General Fusion Group Ltd. SEC Filings

General Fusion Group Ltd. director and Chief Executive Officer Gregory D. Twinney filed an initial ownership report. He directly holds 290,533 Common Shares and 60,525 Earnout Shares, plus multiple stock option and earnout option grants with exercise prices ranging from $0.01 to $9.06 and expirations through 2036.

Key positions include options over 1,770,828 Common Shares at $0.53 expiring August 6, 2035, and options over 581,463 Common Shares at $8.95 expiring May 27, 2036. Footnotes describe vesting schedules tied to prior grants and a business combination, and state that Earnout Shares convert into common shares 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.

General Fusion Group Ltd. completed a business combination with Spring Valley Acquisition Corp. III on July 10, 2026, continuing from the Cayman Islands to British Columbia and adopting its current name. New GF Subordinate Voting Shares trade on Nasdaq under “GFUZ” and New GF Public Warrants under “GFUZW.”

On an unaudited pro forma combined basis as of December 31, 2025, the company reported cash and cash equivalents of US$169,626k, current liabilities of US$73,108k, long-term liabilities of US$87,644k and redeemable convertible PIPE preferred shares of 10,556,373 shares valued at US$106,256k. The common share capital balance was US$365,406k, with an accumulated deficit of US$444,666k, resulting in total shareholders’ equity of negative US$85,964k.

Post-closing authorized capital includes an unlimited number of New GF Subordinate Voting Shares, of which 52,988,419 are outstanding, 12,000,000 New GF Multiple Voting Shares, of which 10,556,373 are outstanding, and three series of New GF Earnout Shares. Auditors for General Fusion Inc. cited recurring losses and accumulated deficit that raise substantial doubt about its ability to continue as a going concern.

General Fusion Group Ltd. is the subject of an amended beneficial ownership report by RichRich Capital LLC and Rich Huang. As of July 14, 2026, each reporting person states they beneficially own no Class A Ordinary Shares of the issuer, representing 0% of the class and ownership of 5 percent or less.

General Fusion Group Ltd. reported indirect equity changes tied to its business combination with General Fusion Inc. Spring Valley Acquisition III Sponsor, LLC saw its Class B common shares convert into 5,296,667 common shares and converted a $1,500,000 working capital loan into 1,666,667 warrants with an $11.50 exercise price. The sponsor also transferred 1,250,000 and forfeited 1,000,000 Class B shares, receiving Class A, B and C earnout shares that convert only if VWAP exceeds $15.00, $20.00 or $25.00 during specified trading periods. The report states director Christopher Dixon Sorrells no longer has beneficial ownership of securities held by the sponsor.

Spring Valley Acquisition Corp. III is having its unit securities removed from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq certifies that it has complied with its own rules and with 17 CFR 240.12d2-2(b) to strike this class of securities from listing. The company is also stated to have complied with the Exchange’s rules and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration.

Spring Valley Acquisition Corp. III reports a Schedule 13G ownership stake. Meteora Capital, LLC and Vik Mittal disclose beneficial ownership of 3,390,000 shares of Class A common stock, representing 14.74% of the class. The filing shows shared voting and dispositive power over the 3,390,000 shares. The filing is signed by Vik Mittal on 07/08/2026.

Spring Valley Acquisition Corp. III reported that shareholders approved all key proposals related to its planned business combination with General Fusion Inc. At the extraordinary general meeting, 17,402,874 ordinary shares, or about 56.74% of shares entitled to vote, were represented, establishing a quorum.

Proposals covering the continuation, the business combination itself, new organizational documents, Nasdaq listing matters, an incentive plan, a price adjustment mechanism, and the election of directors each received strong majority support. Because these items passed, the adjournment proposal was not needed. The filing also highlights extensive forward-looking statement and risk disclosures around completing the deal, regulatory approvals, fusion technology development, listing requirements, and the planned PIPE financing.

Spring Valley Acquisition Corp. III entered into an unsecured promissory note with its sponsor for up to $1,500,000. The company can draw on this note before it completes its initial business combination, and the note carries no interest.

When the business combination is completed, the principal becomes due, and the sponsor may instead convert some or all of the outstanding principal into Working Capital Warrants at $0.90 per warrant. These warrants would match the terms and transfer restrictions of the private placement warrants issued at the company’s initial public offering.

Spring Valley Acquisition Corp. III entered into a Second Amended Business Combination Agreement with General Fusion Inc. and NewCo, further updating the terms of their planned merger. The new amendment gives General Fusion’s SAFE holders the right to vote on the key arrangement resolution tied to the plan of arrangement.

The filing also reminds investors that the merger will be completed through a continuation of the SPAC to British Columbia and an amalgamation with NewCo, after which the combined company is expected to be renamed General Fusion Inc. A joint Form F-4 registration statement and proxy materials have been filed with the SEC for shareholder approval of the proposed business combination.