FiledJun 4, 2026 - 3:46 PM ET

General Fusion Inc.

F-4/A Amendment: Spring Valley Acquisition Corp. III — General Fusion business combination terms and proxy

F-4/AStrategic TransactionneutralImpact66

Why It Matters

This document fixes the transaction valuation, share issuance mechanics and vote timetable, directly affecting dilution and closing uncertainty

Summary

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The registrants filed Amendment No. 4 to the F-4 describing the Spring Valley Acquisition Corp. III business combination with General Fusion. The filing sets a $600 million transaction value, authorizes 60,000,000 Closing Shares, and provides conversion estimates into approximately 40,671,025 New GF Subordinate Voting Shares plus options and warrants. Spring Valley scheduled a shareholder meeting for July 6, 2026 with a record date of June 12, 2026. The filing also discloses expected Nasdaq tickers and sponsor compensation mechanics

Score66

Score Rationale

neutral

Filing sets deal economics and vote date but contains no vote or redemption results.

Bullish

The Business Combination fixes a $600 million transaction value, providing a clear valuation and liquidity path for General Fusion securityholders.

Bearish

The transaction contemplates issuing 60,000,000 Closing Shares and converts General Fusion’s pre-close diluted capital structure, implying material post-closing dilution for holders.

Key Evidence

Business Combination Agreement dated January 21, 2026 between Spring Valley and General Fusion.
Aggregate equity consideration: 60,000,000 New GF Subordinate Voting Shares based on a $600 million Transaction Value.
Estimated post-conversion amounts: ~40,671,025 New GF Subordinate Voting Shares, 7,597,281 New GF SVS Options, and 11,731,694 New GF SVS Warrants.
Shareholder meeting scheduled for July 6, 2026 with record date June 12, 2026; expected Nasdaq tickers GFUZ and GFUZW upon closing.

What To Watch Next

Result of the July 6, 2026 shareholder vote (approval or adjournment).
Redemption rate from Spring Valley public shareholders and resulting available trust cash.
Nasdaq approval for listing New GF Subordinate Voting Shares and New GF Public Warrants (ticker confirmations).

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Original Filing Text

SEC filing text preserved from the raw item store.

### F-4/A - F-4/A
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As filed with the Securities and Exchange Commission on June 4, 2026
Registration Statement No. 333-293688

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
AMENDMENT NO. 4
TO

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SPRING VALLEY ACQUISITION CORP. III *
(Exact name of Registrant as Specified in its Charter)
N/A
(Translation of registrant’s name into English)

4030 Maple Avenue, Suite 500
Dallas, Texas 75219
(214) 308-5230
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates
850 Library Ave., Suite 204
Newark, Delaware 19711
(302)738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

|
Alan I. Annex, Esq.
Adam S. Namoury, Esq.
Jason T. Simon, Esq.
Greenberg Traurig, LLP
One Vanderbilt Ave
New York, NY 10017
(212) 801-6721
|
| Ben A. Stacke, Esq.
Griffin D. Foster, Esq.
Faegre Drinker Biddle &
Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota
(612) 766-6836
|
| Jonathan D. Sherman
Brandon Manhas
Cassels Brock & Blackwell LLP
Suite 3200, Bay Adelaide Centre –
North Tower
40 Temperance St. Toronto,
ON M5H 0B4 Canada
(416) 869-5300
|
| Shahrooz Nabavi
Martin Ferreira Pinho
Fasken Martineau
DuMoulin LLP
550 Burrard Street,
Suite 2900 Vancouver,
BC V6C 0A3
(604) 631-3131
|

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the business combination described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†
| The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
|

*
| Prior to the consummation of the Business Combination described herein, the Registrant intends to effect a continuation from the Cayman Islands to British Columbia in accordance with the Cayman Islands Companies Act (2022 Revision) (the “Cayman Companies Act”) and the Business Corporations Act (British Columbia) (the “BCBCA”), pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to British Columbia. All securities being registered will be issued by Spring Valley Acquisition Corp. III (after its continuation as a corporation incorporated in British Columbia). Upon Closing of the Business Combination, Spring Valley will be renamed “General Fusion Group Ltd.”
|

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TABLE OF ADDITIONAL REGISTRANTS

(1) | The address, including postal code, and telephone number, including area code, of each additional registrant’s principal executive offices are 6020 Russ Baker Way, Richmond, British Columbia V7B 1B4, phone number (604) 439-3003. |

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The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 4, 2026
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF
SPRING VALLEY ACQUISITION CORP. III
PROSPECTUS FOR
127,779,410 COMMON SHARES,
14,329,445 WARRANTS AND 14,329,445 COMMON SHARES
ISSUABLE UPON EXERCISE OF WARRANTS OF SPRING VALLEY ACQUISITION CORP. III
PROPOSED BUSINESS COMBINATION — YOUR PARTICIPATION IS VERY IMPORTANT
Dear Shareholders of Spring Valley Acquisition Corp. III:
You are cordially invited to attend the extraordinary general meeting (the “Spring Valley Shareholders’ Meeting”) of shareholders of Spring Valley Acquisition Corp. III (“Spring Valley” and such shareholders, the “Spring Valley Shareholders”), which will be held at 10:00 a.m., Eastern Time, on July 6, 2026, virtually pursuant to the procedures described in the accompanying proxy statement/prospectus for the purposes of Cayman Islands law and Spring Valley’s Amended and Restated Memorandum and Articles of Association (the “Spring Valley Articles”).
On January 21, 2026, Spring Valley, General Fusion Inc., a British Columbia limited company (“General Fusion”), and 1573562 B.C. Ltd., a British Columbia limited company and a wholly-owned direct subsidiary of Spring Valley (“NewCo”), entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement,” and the transactions contemplated thereby, collectively, the “Business Combination”), pursuant to which, among other things, and subject to the terms and conditions contained in the Business Combination Agreement, and the plan of arrangement attached hereto as Annex B (the “Plan of Arrangement”), (i) prior to the closing of the arrangement (the “Arrangement”), Spring Valley shall transfer by way of continuation and deregistration from the Cayman Islands to the Province of British Columbia in accordance with the Cayman Islands Companies Act (As Revised) (the “Companies Act”) and the Business Corporations Act (British Columbia) (“BCBCA”) (the “Continuation”), and the articles of incorporation of Spring Valley after the Continuation shall be in substantially the form attached hereto as Annex D (the “Continuation Articles”), and (ii) promptly following the Continuation, the closing of the Arrangement will occur (the “Closing” and such date on which the Closing occurs, the “Closing Date”), in connection with which, among other things, Spring Valley will change its corporate name to “General Fusion Group Ltd.” (“New General Fusion”) and NewCo will amalgamate with and into General Fusion (the “Amalgamation”) to form one corporate entity and NewCo will survive the Amalgamation as “General Fusion Inc.” (such resulting entity, the “Amalgamated Company”).
The aggregate equity consideration to be issued to the General Fusion Securityholders in the Business Combination will be 60,000,000 (the “Closing Shares”) New General Fusion common shares (“New GF Subordinate Voting Shares”) to be authorized pursuant to the New GF Closing Articles, based on a $600 million valuation of General Fusion. The $600 million Transaction Value attributable to General Fusion Securityholders was negotiated by the parties in connection with the Business Combination and was not based on any third-party valuation report, fairness opinion or appraisal obtained by General Fusion. As of December 31, 2025, General Fusion had a shareholders’ deficiency of $173.8 million and a fully diluted equity structure consisting of approximately 284.7 million shares and share-equivalent instruments, including common shares, redeemable convertible preferred shares, options and warrants. Prior to the Business Combination, such fully diluted equity structure is expected to increase to approximately 352.9 million shares and share-equivalent instruments, including common shares, redeemable convertible preferred shares, options and warrants and conversion of SAFE into common shares. Upon consummation of the Business Combination, such fully diluted equity structure is expected to convert, based on an equity conversion ratio of approximately 0.1699:1, into approximately 40,671,025 New GF Subordinate Voting Shares, 7,597,281 New GF SVS Options and 11,731,694 New GF SVS Warrants. The Transaction Value and related exchange mechanics were established pursuant to the Business Combination Agreement and were not derived from General Fusion’s historical shareholders’ deficiency, as the Transaction is expected to be accounted for as a reverse recapitalization under U.S. GAAP. For additional information regarding the accounting treatment and related pro forma adjustments, see “Unaudited Pro Forma Condensed Combined Financial Information — Notes to Unaudited Pro Forma Condensed Combined Financial Information”.

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In addition, at the Closing, New General Fusion will issue an aggregate of 12,500,000 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 Subordinate Voting Shares if, within a period of five years following the Closing Date, the volume weighted average price of the New GF Subordinate Voting 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.
On the Closing Date, prior to the Amalgamation, (a) all of the then issued and outstanding General Fusion Preferred Shares shall automatically convert into General Fusion Class A Common Shares pursuant to the General Fusion Articles (the “Preferred Conversion”), (b) General Fusion shall amend and restate the General Fusion Articles to, among other things, create and authorize the issuance of the General Fusion Convertible Preferred Shares, (c) all of the then issued and outstanding SAFEs of General Fusion shall convert into that number of General Fusion Class A Common Shares pursuant to the terms of the SAFEs (the “SAFE Conversion”), (d) the PIPE Financing shall be consummated pursuant to the PIPE Subscription Agreements, (e) each then issued and outstanding Spring Valley Class B Share shall automatically convert, on a one-for-one basis, for a Spring Valley Class A Share pursuant to the Continuation Articles (the “SPAC Class B Conversion”), and (f) each then issued and outstanding Spring Valley Private Warrant shall be exchanged for a warrant to acquire that number of New GF Subordinate Voting Shares equal to the number of Spring Valley Class A Ordinary Shares subject to the applicable Spring Valley Private Warrant, at a per share exercise price equal to the per share exercise price for the Spring Valley Private Warrants.
On the Closing Date, pursuant to the Amalgamation which will occur under the Arrangement:
● | each then issued and outstanding General Fusion Common Share (other than General Fusion Class B Common Shares and General Fusion Shares in respect of which Dissent Rights have been duly exercised) shall be exchanged for (i) that number of New GF Subordinate Voting Shares equal to the Exchange Ratio for New GF Subordinate Voting Shares, and (ii) that number of New GF Class A Earnout Shares, New GF Class B Earnout Shares, and New GF Class C Earnout Shares equal to the applicable Exchange Ratio for New GF Earnout Shares; |

● | each then issued and outstanding General Fusion Class B Common Share (other than General Fusion Class B Common Shares in respect of which Dissent Rights have been duly exercised) shall be exchanged for one (1) New GF Subordinate Voting Share; |

● | each then issued and outstanding General Fusion Convertible Preferred Share shall be exchanged for one (1) New GF Multiple Voting Share; |

● | each then issued and outstanding General Fusion Warrant (other than General Fusion PIPE Warrants) shall be exchanged for, collectively: (A) a warrant to acquire a number of New GF Subordinate Voting Shares (rounded down to the nearest whole share) equal to (1) the number of General Fusion Shares subject to the applicable General Fusion Warrant multiplied by (2) the Exchange Ratio for New GF Subordinate Voting Shares; (B) a warrant to acquire a number of New GF Class A Earnout Shares (rounded down to the nearest whole share), equal to (1) the number of General Fusion Shares subject to the applicable General Fusion Warrant multiplied by (2) the applicable Exchange Ratio for New GF Earnout Shares; (C) a warrant to acquire a number of New GF Class B Earnout Shares (rounded down to the nearest whole share) equal to (1) the number of General Fusion Shares subject to the applicable General Fusion Warrant multiplied by (2) the applicable Exchange Ratio for New GF Earnout Shares; and (D) a warrant to acquire a number of New GF Class C Earnout Shares (rounded down to the nearest whole share) equal to (1) the number of General Fusion Shares subject to the applicable General Fusion Warrant multiplied by (2) the applicable Exchange Ratio for New GF Earnout Shares (collectively, the “New GF Exchange Warrants”), each at a per share exercise price (rounded up to the nearest cent) equal to (1) in the case of a New GF Exchange Warrant to acquire New GF Subordinate Voting Shares, the quotient of (i) the per share exercise price for the General Fusion Shares subject to the applicable General Fusion Warrant divided by (ii) the Exchange Ratio for New GF Subordinate Voting Shares, and (2) in the case of a New GF Exchange Warrant to acquire New GF Earnout Shares, $0.01; |

● | each then issued and outstanding General Fusion PIPE Warrant shall be exchanged for one (1) New GF PIPE Warrant to acquire one (1) New GF Subordinate Voting Share at a per share exercise price equal to $12.00, subject to adjustment; and |

● | each then issued and outstanding General Fusion Option shall be exchanged for, collectively: (A) an option to acquire a number of New GF Subordinate Voting Shares (rounded down to the nearest whole share) equal to (1) the number of General Fusion Class A Common Share subject to the applicable General Fusion Option multiplied by (2) the Exchange Ratio for |

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New GF Subordinate Voting Shares; (B) an option to acquire a number of New GF Class A Earnout Shares (rounded down to the nearest whole share), equal to (1) the number of General Fusion Class A Common Shares subject to the applicable General Fusion Option multiplied by (2) the applicable Exchange Ratio for New GF Earnout Shares; (C) an option to acquire a number of New GF Class B Earnout Shares (rounded down to the nearest whole share) equal to (1) the number of General Fusion Class A Common Shares subject to the applicable General Fusion Option multiplied by (2) the applicable Exchange Ratio for New GF Earnout Shares; and (D) an option to acquire a number of New GF Class C Earnout Shares (rounded down to the nearest whole share) equal to (1) the number of General Fusion Class A Common Shares subject to the applicable General Fusion Option multiplied by (2) the applicable Exchange Ratio for New GF Earnout Shares (collectively, the “New GF Exchange Options”), each at a per share exercise price (rounded up to the nearest cent) equal to (1) in the case of a New GF Exchange Option to acquire New GF Subordinate Voting Shares, the quotient of (i) the per share exercise price for the General Fusion Class A Common Shares subject to the applicable General Fusion Option divided by (ii) the Exchange Ratio for New GF Subordinate Voting Shares, and (2) in the case of a New GF Exchange Option to acquire New GF Earnout Shares, $0.01, in each case upon and subject to the other terms and conditions set forth in the Business Combination Agreement, the Plan of Arrangement and in accordance with the provisions of applicable law (including Sections 424(a) and Section 409A of the U.S. Internal Revenue Code of 1986). |

The SAFE Conversion refers to Simple Agreement for Future Equity instruments issued by General Fusion between November 2025 and January 2026, (“SAFEs”), as amended from time to time, subject to British Columbia law and in the form attached to the accompanying proxy statement/prospectus as Annex K , resulting in gross proceeds of $44.5 million. The SAFEs terms provide that:
(a) | In the event that there is a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which General Fusion issues and sells Preferred shares of General Fusion resulting in gross proceeds of not less than $100 million (“Equity Financing”), the SAFE shall convert into a series of such Preferred shares at a price per share that is the lower of: (i) the valuation cap of $500 million plus the aggregate amount raised under all SAFEs issued (“Valuation Cap”) divided by General Fusion’s fully diluted number of shares, calculated on a post-money basis including all issued and outstanding convertible securities, all issued stock options, options contractually committed to be granted but not yet issued, and number of stock options reserved for issuance under any General Fusion stock option or equity incentive plan; and (ii) a price per share equal to 75% of the price per share at which the Preferred shares of General Fusion are sold for new cash proceeds in such Equity Financing (being equivalent to a 25% discount); |

(b) | In the event of an initial public offering, direct listing or SPAC merger, the SAFEs shall convert into the share consideration as the investor would be entitled to receive if the investor held the number of General Fusion Class A Common Shares equal to the amount invested by such investor divided by lower of: (i) the product of the price per share at which General Fusion Common Shares are sold in such initial public offering, direct listing or SPAC merger multiplied by 75% (being equivalent to a 25% discount), and (ii) a price per share equal to the Valuation Cap divided by the aggregate of issued and outstanding shares (assuming conversion of all issued and outstanding convertible securities) other than any SAFEs where the holders of such SAFEs receive the purchase price for such SAFEs, all issued and outstanding stock options and options contractually committed to be granted but not yet issued (the “Conversion Amount”). |

(c) | In the event of a change of control transaction, a holder of a SAFE shall be entitled to receive the greater of: (i) the purchase amount of the SAFE, subject to the following liquidation priority: (A) junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into shares in the capital of General Fusion), (B) on par with payments for other SAFEs and/or Class B Preferred shares of General Fusion, and if the applicable proceeds are insufficient to permit full payments to the holder of SAFE and such other SAFEs and/or Class B Preferred shares, the applicable proceeds will be distributed pro rata among all such holders in proportion to the full payments that would otherwise be due, and (C) senior to payments for Common shares of General Fusion; and (ii) the Conversion Amount, subject to the following liquidation priority on par with payments for Common shares of General Fusion and other SAFEs and/or Class B Preferred shares of General Fusion that are also receiving Conversion Amounts on a similar as-converted to Common share basis, and junior to payments described in clauses (A) and (B) above (in the latter case, to the extent such payments are the purchase amount of the SAFE or similar liquidation preferences). |

(d) | If there is (i) a voluntary termination of operations, (ii) a general assignment for the benefit of General Fusion’s creditors or (iii) any other liquidation, dissolution or winding up of General Fusion, whether voluntary or involuntary (excluding a change of control) (a “Dissolution Event”), before the termination of the SAFEs, a holder of a SAFE shall be entitled (subject to the liquidation priority set forth above) to receive a portion of cash consideration equal to the purchase amount, due and payable to such holder immediately prior to the consummation of the Dissolution Event. |

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(e) | Under the SAFEs, investors are entitled to purchase warrants for Common shares of General Fusion (the “SAFE Warrants”). The SAFE Warrant coverage provides that each investor may purchase a number of Common shares equal to 50% of their SAFE purchase amount divided by the quotient of $600,000,000 divided by the fully diluted capitalization of General Fusion. The SAFE Warrants will be issued at a price of $0.0319 per SAFE Warrant, and are exercisable at a price of $1.9968 per share and are exercisable from the date of issuance. The SAFE Warrants expire on the earlier of a (i) change of control, and (ii) November 19, 2028. For purposes of the SAFE Warrants, “fully diluted capitalization” means 300,486,221 shares which includes all issued and outstanding shares, all converting securities, all issued and outstanding stock options and all shares issuable pursuant to that certain Strategic Response Fund (formerly the Strategic Innovation Fund) — Amended and Restated Contribution Agreement of General Fusion dated March 26, 2026 (but excluding the shares issuable on conversion of the SAFEs and the SAFE Warrants). |

(f) | Any provision of a SAFE, other than the purchase amount of that SAFE, may be amended, waived or modified by written consent of General Fusion and either (i) the holder of such SAFE (solely with respect to such holder’s SAFE) or (ii) holders of SAFEs whose total purchase amount is greater than 50% of the total purchase amount of all SAFEs (with respect to all SAFEs). |

(g) | The SAFEs will automatically terminate immediately following the earliest to occur of: (i) the issuance of shares to the holder of the SAFEs pursuant to the conversion described above; or (ii) the payment, or setting aside for payment, of any amounts that are due to the holders of SAFEs in accordance with their terms. |

The PIPE Financing refers to certain PIPE Subscription Agreements entered into by General Fusion and Spring Valley with certain investors on January 21, 2026 in connection with the transactions contemplated by the Business Combination Agreement. Pursuant to the PIPE Subscription Agreements, the PIPE Investors have agreed, to purchase an aggregate of 10.6 million units of General Fusion at a discounted subscription price of $10.20 per unit, each unit comprising one General Fusion Convertible Preferred Share (“General Fusion Convertible PIPE Preferred Share”) and one General Fusion PIPE Warrant exercisable for one New GF Subordinate Voting Share at a price of $12.00 per share, for an aggregate purchase price of $107.7 million, in a private placement to be consummated on the Closing Date, prior to the Amalgamation. Upon closing of the Amalgamation, each such General Fusion Convertible PIPE Preferred Share shall be exchanged for one New GF Multiple Voting Share, and each such General Fusion PIPE Warrant shall be exchanged for one New GF PIPE Warrant to acquire one New GF Subordinate Voting Share at a per share exercise price equal to $12.00, subject to adjustment. For more information regarding the key terms of the PIPE Financing, including the shares of General Fusion Convertible PIPE Preferred Shares and General Fusion PIPE Warrants to be issued to the PIPE investors, see the sections entitled “ The Business Combination — Related Agreements .”
At the Spring Valley Shareholders’ Meeting, Spring Valley Shareholders will be asked to consider and vote upon proposals to approve, (i) by Special Resolution (as defined below), the transfer of Spring Valley by way of continuation and deregistration from the Cayman Islands to the Province of British Columbia, Canada in accordance with the Spring Valley Articles and the Companies Act and the continuation of Spring Valley as a British Columbia corporation in accordance with the applicable provisions of the BCBCA, including the adoption of the Continuation Articles (the “Continuation Proposal”); and (ii) by Special Resolution, the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A , and approve the transactions contemplated thereby, including the Business Combination (the “Business Combination Proposal”).
In connection with the submission of the Business Combination to a shareholder vote, Spring Valley Shareholders, including Spring Valley’s sponsor, Spring Valley Acquisition Sponsor III, LLC (“Sponsor”), and certain other Spring Valley Shareholders set forth therein (together with Sponsor, the “Spring Valley Founder Shareholders”) have agreed to vote any Spring Valley Class A Shares (except for any Spring Valley Class A Shares purchased as described below under “ The Business Combination — Potential Purchases of Spring Valley Public Shares ”) and Spring Valley Class B Shares owned by them in favor of the Business Combination. The consummation of the Business Combination is not subject to the approval of a majority of unaffiliated Spring Valley Public Shareholders. The holders of Spring Valley Founder Shares own an aggregate of approximately 25% of the Spring Valley Shares entitled to vote at the Spring Valley Shareholders’ Meeting.
In addition to the Continuation Proposal and the Business Combination Proposal, Spring Valley Shareholders are being asked to consider and vote upon:
● | Advisory Organizational Documents Proposals — To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New GF Closing Articles that materially affect Spring Valley Shareholders’ rights, presented separately in accordance with U.S. Securities and Exchange Commission guidance (the “Advisory Organizational Documents Proposals”). The full text of the New GF Closing Articles is attached to the accompanying proxy statement/prospectus as Annex E . The Advisory Organizational Documents Proposals are separated into sub-proposals submitted to Spring Valley Shareholders to approve on a non-binding advisory basis, by Ordinary Resolution, |

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those governance provisions contained in the New GF Closing Articles that materially affect Spring Valley Shareholders’ rights as described in the following paragraphs (a) – (d): |

(a) | the proposed New GF Closing Articles would change the authorized share capital of Spring Valley after giving effect to the Continuation and the Continuation Articles, from (i) 200,000,000 Spring Valley Class A Shares, (ii) 20,000,000 Spring Valley Class B Shares, and (iii) 1,000,000 preference shares of a nominal par value of $0.0001 each, to (1) an unlimited number of New GF Subordinate Voting Shares; (2) an unlimited number of preferred shares, issuable in series, of which none will be outstanding; (3) 4,500,000 New GF Class A Earnout Shares; (4) 4,500,000 New GF Class B Earnout Shares; (5) 4,500,000 New GF Class C Earnout Shares; and (6) 12,000,000 New GF Multiple Voting Shares (the “Authorized Capital Proposal”); |

(b) | the proposed New GF Closing Articles would reduce the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least a majority of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33 1/3 % of the issued shares entitled to be voted at the meeting (the “Quorum Proposal”); |

(c) | the proposed New GF Closing Articles would include an advance notice provision that requires a shareholder to provide notice to Spring Valley in advance of a meeting of shareholders should such shareholder wish to nominate a person for election to the board of directors (the “Advance Notice Proposal”); and |

(d) | the proposed New GF Closing Articles would not include provisions relating to the Spring Valley Class B Shares, the Spring Valley IPO, Sponsor, the initial business combination and other related matters (the “Other Matters Proposal”) |

● | Nasdaq Proposal — To approve, by Ordinary Resolution, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of New GF Subordinate Voting Shares in connection with the Business Combination (the “Nasdaq Proposal”); |

● | Incentive Plan Proposal — To approve, by Ordinary Resolution, the issuance of New GF Subordinate Voting Shares pursuant to the 2026 Long-Term Incentive Plan (the “Incentive Plan” and such proposal, the “Incentive Plan Proposal”). A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex G ; |

● | Price Adjustment Proposal — To approve, by Ordinary Resolution of the disinterested Spring Valley Shareholders, the Conversion Price Adjustment Provisions (as defined herein) of the New GF Multiple Voting Shares and the Exercise Price Adjustment Provision (as defined herein) of the New GF PIPE Warrants, in each case issuable in connection with the PIPE Financing (the “Price Adjustment Proposal”); |

● | Director Election Proposal — To approve, by Ordinary Resolution, the election of seven directors, being Greg Twinney, Christopher Sorrells, Mark Little, Klaas de Boer, Norman Harrison, Wendy Kei, and Thomas Boehlert, effective upon the Closing, to serve on New GF Board for the applicable term, under the New GF Closing Articles, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Director Election Proposal”); and |

● | Adjournment Proposal — If put to Spring Valley Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the Spring Valley Shareholders’ Meeting (i) to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals or (ii) if the board of directors of Spring Valley determines before the Spring Valley Shareholders’ Meeting that it is not necessary or no longer desirable to proceed with the proposals (the “Adjournment Proposal” and, together with the Continuation Proposal, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Price Adjustment Proposal, the Director Election Proposal and the Advisory Organizational Documents Proposals, the “Proposals”). If put forth at the Spring Valley Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the other Proposals will be submitted to the Spring Valley Shareholders for a vote. |

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which each Spring Valley Shareholder is encouraged to read carefully.
The approval of the Continuation Proposal requires a special resolution under the Spring Valley Articles and pursuant to the Companies Act (a “Special Resolution”), being the affirmative vote of at least a two-thirds (66 2/3 %) majority of the votes cast by the

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holders of the Spring Valley Class B Shares present in person or represented by proxy at the Spring Valley Shareholders’ Meeting and entitled to vote on such matter. The approval of the Business Combination Proposal requires a Special Resolution under the Companies Act to be adopted by the affirmative vote of at least a two-thirds (66 2/3 %) majority of the votes cast by the holders of the Spring Valley Common Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. In addition, the Business Combination Proposal requires majority approval by the holders of Spring Valley Common Shares, excluding the votes of affiliates and control persons, as mandated by Canadian securities laws. Spring Valley does not have any affiliates, and its sole control person is the Sponsor, who beneficially owns 7,546,667 Spring Valley Founder Shares. The approval of each of the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Price Adjustment Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Act (an “Ordinary Resolution”), being the affirmative vote of at least a majority of the votes cast by the holders of the Spring Valley Common Shares present in person or represented by proxy at the Spring Valley Shareholders’ Meeting and entitled to vote on such matter. Only disinterested shareholders’ votes may be counted towards the Price Adjustment Proposal.
The Spring Valley Class A Shares and Spring Valley Public Warrants, which are exercisable for Spring Valley Class A Shares under certain circumstances, are currently trading on the Nasdaq Stock Market (the “Nasdaq”) under the symbols “SVAC” and “SVACW,” respectively. In addition, certain of the Spring Valley Class A Shares and Spring Valley Public Warrants currently trade as Spring Valley Units, consisting of one Spring Valley Class A Share and one-third of one Spring Valley Public Warrant, and are trading on Nasdaq under the symbol “SVACU”. Upon the Closing, the Spring Valley Units will automatically separate into the component New GF Subordinate Voting Shares and New GF Public Warrants. Spring Valley has applied to have the New GF Subordinate Voting Shares and New GF Public Warrants listed on the Nasdaq Capital Market. Listing is subject to the approval of the Nasdaq in accordance with its original listing requirements. There is no assurance that Nasdaq will approve Spring Valley’s listing application. Any such listing of the New GF Subordinate Voting Shares and New GF Public Warrants will be conditional upon Spring Valley fulfilling all of the listing requirements and conditions of Nasdaq. It is anticipated that upon the Closing, the New GF Subordinate Voting Shares and New GF Public Warrants will be listed on the Nasdaq under the ticker symbols “GFUZ” and “GFUZW,” respectively.
Spring Valley intends to pursue a listing of the New GF Subordinate Voting Shares on the Toronto Stock Exchange (the “TSX”) and any such listing on the TSX will follow listing of the New GF Subordinate Voting Shares on Nasdaq.
Sponsor Compensation
Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor, Spring Valley’s directors and officers, and their affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Spring Valley to the Sponsor, Spring Valley’s directors and officers, and their affiliates, and the price paid or to be paid for such securities or any related financing transaction.

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| Interest in Securities
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| Other Compensation
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Sponsor
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| The Sponsor and Spring Valley’s independent directors paid an aggregate of $25,000 to cover certain pre-IPO expenses, in exchange for the issuance of the Spring Valley Founder Shares, or approximately $0.003 per share. In connection with the closing of the Spring Valley IPO, the Sponsor purchased 4,490,555 Spring Valley Private Warrants for an aggregate purchase price of $4,041,500. At the Closing, pursuant to the Sponsor Support Agreement, the Sponsor will forfeit 1,000,000 Spring Valley Founder Shares and, in connection therewith, Spring Valley agreed to issue to the Sponsor an aggregate of 1,000,000 New GF Earnout Shares, and the Sponsor agreed to transfer an aggregate of 1,250,000 Spring Valley Founder Shares to certain investors in General Fusion’s most recent SAFEs.
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| Spring Valley has agreed to reimburse the Sponsor for any out-of-pocket expenses incurred in connection with activities on Spring Valley’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by the Sponsor in connection with activities on Spring Valley’s behalf. As of March 31, 2026, Spring Valley has not reimbursed the Sponsor for any out-of-pocket expenses.
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Spring Valley Directors and Officers
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| On March 28, 2025, the Sponsor and Spring Valley’s independent directors paid an aggregate of $25,000, to cover certain of offering and formation costs in exchange for an aggregate of 5,750,000 Spring Valley Founder Shares. On August 15, 2025, Spring Valley effected an approximately 1 to 1.33 share split and upon completion of the share split, each of Spring Valley’s independent directors transferred 13,333 founder shares
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| Spring Valley has agreed to reimburse its directors and officers for any out-of-pocket expenses incurred in connection with activities on Spring Valley’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by its directors and officers in connection with activities
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to the Sponsor for an amount of $43.48. As a result, each of Spring Valley’s independent directors currently holds, 40,000 Spring Valley Founder Shares.
| on Spring Valley’s behalf. As of March 31, 2026, Spring Valley has not reimbursed its directors and officers for any out-of-pocket expenses.
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The Sponsor will not receive any direct compensation for services rendered in connection with the Business Combination. The Sponsor and independent directors paid an aggregate of approximately $25,000 for the 7,666,667 Spring Valley Founder Shares. These securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $81,650,003.55, based on the last traded price on Nasdaq of the Spring Valley Class A Shares of $10.65 per share on June 2, 2026, resulting in a theoretical gain of $70,975,003.55 (after forfeiture of Spring Valley Founder Shares held by Sponsor pursuant to the Sponsor Letter Agreement). Since all Spring Valley Founder Shares have been issued, this compensation will not result in a material dilution to the Equity Interests of non-redeeming shareholders upon consummation of the Business Combination.
See “The Business Combination — Interests of Certain Persons in the Business Combination” for a description of all compensation to be paid to the Sponsor, it affiliates and promoters in connection with the Business Combination.
The Board of Directors of Spring Valley (the “Spring Valley Board”) has unanimously determined that the Business Combination and the transactions contemplated by the Business Combination Agreement are advisable and in the best interests of Spring Valley and its shareholders. For more information about the Spring Valley Board’s decision-making process, see the subsection entitled “ The Business Combination — The Spring Valley Board’s Reasons for Approval of the Business Combination .” In considering the unanimous recommendation of the Spring Valley Board to vote in favor of the Business Combination, Spring Valley Public Shareholders should be aware that, aside from their interests as shareholders, Sponsor and certain members of Spring Valley management have interests in the Business Combination that are different from, or in addition to, those of other Spring Valley Public Shareholders generally. Spring Valley’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Spring Valley Shareholders that they approve the Business Combination. Spring Valley Shareholders should take these interests into account in deciding whether to approve the Business Combination. In addition, aside from their interests as shareholders, members of General Fusion management have interests in the Business Combination that are different from, or in addition to, those of other General Fusion Securityholders generally. General Fusion’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination. See “The Business Combination — Interests of Certain Persons in the Business Combination” for a description of such potential conflicts of interest.
Spring Valley is providing the accompanying proxy statement/prospectus and accompanying proxy card to Spring Valley Shareholders in connection with the solicitation of proxies to be voted at the Spring Valley Shareholders’ Meeting and at any adjournments or postponements of the Spring Valley Shareholders’ Meeting. Information about the Spring Valley Shareholders’ Meeting, the Business Combination and other related business to be considered by Spring Valley Shareholders at the Spring Valley Shareholders’ Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Spring Valley Shareholders’ Meeting, all Spring Valley Shareholders are urged to read carefully and in its entirety the accompanying proxy statement/prospectus, including the annexes and the accompanying financial statements of General Fusion and Spring Valley. In particular, you are urged to carefully read the section entitled “ Risk Factors ” beginning on page 26 of the accompanying proxy statement/prospectus.
The Spring Valley Board has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that Spring Valley Shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other Proposals presented to Spring Valley Shareholders in the accompanying proxy statement/prospectus. When you consider the Spring Valley Board’s recommendation of the Proposals, you should keep in mind that certain members of Spring Valley management have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the subsection entitled “ The Business Combination — Interests of Certain Persons in the Business Combination ” for additional information.
Your vote is very important, regardless of the number of Spring Valley Common Shares you own. To ensure your representation at the Spring Valley Shareholders’ Meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided or submit your proxy by telephone or over the internet by following the instructions on your proxy card. If you hold your Spring Valley Common Shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the Spring Valley Shareholders’ Meeting, but in any event, no later than July 1, 2026, at 5:00 p.m., Eastern Time, which is two business days prior to the Spring Valley Shareholders’ Meeting.

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On behalf of the Spring Valley Board, I would like to thank you for your support of Spring Valley Acquisition Corp. III and look forward to a successful completion of the Business Combination.
Sincerely,

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Investing in Spring Valley and New General Fusion securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “ Risk Factors ” elsewhere in the accompanying proxy statement/prospectus and under similar headings or in any amendment or supplement to the accompanying proxy statement/prospectus.
Upon closing of the Business Combination, New General Fusion will be a “foreign private issuer” under the Exchange Act and therefore is exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Accordingly, after the Business Combination, Spring Valley Shareholders may receive less or different information about New General Fusion than they would receive about a U.S. domestic public company. See “ Risk Factors — Risks Related to Ownership of New General Fusion’s Securities upon Closing of the Business Combination — As a “foreign private issuer” under the rules and regulations of the SEC, New General Fusion will be, permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and may follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers. ”
The accompanying proxy statement/prospectus is dated , 2026 and is expected to be first mailed or otherwise delivered to Spring Valley Shareholders on or about , 2026.

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ADDITIONAL INFORMATION
No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus , and , if given or made , the information or representation must not be relied upon as having been authorized by Spring Valley or General Fusion. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where , or to any person to whom , it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will , under any circumstances , create an implication that there has been no change in the affairs of Spring Valley or General Fusion since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

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SPRING VALLEY ACQUISITION CORP. III
4030 Maple Avenue, Suite 500, Dallas, Texas 75219
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
SPRING VALLEY ACQUISITION CORP. III
TO BE HELD JULY 6, 2026
To the shareholders of Spring Valley Acquisition Corp. III (“Spring Valley”):
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “Spring Valley Shareholders’ Meeting”) of shareholders of Spring Valley (the “Spring Valley Shareholders”) will be held at 10:00 a.m., Eastern Time, on July 6, 2026, virtually pursuant to the procedures described in the accompanying proxy statement/prospectus for the purposes of Cayman Islands law and Spring Valley’s Amended and Restated Memorandum and Articles of Association (the “Spring Valley Articles”).
At the Spring Valley Shareholders’ Meeting, Spring Valley Shareholders will be asked to consider and vote upon the following proposals:
● | The Continuation Proposal — To approve, by Special Resolution (as defined below), the transfer of Spring Valley by way of continuation and de-registration from the Cayman Islands to the Province of British Columbia, Canada in accordance with the Spring Valley Articles and Part 12 of the Cayman Islands Companies Act (As Revised) (the “Companies Act”) and the Business Corporations Act (British Columbia) (the “BCBCA”), including the adoption of the Continuation Articles (the “Continuation Proposal”); |

● | Business Combination Proposal — To approve, by Special Resolution, the Business Combination Agreement, as amended to date, dated as of January 21, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”) among Spring Valley, General Fusion Inc., a British Columbia limited company (“General Fusion”), and 1573562 B.C. Ltd., a British Columbia limited company and a wholly-owned direct subsidiary of Spring Valley (“NewCo”), pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (i) prior to the closing of the arrangement pursuant to the Plan of Arrangement under the BCBCA (the “Arrangement), Spring Valley shall transfer by way of continuation from the Cayman Islands to the Province of British Columbia in accordance with the Cayman Islands Companies Act (As Revised) (the “Companies Act”) and the BCBCA (the “Continuation”), and the articles of incorporation of Spring Valley shall be in substantially the form attached hereto as Annex D (the “Continuation Articles”), and (ii) promptly following the Continuation, the closing of the Business Combination will occur (the “Closing” and such date on which the Closing occurs, the “Closing Date”), under which among other things, Spring Valley will change its corporate name to “General Fusion Group Ltd.”(“New General Fusion”) and NewCo will amalgamate with and into General Fusion (the “Amalgamation”) to form one corporate entity and NewCo will survive the Amalgamation as “General Fusion Inc.” (such entity, the “Amalgamated Company”) (the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A ; |

● | Advisory Organization Documents Proposals — To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New GF Closing Articles that materially affect Spring Valley Shareholders’ rights, presented separately in accordance with U.S. Securities and Exchange Commission guidance (the “Advisory Organizational Documents Proposals”). The full text of the New GF Closing Articles is attached to the accompanying proxy statement/prospectus as Annex E . The Advisory Organization Documents Proposals are separated into sub-proposals submitted to Spring Valley Shareholders to approve on a non-binding advisory basis, by Ordinary Resolution, those governance provisions contained in the New GF Closing Articles that materially affect Spring Valley Shareholders’ rights as described in the following paragraphs (a)–(d): |

(a) | the proposed New GF Closing Articles would change the authorized share capital of Spring Valley after giving effect to the Continuation and the Continuation Articles from (i) 200,000,000 Spring Valley Class A Shares, (ii) 20,000,000 Spring Valley Class B Shares, and (iii) 1,000,000 preference shares of a nominal or par value of $0.0001 each, to (1) an unlimited number of New GF Subordinate Voting Shares; (2) an unlimited number of preferred shares, issuable in series, of which none will be outstanding; (3) 4,500,000 New GF Class A Earnout Shares; (4) 4,500,000 New GF Class B Earnout Shares; (5) 4,500,000 New GF Class C Earnout Shares; and (6) 12,000,000 New GF Multiple Voting Shares (the “Authorized Capital Proposal”); |

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● | Nasdaq Proposal — To approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of New GF Subordinate Voting Shares in connection with the Business Combination (the “Nasdaq Proposal”); |

The record date for the Spring Valley Shareholders’ Meeting is June 12, 2026. Only holders of record of Spring Valley Class A ordinary shares, par value $0.0001 per share (the “Spring Valley Class A Shares”), and Spring Valley Class B ordinary shares, par value $0.0001 per share (the “Spring Valley Class B Shares” and together with the Spring Valley Class A Shares, the “Spring Valley Common Shares”), at the close of business on June 12, 2026 are entitled to notice of, and to vote at, the Spring Valley Shareholders’ Meeting and any adjournments or postponements thereof.
The approval of the Continuation Proposal requires a special resolution under Cayman Islands Companies Act (As Revised) (the “Companies Act”) (a “Special Resolution”) to be adopted the affirmative vote of at least a two-thirds (66 2/3 %) majority of the votes cast by the holders of the Spring Valley Class B Shares present in person or represented by proxy at the Spring Valley Shareholders’ Meeting and entitled to vote on such matter. The approval of the Business Combination Proposal requires a Special Resolution under the Companies Act to be adopted by the affirmative vote of at least a two-thirds (66 2/3 %) majority of the votes cast by the holders of the Spring Valley Common Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. In addition, the Business Combination Proposal requires majority approval by the holders of Spring Valley Common Shares, excluding the votes of affiliates and control persons, as mandated by Canadian securities laws. Spring Valley does not have any affiliates, and its sole control person is the Sponsor, who beneficially owns 7,546,667 Spring Valley Founder Shares. The approval of each of the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Price Adjustment Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under the Cayman

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Islands Companies Act (an “Ordinary Resolution”) to be adopted by the affirmative vote of at least a simple majority of the votes cast by the holders of the Spring Valley Ordinary Shares present in person or represented by proxy at the Spring Valley Shareholders’ Meeting and entitled to vote on such matter. Only disinterested shareholders’ votes may be counted towards the Price Adjustment Proposal.
Spring Valley is providing the accompanying proxy statement/prospectus and accompanying proxy card to the Spring Valley Shareholders in connection with the solicitation of proxies to be voted at the Spring Valley Shareholders’ Meeting and at any adjournments of the Spring Valley Shareholders’ Meeting. Information about the Spring Valley Shareholders’ Meeting, the Business Combination and other related business to be considered by Spring Valley Shareholders at the Spring Valley Shareholders’ Meeting is included in the accompanying proxy statement/prospectus.
Whether or not you plan to attend the Spring Valley Shareholders’ Meeting, all Spring Valley Shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 26 of the accompanying proxy statement/prospectus.
Whether or not you plan to attend the Spring Valley Shareholders’ Meeting, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or submit your proxy by telephone or over the internet by following the instructions on your proxy card. If your Spring Valley Common Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your Spring Valley Common Shares or, if you wish to attend the Spring Valley Shareholders’ Meeting and vote online, you must obtain a proxy from your broker or bank.
Pursuant to the Spring Valley Articles, a holder of Spring Valley Class A Shares issued as part of the units sold in Spring Valley’s initial public offering (the “Spring Valley IPO,” such shares, the “Spring Valley Public Shares” and, holders of such Spring Valley Public Shares the “Spring Valley Public Shareholders”) may request that Spring Valley redeem all or a portion of its Spring Valley Public Shares for cash if the Business Combination is consummated. As a holder of Spring Valley Public Shares, you will be entitled to exercise your redemption rights if you:
● | hold Spring Valley Public Shares, or if you hold Spring Valley Public Shares through Spring Valley units sold in the Spring Valley IPO (the “Spring Valley Units”), and you elect to separate your Spring Valley Units into the underlying Spring Valley Public Shares and Spring Valley Public Warrants prior to exercising your redemption rights; |

● | submit a written request to Continental Stock Transfer & Trust Company, Spring Valley’s transfer agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your Spring Valley Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Spring Valley Public Shares and provide your legal name, phone number and address; and |

● | deliver your Spring Valley Public Shares to Continental Stock Transfer & Trust Company, Spring Valley’s transfer agent, physically or electronically through The Depository Trust Company. |

Holders must complete the procedures for electing to redeem their Spring Valley Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on July 1, 2026 (two business days before the Spring Valley Shareholders’ Meeting) in order for their shares to be redeemed.
Holders of Spring Valley Units must elect to separate the Spring Valley Units into the underlying Spring Valley Public Shares and Spring Valley Public Warrants prior to exercising their redemption rights with respect to the Spring Valley Public Shares. If Spring Valley Public Shareholders hold their Spring Valley Units in an account at a brokerage firm or bank, such Spring Valley Public Shareholders must notify their broker or bank that they elect to separate the Spring Valley Units into the underlying Spring Valley Public Shares and Spring Valley Public Warrants, or if a holder holds Spring Valley Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Spring Valley’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Spring Valley in order to validly exercise its redemption rights. Spring Valley Public Shareholders may elect to exercise their redemption rights with respect to their Spring Valley Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the Spring Valley Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Spring Valley Public Shareholder properly exercises its redemption rights with respect to all or a portion of the Spring Valley Public Shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Spring Valley will redeem the Spring Valley Public Shares for a per share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the Spring Valley IPO, including interest earned on the funds held in the trust account and not previously released to Spring Valley to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2026, this would have amounted to approximately $10.20 per issued and

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outstanding Spring Valley Public Share, before deduction of permitted withdrawals. If a Spring Valley Public Shareholder exercises its redemption rights in full, then it will not own Spring Valley Public Shares following the redemption. The redemption will take place in connection with, and prior to, the Continuance and the closing of the Business Combination, and payment of the redemption price will be made as promptly as practicable. Please see the subsection entitled “ Extraordinary General Meeting of Spring Valley Shareholders — Redemption Rights ” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your Spring Valley Public Shares.
Spring Valley may not consummate the Business Combination unless the Continuation Proposal and the Business Combination Proposal are approved at the Spring Valley Shareholders’ Meeting. The Advisory Organizational Documents Proposals are non-binding. The Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the Nasdaq Proposal, the Price Adjustment Proposal, the Director Election Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. In the event the Adjournment Proposal is put forth at the Spring Valley Shareholders’ Meeting, it will be the first and only Proposal voted upon and none of the Continuation Proposal, the Business Combination Proposal, the Price Adjustment Proposal, the Director Election Proposal, the Advisory Organizational Documents Proposals, the Nasdaq Proposal or the Incentive Plan Proposal will be submitted to the Spring Valley Shareholders for a vote.
Approval of the Business Combination Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66 2/3 %) of the outstanding Spring Valley Ordinary Shares entitled to vote and actually cast thereon at the Spring Valley Shareholders’ Meeting, voting as a single class. The Continuation Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66 2/3 %) of the of the outstanding Spring Valley Class B Shares entitled to vote and actually cast thereon at the Spring Valley Shareholders’ Meeting. The Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Price Adjustment Proposal, the Director Election Proposal and (if put) the Adjournment Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a simple majority of the outstanding Spring Valley Ordinary Shares entitled to vote and actually cast thereon at the Spring Valley Shareholders’ Meeting, voting as a single class. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Spring Valley Shareholders’ Meeting (assuming a quorum is present). Accordingly, a Spring Valley Shareholder’s failure to vote by proxy or to vote online at the Spring Valley Shareholders’ Meeting will not, if a valid quorum is established, have any effect on the outcome of any vote on any of the Proposals.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SPRING VALLEY COMMON SHARES YOU OWN. To ensure your representation at the Spring Valley Shareholders’ Meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or over the internet by following the instructions on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the Spring Valley Shareholders’ Meeting. If you hold your Spring Valley Common Shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank or other nominee.
The Spring Valley Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Continuation Proposal, “FOR” the Business Combination Proposal, “FOR” the Advisory Organizational Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Price Adjustment Proposal, “FOR” the Director Election Proposal, and (if put) “FOR” the Adjournment Proposal. Signed and dated proxies received by Spring Valley without an indication of how the Spring Valley Shareholder intends to vote on a Proposal will be voted “FOR” each Proposal being submitted to a vote of the Spring Valley Shareholders at the Spring Valley Shareholders’ Meeting.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. Spring Valley encourages you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call Spring Valley’s proxy solicitor, Sodali & Co, at (800) 662-5200, or banks and brokerage firms, please call collect at (203) 658-9400.

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| Page
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
| iii
|
MARKET AND INDUSTRY DATA
| iv
|
TRADEMARKS AND TRADE NAMES
| iv
|
PRESENTATION OF FINANCIAL INFORMATION
| iv
|
EXCHANGE RATES
| iv
|
CERTAIN DEFINED TERMS
| v
|
SUMMARY TERM SHEET
| xv
|
QUESTIONS AND ANSWERS ABOUT THE SPRING VALLEY SHAREHOLDERS’ MEETING AND THE BUSINESS COMBINATION
| xxi
|
SUMMARY OF PROXY STATEMENT/PROSPECTUS
| 1
|
RISK FACTORS
| 26
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
| 90
|
EXTRAORDINARY GENERAL MEETING OF SPRING VALLEY SHAREHOLDERS
| 92
|
THE BUSINESS COMBINATION
| 99
|
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS OF SPRING VALLEY SECURITIES
| 151
|
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS OF GENERAL FUSION SECURITIES
| 160
|
MATERIAL CANADIAN TAX CONSIDERATIONS
| 167
|
REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION
| 169
|
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
| 171
|
BUSINESS OF spring valley AND CERTAIN INFORMATION ABOUT SPRING VALLEY
| 187
|
SPRING VALLEY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| 199
|
BUSINESS OF GENERAL FUSION AND CERTAIN INFORMATION ABOUT GENERAL FUSION
| 203
|
EXECUTIVE COMPENSATION OF GENERAL FUSION
| 223
|
GENERAL FUSION MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| 233
|
MANAGEMENT OF NEW GENERAL FUSION AFTER THE BUSINESS COMBINATION
| 253
|
NEW GENERAL FUSION CORPORATE GOVERNANCE
| 258
|
DESCRIPTION OF NEW GENERAL FUSION SECURITIES FOLLOWING THE BUSINESS COMBINATION
| 268
|
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS
| 277
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
| 289
|
BENEFICIAL OWNERSHIP OF NEW GENERAL FUSION SECURITIES
| 293
|
PRICE RANGE OF SECURITIES
| 298
|
PROPOSAL NO. 1 — THE CONTINUATION PROPOSAL
| 301
|
PROPOSAL NO. 2 — THE BUSINESS COMBINATION PROPOSAL
| 303
|
PROPOSAL NO. 3 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS
| 305
|
PROPOSAL NO. 4 — THE NASDAQ PROPOSAL
| 311
|
PROPOSAL NO. 5 — THE INCENTIVE PLAN PROPOSAL
| 313
|
PROPOSAL NO. 6 — THE PRICE ADJUSTMENT PROPOSAL
| 316
|
PROPOSAL NO. 7 — THE DIRECTOR ELECTION PROPOSAL
| 318
|
PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL
| 319
|
LEGAL MATTERS
| 320
|
EXPERTS
| 320
|
HOUSEHOLDING INFORMATION
| 320
|
TRANSFER AGENT AND REGISTRAR
| 320
|
FUTURE SHAREHOLDER PROPOSALS
| 321
|
SUBMISSION OF SHAREHOLDER PROPOSALS
| 322
|
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS
| 322
|
WHERE YOU CAN FIND MORE INFORMATION
| 323
|
INDEX TO CONSOLIDATED FINANCIAL INFORMATION
| F-1
|
ANNEX A — BUSINESS COMBINATION AGREEMENT
| A-1
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| Page
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ANNEX B — FORM OF PLAN OF ARRANGEMENT
| B-1
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ANNEX C — FORM OF REGISTRATION RIGHTS AGREEMENT
| C-1
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ANNEX D — FORM OF CONTINUATION ARTICLES
| D-1
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ANNEX E — FORM OF NEW GF CLOSING ARTICLES
| E-1
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ANNEX F — FORM OF LOCK-UP AGREEMENT
| F-1
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ANNEX G — FORM OF EQUITY INCENTIVE PLAN
| G-1
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ANNEX H — SPONSOR LETTER AGREEMENT
| H-1
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ANNEX I — VOTING AND SUPPORT AGREEMENT
| I-1
|
ANNEX J — INTERIM ORDER
| J-1
|
ANNEX K — FORM OF SIMPLE AGREEMENT FOR FUTURE EQUITY
| K-1
|

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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by Spring Valley, as it may be amended or supplemented from time to time (File No. 333-293688) (the “Registration Statement”), serves as:
● | A notice of meeting and proxy statement of Spring Valley under Section 14(a) of the Exchange Act, for the Spring Valley Shareholders’ Meeting being held on July 6, 2026, where Spring Valley Shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Proposals described herein; and |

● | A prospectus of Spring Valley under Section 5 of the Securities Act with respect to the (i) New GF Subordinate Voting Shares that Spring Valley Shareholders and General Fusion shareholders will receive in the Business Combination; (ii) New GF Public Warrants that holders of Spring Valley Warrants (“Spring Valley Warrant Holders”) will receive in the Business Combination; and (iii) New GF Subordinate Voting Shares that may be issued upon exercise of the Spring Valley Warrants. |

This information is available without charge to you upon written or oral request. To make this request, you should contact Spring Valley’s proxy solicitor at:
Sodali & Co.
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: SVIII@info.sodali.com
To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the Spring Valley Shareholders’ Meeting.
You may also obtain additional information about Spring Valley from documents filed with the SEC by following the instruction in the section entitled “ Where You Can Find More Information .”

iii

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MARKET AND INDUSTRY DATA
Spring Valley and General Fusion are responsible for the disclosure contained in this proxy statement/prospectus. Information contained in this proxy statement/prospectus concerning the market and the industry in which General Fusion operates, including its technology and general expectations of market opportunity is based on information from various third-party sources, on assumptions made by General Fusion based on such sources and General Fusion’s knowledge of the markets for its technology. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Neither Spring Valley nor General Fusion have independently verified this third-party information. The industry in which General Fusion operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors. See “ Cautionary Note Regarding Forward-Looking Statements. ”
TRADEMARKS AND TRADE NAMES
General Fusion and Spring Valley own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This proxy statement/prospectus also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this proxy statement/prospectus is not intended to create, and does not imply, a relationship with General Fusion or Spring Valley, or an endorsement or sponsorship by or of General Fusion or Spring Valley. Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear without the ® , ™ or ℠ symbols, but such references are not intended to indicate, in any way, that General Fusion or Spring Valley will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
PRESENTATION OF FINANCIAL INFORMATION
This proxy statement/prospectus contains:
● | the unaudited condensed consolidated financial statements of Spring Valley for the three months ended March 31, 2026; |

● | the audited consolidated financial statements of Spring Valley for the period ended December 31, 2025; and |

● | the audited consolidated financial statements of General Fusion for the fiscal years ended December 31, 2025 and 2024. |

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited and unaudited consolidated financial statements of Spring Valley and General Fusion, as applicable, included in this proxy statement/prospectus. Unless otherwise indicated, financial information of Spring Valley and General Fusion has been prepared in accordance with accounting principles generally accepted in the United States.
As presented herein, General Fusion presents its financial statements in U.S. dollars. Spring Valley publishes its consolidated financial statements in U.S. dollars. In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars and all references to “C$” and “CAD” mean Canadian dollars and all references to “GBP” means British pound sterling.
EXCHANGE RATES
The reporting currency of each of General Fusion and Spring Valley is the U.S. dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the company operates. For General Fusion, the Canadian dollar is the functional currency. For Spring Valley, the functional currency is the U.S. dollar.

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CERTAIN DEFINED TERMS
Unless the context otherwise requires, references in this proxy statement/prospectus to:
“Adjournment Proposal” means a proposal to approve, by Ordinary Resolution, the adjournment of the Spring Valley Shareholders’ Meeting (i) to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other Proposals or (ii) if the board of directors of Spring Valley determines before the Spring Valley Shareholders’ Meeting that it is not necessary or no longer desirable to proceed with the Proposals.
“Advance Notice Proposal” means a proposal to include, in the New GF Closing Articles, an advance notice provision that requires a shareholder to provide notice to New General Fusion in advance of a meeting of shareholders should such shareholder wish to nominate a person for election to the board of directors.
“Advisory Organizational Documents Proposals” means a proposal to approve the Authorized Capital Proposal, the Quorum Proposal, the Advance Notice Proposal and the Other Matters Proposal.
“Amalgamation” means the amalgamation of NewCo into General Fusion which will occur pursuant to the Arrangement.
“Amalgamation Effective Time” means, on the day the Business Combination Agreement closes, the time the Amalgamation occurs.
“Ancillary Agreements” means, collectively, the Plan of Arrangement, the Voting and Support Agreement, the Sponsor Letter Agreement, the Lock-Up Agreement, the PIPE Subscription Agreements, the Registration Rights Agreement and all other agreements, certificates and instruments executed and delivered by Spring Valley, NewCo or General Fusion in connection with the Transactions and specifically contemplated by the Business Combination Agreement.
“Arrangement” means the arrangement under Part 9, Division 5 of the BCBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Business Combination Agreement and the Plan of Arrangement or made at the directions of the Court in the Final Order with the prior written consent of Spring Valley and General Fusion, such consent not to be unreasonably withheld, conditioned or delayed.
“Authorized Capital Proposal” means the proposal to change the authorized share capital of Spring Valley from the existing (i) 200,000,000 Spring Valley Class A Shares, (ii) 20,000,000 Spring Valley Class B Shares, and (iii) 1,000,000 preference shares of a nominal or par value of $0.0001 each, to (1) an unlimited number of New GF Subordinate Voting Shares; (2) an unlimited number of preferred shares, issuable in series, of which none will be outstanding; (3) 4,500,000 New GF Class A Earnout Shares; (4) 4,500,000 New GF Class B Earnout Shares; (5) 4,500,000 New GF Class C Earnout Shares; and (6) 12,000,000 New GF Multiple Voting Shares.
“BCBCA” means the Business Corporations Act (British Columbia).
“BCSC” means the British Columbia Securities Commission.
“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Continuation and the Arrangement (and the Amalgamation thereunder).
“Business Combination Agreement” means the Business Combination Agreement, entered into on January 21, 2026, by and among Spring Valley, NewCo, and General Fusion, as amended on May 12, 2026, and as it may be further amended, supplemented or otherwise modified from time to time.
“Business Combination Proposal” means the Proposal to approve the Business Combination Agreement and the Business Combination.
“Canadian Prospectus” means the final non-offering prospectus of Spring Valley filed with the BCSC to become a “reporting issuer” (within the meaning of applicable Canadian securities Laws) in the Province of British Columbia.

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“Closing” means the closing of the Business Combination.
“Closing Date” means the date upon which Closing occurs.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Companies Act” means the Cayman Islands Companies Act (As Revised).
“Continuation” means the transfer by way of continuation of Spring Valley from the Cayman Islands to the Province of British Columbia in accordance with the Companies Act and the BCBCA.
“Continuation Proposal” means the Proposal to vote on the approval of the Continuation including the adoption of the Continuation Articles.
“Court” means the Supreme Court of British Columbia.
“Conversion Price” has the meaning ascribed to it in the section entitled “ Description of New General Fusion Securities Following the Business Combination .”
“Conversion Price Adjustment Provisions” has the meaning ascribed to it in the section entitled Proposal No. 6 — The Price Adjustment Proposal .
“Continuation Articles” means the articles adopted and filed with the Registrar by Spring Valley, attached hereto as Annex D, to be effective upon the Continuation.
“Deemed Liquidation” means (a) an amalgamation, merger, reorganization, consolidation or other similar transaction in which (i) Spring Valley is a constituent party, or (ii) a subsidiary of Spring Valley is a constituent party and Spring Valley issues shares under such amalgamation, merger, reorganization, consolidation or other similar transaction, except any such amalgamation, merger, reorganization, consolidation or other similar transaction involving Spring Valley or a subsidiary in which the shares of the Spring Valley outstanding immediately before such amalgamation, merger, reorganization, consolidation or other similar transaction continue to represent, or are converted into or exchanged for shares that represent, immediately following such amalgamation, merger, reorganization, consolidation or other similar transaction, at least a majority, by voting power, of the shares of (A) the surviving or resulting company, as applicable; or (B) if the surviving or resulting company is a wholly owned subsidiary of another company immediately following such amalgamation, merger, reorganization, consolidation or other similar transaction, the parent company of such surviving or resulting company; (b) the sale, lease, transfer, license or other disposition, in a single transaction or series of related transactions, by Spring Valley or any subsidiary of Spring Valley of all or substantially all the assets of Spring Valley and its subsidiaries taken as a whole, or the sale or disposition (whether by amalgamation, merger, plan of arrangement, consolidation or otherwise) of one or more subsidiaries of Spring Valley if substantially all of the assets of Spring Valley and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, license or other disposition is to a wholly owned subsidiary of Spring Valley; or (c) the completion of a share sale transaction to which Spring Valley is a party between shareholders of Spring Valley and a Person that results in those who were the holders of the voting securities of Spring Valley before the sale transaction holding less than 50% of the votes attached to the outstanding voting securities of Spring Valley after the completion of the share sale transaction other than a transaction or a series of related transactions in connection with bona fide equity financing of Spring Valley or change of the jurisdiction of domicile of Spring Valley.
“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.
“Equity Interests” means (i) in the case of a corporation, any and all shares (however designated) of capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership or limited liability company, any and all partnership or membership interests (whether general or limited) or units (whether common or preferred), (iv) in any case, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and (v) in any case, any right to acquire any of the foregoing.
“Exercise Price Adjustment Provisions” has the meaning ascribed to it in the section entitled Proposal No. 6 — The Price Adjustment Proposal .

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Exchange Ratio for New GF Earnout Shares” means (a) in respect of the New GF Class A Earnout Shares, the quotient obtained by dividing one-third of 12,500,000 by the aggregate number of General Fusion Outstanding Shares, (b) in respect of the New GF Class B Earnout Shares, the quotient obtained by dividing one-third of 12,500,000 by the aggregate number of General Fusion Outstanding Shares, and (c) in respect of the New GF Class C Earnout Shares, the quotient obtained by dividing one-third of 12,500,000 by the aggregate number of General Fusion Outstanding Shares.
“Exchange Ratio for New GF Subordinate Voting Shares” means the following ratio (rounded to four decimal places): the quotient obtained by dividing (i) the Transaction Value divided by $10, by (ii) General Fusion Outstanding Shares.
“Final Order” means the final order of the Court pursuant to Section 291 of the BCBCA, approving the Arrangement, in a form acceptable to Spring Valley and General Fusion, as such order may be amended by the Court with the consent of Spring Valley and General Fusion, such consent not to be unreasonably withheld, conditioned or delayed, at any time prior to the Closing or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended, on appeal, provided that any such amendment is reasonably acceptable to each of Spring Valley and General Fusion.
“GAAP” means generally accepted accounting principles in the U.S. as in effect from time to time.
“General Fusion” means General Fusion Inc., a corporation existing under the Laws of the Province of British Columbia.
“General Fusion Arrangement Resolution” means the special resolution of the holders of General Fusion Securityholders in respect of the Arrangement to be considered at the General Fusion Securityholders’ Meeting.
“General Fusion Articles” means the Articles of General Fusion adopted on August 6, 2025.
“General Fusion Board” means the board of directors of General Fusion prior to the Closing.
“General Fusion Certificate” means the Certificate of Amalgamation of General Fusion issued by the Registrar of Companies of the Province of British Columbia on January 1, 2023.
“General Fusion Class A Common Shares” means the Class A Voting Common shares in the authorized share structure of General Fusion.
“General Fusion Class A Preferred Shares” means the Series 1 Class A Preferred shares, the Series 2 Class A Preferred shares, the Series 3 Class A Preferred shares, the Series 4 Class A Preferred shares, the Series 5 Class A Preferred shares, the Series 6 Class A Preferred shares and the Series 7 Class A Preferred shares in the authorized share structure of General Fusion, as applicable.
“General Fusion Class B Common Shares” means the Class B Non-Voting Common shares in the authorized share structure of General Fusion.
“General Fusion Class B Preferred Shares” means the Series 1 Class B Preferred shares, the Series 2 Class B Preferred shares and the Series 3 Class B Preferred shares in the authorized share structure of General Fusion, as applicable.
“General Fusion Common Shares” means, collectively, General Fusion Class A Common Shares and General Fusion Class B Common Shares.
“General Fusion Convertible Preferred Shares” means the Convertible Preferred Shares in the capital of General Fusion that are eligible to be converted into a New GF Multiple Voting Share pursuant to the Arrangement.
“General Fusion Governing Documents” means, collectively, the General Fusion Articles, General Fusion Notice of Articles and the General Fusion Certificate.
“General Fusion Notice of Articles” means the notice of articles of General Fusion as provided for pursuant to Part 2 of the BCBCA.

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“General Fusion Optionholders” means, at any time, the holders of General Fusion Options.
“General Fusion Options” means all options to purchase General Fusion Common Shares, whether or not exercisable and whether or not vested, granted under the General Fusion Legacy Plan or otherwise.
“General Fusion Outstanding Shares” means the total number of General Fusion Shares outstanding immediately prior to the Amalgamation Effective Time, calculated on a fully diluted basis (taking into account the number of General Fusion Shares subject to General Fusion Options and General Fusion Warrants (except for General Fusion PIPE Warrants), but not taking into account the General Fusion Class B Common Shares or the General Fusion Convertible Preferred Shares issued in connection with the PIPE Financing).
“General Fusion PIPE Warrants” means the General Fusion Class A Common Share purchase warrants of General Fusion to be issued in connection with the PIPE Financing.
“General Fusion Preferred Shares” means, collectively, the General Fusion Class A Preferred Shares and the General Fusion Class B Preferred Shares.
“General Fusion SAFE Holders” means, at any time, the holders of SAFEs, and “Company SAFE Holders” means, at any time, the holders of SAFEs, and “Company SAFE Holder” means any one of them.”
“ General Fusion Securityholders ” means, collectively, the General Fusion Shareholders, the General Fusion Warrant Holders, the General Fusion Optionholders, and the General Fusion SAFE Holders.
“General Fusion Securityholders’ Approval” means (i) the approval by not less than two-thirds (66 2/3 %) of the votes cast on the General Fusion Arrangement Resolution by General Fusion Shareholders, voting as a single, as-converted class, present in person or represented by proxy at the General Fusion Securityholders’ Meeting, and (ii) the approval by not less than two-thirds (66 2/3 %) of the votes cast on the General Fusion Arrangement Resolution by General Fusion Securityholders, voting as a single, as-converted, as-exercised class, present in person or represented by proxy at the General Fusion Securityholders’ Meeting, all in accordance with the organizational documents of General Fusion and applicable Laws; provided that in respect of paragraph (ii) above, each Company SAFE Holder shall be entitled to the number of votes that is equal to the “Company SAFE Conversion” under the Plan of Arrangement.
“General Fusion Securityholders’ Meeting” means, if applicable, the special meeting of the General Fusion Securityholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, which may be called and held in accordance with the Interim Order for the purpose of, among other things, considering and, if thought fit, approving the General Fusion Arrangement Resolution.
“General Fusion Shareholder” means any holder of General Fusion Shares.
“General Fusion Shares” means, collectively, the General Fusion Common Shares and the General Fusion Preferred Shares.
“General Fusion Subsidiary” means each Subsidiary of General Fusion, including General Fusion (UK) Limited, General Fusion Corp., General Fusion Technologies Inc. and 1410498 B.C. Ltd.
“General Fusion Warrant Holders” means, at any time, the holders of General Fusion Warrants outstanding at such time.
“General Fusion Warrants” means all warrants to purchase General Fusion Shares.
“Governmental Authority” means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental, regulatory or administrative authority, agency, commission, department, board, bureau, agency or similar body or instrumentality thereof, or any court, tribunal or judicial or arbitral body thereof.
“Governmental Order” means any order, judgement, injunction, decree, writ, ruling, stipulation, determination, verdict or award, in each case, entered by or with any Governmental Authority.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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“ICA” means the Investment Canada Act.
“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, as incorporated in the CPA Canada Handbook at the relevant time.
“Incentive Plan” means the 2026 Long-Term Incentive Plan of New General Fusion.
“Incentive Plan Proposal” means the proposal to approve the issuance of New GF Subordinate Voting Shares pursuant to the Incentive Plan.
“Interim Order” means the interim order of the Court made pursuant to Section 291 of the BCBCA which will provide for, among other things, the calling and holding of the Spring Valley Shareholders’ Meeting and the General Fusion Securityholders’ Meeting, as the same may be amended by the Court with the consent of General Fusion and Spring Valley, such consent not to be unreasonably withheld, conditioned or delayed, provided that any such amendment is reasonably acceptable to each of Spring Valley and General Fusion.
“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.
“Legacy Plan” means General Fusion’s Amended and Restated Stock Option Plan dated November 19, 2024, as amended and restated effective the date immediately preceding Closing.
“Lock-Up Agreement” means the Lock-Up Agreement to be entered into at the Closing, by and among Spring Valley, General Fusion, New General Fusion and certain securityholders of General Fusion.
“Nasdaq Proposal” means the proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of New GF Subordinate Voting Shares and the New GF Public Warrants in connection with the Business Combination.
“NewCo” means 1573562 B.C. Ltd., a British Columbia limited company and wholly owned subsidiary of Spring Valley.
“New General Fusion” means Spring Valley, following the Closing and consummation of the Arrangement (renamed to General Fusion Group Ltd).
“New GF Board” means the board of directors of New General Fusion following the Closing and consummation of the Arrangement.
“New GF Class A Earnout Shares” means the Class A Earnout Shares in the capital of New General Fusion as described in the New GF Closing Articles.
“New GF Class B Earnout Shares” means the Class B Earnout Shares in the capital of New General Fusion as described in the New GF Closing Articles.
“New GF Class C Earnout Shares” means the Class C Earnout Shares in the capital of New General Fusion as described in the New GF Closing Articles.
“ New GF Closing Articles ” means, following the Amalgamation, the amended and restated articles of New General Fusion, in substantially the form attached to this proxy statement/prospectus as Annex E .
“New GF Earnout Shares” means collectively the New GF Class A Earnout Shares, the New GF Class B Earnout Shares and the New GF Class C Earnout Shares.
“New GF Earnout Warrants” means the earnout share purchase warrants of New General Fusion exercisable into New GF Earnout Shares.

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“New GF Multiple Voting Shares” means the convertible preferred shares of New General Fusion as described in the New GF Closing Articles.
“New GF PIPE Warrant” means each New GF Subordinate Voting Share purchase warrant issuable in exchange for each issued and outstanding General Fusion PIPE Warrant, with each New GF PIPE Warrant entitling the holder thereof to acquire one (1) New GF Subordinate Voting Share at a per share exercise price (rounded up to the nearest cent) equal to $12.00.
“New GF Public Warrants” means, collectively, the common share purchase warrants of New General Fusion issuable to holders of Spring Valley Public Warrants in replacement thereof upon the consummation of the Business Combination.
“New GF RSU” means restricted share units, with each unit being equivalent in value to a New GF Subordinate Voting Share.
“New GF Securities” means, collectively, the New GF Subordinate Voting Shares and New GF Public Warrants.
“New GF Shareholder” means holders of New GF Subordinate Voting Shares.
“New GF Subordinate Voting Shares” means following the Amalgamation, common shares in the capital of New General Fusion, no par value.
“New GF Warrants” means, collectively, the common share purchase warrants of New General Fusion to purchase New GF Subordinate Voting Shares, issued upon closing of the Business Combination to holders of General Fusion Warrants and Spring Valley Warrants in accordance with the Plan of Arrangement and as described herein.
“New Issue Price” has the meaning ascribed to it in the section entitled “ Description of New General Fusion Securities Following the Business Combination .”
“Other Matters Proposal” means the proposal to not include in the New GF Closing Articles provisions relating to the Spring Valley Class B Shares, the Spring Valley IPO, Sponsor, the initial business combination and other related matters.
“PCAOB” means the U.S. Public Company Accounting Oversight Board and any division or subdivision thereof.
“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association, or to the extent not already covered, an entity, or government, political subdivision, agency or instrumentality of a government, or to the extent not already covered, a Governmental Authority.
“PIPE Financing” means the PIPE Investor’s purchase of units of General Fusion at a purchase price of $10.20 per unit, each such unit comprising one (1) General Fusion Convertible Preferred Share, and one (1) General Fusion PIPE Warrant exercisable for one (1) New GF Subordinate Voting Share at the price of $12.00 per share, in a private placement or placements to be consummated on the Closing Date, prior to the Amalgamation, on the terms and subject to the conditions set forth in a PIPE Subscription Agreement.
“PIPE Investors” means the investors who have entered into PIPE Subscription Agreements.
“ PIPE Subscription Agreements ” means the subscription agreements entered into among Spring Valley, General Fusion and certain investors, pursuant to which such investors have agreed to purchase units of General Fusion at a purchase price of $10.20 per unit, each such unit comprising one (1) General Fusion Convertible Preferred Share, and one (1) General Fusion PIPE Warrant exercisable for one (1) New GF Subordinate Voting Share at the price of $12.00 per share.
“Plan of Arrangement” means the plan of arrangement attached to this proxy statement/prospectus as Annex B.
“Preferred Conversion” means the conversion of all of the then issued and outstanding General Fusion Preferred Shares into General Fusion Class A Common Shares pursuant to the General Fusion Articles.
“Price Adjustment Proposal” means the proposal to approve the Conversion Price Adjustment Provisions of the New GF Multiple Voting Shares and the Exercise Price Adjustment Provision of the New GF PIPE Warrants, in each case issuable in connection with the PIPE Financing

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“Proposals” means the Continuation Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Price Adjustment Proposal, the Director Election Proposal and the Adjournment Proposal.
“Quorum Proposal” means the proposal to change New GF Closing Articles to reduce the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least a majority of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33 1/3 % of the issued shares entitled to be voted at the meeting
“Registrar” means the Registrar of Companies appointed under Section 400 of the BCBCA.
“Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into at the Closing, by and among New General Fusion, the Sponsor and certain securityholders of General Fusion.
“SAFE” means at the time prior to the Amalgamation, all the issued and outstanding simple agreements for future equity, as amended from time to time, substantially in the form attached hereto as Annex K.
“SAFE Conversion” means the conversion of all of the then issued and outstanding SAFEs into that number of Company Class A Common Shares pursuant to the terms of the SAFEs.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“SRF” means the Strategic Response Fund of His Majesty the King in the Right of Canada as represented by the Minister of Industry.
“SRF Contribution Agreement” means a contribution agreement between General Fusion and SRF, as amended, to fund a portion of certain eligible research and development expenditures of General Fusion.
“SRF Warrants” means the Series 1 Class B redeemable convertible preferred share purchase warrants, the Series 3 Class B redeemable convertible preferred share purchase warrants of General Fusion and the Class B common share purchase warrants of General Fusion.
“Sponsor” means Spring Valley Acquisition III Sponsor, LLC, the sponsor of Spring Valley.
“Sponsor Letter Agreement” means the Sponsor Letter Agreement (attached to this proxy statement/prospectus as Annex H), dated as of January 21, 2026 by and among the Sponsor, Spring Valley and General Fusion pursuant to which among other things (1) the Sponsor agreed to vote all Spring Valley Founder Shares held by it in favor of the Business Combination Agreement, the Business Combination and related proposals, (2) the Sponsor agreed that, at the Closing, it will forfeit 1,000,000 Spring Valley Founder Shares and, in connection therewith, Spring Valley agreed to issue to the Sponsor an aggregate of 1,000,000 New GF Earnout Shares, (3) the Sponsor agreed to transfer, directly or constructively, an aggregate of 1,250,000 Spring Valley Founder Shares to certain investors in the General Fusion’s most recent SAFE financing round, and (4) the parties agreed that if Spring Valley obtains working capital loans from the Sponsor or an affiliate to finance transaction costs related to the Business Combination, up to $1,500,000 of such loans may be converted into warrants to purchase New GF Subordinate Voting Shares for an exercise price of $0.90 per share, at the Sponsor’s option.
“Spring Valley” means Spring Valley Acquisition Corp. III, a Cayman Islands exempt company.
“Spring Valley Articles” means (a) for all periods prior to the Continuation, the Amended and Restated Memorandum and Articles of Association of Spring Valley adopted on September 2, 2025, as amended, restated or amended and restated from time to time, and (b) for all periods from and after the Continuation until the consummation of the Amalgamation, the Continuation Articles.
“Spring Valley Board” means the board of directors of Spring Valley.

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“Spring Valley Certificates” means the Certificate of Incorporation of Spring Valley issued by the Registrar of Companies of the Cayman Islands on March 12, 2025.
“Spring Valley Class A Common Shares” means, following the Continuation, Class A common shares of Spring Valley, par value $0.0001 per share, authorized under the Continuation Articles.
“Spring Valley Class A Ordinary Shares” means, prior to the Continuation, Class A ordinary shares of Spring Valley, par value $0.0001 per share, authorized under the Spring Valley Articles.
“Spring Valley Class A Shares” means (a) for all periods prior to the Continuation, Spring Valley Class A Ordinary Shares, and (b) for all periods from and after the Continuation and prior to the Amalgamation, Spring Valley Class A Common Shares authorized under the Continuation Articles.
“Spring Valley Class B Common Shares” means, following the Continuation, Class B common shares of Spring Valley, authorized under the Continuation Articles.
“Spring Valley Class B Ordinary Shares” means, prior to the Continuation, Class B ordinary shares of Spring Valley, par value $0.0001 per share, authorized under the Spring Valley Articles.
“Spring Valley Class B Shares” means (a) for all periods prior to the Continuation, Class B Ordinary Shares, and (b) for all periods from and after the Continuation and prior to the Amalgamation, Spring Valley Class B Common Shares authorized under the Continuation Articles.
“Spring Valley Common Shares” means, collectively, the Spring Valley Class A Shares and the Spring Valley Class B Shares.
“Spring Valley Convertible Preferred Shares” means the convertible preferred shares in the capital of Spring Valley.
“Spring Valley Deadline Date” means the deadline for Spring Valley to consummate a Business Combination as set forth in the Spring Valley Articles which is September 5, 2027.
“Spring Valley Founder Shareholders” means the holders of the Spring Valley Founder Shares.
“Spring Valley Founder Shares” means the Spring Valley Class B Shares or the Spring Valley Class A Shares issued upon conversion of the Spring Valley Class B Shares.
“Spring Valley IPO” means the initial public offering of Spring Valley consummated on September 5, 2025.
“Spring Valley Ordinary Shares” means, collectively, the Spring Valley Class A Ordinary Shares and the Spring Valley Class B Ordinary Shares.
“Spring Valley Preference Shares” means preference shares, par value $0.0001 per share, of Spring Valley.
“Spring Valley Private Warrant” means a warrant to purchase one Spring Valley Class A Share at an exercise price of $11.50 per share sold in a private placement consummated concurrently with the Spring Valley IPO.
“Spring Valley Public Shareholders” means the holders of Spring Valley Public Shares eligible to have all or a portion of their Spring Valley Public Shares redeemed prior to the Continuation and in connection with the Business Combination.
“Spring Valley Public Shares” means the Spring Valley Class A Shares included in units of Spring Valley sold in the Spring Valley IPO.
“Spring Valley Public Warrant” means a warrant to purchase one Spring Valley Class A Share at an exercise price of $11.50 per share included in a Spring Valley Public Unit sold in the Spring Valley IPO.
“Spring Valley Securities” means, collectively, the Spring Valley Units, the Spring Valley Shares and the Spring Valley Warrants.

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“Spring Valley Shareholder” means any holder of Spring Valley Shares.
“Spring Valley Shareholder Proposals” means the proposals at the Spring Valley Shareholders’ Meeting.
“Spring Valley Shareholders’ Approval” means the approval of the Spring Valley Shareholder Proposals, in each case, by an affirmative vote of the holders of at least a majority of Spring Valley Shares entitled to vote, who attend and vote thereupon (as determined in accordance with the Spring Valley Governing Documents and applicable Law) at a Spring Valley Shareholders’ Meeting duly called by the Spring Valley Board and held for such purpose.
“Spring Valley Shareholders’ Meeting” means the extraordinary general meeting of shareholders of Spring Valley at which the Proposals will be voted upon.
“Spring Valley Shares” means, collectively, the Spring Valley Ordinary Shares and the Spring Valley Preference Shares.
“Spring Valley Units” means the units sold in the Spring Valley IPO, each consisting of one Spring Valley Public Share and one-third of one Spring Valley Public Warrant.
“Spring Valley Warrant Agent” means Continental Stock Transfer & Trust Company.
“Spring Valley Warrant Agreement” means that certain Warrant Agreement, dated as of September 3, 2025, by and between Spring Valley and the Spring Valley Warrant Agent.
“Spring Valley Warrant Holders” means holders of Spring Valley Warrants that will receive New GF Public Warrants in connection with the Business Combination.
“Spring Valley Warrants” means, collectively, the Spring Valley Public Warrants and the Spring Valley Private Warrants.
“Sponsor” means Spring Valley Acquisition III Sponsor, LLC, the sponsor of Spring Valley.
“Tax Act” means the Income Tax Act (Canada).
“Transaction Value” means the pre-money equity rollover value of General Fusion in the aggregate amount of $600,000,000. The Transaction Value attributable to General Fusion Securityholders was negotiated by the parties in connection with the Business Combination and was not based on any third-party valuation report, fairness opinion or appraisal obtained by General Fusion. As of December 31, 2025, General Fusion had a shareholders’ deficiency of $173.8 million and a fully diluted equity structure consisting of approximately 284.7 million shares and share-equivalent instruments, including common shares, redeemable convertible preferred shares, options and warrants. Prior to the Business Combination, such fully diluted equity structure is expected to increase to approximately 352.9 million shares and share-equivalent instruments, including common shares, redeemable convertible preferred shares, options and warrants and conversion of SAFE into common shares. Upon consummation of the Business Combination, such fully diluted equity structure is expected to convert, based on an equity conversion ratio of approximately 0.1699:1, into approximately 60,000,000 closing units attributable to General Fusion securityholders, consisting of approximately 40,671,025 New GF Subordinate Voting Shares, 7,597,281 New GF SVS Options and 11,731,694 New GF SVS Warrants. The Transaction Value and related exchange mechanics were established pursuant to the Business Combination Agreement and were not derived from General Fusion’s historical shareholders’ deficiency, as the Transaction is expected to be accounted for as a reverse recapitalization under U.S. GAAP. For additional information regarding the accounting treatment and related pro forma adjustments, see “ Unaudited Pro Forma Condensed Combined Financial Information — Notes to Unaudited Pro Forma Condensed Combined Financial Information. ”
“Transactions” means the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.
“Transfer Agent” means Continental Stock & Trust Company.
“Trust Account” means the trust account established by Spring Valley upon the consummation of its initial public offering and into which a certain amount of net proceeds of the Spring Valley IPO, together with a certain amount of proceeds of a private placement of units simultaneously with the closing date of the Spring Valley IPO, was deposited.

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“Trust Agreement” means the Investment Management Trust Agreement, dated as of September 3, 2025, between Spring Valley and Continental Stock Transfer & Trust Company, as trustee.
“TSX” means the Toronto Stock Exchange.
“U.S.” means the United States of America.
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the New GF Subordinate Voting Shares are then listed or quoted on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the New GF Subordinate Voting Shares for the 20 trading days preceding such date (or the nearest preceding date) on the Trading Market on which the New GF Subordinate Voting Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the New GF Subordinate Voting Shares for the 20 trading days preceding such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the New GF Subordinate Voting Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the New GF Subordinate Voting Shares are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the average of the highest closing bid price and the lowest closing ask price of the New GF Subordinate Voting Shares for the 20 trading days preceding such date, or (d) in all other cases, the fair market value of a share of New GF Subordinate Voting Shares as determined by an independent appraiser selected in good faith by Spring Valley and reasonably acceptable to the holders of a majority in interest of the Spring Valley Preferred Shares then outstanding, the fees and expenses of which shall be paid by Spring Valley.
“Working Capital Loans” mean any and all loans to Spring Valley from Sponsor or any of its affiliates.
Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus assume the following:
● | no Spring Valley Public Shareholders elect to have their Spring Valley Public Shares redeemed; |

● | at the Closing, 54,791,392 New GF Subordinate Voting Shares are issued to the General Fusion Shareholders; |

● | none of the Sponsor or General Fusion Shareholders purchase any Spring Valley Class A Shares in the open market; |

● | Sponsor has not made any working capital loans to Spring Valley; and |

● | that there are no other issuances of Equity Interests of Spring Valley or General Fusion prior to or in connection with the Closing. |

Further, unless otherwise specified, the share counts, and other information set forth in this proxy statement/prospectus, do not take into account the Spring Valley Warrants currently outstanding or the New GF Warrants which will remain outstanding following the Business Combination and may be exercised at a later date.
Pursuant to the Spring Valley Articles, Spring Valley Public Shareholders may request that Spring Valley redeem all or a portion of their Spring Valley Class A Shares or Spring Valley Class B Shares for cash if the Business Combination is consummated. Any such redemptions related to the Business Combination will take place in connection with, and prior to, the Continuance and the closing of the Business Combination. Certain sections in this proxy statement/prospectus refer to a no redemptions scenario, illustrative redemptions scenario and maximum redemptions scenario. Unless otherwise specified, (i) the no redemptions scenario assumes for illustrative purposes that no Spring Valley Public Shares are redeemed, and (ii) the maximum redemptions scenario assumes for illustrative purposes that 23,000,000 Spring Valley Public Shares are redeemed, resulting in an aggregate payment of approximately $230,000,000, plus a pro rata portion of interest accrued (net of taxes payable), from the Trust Account. For more information, see the section entitled “ Unaudited Pro Forma Condensed Combined Financial Information .”

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Summary Term Sheet
This summary term sheet, together with the sections entitled “Questions and Answers About the Spring Valley Shareholders’ Meeting and the Business Combination ” and “ Summary of Proxy Statement/Prospectus , ” summarizes certain information contained in this proxy statement/prospectus but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters summarized below.
● | Spring Valley is a blank check company incorporated as a Cayman Islands exempted company incorporated on March 12, 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Spring Valley and one or more target businesses. For more information about Spring Valley, see the section entitled “Business of Spring Valley and Certain Information About Spring Valley .” |

● | There are currently 23,000,000 Spring Valley Class A Shares and 7,666,667 Spring Valley Class B Shares issued and outstanding. In addition, there are currently 14,712,778 Spring Valley Warrants outstanding, consisting of 7,666,667 Spring Valley Public Warrants and 7,046,111 Spring Valley Private Warrants. Each whole warrant entitles the holder to purchase one whole Spring Valley Class A Share for $11.50 per share. The Spring Valley Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Spring Valley IPO, and will expire seven years from the completion of a Business Combination or earlier upon redemption or liquidation. At the Spring Valley Amalgamation Effective Time, each Spring Valley Warrant will be exchanged for a New GF Warrant. Once the New GF Warrants become exercisable, New General Fusion may redeem New GF Warrants in certain circumstances. See the section entitled “Description of New General Fusion Securities Following the Business Combination — New GF Warrants .” |

● | General Fusion is a British Columbia corporation amalgamated under the BCBCA on January 1, 2023. Please see the section entitled “Business of General Fusion and Certain Information About General Fusion ” for more information. |

● | Spring Valley, General Fusion and NewCo entered into the Business Combination Agreement on January 21, 2026. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A . |

● | Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected as follows: (i) Spring Valley shall transfer by way of continuation from the Cayman Islands to the Province of British Columbia in accordance with the Companies Act and the BCBCA, and in connection therewith, and (ii) promptly following such Continuation, the closing of the Arrangement will occur, under which, among other things, NewCo shall amalgamate with and into General Fusion to form one corporate entity and NewCo will survive the Amalgamation as the Amalgamated Company. |

● | In connection with the Business Combination Agreement, Spring Valley entered into or contemplated entering into the following agreements: |

● | Sponsor Letter Agreement: Concurrently with the execution and delivery of the Business Combination Agreement, Spring Valley, General Fusion and the Sponsor entered into the Sponsor Letter Agreement pursuant to which, among other things (1) the Sponsor agreed to vote all Spring Valley Founder Shares held by it in favor of the Business Combination Agreement, the Business Combination and related proposals, (2) the Sponsor agreed that, at the Closing, it will forfeit 1,000,000 Spring Valley Founder Shares and, in connection therewith, Spring Valley agreed to issue to the Sponsor an aggregate of 1,000,000 New GF Earnout Shares, (3) the Sponsor agreed to transfer, directly or constructively, an aggregate of 1,250,000 Spring Valley Founder Shares to certain investors in General Fusion’s most recent SAFE financing round, and (4) the parties agreed that if Spring Valley obtains working capital loans from the Sponsor or an affiliate to finance transaction costs related to the Business Combination, up to $1,500,000 of such loans may be converted into warrants to purchase Spring Valley Class A Common Shares for an exercise price of $0.90 per share, at the Sponsor’s option. |

● | Voting and Support Agreement: Concurrently with the execution and delivery of the Business Combination Agreement, Spring Valley, General Fusion and certain of the General Fusion Securityholders entered into the Voting and Support Agreement pursuant to which, among other things, each such securityholder agreed to support and vote in favor of the Plan of Arrangement. |

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● | Lock-up Agreement: At the Closing, certain holders of Spring Valley Common Shares, including certain General Fusion Securityholders, will enter into Lock-Up Agreement, pursuant to which, among other things, each such securityholder will agree not to sell, for a period of 180 days following the Closing Date (subject to certain exceptions), the New GF Subordinate Voting Shares held by such holder immediately after the Amalgamation Effective Time, on the terms and subject to the conditions set forth in the Lock-Up Agreement. In addition, on the Closing Date, the Sponsor and the other parties to the letter agreement, dated as of September 3, 2025, entered into by such parties with Spring Valley in connection with the Spring Valley IPO (the “IPO Letter Agreement”), will enter into an amendment to such letter agreement to change the lock-up period in such letter agreement to six months. |

● | Registration Rights Agreement: Spring Valley and certain securityholders of Spring Valley are parties to a registration rights agreement, dated as of September 3, 2025 (the “Original Registration Rights Agreement”). At the Closing and pursuant to the terms of the Business Combination Agreement, New General Fusion, the Sponsor and certain security holders of General Fusion and such securityholders of Spring Valley shall enter into the Registration Rights Agreement pursuant to which, among other things, (1) New General Fusion will agree to file, as soon as practicable (and in any event within 30 days) following the Closing Date, a registration statement covering the resale of certain New GF Subordinate Voting Shares and New GF Public Warrants held by the Sponsor and such other parties from time to time, (2) such holders of registrable securities will be granted certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement, and (3) the Original Registration Rights Agreement will be amended, restated and terminated as of the Closing. For more information about the Registration Rights Agreement, see the subsection entitled “ The Business Combination — Related Agreements .” |

● | PIPE Subscription Agreements: In connection with the transactions contemplated by the Business Combination Agreement, on January 21, 2026, Spring Valley and General Fusion entered into the PIPE Subscription Agreements with certain PIPE Investors. Pursuant to the PIPE Subscription Agreements, the PIPE Investors have agreed, among other things, to purchase an aggregate of 10,556,373 units of General Fusion at a price of $10.20 per unit, each unit comprising (1) one General Fusion Convertible Preferred Share (2) one General Fusion PIPE Warrant exercisable for one New GF Subordinate Voting Share at a price of $12.00 per share, in a private placement to be consummated on the Closing Date, prior to the Amalgamation. Additionally, the lead PIPE investor has funded an additional $0.35 million ($0.10 per share) at the time of commitment in January 2026 in exchange for 3.5 million General Fusion Class B Common Shares as part of their overall lead investment terms. These General Fusion Class B Common Shares are redeemable by the lead PIPE investor regardless of whether the Business Combination closes and will be exchanged for New GF Subordinate Voting Shares on a 1:1 basis. Upon the Closing Date, each then issued and outstanding General Fusion Convertible Preferred Share shall be exchanged for one (1) New GF Multiple Voting Share, and each then issued and outstanding General Fusion PIPE Warrant shall be exchanged for one (1) New GF PIPE Warrant to acquire one (1) New GF Subordinate Voting Share at a per share exercise price equal to $12.00, subject to adjustment. |

● | Upon the Closing, pursuant to the terms of the Business Combination Agreement and the Plan of Arrangement, the New GF Closing Articles will become the articles of New General Fusion. For more information about the New GF Closing Articles, see the subsection entitled “ The Business Combination — Related Agreements .” |

● | The Closing is subject to the satisfaction (or waiver) of a number of conditions set forth in the Business Combination Agreement, including, among others, the approval by Spring Valley Shareholders of the Continuation Proposal and the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “ The Business Combination — Closing and Effective Time of the Business Combination .” |

● | The Business Combination Agreement may be terminated, and the Business Combination may be abandoned in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “ The Business Combination — Additional Covenants of the Parties .” |

● | The Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.” |

xvi

Table of Contents

● | Under the Spring Valley Articles, holders of Spring Valley Class A Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Spring Valley Articles. As of March 31, 2026, this would have amounted to approximately $10.20 per share, before deduction of permitted withdrawals. If a Spring Valley Public Shareholder exercises his, her or its redemption rights, Spring Valley will redeem such Spring Valley Public Shares for cash, and such Spring Valley Public Shareholder will no longer own Spring Valley Class A Shares or Spring Valley Class B Shares and will not participate in New General Fusion’s future growth, if any. Any such redemptions related to the Business Combination will take place in connection with, and prior to, the Continuance and the closing of the Business Combination. Such a holder will be entitled to receive cash for its Spring Valley Class A Shares or Spring Valley Class B Shares only if he, she or it properly demands redemption and delivers his, her or its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. For more information regarding these procedures, see the subsection entitled “ Extraordinary General Meeting of Spring Valley Shareholders — Redemption Rights .” |

The issuance of New GF Subordinate Voting Shares in the Business Combination will dilute the Equity Interests of Spring Valley Public Shareholders who do not exercise their redemption rights and may adversely affect prevailing market prices for New GF Subordinate Voting Shares. Spring Valley Public Shareholders who do not exercise their redemption rights may experience dilution to varying degrees in connection with and after the Business Combination, including:
● | the issuance of New GF Subordinate Voting Shares as part of the consideration in connection with the consummation of the Business Combination; and |

● | the exercise of New GF Warrants. |

The issuance of New GF Subordinate Voting Shares in connection with the Business Combination, including through any of the foregoing, could have the following effects for Spring Valley Shareholders who elect not to redeem their Spring Valley Shares:
● | their proportionate ownership interest in New General Fusion will decrease; |

● | the amount of cash available per share, including for payment of dividends in the future, may decrease; |

● | the relative voting strength of each previously outstanding Spring Valley Shares will be diminished; or |

● | the market price of New GF Subordinate Voting Shares or New GF Warrants, as applicable, may decline. |

The following table illustrates varying beneficial ownership levels in New General Fusion, as well as possible sources and extents of dilution for non-redeeming Spring Valley Public Shareholders, assuming no additional redemptions by Spring Valley Shareholders and the Maximum Redemption by Spring Valley Public Shareholders. The calculations are based upon an assumed Exchange Ratio for New GF Subordinate Voting Shares of 0.29.
Assumptions are as follows:
● | Assuming no additional redemption scenario: This presentation assumes that no Spring Valley Public Shareholders exercise redemption rights with respect to their Spring Valley Shares in connection with the vote on the Business Combination. |

● | Assuming 25% redemption scenario: This presentation assumes that the Spring Valley Public Shareholders holding approximately 25% of the Spring Valley Shares exercise redemption rights with respect to their Spring Valley Shares. This scenario assumes that 5,750,000 Spring Valley Shares are redeemed for an aggregate redemption payment of approximately $57,500,000 plus a pro rata portion of interest accrued on the Trust Account (net of taxes payable). |

● | Assuming 50% redemption scenario: This presentation assumes that the Spring Valley Public Shareholders holding approximately 50% of the Spring Valley Shares exercise redemption rights with respect to their Spring Valley Shares. This scenario assumes that 11,500,000 Spring Valley Shares are redeemed for an aggregate redemption payment of approximately $115,000,000 plus a pro rata portion of interest accrued on the Trust Account (net of taxes payable). |

● | Assuming 75% additional redemption scenario: This presentation assumes that the Spring Valley Public Shareholders holding approximately 75% of the Spring Valley Shares exercise redemption rights with respect to their Spring Valley |

xvii

Table of Contents

Shares. This scenario assumes that 17,250,000 Spring Valley Shares are redeemed for an aggregate redemption payment of approximately $172,500,000 plus a pro rata portion of interest accrued on the Trust Account (net of taxes payable). |

● | Assuming Maximum Redemption scenario: This presentation assumes that the Spring Valley Public Shareholders holding approximately 100% of the Spring Valley Shares exercise redemption rights with respect to their Spring Valley Shares. This scenario assumes that 23,000,000 Spring Valley Shares are redeemed for an aggregate redemption payment of approximately $230,000,000 plus a pro rata portion of interest accrued on the Trust Account (net of taxes payable). |

|

|
| No Redemption
|
| 25% Redemption
|
| 50% Redemption
|
| 75% Redemption
|
| Maximum Redemption
|

|
| Shares
|
| %
Excluding
Warrants
|
| %
With
Warrants
|
| Shares
|
| Excluding
Warrants
|
| %
With
Warrants
|
| Shares
|
| Excluding
Warrants
|
| %
With
Warrants
|
| Shares
|
| Excluding
Warrants
|
| %
With
Warrants
|
| Shares
|
| %
Excluding
Warrants
|
| %
With
Warrants
|
General Fusion Shareholders
|
| 40,671,025
|
| 39.2
|
| 31.7
|
| 40,671,025
|
| 41.4
|
| 33.1
|
| 40,671,025
|
| 44.2
|
| 34.7
|
| 40,671,025
|
| 47.0
|
| 36.6
|
| 40,671,025
|
| 50.4
|
| 38.5
|
General Fusion Optionholders (4)
|
| 7,597,281
|
| 7.3
|
| 5.9
|
| 7,597,281
|
| 7.8
|
| 6.2
|
| 7,597,281
|
| 8.2
|
| 6.5
|
| 7,597,281
|
| 8.8
|
| 6.8
|
| 7,597,281
|
| 9.4
|
| 7.2
|
General Fusion Warrant Holders
|
| 11,731,694
|
| 11.3
|
| 9.1
|
| 11,731,694
|
| 12.0
|
| 9.5
|
| 11,731,694
|
| 12.7
|
| 10.0
|
| 11,731,694
|
| 13.6
|
| 10.5
|
| 11,731,694
|
| 14.5
|
| 11.1
|
Subtotal General Fusion
|
| 60,000,000
|
| 57.8
|
| 46.7
|
| 60,000,000
|
| 61.2
|
| 48.8
|
| 60,000,000
|
| 65.1
|
| 51.2
|
| 60,000,000
|
| 69.4
|
| 53.9
|
| 60,000,000
|
| 74.3
|
| 56.8
|
Sponsor (1)
|
| 5,296,667
|
| 5.1
|
| 4.1
|
| 5,296,667
|
| 5.4
|
| 4.3
|
| 5,296,667
|
| 5.7
|
| 4.5
|
| 5,296,667
|
| 6.1
|
| 4.8
|
| 5,296,667
|
| 6.6
|
| 5.0
|
Spring Valley Directors (1)
|
| 120,000
|
| 0.1
|
| 0.1
|
| 120,000
|
| 0.1
|
| 0.1
|
| 120,000
|
| 0.1
|
| 0.1
|
| 120,000
|
| 0.1
|
| 0.1
|
| 120,000
|
| 0.1
|
| 0.1
|
Lead SAFE investors (1)
|
| 1,250,000
|
| 1.2
|
| 1.0
|
| 1,250,000
|
| 1.3
|
| 1.0
|
| 1,250,000
|
| 1.4
|
| 1.1
|
| 1,250,000
|
| 1.4
|
| 1.1
|
| 1,250,000
|
| 1.5
|
| 1.2
|
Spring Valley Public Shareholders
|
| 23,000,000
|
| 22.2
|
| 17.8
|
| 17,250,000
|
| 17.6
|
| 14.0
|
| 11,500,000
|
| 12.5
|
| 9.8
|
| 5,750,000
|
| 6.6
|
| 5.2
|
| —
|
| —
|
| —
|
PIPE Investor Shares
|
| 14,056,373
|
| 13.6
|
| 10.9
|
| 14,056,373
|
| 14.4
|
| 11.5
|
| 14,056,373
|
| 15.2
|
| 12.0
|
| 14,056,373
|
| 16.4
|
| 12.6
|
| 14,056,373
|
| 17.5
|
| 13.3
|
Subtotal before Investor and Spring Valley warrants
|
| 103,723,040
|
| 100.0
|
| 80.6
|
| 97,973,040
|
| 100.0
|
| 79.7
|
| 92,223,040
|
| 100.0
|
| 78.7
|
| 86,473,040
|
| 100.0
|
| 77.7
|
| 80,723,040
|
| 100.0
|
| 76.4
|
Spring Valley Public Warrants (2)
|
| 7,666,667
|
|
|
| 6.0
|
| 7,666,667
|
|
|
| 6.2
|
| 7,666,667
|
|
|
| 6.5
|
| 7,666,667
|
|
|
| 6.9
|
| 7,666,667
|
|
|
| 7.3
|
Spring Valley Private Warrants (3)
|
| 6,662,778
|
|
|
| 5.2
|
| 6,662,778
|
|
|
| 5.4
|
| 6,662,778
|
|
|
| 5.7
|
| 6,662,778
|
|
|
| 6.0
|
| 6,662,778
|
|
|
| 6.3
|
General Fusion PIPE Warrants
|
| 10,556,373
|
|
|
| 8.2
|
| 10,556,373
|
|
|
| 8.7
|
| 10,556,373
|
|
|
| 9.1
|
| 10,556,373
|
|
|
| 9.4
|
| 10,556,373
|
|
|
| 10.0
|
Total (5)
|
| 128,608,858
|
|
|
| 100.0
|
| 122,858,858
|
|
|
| 100.0
|
| 117,108,858
|
|
|
| 100.0
|
| 111,358,858
|
|
|
| 100.0
|
| 105,608,858
|
|
|
| 100.0
|

*
| less than 1%.
|

(1) | The Sponsor currently holds 7,546,667 Spring Valley Founder Shares, and agreed to that, at the Closing, it will forfeit 1,000,000 Spring Valley Founder Shares and, in connection therewith, Spring Valley agreed to issue to the Sponsor an aggregate of 1,000,000 New GF Earnout Shares, and the Sponsor agreed to transfer an aggregate of 1,250,000 Founder Shares to certain investors in the Company’s most recent SAFEs. |

(2) | The Spring Valley Public Warrants are exercisable at $11.50 per share. |

(3) | The Spring Valley Private Warrants are exercisable at $11.50 per share. CCM has agreed to forfeit 383,333 Spring Valley Private Warrants in connection with the closing of the Business Combination. |

(4) | Includes all outstanding General Fusion Options that are granted and all shares reserved for issuance under the General Fusion Legacy Plan. |

(5) | Excludes 12,500,000 New GF Earnout Shares that may be earned by General Fusion and 1,000,000 New GF Earnout Shares that may be earned by Spring Valley that are dependent on reaching certain earnout milestones. |

Please see the subsections entitled “ Summary of Proxy Statement/Prospectus — Ownership of New General Fusion After Closing ,” and “ The Business Combination — Total New GF Subordinate Voting Shares to Be Issued in the Business Combination ” and the section entitled “ Unaudited Pro Forma Condensed Combined Financial Information ” for more information.
● | The Spring Valley Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the Spring Valley Board’s decision-making process, see the subsection entitled “ The Business Combination — The Spring Valley Board’s Reasons for Approval of the Business Combination .” When you consider the unanimous recommendation of the Spring Valley Board, you should keep in mind that, aside from their interests as shareholders, Sponsor and certain members of Spring Valley management have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. Please see the subsection entitled “ The Business Combination — Interests of Certain Persons in the Business Combination .” |

xviii

Table of Contents

● | In addition to voting on the proposal to adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination, at the Spring Valley Shareholders’ Meeting, the Spring Valley Shareholders will also be asked to consider and vote on the approval of: |

● | a proposal to approve, by Special Resolution, the transfer of Spring Valley by way of continuation from the Cayman Islands to the Province of British Columbia, Canada in accordance with the Spring Valley Articles and the Companies Act and the applicable provisions of the BCBCA; |

● | a proposal to approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New GF Closing Articles that materially affect Spring Valley Shareholders’ rights, presented separately as the Authorized Capital Proposal, the Quorum Proposal, the Advance Notice Proposal and the Other Matters Proposal in accordance with SEC guidance. The full text of the New GF Closing Articles is attached to this proxy statement/prospectus as Annex E ; |

● | a proposal to approve, by Ordinary Resolution, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of New GF Subordinate Voting Shares in connection with the Business Combination; |

● | a proposal to approve, by Ordinary Resolution, the issuance of New GF Subordinate Voting Shares pursuant to the Incentive Plan; |

● | a proposal to approve, by Ordinary Resolution of the disinterested Spring Valley Shareholders, the Conversion Price Adjustment Provisions of the New GF Multiple Voting Shares and the Exercise Price Adjustment Provision of the New GF PIPE Warrants, in each case issuable in connection with the PIPE Financing; |

● | If put to Spring Valley Shareholders for a vote, a proposal to approve by Ordinary Resolution the adjournment of the Spring Valley Shareholders’ Meeting (i) to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing Proposals or (ii) if the board of directors of Spring Valley determines before the Spring Valley Shareholders’ Meeting that it is not necessary or no longer desirable to proceed with the Proposals. If put forth at the Spring Valley Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Continuation Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Price Adjustment Proposal or the Director Election Proposal will be submitted to the Spring Valley Shareholders for a vote. |

For more information, see the sections entitled “ Proposal No. 1 — The Continuation Proposal ,” “ Proposal No. 2 — The Business Combination Proposal ,” “ Proposal No. 3 — The Advisory Organizational Documents Proposal s,” “ Proposal No. 4 — The Nasdaq Proposal, ” “ Proposal No. 5 — The Incentive Plan Proposal ,” “ Proposal No. 6 — The Price Adjustment Proposal, ” “Proposal No. 7 - the Director Election Proposal” and “ Proposal No. 8 — The Adjournment Proposal .”

xix

Table of Contents

Restrictions on Sale of Securities Held by the Sponsor and its Affiliates
Pursuant to the IPO Letter Agreement, the Sponsor and each of the directors and officers of Spring Valley agreed to restrictions on its ability to transfer, assign, or sell the Founder Shares and Private Warrants, as summarized in the table below.

|
Subject Securities
|
| Expiration Date
|
| Persons Subject
to Restrictions
|
| Exceptions to Transfer
Restrictions
|
Founder Shares
|
| Earlier of: (A) one year after the completion of our initial business combination; and (B) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except with respect to permitted transferees).
|
| Sponsor
Christopher Sorrells
Jeff Schramm
Robert Kaplan
Richard Thompson
David Buzby
Debora Frodl
|
| Transfers permitted (a) (i) our Sponsor’s members, (ii) the directors or officers of Spring Valley, our Sponsor, our Sponsor’s members, (iii) any affiliates or family members of the directors or officers of Spring Valley, our Sponsor, our Sponsor’s members, (iv) any members or partners of our Sponsor, our Sponsor’s members, or their respective affiliates, or any affiliates of our Sponsor, our Sponsor’s members, or any employees of such affiliates, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust by distribution to one or more permissible beneficiaries of such trust; (f) by private sales or in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (g) to us for no value for cancellation in connection with the consummation of our initial business combination; (h) in the event of our liquidation prior to our completion of our initial business combination; (i) by virtue of the laws of the Cayman Islands, by virtue of our Sponsor’s memorandum and articles of association or other constitutional, organizational or formational documents, as amended, upon dissolution of our Sponsor, or by virtue of the constitutional, organization or formational documents of a subsidiary of our Sponsor that holds the relevant securities, upon liquidation or dissolution of such subsidiary; or (j) in the event of our completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination
|
Private Placement Warrants (and Underlying Class A Ordinary Shares)
|
| 30 days after the completion of our initial business combination
|
| Sponsor
|
| Same as above
|

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE Spring Valley SHAREHOLDERS’ MEETING AND THE BUSINESS COMBINATION
The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Spring Valley Shareholders’ Meeting, as well as the proposed Business Combination. The following questions and answers do not include all of the information that is important to Spring Valley Shareholders. Spring Valley urges Spring Valley Shareholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.
Q: Why am I receiving this proxy statement/prospectus?
A:
| Spring Valley Shareholders are being asked to consider and vote upon the Proposals, including to approve the transactions contemplated by the Business Combination Agreement.
|

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and is incorpora

### EX-23.1 - EX-23.1
EX-23.1
2
none-20260331xex23d1.htm
EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Amendment No. 4 to Form F-4 of our report dated March 6, 2026, relating to the financial statements of Spring Valley Acquisition Corp. III as of December 31, 2025, and for the period from March 12, 2025 (inception) through December 31, 2025, which is contained in that Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.

/s/ WithumSmith+Brown, PC

New York, New York
June 4, 2026

### EX-23.2 - EX-23.2
EX-23.2
3
none-20260331xex23d2.htm
EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm
We hereby consent to the use in this Registration Statement on Form F-4 Amendment No. 4 of Spring Valley Acquisition Corp. III and General Fusion Inc. (as Co-Registrants) of our report dated April 22, 2026, relating to the financial statements of General Fusion Inc., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants
Vancouver, Canada
June 4, 2026

### EX-99.1 - EX-99.1
EX-99.1
4
none-20260331xex99d1.htm
EX-99.1

Exhibit 99.1

P
| Spring Valley Acquisition Corp. III
|
R
| 4030 Maple Avenue, Suite 500
|
O
| Dallas, Texas 75219
|

|
|
X
| EXTRAORDINARY GENERAL MEETING
|
Y
| OF SPRING VALLEY ACQUISITION CORP. III
|

|
|
C
| YOUR VOTE IS IMPORTANT
|
A
| THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
|
R
| FOR THE EXTRAORDINARY GENERAL MEETING
|
D
| TO BE HELD ON , 2026.
|

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Proxy Statement/Prospectus, dated , 2026, in connection with the extraordinary general meeting (the “ Shareholder Meeting ”) of Spring Valley Acquisition Corp. III (“ Spring Valley ”) to be held at a.m. Eastern Time on , 2026, at the offices of Greenberg Traurig LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102, and hereby appoints Christopher Sorrells (with full power to act alone), the attorney and proxy of the undersigned, with power of substitution to each, to vote all ordinary shares of Spring Valley registered in the name provided, which the undersigned is entitled to vote at the Shareholder Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxy is instructed to vote or act as follows on the proposals set forth in the accompanying proxy statement/prospectus.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” ALL THE PROPOSALS.

(Continued and to be marked, dated and signed on reverse side)

|
Please mark vote as indicated in this example
|
| ☒
|
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE FOLLOWING PROPOSALS.
|

|
Proposal No. 1 — The Continuation Proposal — To approve, by Special Resolution, the Continuation, including the adoption of the Continuation Articles.
| | FOR
☐
| | AGAINST
☐
| | ABSTAIN
☐
|
| | | | | | |
Proposal No. 2 — Business Combination Proposal — To approve, by Special Resolution, the Business Combination Agreement and the Business Combination.
| | FOR
☐
| | AGAINST
☐
| | ABSTAIN
☐
|
| | | | | | |
Proposal No. 3 — Advisory Organization Documents Proposals — To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New GF Closing Articles that materially affect Spring Valley Shareholders’ rights, presented separately in accordance with U.S. Securities and Exchange Commission guidance. The Advisory Organizational Documents Proposals are separated into sub-proposals submitted to Spring Valley Shareholders to approve on a non-binding advisory basis, by Ordinary Resolution, those governance provisions contained in the New GF Closing Articles that materially affect Spring Valley Shareholders’ rights as described in the following paragraphs (a) – (d):
| | | | | | |
| | | | | | |

|
Proposal 3(a) — Authorized Capital Proposal — To approve changing the authorized share capital of Spring Valley after giving effect to the Continuation and the Continuation Articles, from (i) 200,000,000 Spring Valley Class A Shares, (ii) 20,000,000 Spring Valley Class B Shares, and (iii) 1,000,000 preference shares of a nominal par value of $0.0001 each, to (1) an unlimited number of New GF Common Shares; (2) an unlimited number of preferred shares, issuable in series, of which none will be outstanding; (3) 4,500,000 New GF Class A Earnout Shares; (4) 4,500,000 New GF Class B Earnout Shares; (5) 4,500,000 New GF Class C Earnout Shares; and (6) 12,000,000 New GF Convertible Preferred Shares;
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Proposal 3(b) — Quorum Proposal — To approve reducing the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least a majority of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) not less than two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33⅓% of the issued shares entitled to be voted at the meeting;
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Proposal 3(c) — Advance Notice Proposal — To approve an advance notice provision that requires a shareholder to provide notice to Spring Valley in advance of a meeting of shareholders should such shareholder wish to nominate a person for election to the board of directors;
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Proposal 3(d) — Other Matters Proposal — To approve not including provisions relating to the Spring Valley Class B Shares, the Spring Valley IPO, Sponsor, the initial business combination and other related matters.
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Proposal No. 4 — Nasdaq Proposal — To approve, by Ordinary Resolution, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of New GF Common Shares in connection with the Business Combination.
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Proposal No. 5 — Incentive Plan Proposal — To approve, by Ordinary Resolution, the issuance of New GF Common Shares pursuant to the 2026 Long-Term Incentive Plan.
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Proposal No. 6 — Price Adjustment Proposal — To approve, by Ordinary Resolution of the disinterested Spring Valley Shareholders, the Conversion Price Adjustment Provisions of the New GF Convertible Preferred Shares and the Exercise Price Adjustment Provision of the New GF PIPE Warrants, in each case issuable in connection with the PIPE Financing.
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Proposal No. 7 — Director Election Proposal — To approve, by Ordinary Resolution, the election of seven directors, being Greg Twinney, Christopher Sorrells, Mark Little, Klaas de Boer, Norman Harrison, Wendy Kei and Thomas Boehlert, effective upon the Closing, to serve on New GF Board for the applicable term, under the New GF Closing Articles, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.
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Greg Twinney
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Christopher Sorrells
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Mark Little
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Klaas de Boer
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Norman Harrison
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Wendy Kei
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Thomas Boehlert
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Proposal No. 8 — Adjournment Proposal — If put to Spring Valley Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the Spring Valley Shareholders’ Meeting (i) to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals or (ii) if the board of directors of Spring Valley determines before the Spring Valley Shareholders’ Meeting that it is not necessary or no longer desirable to proceed with the proposals
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Dated: __________, 20__

(Signature)

(Signature if held Jointly)

Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” ALL THE PROPOSALS AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.