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General Fusion Group Ltd. (GFUZ) reports that its predecessor, Spring Valley Acquisition Corp. III, completed a previously announced business combination with General Fusion Inc. and a subsidiary, after which Spring Valley was renamed General Fusion Group Ltd. and Old General Fusion’s common shares were exchanged for subordinate voting shares of the new entity, now listed on Nasdaq. In connection with the transaction, investors provided $107.7 million of PIPE Financing through the purchase of 10,556,367 units at $10.20 per unit, each unit including one convertible preferred share and a warrant exercisable at $12.00 per share.
Management has determined, after discussion with auditor WithumSmith+Brown, PC, that the estimated fair value of a non-cash subscription liability in Spring Valley’s condensed consolidated financial statements as of and for the quarter ended March 31, 2026 was overstated. The liability did not affect cash and was extinguished at the July 10, 2026 closing of the business combination and related PIPE Financing, so it will not appear in General Fusion Group’s financial statements. However, the Board, on the Audit Committee’s recommendation, concluded that Spring Valley’s March 31, 2026 interim financial statements included in its Form 10-Q and Form F-4 should no longer be relied upon and will be restated in an amended Form 10-Q to be filed as soon as practicable.
Merus Global Investments, LLC filed an amended Schedule 13G indicating it no longer holds a reportable position in General Fusion Group Ltd. Class A ordinary shares. The firm reports beneficial ownership of 0 shares, representing 0.0% of the class, with no sole or shared voting or dispositive power.
PenderFund Capital Management Ltd., an institutional manager formed under the laws of British Columbia, Canada, reported beneficial ownership of common stock of General Fusion Group Ltd.
PenderFund reported holding 6,363,048 shares of common stock, representing 9.97% of the outstanding class. It has sole voting power and sole dispositive power over all 6,363,048 shares, with no shared voting or dispositive power.
General Fusion Group Ltd. received an amended Schedule 13G filing indicating that Meteora Capital, LLC and its managing member, Vik Mittal, now report beneficial ownership of 0 shares of the company’s Class A common stock, representing 0% of the class.
The reporting persons state they have no sole or shared power to vote or dispose of any shares and confirm that they own 5 percent or less of this class of securities.
BDC Capital Inc., a subsidiary of the Business Development Bank of Canada, reports beneficial ownership of 3,287,483 common shares of General Fusion Group Ltd. This represents 6.2% of the outstanding common shares, based on 52,988,419 issued and outstanding shares referenced from a Form 20-F.
BDC Capital has sole voting and dispositive power over all 3,287,483 shares, with no shared voting or dispositive power. The filing notes that it was made late because BDC Capital lacked EDGAR credentials and submitted the report promptly after renewing access.
Harrison Norman, a director of General Fusion Group Ltd., filed an initial statement of beneficial ownership showing multiple stock option and earnout option holdings. Positions include options on 55,804 common shares at $0.5300 and 29,074 shares at $8.9500, plus earnout options on 21,243 earnout shares at $0.0100. Earnout Shares convert into common shares only if the volume weighted average price reaches $15.00, $20.00 and $25.00, respectively, on or before July 10, 2031.
General Fusion Group Ltd. founder and CSO Michel Laberge reports his beneficial ownership in common shares, Earnout Shares and related options. He directly holds 126,978 common shares and indirectly holds 116,052 common shares reported as indirectly owned "By Ltd."
He also holds several option packages over common and earnout shares, including options over 109,706 common shares at an exercise price of $0.5300 expiring on 2035-08-06 and 116,293 shares at $8.9500 expiring on 2036-05-27. Earnout options with a $0.0100 exercise price and related Earnout Shares, including 26,448 direct and 24,174 indirect, may convert into common shares if volume weighted average price targets of $15.00, $20.00 and $25.00 are met on or before July 10, 2031.
General Fusion Group Ltd. (GFUZ) reported the initial equity holdings of Senior VP, Finance Crystal Robert J. as of July 10, 2026. The officer directly holds 21919.0000 Common Shares, several stock option awards over specified numbers of Common Shares at exercise prices ranging from $0.5300 to $8.9500, and multiple low-priced Earnout Options plus 4563.0000 Earnout Shares that may convert into common shares if volume weighted average price targets of $15.00, $20.00 and $25.00 are met on or before July 10, 2031. Certain option grants are fully vested, while others vest over time in substantially equal quarterly installments.
Megan R. Wilson, Chief Strategy Officer of General Fusion Group Ltd., reports her initial beneficial ownership in the company. She directly holds 51,150 common shares and 10,653 Earnout Shares. She also holds several stock option and Earnout Option awards over common and Earnout Shares, with exercise prices from $0.0100 to $9.0600 and expirations between 2031 and 2036, many subject to time-based vesting and, for Earnout Shares, share-price performance thresholds.
Ross M. Donaldson, Senior VP, Technology Development at General Fusion Group Ltd., reports direct holdings of common shares, stock options and earnout awards. He owns 791 common shares plus options over large blocks, including 386,903 shares at $0.5300 and 174,439 shares at $8.9500, with expirations from 2027 through 2036. Some options are fully vested; others and related earnout options vest quarterly, and earnout classes convert into common shares only if the volume weighted average price reaches $15.00, $20.00 and $25.00 for 20 of 30 trading days on or before July 10, 2031.