Spring Valley III Reports $16.6K Loss Pre-IPO, Raises $230M in September

TL;DR

**SVACW is a pre-revenue SPAC that just raised a quarter-billion dollars, now the clock is ticking to find a deal or bust.**

AI Summary

Spring Valley Acquisition Corp. III (SVACW) reported a net loss of $16,620 for both the three months ended June 30, 2025, and the period from inception (March 12, 2025) through June 30, 2025, primarily due to formation, general, and administrative costs. The company, a blank check company, had not commenced operations as of June 30, 2025, and will not generate operating revenues until after a business combination. On September 5, 2025, the company consummated its Initial Public Offering, raising $230,000,000 from 23,000,000 units at $10.00 per unit, including the full exercise of the over-allotment option. Simultaneously, it sold 7,046,111 Private Placement Warrants for $6,341,500. Total transaction costs amounted to $14,319,936, comprising $4,600,000 in cash underwriting fees, $9,200,000 in deferred underwriting fees, and $519,936 in other offering costs. A significant portion of the IPO proceeds, $230,000,000, was placed in a Trust Account. The company has 24 months from the IPO closing to complete a business combination, with a fair market value of at least 80% of the Trust Account's net assets.

Why It Matters

This filing provides a snapshot of Spring Valley Acquisition Corp. III's financial position just before its significant Initial Public Offering in September 2025. For investors, it highlights the pre-operational nature of this SPAC and the substantial capital raised, which is now earmarked for a business combination. The competitive landscape for SPACs remains intense, and SVACW's ability to secure a target within its 24-month window will dictate its success. Employees and customers of a potential target company will be impacted by the eventual merger, while the broader market watches for successful SPAC exits amidst regulatory scrutiny.

Risk Assessment

Risk Level: high — The company is a blank check company with no operations as of June 30, 2025, and will not generate operating revenues until after a business combination. There is no assurance that the company will be able to successfully effect a Business Combination within the 24-month Combination Period, which would lead to liquidation and redemption of public shares, potentially at less than the initial $10.00 per share.

Analyst Insight

Investors should monitor SVACW closely for announcements regarding a potential business combination target. Given the high-risk nature of SPACs, a 'wait and see' approach is prudent until a definitive merger agreement is announced and its terms can be evaluated. Consider the 24-month deadline from the September 5, 2025 IPO as a critical timeline.

Financial Highlights

debt To Equity

13.13

revenue

$0

operating Margin

N/A

total Assets

$118,449

total Debt

$110,069

net Income

-$16,620

eps

$0.00

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $16,620 — Net Loss (For the period from March 12, 2025 (inception) through June 30, 2025)
• $230,000,000 — Gross IPO Proceeds (Generated from 23,000,000 units at $10.00 per unit on September 5, 2025)
• $6,341,500 — Private Placement Warrants Proceeds (Generated from 7,046,111 warrants at $0.90 per warrant)
• $14,319,936 — Total Transaction Costs (Consisting of underwriting fees and other offering costs)
• 24 months — Business Combination Period (Deadline from IPO closing to complete a Business Combination)
• 7,666,667 — Class B ordinary shares outstanding (As of June 30, 2025, retroactively restated for share split)
• $10.00 — Per Unit IPO Price (Initial Public Offering price per unit)
• $11.50 — Warrant Exercise Price (Price to purchase one Class A ordinary share per whole warrant)

Key Players & Entities

• Spring Valley Acquisition Corp. III (company) — Registrant
• Spring Valley Acquisition III Sponsor, LLC (company) — Sponsor
• Cohen and Company Capital Markets (company) — Underwriter
• Clear Street LLC (company) — Underwriter
• SEC (regulator) — Securities and Exchange Commission
• $230,000,000 (dollar_amount) — Gross proceeds from Initial Public Offering
• $6,341,500 (dollar_amount) — Gross proceeds from Private Placement Warrants
• $14,319,936 (dollar_amount) — Total transaction costs
• $16,620 (dollar_amount) — Net loss for the period
• Nasdaq Stock Market LLC (company) — Exchange for SVACU, SVAC, SVACW

FAQ

Risk Factors

• Lack of Operating History [high — operational]: As a blank check company, Spring Valley Acquisition Corp. III has not commenced operations and will not generate operating revenues until after a business combination. This lack of operating history means there are no historical financial performance metrics to analyze, and future performance is entirely dependent on the success of identifying and completing a suitable acquisition.
• Dependence on Trust Account for Operations [high — financial]: The majority of the IPO proceeds, $230,000,000, are held in a Trust Account. The company's ability to fund its operations and pursue a business combination is heavily reliant on the funds within this trust, subject to redemptions by public shareholders.
• Transaction Costs Impact on Proceeds [medium — financial]: Total transaction costs for the IPO amounted to $14,319,936, including $4,600,000 in cash underwriting fees and $9,200,000 in deferred underwriting fees. These costs reduce the net proceeds available for the business combination.
• 24-Month Business Combination Deadline [high — regulatory]: The company has a strict 24-month deadline from the IPO closing date of September 5, 2025, to complete a business combination. Failure to do so will result in the liquidation of the company and the return of funds held in the Trust Account to shareholders.
• Requirement for 80% Net Asset Value for Business Combination [medium — market]: Any proposed business combination must have a fair market value of at least 80% of the net assets held in the Trust Account at the time of the agreement. This imposes a significant constraint on the types and values of acquisition targets.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has seen significant activity, driven by a desire for alternative routes to public markets. However, increased regulatory scrutiny and a more challenging economic environment are impacting deal timelines and valuations. SPACs like Spring Valley Acquisition Corp. III operate in a highly competitive landscape, needing to identify attractive targets within a limited timeframe while meeting stringent valuation requirements.

Regulatory Implications

The primary regulatory implication for SVACW is the strict 24-month deadline to complete a business combination. Failure to do so triggers liquidation, returning funds from the trust account to investors. Additionally, the requirement for the business combination's fair market value to be at least 80% of the trust account's net assets imposes a significant constraint.

What Investors Should Do

1. Monitor Target Announcement Closely
2. Understand Redemption Rights
3. Evaluate Management's Track Record

Key Dates

• 2025-03-12: Company Inception — Marks the beginning of the company's existence as a SPAC.
• 2025-06-30: Balance Sheet Date — Represents the financial position of the company prior to the IPO.
• 2025-08-15: Founder Share Split and Transfer — Adjusted the number of founder shares and their ownership distribution, impacting the share structure.
• 2025-09-05: Initial Public Offering (IPO) Closing — The company raised $230,000,000 and began its 24-month countdown to a business combination.
• 2025-09-05: Over-allotment Option Exercised — Ensured full exercise of the underwriters' option, removing forfeiture conditions on 1,000,000 Class B shares.

Glossary

Blank Check Company

A company formed to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. Also known as a Special Purpose Acquisition Company (SPAC). (Spring Valley Acquisition Corp. III is a blank check company, and its financial reporting and operational strategy are defined by this structure.)

Trust Account

A segregated account where the proceeds from a SPAC's IPO are held in trust, typically invested in U.S. Treasury bills or money market funds, until a business combination is completed or the SPAC liquidates. (A significant portion of SVACW's IPO proceeds, $230,000,000, is held in the Trust Account, which is crucial for funding the business combination and potential redemptions.)

Deferred Underwriting Fees

A portion of the underwriting fees that are not paid at the closing of the IPO but are contingent upon the completion of a business combination. (SVACW has $9,200,000 in deferred underwriting fees, which will be paid upon a successful business combination.)

Class B Ordinary Shares

Typically, founder shares issued to the SPAC's management team and sponsors at a nominal price, often carrying different voting rights or subject to forfeiture conditions. (SVACW has 7,666,667 Class B ordinary shares outstanding, which were subject to forfeiture but are no longer after the full exercise of the over-allotment option.)

Business Combination

The acquisition or merger of a SPAC with an operating company, which is the primary objective of a SPAC. (SVACW has 24 months from its IPO closing date to complete a business combination.)

Share Split

An action by a company to increase the number of its outstanding shares by dividing each existing share into multiple new shares. (SVACW underwent a share split on August 15, 2025, which required retroactive restatement of share and per share data.)

Year-Over-Year Comparison

As this is the first 10-Q filing for Spring Valley Acquisition Corp. III following its inception on March 12, 2025, there are no prior period financial statements to compare against. The reported net loss of $16,620 for the period ended June 30, 2025, is solely attributable to formation, general, and administrative costs incurred before commencing operations. Key financial metrics will become relevant only after the consummation of the Initial Public Offering on September 5, 2025, and subsequent business combination.

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share SVAC The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 SVACW The Nasdaq Stock Market LLC

Filing Documents

• none-20250630x10q.htm (10-Q) — 486KB
• none-20250630xex31d1.htm (EX-31.1) — 13KB
• none-20250630xex31d2.htm (EX-31.2) — 13KB
• none-20250630xex32d1.htm (EX-32.1) — 6KB
• none-20250630xex32d2.htm (EX-32.2) — 6KB
• 0001104659-25-100853.txt ( ) — 3329KB
• none-20250630.xsd (EX-101.SCH) — 40KB
• none-20250630_cal.xml (EX-101.CAL) — 11KB
• none-20250630_def.xml (EX-101.DEF) — 201KB
• none-20250630_lab.xml (EX-101.LAB) — 265KB
• none-20250630_pre.xml (EX-101.PRE) — 275KB
• none-20250630x10q_htm.xml (XML) — 293KB

Financial Information

Part I. Financial Information

Interim Financial Statements

Item 1. Interim Financial Statements Condensed Balance Sheet as of June 30, 2025 (Unaudited) 1 Condensed Statements of Operations for the three months ended June 30, 2025 and for the period from March 12, 2025 (Inception) through June 30, 2025 (Unaudited) 2 Condensed Statement of Changes in Shareholders' Equity for the period from March 12, 2025 (Inception) through June 30, 2025 (Unaudited) 3 Condensed Statement of Cash Flows for the period from March 12, 2025 (Inception) through June 30, 2025 (Unaudited) 4 Notes to Condensed Financial Statements (Unaudited) 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 19

Controls and Procedures

Item 4. Controls and Procedures 19

Other Information

Part II. Other Information

Legal Proceedings

Item 1. Legal Proceedings 20

Risk Factors

Item 1A. Risk Factors 20

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 20

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 20

Other Information

Item 5. Other Information 20

Exhibits

Item 6. Exhibits 21

Signatures

Part III. Signatures 22 i Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Interim Financial Statements

Item 1. Interim Financial Statements. SPRING VALLEY ACQUISITION CORP. III CONDENSED BALANCE SHEET JUNE 30, 2025 (UNAUDITED) Assets: Current assets Prepaid expenses $ 25,000 Total current assets 25,000 Deferred offering costs 93,449 Total Assets $ 118,449 Liabilities and Shareholders' Equity: Accrued expenses $ 6,200 Accrued offering costs 93,449 Promissory note – related party 10,420 Total Liabilities 110,069 Shareholders' Equity Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; none issued or outstanding Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding (1)(2) 767 Additional paid-in capital 24,233 Accumulated deficit ( 16,620 ) Total Shareholders' Equity 8,380 Total Liabilities and Shareholders' Equity $ 118,449 (1) Includes an aggregate of 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters. On September 5, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 5). (2) On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of the independent directors transferred 13,333 Founder Shares to the Sponsor for an amount of $ 43.48 . As a result, the Sponsor currently holds 7,546,667 Founder Shares, and each of the independent directors currently holds 40,000 Founder Shares for an aggregate of 7,666,667 Founder Shares. All share and per share data has been retroactively restated (Note 5). The accompanying notes are an integral part of the unaudited condensed financial statement. 1 Table of Contents SPRING VALLEY ACQ

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