SEC Form 3 · accession 0002144537-26-000002
General Fusion Group Ltd. · GFUZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory D. Twinney
Officer — Chief Executive Officer · Director
Period of report
Jul 10, 2026
Accepted (ET)
Jul 20, 2026 · 9:28 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 | — | — | — | 290,533 | D |
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 | $4.50 | holding | — | — | — | — | Dec 23, 2029 | Common Shares | 17,102 | — | D |
| Stock Option (right to buy)F1 | $6.67 | holding | — | — | — | — | Apr 13, 2031 | Common Shares | 29,074 | — | D |
| Stock Option (right to buy)F1 | $6.67 | holding | — | — | — | — | Dec 22, 2031 | Common Shares | 5,473 | — | D |
| Stock Option (right to buy)F2 | $9.06 | holding | — | — | — | — | Jul 6, 2032 | Common Shares | 68,408 | — | D |
| Stock Option (right to buy)F2 | $5.50 | holding | — | — | — | — | Aug 1, 2033 | Common Shares | 34,204 | — | D |
| Stock Option (right to buy)F2 | $5.44 | holding | — | — | — | — | Sep 11, 2034 | Common Shares | 8,551 | — | D |
| Stock Option (right to buy)F3 | $0.53 | holding | — | — | — | — | Aug 6, 2035 | Common Shares | 1,770,828 | — | D |
| Stock Option (right to buy)F4 | $8.95 | holding | — | — | — | — | May 27, 2036 | Common Shares | 581,463 | — | D |
| Earnout Options (right to buy)F1,F5 | $0.01 | holding | — | — | — | — | Dec 23, 2029 | Earnout Shares | 3,562 | — | D |
| Earnout Options (right to buy)F1,F5 | $0.01 | holding | — | — | — | — | Apr 13, 2031 | Earnout Shares | 6,056 | — | D |
| Earnout Options (right to buy)F1,F5 | $0.01 | holding | — | — | — | — | Jul 10, 2031 | Earnout Shares | 1,140 | — | D |
| Earnout Options (right to buy)F2,F5 | $0.01 | holding | — | — | — | — | Jul 10, 2031 | Earnout Shares | 23,157 | — | D |
| Earnout Options (right to buy)F3,F5 | $0.01 | holding | — | — | — | — | Jul 10, 2031 | Earnout Shares | 368,922 | — | D |
| Earnout Options (right to buy)F4,F5 | $0.01 | holding | — | — | — | — | Jul 10, 2031 | Earnout Shares | 121,138 | — | D |
| Earnout SharesF5 | — | holding | — | — | — | — | Jul 10, 2031 | Common Shares | 60,525 | — | D |
Explanation of responses
- F1Fully vested.
- F2These options vested as to 25% of the underlying shares on the first anniversary of the original date of grant by General Fusion Inc. (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. All underlying shares that vested prior to the closing of the Legacy Company's business combination with Spring Valley Acquisition Corp. III (the "Business Combination") remained vested following their exchange for options of General Fusion Group Ltd. (the "Company"), and the Earnout Options associated with each option award retained the vesting history of the associated option award.
- F3These options vest as to 50% of the underlying shares on 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. All underlying shares that vested prior to the closing of the Business Combination remained vested following their exchange for options of the Company, and the Earnout Options associated with each option award retained the vesting history of the associated option award.
- F4These 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.
- F5Earnout 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