General Fusion Inc., the Canadian magnetized target fusion energy company, has completed its business combination with Spring Valley Acquisition Corp. III (Nasdaq: SV), a U.S.-listed special purpose acquisition company. The transaction closed on July 10, 2026, with the combined entity — General Fusion Group Ltd. — expected to begin trading on Nasdaq under the ticker symbols GFUZ (common shares) and GFUZW (warrants) on July 13, 2026.

The transaction was originally announced in January 2026 with a projected pro forma equity value of approximately $1 billion for the combined company. At closing, the enterprise value was reported at approximately $724 million, reflecting SPAC shareholder redemptions and the final financing mix. General Fusion entered the public markets with approximately $150 million in cash, which the company intends to deploy toward its Magnetized Target Fusion technology program and the technical milestones of its Lawson Machine 26 program.

By completing this transaction, General Fusion becomes what it describes as the world's first publicly traded pure-play fusion energy company.

This transaction is a de-SPAC business combination — a reverse merger structure in which a private operating company merges with a publicly listed SPAC to achieve a Nasdaq listing without conducting a traditional IPO. The cross-border complexity of this particular transaction is notable.

1. Spring Valley Continuation from Cayman Islands to British Columbia Spring Valley Acquisition Corp. III was incorporated in the Cayman Islands — the standard domicile for U.S.-listed SPACs. As part of the transaction, Spring Valley was continued (re-domiciled) from the Cayman Islands to British Columbia, Canada, aligning the surviving public entity's jurisdiction with General Fusion's Canadian operational base. This continuation required Cayman Islands court approval and compliance with British Columbia corporate law, in addition to SEC disclosure.

2. Merger of a Project Entity with General Fusion A newly formed merger subsidiary was merged with and into General Fusion Inc., with General Fusion surviving as a wholly owned subsidiary of the combined public company.

3. Rename to General Fusion Group Ltd. Following the merger, Spring Valley was renamed General Fusion Group Ltd., which is the entity that will trade on Nasdaq.

4. SEC Registration and Proxy/Prospectus Process The transaction required the filing of a registration statement on Form F-4 (or S-4) with the SEC, incorporating a proxy statement for Spring Valley shareholders and a prospectus for the issuance of General Fusion Group shares. The SEC review process for de-SPAC transactions has become increasingly rigorous following the SEC's 2022 and 2024 rulemaking on SPAC disclosures, requiring enhanced risk factor disclosure, projections scrutiny, and underwriter liability analysis.

5. Shareholder Approvals Both Spring Valley shareholders (voting on the business combination) and General Fusion shareholders (approving the transaction) provided the required approvals.

6. Nasdaq Listing Conditions The combined company was required to satisfy Nasdaq's initial listing standards, including minimum bid price, market value of listed securities, and corporate governance requirements, as conditions to the closing.

De-SPAC transactions of this type typically combine three capital sources:

SPAC Trust Proceeds Spring Valley held cash in trust from its IPO, available to fund the business combination to the extent shareholders did not exercise redemption rights. In this transaction, as is common in the current SPAC market, a significant portion of SPAC shareholders exercised their redemption rights — exchanging their shares for the trust value (approximately $10.00 per share plus interest) rather than holding shares in the combined company. This redemption dynamic reduced the cash available from the SPAC trust.

PIPE (Private Investment in Public Equity) To offset redemptions and ensure sufficient closing cash, General Fusion secured a PIPE — a concurrent private placement of shares to institutional investors at the time of the business combination closing. PIPE investors typically receive shares at a negotiated price (often at or near the $10.00 SPAC reference price) and are subject to lock-up restrictions.

Existing General Fusion Equity Rollover General Fusion's existing shareholders — including institutional investors, strategic partners, and early-stage backers — rolled their equity into the combined public company, receiving General Fusion Group Ltd. shares in exchange for their General Fusion Inc. shares.

The net result: approximately $150 million in cash at closing, against an enterprise value of approximately $724 million — implying that the majority of the combined company's value is attributed to the fusion technology platform and future commercial potential rather than current cash or revenue.

General Fusion is developing Magnetized Target Fusion (MTF) — a fusion approach that uses a liquid metal liner to compress a magnetized plasma to fusion conditions. MTF is positioned as a potentially lower-cost path to commercial fusion energy compared to tokamak-based approaches (such as those pursued by ITER or Commonwealth Fusion Systems), because it uses pulsed compression rather than continuous magnetic confinement.

The company's current flagship program is Lawson Machine 26 (LM26), named after the Lawson criterion — the physics threshold that plasma must exceed to achieve net energy gain from fusion. LM26 is designed to demonstrate the scientific feasibility of General Fusion's approach by achieving plasma conditions consistent with the Lawson criterion.

The decision to access public capital markets through a SPAC at this stage reflects several strategic considerations:

Capital Requirements for Deep-Tech Development Fusion energy development requires sustained, large-scale capital investment over multi-year timelines before any commercial revenue is generated. Public markets — particularly for a company that can position itself as the first publicly traded fusion pure-play — offer access to a broader and potentially deeper capital pool than private venture or strategic investors alone.

Market Timing and Fusion Energy Momentum The fusion energy sector has attracted significant investor attention following milestone achievements by private fusion companies and increased government support (including the U.S. Department of Energy's fusion energy programs and the UK's STEP program). General Fusion's management likely judged that the current market environment — despite SPAC market headwinds — offered a favorable window for a public listing.

Liquidity for Existing Investors A public listing provides liquidity for General Fusion's existing investors, including institutional backers who have supported the company through multiple private financing rounds.

General Fusion's own risk disclosures — as required in the SEC registration statement — explicitly acknowledge:

• The fusion technology may never be successfully commercialized
• The company may never generate revenue
• Additional capital will be required beyond the proceeds of this transaction
• The timeline to commercial fusion power is highly uncertain

These disclosures are standard for pre-revenue deep-tech companies accessing public markets, but they are material to any investor or counterparty assessment of the company.

As a Nasdaq-listed public company, General Fusion Group Ltd. will be subject to ongoing U.S. capital markets obligations, including:

• Annual reports on Form 20-F (as a foreign private issuer, if eligible) or Form 10-K
• Quarterly earnings releases and investor communications
• Current reports on Form 6-K or 8-K for material events
• Proxy statements for annual shareholder meetings
• Nasdaq continued listing standards — including minimum bid price ($1.00), market value of listed securities, and corporate governance requirements
• Section 16 reporting for officers, directors, and 10%+ shareholders
• Regulation FD compliance for material non-public information

The company will also need to manage the warrant overhang — the GFUZW warrants issued to SPAC investors, which are typically exercisable at $11.50 per share and represent potential dilution to common shareholders if exercised.

For practitioners advising on cross-border de-SPAC transactions, this transaction illustrates several structuring and execution considerations:

1. Jurisdiction selection for the surviving public entity: The choice to continue Spring Valley from Cayman Islands to British Columbia — rather than redomiciling to Delaware or another U.S. state — reflects the operational and regulatory logic of aligning the public company's domicile with the operating company's home jurisdiction. British Columbia corporate law (under the Business Corporations Act) is well-developed and familiar to Canadian institutional investors, but practitioners must carefully analyze the interaction between BC corporate law, Nasdaq listing requirements, and SEC disclosure obligations

2. Redemption risk management: High SPAC redemption rates have been the defining challenge of the de-SPAC market since 2022. Transactions that close with insufficient cash — below the minimum cash condition — either fail or require last-minute PIPE upsizes. Practitioners should build conservative redemption assumptions into deal structuring and ensure the minimum cash condition is set at a level that genuinely reflects the operating company's near-term capital needs

3. SEC de-SPAC disclosure requirements: Following the SEC's enhanced SPAC rules (effective January 2024), de-SPAC registration statements must include enhanced projections disclosure, a fairness determination, and identification of any party that could be deemed an underwriter of the de-SPAC transaction. These requirements add complexity and timeline to the SEC review process

4. Warrant accounting and dilution: SPAC warrants classified as liabilities (rather than equity) under ASC 815 create mark-to-market volatility in the combined company's financial statements. Practitioners should advise clients on warrant accounting treatment early in the structuring process

5. Lock-up and registration rights: PIPE investors and rolling equity holders typically receive registration rights requiring the combined company to file a resale registration statement within 30–45 days of closing. Managing the timing of these registrations — and the associated market impact — is a key post-closing capital markets task

A review of KAP (Public Disclosure Platform) disclosures for the current period shows no new filings in the categories of "Merger, Demerger, Division," "Tender Offer," or "Squeeze-Out Rights" with direct relevance to this transaction. No new material Turkish capital markets transaction requiring separate disclosure was identified in this monitoring period.

Turkish energy companies, infrastructure investors, and institutional investors with exposure to clean energy and deep-tech sectors should monitor General Fusion Group Ltd.'s post-listing disclosures on Nasdaq (GFUZ) for developments relevant to the fusion energy investment thesis.

This briefing is prepared by ULF New York Consulting Inc. for informational purposes only and does not constitute legal advice. For advice on specific transactions, please contact our M&A practice.