| Item 1. | |
| (a) | Name of issuer:
Spring Valley Acquisition Corp. III |
| (b) | Address of issuer's principal executive offices:
2100 McKinney Ave., Suite 1675, Dallas, TX 75201 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Spring Valley Acquisition III Sponsor, LLC
(ii) Christopher Sorrells |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2100 McKinney Ave., Suite 1675, Dallas, TX 75201. |
| (c) | Citizenship:
Spring Valley Acquisition Corp. III is a Delaware limited liability company, and Christopher Sorrells is a citizen of the United States of America. |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G8377R101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person.
Spring Valley Acquisition III Sponsor, LLC (the "Sponsor") holds 7,546,667 Class B ordinary shares, par value $0.0001 per share, of the Issuer (the "Class B Shares"), representing 24.7% of the outstanding Class A Shares, on an as-converted basis. The Class B Shares will automatically convert into Class A Shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-289294) and have no expiration date.
The securities described above are held directly by the Sponsor. Christopher Sorrells is the managing member of our Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Sorrells also has an economic interest in the Sponsor. Mr. Sorrells disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of his pecuniary interest therein.
The aggregate percentage of Class A Shares beneficially owned by each of the Reporting Persons is calculated based upon 23,000,000 Class A Shares outstanding as of November 12, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025, adjusted for the Class A Shares issuable upon conversion of the Class B Shares held by the Sponsor. |
| (b) | Percent of class:
See 4(a) |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See 4(a)
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| | (ii) Shared power to vote or to direct the vote:
See 4(a)
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| | (iii) Sole power to dispose or to direct the disposition of:
See 4(a)
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| | (iv) Shared power to dispose or to direct the disposition of:
See 4(a)
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)