SEC Form 3 · accession 0002144567-26-000002

General Fusion Group Ltd. · GFUZ

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

Reporting owner

Megan R. Wilson

Officer — Chief Strategy Officer

Period of report

Jul 10, 2026

Accepted (ET)

Jul 20, 2026 · 9:56 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 Stock	holding	—	—		—	51,150	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	$9.06	holding	—	—	—	—	May 3, 2032	Common Shares	21,378	—	D
Stock Option (right to buy)^F2	$5.50	holding	—	—	—	—	Aug 1, 2033	Common Shares	4,276	—	D
Stock Option (right to buy)^F2	$5.44	holding	—	—	—	—	Sep 11, 2034	Common Shares	4,276	—	D
Stock Option (right to buy)^F3	$0.53	holding	—	—	—	—	Aug 6, 2035	Common Shares	325,520	—	D
Stock Option (right to buy)^F4	$8.95	holding	—	—	—	—	May 27, 2036	Common Shares	290,732	—	D
Earnout Options (right to buy)^F1,F5	$0.01	holding	—	—	—	—	Jul 10, 2031	Earnout Shares	4,453	—	D
Earnout Options (right to buy)^F2,F5	$0.01	holding	—	—	—	—	Jul 10, 2031	Earnout Shares	1,780	—	D
Earnout Options (right to buy)^F3,F5	$0.01	holding	—	—	—	—	Jul 10, 2031	Earnout Shares	67,816	—	D
Earnout Options (right to buy)^F4,F5	$0.01	holding	—	—	—	—	Jul 10, 2031	Earnout Shares	60,569	—	D
Earnout Shares^F5	—	holding	—	—	—	—	Jul 10, 2031	Common Shares	10,653	—	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 vested 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