Spring Valley Acquisition Corp. III Sample Contracts
REGISTRATION RIGHTS AGREEMENT1Registration Rights Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and between Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition III Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC (“CCM”), and Clear Street LLC (“Clear Street,” together with CCM, the “Representatives”), and the other undersigned parties listed under Holders on the signature page hereto (the Sponsor, the Representatives, such other parties, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENTPrivate Placement Warrant Subscription Agreement • September 8th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT, dated as of September 3, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
UNDERWRITING AGREEMENT Between SPRING VALLEY ACQUISITION CORP. III and COHEN AND COMPANY CAPITAL MARKETS, A DIVISION COHEN & COMPANY SECURITIES, LLC, as Representative of the Underwriters Dated: [·], 2025Underwriting Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
The undersigned, Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
INDEMNITY AGREEMENTIndemnification Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
(1)SPRING VALLEY ACQUISITION CORP. III, an exempted company incorporated under the laws of the Cayman Islands, 2100 McKinney Avenue, Suite 1675, Dallas, Texas 75201, United States of America (the “Company”); and
FORM OF PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT BETWEEN SPRING VALLEY ACQUISITION CORP. III AND THE UNDERWRITERSPrivate Placement Warrant Subscription Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT, dated as of [•], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and [●] (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT by and among SPRING VALLEY ACQUISITION CORP. III, GENERAL FUSION INC., and 1573562 B.C. Ltd. Dated as of January 21, 2026Business Combination Agreement • January 23rd, 2026 • Spring Valley Acquisition Corp. III • Blank checks • British Columbia
BUSINESS COMBINATION AGREEMENT, dated as of January 21, 2026 (this “Agreement”), by and among Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), General Fusion Inc., a British Columbia limited company (the “Company”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo” and together with SPAC and the Company, the “Parties”).
Spring Valley Acquisition Corp. IIIOffice Space and Administrative Support Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Spring Valley Acquisition Corp. III (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Spring Valley Acquisition III Sponsor, LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 2100 McKinney Avenue, Suite 1675, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $30,000 per month on the Effective Date and continuing monthly th
Spring Valley Acquisition Corp. III Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC and Clear Street LLC, as representatives (the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable public warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adj
UNDERWRITING AGREEMENT Between SPRING VALLEY ACQUISITION CORP. III and COHEN AND COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC and CLEAR STREET LLC, as Representatives of the Underwriters Dated: September 3, 2025 UNDERWRITING...Underwriting Agreement • September 8th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
The undersigned, Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), Clear Street LLC (together with CCM, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
LOCK-UP AGREEMENTLock-Up Agreement • January 23rd, 2026 • Spring Valley Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “BCA”), dated as of January 21, 2026, entered into by and among Spring Valley Acquisition Corp. III, a Cayman Islands exempted corporation (including following its continuation from the Cayman Islands to British Columbia, the “Acquiror”), 1573562 B.C. Ltd., a British Columbia limited company and a wholly-owned subsidiary of the Acquiror (“NewCo”), and General Fusion Inc., a British Columbia limited company (the “Company”), pursuant to which, among other things, NewCo shall amalgamate with and into the Company (the “Amalgamation”) to form one corporate entity (the “Amalgamated Company”) except that the legal existence of the Company will not cease and Newco will survive the Amalgamation as the Amalgamated Company (the transactions contemplated by the BCA collectively being the “Business Combination”). Capitalized terms used but not otherwise defined herein
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2026 • Spring Valley Acquisition Corp. III • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among General Fusion Inc., a British Columbia limited company, (formerly known as Spring Valley Acquisition Corp. III, a Cayman Islands exempted corporation) (the “Company”), Spring Valley Acquisition III Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder,” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 8th, 2025 • Spring Valley Acquisition Corp. III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 3, 2025 by and between Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 3, 2025, is made and entered into by and between Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition III Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC (“CCM”), and Clear Street LLC (“Clear Street,” together with CCM, the “Representatives”), and the other undersigned parties listed under Holders on the signature page hereto (the Sponsor, the Representatives, such other parties, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Spring Valley Acquisition Corp. IIISubscription Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
We are pleased to accept the offer [•] (the “Subscriber” or “you”) has made to purchase [•] shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended and to be in effect at the time of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 (the “Registration Statement”) expected to be filed by the Company in connection with the IPO (the “Charter”), Class B Ordinary Shares will automatically convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2026 • Spring Valley Acquisition Corp. III • Blank checks • British Columbia
This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2026, by and among Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), General Fusion Inc., a British Columbia limited company (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
Spring Valley Acquisition Corp. IIIOffice Space and Support Agreement • September 8th, 2025 • Spring Valley Acquisition Corp. III • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Spring Valley Acquisition Corp. III (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Spring Valley Acquisition III Sponsor, LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 2100 McKinney Avenue, Suite 1675, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $30,000 per month on the Effective Date and continuing monthly th
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT by and among SPRING VALLEY ACQUISITION CORP. III, GENERAL FUSION INC., and 1573562 B.C. Ltd. Dated as of May 12, 2026Business Combination Agreement • May 18th, 2026 • Spring Valley Acquisition Corp. III • Electric services • British Columbia
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of May 12, 2026 (this “Amending Agreement”), by and among Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), General Fusion Inc., a British Columbia limited company (the “Company”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo” and together with SPAC and the Company, the “Parties”).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT by and among SPRING VALLEY ACQUISITION CORP. III, GENERAL FUSION INC., and 1573562 B.C. Ltd. Dated as of June 3, 2026Business Combination Agreement • June 8th, 2026 • Spring Valley Acquisition Corp. III • Electric services • British Columbia
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT, dated as of June 3, 2026 (this “Amending Agreement”), by and among Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), General Fusion Inc., a British Columbia limited company (the “Company”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo” and together with SPAC and the Company, the “Parties”).
WARRANT AGREEMENTWarrant Agreement • August 18th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated [·], 2025, is by and between Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
September 3, 2025 Spring Valley Acquisition Corp. III Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 8th, 2025 • Spring Valley Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC and Clear Street LLC, as representatives (the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable public warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adj
WARRANT AGREEMENTWarrant Agreement • September 8th, 2025 • Spring Valley Acquisition Corp. III • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated September 3, 2025, is by and between Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 23rd, 2026 • Spring Valley Acquisition Corp. III • Blank checks • British Columbia
GENERAL FUSION INC., a company organized under the laws of the Province of British Columbia and having a registered and records address 2900 – 550 Burrard Street, Vancouver, British Columbia V6C 0A3
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • January 23rd, 2026 • Spring Valley Acquisition Corp. III • Blank checks • New York
This Sponsor Letter Agreement (this “Agreement”) is dated as of January 21, 2026, by and among Spring Valley Acquisition III Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), Spring Valley Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), and General Fusion Inc., a British Columbia limited company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).