Spring Valley Acquisition Corp. III Files S-1/A

TL;DR

SPAC III filed an S-1/A. Investors watch.

AI Summary

Spring Valley Acquisition Corp. III filed an S-1/A on August 18, 2025, detailing its status as a blank check company. The filing indicates it is a limited liability company with a business address in Dallas, TX. Key individuals associated with the sponsor include Richard Thompson, Debora Frodl, and Jeff Schramm.

Why It Matters

This filing provides an update on the Special Purpose Acquisition Company's (SPAC) regulatory disclosures, which is crucial for investors tracking its progress towards a business combination.

Risk Assessment

Risk Level: medium — SPAC filings can carry medium risk due to the inherent uncertainties in their business combination process and potential dilution for shareholders.

Key Numbers

• 333-289294 — SEC File Number (Identifies this specific SEC filing)
• 251228967 — Film Number (Internal SEC processing number)

Key Players & Entities

• Spring Valley Acquisition Corp. III (company) — Filer of the S-1/A
• Richard Thompson (person) — Member associated with the sponsor
• Debora Frodl (person) — Member associated with the sponsor
• Jeff Schramm (person) — Member associated with the sponsor
• Christopher Sorrells (person) — Member associated with the sponsor
• 2100 MCKINNEY AVE., SUITE 1675 (address) — Business and mailing address
• DALLAS, TX 75201 (address) — Business and mailing address

FAQ

Key Financial Figures

• $200,000,000 — UST 18, 2025 PRELIMINARY PROSPECTUS $200,000,000 Spring Valley Acquisition Corp. III
• $0.20 — 000 $ 188,000,000 (1) Includes (a) $0.20 per unit, or $4,000,000 in the aggregat
• $4,000,000 — 0 (1) Includes (a) $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the
• $4,600,000 — nit, or $4,000,000 in the aggregate (or $4,600,000 if the overallotment option is exercise
• $0.10 — closing of this offering, of which (i) $0.10 per unit will be paid to the underwrite
• $0.40 — ivate placement warrants; and (b) up to $0.40 per unit, or $8,000,000 in the aggregat
• $8,000,000 — rants; and (b) up to $0.40 per unit, or $8,000,000 in the aggregate (or up to $9,200,000 i
• $9,200,000 — r $8,000,000 in the aggregate (or up to $9,200,000 in the aggregate if the overallotment o
• $230,000,000 — ed in this prospectus, $200,000,000 (or $230,000,000 if the underwriters' over-allotment opt
• $10.00 — allotment option is exercised in full) ($10.00 per unit), will be deposited into a U.S
• $100,000 — to us to as described below, and up to $100,000 to pay dissolution expenses, the funds
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as pro
• $0.90 — ion is exercised in full) at a price of $0.90 per private placement warrant, or $3,74
• $3,741,500 — $0.90 per private placement warrant, or $3,741,500 in the aggregate (or $4,041,500 if the
• $4,041,500 — ant, or $3,741,500 in the aggregate (or $4,041,500 if the underwriters' overallotment opti

Filing Documents

• none-20250803xs1a.htm (S-1/A) — 2633KB
• none-20250803xex1d1.htm (EX-1.1) — 333KB
• none-20250803xex3d1.htm (EX-3.1) — 298KB
• none-20250803xex3d2.htm (EX-3.2) — 297KB
• none-20250803xex4d1.htm (EX-4.1) — 23KB
• none-20250803xex4d2.htm (EX-4.2) — 24KB
• none-20250803xex4d4.htm (EX-4.4) — 152KB
• none-20250803xex5d1.htm (EX-5.1) — 70KB
• none-20250803xex5d2.htm (EX-5.2) — 17KB
• none-20250803xex10d1.htm (EX-10.1) — 30KB
• none-20250803xex10d2.htm (EX-10.2) — 53KB
• none-20250803xex10d3.htm (EX-10.3) — 60KB
• none-20250803xex10d4.htm (EX-10.4) — 138KB
• none-20250803xex10d5.htm (EX-10.5) — 156KB
• none-20250803xex10d6.htm (EX-10.6) — 44KB
• none-20250803xex10d7.htm (EX-10.7) — 44KB
• none-20250803xex10d8.htm (EX-10.8) — 125KB
• none-20250803xex10d9.htm (EX-10.9) — 13KB
• none-20250803xex14.htm (EX-14) — 54KB
• none-20250803xex23d1.htm (EX-23.1) — 2KB
• none-20250803xex99d1.htm (EX-99.1) — 3KB
• none-20250803xex99d2.htm (EX-99.2) — 3KB
• none-20250803xex99d3.htm (EX-99.3) — 3KB
• none-20250803xex99d4.htm (EX-99.4) — 54KB
• none-20250803xex99d5.htm (EX-99.5) — 28KB
• none-20250803xex99d6.htm (EX-99.6) — 18KB
• none-20250803xex99d7.htm (EX-99.7) — 32KB
• none-20250803xexfees.htm (EX-FILING FEES) — 48KB
• none-20250803xex5d1002.jpg (GRAPHIC) — 2KB
• none-20250803xex5d1003.jpg (GRAPHIC) — 6KB
• none-20250803xex5d2001.jpg (GRAPHIC) — 8KB
• 0001104659-25-079896.txt ( ) — 7617KB
• none-20250803.xsd (EX-101.SCH) — 7KB
• none-20250803_def.xml (EX-101.DEF) — 16KB
• none-20250803_lab.xml (EX-101.LAB) — 16KB
• none-20250803_pre.xml (EX-101.PRE) — 21KB
• none-20250803xs1a_htm.xml (XML) — 737KB
• none-20250803xexfees_htm.xml (XML) — 16KB

Underwriting

Underwriting Discounts and Proceeds, Before Price to Public Commissions (1) Expenses, to Us Per Unit $ 10.00 $ 0.60 $ 9.40 Total $ 200,000,000 $ 12,000,000 $ 188,000,000 (1) Includes (a) $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the overallotment option is exercised in full), payable to the underwriters upon the closing of this offering, of which (i) $0.10 per unit will be paid to the underwriters in cash and (ii) $0.10 per unit will be used by the underwriters to purchase private placement warrants; and (b) up to $0.40 per unit, or $8,000,000 in the aggregate (or up to $9,200,000 in the aggregate if the overallotment option is exercised in full) payable to the underwriters in this offering, for deferred underwriting commissions, to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination, but such $0.40 per unit shall be due solely on amounts remaining in the trust account following all properly submitted shareholder redemptions in connection with the consummation of our initial business combination. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also " Underwriting " for additional information regarding underwriting compensation. Table of Contents Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000 (or $230,000,000 if the underwriters' over-allotment option is exercised in full) ($10.00 per unit), will be deposited into a U.S.-based trust account maintained with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to as described below, and up to $100,000 to pay dissolution expenses, the funds held in the trust account will not be released from the trust acco

RISK FACTORS

RISK FACTORS 50 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 89

USE OF PROCEEDS

USE OF PROCEEDS 90 DIVIDEND POLICY 94

DILUTION

DILUTION 95 CAPITALIZATION 97

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION S

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION S 98 PROPOSED BUSINESS 104 MANAGEMENT 134 PRINCIPAL SHAREHOLDERS 145 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 148

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 151 INCOME TAX CONSIDERATIONS 169

UNDERWRITING

UNDERWRITING 178 LEGAL MATTERS 187 EXPERTS 187 WHERE YOU CAN FIND ADDITIONAL INFORMATION 187 Until , 2025, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" starting on page 50 and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: " amended and restated memorandum and articles of association " are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; " CCM " are to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, a representative of the underwriters in this offering; " Clear Street " are to Clear Street LLC, a representative of the underwriters in this offering; " Companies Act " are to the Companies Act (As Revised) of the Cayman Islands

View Full Filing

View this S-1/A filing on SEC EDGAR