Annuncio • Jul 11
General Fusion Inc. completed the acquisition of Spring Valley Acquisition Corp. III (NasdaqGM:SVAC) from Merus Global Investments, LLC, Spring Valley Acquisition III Sponsor, LLC, and others in a reverse merger transaction.
General Fusion Inc. entered into letter of intent to acquire Spring Valley Acquisition Corp. III (NasdaqGM:SVAC) from Merus Global Investments, LLC, Spring Valley Acquisition III Sponsor, LLC, and others for approximately $730 million in a reverse merger transaction on November 7, 2025. General Fusion Inc. entered into a definitive business combination agreement to acquire Spring Valley Acquisition Corp. III from Merus Global Investments, LLC, Spring Valley Acquisition III Sponsor, LLC, and others in a reverse merger transaction on January 21, 2026. Upon closing, the Proposed Business Combination is expected to result in General Fusion listing on the Nasdaq and trading under the ticker symbol “GFUZ”. The Proposed Business Combination between General Fusion and SVAC implies an approximately $1 billion pro-forma equity value inclusive of approximately $105 million from a committed and oversubscribed PIPE and $230 million of SVAC’s trust capital (assuming no redemptions). The transaction implies $724 million pro forma enterprise value. General Fusion shareholders will rollover 100% of their equity and are expected to hold 58% of the outstanding pro-forma equity. The aggregate equity consideration to be issued to the General Fusion Securityholders in the Business Combination will be approximately 60 million (the “Closing Shares”) New General Fusion common shares (“New GF Common Shares”) to be authorized pursuant to the New GF Closing Articles, based on a $600 million valuation of General Fusion. In addition, at the Closing, New General Fusion will issue an aggregate of 12.5 million earnout shares (the “New GF Earnout Shares”) to be authorized pursuant to the New GF Closing Articles, one-third of which will automatically convert into New GF Common Shares if, within a period of five years following the Closing Date, the volume weighted average price of the New GF Common Shares equals or exceeds each of $15.00, $20.00 and $25.00, respectively, for any 20 trading days within any period of 30 consecutive trading days. If any such condition is not satisfied during such five-year period, the corresponding New GF Earnout Shares will be redeemed by New General Fusion for nominal consideration. All outstanding General Fusion warrants and stock options will be exchanged for warrants or stock options, as applicable, of New General Fusion exercisable for a pro rata portion of the Closing Shares and New GF Earnout Shares. At the closing of the transaction, Spring Valley will be renamed “General Fusion Group Ltd.,” and once the transaction is completed, the combined company’s shares and warrants are expected to trade on Nasdaq under the ticker symbols “GFUZ” and “GFUZW,” respectively, subject to approval of its listing application.
The transaction is subject to customary closing conditions, including regulatory, anti-trust and shareholder approvals. The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived by all of the parties): (1) approval by the General Fusion's securityholders of the Plan of Arrangement at the Company Securityholders Meeting, (2) receipt of a final order of the Supreme Court of British Columbia (3) approval by SVIII’s shareholders; (4) the absence of any law, ruling of any governmental authority, judgment or decree which has the effect of making the Business Combination illegal or which otherwise prevents or prohibits consummation of the Business Combination, (5) all required filings and approvals under the Nuclear Safety and Control Act (Canada) and the regulations made thereunder and any applicable antitrust laws will have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under applicable antitrust laws will have expired or been terminated, (6) the Common Shares to be issued in the Business Combination will have been registered with the SEC on the Registration Statement and accepted for listing on the Nasdaq Capital Market or another national securities exchange mutually agreed to by the Parties in writing, (7) the Registration Statement having become effective, (8) the Anchor PIPE Investor shall have funded the aggregate subscription amount under its Subscription Agreement (as such terms are defined below), and (9) the BCSC shall have cleared the final Canadian Prospectus for filing in a manner reasonably acceptable to the Company and SVIII. The Proposed Business Combination has been unanimously approved by the board of directors of General Fusion and the board of directors of SVAC. The Proposed Business Combination is expected to be completed in mid-2026. As of June 15, 2026, General Fusion Inc. announced that its joint registration statement on Form F-4, as amended, was declared effective by the U.S. Securities and Exchange Commission on June 12, 2026. If the Spring Valley and General Fusion securityholders vote to approve the proposed business combination, the transaction is expected to close shortly thereafter, subject to the satisfaction of customary closing conditions. The extraordinary general meeting of shareholders of Spring Valley Acquisition Corp. III will be held to approve the transaction on July 6, 2026. As of July 6, 2026, the transaction has been approved by the shareholders of Spring Valley.
Cohen & Company Capital Markets, LLC acted as financial advisor for Spring Valley Acquisition Corp. III. Alan I. Annex, Adam S. Namoury, Jason T. Simon, Mindy B. Leathe, Keshia M. Tiemann, David M. Greenberg, David Edington and Justin Allsop of Greenberg Traurig, LLP acted as legal advisor for Spring Valley Acquisition Corp. III. Jonathan Sherman, John Christian, Brandon Manhas, Guy-Étienne Richard, Zahra Nurmohamed, and Micky Lungu of Cassels Brock & Blackwell LLP acted as legal advisor for Spring Valley Acquisition Corp. III. Ben A. Stacke of Faegre Drinker Biddle & Reath LLP acted as legal advisor for General Fusion Inc. The team of Fasken Martineau DuMoulin LLP led by Shahrooz Nabavi, Iain Mant, Martin Ferreira Pinho, Geoff Pedlow, Mike Coburn, Christopher Ross, Reina Mistry, Andrew House, Shanlee von Vegesack and Sarina Trasolini acted as legal advisor for General Fusion Inc. Continental Stock Transfer & Trust Company acted as transfer agent of Spring Valley Acquisition Corp. Greenberg Traurig, LLP acted as due dilligence provider for Spring Valley Acquisition. Alexandra Low and Simon Raftopoulos of Appleby Global Services (Cayman) Limited acted as legal advisor for Spring Valley Acquisition. Solebury Strategic Communications is serving as investor relations and public relations advisor for the Proposed Business Combination. Sodali & Co. acted as proxy solicitor to Spring Valley Acquisition Corp. III and will receive a fee of $0.015 million. Odyssey Transfer and Trust Company acted as transfer agent to General Fusion Inc.
General Fusion Inc. completed the acquisition of Spring Valley Acquisition Corp. III (NasdaqGM:SVAC) from Merus Global Investments, LLC, Spring Valley Acquisition III Sponsor, LLC, and others in a reverse merger transaction on July 10, 2026.