Form 8-K

8-K — Spring Valley Acquisition Corp. III

Accession: 0001104659-26-063244

Filed: 2026-05-18

Period: 2026-05-12

CIK: 0002074850

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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2026-05-12

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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):

May 12, 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,

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:

x 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

Amended and Restated Business Combination

Agreement

previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)

on January 23, 2026 (the “Prior Form 8-K”), on January 21, 2026, Spring Valley Acquisition Corp. III,

an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“SVIII”), entered into a Business

Combination Agreement (the “Original Business Combination Agreement”) with General Fusion Inc., a British Columbia

limited company (“General Fusion”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo”).

The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination,”

the closing of the Business Combination is referred to herein as the “Closing” and the date on which the Closing occurs

is referred to herein as the “Closing Date.” In connection with the Closing, it is expected that SVIII will change

its name to “General Fusion Inc.” and SVIII is referred to herein as “New SVIII” as of the time following

such change of name. Pursuant to the Original Business Combination Agreement, among other things and pursuant to the terms and conditions

set forth therein, (1) at least one business day prior to the Closing Date, SVIII will continue from the Cayman Islands to British

Columbia (the “SPAC Continuation”), (2) on the Closing Date, NewCo will amalgamate with and into the Company (the

“Amalgamation”), with NewCo surviving the Amalgamation as a wholly-owned subsidiary of New SVIII, pursuant to an arrangement

under the applicable provisions of the Business Corporations Act (British Columbia) and the plan of arrangement attached

as an exhibit to the Business Combination Agreement, and (3) New SVIII will adopt amended and restated articles in substantially

the form attached as an exhibit to the Business Combination Agreement.

May 12, 2026, SVIII, NewCo and General Fusion entered into Amendment No. 1 to Business Combination Agreement (as the same may

be further amended, supplemented or otherwise modified from time to time, the “Amended Business Combination Agreement”).

The Amended Business Combination Agreement provides, among other things that, (1) the redemption of SPAC Class A Common Shares

held by SVIII shareholders who have validly exercised their redemption rights shall occur no later than immediately prior to the SPAC

Continuation, (2) the total number of SPAC Common Shares initially reserved for issuance under the SPAC Equity Incentive Plan (as

defined in the Amended Business Combination Agreement) will be equal to fifteen percent (15%) of the SPAC Common Shares outstanding as

of immediately following the Closing, and (3) the forms of SPAC Closing Articles and Plan of Arrangement (in each case, as defined

in the Amended Business Combination Agreement), which are attached as exhibits to the Business Combination Agreement, will be replaced

for new forms of each and will be attached as exhibits to the Amended Business Combination Agreement.

The

description of the Business Combination does not purport to be complete and is qualified in its entirety by reference to the Amended Business

Combination Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K (this “Form 8-K”).

SVIII shareholders, warrant holders and other interested parties are urged to read such agreements in their entirety. Capitalized terms

used herein and not otherwise defined herein have the meanings assigned to them in the Amended Business Combination Agreement.

Additional Information and Where to Find It

In connection with the transactions

contemplated by the Business Combination Agreement (the “Proposed Business Combination”), the Company and SVIII filed

their joint registration statement on Form F-4 (File No. 333-293688) (as amended, the “Registration Statement”)

with the SEC, which includes a preliminary prospectus with respect to SVIII’s securities to be issued in connection with the Proposed

Business Combination and a preliminary proxy statement in connection with SVIII’s solicitation of proxies for the vote by SVIII’s

shareholders with respect to the Proposed Business Combination and other matters to be described in the Registration Statement (the “Proxy

Statement”). After the SEC declares the Registration Statement effective, SVIII plans to file the definitive Proxy Statement

with the SEC and to mail copies to SVIII’s shareholders as of a record date to be established for voting on the Proposed Business

Combination and other matters described in the Registration Statement. This document does not contain all the information that should

be considered concerning the Proposed Business Combination and is not a substitute for the Registration Statement, Proxy Statement or

for any other document that SVIII has filed or may file with the SEC. Before making any investment or voting decision, investors and security

holders of SVIII and the Company are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements

thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Proposed Business Combination

as they become available because they will contain important information about the Company, SVIII and the Proposed Business Combination.

Investors and security holders are able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant

documents filed or that will be filed with the SEC by SVIII through the website maintained by the SEC at www.sec.gov. In addition, the

documents filed by SVIII may be obtained free of charge from SVIII’s website at https://sv-ac.com or by directing a request to Spring

Valley Acquisition Corp. III, Attn: Corporate Secretary, 4030 Maple Avenue, Suite 500, Dallas, Texas 75219. The information contained

on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part

of, this document.

Participants in the Solicitation

The Company, SVIII and their

respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed

to be participants in the solicitations of proxies from SVIII’s shareholders in connection with the Proposed Business Combination.

For more information about the names, affiliations and interests of SVIII’s directors and executive officers, please refer to the

final prospectus from SVIII’s initial public offering, which was dated September 3, 2025 and filed with the SEC on September 4,

2025 (the “IPO Prospectus”) and the Registration Statement, Proxy Statement and other relevant materials filed

or to be filed with the SEC in connection with the Proposed Business Combination when they become available. Additional information regarding

the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different

than those of SVIII’s shareholders generally, will be included in the Registration Statement and the Proxy Statement, when they

become available. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy

Statement carefully, when they become available, before making any voting or investment decisions. You may obtain free copies of these

documents from the sources indicated above.

No Offer or Solicitation

This document shall not constitute

a “solicitation” as defined in Section 14 of the Exchange Act. This document shall not constitute an offer to sell or

exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent

or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or

sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made

except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.

Cautionary Note Regarding Forward-Looking Statements

Certain statements included

in this document are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United

States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this document

are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances,

including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements

by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”

“anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,”

“may,” “target,” “should,” “will,” “would,” “will be,” “will

continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events

or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include, without limitation, SVIII’s, General Fusion’s, or their respective management teams’

expectations concerning the Proposed Business Combination and expected benefits or timing thereof; the outlook for General Fusion’s

business, including its ability to commercialize magnetized target fusion (“MTF”) or any other fusion technology on

its expected timeline or at all; statements regarding the current and expected results of General Fusion’s Lawson Machine 26 (“LM26”)

program; the ability to execute General Fusion’s strategies, including on any expected timeline or anticipated cost basis; projected

and estimated financial performance; anticipated industry trends; future capital expenditures; government regulation of fusion energy;

and environmental risks; as well as any information concerning possible or assumed future results of operations of General Fusion. The

forward-looking statements are based on the current expectations of the respective management teams of SVIII and General Fusion, as applicable,

and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future

developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other

assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking

statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may

not be completed in a timely manner or at all, which may adversely affect the price of SVIII’s securities; (ii) the failure

to satisfy the conditions to the consummation of the Proposed Business Combination, including the adoption of the Business Combination

Agreement by the shareholders of SVIII and the receipt of regulatory approvals; (iii) market risks; (iv) the occurrence of any

event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (v) the effect

of the announcement or pendency of the Proposed Business Combination on General Fusion’s business relationships, performance, and

business generally; (vi) risks that the Proposed Business Combination disrupts current plans of General Fusion and potential difficulties

in its employee retention as a result of the Proposed Business Combination; (vii) the outcome of any legal proceedings that may be

instituted against General Fusion or SVIII related to the Business Combination Agreement or the Proposed Business Combination; (viii) failure

to realize the anticipated benefits of the Proposed Business Combination; (ix) the inability to maintain the listing of SVIII’s

securities or to meet listing requirements and maintain the listing of the combined company’s securities on Nasdaq; (x) the

risk that the Proposed Business Combination may not be completed by SVIII’s business combination deadline and the potential failure

to obtain an extension of the business combination deadline if sought by SVIII; (xi) the risk that the price of the combined company’s

securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, national

security tensions, and macro-economic and social environments affecting its business; (xii) laws and regulations governing General

Fusion’s research and development activities, and changes in such laws and regulations; (xiii) any failure to commercialize

MTF on the expected timeline or at all, including any failure to achieve the objectives of the LM26 program; (xiv) environmental

regulations and legislation; (xv) the effects of climate change, extreme weather events, water scarcity, and seismic events, and

the effectiveness of strategies to deal with these issues; (xvi) fluctuations in currency markets; (xvii) General Fusion’s

ability to complete and successfully integrate any future acquisitions; (xviii) increased competition in the fusion industry; (xix) limited

supply of materials and supply chain disruptions; and (xx) the risk that the proposed private placement of convertible preferred

shares and warrants by General Fusion (the “PIPE Financing”) may not be completed, or that other capital needed by

the combined company may not be raised on favorable terms, or at all, including as a result of the restrictions agreed to in connection

with the PIPE Financing. The foregoing list is not exhaustive, and there may be additional risks that neither SVIII nor General Fusion

presently know or that SVIII and General Fusion currently believe are immaterial. You should carefully consider the foregoing factors,

any other factors discussed in this document and the other risks and uncertainties described in the “Risk Factors” section

of the IPO Prospectus and the risks described in the Registration Statement, which includes a preliminary proxy statement/prospectus,

or to be described in any amendment or supplement thereto; and those discussed and identified in filings made with the SEC by SVIII from

time to time. General Fusion and SVIII caution you against placing undue reliance on forward-looking statements, which reflect current

beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements

set forth in this document speak only as of the date of this document. Neither General Fusion nor SVIII undertakes any obligation to revise

forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking

statement is updated, no inference should be made that General Fusion or SVIII will make additional updates with respect to that statement,

related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that

could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may

appear, up to the consummation of the Proposed Business Combination, in SVIII’s public filings with the SEC, which are or will be

(as applicable) accessible at www.sec.gov, and which you are advised to review carefully.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

2.1

Amendment No. 1 to Business Combination Agreement, dated May 12, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XRBL 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: May 18, 2026

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2614919d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

AMENDMENT NO. 1 TO

BUSINESS COMBINATION AGREEMENT

by and among

SPRING VALLEY ACQUISITION CORP. III,

GENERAL FUSION INC.,

and

1573562

B.C. Ltd.

Dated as of May 12, 2026

AMENDMENT NO. 1 TO BUSINESS

COMBINATION AGREEMENT, dated as of May 12, 2026 (this “Amending Agreement”), by and among Spring Valley

Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), General Fusion Inc., a British Columbia limited

company (the “Company”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo”

and together with SPAC and the Company, the “Parties”).

Recitals

A. The Parties entered into a Business Combination Agreement dated as of January 1, 2026 (the “Business

Combination Agreement”).

B. The Parties wish to enter into this Amending Agreement to provide for the SPAC Redemption to occur immediately

prior to the SPAC Continuation and to make certain other amendments to the Business Combination Agreement as set out herein.

Agreement

In consideration of the foregoing

and the mutual covenants and agreements herein contained, the Parties hereby agree as follows:

Article 1

AMENDMENTS

1.01 Definitions

Unless amended herein, terms

defined in the Business Combination Agreement shall have the same meanings when used in this Amending Agreement.

(a) Section 1.01 of the Business Combination Agreement is amended by deleting the definition of “Company

Stock Plan” in its entirety and replacing it with the following:

““Company Stock Plan”

means, the amended and restated stock option plan of the Company dated May 12, 2026, as such may have been further amended, supplemented

or modified from time to time.”

(b) Section 1.01 of the Business Combination Agreement is amended by deleting the definition of “Redemption

Rights” in its entirety and replacing it with the following:

““Redemption Rights”

means, prior to the SPAC Continuation, the redemption rights provided for in Section 53.4 of the SPAC Memorandum and Articles of

Association.”

-2-

Shares” in its entirety and replacing it with the following:

““Redemption Shares”

has the meaning ascribed thereto in Section 2.07(b).”

(d) Section 1.01 of the Business Combination Agreement is amended by deleting the definition of “SPAC

Redemption” in its entirety and replacing it with the following:

““SPAC Redemption”

has the meaning ascribed thereto in Section 2.07(b).”

(e) Section 1.01 of the Business Combination Agreement is amended by addition of the following definition

immediately following the defined term “Redemption Shares”:

““Redeeming Shareholder”

means a holder of SPAC Class A Common Shares that has validly exercised its Redemption Rights.”

(f) Section 1.01 of the Business Combination Agreement is amended by deleting the definition of “Transactions”

in its entirety and replacing it with the following:

““Transactions”

means the SPAC Continuation, the Company Preferred Conversion, the Company SAFE Conversion, the Amalgamation, the PIPE Financing, the

Plan of Arrangement, and the other transactions contemplated by this Agreement and the Transaction Documents.”

1.02 Recitals

Recitals to the Business Combination

Agreement be amended as follows:

(a) Recital K is deleted in its entirety and replaced with the following:

“K. No later than immediately prior to the SPAC Continuation, each SPAC Class A Common Share issued and

outstanding immediately prior to the SPAC Continuation with respect to which a holder of SPAC Class A Common Shares has validly exercised

its Redemption Rights shall be redeemed.”

(b) Recital T is deleted in its entirety and replaced with the following:

“T. The Parties intend to complete the Company Preferred Conversion, the Company SAFE Conversion, the Amalgamation,

the SPAC Class B Conversion and the SPAC Warrant Conversion pursuant to the Plan of Arrangement.”

-3-

1.03 Transactions

Section 2.07 of the Business

Combination Agreement is amended by deleting Section 2.07 in its entirety and replacing it with the following:

“2.07 Transactions

(a) As promptly as practicable, but in no event later than three (3) Business Days after the satisfaction

or, if permissible, waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are

to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if

permissible, waiver of such conditions at the Closing), a closing of the Transactions (the “Closing”) shall

be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or, if permissible,

waiver, as the case may be, of the conditions set forth in Article 7. The date on which the Closing shall occur is referred

to herein as the “Closing Date”.

(b) No later than immediately prior to the SPAC Continuation, each SPAC Class A Common Share issued and

outstanding immediately prior to the SPAC Continuation with respect to which a holder of SPAC Class A Common Shares has validly exercised

its Redemption Rights (the “Redemption Shares”) shall be redeemed and the holder thereof shall be entitled to

receive from SPAC, in cash, an amount per share calculated in accordance with such shareholder’s Redemption Rights and the SPAC

shall cause the Trustee in accordance with Section 6.13 to make such cash payments in respect of each such Redemption Share

(the “SPAC Redemption”).

the SPAC Continuation upon the terms and subject to the conditions set forth in this Agreement.

(d) On the Closing Date, as set forth in the Plan of Arrangement, the following shall occur in the order set

forth below:

(i) the Company shall amend and restate the Company Articles by adopting the Company A&R Articles to,

among other things, create and authorize the issuance of the Company Convertible PIPE Preferred Shares;

(ii) Company SAFE Conversion;

(iii) the Company Preferred Conversion;

(iv) the PIPE Financing;

(v) the SPAC Class B Conversion;

-4-

(vi) the SPAC Warrant Conversion;

(vii) the Amalgamation, including the adoption of the NewCo Closing Articles and the new SPAC Closing Articles

(the occurrence of such event, being the “Amalgamation Effective Time”); and

(viii) SPAC and each holder of SPAC Common Shares, SPAC Exchange Warrants and SPAC Exchange Options issued pursuant

to the Amalgamation shall become bound by the Lock-Up Agreement.

(e) On the Closing Date, at the Amalgamation Effective Time, each officer and director of SPAC immediately

prior to the Amalgamation Effective Time shall resign and be replaced by the Post-Closing Officers and Directors.

(f) On the Closing Date, SPAC shall be renamed to a name selected by the Company.

(g) On or as soon as practicable after the Closing Date, the SPAC Common Shares shall trade on NASDAQ.”

1.04 SPAC Equity Incentive Plan

Section 6.06 of the Business Combination

Agreement is amended by deleting Section 6.06 in its entirety and replacing it with the following:

“6.06 SPAC

Equity Incentive Plan

Prior to the consummation

of the Transactions, SPAC shall adopt the SPAC Equity Incentive Plan, which shall be (i) a customary public company rolling evergreen

equity incentive plan and (ii) in a form mutually agreed by SPAC and the Company. The total number of SPAC Common Shares initially

reserved for issuance under the SPAC Equity Incentive Plan shall be equal to fifteen percent (15%) of the SPAC Common Shares outstanding

as of immediately following the Closing. The SPAC Exchange Options issued pursuant to the Amalgamation shall be deemed to have been granted

by SPAC subject to the terms of the Company Stock Plan and shall not reduce the number of SPAC Common Shares reserved for grant under

the SPAC Equity Incentive Plan.”

1.05 Trust Account

Section 6.13 of the Business

Combination Agreement is amended by deleting Section 6.13 in its entirety and replacing it with the following:

“6.13 Trust Account

Upon satisfaction

or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 7 and the provision of notice thereof

to the Trustee, (a) SPAC shall make all appropriate arrangements to cause the Trustee to pay as and when due all amounts, if any

payable to the Redeeming Shareholders prior to the Continuation, and (b) at the Closing, SPAC shall deliver any other documents,

opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee, immediately following

the Amalgamation Effective Time to, and the Trustee shall thereupon be obligated to, transfer all the funds in the Trust Account as directed

by SPAC and thereafter shall cause the Trust Account and the Trust Agreement to terminate.”

-5-

1.06 Conditions to the Transactions

Section 7.01 of the Business

Combination Agreement is amended by adding a new paragraph 7.01(j) at the end thereof as follows:

“(j) SPAC Redemption.

The SPAC Redemption, if any, shall have occurred.”

1.07 Entire Agreement

Section 9.04 of the Business Combination

Agreement is amended by deleting Section 9.04 in its entirety and replacing it with the following:

“9.04 Entire Agreement; Assignment

This Agreement,

as amended by Amendment No. 1 dated May 12, 2026, and the Ancillary Agreements constitute the entire agreement among the Parties

with respect to the subject matter hereof and supersede, except as set forth in Section 6.04(b), all prior and contemporaneous

agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof, except

for the Confidentiality Agreement. No Party shall assign, grant or otherwise transfer the benefit of the whole or any part of this Agreement

or any of the rights hereunder (whether pursuant to a merger, by operation of Law or otherwise) to any Person (other than another Party

by operation of Law pursuant to the Amalgamation) without the prior express written consent of the other Parties.”

1.08 SPAC Closing Articles

The SPAC Closing Articles

attached as Exhibit B to the Business Combination Agreement is deleted in its entirety and replaced with the SPAC Closing Articles

attached as Exhibit A hereto.

1.09 Plan of Arrangement

The Plan of Arrangement attached

as Exhibit C to the Business Combination Agreement is deleted in its entirety and replaced with the Plan of Arrangement attached

as Exhibit B hereto.

-6-

Article 2

GENERAL

2.01 General Provisions

The general provisions in

Article 9 of the Business Combination Agreement, as amended by this Amending Agreement, shall be incorporated by reference into this

Amending Agreement and shall form an integral part of this Amending Agreement.

2.02 Governing Law

This Amending Agreement shall

be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and the federal Laws

of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the state or federal courts

of the Province of British Columbia in respect of all matters arising under and in relation to this Amending Agreement and the Business

Combination.

2.03 Counterparts

This Amending Agreement may

be executed and delivered (including executed manually or electronically via DocuSign or other similar services and delivered by facsimile

or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each

of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows.]

-7-

SPAC, NewCo and the Company

have caused this Amending Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SPRING VALLEY ACQUISITION CORP. III

By:

/s/ Christopher Sorrells

Name:

Christopher Sorrells

Title:

Chief Executive Officer

[Signature Page to Amendment No. 1 to Business Combination Agreement]

1573562 B.C. Ltd.

By:

/s/ Christopher Sorrells

Name:

Christopher Sorrells

Title:

Director

[Signature Page to Amendment No. 1 to Business Combination Agreement]

GENERAL FUSION INC.

By:

/s/ Greg Twinney

Name:

Greg Twinney

Title:

Chief Executive Officer

[Signature Page to Amendment No. 1 to Business Combination Agreement]

XML — IDEA: XBRL DOCUMENT

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Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 12, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 12, 2026

Entity File Number

001-42822

Entity Registrant Name

SPRING VALLEY ACQUISITION CORP. III

Entity Central Index Key

0002074850

Entity Tax Identification Number

00-0000000

Entity Incorporation, State or Country Code

Entity Address, Address Line One

4030

Maple Avenue

Entity Address, Address Line Two

Suite

500

Entity Address, City or Town

Dallas

Entity Address, State or Province

Entity Address, Postal Zip Code

75219

City Area Code

214

Local Phone Number

308-5230

Written Communications

true

Soliciting Material

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Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant

Title of 12(b) Security

Units,

each consisting of one Class A ordinary share and one-third of one redeemable public warrant

Trading Symbol

SVACU

Security Exchange Name

NASDAQ

Common Class A [Member]

Title of 12(b) Security

Class

A ordinary shares, par value $0.0001 per share

Trading Symbol

SVAC

Security Exchange Name

NASDAQ

Warrant [Member]

Title of 12(b) Security

Warrants,

each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

Trading Symbol

SVACW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Code for the postal or zip code

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No definition available.

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Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

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duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityCentralIndexKey

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Data Type:

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Balance Type:

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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Namespace Prefix:

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Data Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

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duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Data Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityTaxIdentificationNumber

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Data Type:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Balance Type:

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duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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dei_SecurityExchangeName

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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dei_SolicitingMaterial

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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- Details

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- Details

Name:

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Name:

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