$SVAC·8-K

Spring Valley Acquisition Corp. III · Jun 8, 4:30 PM ET

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Spring Valley Acquisition Corp. III 8-K

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Spring Valley Acquisition Corp. III Amends Business Combination with General Fusion

What Happened
Spring Valley Acquisition Corp. III (SVIII) filed an 8-K on June 8, 2026 disclosing Amendment No. 2 to its Business Combination Agreement with General Fusion Inc., dated June 3, 2026. The Business Combination (originally agreed January 21, 2026) contemplates SVIII continuing from the Cayman Islands to British Columbia, amalgamating with NewCo at closing, and changing its name to General Fusion Inc. Amendment No. 2 specifically provides that holders of the Company’s SAFEs (simple agreements for future equity) will be entitled to vote on the Plan of Arrangement (the “Arrangement Resolution”) connected with the transaction. The filing also references prior Amendment No. 1 (May 12, 2026) and the joint Form F-4 registration statement (File No. 333-293688) that includes the preliminary proxy/prospectus for the proposed business combination.

Key Details

  • Amendment No. 2 dated June 3, 2026, is filed as Exhibit 2.1 to the 8-K.
  • Company SAFE holders will be permitted to vote on the Arrangement Resolution in connection with the Plan of Arrangement.
  • Original Business Combination Agreement (Jan 21, 2026) calls for SPAC continuation to British Columbia, an amalgamation with NewCo at closing, and a name change to “General Fusion Inc.” upon closing.
  • Amendment No. 1 (May 12, 2026) provided that redemptions occur no later than immediately prior to the SPAC continuation and that the SPAC Equity Incentive Plan reserve equals 15% of SPAC shares outstanding immediately after closing.

Why It Matters
Giving SAFE holders voting rights affects who can vote to approve the merger/plan of arrangement and could influence the shareholder vote outcome and approval process. The transaction requires shareholder approvals and regulatory clearances and is progressing through the SEC registration/proxy process (Form F-4). Retail investors should review the Registration Statement and forthcoming definitive proxy for full terms, timetables, potential dilution (including the 15% equity reserve), and the risk factors disclosed by SVIII and General Fusion before making any investment or voting decisions.

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