Material Agreement (Form 8-K)

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.