Spring Valley Acquisition Corp. III

A $600 million price with no fairness opinion or third-party valuation, for a fusion developer carrying a $173.8 million shareholders' deficiency, is an unusually thin valuation record and the filing says so explicitly. The July 6, 2026 meeting date is the redemption decision point, and the British Columbia continuation moves holders into Canadian corporate law.

Second amendment to a definitive BCA less than five weeks before closing; the incentive-plan reserve and SAFE-holder voting mechanics both affect post-close ownership.

Amends the definitive BCA on the eve of the vote; the 15% equity incentive plan reserve is meaningful dilution for post-close holders, and the SAFE-holder voting change was needed to secure the Canadian plan-of-arrangement approval.

The PIPE Financing is $107.7 million for 10,556,373 New GF Multiple Voting Shares. General Fusion shareholders receive 40,671,025 New GF Subordinate Voting Shares, within 60,000,000 Closing Shares on a fully diluted basis that include 7,597,281 options and 11,731,694 warrants. A maximum redemption of all 23,000,000 public shares would pay $232.8 million at $10.12 per share; as-adjusted net tangible book value per share runs from $7.77 with no further redemptions to $(0.51) at maximum, and the deferred underwriting fee waived rises from nil to $9,200,000 across those scenarios.

Confirms the concrete deal economics — roughly US$107.7 million of committed PIPE against a US$230 million trust — making redemption levels the sole swing factor in the combined company's funding.

A 15% equity incentive plan pool is at the high end of deSPAC norms and is direct dilution to non-redeeming SVAC holders, and the redemption-timing change fixes the mechanics ahead of the shareholder vote. Amendment No. 1 confirms the General Fusion deal is still live and progressing toward an effective F-4.

The 15% evergreen plan on top of rolled-over General Fusion options is meaningful ongoing dilution for continuing SVAC holders. Making completion of the SPAC Redemption a hard closing condition and moving it ahead of the Cayman-to-B.C. continuance protects redeeming holders' cash rights but also means the trust is drawn down before the entity migrates.

The trust is intact at $10.20 per share and the shell's own cash burn is trivial, so the headline $423 million net loss is entirely the non-cash subscription agreement mark tied to the General Fusion PIPE structure rather than any impairment of redeemable value. Holders' downside is still the $10.20 redemption floor, but the size of the subscription liability signals a very large dilution overhang on the post-closing share count.

The share counts moved with that renaming, so a figure quoted from this version does not match the later one. Here General Fusion shareholders receive 40,688,383 New GF Common Shares and 7,601,668 New GF Common Options; Amendment No. 4 (June 4, 2026) restates these as 40,671,025 Subordinate Voting Shares and 7,597,281 options. Unchanged across both: the $107.7 million PIPE for 10,556,373 shares, the 60,000,000 fully diluted Closing Shares, and a maximum redemption of 23,000,000 public shares paying $232.8 million at $10.12 per share.

The aggregate equity consideration is approximately 60,000,000 Closing Shares, stated as based on a $600 million valuation of General Fusion, plus 12,500,000 earnout shares in three equal tranches that convert only if the volume weighted average price reaches $15.00, $20.00 and $25.00 for 20 of any 30 consecutive trading days within five years of Closing. The $107.7 million PIPE for 10,556,373 shares, and a maximum redemption of 23,000,000 public shares paying $232.8 million at $10.12, are unchanged in Amendments No. 3 and No. 4.

The valuation and earnout are already fixed at this version and do not move later: aggregate equity consideration of approximately 60,000,000 Closing Shares on a stated US$600 million General Fusion valuation, plus 12,500,000 earnout shares in three tranches over five years, described here as a potential earn-out of US$125 million triggered if the shares trade above $15, $20 and $25. This version also states the financing target as at least US$80,000,000 of gross new proceeds; the later amendments state a PIPE of $107.7 million for 10,556,373 shares.

This baseline already contains the sponsor-side detail the later amendments carry forward, and one item unique to the early record: on January 21, 2026, in connection with the PIPE Financing, General Fusion issued 3.5 million Class B common shares to the lead PIPE investor for total proceeds of $0.35 million — Commitment Shares that are redeemable if the business combination does not close and otherwise convert one-for-one into 3.5 million New GF common shares. The 60,000,000 Closing Shares and 12,500,000 earnout shares are unchanged through Amendment No. 4.

Independently confirms the deal's headline economics (US$1bn pro-forma equity value, US$105m PIPE, US$230m trust) and the Pearl Energy-affiliated sponsor's track record with NuScale and Eagle Energy Metals.