07/14/2026 | Press release | Distributed by Public on 07/14/2026 14:09
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Shares(3) | (4) | 07/10/2026 | E | 1,000,000 | (4) | (4) | Class A Common Shares | 1,000,000 | $ 0 | 6,546,667 | I(2) | See Footnote | |||
| Class B Common Shares(3) | (4) | 07/10/2026 | J | 1,250,000 | (4) | (4) | Class A Common Shares | 1,250,000 | $ 0 | 5,296,667 | I(2) | See Footnote | |||
| Class B Common Shares(3) | (5) | 07/10/2026 | C | 5,296,667 | (5) | (5) | Class A Common Shares | 5,296,667 | $ 0 | 0 | I(2) | See Footnote | |||
| Class A Earnout Shares | (6) | 07/10/2026 | E | 333,334 | (6) | (6) | Common Shares | 333,334 | $ 0 | 333,334(1) | I(2) | See Footnote | |||
| Class B Earnout Shares | (7) | 07/10/2026 | E | 333,333 | (7) | (7) | Common Shares | 333,333 | $ 0 | 333,333(1) | I(2) | See Footnote | |||
| Class C Earnout Shares | (8) | 07/10/2026 | E | 333,333 | (8) | (8) | Common Shares | 333,333 | $ 0 | 333,333(1) | I(2) | See Footnote | |||
| Warrants (right to buy) | $11.5 | 07/10/2026 | A | 1,666,667 | 08/09/2026 | 07/10/2033 | Common Shares | 1,666,667 | $0.9(9) | 1,666,667(1) | I(2) | See Footnotes | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Sorrells Christopher Dixon 6020 RUSS BAKER WAY RICHMOND V7B 1B4 |
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| /s/ Griffin D. Foster, as attorney-in-fact for Christopher Sorrells | 07/14/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Following the closing of the business combination between the issuer and General Fusion Inc. (the "Closing"), Mr. Sorrells no longer has beneficial ownership of the securities owned by Spring Valley Acquisition III Sponsor, LLC (the "Sponsor"). |
| (2) | The Sponsor is the record holder of the shares reported herein. Mr. Sorrells was the managing member of the Sponsor prior to the Closing. |
| (3) | As described in the issuer's registration statement on Form F-4 (File No. 333-293688) (the "Registration Statement"), in connection with the Closing, the issuer continued from the Cayman Islands to British Columbia, resulting in the conversion of all Class B ordinary shares of the issuer, a Cayman Islands exempted corporation, into Class B common shares of the issuer, a British Columbia limited company (the "Continuation"). |
| (4) | As described in the Registration Statement, in connection with the Closing, the Sponsor (i) transferred 1,250,000 Class B common shares to certain investors in the issuer's simple agreements for future equity, and (ii) forfeited 1,000,000 Class B common shares (the "Forfeiture"). In connection with the Forfeiture, the Sponsor received 333,334 Class A Earnout Shares, 333,333 Class B Earnout Shares and 333,333 Class C Earnout Shares from the issuer. |
| (5) | As described in the Registration Statement, following the Continuation, the Class B common shares of the issuer automatically converted into Class A common shares of the issuer on a one-for-one-basis, after which the Class A common shares were re-designated as common shares of the issuer. |
| (6) | If at any time during the period following the Closing and expiring on the fifth anniversary of the Closing (the "Earnout Period"), for any 20 trading days within a period of 30 consecutive trading days (the "Measurement Period"), the volume-weighted average price of the issuer's common shares (the "VWAP") exceeds $15.00, then the Class A Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis. |
| (7) | If at any time during the Earnout Period, the VWAP exceeds $20.00 during any Measurement Period, then the Class B Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis. |
| (8) | If at any time during the Earnout Period, the VWAP exceeds $25.00 during any Measurement Period, then the Class C Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis. |
| (9) | In connection with the Closing, the Sponsor elected to convert a working capital loan with a principal amount of $1,500,000 into warrants to purchase 1,666,667 of the issuer's common shares. |
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Remarks: Exhibit List: Exhibit 24-Power of Attorney |
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