SEC Form 4 · accession 0001477462-26-000006

General Fusion Group Ltd. · GFUZ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christopher Dixon Sorrells

Director

Period of report

Jul 10, 2026

Accepted (ET)

Jul 14, 2026 · 4:09 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0002074850

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1,F2	Jul 10, 2026	C	5,296,667	$0.00	A	5,296,667	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Shares^F3,F2,F4	—	Jul 10, 2026	E	1,000,000	D	—	—	Class A Common Shares	1,000,000	6,546,667	I
Class B Common Shares^F3,F2,F4	—	Jul 10, 2026	J	1,250,000	D	—	—	Class A Common Shares	1,250,000	5,296,667	I
Class B Common Shares^F3,F2,F5	—	Jul 10, 2026	C	5,296,667	D	—	—	Class A Common Shares	5,296,667	0	I
Class A Earnout Shares^F1,F2,F6	—	Jul 10, 2026	E	333,334	A	—	—	Common Shares	333,334	333,334	I
Class B Earnout Shares^F1,F2,F7	—	Jul 10, 2026	E	333,333	A	—	—	Common Shares	333,333	333,333	I
Class C Earnout Shares^F1,F2,F8	—	Jul 10, 2026	E	333,333	A	—	—	Common Shares	333,333	333,333	I
Warrants (right to buy)^F9,F1,F2	$11.50	Jul 10, 2026	A	1,666,667	A	Aug 9, 2026	Jul 10, 2033	Common Shares	1,666,667	1,666,667	I

Explanation of responses

F1Following the closing of the business combination between the issuer and General Fusion Inc. (the "Closing"), Mr. Sorrells no longer has beneficial ownership of the securities owned by Spring Valley Acquisition III Sponsor, LLC (the "Sponsor").
F2The Sponsor is the record holder of the shares reported herein. Mr. Sorrells was the managing member of the Sponsor prior to the Closing.
F3As described in the issuer's registration statement on Form F-4 (File No. 333-293688) (the "Registration Statement"), in connection with the Closing, the issuer continued from the Cayman Islands to British Columbia, resulting in the conversion of all Class B ordinary shares of the issuer, a Cayman Islands exempted corporation, into Class B common shares of the issuer, a British Columbia limited company (the "Continuation").
F4As described in the Registration Statement, in connection with the Closing, the Sponsor (i) transferred 1,250,000 Class B common shares to certain investors in the issuer's simple agreements for future equity, and (ii) forfeited 1,000,000 Class B common shares (the "Forfeiture"). In connection with the Forfeiture, the Sponsor received 333,334 Class A Earnout Shares, 333,333 Class B Earnout Shares and 333,333 Class C Earnout Shares from the issuer.
F5As described in the Registration Statement, following the Continuation, the Class B common shares of the issuer automatically converted into Class A common shares of the issuer on a one-for-one-basis, after which the Class A common shares were re-designated as common shares of the issuer.
F6If at any time during the period following the Closing and expiring on the fifth anniversary of the Closing (the "Earnout Period"), for any 20 trading days within a period of 30 consecutive trading days (the "Measurement Period"), the volume-weighted average price of the issuer's common shares (the "VWAP") exceeds $15.00, then the Class A Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis.
F7If at any time during the Earnout Period, the VWAP exceeds $20.00 during any Measurement Period, then the Class B Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis.
F8If at any time during the Earnout Period, the VWAP exceeds $25.00 during any Measurement Period, then the Class C Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis.
F9In connection with the Closing, the Sponsor elected to convert a working capital loan with a principal amount of $1,500,000 into warrants to purchase 1,666,667 of the issuer's common shares.

Remarks

Exhibit List: Exhibit 24-Power of Attorney