07/21/2026 | Press release | Distributed by Public on 07/21/2026 15:40
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FORM 3
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (1) | 10/01/2030 | Common Shares | 1,711 | $4.5 | D | |
| Stock Option (right to buy) | (1) | 12/22/2031 | Common Shares | 3,421 | $6.67 | D | |
| Stock Option (right to buy) | (2) | 08/01/2033 | Common Shares | 11,972 | $5.5 | D | |
| Stock Option (right to buy) | (2) | 09/11/2034 | Common Shares | 2,857 | $5.44 | D | |
| Stock Option (right to buy) | (3) | 08/06/2035 | Common Shares | 217,075 | $0.53 | D | |
| Stock Option (right to buy) | (4) | 05/27/2036 | Common Shares | 116,293 | $8.95 | D | |
| Earnout Options (right to buy) | (1)(5) | 10/01/2030 | Earnout Shares | 356 | $0.01 | D | |
| Earnout Options (right to buy) | (1)(5) | 07/10/2031 | Earnout Shares | 712 | $0.01 | D | |
| Earnout Options (right to buy) | (2)(5) | 07/10/2031 | Earnout Shares | 3,089 | $0.01 | D | |
| Earnout Options (right to buy) | (4)(5) | 07/10/2031 | Earnout Shares | 24,227 | $0.01 | D | |
| Earnout Options (right to buy) | (3)(5) | 07/10/2031 | Earnout Shares | 45,223 | $0.01 | D | |
| Earnout Shares | (5) | 07/10/2031 | Common Shares | 4,563 | (5) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Crystal Robert J. 6020 RUSS BAKER WAY RICHMOND V7B 1B4 |
Senior VP, Finance | |||
| /s/ Griffin D. Foster, as attorney-in-fact for Robert J. Crystal | 07/21/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 25% of the underlying shares on the original date of grant by the Legacy Company, or in the case of Earnout Options, the original date of grant of the associated option award, and 25% of the remaining shares will vest on the first anniversary of the original date of grant, 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 twelve 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. |
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Remarks: Exhibit List: Exhibit 24-Power of Attorney |
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