UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 29, 2026
SPRING VALLEY ACQUISITION CORP. III
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42822 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4030
Maple Avenue, Suite
500
Dallas,
TX |
|
75219 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (214) 308-5230
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Units,
each consisting of one Class A ordinary share and one-third of one redeemable public warrant |
|
SVACU |
|
The
Nasdaq
Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
SVAC |
|
The
Nasdaq
Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
SVACW |
|
The
Nasdaq
Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
As previously disclosed on
a Current Report on Form 8-K filed by Spring Valley Acquisition Corp. III, an exempted company limited by shares incorporated under the
Laws of the Cayman Islands (“SVAC”), with the U.S. Securities and Exchange Commission (the “SEC”)
on January 23, 2026, SVAC, entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”)
with General Fusion Inc., a British Columbia limited company (the “Company” or “General Fusion”),
and 1573562 B.C. Ltd., a British Columbia limited company.
Attached hereto as Exhibit
99.1 and incorporated into this Item 7.01 by reference is an updated form of presentation (the “Updated Investor Presentation”)
to be used by the Company and SVAC in presentations for certain of the Company’s and SVAC’s shareholders and other persons.
The Updated Investor Presentation supersedes in all respects the earlier version of an investor presentation previously furnished as
Exhibit 99.1 of the Current Report on Form 8-K filed with the SEC on April 29, 2026.
The information in this Item
7.01, including Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 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, 4030 Maple Avenue, Suite 500, Dellas, TX 75219. 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 adoption of the Business Combination Agreement by the shareholders
of SVAC and General Fusion and 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.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 99.1 |
|
Investor Presentation, dated June 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded with the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
SPRING VALLEY ACQUISITION CORP. III |
| |
|
| |
By: |
/s/
Christopher Sorrells |
| |
Name: |
Christopher Sorrells |
| |
Title: |
Chief Executive Officer and Chairman |
| |
|
|
| Dated: June 29, 2026 |
|
|
