Spring Valley Acquisition Corp. III 8-K

What Happened
Spring Valley Acquisition Corp. III (the SPAC) filed an 8-K reporting that on January 21, 2026 it entered into a Business Combination Agreement with General Fusion Inc. and a new subsidiary (NewCo) to combine the businesses. The deal contemplates the SPAC continuing from the Cayman Islands to British Columbia, an amalgamation of NewCo into General Fusion at closing, and the SPAC changing its name to “General Fusion Inc.” at closing. The Company valuation used for the transaction is $600 million.

Key Details

• Equity consideration: ~60,000,000 New SVIII common shares (Closing Shares) to be issued at closing based on the $600M valuation; plus 12,500,000 Earnout Shares tied to future share-price milestones ($15, $20, $25 VWAP triggers within 5 years).
• PIPE financing: Investors agreed to buy 10,556,367 units at $10.20 per unit (each unit = one convertible preferred share + one warrant exercisable at $12.00). Convertible preferreds accrue ~12% p.a., convert at an initial $12.00 conversion price (with anti-dilution and adjustment mechanics), and include liquidation, put/call and protective provisions.
• Sponsor & voting: Sponsor agreed to vote Founder Shares in favor, will forfeit 1,000,000 Founder Shares in exchange for 1,000,000 Earnout Shares, and will transfer 1,250,000 Founder Shares to certain investors; sponsor loans up to $1.5M may convert to warrants at $0.90. Lock-ups (generally 180 days / six months for sponsor) will apply post-closing.
• Approvals & timing: Closing is subject to shareholder approvals, a BC court order approving the Plan of Arrangement, SEC registration and Nasdaq listing acceptance, Nuclear Safety and Control Act and other regulatory clearances. The agreement includes an Outside Date of August 31, 2026 (with a possible 3-month extension in limited circumstances).

Why It Matters
This agreement would turn the SPAC into a public company named General Fusion Inc., provide ~$107M+ in committed PIPE capital (10.56M units × $10.20) and other financing/protections to support General Fusion’s business, and create multiple classes of new securities (common shares, earnouts, convertible preferreds, and warrants) that affect ownership and potential dilution. Closing depends on shareholder votes, Nasdaq listing and significant regulatory approvals (including nuclear-related approvals), so the transaction is not guaranteed and has an outside date of Aug 31, 2026. Retail investors should note the material financing terms, earnout conditions, lock-ups, and conversion/ liquidation features of the PIPE preferred shares described in the filing.