Looking at the filing, I need to find the financial data. The filing cuts off mid-sentence in the balance sheet. Let me work with what's available. The filing is a 10-Q/A (Amendment No. 1) for Spring Valley Acquisition Corp. III (now known as General Fusion Group Ltd.), with tickers GFUZ and GFUZW on NASDAQ. Key facts from the filing: - Restatement: subscription agreement liability overstated by approximately $411.3 million - Net loss overstated by same amount - Material weakness identified in internal controls - Management concluded disclosure controls not effective as of March 31, 2026 - Cash: $665,383 (March 31, 2026) vs $749,812 (December 31, 2025) - Investments held in Trust Account: $234,715,684 - Total Assets: $235,571,769 - Subscription agreement liability (restated): $13,854,870 - As of September 3, 2026: 53,132,058 Subordinate Voting Shares and 10,416,663 Multiple Voting Shares outstanding

Spring Valley Acquisition Corp. III, now known as General Fusion Group Ltd. (NASDAQ:GFUZ), filed a Form 10-Q/A on September 4, 2026, amending its quarterly report for the period ended March 31, 2026, to correct a material misstatement in the accounting for its subscription agreement liability.

Key Highlights

  • Liability overstated by ~$411.3 million: The subscription agreement liability in the original filing used incorrect valuation inputs, causing the reported liability to be overstated by approximately $411.3 million as of March 31, 2026.
  • Net loss overstated by same amount: According to the filing, net loss reported for the three months ended March 31, 2026 was also overstated by approximately $411.3 million.
  • No cash impact: The restatement had no impact on the company's cash position or on net cash used in or provided by operating, investing, or financing activities.
  • Material weakness identified: Management identified a material weakness in internal control over financial reporting related to the design and operation of review controls over the valuation of complex financial instruments.
  • Disclosure controls deemed ineffective: Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2026.
  • Shares outstanding: As of September 3, 2026, there were 53,132,058 Subordinate Voting Shares and 10,416,663 Multiple Voting Shares outstanding.
  • Restated subscription agreement liability: Following the correction, the subscription agreement liability is reported at $13,854,870 on the restated balance sheet as of March 31, 2026.

General Fusion Group Corrects Subscription Agreement Liability Error in Q1 2026 Amendment

According to the filing, management identified an error in the accounting for the subscription agreement liability as of and for the three months ended March 31, 2026. The company disclosed that the liability "was measured using certain valuation inputs that were incorrect," resulting in a misstatement of the liability and related impacts across multiple financial statements. The original Form 10-Q was filed on May 15, 2026, and the company had previously disclosed the need for restatement in a Form 6-K filed on August 18, 2026.

The filing states that upon further review and in consultation with the company's independent registered public accounting firm, management determined the subscription agreement liability should have been measured using assumptions and inputs that more accurately reflected the terms and conditions of the underlying subscription agreement. As a result, the restated subscription agreement liability stands at $13,854,870, compared to what would have been approximately $425.2 million under the original, now-corrected figures. The correction also affected the condensed consolidated statement of shareholders' equity (deficit) and certain non-cash adjustments within the cash flow reconciliation, though, as the filing notes, it had no effect on any cash balance or cash flow totals. The error, the filing states, did not affect the company's financial statements for any other period.

The filing reports that the company's Board of Directors, on the recommendation of the Audit Committee and after consultation with management, concluded that the previously issued financial statements for the quarter ended March 31, 2026 "should no longer be relied upon." Management evaluated the misstatement both quantitatively and qualitatively and concluded it was material. In connection with the restatement, management identified a material weakness in internal control over financial reporting. The filing states this material weakness "will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively." The restated balance sheet reports total assets of $235,571,769, including investments held in Trust Account of $234,715,684, and cash and cash equivalents of $665,383 as of March 31, 2026.

What Was Disclosed

General Fusion Group Ltd. filed an amended quarterly report for Q1 2026 to correct an approximately $411.3 million overstatement of its subscription agreement liability, identified a material weakness in internal controls, and reported that disclosure controls were not effective as of March 31, 2026.