Sponsor funds $1.5M unsecured note for Spring Valley III (SVAC)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Spring Valley Acquisition Corp. III entered into an unsecured promissory note with its sponsor for up to $1,500,000. The company can draw on this note before it completes its initial business combination, and the note carries no interest.
When the business combination is completed, the principal becomes due, and the sponsor may instead convert some or all of the outstanding principal into Working Capital Warrants at $0.90 per warrant. These warrants would match the terms and transfer restrictions of the private placement warrants issued at the company’s initial public offering.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Promissory note principal: $1,500,000
Warrant conversion price: $0.90 per warrant
2 metrics
Promissory note principal
$1,500,000
Unsecured note from sponsor, drawable before business combination
Warrant conversion price
$0.90 per warrant
Conversion rate for Working Capital Warrants at Maturity Date
Key Terms
unsecured promissory note, Working Capital Warrants, private placement warrants, Section 4(a)(2) of the Securities Act of 1933
4 terms
unsecured promissory note financial
"the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000"
An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.
Working Capital Warrants financial
"convert all or any portion of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”)"
private placement warrants financial
"identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933"
FAQ
What financing did Spring Valley Acquisition Corp. III (SVAC) arrange?
Spring Valley Acquisition Corp. III arranged an unsecured promissory note of up to $1,500,000 from its sponsor. The company may draw funds before its initial business combination and the note bears no interest until maturity at that combination date.
When is the new promissory note to the SVAC sponsor due?
The promissory note becomes payable on the date Spring Valley Acquisition Corp. III completes its initial business combination. That date is defined as the Maturity Date, when the full outstanding principal must be repaid or potentially converted.
Can the SVAC sponsor convert the note into equity-linked securities?
Yes. Upon completion of the initial business combination, the sponsor may convert some or all of the note’s principal into Working Capital Warrants. The conversion rate is the principal amount divided by $0.90, rounded up to the nearest whole warrant.
How do the SVAC Working Capital Warrants compare to existing warrants?
Any Working Capital Warrants issued will have terms identical to the private placement warrants from the initial public offering. This includes economic terms and transfer restrictions described in the IPO prospectus dated September 3, 2025, filed with regulators.
Does the SVAC promissory note carry interest or special default terms?
The promissory note does not bear interest, meaning no periodic interest payments accrue. It includes customary events of default; certain events cause the unpaid principal and all related amounts to become immediately due and payable under the agreement.