| 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*
(Street)
(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)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 Shares | 334,442 | D | |
| Common Shares | 293,977 | I | By Spouse |
| 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 Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (1) | 10/16/2033 | Common Shares | 3,421 | $5.5 | D | |
| Stock Option (right to buy) | (2) | 09/11/2034 | Common Shares | 2,566 | $5.44 | D | |
| Stock Option (right to buy) | (3) | 08/06/2035 | Common Shares | 65,104 | $0.53 | D | |
| Stock Option (right to buy) | (3) | 09/11/2035 | Common Shares | 17,102 | $0.53 | D | |
| Stock Option (right to buy) | (3) | 05/27/2036 | Common Shares | 29,074 | $8.95 | D | |
| Earnout Options (right to buy) | (1)(4) | 07/10/2031 | Earnout Shares | 712 | $0.01 | D | |
| Earnout Options (right to buy) | (2)(4) | 07/10/2031 | Earnout Shares | 534 | $0.01 | D | |
| Earnout Options (right to buy) | (3)(4) | 07/10/2031 | Earnout Shares | 23,181 | $0.01 | D | |
| Earnout Shares | (4) | 07/10/2031 | Common Shares | 69,672 | (4) | D | |
| Earnout Shares | (4) | 07/10/2031 | Common Shares | 61,242 | (4) | I | By Spouse |
| 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. |
| 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. |
| 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 Mark S. Little | 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) | ||