0001104659-26-024740
SEC filingSpring Valley Acquisition Corp. III (SVAC) is a blank check company that completed its initial public offering (IPO) on September 5, 2025, raising gross proceeds of $230.0 million. For the fiscal year ended December 31, 2025, the company reported a net income of $2.4 million, primarily driven by $2.8 million in interest earned on investments held in its Trust Account. This was offset by a loss from operations of $450K, consisting solely of general and administrative expenses. The company has not generated any operating revenues. As of December 31, 2025, total assets were $233.7 million, predominantly consisting of $232.8 million in investments held in the Trust Account and $851K in current assets. Total liabilities were $9.3 million, including a $9.2 million deferred underwriting fee. The company has entered into a definitive Business Combination Agreement with General Fusion Inc., with a target closing date by August 31, 2026, aiming to create a public company valued at approximately $600 million.
For the fiscal year ended December 31, 2025, Spring Valley Acquisition Corp. III reported a net income of $2.4 million. This result was driven entirely by non-operating income, specifically $2.8 million in interest earned on marketable securities held in the company's Trust Account. The company incurred a loss from operations of $450K, attributed to general and administrative expenses. As a blank check company with no commercial operations, it generated zero operating revenue during the period. The company's activities from its inception on March 12, 2025, through year-end were organizational, related to preparing for its IPO, and identifying a target for a business combination. The basic and diluted net income per share was $0.00, as the income was attributable to the accretion of the Trust Account, not to the shares outstanding.
The company has not generated any operating revenues. Its financial activity is limited to interest income from the Trust Account, which held $232.8 million in investments as of December 31, 2025. The Trust Account was funded with $230.0 million from the net proceeds of the IPO and a portion of the proceeds from the sale of Private Placement Warrants. The funds are invested in U.S. government treasury bills with a maturity of 185 days or less, money market funds investing solely in U.S. Treasuries, or interest-bearing bank accounts. The company does not expect to generate operating revenues until after the completion of a business combination.
With no revenue, traditional margin analysis is not applicable. The company's profitability for the period, a net income of $2.4 million, was solely a function of its interest income exceeding its operating costs. The operating loss of $450K reflects the costs of being a public company, including legal, financial reporting, accounting, auditing compliance, and due diligence expenses. The cost structure is expected to remain focused on administrative and transaction-related expenses until a business combination is completed.
Net cash used in operating activities was $498K for the period. Net cash used in investing activities was $230.0M, reflecting the investment of cash into the Trust Account. Net cash provided by financing activities was $231.2M, primarily from the IPO proceeds of $225.4M (net of underwriting discounts) and $6.3M from the sale of Private Placement Warrants. The net change in cash and cash equivalents was an increase of $750K. The balance sheet is characterized by a high concentration of assets in the Trust Account ($232.8M). Total current assets were $851K, including cash and cash equivalents of $750K. Total liabilities were $9.3M, the largest component being a deferred underwriting fee payable of $9.2M. Total shareholders' deficit was $8.3M.
The company's primary forward-looking event is the proposed business combination with General Fusion Inc., announced on January 21, 2026. The transaction is subject to customary closing conditions, including shareholder and regulatory approvals, with an outside termination date of August 31, 2026. The combined company is expected to have a valuation of approximately $600 million. Concurrently, the company has entered into subscription agreements for a PIPE financing of approximately $107.7 million. The company must complete a business combination by September 5, 2027 (24 months from its IPO closing), or it will be required to liquidate and dissolve, returning the funds in the Trust Account to public shareholders. Management believes current resources are sufficient to meet operating needs and complete the proposed transaction.