{"url_path":"/sec/svacw/8-k/2026-06-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/2074850/0001104659-26-071408-index.html","accession_number":"0001104659-26-071408","cik":"0002074850","ticker":"SVAC","issuer_name":"General Fusion Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074850/0001104659-26-071408-index.html","primary_entity_key":"0002074850","primary_entity_name":"Spring Valley Acquisition Corp. III"},"word_count":2420,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive\nAgreement**\n\n** **\n\n**Amended and Restated Business Combination\nAgreement**\n\n \n\nAs\npreviously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “**SEC**”)\non January 23, 2026, on January 21, 2026, Spring Valley Acquisition Corp. III, an exempted company limited by shares incorporated under\nthe Laws of the Cayman Islands (“**SVIII**”), entered into a Business Combination Agreement (the “**Original\nBusiness Combination Agreement**”) with General Fusion Inc., a British Columbia limited company (“**General Fusion**”),\nand 1573562 B.C. Ltd., a British Columbia limited company (“**NewCo**”). The transactions contemplated by the Business\nCombination Agreement are referred to herein as the “**Business Combination**,” the closing of the Business Combination\nis referred to herein as the “**Closing**” and the date on which the Closing occurs is referred to herein as the “**Closing\nDate**.” In connection with the Closing, it is expected that SVIII will change its name to “General Fusion Inc.” and\nSVIII is referred to herein as “**New SVIII**” as of the time following such change of name. Pursuant to the Original Business\nCombination Agreement, among other things and pursuant to the terms and conditions set forth therein, (1) at least one business day\nprior to the Closing Date, SVIII will continue from the Cayman Islands to British Columbia (the “**SPAC Continuation**”),\n(2) on the Closing Date, NewCo will amalgamate with and into the Company (the “**Amalgamation**”), with NewCo surviving\nthe Amalgamation as a wholly-owned subsidiary of New SVIII, pursuant to an arrangement under the applicable provisions of the *Business\nCorporations Act* (British Columbia) and the plan of arrangement attached as an exhibit to the Business Combination Agreement,\nand (3) New SVIII will adopt amended and restated articles in substantially the form attached as an exhibit to the Business Combination\nAgreement.\n\n \n\nAs\npreviously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “**SEC**”)\non May 18, 2026, on May 12, 2026, SVIII, NewCo and General Fusion entered into Amendment No. 1 to Business Combination Agreement (the\n“**First Amended Business Combination Agreement**”). The First Amended Business Combination Agreement provides, among other\nthings that, (1) the redemption of SPAC Class A Common Shares held by SVIII shareholders who have validly exercised their redemption rights\nshall occur no later than immediately prior to the SPAC Continuation, (2) the total number of SPAC Common Shares initially reserved for\nissuance under the SPAC Equity Incentive Plan (as defined in the First Amended Business Combination Agreement) will be equal to fifteen\npercent (15%) of the SPAC Common Shares outstanding as of immediately following the Closing, and (3) the forms of SPAC Closing Articles\nand Plan of Arrangement (in each case, as defined in the First Amended Business Combination Agreement), which are attached as exhibits\nto the Business Combination Agreement, will be replaced for new forms of each and will be attached as exhibits to the First Amended Business\nCombination Agreement.\n\n \n\nOn\nJune 3, 2026, SVIII, NewCo and General Fusion entered into Amendment No. 2 to Business Combination Agreement (as the same may be further\namended, supplemented or otherwise modified from time to time, the “**Second Amended Business Combination Agreement**”).\nThe Second Amended Business Combination Agreement provides, among other things, that the Company SAFE Holders will be entitled to vote\non the Arrangement Resolution (in each case, as defined in the Second Amended Business Combination Agreement) in connection with the Plan\nof Arrangement.\n\n  \n\nThe\ndescription of the Business Combination does not purport to be complete and is qualified in its entirety by reference to the Second Amended\nBusiness Combination Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K (this “**Form 8-K**”).\nSVIII shareholders, warrant holders and other interested parties are urged to read such agreements in their entirety. Capitalized terms\nused herein and not otherwise defined herein have the meanings assigned to them in the Amended Business Combination Agreement.\n\n \n\n \n\n \n\n \n\n**Additional Information and Where to Find It**\n\n** **\n\nIn\nconnection with the transactions contemplated by the Business Combination Agreement (the “**Proposed Business Combination**”),\nthe Company and SVIII filed their joint registration statement on Form F-4 (File No. 333-293688) (as amended, the “**Registration\nStatement**”) with the SEC, which includes a preliminary prospectus with respect to SVIII’s securities to be issued\nin connection with the Proposed Business Combination and a preliminary proxy statement in connection with SVIII’s solicitation of\nproxies for the vote by SVIII’s shareholders with respect to the Proposed Business Combination and other matters to be described\nin the Registration Statement (the “**Proxy Statement**”). After the SEC declares the Registration Statement effective,\nSVIII plans to file the definitive Proxy Statement with the SEC and to mail copies to SVIII’s shareholders as of a record date to\nbe established for voting on the Proposed Business Combination and other matters described in the Registration Statement. This document\ndoes not contain all the information that should be considered concerning the Proposed Business Combination and is not a substitute for\nthe Registration Statement, Proxy Statement or for any other document that SVIII has filed or may file with the SEC. Before making any\ninvestment or voting decision, investors and security holders of SVIII and the Company are urged to read the Registration Statement and\nthe Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with\nthe SEC in connection with the Proposed Business Combination as they become available because they will contain important information\nabout the Company, SVIII and the Proposed Business Combination. Investors and security holders are able to obtain free copies of the Registration\nStatement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by SVIII through the website\nmaintained by the SEC at www.sec.gov. In addition, the documents filed by SVIII may be obtained free of charge from SVIII’s website\nat https://sv-ac.com or by directing a request to Spring Valley Acquisition Corp. III, Attn: Corporate Secretary, 4030 Maple Avenue, Suite\n500, Dallas, Texas 75219. The information contained on, or that may be accessed through, the websites referenced in this document is not\nincorporated by reference into, and is not a part of, this document.\n\n \n\n**Participants in the Solicitation**\n\n** **\n\nThe Company, SVIII and their\nrespective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed\nto be participants in the solicitations of proxies from SVIII’s shareholders in connection with the Proposed Business Combination.\nFor more information about the names, affiliations and interests of SVIII’s directors and executive officers, please refer to the\nfinal prospectus from SVIII’s initial public offering, which was dated September 3, 2025 and filed with the SEC on September 4,\n2025 (the “**IPO Prospectus**”) and the Registration Statement, Proxy Statement and other relevant materials filed\nor to be filed with the SEC in connection with the Proposed Business Combination when they become available. Additional information regarding\nthe participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different\nthan those of SVIII’s shareholders generally, will be included in the Registration Statement and the Proxy Statement, when they\nbecome available. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy\nStatement carefully, when they become available, before making any voting or investment decisions. You may obtain free copies of these\ndocuments from the sources indicated above.\n\n** **\n\n****\n\n \n\n \n\n** **\n\n**No Offer or Solicitation**\n\n** **\n\nThis document shall not constitute\na “solicitation” as defined in Section 14 of the Exchange Act. This document shall not constitute an offer to sell or\nexchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent\nor approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or\nsale may be unlawful under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made\nexcept by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements **\n\n** **\n\nCertain statements included\nin this document are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United\nStates Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this document\nare forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances,\nincluding any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements\nby words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”\n“anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,”\n“may,” “target,” “should,” “will,” “would,” “will be,” “will\ncontinue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events\nor trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.\nForward-looking statements include, without limitation, SVIII’s, General Fusion’s, or their respective management teams’\nexpectations concerning the Proposed Business Combination and expected benefits or timing thereof; the outlook for General Fusion’s\nbusiness, including its ability to commercialize magnetized target fusion (“**MTF**”) or any other fusion technology on\nits expected timeline or at all; statements regarding the current and expected results of General Fusion’s Lawson Machine 26 (“**LM26**”)\nprogram; the ability to execute General Fusion’s strategies, including on any expected timeline or anticipated cost basis; projected\nand estimated financial performance; anticipated industry trends; future capital expenditures; government regulation of fusion energy;\nand environmental risks; as well as any information concerning possible or assumed future results of operations of General Fusion. The\nforward-looking statements are based on the current expectations of the respective management teams of SVIII and General Fusion, as applicable,\nand are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future\ndevelopments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other\nassumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking\nstatements. These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may\nnot be completed in a timely manner or at all, which may adversely affect the price of SVIII’s securities; (ii) the failure\nto satisfy the conditions to the consummation of the Proposed Business Combination, including the adoption of the Business Combination\nAgreement by the shareholders of SVIII and the receipt of regulatory approvals; (iii) market risks; (iv) the occurrence of any\nevent, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (v) the effect\nof the announcement or pendency of the Proposed Business Combination on General Fusion’s business relationships, performance, and\nbusiness generally; (vi) risks that the Proposed Business Combination disrupts current plans of General Fusion and potential difficulties\nin its employee retention as a result of the Proposed Business Combination; (vii) the outcome of any legal proceedings that may be\ninstituted against General Fusion or SVIII related to the Business Combination Agreement or the Proposed Business Combination; (viii) failure\nto realize the anticipated benefits of the Proposed Business Combination; (ix) the inability to maintain the listing of SVIII’s\nsecurities or to meet listing requirements and maintain the listing of the combined company’s securities on Nasdaq; (x) the\nrisk that the Proposed Business Combination may not be completed by SVIII’s business combination deadline and the potential failure\nto obtain an extension of the business combination deadline if sought by SVIII; (xi) the risk that the price of the combined company’s\nsecurities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, national\nsecurity tensions, and macro-economic and social environments affecting its business; (xii) laws and regulations governing General\nFusion’s research and development activities, and changes in such laws and regulations; (xiii) any failure to commercialize\nMTF on the expected timeline or at all, including any failure to achieve the objectives of the LM26 program; (xiv) environmental\nregulations and legislation; (xv) the effects of climate change, extreme weather events, water scarcity, and seismic events, and\nthe effectiveness of strategies to deal with these issues; (xvi) fluctuations in currency markets; (xvii) General Fusion’s\nability to complete and successfully integrate any future acquisitions; (xviii) increased competition in the fusion industry; (xix) limited\nsupply of materials and supply chain disruptions; and (xx) the risk that  the proposed private placement of convertible preferred\nshares and warrants by General Fusion (the “**PIPE Financing**”) may not be completed, or that other capital needed by\nthe combined company may not be raised on favorable terms, or at all, including as a result of the restrictions agreed to in connection\nwith the PIPE Financing. The foregoing list is not exhaustive, and there may be additional risks that neither SVIII nor General Fusion\npresently know or that SVIII and General Fusion currently believe are immaterial. You should carefully consider the foregoing factors,\nany other factors discussed in this document and the other risks and uncertainties described in the “Risk Factors” section\nof the IPO Prospectus and the risks described in the Registration Statement, which includes a preliminary proxy statement/prospectus,\nor to be described in any amendment or supplement thereto; and those discussed and identified in filings made with the SEC by SVIII from\ntime to time. General Fusion and SVIII caution you against placing undue reliance on forward-looking statements, which reflect current\nbeliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements\nset forth in this document speak only as of the date of this document. Neither General Fusion nor SVIII undertakes any obligation to revise\nforward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking\nstatement is updated, no inference should be made that General Fusion or SVIII will make additional updates with respect to that statement,\nrelated matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that\ncould cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may\nappear, up to the consummation of the Proposed Business Combination, in SVIII’s public filings with the SEC, which are or will be\n(as applicable) accessible at www.sec.gov, and which you are advised to review carefully."}