Spring Valley Acquisition Corp. III agreed to merge with British Columbia-based General Fusion Inc. through a Business Combination that will create a new public company called General Fusion Inc. (“New SVIII”). General Fusion’s equityholders are slated to receive about 60,000,000 common shares, implying a $600 million valuation, plus 12,500,000 earnout shares that vest in thirds if the share price reaches $15, $20 and $25 within five years.
Concurrently, accredited investors agreed to a PIPE financing of 10,556,367 units at $10.20 per unit, each with one 12%/10% dividend Convertible Preferred Share (with semi‑annual compounding and liquidation preference) and one warrant exercisable at $12.00. The preferred shares carry strong protections, including voting rights, anti‑dilution adjustments, board‑level protective provisions, investor put rights after year five and company call rights at 100%–150% of accrued value on a sliding schedule.
Spring Valley Acquisition Corp. III entered into a definitive Business Combination Agreement with General Fusion Inc., under which the two companies plan to combine and General Fusion would become a public company. The deal structure will be detailed in a future registration statement on Form F-4, which will include a proxy statement for Spring Valley’s shareholders to vote on the transaction.
In connection with the proposed merger, General Fusion agreed to a private placement of approximately US$105 million of convertible preferred shares and warrants with certain institutional investors, providing a significant potential capital source for the combined company. The companies also released a joint press release and an investor presentation outlining the transaction and General Fusion’s business, including its magnetized target fusion program.