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.

Spring Valley III arranges $1.5M sponsor note

Spring Valley Acquisition Corp. III entered into an unsecured promissory note with its sponsor for up to $1,500,000.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

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.

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, or 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2026 - 05:23 PM EDT

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 23, 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:

¨	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

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 23, 2026, Spring Valley Acquisition Corp. III (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to Spring Valley Acquisition Sponsor III, LLC (the “Sponsor”), a significant shareholder of the Company, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $0.90, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering (the “IPO”), as described in the prospectus for the IPO dated September 3, 2025 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

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, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Promissory Note, dated June 23, 2026
104		Cover Page Interactive Data File (embedded within 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 24, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 28.0 KB