General Fusion Group Ltd 8-K, filed Jun 8, 2026
General Fusion Group Ltd. (GFUZ)
About this 8-K
General Fusion Group Ltd filed this 8-K on June 8, 2026, reporting on events of June 3, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
Amended and Restated Business Combination Agreement
As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026, on January 21, 2026, Spring Valley Acquisition Corp. III, an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“SVIII”), entered into a Business Combination Agreement (the “Original Business Combination Agreement”) with General Fusion Inc., a British Columbia limited company (“General Fusion”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination,” the closing of the Business Combination is referred to herein as the “Closing” and the date on which the Closing occurs is referred to herein as the “Closing Date.” In connection with the Closing, it is expected that SVIII will change its name to “General Fusion Inc.” and SVIII is referred to herein as “New SVIII” as of the time following such change of name. Pursuant to the Original Business Combination Agreement, among other things and pursuant to the terms and conditions set forth therein, (1) at least one business day prior to the Closing Date, SVIII will continue from the Cayman Islands to British Columbia (the “SPAC Continuation”), (2) on the Closing Date, NewCo will amalgamate with and into the Company (the “Amalgamation”), with NewCo surviving the Amalgamation as a wholly-owned subsidiary of New SVIII, pursuant to an arrangement under the applicable provisions of the Business Corporations Act (British Columbia) and the plan of arrangement attached as an exhibit to the Business Combination Agreement, and (3) New SVIII will adopt amended and restated articles in substantially the form attached as an exhibit to the Business Combination Agreement.
As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2026, on May 12, 2026, SVIII, NewCo and General Fusion entered into Amendment No. 1 to Business Combination Agreement (the “First Amended Business Combination Agreement”). The First Amended Business Combination Agreement provides, among other things that, (1) the redemption of SPAC Class A Common Shares held by SVIII shareholders who have validly exercised their redemption rights shall occur no later than immediately prior to the SPAC Continuation, (2) the total number of SPAC Common Shares initially reserved for issuance under the SPAC Equity Incentive Plan (as defined in the First Amended Business Combination Agreement) will be equal to fifteen percent (15%) of the SPAC Common Shares outstanding as of immediately following the Closing, and (3) the forms of SPAC Closing Articles and Plan of Arrangement (in each case, as defined in the First Amended Business Combination Agreement), which are attached as exhibits to the Business Combination Agreement, will be replaced for new forms of each and will be attached as exhibits to the First Amended Business Combination Agreement.
On June 3, 2026, SVIII, NewCo and General Fusion entered into Amendment No. 2 to Business Combination Agreement (as the same may be further amended, supplemented or otherwise modified from time to time, the “Second Amended Business Combination Agreement”). The Second Amended Business Combination Agreement provides, among other things, that the Company SAFE Holders will be entitled to vote on the Arrangement Resolution (in each case, as defined in the Second Amended Business Combination Agreement) in connection with the Plan of Arrangement.
The description of the Business Combination does not purport to be complete and is qualified in its entirety by reference to the Second Amended Business Combination Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K (this “Form 8-K”). SVIII shareholders, warrant holders and other interested parties are urged to read such agreements in their entirety. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Amended Business Combination Agreement.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Business Combination Agreement (the “Proposed Business Combination”), the Company and SVIII filed their joint registration statement on Form F-4 (File No. 333-293688) (as amended, the “Registration Statement”) with the SEC, which includes a preliminary prospectus with respect to SVIII’s securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement in connection with SVIII’s solicitation of proxies for the vote by SVIII’s shareholders with respect to the Proposed Business Combination and other matters to be described in the Registration Statement (the “Proxy Statement”). After the SEC declares the Registration Statement effective, SVIII plans to file the definitive Proxy Statement with the SEC and to mail copies to SVIII’s shareholders as of a record date to be established for voting on the Proposed Business Combination and other matters described in the Registration Statement. This document does not contain all the information that should be considered concerning the Proposed Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other document that SVIII has filed or may file with the SEC. Before making any investment or voting decision, investors and security holders of SVIII and the Company are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Proposed Business Combination as they become available because they will contain important information about the Company, SVIII and the Proposed Business Combination. Investors and security holders are able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by SVIII through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by SVIII may be obtained free of charge from SVIII’s website at https://sv-ac.com or by directing a request to Spring Valley Acquisition Corp. III, Attn: Corporate Secretary, 4030 Maple Avenue, Suite 500, Dallas, Texas 75219. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.
Participants in the Solicitation
The Company, SVIII and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitations of proxies from SVIII’s shareholders in connection with the Proposed Business Combination. For more information about the names, affiliations and interests of SVIII’s directors and executive officers, please refer to the final prospectus from SVIII’s initial public offering, which was dated September 3, 2025 and filed with the SEC on September 4, 2025 (the “IPO Prospectus”) and the Registration Statement, Proxy Statement and other relevant materials filed or to be filed with the SEC in connection with the Proposed Business Combination when they become available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of SVIII’s shareholders generally, will be included in the Registration Statement and the Proxy Statement, when they become available. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully, when they become available, before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This document shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act. This document shall not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this document are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this document are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or 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. Forward-looking statements include, without limitation, SVIII’s, General Fusion’s, or their respective management teams’ expectations concerning the Proposed Business Combination and expected benefits or timing thereof; the outlook for General Fusion’s business, including its ability to commercialize magnetized target fusion (“MTF”) or any other fusion technology on its expected timeline or at all; statements regarding the current and expected results of General Fusion’s Lawson Machine 26 (“LM26”) program; the ability to execute General Fusion’s strategies, including on any expected timeline or anticipated cost basis; projected and estimated financial performance; anticipated industry trends; future capital expenditures; government regulation of fusion energy; and environmental risks; as well as any information concerning possible or assumed future results of operations of General Fusion. The forward-looking statements are based on the current expectations of the respective management teams of SVIII and General Fusion, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SVIII’s securities; (ii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including the adoption of the Business Combination Agreement by the shareholders of SVIII and the receipt of regulatory approvals; (iii) market risks; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (v) the effect of the announcement or pendency of the Proposed Business Combination on General Fusion’s business relationships, performance, and business generally; (vi) risks that the Proposed Business Combination disrupts current plans of General Fusion and potential difficulties in its employee retention as a result of the Proposed Business Combination; (vii) the outcome of any legal proceedings that may be instituted against General Fusion or SVIII related to the Business Combination Agreement or the Proposed Business Combination; (viii) failure to realize the anticipated benefits of the Proposed Business Combination; (ix) the inability to maintain the listing of SVIII’s securities or to meet listing requirements and maintain the listing of the combined company’s securities on Nasdaq; (x) the risk that the Proposed Business Combination may not be completed by SVIII’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SVIII; (xi) the risk that the price of the combined company’s securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, national security tensions, and macro-economic and social environments affecting its business; (xii) laws and regulations governing General Fusion’s research and development activities, and changes in such laws and regulations; (xiii) any failure to commercialize MTF on the expected timeline or at all, including any failure to achieve the objectives of the LM26 program; (xiv) environmental regulations and legislation; (xv) the effects of climate change, extreme weather events, water scarcity, and seismic events, and the effectiveness of strategies to deal with these issues; (xvi) fluctuations in currency markets; (xvii) General Fusion’s ability to complete and successfully integrate any future acquisitions; (xviii) increased competition in the fusion industry; (xix) limited supply of materials and supply chain disruptions; and (xx) the risk that the proposed private placement of convertible preferred shares and warrants by General Fusion (the “PIPE Financing”) may not be completed, or that other capital needed by the combined company may not be raised on favorable terms, or at all, including as a result of the restrictions agreed to in connection with the PIPE Financing. The foregoing list is not exhaustive, and there may be additional risks that neither SVIII nor General Fusion presently know or that SVIII and General Fusion currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this document and the other risks and uncertainties described in the “Risk Factors” section of the IPO Prospectus and the risks described in the Registration Statement, which includes a preliminary proxy statement/prospectus, or to be described in any amendment or supplement thereto; and those discussed and identified in filings made with the SEC by SVIII from time to time. General Fusion and SVIII caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this document speak only as of the date of this document. Neither General Fusion nor SVIII undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that General Fusion or SVIII will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Proposed Business Combination, in SVIII’s public filings with the SEC, which are or will be (as applicable) accessible at www.sec.gov, and which you are advised to review carefully.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Amendment No. 2 to Business Combination Agreement, dated June 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPRING VALLEY ACQUISITION CORP. III | ||
| By: | /s/ Christopher Sorrells | |
| Name: | Christopher Sorrells | |
| Title: | Chief Executive Officer and Chairman | |
| Dated: June 8, 2026 | ||
Exhibit 2.1
AMENDMENT NO. 2 TO
BUSINESS COMBINATION AGREEMENT
by and among
SPRING VALLEY ACQUISITION CORP. III,
GENERAL FUSION INC.,
and
1573562 B.C. Ltd.
Dated as of June 3, 2026
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT, dated as of June 3, 2026 (this “Amending Agreement”), by and among Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), General Fusion Inc., a British Columbia limited company (the “Company”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo” and together with SPAC and the Company, the “Parties”).
Recitals
| A. | The Parties entered into a Business Combination Agreement dated as of January 1, 2026 (the “Business Combination Agreement”), as amended on May 12, 2026. |
| B. | The Parties wish to enter into this Amending Agreement to provide for the extension of voting rights for the Company SAFE Holders at the Company Securityholders Meeting and to make certain other amendments to the Business Combination Agreement as set out herein. |
Agreement
In consideration of the foregoing and the mutual covenants and agreements herein contained, the Parties hereby agree as follows:
Article 1
AMENDMENTS
| 1.01 | Definitions |
Unless amended herein, terms defined in the Business Combination Agreement shall have the same meanings when used in this Amending Agreement.
| (a) | Section 1.01 of the Business Combination Agreement is amended by deleting the definition of “Company Required Approval” in its entirety and replacing it with the following: |
““Company Required Approval” means (i) the approval by not less than two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Company Shareholders, voting as a single, as-converted class, present in person or represented by proxy at the Company Securityholders Meeting, and (ii) the approval by not less than two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Company Securityholders, voting as a single, as-converted, as-exercised class, present in person or represented by proxy at the Company Securityholders Meeting, all in accordance with the organizational documents of the Company 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.”
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| (b) | Section 1.01 of the Business Combination Agreement is amended by addition of the following definition immediately following the defined term “Company Required Approval”: |
““Company SAFE Holders” means, at any time, the holders of SAFEs, and “Company SAFE Holder” means any one of them.”
| (c) | Section 1.01 of the Business Combination Agreement is amended by deleting the definition of “Company Affected Securityholders” in its entirety and replacing it with the following: |
““Company Securityholders” means collectively, the Company Shareholders, the Company Warrant Holders, the Company Optionholders and the Company SAFE Holders.”
| (d) | Section 1.01 of the Business Combination Agreement is amended by deleting the definition of “Transactions” in its entirety and replacing it with the following: |
““Transactions” means the SPAC Continuation, the Company Preferred Conversion, the Company SAFE Conversion, the Amalgamation, the PIPE Financing, the Plan of Arrangement, and the other transactions contemplated by this Agreement and the Transaction Documents.”
| (e) | Section 7.01(i) of the Business Combination Agreement is deleted in its entirety. |
| 1.02 | Recitals |
Recitals to the Business Combination Agreement be amended as follows:
| (a) | Recital T is deleted in its entirety and replaced with the following: |
| “T. | The Parties intend to complete the Company Preferred Conversion, the Company SAFE Conversion, and the Amalgamation pursuant to the Plan of Arrangement.” |
| 1.03 | Allocation Schedule |
Section 2.08(c) of the Business Combination Agreement is amended by deleting Section 2.07 in its entirety and replacing it with the following:
| “(c) | To the extent SPAC elects to appoint an Exchange Agent: (i) the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, a letter of transmittal to the Company Shareholders to be used for the purpose of surrendering the Company Certificates and any other such Equity Interests in book-entry form for the applicable consideration hereunder; and (ii) SPAC shall deposit, or cause to be deposited, on the Closing Date for the benefit of such Persons and for exchange in accordance with this Section 2.08(c) through the Exchange Agent, evidence of SPAC Common Shares in book-entry form (and, if applicable, SPAC Exchange Warrants and SPAC PIPE Warrants) representing the portion of the consideration issuable hereunder to such holders.” |
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| 1.04 | Entire Agreement |
Section 9.04 of the Business Combination Agreement is amended by deleting Section 9.04 in its entirety and replacing it with the following:
“9.04 Entire Agreement; Assignment
This Agreement, as amended by Amendment No. 1 dated May 12, 2026 and by Amendment No. 2 dated June 3, 2026, and the Ancillary Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede, except as set forth in Section 6.04(b), all prior and contemporaneous agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof, except for the Confidentiality Agreement. No Party shall assign, grant or otherwise transfer the benefit of the whole or any part of this Agreement or any of the rights hereunder (whether pursuant to a merger, by operation of Law or otherwise) to any Person (other than another Party by operation of Law pursuant to the Amalgamation) without the prior express written consent of the other Parties.”
| 1.05 | Plan of Arrangement |
The Plan of Arrangement attached as Exhibit C to the Business Combination Agreement is deleted in its entirety and replaced with the Plan of Arrangement attached as Exhibit A hereto.
Article 2
GENERAL
| 2.01 | General Provisions |
The general provisions in Article 9 of the Business Combination Agreement, as amended by this Amending Agreement, shall be incorporated by reference into this Amending Agreement and shall form an integral part of this Amending Agreement.
| 2.02 | Governing Law |
This Amending Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the state or federal courts of the Province of British Columbia in respect of all matters arising under and in relation to this Amending Agreement and the Business Combination.
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| 2.03 | Counterparts |
This Amending Agreement may be executed and delivered (including executed manually or electronically via DocuSign or other similar services and delivered by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Signature Page Follows.]
SPAC, NewCo and the Company have caused this Amending Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| SPRING VALLEY ACQUISITION CORP. III | ||
| By: | /s/ Christopher Sorrells | |
| Name: | Christopher Sorrells | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 2 to Business Combination Agreement]
| 1573562 B.C. Ltd. | ||
| By: | /s/ Christopher Sorrells | |
| Name: | Christopher Sorrells | |
| Title: | Director | |
[Signature Page to Amendment No. 2 to Business Combination Agreement]
| GENERAL FUSION INC. | ||
| By: | /s/ Greg Twinney | |
| Name: | Greg Twinney | |
| Title: | Chief Executive Officer | |