AeroFarms Announces Filing of a Registration Statement on SEC Form S-4 in Connection with its Proposed Business Combination with Spring Valley Acquisition Corp.

AeroFarms

NEWARK, N.J.–(BUSINESS WIRE)–AeroFarms, a Certified B Corporation and leader in indoor vertical farming, and Spring Valley Acquisition Corp. (Nasdaq: SV) (“Spring Valley”), a publicly-traded special purpose acquisition company, announced today that it has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”), which includes a preliminary proxy statement/prospectus of Spring Valley in connection with the proposed business combination (the “Business Combination”) with AeroFarms. The Registration Statement contains information about the proposed Business Combination, including a business overview, terms of the transaction, pro-forma financial information and risk factors.

Spring Valley and AeroFarms entered into a definitive merger agreement (the “Merger Agreement”), which they jointly announced on March 26, 2021. Assuming no redemptions by Spring Valley shareholders, the transaction will provide approximately $357 million of gross proceeds at close, including $125 million of proceeds from the PIPE Financing (as defined in the Merger Agreement). The proceeds will be used to accelerate AeroFarms’ growth strategy, including expanding retail distribution and market penetration, constructing additional farms, introducing future generations of proprietary innovative farming technology and entering new product categories. On April 29, 2021, AeroFarms commenced construction of its next commercial indoor vertical farm in Danville, Virginia. This next-generation Model 5 farm will be the largest and most technologically-advanced aeroponic indoor vertical farm in the world, and is scheduled to commence operations in the second quarter of 2022.

The transaction has been unanimously approved by the board of directors of Spring Valley, as well as the board of directors of AeroFarms, and is expected to close during third quarter 2021, subject to the Registration Statement being declared effective by the SEC, in addition to other regulatory and shareholder approvals, as well as customary closing conditions. Upon the closing of the Business Combination, AeroFarms is anticipated to become a Nasdaq-listed public company trading under the ticker symbol “ARFM.”

A link to the S-4 filing, as well as other information related to the transaction can be found on the “Investors” section of AeroFarms’ website at aerofarms.com/investors/ or via the SEC’s website at www.sec.gov.

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