FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
Spring Valley Acquisition Corp. III (SVAC III) filed its quarterly report for the period ended March 31, 2026. The company reported a net loss of $1.3 million for the three months ended March 31, 2026, compared to a net loss of $1.1 million for the same period in 2025. As of March 31, 2026, SVAC III had cash and cash equivalents of $14.4 million, compared to $15.4 million as of December 31, 2025. The company’s total assets were $15.4 million as of March 31, 2026, and its total liabilities were $0.4 million. SVAC III did not generate any revenue for the three months ended March 31, 2026, and its expenses were primarily related to general and administrative costs. The company’s management’s discussion and analysis of financial condition and results of operations notes that SVAC III is a blank check company and has not yet identified a target business for a merger or acquisition.
Overview
SVIII is a blank check company formed in 2025 for the purpose of merging with or acquiring another business. The company recently entered into a Business Combination Agreement to acquire General Fusion, a fusion energy technology company. The key points from the financial report are:
Proposed Business Combination
- SVIII will continue from the Cayman Islands to British Columbia, then NewCo (a subsidiary of General Fusion) will amalgamate with and into General Fusion.
- The aggregate equity consideration to be issued to General Fusion’s shareholders is approximately 60 million new SVIII common shares, based on a $600 million valuation of General Fusion.
- An additional 12.5 million “earnout shares” will be issued, which can convert to common shares if certain stock price targets are met within 5 years.
- The transaction is subject to various closing conditions, including shareholder approvals and regulatory clearances.
Financial Performance
- SVIII has not engaged in any operations or generated revenue to date, only incurring costs related to its formation and IPO preparation.
- For the 3 months ended March 31, 2026, SVIII had a net loss of $423.3 million, primarily due to a $425.2 million expense related to the Subscription Agreement liability.
- As of March 31, 2026, SVIII had $234.7 million in the trust account from its IPO proceeds, and $665,383 in cash outside the trust account.
- SVIII’s liquidity raises substantial doubt about its ability to continue as a going concern, but it intends to complete the General Fusion acquisition to address this.
Key Agreements
- SVIII entered into a Sponsor Letter agreement with its sponsor, who agreed to vote in favor of the transaction and forfeit/transfer some founder shares.
- SVIII and General Fusion entered into a Subscription Agreement with an “Anchor PIPE Investor” to raise $107.7 million in private placement funding.
- SVIII will enter into a Registration Rights Agreement and Lock-Up Agreement with certain shareholders after the closing.
Outlook SVIII’s ability to complete the proposed business combination with General Fusion and continue as a going concern is dependent on successfully executing the transaction. The company faces risks and uncertainties related to obtaining necessary approvals, financing the deal, and integrating the two businesses.
