Spring Valley Acquisition Corp III-A美股招股说明书(2025-09-04版)

Spring Valley Acquisition Corp. III 20,000,000Units Spring Valley Acquisition Corp. III is a blank check company, incorporated as a Cayman Islandsexempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses, which we refer to throughoutthis prospectus as our initial business combination. We have not selected any business combination targetand we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,with any business combination target with respect to an initial business combination with us. Our efforts toidentify a prospective initial business combination target will not be limited to a particular industry, sectoror geographic region. While we may pursue an initial business combination opportunity in any business,industry or geographic location, we intend to capitalize on the ability of our management team to identify,acquire and operate a business or businesses that can benefit from our management team’s establishedglobal relationships, sector expertise and active management and operating experience. In particular, wecurrently intend to focus on opportunities that capitalize on the expertise and ability of our managementteam, particularly our executive officers, to identify, acquire and operate a business in the natural resourcesand decarbonization industries. We are an “emerging growth company” and “smaller reporting company” under applicable federalsecurities laws and will be subject to reduced public company reporting requirements.Investing in oursecurities involves risks. See “Risk Factors” beginning on page47. Investors will not be entitled to protectionsnormally afforded to investors in Rule419 blank check offerings. (1)Includes (a)$0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the overallotment option isexercised in full), payable to the underwriters upon the closing of this offering, of which (i)$0.10 perunit will be paid to the underwriters in cash and (ii)$0.10 per unit will be used by the underwriters topurchase private placement warrants; and (b)up to $0.40 per unit, or $8,000,000 in the aggregate (or upto $9,200,000 in the aggregate if the overallotment option is exercised in full) payable to theunderwriters in this offering, for deferred underwriting commissions, to be placed in a trust accountlocated in the United States and released to the underwriters only upon the completion of an initialbusiness combination, but such $0.40 per unit shall be due solely on amounts remaining in the trustaccount following all properly submitted shareholder redemptions in connection with theconsummation of our initial business combination. Does not include certain fees and expenses payableto the underwriters in connection with this offering. See also “Underwriting” for additional informationregarding underwriting compensation. Of the proceeds we receive from this offering and the sale of the private placement warrants describedin this prospectus, $200,000,000 (or $230,000,000 if the underwriters’ over-allotment option is exercised infull) ($10.00 per unit), will be deposited into a U.S.-based trust account maintained with Continental StockTransfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in thetrust account that may be released to us to as described below, and up to $100,000 to pay dissolutionexpenses, the funds held in the trust account will not be released from the trust account until the earliest tooccur of: (1)our completion of an initial business combination; (2)the redemption of any public sharesproperly submitted in connection with a shareholder vote to amend our amended and restated memorandumand articles of association (A)to modify the substance or timing of our obligation to allow redemption inconnection with our initial business combination or to redeem 100% of our public shares if we do notcomplete our initial business combination within 24months from the closing of this offering or such earlier liquidation date as our board of directors may approve, or such later time as provided for in any amendmentto our amended and restated memorandum and articles of association (an “Extension Period”), subject toapplicable law, or (B)with respect to any other provision relating to shareholders’ rights or pre-initialbusiness combination activity; and (3)the redemption of our public shares if we have not completed aninitial business combination within 24months from the closing of this offering, or such earlier liquidationdate as our board of directors may approve, or during any Extension Period, subject to applicable law. Theproceeds deposited in the trust account could become subject to the claims of our creditors, if any, whichcould have priority over the claims of our public shareholders. We are permitted to withdraw amounts fromthe trust account (i) to fund our working