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: February 3, 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 (“SVIII”); General Fusion Inc., a British Columbia limited
company (“General Fusion”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo”),
pursuant to which, among other things, (i) SVIII 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 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 (iii) SVIII will change its name to “General
Fusion Inc.”
On February 3, 2026, General Fusion posted
the following communication on its LinkedIn and X accounts:
“Fusion is the energy of the future, and it’s happening now,” General Fusion CEO @ Greg Twinney
said.
Read @ Bloomberg’s interview with Greg about our path to becoming
the first publicly traded pure-play fusion company: General Fusion Agrees to Go Public Via $1 Billion SPAC Deal - Bloomberg
On February 3, 2026, General Fusion posted
the following communication on its LinkedIn and X accounts:
Our CEO @ Greg Twinney spoke with the @ Wall Street Journal about why
we’re choosing to take the public path now, and what it means for General Fusion.
“The capital that we're raising through this transaction is going
to allow us to achieve those milestones with LM26 over the next few years, which will launch us into the commercialization phase in a
first-of-a-kind power plant in the mid 2030s,” Twinney said.
Read the full coverage here: General Fusion Intends to Go
Public
Additional Information and Where to Find It
In connection with the transactions contemplated
by the Business Combination Agreement (the “Business Combination”), SVIII intends to file with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form F-4 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Securities Act”), which will include a prospectus with respect to
SVIII’s securities to be issued in connection with the proposed Business Combination and a proxy statement to be distributed to
holders of SVIII’s Class A ordinary shares 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 to be 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 may file with the SEC. Before making any investment or voting decision, investors and securityholders
of SVIII 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, SVIII and the proposed Business Combination.
Investors and securityholders will be 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 www.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, 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.
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 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, SVIII’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 26 (“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 SVIII 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 SVIII’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 SVIII 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 SVIII 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 SVIII’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 SVIII’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by SVIII; (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 SVIII nor General Fusion
presently know or that SVIII 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 IPO Prospectus and the risks to be described in the Registration Statement; and those discussed and identified in filings made
with the SEC by SVIII from time to time. General Fusion and SVIII 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 SVIII 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 SVIII 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 SVIII’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.
