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):
May 12, 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 1.01. Entry into a Material Definitive
Agreement
Amended and Restated Business Combination
Agreement
As
previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on January 23, 2026 (the “Prior Form 8-K”), on January 21, 2026, Spring Valley Acquisition Corp. III,
an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“SVIII”), entered into a Business
Combination Agreement (the “Original Business Combination Agreement”) with General Fusion Inc., a British Columbia
limited company (“General Fusion”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo”).
The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination,”
the closing of the Business Combination is referred to herein as the “Closing” and the date on which the Closing occurs
is referred to herein as the “Closing Date.” In connection with the Closing, it is expected that SVIII will change
its name to “General Fusion Inc.” and SVIII is referred to herein as “New SVIII” as of the time following
such change of name. Pursuant to the Original Business Combination Agreement, among other things and pursuant to the terms and conditions
set forth therein, (1) at least one business day prior to the Closing Date, SVIII will continue from the Cayman Islands to British
Columbia (the “SPAC Continuation”), (2) on the Closing Date, NewCo will amalgamate with and into the Company (the
“Amalgamation”), with NewCo surviving the Amalgamation as a wholly-owned subsidiary of New SVIII, 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 (3) New SVIII will adopt amended and restated articles in substantially
the form attached as an exhibit to the Business Combination Agreement.
On
May 12, 2026, SVIII, NewCo and General Fusion entered into Amendment No. 1 to Business Combination Agreement (as the same may
be further amended, supplemented or otherwise modified from time to time, the “Amended Business Combination Agreement”).
The Amended Business Combination Agreement provides, among other things that, (1) the redemption of SPAC Class A Common Shares
held by SVIII shareholders who have validly exercised their redemption rights shall occur no later than immediately prior to the SPAC
Continuation, (2) the total number of SPAC Common Shares initially reserved for issuance under the SPAC Equity Incentive Plan (as
defined in the Amended Business Combination Agreement) will be equal to fifteen percent (15%) of the SPAC Common Shares outstanding as
of immediately following the Closing, and (3) the forms of SPAC Closing Articles and Plan of Arrangement (in each case, as defined
in the Amended Business Combination Agreement), which are attached as exhibits to the Business Combination Agreement, will be replaced
for new forms of each and will be attached as exhibits to the Amended Business Combination Agreement.
The
description of the Business Combination does not purport to be complete and is qualified in its entirety by reference to the Amended Business
Combination Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K (this “Form 8-K”).
SVIII shareholders, warrant holders and other interested parties are urged to read such agreements in their entirety. Capitalized terms
used herein and not otherwise defined herein have the meanings assigned to them in the Amended Business Combination Agreement.
Additional Information and Where to Find It
In connection with the transactions
contemplated by the Business Combination Agreement (the “Proposed Business Combination”), the Company and SVIII filed
their joint registration statement on Form F-4 (File No. 333-293688) (as amended, the “Registration Statement”)
with the SEC, which includes a preliminary prospectus with respect to SVIII’s securities to be issued in connection with the Proposed
Business Combination and a preliminary proxy statement in connection with SVIII’s solicitation of proxies for the vote by SVIII’s
shareholders with respect to the Proposed Business Combination and other matters to be described in the Registration Statement (the “Proxy
Statement”). After the SEC declares the Registration Statement effective, SVIII plans to file the definitive Proxy Statement
with the SEC and to mail copies to SVIII’s shareholders as of a record date to be established for voting on the Proposed Business
Combination and other matters described in the Registration Statement. 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 SVIII has filed or may file with the SEC. Before making any investment or voting decision, investors and security
holders of SVIII and the Company 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 the Company, SVIII 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 SVIII through the website maintained by the SEC at www.sec.gov. In addition, the
documents filed by SVIII may be obtained free of charge from SVIII’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, Dallas, Texas 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
The Company, SVIII 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 SVIII’s shareholders in connection with the Proposed Business Combination.
For more information about the names, affiliations and interests of SVIII’s directors and executive officers, please refer to the
final prospectus from SVIII’s initial public offering, which was dated September 3, 2025 and filed with the SEC on September 4,
2025 (the “IPO 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 SVIII’s shareholders generally, will be included in the Registration Statement and the Proxy Statement, when they
become available. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy
Statement carefully, when they become available, 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 Exchange Act. 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, 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 for purposes of the safe harbor provisions under the United
States Private Securities Litigation Reform Act of 1995. 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, SVIII’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 magnetized target fusion (“MTF”) or any other fusion technology on
its expected timeline or at all; statements regarding the current and expected results of General Fusion’s Lawson Machine 26 (“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 SVIII 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 SVIII’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 SVIII 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 SVIII 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 SVIII’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 SVIII’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by SVIII; (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 SVIII nor General Fusion
presently know or that SVIII 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 IPO Prospectus and the risks described in the Registration Statement, which includes a preliminary proxy statement/prospectus,
or to be described in any amendment or supplement thereto; and those discussed and identified in filings made with the SEC by SVIII from
time to time. General Fusion and SVIII 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 SVIII 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 SVIII 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 SVIII’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 |
| 2.1 |
|
Amendment No. 1 to Business Combination Agreement, dated May 12, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XRBL 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: May 18, 2026 |
|
|
