Spring Valley Acquisition Corp. III 8-K

What Happened

• On June 23, 2026, Spring Valley Acquisition Corp. III announced it issued an unsecured promissory note of up to $1,500,000 to its significant shareholder Spring Valley Acquisition Sponsor III, LLC. The note may be drawn down by the company prior to the Maturity Date (the date the company completes its initial business combination) and does not bear interest. Principal is payable on the Maturity Date.

Key Details

• Principal amount: up to $1,500,000; issuance date: June 23, 2026.
• No interest; unpaid principal due on the date the company consummates its initial business combination (the “Maturity Date”).
• Sponsor conversion option at Maturity: Sponsor may convert any portion of outstanding principal into “Working Capital Warrants” at a rate equal to the converted principal divided by $0.90 (rounded up). If the full $1.5M were converted, that would equal 1,666,667 warrants.
• Warrants, if issued, would have the same terms and transfer restrictions as the private placement warrants issued at the company’s IPO (prospectus dated Sept. 3, 2025). The note is unsecured and includes customary default/acceleration provisions. Issuance relied on the Section 4(a)(2) exemption.

Why It Matters

• This provides the SPAC with immediate, flexible working capital without interest expense, giving management funding capacity ahead of a business combination.
• The Sponsor’s conversion right could lead to issuance of additional warrants, which may be dilutive to public shareholders if converted and later exercised.
• The note is unsecured and contains standard default provisions, meaning repayment priority and collateral are not provided for this financing.