Filed by Spring
Valley Acquisition Corp. III
pursuant to Rule 425
under the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company:
Spring Valley Acquisition Corp. III
Commission File
No. 001-42822
Subject Company:
General Fusion Inc.
Date: April 28,
2026
This filing relates to the proposed
transactions pursuant to the terms of that certain Business Combination Agreement, dated January 21, 2026 (the “Business Combination
Agreement”), among Spring Valley Acquisition Corp. III, an exempted company limited by shares incorporated under the Laws of the
Cayman Islands (“SVAC”); General Fusion Inc., a British Columbia limited company (“General Fusion” or the “Company”),
and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo”), pursuant to which, among other things, (i) SVAC
will continue from the Cayman Islands to British Columbia, (ii) NewCo will amalgamate with and into General Fusion (the “Amalgamation”),
with NewCo surviving the Amalgamation as a wholly-owned subsidiary of SVAC, 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 (iii) SVAC will change its name to “General Fusion Group Ltd.”
On April 28,
2026, General Fusion posted the following communication on its LinkedIn and X accounts:
Our Chief Strategy Officer @ Megan Wilson
sat down with @ Washington Post reporter @ Kathryn Clay for an interview about why now is the right time for fusion to enter the public
markets.
“We think our path to a commercial
design is much more straightforward than other kind of more academic approaches,” Megan said. “We don’t use huge magnets,
and we don’t rely on specialty lasers, and we’re using only well-known materials. It all adds up to what we think is a machine
that will provide electricity at a highly competitive cost.”
Read more: The WPI Conversation:
Charting the launch of the first public fusion company - WP Intelligence
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
SVAC filed their joint registration statement on Form F-4 (as amended, the “Registration Statement”) with the U.S. Securities
and Exchange Commission (the “SEC”), which includes a preliminary prospectus with respect to SVAC’s securities to be
issued in connection with the Proposed Business Combination and a preliminary proxy statement in connection with SVAC’s solicitation
of proxies for the vote by SVAC’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, SVAC
plans to file the definitive Proxy Statement with the SEC and to mail copies to SVAC’s shareholders as of a record date to be established
for voting on the Proposed Business Combination. 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
SVAC has filed or may file with the SEC. Before making any investment or voting decision, investors and security holders of SVAC and
General Fusion 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 General Fusion, SVAC 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 SVAC through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed by SVAC may be obtained free of charge from SVAC’s website at https://sv-ac.com or by directing a request to Spring Valley
Acquisition Corp. III, Attn: Corporate Secretary, 2100 McKinney Avenue, Suite 1675, Dallas, Texas 75201. 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
General Fusion,
SVAC 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 SVAC’s shareholders in connection with the Proposed Business
Combination. For more information about the names, affiliations and interests of SVAC’s directors and executive officers, please
refer to the final prospectus from SVAC’s initial public offering, which was dated September 3, 2025 and filed with the SEC
on September 4, 2025 (the “Final 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 SVAC’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 Securities Exchange Act of 1934, as amended. 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 of 1933, as amended,
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, SVAC’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 (“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 SVAC 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 SVAC’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 SVAC 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 SVAC 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 SVAC’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 SVAC’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by SVAC; (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
SVAC nor General Fusion presently know or that SVAC 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 Final 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 SVAC from time to time. General Fusion and SVAC 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 SVAC 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 SVAC 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 SVAC’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.
