

Management of NuScale Prior to and Following
the Transactions, page 217

 

16.            Staff’s
comment: Please revise to state the term of office for each director.

 

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 236, 240, and 241 of the Revised Registration
Statement.

 

NuScale Power LLC

Notes to the Financial Statements

2 Summary of Significant Accounting Policies, page F-50

 

17.            Staff’s
comment: Please revise to disclose your company’s goodwill and IPR&D impairment accounting policies. Please also
revise your disclosure to provide greater detail regarding how you performed your annual impairment tests.

 

Response:
In response to the Staff’s comment, NuScale LLC notes that in its 2021 year-end financial statements, to be included in future filings,
NuScale LLC will update its Goodwill and IPR&D accounting policies disclosure to read as follows (with amended language presented
as unde

United States securities and exchange commission logo
February 3, 2022
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp.
2100 McKinney Avenue, Suite 1675
Dallas, TX 75201
Re:Spring Valley Acquisition Corp.
Registration Statement on Form S-4
Filed January 7, 2022
File No. 333-262053
Dear Mr. Sorrells:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 Filed on January 7, 2022
Questions and Answers About the Transactions and the Extraordinary General Meeting, page 11
1.In this section, please quantify the aggregate dollar amount and describe the nature of
what the sponsor and its affiliates have at risk that depends on the completion of a
business combination.  Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement.  Provide similar disclosure for the company's officers and directors, if
material.  If, for example, no loans are outstanding or expenses awaiting reimbursement,
state so directly.
2.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 February 3, 2022 Page 2
 FirstName LastNameChristopher Sorrells
Spring Valley Acquisition Corp.
February 3, 2022
Page 2
What are the transactions?, page 11
3.Please revise to explain briefly the purpose of the transactions to which you refer and the
related agreements, such as the tax receivable agreement, as well as the post-transaction
ownership structure involving classes of stock and units that will be outstanding.
Summary, page 25
4.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Risk Factors, page 43
5.Please tell us whether the sponsor will receive additional securities pursuant to an anti-
dilution adjustment based on the company's additional financial activities.  To the extent
they will, quantify the number and value of securities the sponsor will receive.  In
addition, disclose the ownership percentages in the company before and after the
additional financing to highlight the dilution risk to public stockholders.
6.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement
7.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company's officers and directors.  This
could include fiduciary or contractual obligations to other entities as well as any interest
in, or affiliation with, the target company.  In addition, please clarify how the board
considered those conflicts in negotiating and recommending the business combination.
PIPE Investment, page 90
8.Please describe the "certain commercial arrangements" to which you agreed in exchange
for the PIPE investment.
Certain NuScale LLC Projected Financial Information, page 99
9.Please revise to disclose all material assumptions underlying the projected financial
information, the market assumed in developing those assumptions and explain how those
assumptions relate and resulted in the projections disclosed.  Quantify the underlying
assumptions to the extent possible.  Also, as applicable, explain how the projected
information currently disclosed is representative of your current operations and
opportunities, such as the "pipeline" referenced on page 183 and anticipated delivery of
modules beginning in 2027, as disclosed on page 182.  Explain in detail the reasons for
any material difference.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 February 3, 2022 Page 3
 FirstName LastNameChristopher Sorrells
Spring Valley Acquisition Corp.
February 3, 2022
Page 3
10.We note the term of the projections.  Please explain the basis of the projections beyond
year three and if the forecasts reflect more than simple assumptions about growth rates.  It
should be clear from your revisions how the projected growth rates are sustainable over
the selected period of time, and why assuming such growth rates are reasonable.
11.Refer to the first sentence of capitalized font on page 100 and revise to clarify, if true, that
you will not provide the update or revision except as required by law.
Material United States Federal Income Tax Considerations, page 144
12.In light of the disclosure in this section, please file the opinion required by Item 601(b)(8)
of Regulation S-K.
Notes To Unaudited Pro Forma Condensed Combined Financial Information
3 Transaction Accounting Adjustments
Adjustment (L), page 166
13.Please disclose the maximum possible liability that NuScale Corp is obligated to pay
under the Tax Receivable Agreement if all NuScale LLC Class B Units convert upon
completion of the proposed transaction.
Partnerships, page 192
14.Please expand your disclosure to elaborate on the nature of your partnerships and provide
the material terms related to such agreements, including the duration of the underlying
agreements and the respective rights and obligations of the parties. To the extent these
partnerships are material, please revise to disclose the material terms and tell us what
consideration you have given to filing any such agreement as an exhibit, particularly those
related to your relationship with the DOE.
Intellectual Property, page 193
15.Please revise to disclose the duration of NuScale LLC's patents.  See Item 101(h)(4)(iv) of
Regulation S-K.
Management of NuScale Prior to and Following the Transactions, page 217
16.Please revise to state the term of office for each director.
NuScale Power LLC
Notes to the Financial Statements
2 Summary of Significant Accounting Policies, page F-50
17.Please revise to disclose your company’s goodwill and IPR&D impairment accounting
policies.  Please also revise your disclosure to provide greater detail regarding how you
performed your annual impairment tests.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 February 3, 2022 Page 4
 FirstName LastNameChristopher Sorrells
Spring Valley Acquisition Corp.
February 3, 2022
Page 4
Exhibits
18.We note your references to employment agreements on page 214.  Please file these
agreements as exhibits to the registration statement.  See Item 601(b)(10) of Regulation S-
K.
General
19.You note that the charter waived the corporate opportunities doctrine.  Please address this
potential conflict of interest and whether it impacted your search for an acquisition target.
20.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
21.We note your disclosure on page 57 that the forum selection provision does not apply to
suits brought to enforce the Exchange Act.  However, in Article IX of the Bylaws, there is
no mention of whether the forum provision applies to Exchange Act claims.  Please
disclose whether the forum provision in your Bylaws applies to claims arising under the
Exchange Act and revise your proposed Bylaws accordingly.
22.The discussion of the Tax Receivable Agreement (TRA) and the redirection of cash flows
to the continuing unitholders should be enhanced and given more prominence in your
prospectus. Please expand the discussion of the TRA as a principal topic in the
prospectus summary so that readers do not have to search for key information about
significant financial arrangements that will materially impact the company's liquidity.
Please ensure that your revised disclosure states clearly that you expect the payments to be
substantial and that the arrangement will reduce the cash provided by the tax savings that
would otherwise have been available to you for other uses. Because the arrangement could
be considered a windfall for the continuing unitholders, your disclosure at the top of the
prospectus should adequately address the fact that the agreement confers significant
economic benefits to the continuing unitholders and redirects cash flows to them at the
expense of the rest of your shareholders.
23.Please disclose on your cover page and summary that you will be a "controlled company"
following the transactions and add appropriate risk factor disclosure related to the
corporate governance exemptions available to you and on which you intend to rely.
24.Please disclose the sponsor and its affiliates total potential ownership in the combined
company, assuming completion of the PIPE and exercise or conversion of all securities.
25.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
26.It appears that underwriting fees remain constant and are not adjusted based on

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 February 3, 2022 Page 5
 FirstName LastName
Christopher Sorrells
Spring Valley Acquisition Corp.
February 3, 2022
Page 5
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
27.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions
28.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6001 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matt Pacey

CORRESP
1
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Spring Valley Acquisition Corp.

2100 McKinney Ave., Suite 1675

Dallas, TX 75201

July 22, 2021

VIA EDGAR

Office of Life Sciences

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Eric Atallah

Terence O’Brien

Margaret Schwartz

Laura Crotty

 Re: Spring Valley Acquisition Corp.

Registration Statement on Form S-4, as amended

File No. 333-255978

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Spring Valley Acquisition Corp. (the “Company”) hereby requests acceleration of the effective
date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on July 26, 2021, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration
Statement be declared effective.

Please contact Matthew R. Pacey, of Kirkland &
Ellis LLP, special counsel to the Company, at (713) 836-3786, as soon as the registration statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Jeffrey Schramm

    Jeffrey Schramm

    Chief Financial Officer

CORRESP
1
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Spring
Valley Acquisition Corp.

2100 McKinney Ave, Suite 1675

Dallas, TX 75201

July 20, 2021

VIA EDGAR

    Attention:
    Eric Atallah

    Terence O'Brien

    Margaret Schwartz

    Laura Crotty

United States Securities and Exchange
Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

 Re: Spring Valley Acquisition Corp.

      Amendment No. 2 to Registration Statement
                                            on Form S-4

      Filed July 9, 2021

      File No. 333-255978

Ladies and Gentlemen:

This letter sets forth the
response of Spring Valley Acquisition Corp. (the “Company”) to the comments of the staff of the Division of
Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated July 16,
2021, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing Amendment No. 3 to the Registration Statement on Form S-4
(the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Amendment No. 2 to Registration Statement on Form S-4,
Filed July 9, 2021

Non-GAAP Financial Measures, page 189

1.             Staff’s
comment: The most directly comparable GAAP measure to "adjusted gross loss exclusive of depreciation and amortization"
would be gross loss calculated on a GAAP basis, i.e. including depreciation and amortization in cost of goods sold. This applies even
if this GAAP line item is not shown on the statement of operations. Please refer to Item 10(e)(1)(i) of Regulation S-K and revise
the presentation accordingly.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 189 and 190 accordingly.

Consolidated Statement of Operations and Comprehensive Loss for
the Years Ended December 31, 2019 and 2020, page F-41

2.             Staff’s
comment: We note your revisions in response to prior comment 6.  Please explain to us why you did not revise your presentation
in your statements of operations for the years ended December 31, 2019 and 2020, respectively.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page F-41 accordingly.

Exhibits

3.             Staff’s
comment: We note the legality opinion filed as Exhibit 5.1. We note you separately opined on the New AeroFarms Common
Stock issuable upon conversion of Class A and Class B ordinary shares as well as the Consideration Shares. Please revise
to clarify whether the defined term Consideration Shares covers subcategories (a) through (e) of (i) on page 2 or
only (i)(e). To the extent it only refers to (i)(e), please include an opinion that covers (i)(d), i.e. the 3,333,333 shares of New AeroFarms
Common Stock issuable upon the automatic conversion of the principal and accrued interest due on Dream Holdings’ subordinated unsecured
convertible promissory notes. Please also tell us why the 20,400,000 shares of New AeroFarms Common Stock issuable upon exercise of the
New AeroFarms Warrants appears as both (i)(c) and (iii) or revise to remove (i)(c). Finally, please revise the first assumption
on page 4 that you express no opinion as to the applicability of, compliance with, or effect of any bankruptcy, insolvency, reorganization
or similar law to remove any assumption that the Company is not in bankruptcy. Refer to II.B.3.a of Staff Legal Bulletin No. 19.

Response:
The Company acknowledges the Staff’s comment and has revised Exhibit 5.1 accordingly. With respect to the last two sentences of the Staff's comment, we respectfully advise the Staff that the opinion as originally drafted
does not assume that the Company is not in bankruptcy. Therefore we have not made any changes to the opinion filed as Exhibit 5.1 to address
the last two sentences of the Staff's comment.

*****

We respectfully request the
Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Matthew
R. Pacey of Kirkland & Ellis LLP at (713) 836-3786 with any questions or further comments regarding the responses to the Staff’s
comments.

    2

    Sincerely,

    SPRING VALLEY ACQUISITION CORP.

    By:
    /s/  Christopher Sorrells

    Name: Christopher Sorrells

    Title: Chief Executive Officer

CC: David Rosenberg, Dream Holdings, Inc.

  Mark Boyland, Dream Holdings, Inc.

  Scott Cowan, DLA Piper LLP

  Matthew Pacey, Kirkland & Ellis LLP

    3

United States securities and exchange commission logo
July 16, 2021
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp.
2100 McKinney Ave, Suite 1675
Dallas, TX 75201
Re:Spring Valley Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 9, 2021
File No. 333-255978
Dear Mr. Sorrells:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 1, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4, Filed July 9, 2021
Non-GAAP Financial Measures, page 189
1.The most directly comparable GAAP measure to "adjusted gross loss exclusive of
depreciation and amortization" would be gross loss calculated on a GAAP basis, i.e.
including depreciation and amortization in cost of goods sold. This applies even if this
GAAP line item is not shown on the statement of operations. Please refer to Item
10(e)(1)(i) of Regulation S-K and revise the presentation accordingly.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 July 16, 2021 Page 2
 FirstName LastName
Christopher Sorrells
Spring Valley Acquisition Corp.
July 16, 2021
Page 2
Consolidated Statement of Operations and Comprehensive Loss for the Years Ended December
31, 2019 and 2020, page F-41
2.We note your revisions in response to prior comment 6.  Please explain to us why you did
not revise your presentation in your statements of operations for the years ended
December 31, 2019 and 2020, respectively.
Exhibits
3.We note the legality opinion filed as Exhibit 5.1. We note you separately opined on the
New AeroFarms Common Stock issuable upon conversion of Class A and Class B
ordinary shares as well as the Consideration Shares. Please revise to clarify whether the
defined term Consideration Shares covers subcategories (a) through (e) of (i) on page 2 or
only (i)(e). To the extent it only refers to (i)(e), please include an opinion that covers
(i)(d), i.e. the 3,333,333 shares of New AeroFarms Common Stock issuable upon the
automatic conversion of the principal and accrued interest due on Dream Holdings’
subordinated unsecured convertible promissory notes. Please also tell us why the
20,400,000 shares of New AeroFarms Common Stock issuable upon exercise of the New
AeroFarms Warrants appears as both (i)(c) and (iii) or revise to remove (i)(c). Finally,
please revise the first assumption on page 4 that you express no opinion as to the
applicability of, compliance with, or effect of any bankruptcy, insolvency, reorganization
or similar law to remove any assumption that the Company is not in bankruptcy. Refer to
II.B.3.a of Staff Legal Bulletin No. 19.
            You may contact Eric Atallah at 202-551-3663 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew R. Pacey, Esq.

CORRESP
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Spring
Valley Acquisition Corp.

2100 McKinney Ave, Suite 1675

Dallas, TX 75201

July 8, 2021

VIA EDGAR

Attention: Eric Atallah

  Terence O'Brien

  Margaret Schwartz

  Laura Crotty

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

 Re: Spring Valley Acquisition Corp.

    Amendment No. 1 to Registration Statement
                                            on Form S-4

    Filed June 22, 2021

    File No. 333-255978

Ladies and Gentlemen:

This letter sets forth the
response of Spring Valley Acquisition Corp. (the “Company”) to the comments of the staff of the Division of
Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated July 1,
2021, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement on Form S-4
(the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Amendment No. 1 to Registration Statement on Form S-4,
Filed June 22, 2021

Risk Factors

AeroFarms' ability to use net operating loss carryforwards and other
tax attributes may be limited..., page 38

1.            Staff’s
comment: We note your response to our prior comment 3. Please estimate the applicable long-term, tax-exempt rate.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 39 accordingly.

Business Combination Proposal

The Merger Agreement page 80

2.             Staff’s
comment: We note your response to our prior comment 4 and reissue the comment in part. Please revise your disclosure regarding
the Registration Rights Agreement to identify the "certain other holders" that will enter into the agreement along with the
Sponsor.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 10, 80, 81, 220 and 221
accordingly.

The Spring Valley Board's Reasons for the Business Combination,
page 86

3.             Staff’s
comment: We note your response to our prior comment 8. Please revise page 87 in the discussion of the board’s decision
to acknowledge that you have not finalized plans for measuring the New AeroFarms’ public benefit performance.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 87 accordingly.

4.             Staff’s
comment: We note your response to our prior comment 9. With respect to the projected financial information, please revise
to state whether, and if so, how, the passage of time was considered in relation to the six-year projection period.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 92 accordingly.

Governing Documents Proposals D - Approval of Other Changes in Connection
with Adoption of the Proposed Governing Documents, page 109

5.             Staff’s
comment: We note your response to our prior comment 13. Please revise your request that shareholders approve all other changes
necessary or, as mutually agreed in good faith by Spring Valley and Dream Holdings, desirable, to instead make clear that you are only
referring to immaterial changes and that all material changes are being presented for a vote.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page xiii, xiv, 6, 7, 62, 100 and 113
accordingly.

Consolidated Statement of Operations and Comprehensive Loss for
the Three Months Ended March 31, 2021 and 2020, page F-68

6.             Staff’s
comment: We note your response and revised presentation in response to prior comment 22. Please tell us how your presentation
of gross loss exclusive of depreciation and amortization complies with SAB Topic 1 IB, which indicates that depreciation and amortization
should not be positioned in the income statement in a manner which results in reporting a figure for income before depreciation.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 146, 189, 190, 192, 193, 194, 195, 196,
197 and F-68 accordingly.

       2

Exhibits

7.             Staff’s
comment: We note your response to our prior comment 32. Please file the Spring Valley Letter Agreement and the Sponsor Letter
Agreement as exhibits, or explain why you do not believe such filing is required. See Item 601 (b)( 10) of Regulation S-K for guidance.

Response:
The Company acknowledges the Staff’s comment and has revised the Exhibit Index accordingly.

*****

We respectfully request the
Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Matthew
R. Pacey of Kirkland & Ellis LLP at (713) 836-3786 with any questions or further comments regarding the responses to the Staff’s
comments.

    Sincerely,

    SPRING VALLEY ACQUISITION CORP.

    By:
    /s/ Christopher
Sorrells

    Name: Christopher Sorrells

    Title: Chief Executive Officer

CC: David Rosenberg, Dream Holdings, Inc.

  Mark Boyland, Dream Holdings, Inc.

  Scott Cowan, DLA Piper LLP

  Lance Hancock, Kirkland & Ellis LLP

       3

United States securities and exchange commission logo
July 1, 2021
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp.
2100 McKinney Ave, Suite 1675
Dallas, TX 75201
Re:Spring Valley Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 22, 2021
File No. 333-255978
Dear Mr. Sorrells:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 4, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4, Filed June 22, 2021
Risk Factors
AeroFarms' ability to use net operating loss carryforwards and other tax attributes may be
limited..., page 38
1.We note your response to our prior comment 3.  Please estimate the applicable long-term,
tax-exempt rate.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 July 1, 2021 Page 2
 FirstName LastName
Christopher Sorrells
Spring Valley Acquisition Corp.
July 1, 2021
Page 2
Business Combination Proposal
The Merger Agreement, page 80
2.We note your response to our prior comment 4 and reissue the comment in part. Please
revise your disclosure regarding the Registration Rights Agreement to identify the "certain
other holders" that will enter into the agreement along with the Sponsor.
The Spring Valley Board's Reasons for the Business Combination, page 86
3.We note your response to our prior comment 8. Please revise page 87 in the discussion of
the board’s decision to acknowledge that you have not finalized plans for measuring the
New AeroFarms’ public benefit performance.
4.We note your response to our prior comment 9. With respect to the projected financial
information, please revise to state whether, and if so, how, the passage of time was
considered in relation to the six-year projection period.
Governing Documents Proposals D - Approval of Other Changes in Connection with Adoption
of the Proposed Governing Documents, page 109
5.We note your response to our prior comment 13. Please revise your request that
shareholders approve all other changes necessary or, as mutually agreed in good faith by
Spring Valley and Dream Holdings, desirable, to instead make clear that you are only
referring to immaterial changes and that all material changes are being presented for a
vote.
Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended
March 31, 2021 and 2020, page F-68
6.We note your response and revised presentation in response to prior comment 22.  Please
tell us how your presentation of gross loss exclusive of depreciation and
amortization complies with SAB Topic 11B, which indicates that depreciation and
amortization should not be positioned in the income statement in a manner which results
in reporting a figure for income before depreciation.
Exhibits
7.We note your response to our prior comment 32. Please file the Spring Valley Letter
Agreement and the Sponsor Letter Agreement as exhibits, or explain why you do not
believe such filing is required. See Item 601(b)(10) of Regulation S-K for guidance.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 July 1, 2021 Page 3
 FirstName LastName
Christopher Sorrells
Spring Valley Acquisition Corp.
July 1, 2021
Page 3
            You may contact Eric Atallah at 202-551-3663 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew R. Pacey, Esq.

CORRESP
1
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Spring
Valley Acquisition Corp.

2100 McKinney Ave, Suite 1675

Dallas, TX 75201

June 22, 2021

VIA
EDGAR

Attention:          Eric
Atallah

                          Terence O'Brien

                          Margaret Schwartz

                          Laura Crotty

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Re:     Spring
Valley Acquisition Corp.

           Registration Statement on Form S-4

           Filed May 10, 2021

           File No. 333-255978

Ladies and Gentlemen:

This letter sets forth the
response of Spring Valley Acquisition Corp. (the “Company”) to the comments of the staff of the Division of
Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated June 4,
2021, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing a revised Registration Statement on Form S-4 (the “Revised
Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Registration Statement on Form S-4, Filed
May 10, 2021

Letter to Shareholders

1.            Staff’s
comment: Please prominently quantify the Merger Consideration to be paid by Spring Valley in relation to the business combination
both in the letter to Spring Valley Acquisition Corp, shareholders and the Summary of the Proxy Statement/Prospectus, rather than only
referring to the defined term.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in the Letter to Shareholders and on
pages xii, xv, xx, 5, 6, 68, 69 and 94 of the Revised Registration Statement accordingly.

Summary of the Proxy Statement/Prospectus,
page 1

2.            Staff’s
comment: Please expand the “Exclusivity” bullet on page 9 to explain what this refers to.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 9 of the Revised Registration Statement
accordingly.

Risk Factors

AeroFarms' ability to use net operating loss
carryforwards and other tax attributes may be limited..., page 38

3.            Staff’s
comment: We note your statement that it is likely that the Business Combination would result in an ownership change and if
an ownership change is deemed to have occurred, New AeroFarms' carryforwards may be limited. Please revise to explain how the limitation
on the use of carryforwards is determined if there is an ownership change.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 38 and 39 of the Revised Registration
Statement accordingly.

Business Combination Proposal

The Merger Agreement, page 67

4.            Staff’s
comment: Please revise page 79 to disclose the number of shares that will be covered by the Registration Rights Agreement
and the “certain other holders” party thereto.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages  10, 79, 219 and 220 of the
Revised Registration Statement accordingly.

5.            Staff’s
comment: Please revise to define Series 2 Preferred Stock Exchange Ratio, Common Stock Exchange Ratio and Exchange Ratio.
Please also state the value of such ratios assumed in this proxy statement/prospectus.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages xii, xv, xx, 5, 6, 68, 69 and 94 of the Revised Registration Statement accordingly.

Background of the Business Combination, page 81

6.            Staff’s
comment: Please revise page 82 to provide a more detailed description of the process used in eliminating potential business
combination candidates as you progressed from 18 candidates with which you signed non-disclosure agreements to Dream Holdings. Include
more specific information about the most material negotiations, including the industry and size of such companies and why discussions
ended.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 82 and 83 of the Revised Registration
Statement accordingly.

    2

7.            Staff’s
comment: Please revise to provide more information about the negotiation of the material terms of the Merger Agreement, including
any material changes from the letter of intent, and which party proposed which changes.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 84 of the Revised
Registration Statement accordingly.

The Spring Valley Board's Reasons for the Business
Combination, page 84

8.            Staff’s
comment: You indicate on page 174 that “New AeroFarms will evaluate how to meet the reporting obligations required
as a public benefit corporation under Delaware law, and the frequency with which it intends to issue such reports.” To the extent
this indicates you have not finalized your plans for your reporting obligations as a public benefit corporation, where you discuss New
AeroFarms’ status as a public benefit corporation and certified B Corp, designation as a factor supporting the board’s decision
to approve the business combination on page 85, please acknowledge that you have not finalized plans for measuring the New AeroFarms’
public benefit performance.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 183 of the Revised Registration
Statement in accordance with the Staff’s comment. The revised disclosure on page 183 acknowledges that New AeroFarms
expects to finalize its plans with respect to measuring its public benefit performance within six months of the closing of the
Business Combination.

9.            Staff’s
comment: Page 86 says Spring Valley’s management team conducted a valuation analysis of Dream Holdings. We also
note that page 69 says the parties agreed to the Exchange Ratio assuming a Dream Holdings equity value of approximately $800,000,000,
and additionally, in your public statements you have referenced using comparisons to other sustainable high growth food companies like
Beyond Meat, Fresh Pet and AppHarvest, as well as at high growth food and beverage. Please revise your disclosure to summarize the following
in relation to the valuation analysis.

•              how
the projected financial information described starting on page 87 was used, both quantitatively and qualitatively;

•              in
relation to the projected financial information, whether, and if so, how, the passage of time was considered in relation to the six-year
projection period;

•              any
precedent transactions or comparisons to other companies considered; and

•              any
transaction multiples considered in relation to industry medians, if available.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages  89-91 of the Revised
Registration Statement accordingly.

    3

Certain Dream Holdings Projected Financial
Information, page 87

10.          Staff’s
comment: We note your disclosure that Dream Holdings provided the Spring Valley board with internally-derived forecasts for
each of the years in the six-year period ending December 31, 2026. We also note that you have disclosed only the "key elements"
of those projections on page 88. Please revise this section to disclose all material projections considered by the Spring Valley
board, rather than limiting the information to the "key elements" thereof.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 90 and 91 of the Revised Registration
Statement accordingly. The Company advises the Staff that the Revised Registration Statement includes all material projections considered by the Spring Valley
board.

11.          Staff’s
comment: Please revise page 88 to describe when the remaining of the 16 facilities are projected to be completed as well
as any other material assumptions, such as whether berry production is taken into account.

Response:
The Company acknowledges the Staff's comment and has revised the disclosure on page 90 of the Revised Registration Statement
accordingly.

Interests of Spring Valley's Directors and
Executive Officers in the Business Combination, page 89

12.          Staff’s
comment: We note disclosure on page 90 and elsewhere regarding conflicts of interest
in circumstances where the founder shares become worthless without an initial business combination. Please disclose in quantitative and
qualitative terms how economic incentives could result in substantial misalignment of interests in an initial business combination. For
example, since your sponsor acquired a 20% stake for approximately $0.003 per share and the offering is for $10.00 a share, the insiders
could make a substantial profit after the initial business combination even if public investors experience substantial losses.

Response:
The Company acknowledges the Staff’s comment and revised the disclosure on pages 92 and 93 of the Revised Registration
Statement accordingly.

Governing Documents Proposals D - Approval
of Other Changes in Connection with Adoption of the Proposed Governing Documents, page 105

13.          Staff’s
comment: We note that Governing Documents Proposal D is seeking stockholder approval of “all other changes necessary
or, as mutually agreed in good faith by Spring Valley and Dream Holdings, desirable in connection with the replacement of the Interim
Delaware Certificate of Incorporation and Interim Delaware Bylaws with the Proposed Certificate of Incorporation and the Proposed Bylaws.”
Additionally, on page 105 you state that “certain material changes between the Existing Governing Documents and the Proposed
Governing Documents have been unbundled into distinct Governing Documents Proposals.” Please ensure all material differences are
presented as separate proposals to be voted upon. Please refer to Rule 14a-4(a)(3) of Regulation 14A and the Compliance and
Disclosure Interpretations relating to Rule 14a-4(a)(3), which is available on our website.

    4

Response: The
Company acknowledges the Staff’s comment and revised the disclosure throughout the Revised Registration Statement
accordingly to ensure that all material differences are presented as separate proposals to be voted upon.

14.          Staff’s
comment: We note your statement on page 105 that the selection of the Court of Chancery as the exclusive forum for certain
actions “shall not preclude the filing of claims in the federal district courts of the United States of under the Securities Act
or under the Exchange Act.” Please reconcile this disclosure with page 216, where you state that it is mandatory to file such
claims in federal district court: “the federal district courts of United States shall be the sole and exclusive forum for resolving
any action asserting a claim arising under the Securities Act.” Additionally, please revise page 216 or elsewhere to disclose
any uncertainty regarding enforceability of your exclusive forum provision and clearly describe any risks or other impacts on investors.
Risks may include, but are not limited to, increased costs to bring a claim and that these provisions can discourage claims or limit
investors’ ability to bring a claim in a judicial forum that they find favorable.

Response: The
Company acknowledges the Staff’s comment and revised the disclosure on pages 110, 111, 231 and 232 of the Revised
Registration Statement accordingly.

Nasdaq Proposal, page 108

15.          Staff’s
comment: Please revise to clarify the role of Spring Valley Investors, mentioned on page 108.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 114 of the Revised Registration
Statement accordingly.

Information about Dream Holdings, Inc.,
page 163

16.         Staff’s
comment: We note your discussion on page 165 regarding the comparison of your products to organic products. Please revise
to more explicitly state the criteria for organic products and why your products are not organic.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 172 of the Revised Registration
Statement in accordance with the Staff’s comment.

17.          Staff’s
comment: We note your statement on page 166: “In a recent customer survey, for example, we received a best-in-class
Net Promoter Score over 50% higher than the vertical farming segment average.” Please revise page 166 to explain the Net Promoter
Score metric, including the basis for the vertical farming segment average Net Promoter Score.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 173 of the Revised Registration
Statement in accordance with the Staff’s comment.

    5

18.          Staff’s
comment: We note your disclosure on pages 168-169 and elsewhere concerning plant genetics. Please revise to state whether
your plants are considered genetically modified, and if so the implications of such designation, such as regulatory implications.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 176 of the Revised Registration
Statement in accordance with the Staff’s comment.

19.          Staff’s
comment: Your graphic on page 170 indicates that you actively participate in an NIH trial and you are growing an API for
a separate trial, however, the disclosure on page 171 indicates there is only one trial that you are involved with. If you are only
involved in one trial then please revise the graphic accordingly. Otherwise, please revise page 171 to describe both trials.

Response: The
Company acknowledges the Staff’s comment and has revised the graphic on page 178 of the Revised Registration Statement
to reflect one trial in accordance with the Staff’s comment.

20.          Staff’s
comment: Please revise page 174 to disclose (i) the specific technologies to which such patents relate, (ii) how
many of the 53 patents are owned, (iii) the type of patent protection, (iv) the patent expiration dates and (v) the jurisdictions
covered.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 182-185 of the Revised Registration
Statement in accordance with the Staff’s comment.

21.          Staff’s
comment: Please revise your disclosure to describe the competitive business conditions and your competitive position in the
industry and methods of competition.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 176 of the Revised Registration
Statement in accordance with the Staff’s comment. Additionally, please refer to the disclosure on page 173 of the
Revised Registration Statement under the section entitled “Our Competitive Strengths” for an additional discussion on
the competitive landscape and competitive positions in the industry of the Company.

Key Components of Results of Operations

Cost of Goods Sold, page 181

22.          Staff’s
comment: We note that depreciation of manufacturing equipment is included in your cost of goods sold. We also note from your
disclosure on pages F-23 and F-35 that your depreciation and amortization expense for the years ended December 31, 2020 and
2019 was $1,505,387 and $1,251,965, respectively. Please quantify the amount of depreciation expense included in your cost of goods sold
and confirm that your income statement presentation complies with SAB Topic 11B.

Response: For the financial statements presented, the entire Depreciation and Amortization (including depreciation and amortization related to COGS)
is listed on a single line in the P

United States securities and exchange commission logo
June 4, 2021
Christopher Sorrells
Chief Executive Officer
Spring Valley Acquisition Corp.
2100 McKinney Ave, Suite 1675
Dallas, TX 75201
Re:Spring Valley Acquisition Corp.
Registration Statement on Form S-4
Filed May 10, 2021
File No. 333-255978
Dear Mr. Sorrells:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4, Filed May 10, 2021
Letter to Shareholders, page 0
1.Please prominently quantify the Merger Consideration to be paid by Spring Valley in
relation to the business combination both in the letter to Spring Valley Acquisition Corp.
shareholders and the Summary of the Proxy Statement/Prospectus, rather than only
referring to the defined term.
Summary of the Proxy Statement/Prospectus, page 1
2.Please expand the “Exclusivity” bullet on page 9 to explain what this refers to.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 June 4, 2021 Page 2
 FirstName LastName
Christopher Sorrells
Spring Valley Acquisition Corp.
June 4, 2021
Page 2
Risk Factors
AeroFarms' ability to use net operating loss carryforwards and other tax attributes may be
limited..., page 38
3.We note your statement that it is likely that the Business Combination would result in an
ownership change and if an ownership change is deemed to have occurred, New
AeroFarms' carryforwards may be limited. Please revise to explain how the limitation on
the use of carryforwards is determined if there is an ownership change.
Business Combination Proposal
The Merger Agreement, page 67
4.Please revise page 79 to disclose the number of shares that will be covered by the
Registration Rights Agreement and the “certain other holders” party thereto.
5.Please revise to define Series 2 Preferred Stock Exchange Ratio, Common Stock
Exchange Ratio and Exchange Ratio. Please also state the value of such ratios assumed in
this proxy statement/prospectus.
Background of the Business Combination, page 81
6.Please revise page 82 to provide a more detailed description of the process used in
eliminating potential business combination candidates as you progressed from 18
candidates with which you signed non-disclosure agreements to Dream Holdings. Include
more specific information about the most material negotiations, including the industry and
size of such companies and why discussions ended.
7.Please revise to provide more information about the negotiation of the material terms of
the Merger Agreement, including any material changes from the letter of intent, and which
party proposed which changes.
The Spring Valley Board's Reasons for the Business Combination, page 84
8.You indicate on page 174 that “New AeroFarms will evaluate how to meet the reporting
obligations required as a public benefit corporation under Delaware law, and the
frequency with which it intends to issue such reports.” To the extent this indicates you
have not finalized your plans for your reporting obligations as a public benefit
corporation, where you discuss New AeroFarms’ status as a public benefit corporation and
certified B Corp. designation as a factor supporting the board’s decision to approve the
business combination on page 85, please acknowledge that you have not finalized plans
for measuring the New AeroFarms’ public benefit performance.
9.Page 86 says Spring Valley’s management team conducted a valuation analysis of Dream
Holdings. We also note that page 69 says the parties agreed to the Exchange Ratio
assuming a Dream Holdings equity value of approximately $800,000,000, and
additionally, in your public statements you have referenced using comparisons to other

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 June 4, 2021 Page 3
 FirstName LastNameChristopher Sorrells
Spring Valley Acquisition Corp.
June 4, 2021
Page 3
sustainable high growth food companies like Beyond Meat, Fresh Pet and AppHarvest, as
well as at high growth food and beverage. Please revise your disclosure to summarize the
following in relation to the valuation analysis:
•how the projected financial information described starting on page 87 was used, both
quantitatively and qualitatively;
•in relation to the projected financial information, whether, and if so, how, the passage
of time was considered in relation to the six-year projection period;
•any precedent transactions or comparisons to other companies considered; and
•any transaction multiples considered in relation to industry medians, if available.
Certain Dream Holdings Projected Financial Information, page 87
10.We note your disclosure that Dream Holdings provided the Spring Valley board with
internally-derived forecasts for each of the years in the six-year period ending December
31, 2026. We also note that you have disclosed only the "key elements" of
those projections on page 88. Please revise this section to disclose all material projections
considered by the Spring Valley board, rather than limiting the information to the "key
elements" thereof.
11.Please revise page 88 to describe when the remaining of the 16 facilities are projected to
be completed as well as any other material assumptions, such as whether berry production
is taken into account.
Interests of Spring Valley's Directors and Executive Officers in the Business Combination, page
89
12.We note disclosure on page 90 and elsewhere regarding conflicts of interest in
circumstances where the founder shares become worthless without an initial business
combination. Please disclose in quantitative and qualitative terms how economic
incentives could result in substantial misalignment of interests in an initial business
combination. For example, since your sponsor acquired a 20% stake for approximately
$0.003 per share and the offering is for $10.00 a share, the insiders could make a
substantial profit after the initial business combination even if public investors experience
substantial losses.
Governing Documents Proposals D - Approval of Other Changes in Connection with Adoption
of the Proposed Governing Documents, page 105
13.We note that Governing Documents Proposal D is seeking stockholder approval of “all
other changes necessary or, as mutually agreed in good faith by Spring Valley and Dream
Holdings, desirable in connection with the replacement of the Interim Delaware
Certificate of Incorporation and Interim Delaware Bylaws with the Proposed Certificate of
Incorporation and the Proposed Bylaws.” Additionally, on page 105 you state that “certain
material changes between the Existing Governing Documents and the Proposed
Governing Documents have been unbundled into distinct Governing Documents

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 June 4, 2021 Page 4
 FirstName LastNameChristopher Sorrells
Spring Valley Acquisition Corp.
June 4, 2021
Page 4
Proposals.” Please ensure all material differences are presented as separate proposals to be
voted upon. Please refer to Rule 14a-4(a)(3) of Regulation 14A and the Compliance and
Disclosure Interpretations relating to Rule 14a-4(a)(3), which is available on our website.
14.We note your statement on page 105 that the selection of the Court of Chancery as the
exclusive forum for certain actions “shall not preclude the filing of claims in the federal
district courts of the United States of under the Securities Act or under the Exchange Act.”
Please reconcile this disclosure with page 216, where you state that it is mandatory to file
such claims in federal district court: “the federal district courts of United States shall be
the sole and exclusive forum for resolving any action asserting a claim arising under the
Securities Act.” Additionally, please revise page 216 or elsewhere to disclose any
uncertainty regarding enforceability of your exclusive forum provision and clearly
describe any risks or other impacts on investors. Risks may include, but are not limited to,
increased costs to bring a claim and that these provisions can discourage claims or limit
investors’ ability to bring a claim in a judicial forum that they find favorable.
Nasdaq Proposal, page 108
15.Please revise to clarify the role of Spring Valley Investors, mentioned on page 108.
Information about Dream Holdings, Inc., page 163
16.We note your discussion on page 165 regarding the comparison of your products to
organic products. Please revise to more explicitly state the criteria for organic products
and why your products are not organic.
17.We note your statement on page 166: “In a recent customer survey, for example, we
received a best-in-class Net Promoter Score over 50% higher than the vertical farming
segment average.” Please revise page 166 to explain the Net Promoter Score metric,
including the basis for the vertical farming segment average Net Promoter Score.
18.We note your disclosure on pages 168-169 and elsewhere concerning plant genetics.
Please revise to state whether your plants are considered genetically modified, and if so
the implications of such designation, such as regulatory implications.
19.Your graphic on page 170 indicates that you actively participate in an NIH trial and you
are growing an API for a separate trial, however, the disclosure on page 171 indicates
there is only one trial that you are involved with. If you are only involved in one trial
then please revise the graphic accordingly. Otherwise, please revise page 171 to describe
both trials.
20.Please revise page 174 to disclose (i) the specific technologies to which such patents
relate, (ii) how many of the 53 patents are owned, (iii) the type of patent protection, (iv)
the patent expiration dates and (v) the jurisdictions covered.
21.Please revise your disclosure to describe the competitive business conditions and your
competitive position in the industry and methods of competition.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 June 4, 2021 Page 5
 FirstName LastNameChristopher Sorrells
Spring Valley Acquisition Corp.
June 4, 2021
Page 5
Key Components of Results of Operations
Cost of Goods Sold, page 181
22.We note that depreciation of manufacturing equipment is included in your cost of goods
sold.  We also note from your disclosure on pages F-23 and F-35 that your depreciation
and amortization expense for the years ended December 31, 2020 and 2019 was
$1,505,387 and $1,251,965, respectively. Please quantify the amount of depreciation
expense included in your cost of goods sold and confirm that your income statement
presentation complies with SAB Topic 11B.
Results of Operations, page 182
23.Please expand your discussion of revenue, cost of sales and gross loss from Farm Products
and Research and Development Services to analyze the relative impact and contribution of
these separate markets, providing quantified information where available and useful for
understanding the business through the eyes of management. See SEC Release 33-8350.
Dream Holdings Managements Discussion and Analysis of Financial Condition and Results of
Operations
Commitments and Contingencies, page 186
24.We note that you have not included your notes payable or loans in your contractual
obligations table.  Please explain to us why these obligation were not included in your
table or revise your disclosure to include these obligations.
Beneficial Ownership of Securities, page 201
25.We note footnote 2 to the beneficial ownership table on page 202. Please revise to state
the amount of the interest Mr. Quinn holds in the Sponsor and/or Sponsor Parent. Please
also identify the natural person or persons who have voting and/or investment control of
the shares held by such entities. Additionally, if applicable, revise to state whether the
amount of shares shown for Mr. Quinn includes the shares that will be issued to Pearl in
the PIPE.
26.Please identify the natural person or persons who have voting and/or investment control of
the shares held by GSR Greens Inc., DEVA US Inc. and AF Holding Limited.
Proposed Conversion of New AeroFarms to a Public Benefit Corporation, page 207
27.We note your disclosure that New AeroFarms is required to publicly disclose a report at
least biennially. The Delaware General Corporation Law governing public benefit
corporations permits public benefit corporations to report the assessment of their public
benefit performance more frequently than biennially if required by the company’s
certificate of incorporate or bylaws.  Please discuss what consideration you have given to
the frequency of providing this report. In addition, disclose how you will provide these
reports to stockholders and when you expect to provide the first report.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acquisition Corp.
 June 4, 2021 Page 6
 FirstName LastNameChristopher Sorrells
Spring Valley Acquisition Corp.
June 4, 2021
Page 6
28.Please discuss the factors New AeroFarms will consider in determining the objectives and
standards by which the public benefit performance will be measured.  Please also disclose
how shareholders will understand whether the company has met those objectives and
standards and whether the company has developed any key performance metrics to
measure success.
Comparison of Corporate Governance and Shareholder Rights, page 209
29.We note your table starting on page 209, which is a summary outlining important
similarities and differences in the corporate governance and stockholder/shareholder rights
associated with each of Spring Valley and New AeroFarms according to applicable law
and/or the organizational documents of Spring Valley and New AeroFarms.  Please
consider expanding this tabular disclosure to also summarize key differences of a
traditional Delaware corporation and a Delaware public benefit corporation.  For example,
consider describing differences in director duties, director liability, conflicts of interest,
actions to enforce the public benefit, notices, biennially reporting and common law
fiduciary duties in transactions for corporate control.
Note 1 - Business and basis of presentation
Segment information, page F-26
30.We note that in March 2020, you began establishing an R&D Centre in Abu Dhabi.  If
revenues or long-lived assets attributed to foreign countries are material, revise your
disclosures to provide the entity wide information required by ASC paragraphs 280-10-
50-38 to 50-42.
Consolidated Financial Statements of Dream Holdings, Inc. and its Subsidiaries
Note 4 - Prepaid expenses and other current assets, page F-34
31.Please describe the significant terms and conditions of your Grow NJ tax credit sale
receivable.
Exhibits
32.Please file your Danville, New Jersey (212 Rome Street) and Abu Dhabi leases, the
Spring Valley Letter Agreement, the Sponsor Letter Agreement and the executive
employment agreement with David Rosenberg as exhibits.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameChristopher Sorrells
 Comapany NameSpring Valley Acqui

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November 23, 2020

VIA EDGAR

David Link

Special Counsel

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: David
Link

  Special Counsel

  Office of Real Estate & Construction

Re: Spring
Valley Acquisition Corp.

  Registration Statement on Form S-1 Filed September 25,
2020, as amended

  File No. 333-249067

Dear Mr. Link:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in
the request of Spring Valley Acquisition Corp. (the “Company”) that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on November 23, 2020,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP,
request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General
Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 1,473 copies of the
preliminary prospectus dated November 19, 2020 have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

The undersigned advise that they have complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

  Very truly yours,

  COWEN AND COMPANY, LLC

  By:
                                        /s/ Chris McCabe

                                        Name: Chris McCabe

                                        Title: Managing Director

  WELLS FARGO SECURITIES, LLC

  By:
                                        /s/ Jerry Serowik

                                        Name: Jerry Serowik

                                        Title: Managing Director

[Signature Page to Underwriter's
Acceleration Request Letter]

CORRESP
1
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Spring Valley Acquisition Corp.

2100 McKinney Ave., Suite 1675

Dallas, TX 75201

November 23, 2020

VIA EDGAR

Office of Electronics and Machinery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: David Link

 Re: Spring Valley Acquisition Corp.

Registration Statement on Form S-1, as amended

File No. 333-249067

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Spring Valley Acquisition Corp. (the “Company”) hereby requests acceleration of the effective
date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on November 23, 2020, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone
that such Registration Statement be declared effective.

Please contact Matthew R. Pacey, of Kirkland &
Ellis LLP, special counsel to the Company, at (713) 836-3786, as soon as the registration statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/
    Jeffrey Schramm

    Jeffrey
    Schramm

    Chief Financial Officer

CORRESP
1
filename1.htm

November 20, 2020

VIA EDGAR

David Link

Special Counsel

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Spring Valley Acquisition Corp.

    Withdrawal of Underwriter Acceleration Letter dated November
19, 2020

Dear Mr. Link:

We hereby withdraw, with immediate effect,
the Underwriter Acceleration Letter dated November 19, 2020 with respect to the Registration Statement on Form S-1, as amended
(Registration No. 333-249067) of Spring Valley Acquisition Corp.

[Signature page follows]

    Very truly yours,

    COWEN AND COMPANY, LLC

    By:
    /s/ Chris McCabe

    Name: Chris McCabe

    Title: Managing Director

    WELLS FARGO SECURITIES, LLC

    By:
    /s/ Jerry Serowik

    Name: Jerry Serowik

    Title: Managing Director

[Signature Page to Underwriter’s
Acceleration Withdrawal Request]

United States securities and exchange commission logo
November 20, 2020
Christopher Sorrells
Chief Executive Officer
SPRING VALLEY ACQUISITION CORP.
2100 McKinney Ave., Suite 1675
Dallas, TX 75201
Re:SPRING VALLEY ACQUISITION CORP.
Amendment No. 4 to Form S-1
Filed November 19, 2020
File No. 333-249067
Dear Mr. Sorrells:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1
General
1.We note the sponsor's option to extend by six months the time during which the company
will look for an initial business combination.  Please provide clear disclosure throughout,
including risk factor disclosure, that shareholders will not be given the opportunity to vote
on the extension and will not have redemption rights in connection with the extension.
Please also provide clear disclosure that this is different from the traditional SPAC.

            You may contact Peter McPhun at (202) 551-3581 or Wilson Lee at (202) 551-3468 if
you have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameChristopher Sorrells
 Comapany NameSPRING VALLEY ACQUISITION CORP.
 November 20, 2020 Page 2
 FirstName LastName
Christopher Sorrells
SPRING VALLEY ACQUISITION CORP.
November 20, 2020
Page 2
contact David Link at (202) 551-3356 or Pam Howell at (202) 551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew Pacey

CORRESP
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Spring Valley Acquisition Corp.

2100 McKinney Ave., Suite 1675

Dallas, TX 75201

November 20, 2020

VIA EDGAR

Office of Electronics and Machinery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: David Link

 Re: Spring Valley Acquisition Corp.

Registration Statement on Form S-1, as amended

File No. 333-249067

Ladies and Gentlemen:

On November 19, 2020, Spring Valley Acquisition
Corp. (the “Company”) requested that the effectiveness of the above-referenced
Registration Statement on Form S-1 be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern
Time, on November 23, 2020, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933,
as amended.

We hereby respectfully withdraw that acceleration
request.

The Company intends to submit the acceleration
request letter at a later time.

If you have any questions regarding this
letter, please contact Matthew R. Pacey, of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3786.

    Sincerely,

    /s/
    Jeffrey Schramm

    Jeffrey Schramm

    Chief Financial Officer

CORRESP
1
filename1.htm

November 19, 2020

VIA EDGAR

David Link

Special Counsel

Office of Real Estate & Construction

Division of Corporation
Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:      David
Link

Special Counsel

Office of Real Estate & Construction

Re:
        Spring Valley Acquisition Corp.

Registration Statement on Form S-1

Filed September 25,
2020, as

amended

File No. 333-249067

Dear Mr. Link:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
the undersigned hereby join in the request of Spring Valley Acquisition Corp. (the “Company”) that the effective date
of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington
D.C. time on November 23, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advise that as of the date hereof, approximately 410 copies of the preliminary prospectus dated
November 19, 2020 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors
and others.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

COWEN AND COMPANY, LLC

By:
/s/ Chris Weekes

Name:   Chris Weekes

Title:     Managing Director

WELLS FARGO SECURITIES, LLC

By:
/s/ Jerry Serowik

Name:   Jerry Serowik

Title:     Managing Director

[Signature Page to Underwriter's
Acceleration Request Letter]

CORRESP
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Spring Valley Acquisition Corp.

2100 McKinney Ave., Suite 1675

Dallas, TX 75201

November 19, 2020

VIA EDGAR

Office of Electronics and Machinery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: David Link

 Re: Spring Valley Acquisition Corp.

Registration Statement on Form S-1, as amended

File No. 333-249067

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Spring Valley Acquisition Corp. (the “Company”) hereby requests acceleration of the
effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on November 23, 2020, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request
by telephone that such Registration Statement be declared effective.

Please contact Matthew R. Pacey, of Kirkland &
Ellis LLP, special counsel to the Company, at (713) 836-3786, as soon as the registration statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Jeffrey Schramm

    Jeffrey
    Schramm
 Chief Financial Officer

United States securities and exchange commission logo
October 28, 2020
Christopher Sorrells
Chief Executive Officer
SPRING VALLEY ACQUISITION CORP.
2100 McKinney Ave., Suite 1675
Dallas, TX 75201
Re:SPRING VALLEY ACQUISITION CORP.
Amendment No. 2 to Form S-1
Filed October 23, 2020
File No. 333-249067
Dear Mr. Sorrells:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment 2 to Form S-1 filed October 23, 2020
Part II
Exhibits and Financial Statement Schedules, page II-2
1.We note you have reduced your offering from $250 million to $200 million with
20,000,000 Units. However, a number of your exhibits still reference the 25,000,000 Units
offering.  For example only, we note the legality opinions, the underwriting agreement
and the warrant agreement describe the offering as an offering for 25,000,000 units.
 Please file updated exhibits reflecting your current offering.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameChristopher Sorrells
 Comapany NameSPRING VALLEY ACQUISITION CORP.
 October 28, 2020 Page 2
 FirstName LastName
Christopher Sorrells
SPRING VALLEY ACQUISITION CORP.
October 28, 2020
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Link at 202-551-3356 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew Pacey