SEC FORM 3

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Wilson Megan R.

(Last)

(First)

(Middle)

6020 RUSS BAKER WAY

(Street)

RICHMOND

V7B 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
Common Stock	51,150	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	05/03/2032	Common Shares	21,378	$9.06	D
Stock Option (right to buy)	⁽²⁾	08/01/2033	Common Shares	4,276	$5.5	D
Stock Option (right to buy)	⁽²⁾	09/11/2034	Common Shares	4,276	$5.44	D
Stock Option (right to buy)	⁽³⁾	08/06/2035	Common Shares	325,520	$0.53	D
Stock Option (right to buy)	⁽⁴⁾	05/27/2036	Common Shares	290,732	$8.95	D
Earnout Options (right to buy)	⁽¹⁾⁽⁵⁾	07/10/2031	Earnout Shares	4,453	$0.01	D
Earnout Options (right to buy)	⁽²⁾⁽⁵⁾	07/10/2031	Earnout Shares	1,780	$0.01	D
Earnout Options (right to buy)	⁽³⁾⁽⁵⁾	07/10/2031	Earnout Shares	67,816	$0.01	D
Earnout Options (right to buy)	⁽⁴⁾⁽⁵⁾	07/10/2031	Earnout Shares	60,569	$0.01	D
Earnout Shares	⁽⁵⁾	07/10/2031	Common Shares	10,653	⁽⁵⁾	D

Explanation of Responses:

1. Fully vested.

2. These 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.

3. These 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.

4. 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.

5. 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 Megan R. Wilson	07/20/2026
	** Signature of Reporting Person	Date
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)