{"url_path":"/sec/svac/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/2074850/0001104659-26-084015-index.html","accession_number":"0001104659-26-084015","cik":"0002074850","ticker":"SVAC","issuer_name":"General Fusion Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074850/0001104659-26-084015-index.html","primary_entity_key":"0002074850","primary_entity_name":"General Fusion Group Ltd."},"word_count":1252,"has_tables":true,"body_markdown":"**ITEM 10. ADDITIONAL INFORMATION**\n\n \n\n**A. Share Capital**\n\n \n\nUpon the closing of the Business Combination and\nthe adoption of the New GF Closing Articles, the Company’s authorized share capital consists of (a) an unlimited number of\nNew GF Subordinate Voting Shares, no par value, of which 52,988,419 are outstanding; (b) an unlimited number of preferred shares,\nno par value, issuable in series, of which none are outstanding; (c) 4,500,000 New GF Class A Earnout Shares, of which 3,173,061\nare outstanding; (d) 4,500,000 New GF Class B Earnout Shares, of which 3,173,060 are outstanding; (e) 4,500,000 New GF\nClass C Earnout Shares, of which 3,173,060 are outstanding; and (f) 12,000,000 New GF Multiple Voting Shares, of which 10,556,373\nare outstanding.\n\n \n\nInformation regarding our\nshare capital is included in the Proxy Statement/Prospectus under the section entitled “*Description of New General Fusion Securities\nFollowing the Business Combination*” and is incorporated herein by reference.\n\n \n\n 10 \n\n \n\n \n\n**B. Memorandum and Articles of Association**\n\n \n\nThe Company is governed by\nthe New GF Closing Articles filed in connection with the Business Combination. Information regarding certain material provisions of the\nNew GF Closing Articles and the rights, preferences and restrictions of each class of shares is included in the Proxy Statement/Prospectus\nunder the sections entitled “*Description of New General Fusion Securities Following the Business Combination*” and “*Comparison\nof Corporate Governance and Shareholder Rights*” and is incorporated herein by reference. A copy of the New GF Closing Articles\nis filed as Exhibit 1.2 to this Report.\n\n \n\n**C. Material Contracts**\n\n \n\nInformation regarding certain\nmaterial contracts, including the Business Combination Agreement (filed as Exhibit 4.1 to this Report), is included in the Proxy\nStatement/Prospectus under the sections entitled “*The Business Combination—Related Agreements,”*“*Business\nof General Fusion and Certain Information About General Fusion*,” “*General Fusion Management’s Discussion and\nAnalysis of Financial Condition and Results of Operations—Material Events During the Year Ended December 31, 2025*”\nand “*General Fusion Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material\nContractual Obligations and Commitments*” and is incorporated herein by reference.\n\n \n\n**D. Exchange Controls and Other Limitations Affecting Security Holders**\n\n \n\nExcept as may be required\nunder applicable withholding tax laws and certain laws of general application, including laws relating to investment review, economic\nsanctions, anti-terrorism and anti-money laundering, there are no Canadian federal or provincial laws or regulations that generally restrict\nthe payment of dividends or other distributions to non-resident holders of New GF Subordinate Voting Shares or the repatriation of capital\nor earnings from Canada. See Item 10.E below for a discussion of applicable withholding tax requirements.\n\n \n\n**E. Taxation**\n\n \n\nInformation regarding (i) certain\nU.S. federal income tax consequences of owning and disposing of the Company’s securities is included in the Proxy Statement/Prospectus\nunder the sections entitled “*Material U.S. Federal Income Tax Considerations for U.S. Holders of Spring Valley Securities*”\nand “*Material U.S. Federal Income Tax Considerations for U.S. Holders of General Fusion Securities*” and (ii) certain\nCanadian federal income tax consequences of owning and disposing of New GF Subordinate Voting Shares is included in the Proxy Statement/Prospectus\nunder the section entitled “*Material Canadian Tax Considerations*,” each as of the date of the Proxy Statement/Prospectus\nand each of which is incorporated herein by reference.\n\n \n\n**F. Dividends and Paying Agents**\n\n \n\nWe have never paid cash dividends\non our share capital. We intend to retain our future earnings, if any, to finance the further development and expansion of our business\nand do not intend to pay cash dividends or make distributions to the holders of our New GF Subordinate Voting Shares in the foreseeable\nfuture. Any future determination to pay dividends or make distributions to the holders of our New GF Subordinate Voting Shares will be\nmade at the discretion of our board of directors, subject to applicable laws, and it will depend on a number of factors, including our\nfinancial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business\nconditions, and other factors that our board of directors may deem relevant.\n\n \n\nInformation regarding the\ndividends which will accrue to the holders of the New GF Multiple Voting Shares is included in the Proxy Statement/Prospectus under the\nsection entitled “*The Business Combination—Related Agreements—PIPE Subscription Agreements”* and is incorporated\nherein by reference.\n\n \n\nThe Company’s transfer\nagent and registrar for the New GF Subordinate Voting Shares and the New GF Public Warrants is Odyssey Transfer and Trust Company. The\nCompany has not appointed a paying agent.\n\n \n\n 11 \n\n \n\n \n\n**G. Statement by Experts**\n\n \n\nThe financial statements of\nSpring Valley as of December 31, 2025 and for the period from March 12, 2025 (inception) through December 31, 2025 have\nbeen audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in their report thereon, which contains\nan explanatory paragraph about Spring Valley’s ability to continue as a going concern, and are incorporated by reference herein\nin reliance on such report given on the authority of said firm as experts in auditing and accounting. The offices of WithumSmith+Brown,\nPC are located at 1411 Broadway, 23rd Floor, New York, New York 10018 (PCAOB ID No. 100).\n\n \n\nThe consolidated financial\nstatements of General Fusion Inc., as of December 31, 2025 and 2024 and for each of the two years in the period ended\nDecember 31, 2025 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as set\nforth in their report thereon, and are incorporated by reference herein in reliance on such report given on the authority of said\nfirm as experts in accounting and auditing. The audit report of PricewaterhouseCoopers LLP on the aforementioned consolidated\nfinancial statements contains an explanatory paragraph that states General Fusion Inc.’s recurring losses from operations and\naccumulated deficit, along with other matters, raise substantial doubt about its ability to continue as a going concern. The\nconsolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.\nPricewaterhouseCoopers LLP is located at 250 Howe Street, Suite 1400, Vancouver, British Columbia\nV6C 3S7, Canada (PCAOB ID No. 271).\n\n \n\n**H. Documents on Display**\n\n \n\nWe are subject to the informational\nrequirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including Annual Reports\non Form 20-F and Reports on Form 6-K. The SEC maintains a website at *https://www.sec.gov* that contains reports, proxy\nand information statements and other information we have filed electronically with the SEC. As a foreign private issuer incorporated in\na qualifying jurisdiction, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and\ncontent of proxy statements, and our executive officers, directors and principal shareholders are exempt from the short-swing profit recovery\nprovisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic\nreports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the\nExchange Act.\n\n \n\nWe also make available on\nour website, free of charge, our Annual Reports on Form 20-F and the text of our Reports on Form 6-K, including any amendments\nto these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or\nfurnished to the SEC. Our website is *https://generalfusion.com*. The reference to our website is an inactive textual reference only,\nand information contained therein or connected thereto is not incorporated into this Report.\n\n \n\nInformation is also filed\nwith the Canadian Securities Administrators (www.sedarplus.com).\n\n \n\n**I. Subsidiary Information**\n\n \n\nSee Item 4.C of this Report, which is incorporated\nherein by reference."}