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General Fusion Group (GFUZ) director discloses extensive stock and earnout options

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

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.

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Insider Harrison Norman
Role Director
Type Security Shares Price Value
holding Stock Option (right to buy) F1 -- -- --
holding Stock Option (right to buy) F2 -- -- --
holding Stock Option (right to buy) F3 -- -- --
holding Stock Option (right to buy) F3 -- -- --
holding Stock Option (right to buy) F3 -- -- --
holding Earnout Options (right to buy) F1, F4 -- -- --
holding Earnout Options (right to buy) F2, F4 -- -- --
holding Earnout Options (right to buy) F3, F4 -- -- --
Holdings After Transaction: Stock Option (right to buy) — 107,112 shares (Direct); Earnout Options (right to buy) — 22,311 shares (Direct)
Footnotes (4)
  1. F1. These 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. 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.
  2. F2. These 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. 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.
  3. F3. These 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.
  4. F4. Earnout 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.
Common shares under options 55804.0000 Underlying common shares for stock options with $0.5300 exercise price expiring 2035-08-06
Exercise price 0.5300 Exercise price per share for certain stock options on common shares
Common shares under options 29074.0000 Underlying common shares for stock options with $8.9500 exercise price expiring 2036-05-27
Exercise price 8.9500 Exercise price per share for another stock option grant on common shares
Earnout Shares under options 21243.0000 Underlying Earnout Shares for Earnout Options with $0.0100 exercise price expiring 2031-07-10
Earnout exercise price 0.0100 Exercise price per Earnout Share for the reported Earnout Options
Earnout trigger price A 15.00 VWAP hurdle for Class A Earnout Shares to convert to common shares
Earnout trigger prices B and C 20.00 / 25.00 VWAP hurdles for Class B and Class C Earnout Shares conversion conditions
Earnout Options financial
"Earnout Options associated with each option award retained the vesting history"
Earnout Shares financial
"Earnout Shares, including the Earnout Shares underlying the Earnout Options, consist"
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
volume weighted average price financial
"if the volume weighted average price of the Company's common shares equals or exceeds"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Business Combination financial
"prior to the closing of the Legacy Company's business combination with Spring Valley"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
substantially equal quarterly installments financial
"with the remaining shares vesting in 12 substantially equal quarterly installments thereafter"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does the Form 3 filing for GFUZ report about Harrison Norman?

The Form 3 reports that Harrison Norman, a director of General Fusion Group Ltd. (GFUZ), holds several stock options and earnout options. These cover common shares and Earnout Shares with varying exercise prices, vesting schedules and expirations extending out to 2036.

How many GFUZ common shares are covered by Harrison Norman’s largest option position?

One of Harrison Norman’s largest reported option positions covers 55,804 common shares of General Fusion Group Ltd. at an exercise price of $0.5300 per share, with the related options scheduled to expire on August 6, 2035, subject to the vesting terms disclosed.

What are the terms of the higher-priced stock options reported for GFUZ?

Norman also reports stock options on 29,074 common shares of GFUZ at an exercise price of $8.9500 per share. These options are scheduled to expire on May 27, 2036, and vest over time according to the quarterly vesting schedule described in the footnotes.

How do the GFUZ Earnout Shares reported in the Form 3 convert to common shares?

Earnout Shares, including those underlying Norman’s earnout options, automatically convert to GFUZ common shares if, on or before July 10, 2031, the volume weighted average price reaches $15.00, $20.00 and $25.00 for 20 trading days within any 30-day period.

How did the GFUZ business combination affect Harrison Norman’s option grants?

Footnotes explain that options originally granted by General Fusion Inc. were exchanged for options of General Fusion Group Ltd. in connection with its business combination with Spring Valley Acquisition Corp. III. Previously vested options and related Earnout Options retained their vesting history after this exchange.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Harrison Norman

(Last)(First)(Middle)
6020 RUSS BAKER WAY

(Street)
RICHMONDV7B 1B4

(City)(State)(Zip)

BRITISH COLUMBIA, CANADA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
07/10/2026
3. Issuer Name and Ticker or Trading Symbol
General Fusion Group Ltd. [ GFUZ ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) (1)09/13/2033Common Shares3,421$5.5D
Stock Option (right to buy) (2)09/11/2034Common Shares1,711$5.44D
Stock Option (right to buy) (3)08/06/2035Common Shares55,804$0.53D
Stock Option (right to buy) (3)09/11/2035Common Shares17,102$0.53D
Stock Option (right to buy) (3)05/27/2036Common Shares29,074$8.95D
Earnout Options (right to buy) (1)(4)07/10/2031Earnout Shares712$0.01D
Earnout Options (right to buy) (2)(4)07/10/2031Earnout Shares356$0.01D
Earnout Options (right to buy) (3)(4)07/10/2031Earnout Shares21,243$0.01D
Explanation of Responses:
1. These 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. 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.
2. These 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. 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.
3. These 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.
4. Earnout 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
/s/ Griffin D. Foster, as attorney-in-fact for Norman Harrison07/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)