Spring Valley Announces Shareholder Approval of Business Combination with AeroFarms

Rhea-AI Summary

Spring Valley Acquisition Corp. (SV) announced that shareholders voted on August 30, 2021, to approve ten proposals related to its merger with AeroFarms. However, due to Class A ordinary share redemptions, the minimum cash requirement for the merger was not met. Spring Valley and AeroFarms are now seeking additional capital, which is anticipated to come primarily from existing AeroFarms insiders. The business combination is expected to close on or before September 24, 2021. Post-closing, the company will trade under the ticker symbols ARFM and ARFMW.

Positive

• Shareholder approval of all ten proposals related to the merger with AeroFarms.
• Anticipated closing of the business combination by September 24, 2021.

Negative

• Minimum cash requirement for the merger was not satisfied due to redemptions of Class A shares.
• No assurance that additional capital will be raised to meet merger requirements.

DALLAS & NEWARK, N.J.--(BUSINESS WIRE)-- Spring Valley Acquisition Corp. (“Spring Valley”) (Nasdaq: SV, SVSVW, SVSVU) today announced the results for the ten proposals considered and voted upon by its shareholders at its extraordinary general meeting of shareholders held on August 30, 2021 (the “Extraordinary General Meeting”). Spring Valley reported that all of the proposals related to the previously announced business combination agreement between Spring Valley and Dream Holdings, Inc. (“AeroFarms”) were approved by the Spring Valley shareholders at the Extraordinary General Meeting. A Form 8-K disclosing the full voting results has been filed with the Securities and Exchange Commission.

As a result of redemptions by holders of Spring Valley’s Class A ordinary shares, the minimum cash requirement in Spring Valley and AeroFarms’ Agreement and Plan of Merger has not been satisfied. Spring Valley and AeroFarms are pursuing additional capital sources, which must be agreeable to both Spring Valley and AeroFarms. It is expected that existing AeroFarms insiders would represent a significant portion of the additional capital and that the investment into the combined company would be on the same terms as provided to existing PIPE investors. If the parties agree to close, the closing of the business combination is anticipated to take place on or before September 24, 2021. Following closing of the business combination, the combined company’s stock and warrants are expected to trade under the ticker symbols “ARFM” and “ARFMW”, respectively. There can be no assurance that additional capital will be raised or that the business combination will be consummated.

About Spring Valley Acquisition Corp.

Spring Valley Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While Spring Valley may pursue an initial business combination target in any business or industry, it is targeting companies focusing on sustainability, including clean energy and storage, smart grid/efficiency, environmental services and recycling, mobility, water and wastewater management, advanced materials and technology enabled services. Spring Valley’s sponsor is supported by Pearl Energy Investment Management, LLC, a Dallas, Texas based investment firm that focuses on partnering with best-in-class management teams to invest in the North American energy industry.

About AeroFarms

Since 2004, AeroFarms has been leading the way for indoor vertical farming and championing transformational innovation for agriculture. On a mission to grow the best plants possible for the betterment of humanity, AeroFarms is a Certified B Corporation with global headquarters in Newark, New Jersey. Named one of the World’s Most Innovative Companies by Fast Company two years in a row and one of TIME’s Best Inventions in Food, AeroFarms patented, award-winning indoor vertical farming technology provides the perfect conditions for healthy plants to thrive, taking agriculture to a new level of precision, food safety, and productivity while using up to 95% less water and no pesticides ever versus traditional field farming. AeroFarms enables local production to safely grow all year round, using vertical farming for elevated flavor. In addition, through its proprietary growing technology platform, AeroFarms has grown over 550 varieties and has developed multi-year strategic partnerships ranging from government to major Fortune 500 companies to help uniquely solve agriculture supply chain needs. For additional information, visit: https://aerofarms.com/.

On March 26, 2021, AeroFarms announced a definitive business combination agreement with Spring Valley Acquisition Corp. (Nasdaq: SV). Upon the closing of the business combination, AeroFarms will become publicly traded on Nasdaq under the new ticker symbol "ARFM". Additional information about the transaction can be viewed here: https://aerofarms.com/investors/

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “might,” “will,” “estimate,” “continue,” “contemplate,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, including those regarding Spring Valley’s proposed acquisition of AeroFarms and pursuit of additional capital are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of AeroFarms and Spring Valley and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AeroFarms and Spring Valley. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed transaction or that the approval of the stockholders of Spring Valley or AeroFarms is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks related to the expansion of AeroFarms’ business and the timing of expected business milestones; the effects of competition on AeroFarms’ business; the ability of Spring Valley or AeroFarms to issue equity or equity-linked securities or obtain debt financing in connection with the proposed transaction or in the future, and those factors discussed in Spring Valley’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, final prospectus dated November 25, 2020 and definitive proxy statement/prospectus dated July 26, 2021 under the heading “Risk Factors,” and other documents Spring Valley has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Spring Valley nor AeroFarms presently know, or that Spring Valley nor AeroFarms currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Spring Valley’s and AeroFarms’ expectations, plans, or forecasts of future events and views as of the date of this press release. Spring Valley and AeroFarms anticipate that subsequent events and developments will cause Spring Valley’s and AeroFarms’ assessments to change. However, while Spring Valley and AeroFarms may elect to update these forward-looking statements at some point in the future, Spring Valley and AeroFarms specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Spring Valley’s and AeroFarms’ assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210830005578/en/

Investor Relations:

Jeff Sonnek

ICR

Jeff.Sonnek@icrinc.com

1-646-277-1263

Media Relations:

Marc Oshima

AeroFarms

MarcOshima@AeroFarms.com

1-917-673-4602

Source: AeroFarms

FAQ

What were the results of the Spring Valley Acquisition Corp. shareholder meeting on August 30, 2021?

Shareholders approved all ten proposals related to the merger with AeroFarms.

What is the expected closing date for the Spring Valley and AeroFarms merger?

The merger is expected to close on or before September 24, 2021.

What happens if Spring Valley cannot raise additional capital for the AeroFarms merger?

If additional capital is not raised, the business combination may not be consummated.

What ticker symbols will the combined company trade under after the merger?

The combined company is expected to trade under the tickers ARFM for common stock and ARFMW for warrants.

Which company did Spring Valley Acquisition Corp. merge with?

Spring Valley merged with AeroFarms.