General Fusion to go public after SVAC merger (NYSE: SVAC) — GFUZ listing planned

Rhea-AI Filing Summary

Spring Valley Acquisition Corp. III and General Fusion: shareholders approved a business combination that will effect a reverse-takeover, causing SVAC to continue to British Columbia, amalgamate NewCo with General Fusion, and change SVAC’s name to General Fusion Group Ltd. The transaction is set to close on or about July 10, 2026 and the combined company’s common shares and warrants are expected to trade on Nasdaq under the symbols GFUZ and GFUZW, respectively. The deal would provide access to up to US$338 million in capital, comprised of approximately US$230 million on SVAC’s balance sheet and about US$108 million of PIPE commitments, and implies an approximate market capitalization of US$1 billion. The company reports an approximately 120-person workforce at its Sea Island headquarters in Richmond.

Insights

M&A Structuring Analyst

Deal completion would combine SPAC cash and PIPE commitments to fund General Fusion’s plan.

The arrangement contemplates a continuation to British Columbia, an amalgamation with NewCo, and a name change to General Fusion Group Ltd., with closing targeted on or about July 10, 2026. The disclosed financing package totals up to US$338 million, including US$230 million on SVAC’s balance sheet and US$108 million of PIPE commitments.

Execution risks include shareholder redemptions and PIPE funding completion; regulatory approvals and satisfaction of closing conditions are explicit qualifiers in the disclosure. Subsequent SEC filings and the definitive proxy/prospectus will provide final cash-flow treatment, redemption effects, and closing confirmations.

Capital Markets Analyst

The transaction positions General Fusion for public-market access but depends on capital flows and closing mechanics.

The proxy and Registration Statement were declared effective and mailed; the company states the combined entity would trade on Nasdaq as GFUZ with warrants as GFUZW. The company cites an implied market capitalization near US$1 billion and staffing of ~120 employees.

Key items to watch in subsequent filings are the final PIPE settlement, shareholder redemption levels from the SPAC trust, and any amendments to the Registration Statement that affect proceeds or timing.

Key Figures

Total capital access: US$338 million SPAC cash on balance sheet: US$230 million PIPE commitments: US$108 million +3 more

6 metrics

Total capital access US$338 million combined financing cited in press and filing

SPAC cash on balance sheet US$230 million amount on SVAC’s balance sheet that would become part of General Fusion

PIPE commitments US$108 million private placement proceeds expected upon closing

Implied market capitalization US$1 billion (approximate) approximate market cap cited in press coverage

Workforce size 120 persons approximate headcount at Sea Island headquarters

Target closing date July 10, 2026 transaction set to close 'on or about' this date

Key Terms

Business Combination Agreement, Amalgamation, PIPE Financing, Form F-4, +1 more

5 terms

Business Combination Agreement regulatory

"terms of that certain Business Combination Agreement, dated January 21, 2026"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Amalgamation legal

"NewCo will amalgamate with and into General Fusion (the “Amalgamation”)"

Amalgamation is the combining of two or more companies into a single new business, where assets, liabilities and ownership are merged rather than one firm simply buying another. For investors it matters because an amalgamation can change the value and risk of holdings by creating scale, cutting costs, diluting or concentrating ownership, and introducing integration or regulatory risks—like mixing ingredients to bake a new cake that may taste better or worse than the originals.

PIPE Financing financial

"the proposed private placement of convertible preferred shares and warrants by General Fusion (the “PIPE Financing”)"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

Form F-4 regulatory

"filed their joint registration statement on Form F-4 (as amended, the “Registration Statement”)"

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

Proxy Statement regulatory

"SVAC filed the definitive Proxy Statement (the “Proxy Statement”) with the SEC"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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FAQ

What did the SVAC–General Fusion agreement approve and when will it close?

SVAC and General Fusion approved a business combination that effects an amalgamation and name change, targeted to close on or about July 10, 2026. The vote by both SVAC and General Fusion securityholders cleared the way for the reverse-takeover and Nasdaq listing plans.

How much capital will General Fusion gain from the transaction?

The transaction provides access to up to US$338 million in capital, including approximately US$230 million on SVAC’s balance sheet and about US$108 million expected from PIPE commitments upon closing of the business combination.

Under what ticker symbols will the combined company trade?

The combined company’s common shares are expected to trade on Nasdaq under the symbol GFUZ, and the company’s warrants are expected to trade under the symbol GFUZW, according to the disclosed plans in the filing and press article.

What filings should investors read for full transaction details?

Investors are urged to read the Registration Statement on Form F-4 and the definitive Proxy Statement, which were declared effective and mailed; these contain detailed terms, risk factors, and descriptions of the PIPE and trust cash, available at www.sec.gov and SVAC’s website.

What are the main risks the filing highlights about the business combination?

The filing lists multiple risks, including failure to complete the Proposed Business Combination, regulatory approvals, shareholder redemptions, volatility of combined company securities, potential failure to raise PIPE financing, and execution or commercialization risks tied to General Fusion’s technology programs.

Filed by Spring Valley Acquisition Corp. III

pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Spring Valley Acquisition Corp. III

Commission File No. 001-42822

Subject Company: General Fusion Inc.

Date: July 8, 2026

This filing relates to the proposed transactions pursuant to the terms of that certain Business Combination Agreement, dated January 21, 2026 (the “Business Combination Agreement”), among Spring Valley Acquisition Corp. III, an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“SVAC”); General Fusion Inc., a British Columbia limited company (“General Fusion” or the “Company”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo”), pursuant to which, among other things, (i) SVAC will continue from the Cayman Islands to British Columbia, (ii) NewCo will amalgamate with and into General Fusion (the “Amalgamation”), with NewCo surviving the Amalgamation as a wholly-owned subsidiary of SVAC, pursuant to an arrangement under the applicable provisions of the Business Corporations Act (British Columbia) and the plan of arrangement attached as an exhibit to the Business Combination Agreement, and (iii) SVAC will change its name to “General Fusion Group Ltd.”

On July 7, 2026, the following article was published online by Business in Vancouver (www.biv.com):

General Fusion, Spring Valley shareholders approve merger

Move paves the way for General Fusion to go public on the Nasdaq under the symbol GFUZ

B.C.'s General Fusion has received the shareholder approval it needed in order to go public on the Nasdaq under the symbol GFUZ, thanks to a vote yesterday, the company announced Tuesday morning, July 7.

Shareholders in the special purpose acquisition company (SPAC) Spring Valley Acquisition Corp. III (Nasdaq:SVAC) Monday, July 6, voted in favour of the proposed business combination with General Fusion. General Fusion said that its own securityholders also voted in favour of the transaction yesterday. 

The reverse-takeover merger is set to close "on or about" July 10, according to General Fusion. The SPAC would then rename itself General Fusion Group Ltd.

The combined company’s shares would then "shortly thereafter" trade on the Nasdaq, General Fusion said, adding that its warrants would trade on the Nasdaq, under the ticker symbol GFUZW.

The move is set to stimulate business growth at General Fusion thanks to the company gaining access to up to US$338 million in capital and gaining what is expected to be an approximate US$1 billion market capitalization.

It has been hiring workers to add to its approximately 120-person workforce, mostly based at its Sea Island headquarters in Richmond.

Most of the money General Fusion is set to access comes from the approximately US$230 million that is on the SPAC's balance sheet. That would become part of General Fusion if the reverse takeover evolves as planned, General Fusion CEO Greg Twinney told Business in Vancouver last month.

"The shareholders who were involved in that US$230 million can decide to keep their money in the company, in the General Fusion merged company, or redeem their shares," Twinney said.

Spring Valley shareholders were in a selling mood this morning, with shares falling more than 28 per cent, before levelling off to close down about 20 per cent around 1 p.m. Vancouver time. 

In addition to the money on Spring Valley's balance sheet, General Fusion is set to get US$108 million from the transaction via what Twinney called "pipe capital."

Pipe capital arrives after executives have gathered commitments from large institutional investors to buy restricted shares in their private companies before those companies merge with publicly listed shell companies.

Once those mergers close, the larger companies' shares can be bought on exchanges by the general public, and the company receives the pipe capital proceeds, Twinney said.

“The expected closing of this transaction represents a major step in the General Fusion journey, building on more than 20 years of technology development and leadership in the industry,” Twinney said in a news release.

“Bringing fusion to the capital markets at this inflection point and becoming the first publicly traded pure-play fusion company marks an incredible next chapter for us as we advance on our path to commercialization and our mission to bring clean power from fusion to the grid.”

With North American stock markets hitting all-time highs regularly in the past few years, including in May and in June, corporate executives at private companies are seeking to capitalize on bullish investor sentiment.

There were 1,293 IPOs globally in 2025, raising US$171.8 billion, which was a 39 per cent increase in proceeds year-over-year, according to EY.

Elon Musk and other executives at the space exploration company Space Exploration Technologies Corp. (Nasdaq:SPCX) took the company public on June 12 in the world's largest-ever IPO, raising US$85.7 billion.

By the end of its first day of trading, the company commonly known as SpaceX had investors value it at US$2.1 trillion.

American AI giants Anthropic and OpenAI have filed papers with the U.S. Securities and Exchange Commission and plan to go public.

Canada has also had recent behemoth IPOs.

On June 10, Apotex Health Corp. (TSX:APTX) completed its IPO on the Toronto Stock Exchange, raising about $1.3 billion, which was the largest public offering in Canada since 2021.

That company may be best known to many for being founded by Barry Sherman, who along with wife Honey Sherman, were victims of a much publicized double-murder in Toronto.

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The article was accompanied by the following photo and caption:

General Fusion has been hiring workers to add to its approximately 120-person workforce, mostly based at its Sea Island headquarters in Richmond. Rob Kruyt, BIV

***

Additional Information and Where to Find It

In connection with the transactions contemplated by the Business Combination Agreement, the Company and SVAC filed their joint registration statement on Form F-4 (as amended, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which includes a preliminary prospectus with respect to SVAC’s securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement in connection with SVAC’s solicitation of proxies for the vote by SVAC’s shareholders with respect to the Proposed Business Combination and other matters to be described in the Registration Statement. On June 12, 2026, the SEC declared the Registration Statement effective and SVAC filed the definitive Proxy Statement (the “Proxy Statement”) with the SEC. On June 15, 2026, SVAC commenced mailing copies of the Proxy Statement to SVAC’s shareholders as of the record date of June 12, 2026. This document does not contain all the information that should be considered concerning the Proposed Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other document that SVAC has filed or may file with the SEC. Before making any investment or voting decision, investors and security holders of SVAC and General Fusion are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Proposed Business Combination as they become available because they will contain important information about General Fusion, SVAC and the Proposed Business Combination. Investors and security holders are able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by SVAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by SVAC may be obtained free of charge from SVAC’s website at https://sv-ac.com or by directing a request to Spring Valley Acquisition Corp. III, Attn: Corporate Secretary, 2100 McKinney Avenue, Suite 1675, Dallas, Texas 75201. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.

Participants in the Solicitation

General Fusion, SVAC and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitations of proxies from SVAC’s shareholders in connection with the Proposed Business Combination. For more information about the names, affiliations and interests of SVAC’s directors and executive officers, please refer to the final prospectus from SVAC’s initial public offering, which was dated September 3, 2025 and filed with the SEC on September 4, 2025 (the “Final Prospectus”) and the Registration Statement, Proxy Statement and other relevant materials filed or to be filed with the SEC in connection with the Proposed Business Combination when they become available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of SVAC’s shareholders generally, is included in the Registration Statement and the Proxy Statement. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This document shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This document shall not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Cautionary Note Regarding Forward-Looking Statements

Certain statements included in this document are not historical facts but are forward-looking statements. All statements other than statements of historical facts contained in this document are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, SVAC’s, General Fusion’s, or their respective management teams’ expectations concerning the Proposed Business Combination and expected benefits or timing thereof; the outlook for General Fusion’s business, including its ability to commercialize MTF or any other fusion technology on its expected timeline or at all; statements regarding the current and expected results of General Fusion’s LM26 program; the ability to execute General Fusion’s strategies, including on any expected timeline or anticipated cost basis; projected and estimated financial performance; anticipated industry trends; future capital expenditures; government regulation of fusion energy; and environmental risks; as well as any information concerning possible or assumed future results of operations of General Fusion. The forward-looking statements are based on the current expectations of the respective management teams of SVAC and General Fusion, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SVAC’s securities; (ii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including the receipt of regulatory approvals; (iii) market risks; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (v) the effect of the announcement or pendency of the Proposed Business Combination on General Fusion’s business relationships, performance, and business generally; (vi) risks that the Proposed Business Combination disrupts current plans of General Fusion and potential difficulties in its employee retention as a result of the Proposed Business Combination; (vii) the outcome of any legal proceedings that may be instituted against General Fusion or SVAC related to the Business Combination Agreement or the Proposed Business Combination; (viii) failure to realize the anticipated benefits of the Proposed Business Combination; (ix) the inability to maintain the listing of SVAC’s securities or to meet listing requirements and maintain the listing of the combined company’s securities on Nasdaq; (x) the risk that the Proposed Business Combination may not be completed by SVAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SVAC; (xi) the risk that the price of the combined company’s securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, national security tensions, and macro-economic and social environments affecting its business; (xii) laws and regulations governing General Fusion’s research and development activities, and changes in such laws and regulations; (xiii) any failure to commercialize MTF on the expected timeline or at all, including any failure to achieve the objectives of the LM26 program; (xiv) environmental regulations and legislation; (xv) the effects of climate change, extreme weather events, water scarcity, and seismic events, and the effectiveness of strategies to deal with these issues; (xvi) fluctuations in currency markets; (xvii) General Fusion’s ability to complete and successfully integrate any future acquisitions; (xviii) increased competition in the fusion industry; (xix) limited supply of materials and supply chain disruptions; and (xx) the risk that  the proposed private placement of convertible preferred shares and warrants by General Fusion (the “PIPE Financing”) may not be completed, or that other capital needed by the combined company may not be raised on favorable terms, or at all, including as a result of the restrictions agreed to in connection with the PIPE Financing. The foregoing list is not exhaustive, and there may be additional risks that neither SVAC nor General Fusion presently know or that SVAC and General Fusion currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this document and the other risks and uncertainties described in the “Risk Factors” section of the Final Prospectus and the risks described in the Registration Statement, or to be described in any amendment or supplement thereto; the risks described in the definitive proxy statement/prospectus filed with the SEC on June 12, 2026, or to be described in any amendment or supplement thereto; and those discussed and identified in filings made with the SEC by SVAC from time to time. General Fusion and SVAC caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this document speak only as of the date of this document. Neither General Fusion nor SVAC undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that General Fusion or SVAC will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Proposed Business Combination, in SVAC’s public filings with the SEC, which are or will be (as applicable) accessible at www.sec.gov, and which you are advised to review carefully.