SEC Form 3 · accession 0002144486-26-000002

General Fusion Group Ltd. · GFUZ

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

Reporting owner

Mark S. Little

Director

Period of report

Jul 10, 2026

Accepted (ET)

Jul 20, 2026 · 9:55 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0002074850

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares	holding	—	—		—	334,442	D
Common Shares	holding	—	—		—	293,977	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F1	$5.50	holding	—	—	—	—	Oct 16, 2033	Common Shares	3,421	—	D
Stock Option (right to buy)^F2	$5.44	holding	—	—	—	—	Sep 11, 2034	Common Shares	2,566	—	D
Stock Option (right to buy)^F3	$0.53	holding	—	—	—	—	Aug 6, 2035	Common Shares	65,104	—	D
Stock Option (right to buy)^F3	$0.53	holding	—	—	—	—	Sep 11, 2035	Common Shares	17,102	—	D
Stock Option (right to buy)^F3	$8.95	holding	—	—	—	—	May 27, 2036	Common Shares	29,074	—	D
Earnout Options (right to buy)^F1,F4	$0.01	holding	—	—	—	—	Jul 10, 2031	Earnout Shares	712	—	D
Earnout Options (right to buy)^F2,F4	$0.01	holding	—	—	—	—	Jul 10, 2031	Earnout Shares	534	—	D
Earnout Options (right to buy)^F3,F4	$0.01	holding	—	—	—	—	Jul 10, 2031	Earnout Shares	23,181	—	D
Earnout Shares^F4	—	holding	—	—	—	—	Jul 10, 2031	Common Shares	69,672	—	D
Earnout Shares^F4	—	holding	—	—	—	—	Jul 10, 2031	Common Shares	61,242	—	I

Explanation of responses

F1These options vest in three substantially equal installments on the first, second and third anniversaries of the original date of grant by General Fusion Inc. (the "Legacy Company"), or in the case of Earnout Options, the first, second and third anniversaries of the original date of grant of the associated option award.
F2These options vested as to 25% of the underlying shares on the first anniversary of the original date of grant by the Legacy Company, or in the case of Earnout Options, the first anniversary of the original date of grant of the associated option award, with the remaining shares vesting in 12 substantially equal quarterly installments thereafter.
F3These options vest as to 25% of the underlying shares on the first anniversary of the original date of grant by the Legacy Company, or in the case of Earnout Options, the first anniversary of the original date of grant of the associated option award, with the remaining shares vesting in 12 substantially equal quarterly installments thereafter.
F4Earnout Shares, including the Earnout Shares underlying the Earnout Options, consist of a substantially equal number of Class A Earnout Shares, Class B Earnout Shares, and Class C Earnout Shares, which will automatically convert into common shares of the Company if, on or before July 10, 2031, the volume weighted average price of the Company's common shares equals or exceeds each of $15.00, $20.00 and $25.00, respectively, for any 20 trading days within any period of 30 consecutive trading days.

Remarks

Exhibit List: Exhibit 24-Power of Attorney