Form 4 General Fusion Group For: Jul 10 Filed by: Sorrells Christopher Dixon

July 14, 2026 4:09 PM

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:		3235-0287
Expires:	December 31, 2014
Estimated average burden
hours per response:		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Sorrells Christopher Dixon

(Last)

(First)

(Middle)

6020 RUSS BAKER WAY

(Street)

RICHMOND

V7B 1B4

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
General Fusion Group Ltd. [ GFUZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	07/10/2026		C		5,296,667	A	$ 0	5,296,667 ⁽¹⁾	I ⁽²⁾	See Footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Shares ⁽³⁾	⁽⁴⁾	07/10/2026		E			1,000,000	⁽⁴⁾	⁽⁴⁾	Class A Common Shares	1,000,000	$ 0	6,546,667	I ⁽²⁾	See Footnote
Class B Common Shares ⁽³⁾	⁽⁴⁾	07/10/2026		J			1,250,000	⁽⁴⁾	⁽⁴⁾	Class A Common Shares	1,250,000	$ 0	5,296,667	I ⁽²⁾	See Footnote
Class B Common Shares ⁽³⁾	⁽⁵⁾	07/10/2026		C			5,296,667	⁽⁵⁾	⁽⁵⁾	Class A Common Shares	5,296,667	$ 0	0	I ⁽²⁾	See Footnote
Class A Earnout Shares	⁽⁶⁾	07/10/2026		E		333,334		⁽⁶⁾	⁽⁶⁾	Common Shares	333,334	$ 0	333,334 ⁽¹⁾	I ⁽²⁾	See Footnote
Class B Earnout Shares	⁽⁷⁾	07/10/2026		E		333,333		⁽⁷⁾	⁽⁷⁾	Common Shares	333,333	$ 0	333,333 ⁽¹⁾	I ⁽²⁾	See Footnote
Class C Earnout Shares	⁽⁸⁾	07/10/2026		E		333,333		⁽⁸⁾	⁽⁸⁾	Common Shares	333,333	$ 0	333,333 ⁽¹⁾	I ⁽²⁾	See Footnote
Warrants (right to buy)	$ 11.5	07/10/2026		A		1,666,667		08/09/2026	07/10/2033	Common Shares	1,666,667	$ 0.9 ⁽⁹⁾	1,666,667 ⁽¹⁾	I ⁽²⁾	See Footnotes

Explanation of Responses:

1. Following the closing of the business combination between the issuer and General Fusion Inc. (the "Closing"), Mr. Sorrells no longer has beneficial ownership of the securities owned by Spring Valley Acquisition III Sponsor, LLC (the "Sponsor").

2. The Sponsor is the record holder of the shares reported herein. Mr. Sorrells was the managing member of the Sponsor prior to the Closing.

3. As described in the issuer's registration statement on Form F-4 (File No. 333-293688) (the "Registration Statement"), in connection with the Closing, the issuer continued from the Cayman Islands to British Columbia, resulting in the conversion of all Class B ordinary shares of the issuer, a Cayman Islands exempted corporation, into Class B common shares of the issuer, a British Columbia limited company (the "Continuation").

4. As described in the Registration Statement, in connection with the Closing, the Sponsor (i) transferred 1,250,000 Class B common shares to certain investors in the issuer's simple agreements for future equity, and (ii) forfeited 1,000,000 Class B common shares (the "Forfeiture"). In connection with the Forfeiture, the Sponsor received 333,334 Class A Earnout Shares, 333,333 Class B Earnout Shares and 333,333 Class C Earnout Shares from the issuer.

5. As described in the Registration Statement, following the Continuation, the Class B common shares of the issuer automatically converted into Class A common shares of the issuer on a one-for-one-basis, after which the Class A common shares were re-designated as common shares of the issuer.

6. If at any time during the period following the Closing and expiring on the fifth anniversary of the Closing (the "Earnout Period"), for any 20 trading days within a period of 30 consecutive trading days (the "Measurement Period"), the volume-weighted average price of the issuer's common shares (the "VWAP") exceeds $15.00, then the Class A Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis.

7. If at any time during the Earnout Period, the VWAP exceeds $20.00 during any Measurement Period, then the Class B Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis.

8. If at any time during the Earnout Period, the VWAP exceeds $25.00 during any Measurement Period, then the Class C Earnout Shares shall automatically convert into the issuer's common shares on a one-for-one basis.

9. In connection with the Closing, the Sponsor elected to convert a working capital loan with a principal amount of $1,500,000 into warrants to purchase 1,666,667 of the issuer's common shares.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	/s/ Griffin D. Foster, as attorney-in-fact for Christopher Sorrells	07/14/2026
	** 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 4 (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.

ATTACHMENTS / EXHIBITS

ex24-07142026_080706.htm

StreetInsider

Log in to your account:

Form 4 General Fusion Group For: Jul 10 Filed by: Sorrells Christopher Dixon

Categories