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 (the "Prior Form 8-K"), 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.

On May 12, 2026, SVIII, NewCo and General Fusion entered into Amendment No. 1 to Business Combination Agreement (as the same may be further amended, supplemented or otherwise modified from time to time, the "Amended Business Combination Agreement"). The 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 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 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 Amended Business Combination Agreement.

The description of the Business Combination does not purport to be complete and is qualified in its entirety by reference to the 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.