spring valley acquisition corp iii-a 2025年季度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past90days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or forsuch shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of October20, 2025, there were23,000,000ClassA ordinary shares, $0.0001 par value and7,666,667ClassBordinary shares, $0.0001 par value, issued and outstanding. SPRING VALLEY ACQUISITION CORP. IIIFORM10-Q FOR THE QUARTER ENDED JUNE30, 2025TABLE OF CONTENTS PartI. Financial InformationItem1. Interim Financial StatementsCondensed Balance Sheet as of June30, 2025 (Unaudited)1Condensed Statements of Operations for the threemonths ended June30, 2025 and for the period from March12,2025 (Inception) through June30, 2025 (Unaudited)2Condensed Statement of Changes in Shareholders’ Equity for the period from March12, 2025 (Inception) throughJune30, 2025 (Unaudited)3Condensed Statement of Cash Flows for the period from March12, 2025 (Inception) through June30, 2025(Unaudited)4Notesto Condensed Financial Statements (Unaudited)5Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item3. Quantitative and Qualitative Disclosures About Market Risk19Item4. Controls and Procedures19PartII. Other InformationItem1. Legal Proceedings20Item1A. Risk Factors20Item2. Unregistered Sales of Equity Securities and Use of Proceeds20Item3. Defaults Upon Senior Securities20Item4. Mine Safety Disclosures20Item5. Other Information20Item6. Exhibits21PartIII. Signatures22 PARTI- FINANCIAL INFORMATION SPRING VALLEY ACQUISITION CORP. IIICONDENSED BALANCE SHEETJUNE30, 2025(UNAUDITED) (1)Includes an aggregate of1,000,000Class B ordinary shares subject to forfeiture if the over-allotment is notexercised 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, the1,000,000Founder Sharesare no longer subject to forfeiture (Note 5). (2)On August 15, 2025, the Company effected an approximately 1 to1.33share split and upon completion of theshare split, each of the independent directors transferred13,333Founder Shares to the Sponsor for an amount of$43.48. As a result, the Sponsor currently holds7,546,667Founder Shares, and each of the independent directorscurrently holds40,000Founder Shares for an aggregate of7,666,667Founder Shares. All share and per share datahas been retroactively restated (Note 5). The accompanying notes are an integral part of the unaudited condensed financial statement. SPRING VALLEY ACQUISITION CORP. IIICONDENSED STATEMENTS OF OPERATIONS (1)Excludes an aggregate of1,000,000Class B ordinary shares subject to forfeiture if the over-allotment is notexercised 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, the1,000,000Founder Sharesare no longer subject to forfeiture (Note 5). (2)On August 15, 2025, the Company effected an approximately 1 to1.33share split and upon completion of theshare split, each of the independent directors transferred13,333Founder Shares to the Sponsor for an amount of$43.48. As a result, the Sponsor currently holds7,546,667Founder Shares, and each of the independent directorscurrently holds40,000Founder Shares for an aggregate of7,666,667Founder Shares. All share and per share datahas been retroactively restated (Note 5). The accompanying notes are an integral part of the unaudited condensed financial statement. SPRING VALLEY ACQUISITION CORP. IIICONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYFOR THE PERIOD FROM MARCH1