0001104659-26-106033 | F-1 | XBRL Viewer | General Fusion Group LTD

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Reports
- Submission
- Offerings
- Fees Summary
Reports
- Document and Entity Information
Statements
- CONDENSED CONSOLIDATED BALANCE SHEETS
- CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)
- CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
- CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
- CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical)
- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Reports
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- PUBLIC OFFERING
- PRIVATE PLACEMENT
- RELATED PARTY TRANSACTIONS
- COMMITMENTS
- SHAREHOLDERS' DEFICIT
- FAIR VALUE MEASUREMENTS
- SEGMENT INFORMATION
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Tables
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- FAIR VALUE MEASUREMENTS (Tables)
- SEGMENT INFORMATION (Tables)
Details
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments Held in Trust Account (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrant Instruments (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Ordinary Share (Details)
- PUBLIC OFFERING (Details)
- PRIVATE PLACEMENT (Details)
- RELATED PARTY TRANSACTIONS - Founder Shares (Details)
- RELATED PARTY TRANSACTIONS - Additional Information (Details)
- COMMITMENTS (Details)
- SHAREHOLDERS' DEFICIT (Details)
- SHAREHOLDERS' DEFICIT - Warrants (Details)
- FAIR VALUE MEASUREMENTS - Public warrants (Details)
- FAIR VALUE MEASUREMENTS - Asset held in the Trust Account (Details)
- SEGMENT INFORMATION (Details)
- SUBSEQUENT EVENTS (Details)
Statements
- CONDENSED CONSOLIDATED BALANCE SHEETS
- CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)
- CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
- CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical)
- CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Reports
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- CASH AND CASH EQUIVALENTS
- INVESTMENTS HELD IN TRUST
- RELATED PARTY TRANSACTIONS
- COMMITMENTS AND CONTINGENCIES
- SHAREHOLDERS' DEFICIT
- SUBSCRIPTION AGREEMENT LIABILITY
- FAIR VALUE MEASUREMENTS
- SEGMENT INFORMATION
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Tables
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- SHAREHOLDERS' DEFICIT (Tables)
- SUBSCRIPTION AGREEMENT LIABILITY (Tables)
- FAIR VALUE MEASUREMENTS (Tables)
- SEGMENT INFORMATION (Tables)
Details
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Class A ordinary shares subject to possible redemption (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrant Instruments (Details)
- CASH AND CASH EQUIVALENTS - (Details)
- RELATED PARTY TRANSACTIONS - Founder Shares (Details)
- RELATED PARTY TRANSACTIONS - Additional Information (Details)
- COMMITMENTS AND CONTINGENCIES (Details)
- SHAREHOLDERS' DEFICIT (Details)
- SHAREHOLDERS' DEFICIT - Warrants (Details)
- SHAREHOLDERS' DEFICIT - Public warrants (Details)
- SUBSCRIPTION AGREEMENT LIABILITY - The key inputs into the Monte Carlo simulation method for the subscription agreement liability (Details)
- FAIR VALUE MEASUREMENTS - Company's assets and liabilities that are measured at fair value on a recurring basis (Details)
- FAIR VALUE MEASUREMENTS - Fair value of the Company's Level 3 subscription agreement liability (Details)
- SEGMENT INFORMATION (Details)
- SUBSEQUENT EVENTS (Details)
Statements
- CONSOLIDATED BALANCE SHEETS
- CONSOLIDATED BALANCE SHEETS (Parenthetical)
- CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
- CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical)
- CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY AND CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES
- CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY AND CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES (Parenthetical)
- CONSOLIDATED STATEMENTS OF CASH FLOWS
Reports
- Nature of business
- Basis of presentation and going concern
- Significant accounting policies
- Cash and cash equivalents and restricted cash
- Government assistance
- Property and equipment
- Accounts payable and accrued liabilities
- Leases
- Convertible notes
- SIF contribution liability
- SAFE liabilities
- Redeemable preferred shares
- Common share capital
- Share-based compensation plan
- Related party loans
- Financial instruments
- Income taxes
- Project Development Agreement with the UK Atomic Energy Authority
- Interest and other income
- Research and development expenses
- Business development, marketing, communications and government relations expenses
- General and administrative expenses
- Supplemental cash flow information
- Commitments and contingencies
- Basic and diluted net loss per share
- Subsequent Events
Accounting Policies
- Significant accounting policies (Policies)
Tables
- Significant accounting policies (Tables)
- Cash and cash equivalents and restricted cash (Tables)
- Government assistance (Tables)
- Property and equipment (Tables)
- Accounts payable and accrued liabilities (Tables)
- Leases (Tables)
- Convertible notes (Tables)
- SIF contribution liability (Tables)
- SAFE liabilities (Tables)
- Redeemable preferred shares (Tables)
- Common share capital (Tables)
- Share-based compensation plan (Tables)
- Financial instruments (Tables)
- Income taxes (Tables)
- Research and development expenses (Tables)
- Business development, marketing, communications and government relations expenses (Tables)
- General and administrative expenses (Tables)
- Basic and diluted net loss per share (Tables)
Details
- Basis of presentation and going concern (Details)
- Significant accounting policies - Property and equipment (Details)
- Significant accounting policies - Fair value of financial instruments (Details)
- Significant accounting policies - Operating segments (Details)
- Cash and cash equivalents and restricted cash - Reconciliation (Details)
- Cash and cash equivalents and restricted cash - Narrative (Details)
- Government assistance - Statement of operations (Details)
- Government assistance (Details)
- Property and equipment (Details)
- Property and equipment - Narative (Details)
- Accounts payable and accrued liabilities (Details)
- Leases - Lease balances (Details)
- Leases - Narative (Details)
- Leases - Maturities of operating lease liabilities (Details)
- Convertible notes (Details)
- Convertible notes - Settlement alternatives (Details)
- Convertible notes - Rights Offering (Details)
- Convertible notes - Activity (Details)
- Convertible notes - Assumptions (Details)
- SIF contribution liability - Summary of the Company's SIF contribution liability (Details)
- SIF contribution liability - Tabular disclosure of assumptions used for contingent contribution repayments (Details)
- SIF contribution liability - Schedule of Warrant activity (Details)
- SIF contribution liability - Narratives (Details)
- SAFE liabilities - Narratives (Details)
- SAFE liabilities - Summary of Company's SAFE liabilities (Details)
- SAFE liabilities - Summary of significant assumptions used in valuations of SAFEs and used to estimate the fair value of SAFE warrants issued (Details)
- Redeemable preferred shares (Details)
- Redeemable preferred shares - Issued and outstanding redeemable convertible preferred shares pre- and post-Rights Offering and common shares issued in exchange for preferred shareholders who did not participate in the Rights Offering (Details)
- Redeemable preferred shares - Issued and outstanding redeemable convertible preferred shares pre- and post-Rights Offering (Details)
- Common share capital (Details)
- Common share capital - Narrative (Details)
- Share-based compensation plan (Details)
- Share-based compensation plan - Stock option activity (Details)
- Share-based compensation plan - Stock options outstanding and exercisable (Details)
- Share-based compensation plan - Fair value of stock options granted (Details)
- Share-based compensation plan - Share-based liabilities measured at fair value (Details)
- Related party loans (Details)
- Financial instruments - Fair values (Details)
- Financial instruments - Foreign currency risk (Details)
- Income taxes - Income tax reconciliation (Details)
- Income taxes - Deferred income tax assets (Details)
- Income taxes - Non-capital loss carry forwards (Details)
- Income taxes (Details)
- Project Development Agreement with the UK Atomic Energy Authority (Details)
- Interest and other income (Details)
- Research and development expenses (Details)
- Business development, marketing, communications and government relations expenses (Details)
- General and administrative expenses (Details)
- Supplemental cash flow information (Details)
- Basic and diluted net loss per share (Details)
- Subsequent Events (Details)
Statements
- Interim Condensed Consolidated Balance Sheets
- Interim Condensed Consolidated Balance Sheets (Parenthetical)
- Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
- Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical)
- Interim Condensed Consolidated Statements of Changes in Temporary Equity and Shareholders' Deficiency
- Interim Condensed Consolidated Statements of Changes in Temporary Equity and Shareholders' Deficiency (Parenthetical)
- Interim Condensed Consolidated Statements of Cash Flows
Reports
- Nature of business
- Basis of presentation and liquidity
- Significant accounting policies
- Cash and cash equivalents and restricted cash
- Government assistance
- Property and equipment
- Accounts payable and accrued liabilities
- Leases
- Prepaid expenses and other
- Convertible notes
- SIF contribution liability
- SAFE liabilities
- PIPE subscription obligation
- Redeemable preferred shares
- Common share capital
- Share-based compensation plan
- Financial instruments
- Segment information
- Research and development expenses
- Business development, marketing, communications and government relations expenses
- General and administrative expenses
- Supplemental cash flow information
- Basic and diluted net loss per share
- Subsequent Events
Accounting Policies
- Significant accounting policies (Policies)
Tables
- Cash and cash equivalents and restricted cash (Tables)
- Government assistance (Tables)
- Property and equipment (Tables)
- Accounts payable and accrued liabilities (Tables)
- Leases (Tables)
- Prepaid expenses and other (Tables)
- Convertible notes (Tables)
- SIF contribution liability (Tables)
- SAFE liabilities (Tables)
- PIPE subscription obligation (Tables)
- Redeemable preferred shares (Tables)
- Common share capital (Tables)
- Share-based compensation plan (Tables)
- Financial instruments (Tables)
- Research and development expenses (Tables)
- Business development, marketing, communications and government relations expenses (Tables)
- General and administrative expenses (Tables)
- Basic and diluted net loss per share (Tables)
Details
- Nature of business (Details)
- Basis of presentation and liquidity (Details)
- Cash and cash equivalents and restricted cash - Reconciliation (Details)
- Cash and cash equivalents and restricted cash - Narrative (Details)
- Government assistance - Statement of operations (Details)
- Government assistance (Details)
- Property and equipment (Details)
- Property and equipment - Narative (Details)
- Accounts payable and accrued liabilities (Details)
- Leases - Lease balances (Details)
- Leases - Narative (Details)
- Leases - Maturities of operating lease liabilities (Details)
- Prepaid expenses and other (Details)
- Convertible notes (Details)
- Convertible notes - Rights Offering (Details)
- Convertible notes - Activity (Details)
- SIF contribution liability - Summary of the Company's SIF contribution liability (Details)
- SIF contribution liability - Tabular disclosure of assumptions used for contingent contribution repayments (Details)
- SIF contribution liability - Schedule of Warrant activity (Details)
- SIF contribution liability - Narratives (Details)
- SAFE liabilities - Narratives (Details)
- SAFE liabilities - Summary of Company's SAFE liabilities (Details)
- SAFE liabilities - Summary of significant assumptions used in valuations of SAFEs and used to estimate the fair value of SAFE warrants issued (Details)
- PIPE subscription obligation (Details)
- PIPE subscription obligation - Assumptions (Details)
- Redeemable preferred shares (Details)
- Redeemable preferred shares - Issued and outstanding redeemable convertible preferred shares pre- and post-Rights Offering (Details)
- Common share capital (Details)
- Common share capital - Narrative (Details)
- Share-based compensation plan (Details)
- Share-based compensation plan - Stock option activity (Details)
- Share-based compensation plan - Stock options outstanding and exercisable (Details)
- Share-based compensation plan - Fair value of stock options granted (Details)
- Share-based compensation plan - Share-based liabilities measured at fair value (Details)
- Financial instruments - Fair values (Details)
- Financial instruments - Foreign currency risk (Details)
- Segment information (Details)
- Research and development expenses (Details)
- Business development, marketing, communications and government relations expenses (Details)
- General and administrative expenses (Details)
- Supplemental cash flow information (Details)
- Basic and diluted net loss per share (Details)
- Subsequent Events (Details)
All Reports

Segment information

6 Months Ended

Jun. 30, 2026

Segment information

Segment information

18.

Segment information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is considered to be the Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The significant segment expenses reviewed by the CODM are consistent the presentation of expenses as shown in note 19, 20, and 21 within these Interim Financial Statements.

- Definition

The entire disclosure for segment reporting.

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+ Details

Cash and cash equivalents and restricted cash

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash

4.	Cash and cash equivalents and restricted cash:

The following table is a reconciliation of cash and cash equivalents, and restricted cash reported in the consolidated balance sheets to the consolidated statements of cash flows.



	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	31,975	$	49,125
Restricted cash		305		667
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows	$	32,280	$	49,792

As of June 30, 2026, $305 in deposits served as collateral for the Company’s lease obligations and credit card facilities (2025 - $316). As of December 31, 2025, $351 of gross proceeds from the issuance of SAFE liabilities was held in a third-party trust account and recognized by the Company as restricted cash. The proceeds were released from the trust during the six months ended June 30, 2026.

4.Cash and cash equivalents and restricted cash:

The following table is a reconciliation of cash and cash equivalents, and restricted cash reported in the consolidated balance sheets to the consolidated statements of cash flows.



		As of December 31
		2025			2024
Cash and cash equivalents		$	49,125		$	6,392
Restricted cash			667			169
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows		$	49,792		$	6,561

At December 31, 2025, $316 in deposits served as collateral for the Company’s lease obligations and credit card facilities (2024 - $169). At December 31, 2025, $351 of gross proceeds from the issuance of SAFE liabilities was held in a third-party trust account. The Company recognized these funds as restricted cash, with a corresponding liability recorded for the issued SAFE liabilities.

SAFE liabilities

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SAFE liabilities

SAFE liabilities

12.

SAFE liabilities:

The Company issued Simple Agreements for Future Equity (“SAFEs”) to several investors for aggregate gross proceeds of $44,507. Of the total proceeds, $44,307 was received during the year ended December 31, 2025 and $200 was received in January 2026. As part of the total proceeds received on the issuance of the SAFEs, $350 of proceeds related to the issuance 11,056,430 Class A common share warrants (“SAFE Warrants”).

The Company received $3,500 in gross proceeds from related parties in connection with the issuance of SAFEs, of which $28 was attributable to the issuance of 876,646 SAFE Warrants. The investors are considered related parties of the Company due to their representation on the Company’s Board of Directors.

The Company also received nominal cash proceeds of $112 in exchange for the SAFE Warrants issued as consideration for the finders’ fees.

Under the SAFEs, investors provide upfront cash in exchange for the right to receive future shares upon the occurrence of specified events. Upon the earlier of a qualifying equity financing or a liquidity event, the SAFEs shall convert or settle according to their contractual terms. A qualifying equity financing is sale of preferred shares of the Company in a transaction or series of transactions resulting in gross proceeds of not less than $100,000 (“Qualifying Equity Financing”), and a liquidity event is defined as an initial public offering (“IPO”), SPAC merger, direct listing or a change of control (“Liquidity Event”). In a Qualifying Equity Financing, the SAFEs shall convert into equity of the Company at the price per share equal to the lower of:

(a)

a 25% discount to the price per share at which the preferred shares of the Company are sold for cash proceeds in such Qualifying Equity Financing or,

(b)

the valuation cap defined as $500,000 plus the amount raised under the SAFE (“Valuation Cap”) divided by the Company’s fully diluted number of shares, as determined on a post-money basis.

12.

SAFE liabilities (continued):

In the event of an IPO, direct listing, or SPAC merger, each SAFE converts into a number of common shares equal to the purchase amount divided by the liquidity price, which is the lower of

(a)

a 25% discount to the price per share at which common shares are sold in a Liquidity Event, or,

(b)

the valuation cap divided by the Company’s fully diluted number of shares on an as converted basis immediately prior to the Liquidity Event.

The SAFEs are considered freestanding financial instruments as they are legally detachable and separately exercisable from other instruments. While the SAFEs do not meet the definition of a liability under ASC 480, Distinguishing Liabilities from Equity, the Company determined they do not qualify for equity classification under ASC 815, Derivatives and Hedging as the SAFEs fail the indexation criteria under ASC 815-40 as the number of shares to be issued upon settlement is variable. Furthermore, the SAFEs contain provisions requiring cash settlement upon a change of control. As a change of control is an event deemed to be outside the Company’s control, equity classification is precluded under ASC 815-40-25. Accordingly, the SAFEs are classified as liabilities within the consolidated balance sheets and are measured to fair value at each financial reporting date with changes in fair value recognized in loss on the revaluation of SAFE liabilities within other expense (income) in the consolidated statement of operations. Upon settlement of the SAFEs into preferred or common shares of the Company, the carrying amount of the SAFE liability will be reclassified to equity at the fair value of the shares issued.

The SAFE Warrants issued in connection with the SAFEs are classified as freestanding financial instruments. The Company determined that these warrants do not qualify for equity classification under ASC 815, Derivatives and Hedging, and must be accounted for as derivative liabilities. The SAFE Warrants fail the indexed to the Company’s own stock criteria under ASC 815-40-15. Specifically, the exercise price of the SAFE Warrants is denominated in U.S. dollars, whereas the Company’s functional currency is the Canadian dollar. Accordingly, the SAFE Warrants are classified as liabilities within the Interim Condensed Consolidated Balance Sheets and are measured at fair value at each reporting period with changes in fair value recognized in within other expense (income) in the consolidated statement of operations.

A summary of the Company’s SAFE liabilities balances is as follows:



		SAFEs			SAFE Warrants			Total
Balance, January 1, 2025		$	—		$	—		$	—
Initial recognition			38,206			6,101			44,307
Finders’ fees SAFE Warrants			—			2,000			2,000
Change in fair value			5,084			5,049			10,133
Foreign currency translation			1,050			21			1,071
Balance, December 31, 2025		$	44,340		$	13,171		$	57,511
Issuance			172			28			200
Change in fair value			13,898			2,344			16,242
Foreign currency translation			(2,257)			(76)			(2,333)
Balance, June 30, 2026		$	56,153		$	15,467		$	71,620

12.

SAFE liabilities (continued):

The fair value of the SAFEs was estimated using a PWERM, which incorporated assumptions regarding the timing and probability of four mutually exclusive scenarios: SPAC conversion, IPO conversion, change of control event, and dissolution. The values for the respective scenarios that are subject to the PWERM valuation are as follows:

●

SPAC Transaction: The value is derived from the estimated total equity value of the Company upon the projected completion of a de-SPAC transaction.

●

IPO and Change of Control: These scenarios are modeled based on the implied equity value from the actual SAFE financing, incorporating both the time-value of money (discounting) and the contractual conversion discount. Furthermore, the IPO scenario accounts for the upside potential triggered by the adjusted valuation cap, which is calculated based on the aggregate SAFE proceeds.

●

Dissolution: The value in the dissolution scenario is assumed to be $nil.

Subsequent to June 30, 2026, the closing of the BCA on July 10, 2026 constituted a Liquidity Event under the terms of the SAFEs, and immediately prior to the consummation of the BCA, all outstanding SAFEs were converted into 34,425,136 common shares of the Company. Upon closing, those common shares were exchanged for Subordinate Voting Shares of New General Fusion at the exchange ratio prescribed in the BCA, resulting in 5,887,331 Subordinate Voting Shares of New General Fusion being issued to the former SAFE holders. In addition, the SAFE Warrants were exchanged for 2,538,601 Subordinate Voting Share warrants of New General Fusion, with the exercise price correspondingly adjusted to reflect the exchange ratio.

The significant assumptions used in the June 30, 2026 and December 31, 2025 valuations of the SAFEs are set forth in the table below.



		June 30, 2026		December 31, 2025
SPAC probability		96	%	91	%
IPO probability		1.3	%	3	%
Change of control probability		1.3	%	3	%
Dissolution		1.3	%	3	%
Estimated time to conversion event (years)		0.10		0.75

12.

SAFE liabilities (continued):

The assumptions used to estimate the fair value of the SAFE Warrants issued are set forth in the table below:



		June 30, 2026			December 31, 2025
Fair value of common shares		$	1.65		$	1.28
Exercise price			1.975			1.997
Expected term			2.4 years			2.9 years
Expected volatility			120	%		135	%
Risk-free interest rate			4.06	%		3.49	%
Expected dividend		$	—		$	—

During the six months ended June 30, 2026, an anti-dilution adjustment under the terms of the SAFE Warrants was triggered, resulting in the exercise price being adjusted from $1.9968 to $1.9749 per share and a corresponding increase in the number of shares issuable upon exercise. The impact of the adjustment is reflected in the fair value of the SAFE Warrants as of June 30, 2026.

Sensitivities for key assumptions were as follows:

●

With other variables unchanged, an increase or decrease in the probability of the Company closing a SPAC transaction by 3% would result in an increase (decrease) in the estimated fair value of the SAFEs of $1.5 million or ($1.5 million), respectively;

●

With other variables unchanged, an increase or decrease in the estimated common share price by 20% would result in an increase (decrease) in the fair value of the SAFE Warrants by approximately $4.0 million or ($3.9 million), respectively;

●

With other variables unchanged, an increase or decrease in the estimated volatility rate by 20% would result in an increase (decrease) in the fair value of the SAFE Warrants by approximately $2.2 million or ($2.7 million), respectively;

11.

SAFE liabilities:

In November and December 2025, the Company issued Simple Agreements for Future Equity (“SAFEs”) to several investors for aggregate gross proceeds of $44,307. Subsequent to December 31, 2025, the Company issued SAFEs for proceeds of $200.

As part of the total proceeds received on the issuance of the SAFEs, $350 of proceeds related to the issuance 11,006,350 Class A common share warrants (“SAFE Warrants”). The SAFE Warrants have an exercise price of $1.9968 per share and are exercisable from the date of issuance. The SAFE Warrants expire on the earlier of a (i) change of control, and (ii) November 19, 2028. The SAFE Warrants have certain down-round and antidilution rights for non-exempt dilutive share issuances.

The Company received $3,500 in gross proceeds from the issuance of SAFEs to related parties, which resulted in the issuance of 876,646 SAFE Warrants. The investors are considered related parties of the Company due to their representation on the Company’s Board of Directors.

Under the SAFEs, investors provide upfront cash in exchange for the right to receive future shares upon the occurrence of specified events. Upon the earlier of a qualifying equity financing or a liquidity event, the SAFEs shall convert or settle according to their contractual terms. A qualifying equity financing is sale of preferred shares of the Company in a transaction or series of transactions resulting in gross proceeds of not less than $100,000 (“qualifying equity financing”), and a liquidity event is defined as an initial public offering, special purpose acquisition Company merger, direct listing or a change of control “Liquidity Event”). In a qualifying equity financing, the SAFEs shall convert into equity of the Company at the price per share equal to the lower of:

(a)

a 25% discount to the price per share at which the preferred shares of the Company are sold for cash proceeds in such qualifying equity financing, or,

(b)

the valuation cap defined as $500.0 million plus the amount raised under the SAFE (“Valuation Cap”) divided by the Company’s fully diluted number of shares, as determined on a post-money basis.

In the event of an initial public offering, direct listing, or special purpose acquisition Company merger, each SAFE converts into a number of common shares equal to the purchase amount divided by the liquidity price, which is the lower of:

(a)

a 25% discount to the Liquidity Event price, or,

(b)

the valuation cap divided by the Company’s fully diluted number of shares on an as-as converted basis immediately prior to the Liquidity Event.

11.

SAFE liabilities: (continued)

In the event of a change of control, the investors will automatically be entitled to receive a portion of cash consideration or share consideration, or a combination thereof as applicable, due and payable to the investor immediately prior to, or concurrent with the consummation of the change of control, equal to the greater of:

(a)

the original purchase amount, subject to the liquidation priority noted below, or,

(b)

the original purchase amount divided by the liquidity price.

Dissolution event

If the Company experiences a liquidation, dissolution, winding up, or assignment for the benefit of creditors, other than a change of control (a “Dissolution Event”), SAFE holders are entitled to receive a cash payment equal to their original purchase amount, payable immediately prior to the consummation of the Dissolution Event, subject to the applicable liquidation priority.

Liquidation priority

Upon a change of control or Dissolution Event, The SAFEs are (i) junior to payment of outstanding indebtedness and creditor claims, (ii) on par with payments for other SAFEs and/or Class B redeemable convertible preferred shares of the Company, and (ii) senior to payments for common shares of the Company.

Dividends

If the Company pays a cash dividend on its common shares while the SAFEs are outstanding, SAFE holders are entitled to receive an equivalent dividend amount as if the dividend date were a Liquidity Event for purposes of determining the applicable conversion price.

The SAFEs are considered freestanding financial instruments as they are legally detachable and separately exercisable from other instruments. While the SAFEs do not meet the definition of a liability under ASC 480, Distinguishing Liabilities from Equity, the Company determined they do not qualify for equity classification under ASC 815, Derivatives and Hedging as the SAFEs fail the indexation criteria under ASC 815-40 as the number of shares to be issued upon settlement is variable. Furthermore, the SAFEs contain provisions requiring cash settlement upon a change of control. As a change of control is an event deemed to be outside the Company’s control, equity classification is precluded under ASC 815-40-25. Accordingly, the SAFEs are classified as liabilities within the consolidated Balance Sheets and are measured to fair value at each financial reporting date with changes in fair value recognized in loss on the revaluation of SAFE liabilities within other expense (income) in the consolidated statement of operations. Upon settlement of the SAFEs into preferred or common shares of the Company, the carrying amount of the SAFE liability will be reclassified to equity at the fair value of the shares issued.

The SAFE Warrants issued in connection with the SAFEs are classified as freestanding financial instruments. The Company determined that these warrants do not qualify for equity classification under ASC 815, Derivatives and Hedging, and must be accounted for as derivative liabilities. The SAFE Warrants fail the indexed to the Company’s own stock criteria under ASC 815-40-15. Specifically, the exercise price of the SAFE Warrants is denominated in U.S. dollars, whereas the Company’s functional currency is the Canadian dollar. Accordingly, the SAFE Warrants are classified as liabilities within the consolidated Balance Sheets and are measured at fair value at each reporting period with changes in fair value recognized within other expense (income) in the consolidated statement of operations.

Finance costs of $3,559 were incurred in connection with the issuance of the SAFEs and SAFE Warrants and were expensed as incurred, consistent with the accounting for financial liabilities measured at fair value through profit and loss. Of the $3,559 transaction costs incurred, $2,000 related to the estimated fair value of 3,625,000 SAFE Warrants issued as consideration for finders’ fees in relation the proceeds received on SAFE financing. The Black-Scholes option pricing model was used to estimate the fair value of the SAFE Warrants at issuance and at period-end.

11.

SAFE liabilities: (continued)

The Company also received nominal cash proceeds of $112 in exchange for the SAFE Warrants issued as consideration for the finders’ fees.

A summary of the Company’s SAFE liabilities balances is as follows:



			SAFE
	SAFEs		Warrants			Total
Balance, January 1, 2025	$	—	$	—		$	—
Initial recognition		38,206		6,101			44,307
Finders’ fees SAFE Warrants		—		2,000			2,000
Change in fair value		5,084		5,049			10,133
Foreign currency translation		1,050		21			1,071
Balance, December 31, 2025	$	44,340	$	13,171		$	57,511

The fair value of the SAFEs was estimated using a PWERM, which incorporated assumptions regarding the timing and probability of four mutually exclusive scenarios: special purpose acquisition Company (“SPAC”) merger, initial public offering (“IPO”), change of control event, and dissolution. The values for the respective scenarios that are subject to the PWERM valuation are as follows:

SPAC Transaction: The value is derived from the estimated total equity value of the Company upon the projected completion of a de-SPAC transaction.

Dissolution: The value in the dissolution scenario is assumed to be $nil.

The significant assumptions used in the initial and December 31, 2025 valuations of the SAFEs are set forth in the table below.



		Initial			December 31,
		recognition			2025
SPAC probability			50	%		91	%
IPO probability			22	%		3	%
Change of control probability			22	%		3	%
Dissolution			6	%		3	%
Estimated common share value at closing of a SPAC		$	3.11		$	2.21
Discount rate			34.53	%		34.53	%

11.

SAFE liabilities: (continued)

The assumptions used to estimate the fair value of the SAFE Warrants issued are set forth in the table below:



		Initial			December 31
		recognition			2025
Fair value of common shares		$	0.95		$	1.28
Weighted average expected term			3.00 years			2.9 years
Weighted average expected volatility			118	%		135	%
Weighted average risk-free interest rate			3.00	%		3.49	%
Expected dividend		$	nil		$	nil

As of December 31, 2025, 14,631,350 SAFE Warrants were outstanding with a weighted average exercise price of $1.9968 per warrant (2024 - $nil).

Sensitivities for key assumptions were as follows:

with other variables unchanged, an increase or decrease in the probability of the Company closing a SPAC transaction by 5% would result in an increase (decrease) in the estimated fair value of the SAFEs of $1.8 million or ($1.8 million), respectively;

With other variables unchanged, increase or decrease in the estimated volatility rate by 10% would result in an increase (decrease) in the fair value of the SAFE Warrants by approximately $1.0 million or ($1.0 million), respectively;

RELATED PARTY TRANSACTIONS - Founder Shares (Details)					6 Months Ended	7 Months Ended	10 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jan. 21, 2026	Aug. 15, 2025 $ / shares shares	Aug. 06, 2025 shares	Mar. 28, 2025 USD ($) D $ / shares shares	Jun. 30, 2026 USD ($) shares	Aug. 06, 2025 shares	Dec. 31, 2025 USD ($) shares	Dec. 31, 2025 shares	Dec. 31, 2024 shares	Sep. 05, 2025 shares
RELATED PARTY TRANSACTIONS
Number of shares converted to Common A shares						11,960,583
Reverse stock split conversion ratio			0.10		0.1			0.10	0.10
Common shares, outstanding					13,324,608		13,290,803	13,290,803	1,316,702
Class B common shares
RELATED PARTY TRANSACTIONS
Common shares, outstanding							0	0	0
Class A ordinary shares
RELATED PARTY TRANSACTIONS
Number of shares converted to Common A shares			11,960,583					11,960,583
Spring Valley Acquisition III \| Class B common shares
RELATED PARTY TRANSACTIONS
Reverse stock split conversion ratio					1		1
Common shares, outstanding					7,666,667		7,666,667	7,666,667
Spring Valley Acquisition III \| Class A ordinary shares
RELATED PARTY TRANSACTIONS
Common shares, outstanding					0		0	0
Spring Valley Acquisition III \| Sponsor \| Class B common shares
RELATED PARTY TRANSACTIONS
Number of shares transferred		13,333
Transfer price per share \| $ / shares		$ 43.48
Spring Valley Acquisition III \| Founder shares
RELATED PARTY TRANSACTIONS
Restrictions on transfer period of time after business combination completion				1 year
Spring Valley Acquisition III \| Founder shares \| Class B common shares
RELATED PARTY TRANSACTIONS
Reverse stock split conversion ratio		1.33
Number of shares transferred		13,333
Transfer price per share \| $ / shares		$ 43.48
Common shares, outstanding		7,666,667
Shares held by each independent director		40,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by stockholders		25.00%
Number of shares no longer subject to forfeiture										1,000,000
Spring Valley Acquisition III \| Founder shares \| Class B common shares \| Maximum
RELATED PARTY TRANSACTIONS
Number of shares subject to forfeiture		1,000,000
Spring Valley Acquisition III \| Founder shares \| Class A ordinary shares
RELATED PARTY TRANSACTIONS
Stock price trigger (in dollars per share) \| $ / shares				$ 12
Threshold number of trading days \| D				20
Threshold number of consecutive trading days \| D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences \| D				150
Spring Valley Acquisition III \| Founder shares \| Sponsor
RELATED PARTY TRANSACTIONS
Percentage of equity interest forfeited	15.00%
Spring Valley Acquisition III \| Founder shares \| Sponsor \| Class B common shares
RELATED PARTY TRANSACTIONS
Net proceeds \| $				$ 25,000	$ 25,000		$ 25,000
Number of shares converted to Common A shares				5,750,000
Common shares, outstanding		7,546,667
Number of shares no longer subject to forfeiture										1,000,000

SEGMENT INFORMATION (Details)	3 Months Ended		4 Months Ended	6 Months Ended		10 Months Ended	12 Months Ended
SEGMENT INFORMATION (Details)	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) segment	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) segment	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
SEGMENT INFORMATION
Cash and cash equivalents (note 4)	$ 31,975,000			$ 31,975,000		$ 49,125,000	$ 49,125,000	$ 6,392,000
General and administrative	6,362,000	$ 1,739,000		11,840,000	$ 3,879,000		13,372,000	$ 8,607,000
Spring Valley Acquisition III
SEGMENT INFORMATION
Investments held in Trust Account	236,690,350			236,690,350		232,809,646	232,809,646
Cash and cash equivalents (note 4)	1,889,472			1,889,472		749,812	749,812
General and administrative	388,314	16,620	$ 16,620	570,497		450,346
Interest earned on investments held in Trust Account	2,076,992			$ 4,123,512		$ 2,809,646
Single reportable segment \| Spring Valley Acquisition III
SEGMENT INFORMATION
Number of reportable segment \| segment				1		1
Investments held in Trust Account	236,690,350			$ 236,690,350		$ 232,809,646	232,809,646
Cash and cash equivalents (note 4)	1,889,472			1,889,472		749,812	$ 749,812
General and administrative	388,314	$ 16,620	$ 16,620	570,497		450,346
Interest earned on investments held in Trust Account	$ 2,076,992			$ 4,123,512		$ 2,809,646

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 25
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-25

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-25

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (j)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

+ Details

SIF contribution liability - Narratives (Details) $ in Thousands		3 Months Ended	6 Months Ended	12 Months Ended
	Aug. 06, 2025	Jun. 30, 2026 USD ($) $ / shares	Jun. 30, 2026 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares
SIF contribution liability
Reverse stock split conversion ratio	0.10		0.1	0.10	0.10
SIF contribution liability
SIF contribution liability
Financial liability		$ 45,141	$ 45,141
Fair value of the contingent contribution repayment obligation		$ 131	$ 131	$ 102
Probability of cash repayment		0.01	0.01	0.01
Reverse stock split conversion ratio					10
SIF contribution liability \| Share price
SIF contribution liability
Liability, measurement input \| $ / shares		1.65	1.65	1.28	9.3
Sensitivity analysis, fair value, financial liability, percentage impact		20.00%	20.00%	20.00%
Sensitivity analysis, impact on financial liability fair value due to increase in input		$ 17,500	$ 17,500	$ 5,700
Sensitivity analysis, impact on financial liability fair value due to decrease in input		$ 17,500	$ 17,500	$ 4,700
SIF contribution liability \| Cash repayment Probability
SIF contribution liability
Sensitivity analysis, fair value, financial liability, percentage impact		5.00%	5.00%	5.00%
Funding liability
SIF contribution liability
Fair value of the contingent contribution repayment obligation				$ 102	$ 93
Probability of cash repayment				0.01
Probability of repayment via warrants		0.01	0.01	1	0.01
Funding liability \| Share price
SIF contribution liability
Sensitivity analysis, impact on financial liability fair value due to increase in input		$ 4,200	$ 4,200	$ 500

Income taxes (Details) $ in Thousands, $ in Thousands	Dec. 31, 2025 USD ($)	Dec. 31, 2025 CAD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2024 CAD ($)
Income taxes
Deductible Scientific Research & Experimental expenditures	$ 51,300	$ 70,308	$ 48,905	$ 70,308
Investment tax credits	$ 9,433	$ 12,929	$ 8,993	$ 12,929

Income taxes - Income tax reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income (loss) before income taxes:
Domestic	$ (32,205)
Foreign	909
Loss before income taxes	$ (31,296)	$ (57,775)
Statutory tax rate	27.00%	27.00%
Tax recovery	$ (8,450)	$ (15,599)
Non-deductible expenses and permanent differences:		1,045
Share-based compensation	2,565
SIF contribution liabilities	3,153
Change in fair value of SAFE liabilities	2,708
Change in fair value of Convertible Notes	(5,932)
Warrant consideration	520
Other	(241)
Adjustment for prior years	(59)	(140)
Tax rate differences-foreign & domestic	(12)	679
Non-refundable federal income tax credits		(22)
Impact of foreign exchange differentials and other	359	18
Changes in valuation allowance	5,463	14,014
Income tax expense (recovery) (note 17)	$ (74)	$ 5
Tax Jurisdiction of Domicile [Extensible Enumeration]	CANADA	CANADA

Accounts payable and accrued liabilities

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities

7.	Accounts payable and accrued liabilities:

The principal components of accounts payable and accrued liabilities are as follows:



	June 30, 2026		December 31, 2025
Accounts payable	$	1,241	$	1,561
Accrued payroll liabilities		1,445		1,949
Other accrued liabilities		2,221		1,623
	$	4,907	$	5,133

7.	Accounts payable and accrued liabilities:

The principal components of accounts payable and accrued liabilities are as follows:



		As of December 31
		2025			2024
Accounts payable		$	1,561		$	2,851
Accrued payroll liabilities			1,949			3,668
Other accrued liabilities			1,623			2,443
		$	5,133		$	8,962

Convertible notes - Activity (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	$ 28,369	$ 15,681	$ 14,116
Issuance		4,570	1,548
Change in fair value		7,321	1,222
Liability, ending balance		28,369	15,681
Convertible notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	21,412	21,412
Issuance			15,800
Accrued interest	909	1,115	867
Change in fair value	508	(21,689)	5,939
Changes in fair value attributable to changes in credit risk	(57)	(57)	(290)
Liability settlement		(1,758)
Foreign currency translation	1,137	977	(904)
Liability, ending balance	$ 23,909	$ 21,412	$ 21,412

Cash and cash equivalents and restricted cash - Reconciliation (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash and cash equivalents and restricted cash
Cash and cash equivalents	$ 31,975	$ 49,125		$ 6,392
Restricted cash	305	667		169
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows	$ 32,280	$ 49,792	$ 4,754	$ 6,561	$ 19,757

SHAREHOLDERS' DEFICIT (Details)			6 Months Ended	10 Months Ended	12 Months Ended
SHAREHOLDERS' DEFICIT (Details)	Aug. 15, 2025 shares	Aug. 06, 2025 shares	Jun. 30, 2026 Vote $ / shares shares	Dec. 31, 2025 Vote $ / shares shares	Dec. 31, 2025 Vote $ / shares shares	Dec. 31, 2024 shares	Mar. 31, 2026 shares	Sep. 05, 2025 shares	Dec. 31, 2023 shares
Common share capital
Common shares, issued			13,324,608	13,290,803	13,290,803	1,316,702
Common shares, outstanding			13,324,608	13,290,803	13,290,803	1,316,702
Common shares redemption, issued		180,827,421		189,817,561	189,817,561	18,082,742
Common shares redemption, outstanding		180,827,421		189,817,561	189,817,561	18,082,742			17,757,257
Conversion ratio		0.10	0.1		0.10	0.10
Class B common shares
Common share capital
Common shares, issued				0	0	0
Common shares, outstanding				0	0	0
Common shares redemption, issued			3,500,000	0	0
Common shares redemption, outstanding			3,500,000	0	0		3,500,000
Spring Valley Acquisition III
Common share capital
Preferred shares, shares authorized			1,000,000	1,000,000	1,000,000
Preferred shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued			0	0	0
Preferred shares, shares outstanding			0	0	0
Spring Valley Acquisition III \| Class A ordinary shares
Common share capital
Common shares, authorized			200,000,000	200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per share \| Vote			1	1	1
Common shares, issued			0	0	0
Common shares, outstanding			0	0	0
Spring Valley Acquisition III \| Class A ordinary shares subject to possible redemption
Common share capital
Common shares redemption, issued			23,000,000	23,000,000	23,000,000
Common shares redemption, outstanding			23,000,000	23,000,000	23,000,000
Spring Valley Acquisition III \| Class B common shares
Common share capital
Common shares, authorized			20,000,000	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per share \| Vote			1	1	1
Common shares, issued			7,666,667	7,666,667	7,666,667
Common shares, outstanding			7,666,667	7,666,667	7,666,667
Conversion ratio			1	1
Spring Valley Acquisition III \| Class B common shares \| Founder shares
Common share capital
Common shares, outstanding	7,666,667
Number of shares no longer subject to forfeiture								1,000,000
Conversion ratio	1.33
Spring Valley Acquisition III \| Class B common shares \| Founder shares \| Sponsor
Common share capital
Common shares, outstanding	7,546,667
Number of shares subject to forfeiture				1,000,000	1,000,000
Founder shares as percentage of issued and outstanding shares, if forfeiture is made (in %)				25.00%
Number of shares no longer subject to forfeiture								1,000,000

Significant accounting policies - Operating segments (Details) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026 segment	Dec. 31, 2025 USD ($) segment	Dec. 31, 2024 USD ($)
Significant accounting policies
Number of operating segments \| segment	1	1
Number of reportable segments not disclosed	true	true
Long-lived assets		$ 9,379	$ 11,655
CANADA
Significant accounting policies
Long-lived assets		$ 9,379	11,590
UNITED KINGDOM
Significant accounting policies
Long-lived assets			$ 65

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Business development, marketing, communications and government relations expenses

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Business development, marketing, communications and government relations expenses

Business development, marketing, communications and government relations expenses

20.

Business development, marketing, communications and government relations expenses:



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	562	$	353	$	983	$	864
Professional fees and contractors		333		41		565		67
Office, marketing, insurance, and travel		290		101		461		206
Software and information technology		24		4		50		9
Share-based compensation		196		214		275		427
Total	$	1,405	$	713	$	2,334	$	1,573

21.

Business development, marketing, communications and government relations expenses:



		Year ended December 31,
		2025		2024
Salaries and benefits		$	1,459	$	1,460
Professional fees and contractors			185		65
Office, insurance and travel			637		302
Software and information technology			16		43
Share-based compensation			1,205		820
Total		$	3,502	$	2,690

Accounts payable and accrued liabilities

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities

7.	Accounts payable and accrued liabilities:

The principal components of accounts payable and accrued liabilities are as follows:



	June 30, 2026		December 31, 2025
Accounts payable	$	1,241	$	1,561
Accrued payroll liabilities		1,445		1,949
Other accrued liabilities		2,221		1,623
	$	4,907	$	5,133

7.	Accounts payable and accrued liabilities:

The principal components of accounts payable and accrued liabilities are as follows:



		As of December 31
		2025			2024
Accounts payable		$	1,561		$	2,851
Accrued payroll liabilities			1,949			3,668
Other accrued liabilities			1,623			2,443
		$	5,133		$	8,962

Share-based compensation plan - Fair value of stock options granted (Details)		6 Months Ended	12 Months Ended
	Aug. 06, 2025	Jun. 30, 2026 $ / shares	Dec. 31, 2025 $ / shares	Dec. 31, 2024 $ / shares
Share-based compensation plan
Reverse stock split conversion ratio	0.10	0.1	0.10	0.10
Equity classified stock options
Share-based compensation plan
Fair value of common shares (in dollars per share)		$ 1.53	$ 0.2	$ 9.3
Weighted average expected term		7 years	6 years 3 months 18 days	4 years 1 month 6 days
Weighted average expected volatility		110.00%	139.00%	93.00%
Weighted average risk-free interest rate		3.26%	3.10%	1.65%
Expected dividend
Reverse stock split conversion ratio	0.1		0.10	0.10
Liability classified stock options
Share-based compensation plan
Fair value of common shares (in dollars per share)		$ 1.65	$ 1.28	$ 9.3
Weighted average expected term		5 years 8 months 12 days	5 years 7 months 6 days	5 years
Weighted average expected volatility		110.00%	138.00%	122.00%
Weighted average risk-free interest rate		3.13%	2.93%	2.96%
Expected dividend
Reverse stock split conversion ratio	0.1		0.10	0.10
Liability classified stock options \| 2025 Grant Date
Share-based compensation plan
Fair value of common shares (in dollars per share)			$ 0.1
Weighted average expected term			6 years 2 months 12 days
Weighted average expected volatility			139.00%
Weighted average risk-free interest rate			3.10%
Expected dividend
Liability classified stock options \| 2024 Grant Date
Share-based compensation plan
Fair value of common shares (in dollars per share)				$ 9.3
Weighted average expected term				6 years 8 months 12 days
Weighted average expected volatility				123.00%
Weighted average risk-free interest rate				3.08%
Expected dividend

SIF contribution liability (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SIF contribution liability

Schedule of activity of convertible notes



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

Schedule of Warrant activity



		Number		Exercise Price
Warrants outstanding December 31, 2024		15,191,077		$	—
Issuance of SIF Warrants		5,918,058			—
Warrants outstanding December 31, 2025		21,109,135		$	—
Issuance of SIF Warrants		1,048,211			—
Preferred Share Warrants		30,918,673			—
Warrants outstanding, June 30, 2026		53,076,019		$	—



		Class B Common
		Number		Exercise Price
Warrants outstanding December 31, 2023		11,090,146		$	—
Issuance of SIF Warrants		4,100,931			—
Warrants outstanding December 31, 2024		15,191,077		$	—
Issuance of SIF Warrants		5,918,058			—
Warrants outstanding, December 31, 2025		21,109,135		$	—

SIF contribution liability

SIF contribution liability

Schedule of activity of convertible notes



	Warrant obligation		Funding liability		Total
Balance, January 1, 2025	$	1,553	$	14,128	$	15,681
SIF Warrant obligation		4,570		—		4,570
Issuance of SIF Warrants		(5,494)		5,494		—
Change in fair value		548		6,773		7,321
Foreign currency translation		180		617		797
Balance, December 31, 2025		1,357		27,012		28,369
SIF Warrant obligation		3,624		—		3,624
Issuance of SIF Warrants		(5,008)		5,008		—
Change in fair value		184		57,858		58,042
Foreign currency translation		(157)		(2,461)		(2,618)
Balance, June 30, 2026	$	—	$	87,417	$	87,417



		Warrant			Funding
		obligation			liability			Total
Balance, January 1, 2024		$	3,802		$	10,314		$	14,116
SIF Warrant obligation			1,548			—			1,548
Issuance of SIF Warrants			(3,789)			3,789			—
Change in fair value			182			1,040			1,222
Foreign currency translation			(190)			(1,015)			(1,205)
Balance, December 31, 2024			1,553			14,128			15,681
SIF Warrant obligation			4,570			—			4,570
Issuance of SIF Warrants			(5,494)			5,494			—
Change in fair value			548			6,773			7,321
Foreign currency translation			180			617			797
Balance, December 31, 2025		$	1,357		$	27,012		$	28,369

Schedule of assumptions used for calculation of convertible note



	June 30, 2026			December 31, 2025
Amount funded (CAD)	$	74,275		$	69,275
Market debt recovery rate		14 – 28	%		14 – 28	%
Risk-adjusted discount rate		13 – 20	%		13 – 20	%



		December 31,			December 31,
		2025			2024
Amount funded		$	50,544		$	41,113
Term (years)			0.25			0.3
Market debt recovery rate			14 – 28	%		14 – 28	%
Risk-adjusted discount rate			13 – 20	%		15 – 23	%

Supplemental cash flow information (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Supplemental cash flow information
ROU assets in exchange for lease liabilities		$ 0	$ 0
Reduction in the ROU asset		68
Reduction in the lease liability		483
Warrant liability		1,067	10
Accounts payable relating to the purchase of property and equipment	$ 19	32	173
SIF warrants
Supplemental cash flow information
Warrant liability		$ 4,570	$ 3,789

Common share capital (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Common share capital

Schedule of Class A Common Shares issued



		Common Shares
		Number	Amount
Balance, December 31, 2024		1,316,702	$	2,407
Shares issued on exercise of options		13,518		8
Rights Offering share organization		11,960,583		148,122
Transfer of historical share issuance costs due to share reorganization		—		(4,024)
Rights Offering deemed dividends		—		11
Balance, December 31, 2025		13,290,803		146,525
Shares issued on exercise of options		33,805		84
Shares issued in connection with PIPE financing		3,500,000		26,306
Balance, June 30, 2026		16,824,608	$	172,915



		Class A Common Shares
		Number		Amount
Balance, January 1, 2024		1,302,453		$	2,364
Shares issued on exercise of options		14,249			43
Balance, December 31, 2024		1,316,702			2,407
Shares issued on exercise of options		13,518			8
Rights Offering Share Organization		11,960,583			148,122
Transfer of historical share issuance costs due to share reorganization		—			4,024
Rights Offering Deemed Dividends		11
Balance, December 31, 2025		13,290,803		$	146,525

(1)

Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480070/505-10-S50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-11

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-5

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-2

Reference 9: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-10

Reference 10: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

Reference 12: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-5

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-11

+ Details

SAFE liabilities - Summary of significant assumptions used in valuations of SAFEs and used to estimate the fair value of SAFE warrants issued (Details)	Jun. 30, 2026 $ / shares Y	Dec. 31, 2025 $ / shares Y	Nov. 30, 2025 $ / shares Y
SPAC probability
SAFE liabilities
Liability, measurement input	96	91
IPO probability
SAFE liabilities
Liability, measurement input	1.3	3
Change of control probability
SAFE liabilities
Liability, measurement input	1.3	3
Dissolution
SAFE liabilities
Liability, measurement input	1.3	3
Estimated common share value at closing of a SPAC
SAFE liabilities
Liability, measurement input	0.1	0.75
Fair value of common shares
SAFE liabilities
Warrants, measurement input \| $ / shares	1.65	1.28	0.95
Expected term
SAFE liabilities
Warrants, measurement input	2.4	2.9
Weighted average expected volatility
SAFE liabilities
Warrants, measurement input	120	135	1.18
Weighted average risk-free interest rate
SAFE liabilities
Warrants, measurement input	4.06	3.49	0.03
SAFEs \| SPAC probability
SAFE liabilities
Liability, measurement input		0.91	0.50
SAFEs \| IPO probability
SAFE liabilities
Liability, measurement input		0.03	0.22
SAFEs \| Change of control probability
SAFE liabilities
Liability, measurement input		0.03	0.22
SAFEs \| Dissolution
SAFE liabilities
Liability, measurement input		0.03	0.06
SAFEs \| Estimated common share value at closing of a SPAC
SAFE liabilities
Liability, measurement input \| $ / shares		2.21	3.11
SAFEs \| Discount rate
SAFE liabilities
Liability, measurement input		0.3453	0.3453
SAFE Warrants \| Expected term
SAFE liabilities
Warrants, measurement input		2.9	3

Redeemable preferred shares - Issued and outstanding redeemable convertible preferred shares pre- and post-Rights Offering (Details)		1 Months Ended
	Aug. 06, 2025 $ / shares shares	Aug. 31, 2025 $ / shares shares	Jun. 30, 2026	Dec. 31, 2025 shares	Dec. 31, 2024 shares	Dec. 31, 2023 shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	180,827,421			189,817,561	18,082,742
Temporary equity, shares outstanding (in shares)	180,827,421			189,817,561	18,082,742	17,757,257
Conversion ratio	0.01		0.01	0.01
Redemption minimum approval requirement	0.67%
New Class A
Redeemable preferred shares
Temporary equity, shares issued (in shares)	56,010,259	56,010,259
Temporary equity, shares outstanding (in shares)	56,010,259	56,010,259
Conversion ratio		0.01
Liquidation/Deemed liquidation preference		0.01
Redemption minimum approval requirement		0.667%
Class B Series 1 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)		11,612,203
Temporary equity, shares outstanding (in shares)		11,612,203
Conversion ratio		0.01
Liquidation/Deemed liquidation preference		0.02
Original subscription price per share \| $ / shares		$ 1.587
Redemption minimum approval requirement		0.667%
Class B Series 2 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)		26,965,385
Temporary equity, shares outstanding (in shares)		26,965,385
Conversion ratio		0.01
Liquidation/Deemed liquidation preference		0.02
Original subscription price per share \| $ / shares		$ 1.1903
Redemption minimum approval requirement		0.667%
Class B Series 3 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)		95,229,714
Temporary equity, shares outstanding (in shares)		95,229,714
Conversion ratio		0.01
Liquidation/Deemed liquidation preference		0.02
Original subscription price per share \| $ / shares	$ 0.0001	$ 0.00001
Redemption minimum approval requirement		0.667%

SUBSCRIPTION AGREEMENT LIABILITY

6 Months Ended

Jun. 30, 2026

Spring Valley Acquisition III

SUBSCRIPTION AGREEMENT LIABILITY

SUBSCRIPTION AGREEMENT LIABILITY

NOTE 8. SUBSCRIPTION AGREEMENT LIABILITY:

The Subscription Agreements obligate the Company to issue, and the PIPE Investors to purchase, the units, with the arrangement settling in its entirety or not at all. Pursuant to ASC 480-10-25-8, a financial instrument other than an outstanding share is classified as a liability if it embodies a conditional or unconditional obligation to transfer assets or issue equity shares. As the Subscription Agreement obligates the issuance of units containing preferred shares that are contingently redeemable at the holder’s option and liability-classified warrants, the arrangement represents a forward sale contract classified as a liability in accordance with ASC 480, accounted for as one unit of account during the interim period. Furthermore, the warrants are liability classified as they do not meet the indexation to own equity criteria per ASC 815-40 due to the existence of a specific exercise price resetting feature. The subscription agreement liability is measured at fair value at inception and remeasured at each reporting date, with changes in fair value recognized within change in fair value of subscription agreement liability in the unaudited condensed consolidated statements of operations, until the contract is settled or expires. Subsequent to June 30, 2026, the Subscription Agreements were settled concurrently upon the consummation of the PIPE Financing on July 10, 2026. See Note 11. Subsequent Events.

The fair value of the forward contract is measured as the fair value of the preferred shares and warrants to be issued under the Subscription Agreements, less the fixed consideration to be received. The fair values of the preferred shares and warrants contained within the Subscriptions Agreements were estimated using the Monte Carlo simulation method. The assumptions used to estimate the fair value of the preferred shares and warrants contained within the Subscription Agreements are set forth below:

As of June 30, 2026, the key inputs into the Monte Carlo simulation method for the subscription agreement liability were as follows:



		June 30,
		2026
Estimated fair value of the post-Business Combination common shares		$	9.69
Term (years)			5.0
Risk-free rate			4.11	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%

At March 31, 2026, the key inputs into the Monte Carlo simulation model for the subscription agreement liability were as follows:



		March 31,
		2026
Estimated fair value of the post-Business Combination common shares		$	8.57
Term (years)			5.3
Risk-free rate			3.88	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%

At initial recognition, the key inputs into the Monte Carlo simulation model for the subscription agreement liability were as follows:



		Initial
		Recognition
Estimated fair value of the post-Business Combination common shares		$	7.52
Term (years)			5.7
Risk-free rate			3.83	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%

SEGMENT INFORMATION

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SEGMENT INFORMATION

SEGMENT INFORMATION

18.

Segment information

Spring Valley Acquisition III

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 10. SEGMENT INFORMATION:

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:



		June 30, 2026			December 31, 2025
Investments held in Trust Account		$	236,690,350		$	232,809,646
Cash and cash equivalents		$	1,889,472		$	749,812



							For the Period
							from March 12,
	For the Three Months				For the Six Months		2025 (Inception)
	Ended June 30,				Ended June 30,		Through June 30,
	2026		2025		2026		2025
General and administrative expenses	$	388,314	$	16,620	$	570,497	$	16,620
Interest earned on investments held in Trust Account	$	2,076,992	$	—	$	4,123,512	$	—

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the required time period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the statement of operations and described within their respective disclosures.

NOTE 9. SEGMENT INFORMATION



		December 31, 2025
Investments held in Trust Account		$	232,809,646
Cash and cash equivalents		$	749,812



	For the Period from
	March 12, 2025
	(inception) through
	December 31, 2025
General and administrative expenses	$	450,346
Interest earned on investments held in Trust Account	$	2,809,646

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the statement of operations and described within their respective disclosures.

- Definition

The entire disclosure for segment reporting.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SEGMENT INFORMATION (Tables)

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Spring Valley Acquisition III

SEGMENT INFORMATION

Schedule of key metrics reviewed by CODM



		June 30, 2026			December 31, 2025
Investments held in Trust Account		$	236,690,350		$	232,809,646
Cash and cash equivalents		$	1,889,472		$	749,812



							For the Period
							from March 12,
	For the Three Months				For the Six Months		2025 (Inception)
	Ended June 30,				Ended June 30,		Through June 30,
	2026		2025		2026		2025
General and administrative expenses	$	388,314	$	16,620	$	570,497	$	16,620
Interest earned on investments held in Trust Account	$	2,076,992	$	—	$	4,123,512	$	—



		December 31, 2025
Investments held in Trust Account		$	232,809,646
Cash and cash equivalents		$	749,812



	For the Period from
	March 12, 2025
	(inception) through
	December 31, 2025
General and administrative expenses	$	450,346
Interest earned on investments held in Trust Account	$	2,809,646

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26A

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 25
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-25

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Common share capital (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Common share capital

Schedule of Class A Common Shares issued



		Common Shares
		Number	Amount
Balance, December 31, 2024		1,316,702	$	2,407
Shares issued on exercise of options		13,518		8
Rights Offering share organization		11,960,583		148,122
Transfer of historical share issuance costs due to share reorganization		—		(4,024)
Rights Offering deemed dividends		—		11
Balance, December 31, 2025		13,290,803		146,525
Shares issued on exercise of options		33,805		84
Shares issued in connection with PIPE financing		3,500,000		26,306
Balance, June 30, 2026		16,824,608	$	172,915



		Class A Common Shares
		Number		Amount
Balance, January 1, 2024		1,302,453		$	2,364
Shares issued on exercise of options		14,249			43
Balance, December 31, 2024		1,316,702			2,407
Shares issued on exercise of options		13,518			8
Rights Offering Share Organization		11,960,583			148,122
Transfer of historical share issuance costs due to share reorganization		—			4,024
Rights Offering Deemed Dividends		11
Balance, December 31, 2025		13,290,803		$	146,525

(1)

Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

- Definition

+ References

+ Details

SIF contribution liability - Schedule of Warrant activity (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Number
Warrants outstanding beginning balance	21,109,135	15,191,077
Warrants outstanding ending balance	53,076,019	21,109,135	15,191,077
SIF warrants
Number
Warrants	1,048,211	5,918,058
SIF contribution liability \| SIF warrants
Number
Warrants outstanding beginning balance	21,109,135	15,191,077	11,090,146
Warrants		5,918,058	4,100,931
Warrants outstanding ending balance		21,109,135	15,191,077

PUBLIC OFFERING	10 Months Ended
PUBLIC OFFERING	Dec. 31, 2025
Spring Valley Acquisition III
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering on September 5, 2025, the Company sold 23,000,000 Units, including 3,000,000 Units for the full close of the underwriter’s overallotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable public warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Prepaid expenses and other (Tables)

6 Months Ended

Jun. 30, 2026

Prepaid expenses and other

Schedule of prepaid expenses and other


	June 30, 2026		December 31, 2025
Deferred transaction costs	$	27,925	$	—
Other prepaid expenses		880		901
Deposits		154		7
Total prepaid expenses and other	$	28,959	$	908

Basis of presentation and going concern

12 Months Ended

Dec. 31, 2025

Basis of presentation and going concern

Basis of presentation and going concern

2.Basis of presentation and going concern:

General Fusion Inc. has prepared the accompanying consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

These consolidated financial statements include the accounts of General Fusion Inc. and its wholly owned subsidiaries General Fusion Corp., incorporated in the state of Delaware in the United States, General Fusion (UK) Limited, incorporated in the United Kingdom, General Fusion Technologies Inc., incorporated in British Columbia, and 1410498 B.C. Ltd., incorporated in British Columbia. All intercompany accounts and transactions have been eliminated upon consolidation.

These consolidated financial statements of the Company have been presented in US dollars (“$” or “USD”), except as disclosed otherwise. Certain disclosures include amounts presented in UK pounds sterling (“GBP”) and Canadian dollars (“CAD”).

Going concern:

The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business for the 12-months from the date of approval of these consolidated financial statements.

The Company has historically experienced recurring losses from operations and incurred an accumulated deficit of $331,952 through December 31, 2025 (2024 - $298,566). As of December 31, 2025, the Company had cash and cash equivalents of $49,125 and a working capital deficit (current assets less current liabilities) of $27,281 compared to cash and cash equivalents of $6,392 and a working capital deficit of $39,364 as of December 31, 2024. For the years ended December 31, 2025 and 2024, the Company incurred a net loss of $31,370 and $57,770, respectively, and cash flows used in operating activities of $23,988 and $29,110, respectively.

Subsequent to December 31, 2025, in January 2026, the Company, Spring Valley Acquisition Corp. III, a Cayman Islands exempt company (“Spring Valley”), and 1573562 B.C. Ltd., a British Columbia limited company and wholly-owned direct subsidiary of Spring Valley (“NewCo”) entered into a Business Combination Agreement (“BCA”). In connection with the BCA, the Company entered into securities purchase agreements for a Private Investment in Public Equity (“PIPE”) financing for total gross proceeds of $107,675. Receipt of the proceeds are contingent on the closing of the BCA (refer to note 26).

Additionally, in March 2026, the Company finalized an amendment to the Strategic Innovation Fund (“SIF”) Contribution Agreement. The March 2026 amendment provided for additional funding of CAD 5,000 ($3,600) in exchange for warrant consideration, of which, the Company has received CAD $3,914 ($2,857). Further details are included Note 5.

2.	Basis of presentation and going concern: (continued)

The Company does not currently generate revenue and has historically financed its operations through equity financing, debt and government assistance. Management expects that operating losses and negative cash flows from operations will continue in the foreseeable future. The Company’s ability to continue as a going concern and execute on its business plans is dependent upon its ability to obtain adequate additional financing.

Management’s plans to address these conditions include the completion of the contemplated business combination and the concurrent receipt of proceeds from the PIPE financing. However, the consummation of the business combination and the receipt of the PIPE proceeds are subject to closing conditions and therefore not guaranteed at the date of approval of these consolidated financial statements. Accordingly, there can be no assurance that these or other financings will be completed or on terms acceptable to the Company. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

These consolidated financial statements were authorized for issuance by the Board of Directors of the Company on April 22, 2026.

Leases

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

Leases

8.	Leases:

Lease balances consisted of the following:



	June 30, 2026		December 31, 2025
Right-of-use assets	$	2,706	$	2,918
Lease liabilities, current	$	390	$	454
Lease liabilities, non-current		3,875		4,233
Total operating lease liabilities	$	4,265	$	4,687

The Company leases its office and lab facilities and certain office equipment under non-cancellable operating leases with various lease terms. As of June 30, 2026, non-cancellable leases expire at the end of 2032.

As of June 30, 2026, the weighted average remaining lease term is 6.5 years (2025 – 7.0 years).

8.	Leases (continued):

As the implicit rate is not available to the Company, it determined its incremental borrowing rate and used this as the discount rate for its lease calculations. The incremental borrowing rate is based on the Company’s borrowing rate and adjusted for payment structure, the securitized nature of the lease, the term of the lease and the economic environment of the lease. As of June 30, 2026, the weighted average discount rate was 11.35% (December 31, 2025 - 11.35%).

Maturities of operating lease liabilities were as follows as of June 30, 2026:


Fiscal year ending:
2026	$	413
2027		838
2028		947
2029		947
Thereafter		2,841
Future minimum payments		5,986
Impact of discounting		(1,721)
Total	$	4,265

8.Leases:

Lease balances consisted of the following:



		As of December 31
		2025			2024
Right-of-use assets		$	2,918		$	3,278
Lease liabilities, current		$	454		$	597
Lease liabilities, non-current			4,233			4,410
Total operating lease liabilities		$	4,687		$	5,007

The Company leases its office and lab facilities and certain office equipment under non-cancellable operating leases with various lease terms. As of December 31, 2025, non-cancellable leases expire at the end of 2032.

The Company’s office and lab facilities leases include renewal options to extend the lease term from five to nine years. The Company has not included any renewal options when calculating the lease periods as these options are not reasonably certain of being exercised. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company recognizes operating lease costs on a straight-line basis over the lease period. Operating lease costs for short-term leases were not material during the years ended December 31, 2025 and 2024. Operating lease expense incurred for the years ended December 31, 2025 and 2024 was $757 and $960, respectively, of which $226 and $352, respectively, consisted of the depreciation of right-of-use assets.

8.	Leases: (continued)

At December 31, 2025, the weighted average remaining lease term is 7 years (2024 – 7.5 years).

As the implicit rate is not available to the Company, it determined its IBR and used this as the discount rate for its lease calculations. The IBR is based on the Company’s borrowing rate and adjusted for payment structure, the securitized nature of the lease, the term of the lease and the economic environment of the lease. At December 31, 2025, the weighted average discount rate was 11.35% (2024 - 11.15%).

Maturities of operating lease liabilities were as follows as of December 31, 2025:



Fiscal year ending:
2026	$	933
2027		870
2028		983
2029		983
2030		983
Thereafter		1,966
Future minimum payments		6,718
Impact of discounting		(2,031)
Total	$	4,687

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Redeemable preferred shares

Schedule of reconciliation of Class A ordinary shares subject to possible redemption



		Class A		Class B		Class C		Class D		Class E		Class F		Total
Balance at December 31, 2024		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Issuances		—		—		—		—		—		—		—
Balance at August 6, 2025		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Balance post Rights Offering
Class A Series 1		7,558,992		—		—		—		—		—		7,558,992
Class A Series 2		—		6,737,332		—		—		—		—		6,737,332
Class A Series 3		—		—		1,886,380		—		—		—		1,886,380
Class A Series 4		—		—		—		3,003,862		—		—		3,003,862
Class A Series 5		—		—		—		—		32,857,618		—		32,857,618
Class A Series 6		—		—		—		—		3,872,438		—		3,872,438
Class A Series 7		—		—		—		—		—		93,637		93,637
New Class A Total														56,010,259
Converted to Common A shares		1,483,852		3,058,733		605,990		1,959,896		4,102,995		749,117		11,960,583

Schedule of calculation of basic and diluted net income per ordinary share



	Three months ended June 30,				Six months ended June 30,
	2026		2025⁽¹⁾		2026		2025⁽¹⁾
Net loss for the period	$	83,692	$	4,022	$	122,504	$	9,710
F1 preferred shares deemed dividend		—		—		—		1,694
Loss attributable to common shareholders		83,692		4,022		122,504		11,404
Basic and diluted weighted average number of shares outstanding		14,440,768		1,317,732		14,435,062		1,317,220
Net loss per share attributable to common shareholders, basic and diluted	$	5.80	$	3.05	$	8.49	$	8.66

(1)	The weighted average shares outstanding for the three and six month periods ended June 30, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.



		Year-ended December 31
		2025		2024
Net loss for the year		$	31,370	$	57,770
F1 preferred shares deemed dividend			1,694		3,384
Rights offering deemed dividend			459
Loss attributable to common shareholders		$	33,523	$	61,154
Basic and diluted weighted average number of shares outstanding			6,209,121		1,307,771
Net loss per share attributable to common shareholders, basic and diluted		$	5.40	$	46.76

(1)	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Spring Valley Acquisition III

Redeemable preferred shares

Schedule of reconciliation of Class A ordinary shares subject to possible redemption



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025		232,669,164
Plus:
Remeasurement of carrying value to redemption value		1,944,194
Class A ordinary shares subject to possible redemption, March 31, 2026		234,613,358
Plus:
Remeasurement of carrying value to redemption value		1,973,142
Class A ordinary shares subject to possible redemption, June 30, 2026	$	236,586,500

As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025	$	232,669,164

Schedule of calculation of basic and diluted net income per ordinary share



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
	Class A ordinary
	shares		Class B ordinary
	subject to		shares not
	possible		subject to
	redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	1,331,560	$	1,027,740
Denominator:
Basic weighted-average shares outstanding		9,153,061		7,064,626
Basic net income per ordinary share	$	0.15	$	0.15



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
			Non-
	Class A		Redeemable
	Redeemable		Class A and B
	Ordinary		Ordinary
	Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	1,313,380	$	1,045,920
Denominator:
Diluted weighted-average shares outstanding		9,153,061		7,289,116
Diluted net income per ordinary share	$	0.14	$	0.14

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

+ References + Details

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended	10 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Jun. 30, 2026	Dec. 31, 2025
Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: Spring Valley Acquisition Corp. III (N/K/A General Fusion Group Ltd.) (the “Company” or “SVIII”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On January 19, 2026, 1573562 B.C. Ltd., a British Columbia limited company and a wholly-owned direct subsidiary of the Company, was formed. The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2026, the Company had not commenced any operations. All activity for the period from March 12, 2025 (inception) through June 30, 2026 related to the Company’s formation, the initial public offering (“Initial Public Offering”) described below and, subsequent to the Initial Public Offering, identifying a target for and negotiating and progressing toward completion of the Business Combination. The Company did not generate any operating revenues during the periods presented and generated non-operating income in the form of income earned on investments held in the trust account. On July 10, 2026, subsequent to the period covered by these condensed consolidated financial statements, the Company completed its Business Combination with General Fusion Inc. and was renamed General Fusion Group Ltd., as described below and in Note 11. Subsequent Events. The unaudited condensed consolidated financial statements as of and for the periods ended June 30, 2026 reflect the financial position, results of operations and cash flows of the Company prior to, and do not give effect to, the Business Combination. Initial Public Offering and Private Placement The Company’s Sponsor is Spring Valley Acquisition III Sponsor, LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on September 3, 2025. On September 5, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,046,111 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street”), the representative of the underwriters of the Initial Public Offering, at a price of $0.90 per warrant, generating gross proceeds of $6,341,500. Of those 7,046,111 Private Placement Warrants, the Sponsor purchased 4,490,555 Private Placement Warrants and the underwriters purchased 2,555,556 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $14,319,936, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee and $519,936 of other offering costs. NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: (continued) Trust Account Following the closing of the Initial Public Offering on September 5, 2025, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the private placement securities, was held in a trust account (“Trust Account”) and invested or held only in (i) U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. No later than 24 months after the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or such later time as provided for in any amendment to the Company’s Amended and Restated Memorandum and Articles of Association (an “Extension Period”), subject to applicable law, the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. Prior to the closing of a Business Combination, holders of the Class A ordinary shares sold in the Initial Public Offering (the “Public Shares”) were entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or for working capital requirements (such working capital withdrawals limited to up to 5% of the interest earned on the Trust Account) (“Permitted Withdrawals”), either (i) in connection with a shareholder vote to approve a Business Combination or (ii) upon the Company’s failure to complete a Business Combination within 24 months of the closing of the Initial Public Offering, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association. Accordingly, the Class A ordinary shares were recorded at redemption value and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In connection with the Business Combination, holders of 21,075,896 Class A ordinary shares exercised their redemption rights and the remaining balance of the Trust Account was released to the Company at the closing of the Business Combination. See Note 11 - Subsequent Events. During the six months ended June 30, 2026, the Company withdrew an aggregate of $242,808 from the Trust Account as Permitted Withdrawals for working capital purposes. Initial and amended Business Combination On January 21, 2026, the Company entered into a business combination agreement (as amended on May 12, 2026 and June 3, 2026, the “Business Combination Agreement”) with General Fusion Inc. (“General Fusion”) and 1573562 B.C. Ltd (“NewCo”), a wholly owned subsidiary of the Company incorporated under the laws of British Columbia. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination,” and the closing of the Business Combination is referred to herein as the “Closing.” On July 10, 2026 (the “Closing Date”), the Company completed the Business Combination. Pursuant to the Business Combination Agreement and the plan of arrangement approved under the applicable provisions of the Business Corporations Act (British Columbia) (the “BCBCA” and such plan, the “Plan of Arrangement”): (i) at least one business day prior to the Closing Date, the Company continued from the Cayman Islands to British Columbia (the “Continuation”); (ii) on the Closing Date, NewCo amalgamated with General Fusion (the “Amalgamation”), with the amalgamated company continuing under the name “General Fusion Inc.” as a wholly owned subsidiary of the Company; and (iii) in connection with the Closing, the Company changed its name to “General Fusion Group Ltd.” and adopted amended and restated articles (the “Restated Articles”). The Company following the Closing is referred to herein as “New General Fusion.” NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: (continued) In connection with the Continuation, each Class A ordinary and Class B ordinary share of SVIII issued and outstanding immediately prior thereto was converted into one Class A common share and one Class B common share of SVIII, respectively. At the Closing, (i) each Class A common share and each Class B common share of SVIII issued and outstanding was converted into one Subordinate Voting Share, and (ii) each SVIII warrant outstanding was exchanged for a warrant of New General Fusion to acquire a like number of Subordinate Voting Shares at the same per-share exercise price. Upon consummation of the Business Combination on July 10, 2026, all common shares of the Company then outstanding (including those converted from Class A ordinary shares and Class B ordinary shares) are referred to as “Subordinate Voting Shares” and the convertible preferred shares issued pursuant to the private investment in public entity financing are referred to as “Multiple Voting Shares.” The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP, with General Fusion identified as the accounting acquirer. Under this method of accounting, the Company is treated as the acquired company for financial reporting purposes, and the Business Combination is treated as the equivalent of General Fusion issuing shares for the net assets of the Company, accompanied by a recapitalization. Accordingly, the consolidated financial statements of New General Fusion for periods following the Closing will represent a continuation of the financial statements of General Fusion, with the net assets of the Company recorded at historical cost and no goodwill or other intangible assets recognized. The historical financial statements of General Fusion will become the historical financial statements of New General Fusion, and the Company’s historical financial statements, including these condensed consolidated financial statements, will not be the predecessor financial statements of the combined company. Following the closing of the Business Combination, on July 13, 2026, General Fusion Group Ltd. Subordinate Voting Shares and warrants began trading on the Nasdaq under the symbols “GFUZ” and “GFUZW”, respectively. Related Agreements Concurrently with the execution and delivery of the Business Combination Agreement, SVIII, General Fusion and the Sponsor entered into a letter agreement (the “Sponsor Letter”) pursuant to which, among other things (1) the Sponsor agreed to vote all Class B ordinary shares of SVIII (“Founder Shares”) held by it in favor of the Business Combination Agreement, the Business Combination and related proposals, (2) the Sponsor agreed that, at the Closing, it will forfeit 1,000,000 Founder Shares and, in connection therewith, SVIII agreed to issue to the Sponsor an aggregate of 1,000,000 earnout shares, (3) the Sponsor agreed to transfer, directly or constructively, an aggregate of 1,250,000 Founder Shares to certain investors in General Fusion’s most recent simple agreements for future equity financing round, and (4) the parties agreed that if SVIII obtains working capital loans from the Sponsor or an affiliate to finance transaction costs related to the Business Combination, up to $1,500,000 of such loans may be converted into warrants to purchase common shares for an exercise price of $0.90 per share, at the Sponsor’s option. On June 23, 2026, the Company issued an unsecured promissory note in the principal amount of up to $1,500,000 to the Sponsor, which may be drawn down from time to time (refer to note 5). Subsequent to period-end, the note was settled through the issuance to the Sponsor of 1,666,667 warrants, each exercisable for one Class A ordinary share on terms identical to the Private Placement Warrants, which, in connection with the Business Combination, were exchanged for warrants exercisable for a like number of Subordinate Voting Shares at the same per-share exercise price. Concurrently with the execution and delivery of the Business Combination Agreement, SVIII, General Fusion and certain of General Fusion’s securityholders entered into a Voting and Support Agreement (the “Support Agreement”) pursuant to which, among other things, each such securityholder agreed to support and vote in favor of the Plan of Arrangement. Pursuant to the terms of the Business Combination Agreement, contemporaneously with the Closing, New General Fusion, the Sponsor, and certain securityholders of General Fusion will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, (1) New General Fusion will agree to file, as soon as practicable (and in any event within 30 days) following the Closing Date, a registration statement covering the resale of certain Subordinate Voting Shares and other equity securities of New General Fusion held by the Sponsor and such other securityholders parties from time to time, (2) such holders of registrable securities will be granted certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement, and (3) the Registration Rights Agreement, dated as of September 3, 2025, between SVIII, the Sponsor and certain other parties will be amended, restated and terminated as of the Closing. NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: (continued) Also pursuant to the terms of the Business Combination Agreement, at the Closing, certain Company securityholders entered into a lock-up agreement (each, a “Lock-Up Agreement”), pursuant to which, among other things, each such securityholder agreed not to sell, for a period of 180 days following the Closing (subject to certain exceptions), the Subordinate Voting Shares held by such securityholder immediately after the effective time of the Business Combination, on the terms and subject to the conditions set forth in the Lock-Up Agreement. In addition, the Sponsor and the other parties to the letter agreement entered into by such parties with SVIII in connection with SVIII’s initial public offering will enter into an amendment to such letter agreement to change the lock-up period in such letter agreement to six months after the Closing Date. Private Investment in Public Entity In connection with the transactions contemplated by the Business Combination Agreement, on January 21, 2026, SVIII and General Fusion entered into separate subscription agreements (the “Subscription Agreements”) with the lead PIPE Investor and certain other investors (collectively, the “PIPE Investors”) for a private investment in public equity financing (the “PIPE Financing”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to purchase an aggregate of 10,556,367 units at a price of $10.20 per unit, for aggregate gross proceeds of approximately $107,700,000, with each unit comprising (i) one convertible preferred share of General Fusion having the rights, preferences and privileges set forth in the Restated Articles and (ii) one warrant exercisable for one Subordinate Voting Share at an exercise price of $12.00 per share (the “PIPE Warrants”). On July 10, 2026, the PIPE Financing was consummated on the Closing Date, prior to the Amalgamation. In connection with the Closing, pursuant to the Plan of Arrangement, the convertible preferred shares issued in the PIPE Financing were exchanged for an aggregate of 10,556,367 Multiple Voting Shares of New General Fusion, and the PIPE Investors received an equal number of PIPE Warrants, each exercisable for one Subordinate Voting Share at an exercise price of $12.00 per share. New General Fusion may redeem the Multiple Voting Shares at any time at a redemption price equal to a percentage of their accrued value (stated value plus accrued and unpaid dividends): 150% for redemptions prior to the first anniversary of the Closing Date, decreasing by 10 percentage points on each anniversary of the Closing Date thereafter, to a minimum of 100% from and after the fifth anniversary of the Closing Date. At any time following the fifth anniversary of the Closing Date, holders of Multiple Voting Shares may require New General Fusion to redeem their Multiple Voting Shares at 100% of their accrued value. In connection with the Closing, New General Fusion received aggregate net proceeds of approximately $123,400,000, consisting of (i) approximately $104,400,000 of net proceeds from the PIPE Financing (gross proceeds of approximately $107,700,000, less certain transaction costs of approximately $3,300,000) and (ii) approximately $19,000,000 from the Trust Account and SVIII’s operating account, comprising the balance of the Trust Account of approximately $19,800,000 (inclusive of accrued interest and after giving effect to the redemption of Class A ordinary shares in connection with the Business Combination), together with funds in SVIII’s operating account, less certain transaction costs paid at closing. Liquidity As of June 30, 2026, the Company had $1,889,472 in cash and cash equivalents held outside of the Trust Account. Prior to the completion of its initial business combination, the Company’s liquidity needs to date were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of the Founder Shares, and loan from the Sponsor of $151,636 under the IPO Note (as defined in Note 5) and the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance the transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team, or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1,500,000 may be converted at the lender’s option into warrants). NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: (continued) On June 23, 2026, the Company issued an unsecured promissory note in the principal amount of up to $1,500,000 to the Sponsor, in respect of a Working Capital Loan, which may be drawn down from time to time. The note bears no interest, is due on the earlier of (i) the date of consummation of the Business Combination or (ii) the date the Company winds up, and may be converted, at the Sponsor’s election, into warrants of the Company at a price of $0.90 per warrant. As of June 30, 2026, $1,500,000 was outstanding under this note. At Closing, the note was settled through the issuance to the Sponsor of 1,666,667 warrants, each exercisable for one Class A ordinary share on terms identical to the Private Placement Warrants, which, in connection with the Business Combination, were exchanged for warrants exercisable for a like number of Subordinate Voting Shares at the same per-share exercise price. On July 10, 2026, subsequent to the period covered by these financial statements, the Company consummated its Business Combination with General Fusion, pursuant to which the Company was renamed General Fusion Group Ltd. Concurrently with the Closing, the PIPE Financing closed, and the combined company received net proceeds of $104,375,000 reflecting gross proceeds of $107,675,000 less certain transaction costs. In addition, after giving effect to redemptions and the payment of certain transaction costs at closing, approximately $19,000,000 was retained by New General Fusion, consisting of the net balance of the Trust Account and the Company’s operating account. As a result of the completion of the Business Combination, the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been resolved. Management expects that the combined company’s existing cash resources, together with the proceeds received in connection with the Business Combination, will provide sufficient funds to carry out planned operations for at least one year from the date these financial statements are issued.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Spring Valley Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from March 12, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Spring Valley Acquisition III Sponsor, LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on September 3, 2025. On September 5, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,046,111 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street”), the representative of the underwriters of the Initial Public Offering, at a price of $0.90 per warrant, generating gross proceeds of $6,341,500. Of those 7,046,111 Private Placement Warrants, the Sponsor purchased 4,490,555 Private Placement Warrants and the underwriters purchased 2,555,556 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $14,319,936, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee and $519,936 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the Permitted Withdrawals (as defined below) and any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on September 5, 2025, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Securities, was held in a trust account (“Trust Account”) and invested or held only in (i) U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. No later than 24 months after the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or such later time as provided for in any amendment to the Company’s Amended and Restated Memorandum and Articles of Association (an “Extension Period”), subject to applicable law, the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or funds for working capital requirements (such withdrawals for working capital limited to up to 5% of the interest earned on the Trust Account) (“Permitted Withdrawals”). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s public warrants. The Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Initial Shareholders have agreed to (i) waive its redemption rights with respect to their private placement shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or during any Extension Period, subject to applicable law or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private placement shares if the Company fails to complete the initial Business Combination within the prescribed timeframe. In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial Business Combination. The Company has until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account (which interest shall be net of Permitted Withdrawals and up to $100,000 of interest to pay dissolution expenses) and not previously released to the Company to pay its taxes and Permitted Withdrawals, if any, divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares are entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn for Permitted Withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2025, the Company had $749,812 in cash and cash equivalents held outside of the Trust Account and a working capital surplus of $748,063. The Company’s liquidity needs to date were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 5), and loan from the Sponsor of $151,636 under the IPO Note (as defined in Note 5) and the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company repaid the IPO Note in full on September 5, 2025, and the facility is no longer available. In addition, in order to finance the transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team, or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). As of December 31, 2025, there was no Working Capital Loan outstanding. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. Management plans to address this uncertainty through a Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Furthermore, changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9. On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act. ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariffs on imports from foreign countries could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

FAIR VALUE MEASUREMENTS

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Spring Valley Acquisition III

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS:

The fair value hierarchy applied in these measurements is described in Note 2.

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:



Description		Level		June 30, 2026
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	236,690,350
Liability:
Subscription agreement liability		3		$	21,975,641



Description		Level		December 31, 2025
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	232,809,646

The subscription agreement liability was classified as a Level 3 fair value measurement, and its valuation required significant management judgment in selecting the valuation methodology and key inputs. As of June 30, 2026, the subscription agreement liability is valued using a Monte Carlo simulation model that incorporates both the redeemable convertible preferred shares and warrants deliverable under the subscription agreement, measured as a forward contract. The model relies on significant unobservable inputs, including equity volatility, yield assumption and estimated fair value of the post-Business Combination common shares issuable upon conversion of the preferred shares and exercise of the warrants. The valuation incorporated the contractual terms of the underlying instruments, including the conversion features and related price reset mechanisms, cumulative dividends payable in kind or in cash, the Company’s optional redemption right at declining premiums, the holders’ redemption rights, and anti-dilution protections. Changes in these unobservable inputs could have resulted in a significantly higher or lower fair value measurement. The following table presents the changes in the fair value of the Company’s Level 3 subscription agreement liability for the three and six months ended June 30, 2026.



Subscription agreement liability, December 31, 2025	$	—
Initial recognition		—
Change in fair value	$	13,854,870
Subscription agreement liability, March 31, 2026	$	13,854,870
Change in fair value	$	8,120,771
Subscription agreement liability, June 30, 2026	$	21,975,641

NOTE 8. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the public warrants is $1,855,333 or $0.24 per public warrant. The fair value of public warrants was determined using Monte Carlo Simulation Model. The public warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the public warrants:



	September 5, 2025
Underlying stock price	$	9.92
Exercise price	$	11.50
Volatility		4.0	%
Remaining term (years)		7.01
Risk-free rate		3.73	%
Black-Scholes value	$	1.14
Pre-adjusted value per share	$	1.14
Implied market value adjustment		21.20	%

At December 31, 2025, assets held in the Trust Account were comprised of $232,809,646 in money market funds which are invested primarily in U.S. Treasury Securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:



Description		Level		December 31, 2025
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	232,809,646

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
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+ Details

Related party loans

12 Months Ended

Dec. 31, 2025

Related party loans

Related party loans

15.

Related party loans:

On July 22, 2025, the Company entered into secured loans with two related parties of the Company for total proceeds of $1,400. The lenders are related parties of the Company through their representation on the Company’s Board of Directors. The loans bear interest at 15% per annum, with repayment due upon the earlier of a qualifying financing or August 8, 2025. The loan proceeds were used to fund short-term working capital needs.

The Company and the lenders entered into an equity set-off agreement, resulting in the outstanding principal and accrued interest of $1,408 being settled through participation in the Rights Offering, corresponding to the issuance of 887,243 Class B Series 1 redeemable convertible preferred shares and 3,179,370 Class B Series 3 redeemable convertible preferred shares.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

+ Details

FAIR VALUE MEASUREMENTS - Company's assets and liabilities that are measured at fair value on a recurring basis (Details) - Recurring - Spring Valley Acquisition III - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Level 1
FAIR VALUE MEASUREMENTS
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund	$ 236,690,350	$ 232,809,646
Level 3
FAIR VALUE MEASUREMENTS
Subscription agreement liability	$ 21,975,641

PRIVATE PLACEMENT (Details) - USD ($)		6 Months Ended		10 Months Ended	12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Sep. 05, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
PRIVATE PLACEMENT
Proceeds from issuance of SIF Warrants (note 11)		$ 3,624,000	$ 4,570,000		$ 4,570,000	$ 1,548,000
Spring Valley Acquisition III \| Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants issued	7,046,111			7,046,111
Price per warrant issued	$ 0.9
Proceeds from issuance of SIF Warrants (note 11)	$ 6,341,500
Spring Valley Acquisition III \| Private Placement Warrants \| Class A ordinary shares
PRIVATE PLACEMENT
Number of shares called by each warrant		1		1	1
Exercise price		$ 11.5		$ 11.5	$ 11.5
Spring Valley Acquisition III \| Private Placement Warrants \| Private placement \| Underwriters
PRIVATE PLACEMENT
Number of warrants issued	2,555,556
Price per warrant issued	$ 0.9
Proceeds from issuance of SIF Warrants (note 11)	$ 2,300,000
Spring Valley Acquisition III \| Sponsor \| Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants issued	4,490,555
Spring Valley Acquisition III \| Sponsor \| Private Placement Warrants \| Private placement
PRIVATE PLACEMENT
Number of warrants issued	4,490,555
Price per warrant issued	$ 0.9
Proceeds from issuance of SIF Warrants (note 11)	$ 4,041,500

Property and equipment (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Property and equipment

Schedule of property and equipment, net



	June 30, 2026		December 31, 2025
Machinery and equipment	$	2,395	$	2,200
Computers, software and hardware		2,829		2,817
Leasehold improvements		11,502		11,935
		16,726		16,952
Accumulated depreciation and amortization		(11,690)		(10,528)
Property and equipment, net	$	5,036	$	6,424



		As of December 31
		2025			2024
Machinery and equipment		$	2,200		$	1,827
Computers, software and hardware			2,817			2,682
Leasehold improvements			11,935			11,520
			16,952			16,029
Accumulated depreciation and amortization			(10,528)			(7,751)
Property and equipment, net		$	6,424		$	8,278

Property and equipment

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Property and equipment

Property and equipment

6.	Property and equipment:

Property and equipment consisted of the following:



	June 30, 2026		December 31, 2025
Machinery and equipment	$	2,395	$	2,200
Computers, software and hardware		2,829		2,817
Leasehold improvements		11,502		11,935
		16,726		16,952
Accumulated depreciation and amortization		(11,690)		(10,528)
Property and equipment, net	$	5,036	$	6,424

Depreciation and amortization expense related to property and equipment for the three and six months ended June 30, 2026, was $815 and $1,599 (2025 - $654 and $1,330), respectively.

6.Property and equipment:

Property and equipment consisted of the following:



		As of December 31
		2025			2024
Machinery and equipment		$	2,200		$	1,827
Computers, software and hardware			2,817			2,682
Leasehold improvements			11,935			11,520
			16,952			16,029
Accumulated depreciation and amortization			(10,528)			(7,751)
Property and equipment, net		$	6,424		$	8,278

Depreciation and amortization expense related to property and equipment for the year ended December 31, 2025 was $2,595 (2024 - $2,979).

- Definition

The entire disclosure for property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Basic and diluted net loss per share (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Basic and diluted net loss per share

Schedule of reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding



	Three months ended June 30,				Six months ended June 30,
	2026		2025⁽¹⁾		2026		2025⁽¹⁾
Net loss for the period	$	83,692	$	4,022	$	122,504	$	9,710
F1 preferred shares deemed dividend		—		—		—		1,694
Loss attributable to common shareholders		83,692		4,022		122,504		11,404
Basic and diluted weighted average number of shares outstanding		14,440,768		1,317,732		14,435,062		1,317,220
Net loss per share attributable to common shareholders, basic and diluted	$	5.80	$	3.05	$	8.49	$	8.66

(1)	The weighted average shares outstanding for the three and six month periods ended June 30, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.



		Year-ended December 31
		2025		2024
Net loss for the year		$	31,370	$	57,770
F1 preferred shares deemed dividend			1,694		3,384
Rights offering deemed dividend			459
Loss attributable to common shareholders		$	33,523	$	61,154
Basic and diluted weighted average number of shares outstanding			6,209,121		1,307,771
Net loss per share attributable to common shareholders, basic and diluted		$	5.40	$	46.76

(1)	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

SAFE liabilities - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended			6 Months Ended	12 Months Ended
	Jul. 10, 2026	Jan. 01, 2026	Jan. 31, 2026	Dec. 31, 2025	Nov. 30, 2025	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
SAFE liabilities
Gross proceeds from issuance of SAFEs						$ 200
SAFE conversion discount rate				25.00%	25.00%	25.00%	25.00%
SAFE valuation cap amount				$ 500,000	$ 500,000	$ 500,000	$ 500,000
SAFE liquidity event conversion discount rate				25.00%	25.00%	25.00%	25.00%
Warrant liability				$ 1,067			$ 1,067	$ 10
Minimum
SAFE liabilities
Qualifying equity financing threshold amount				100,000	$ 100,000	$ 100,000
Related party
SAFE liabilities
Gross proceeds from issuance of SAFEs							3,500
Non-related party
SAFE liabilities
Gross proceeds from issuance of SAFEs							40,919
Total SAFE liabilities
SAFE liabilities
Gross proceeds from issuance of SAFEs			$ 200	$ 44,307	44,307	$ 44,507	$ 44,307
Total SAFE liabilities \| Estimated time to conversion event (years)
SAFE liabilities
Sensitivity analysis, fair value, financial liability, percentage impact				5.00%		3.00%	5.00%
Sensitivity analysis, impact on financial liability fair value due to increase in input				$ 1,800		$ 1,500	$ 1,800
Sensitivity analysis, impact on financial liability fair value due to decrease in input				$ 1,800		$ 1,500	$ 1,800
Total SAFE liabilities \| Fair value of common shares
SAFE liabilities
Sensitivity analysis, fair value, financial liability, percentage impact				20.00%		20.00%	20.00%
Sensitivity analysis, impact on financial liability fair value due to increase in input				$ 3,200		$ 4,000	$ 3,200
Sensitivity analysis, impact on financial liability fair value due to decrease in input				$ 3,100		$ 3,900	$ 3,100
Total SAFE liabilities \| Expected volatility
SAFE liabilities
Sensitivity analysis, fair value, financial liability, percentage impact				10.00%		20.00%	10.00%
Sensitivity analysis, impact on financial liability fair value due to increase in input				$ 1,000		$ 2,200	$ 1,000
Sensitivity analysis, impact on financial liability fair value due to decrease in input				1,000		2,700	$ 1,000
Total SAFE liabilities \| Subsequent events
SAFE liabilities
Gross proceeds from issuance of SAFEs		$ 200
Number of shares issued for conversion	34,425,136
SAFEs
SAFE liabilities
Gross proceeds from issuance of SAFEs						350
SAFEs \| Related party
SAFE liabilities
Gross proceeds from issuance of SAFEs						$ 3,500
SAFEs \| Subsequent events \| Spring valley acquisition corp III \| General Fusion Inc
SAFE liabilities
Number of shares issued exchange	5,887,331
SAFE Warrants
SAFE liabilities
Gross proceeds from issuance of SAFEs				$ 350	$ 350
Warrants issued				11,006,350	11,006,350	11,056,430
Exercise price				$ 1.9968	$ 1.9968	$ 1.9749	$ 1.9968
Nominal cash proceeds received in exchange for the SAFE Warrants issued as consideration for the finders' fees				$ 112	$ 112	$ 112
Financing costs related to warrants issued as a consideration for finders' fees				$ 2,000	$ 2,000
Warrants issued as a consideration for finders' fees				3,625,000	3,625,000		3,625,000
SAFE Warrants \| Related party
SAFE liabilities
Gross proceeds from issuance of SAFEs				$ 3,500	$ 3,500	$ 28
Warrants issued				876,646	876,646	876,646
SAFE Warrants \| Subsequent events \| Spring valley acquisition corp III \| General Fusion Inc
SAFE liabilities
Number of warrants issued for exchange	2,538,601

Income taxes - Deferred income tax assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred income tax assets
Net operating tax loss carry-forwards	$ 54,356	$ 47,884
Property and equipment and other	5,414	4,038
Research and development expenditures	13,846	13,205
Federal and provincial investment tax credits	7,487	7,140
Other	1,739	2,954
Total gross deferred income tax assets	82,842	75,221
Valuation allowance	(82,817)	(75,115)
Total deferred income tax assets	$ 25	$ 106

Convertible notes - Assumptions (Details) - Convertible notes	Dec. 31, 2024 USD ($) Y
Fair value of preferred shares
Convertible notes
Measurement input \| $	1.635
Expected term (years)
Convertible notes
Measurement input \| Y	0.54
Expected volatility
Convertible notes
Measurement input	1.0775
Risk-free interest rate
Convertible notes
Measurement input	0.0423
Credit spread
Convertible notes
Measurement input	0.2427
Weighted average discount rate
Convertible notes
Measurement input	0.1918

Financial instruments (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Financial instruments

Schedule of financial instruments measured at fair value and their level within the fair value hierarchy



December 31, 2025		Level 1			Level 2			Level 3
SIF contribution liability		$	—		$	—		$	28,369
Share-based compensation			—			—			15,545
SAFE liabilities			—			—			44,340
SAFE Warrants			—			—			13,171



June 30, 2026		Level 1			Level 2			Level 3
SIF contribution liability		$	—		$	—		$	87,417
Share-based compensation			—			—			22,477
SAFE liabilities			—			—			56,153
SAFE Warrants			—			—			15,467
PIPE subscription obligation			—			—			21,976



December 31, 2024		Level 1			Level 2			Level 3
Warrant liability		$	—		$	—		$	10
SIF contribution liability			—			—			15,681
Share-based compensation			—			—			6,889
Convertible notes			—			—			21,412



December 31, 2025		Level 1			Level 2			Level 3
SIF Contribution liability		$	—		$	—		$	28,369
Share-based compensation			—			—			15,545
SAFE liabilities			—			—			57,511

Government assistance (Details) $ / shares in Units, $ in Thousands, $ in Thousands	1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2026 USD ($) $ / shares	Mar. 31, 2026 CAD ($)	Jan. 31, 2025 USD ($) $ / shares	Jun. 30, 2026 USD ($) shares	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) shares	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) shares	Jun. 30, 2026 CAD ($)	Mar. 31, 2026 CAD ($)	Dec. 31, 2025 CAD ($)	Aug. 06, 2025 USD ($)	Aug. 06, 2025 CAD ($)	Jan. 31, 2025 CAD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2024 CAD ($)
Government assistance
Additional commitment												$ 3,572	$ 5,000
SIF warrants
Government assistance
Warrants issued						1,048,211		5,918,058
Class B1 Preferred Shares warrants
Government assistance
Warrants issued				2,283,169
Class B3 Preferred Shares warrants
Government assistance
Warrants issued						28,635,504
SIF
Government assistance
Allowable eligible cots	$ 104,550		$ 97,500	$ 3,600		$ 3,600			$ 5,000	$ 148,550				$ 138,550	$ 93,100	$ 132,318
Contribution ratio			50.00%											50.00%	41.02%	41.02%
Consideration received				3,624		3,624			5,000
Fair value of warrants \| $				0	$ 801	0	$ 5,921
Cumulative amount received				$ 55,123		$ 55,123		$ 51,499	$ 74,275		$ 69,275
Government assistance term	5 years	5 years
Government assistance contractual right period	3 years	3 years
Additional funding received	$ 3,600	$ 5,000
Additional consideration \| $	0
SIF \| Subsequent events
Government assistance
Consideration received	$ 2,857									$ 3,914
SIF \| SIF warrants
Government assistance
Warrants issuance period			30 days
Exercise price \| $ / shares			$ 0
SIF \| Class B1 Preferred Shares warrants
Government assistance
Purchase price per warrant \| $ / shares	$ 1.587
SIF \| Class B3 Preferred Shares warrants
Government assistance
Warrants issued per warrant	12.542	12.542

FAIR VALUE MEASUREMENTS - Asset held in the Trust Account (Details) - Spring Valley Acquisition III - USD ($)	Jun. 30, 2026	Dec. 31, 2025
FAIR VALUE MEASUREMENTS
Assets held in the Trust Account	$ 236,690,350	$ 232,809,646
Recurring
FAIR VALUE MEASUREMENTS
Assets held in the Trust Account		232,809,646
Recurring \| Level 1
FAIR VALUE MEASUREMENTS
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund	236,690,350	$ 232,809,646
Recurring \| Level 3
FAIR VALUE MEASUREMENTS
Subscription agreement liability	$ 21,975,641

Project Development Agreement with the UK Atomic Energy Authority

12 Months Ended

Dec. 31, 2025

Project Development Agreement with the UK Atomic Energy Authority

Project Development Agreement with the UK Atomic Energy Authority

18.

Project Development Agreement with the UK Atomic Energy Authority:

On October 13, 2021, the Company entered into a Project Development Agreement (“PDA”) with the UK Atomic Energy Authority (“UKAEA”) to collaborate on the construction of a building at the UKAEA’s Culham Centre for Fusion Energy in the United Kingdom to house the Company’s planned Fusion Demonstration Plant (“FDP”). Under the terms of the PDA, the UKAEA will own the building and contribute GBP 30,000 ($38,350) toward its construction. The Company is responsible for funding construction costs in excess of the UKAEA’s contribution, with its portion recorded as a prepaid rent asset to be amortized against lease payments over the anticipated 19-year lease term.

The PDA provides that the UKAEA’s contribution will commence at an agreed milestone and continue until its funding equals the amount already funded by the Company, after which contributions will be made on an equal basis until the UKAEA’s contribution limit is reached. The Company is also required to provide security for its funding commitment when the construction contractor is mobilized, as well as a security for its asset retirement obligation prior to lease commencement or the start of FDP construction.

In the year ended December 31, 2024, due to the uncertainty of proceeding with the FDP due to the continued focus on the LM26 program and the scheduled expiry of the PDA in March 2025, the Company determined that the recoverable amount of the prepaid rent asset was $nil. Accordingly, an impairment charge for the full carrying amount of $16,813 (GBP 13,309) was recorded in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

Significant accounting policies - Fair value of financial instruments (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Significant accounting policies
Fair value, assets, level 1 to level 2 transfers, amount	$ 0
Fair value, assets, level 2 to level 1 transfers, amount	0
Fair value, assets, into (out of) level 3 transfers, amount	0
Fair value, liabilities, into (out of) level 3 transfers, amount	0
Fair value, liabilities, level 1 to level 2 transfers, amount	0
Fair value, liabilities, level 2 to level 1 transfers, amount	$ 0

Leases (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

Schedule of lease balances



	June 30, 2026		December 31, 2025
Right-of-use assets	$	2,706	$	2,918
Lease liabilities, current	$	390	$	454
Lease liabilities, non-current		3,875		4,233
Total operating lease liabilities	$	4,265	$	4,687



		As of December 31
		2025			2024
Right-of-use assets		$	2,918		$	3,278
Lease liabilities, current		$	454		$	597
Lease liabilities, non-current			4,233			4,410
Total operating lease liabilities		$	4,687		$	5,007

Schedule of maturities of operating lease liabilities

Maturities of operating lease liabilities were as follows as of June 30, 2026:


Fiscal year ending:
2026	$	413
2027		838
2028		947
2029		947
Thereafter		2,841
Future minimum payments		5,986
Impact of discounting		(1,721)
Total	$	4,265

Maturities of operating lease liabilities were as follows as of December 31, 2025:



Fiscal year ending:
2026	$	933
2027		870
2028		983
2029		983
2030		983
Thereafter		1,966
Future minimum payments		6,718
Impact of discounting		(2,031)
Total	$	4,687

Nature of business

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Nature of business

Nature of business

1.Nature of business:

General Fusion Inc., located in British Columbia, Canada, was incorporated under the Company Act of British Columbia on April 16, 2002, and amalgamated under the British Columbia Business Corporations Act with Fusion Energy Ventures Ltd. as one company under the name General Fusion Inc. on January 1, 2023. General Fusion Inc. and its subsidiary companies (collectively, the “Company”) principal business is the research, development and future commercialization of fusion energy through its Magnetized Target Fusion approach.

Business Combination

In January 2026, the Company entered into a Business Combination Agreement (“BCA”) with Spring Valley Acquisition Corp. III (“SVIII”) a publicly traded special purpose acquisition company (“SPAC”) listed on the Nasdaq, and 1573562 B.C. Ltd., a British Columbia limited company and a wholly-owned direct subsidiary of SVIII (“NewCo”), pursuant to which the parties thereto would consummate a business combination. Subject to its terms and conditions, the BCA provides, among other things, NewCo will amalgamate with and into General Fusion Inc. (the “Amalgamation”) to form one corporate entity and NewCo will survive the Amalgamation as “General Fusion Inc.” becoming a wholly-owned subsidiary of SVIII through the business combination process. SVIII transferred by way of continuation and deregistration from the Cayman Islands to the Province of British Columbia and become General Fusion Group Ltd. (“New General Fusion” or “General Fusion Group Ltd.”). Refer to note 24 for additional details regarding the completed BCA.

The BCA closed on July 10, 2026, subsequent to the period covered by these financial statements. Accordingly, these financial statements reflect the financial position, results of operations, and cash flows of the Company as of and for the periods presented and do not give effect to the business combination.

The BCA will be accounted for as a reverse recapitalization in accordance with U.S. GAAP, with the Company identified as the accounting acquirer. Under this method of accounting, SVIII is treated as the acquired company for financial reporting purposes, and the BCA is treated as the equivalent of the Company issuing shares for the net assets of SVIII, accompanied by a recapitalization. Accordingly, the consolidated financial statements of New General Fusion for periods following the closing will represent a continuation of the financial statements of the Company, with the net assets of SVIII recorded at historical cost and no goodwill or other intangible assets recognized.

On July 13, 2026, General Fusion Group Ltd. Subordinate Voting Shares and warrants began trading on the Nasdaq under the symbols “GFUZ” and “GFUZW”, respectively.

1.	Nature of business:

PIPE subscription obligation

6 Months Ended

Jun. 30, 2026

PIPE subscription obligation

PIPE subscription obligation

13.

PIPE subscription obligation:

In connection with the proposed BCA, the Company along with SVIII entered into securities purchase agreements for a PIPE financing with several investors for total gross proceeds of $107,675, with the proceeds contingent on the closing of the BCA. Pursuant to the PIPE financing, investors have agreed, among other things, to purchase an aggregate of 10,556,367 units of the Company at a price of $10.20 per unit, each unit comprising (1) one convertible preferred share of the Company and (2) one warrant exercisable for a common share at a price of $12.00 per share, to be consummated on the closing date. Additionally, the lead PIPE investor funded $350 at the time of commitment in January 2026 in exchange for 3,500,000 non-voting Class B common shares of the Company as part of their overall lead investment terms (the “Commitment Shares”). The non-voting Class B common shares will convert into New General Fusion Subordinate Voting Shares on a 1:1 basis. If the BCA does not close, the Class B common shares are mandatorily redeemable for the original investment amount of $350.

Issuance of the units is conditional upon satisfaction of the conditions to closing of the de-SPAC transaction. The arrangement obligates both the Company to issue, and the PIPE investors to purchase, the units, with the arrangement settling in its entirety or not at all. Accordingly, the Company concluded that the arrangement represents a single forward contract to issue the units, accounted for as one unit of account, under ASC 480 during the interim period.

The Company evaluated the PIPE subscription agreements under ASC 480, Distinguishing Liabilities from Equity. Pursuant to ASC 480-10-25-8, a financial instrument other than an outstanding share is classified as a liability if it embodies a conditional or unconditional obligation to transfer assets or issue equity shares. As the arrangement obligates the Company to issue units containing preferred shares that are contingently redeemable at the holder’s option and liability-classified warrants, the arrangement represents a forward sale contract classified as a liability in accordance with ASC 480. Furthermore, the warrants are liability classified as they do not meet the indexation to own equity criteria per ASC 815-40 due to the existence of a specific exercise price resetting feature.

The liability is required to be recognized at fair value on the balance sheet, with subsequent changes in fair value recognized in earnings within the consolidated statements of loss at each reporting period until the contract is settled or expires.

As the PIPE subscription agreements were entered into at arm’s length, the Company determined that the fair value of the forward contracts at the agreement date was $nil. The PIPE subscription agreements of the lead investor and other investors were subsequently remeasured to their estimated fair value as of June 30, 2026, resulting in a loss on the change in fair value of the PIPE subscription obligation of $8,151 and $22,051 being recognized during the three and six month periods ended June 30, 2026, respectively (2025 - $nil and $nil, respectively).

The Commitment Shares were issued in legal form to the lead PIPE investor in January 2026. The Company evaluated the Commitment Shares and concluded they are a freestanding financial instrument, separate from the PIPE forward contract to issue units, as they were issued under a separate agreement as a distinct class of legally issued and outstanding common shares that are legally detachable and transfer independently of the PIPE.

The Commitment Shares are redeemable for the nominal subscription amount only if the Business Combination does not close, a contingent event that is not certain to occur. As a result, the Commitment Shares are not mandatorily redeemable financial instruments under ASC 480-10-25-4 and are not classified as liabilities as of June 30, 2026. However, as redemption may be required upon an event that is not solely within the control of the Company, the Commitment Shares are classified outside of permanent equity, in temporary equity, in accordance with ASC 480-10-S99-3A.

The Commitment Shares were recorded at their estimated fair value at issuance of $26,306. As the Commitment Shares were issued to an arm’s-length investor, in consideration for the investors commitment to anchor the PIPE, the excess of their fair value over the nominal cash consideration received represents a direct and incremental cost of the PIPE financing and was recorded as deferred offering cost. Consistent with SEC Staff Accounting Bulletin Topic 5.A, deferred offering costs are carried as a deferred charge while the closing of the BCA remains probable. Upon the closing of the BCA, the deferred offering costs will be allocated among the PIPE instruments based on their relative fair values; the portion attributable to equity-classified instruments will be charged against the related equity proceeds, and the portion attributable to liability-classified instruments measured at fair value through earnings, the warrants, will be expensed as a finance cost within the statement of operations.

13.

PIPE subscription obligation (continued):

The fair value of the forward contract is measured as the fair value of the preferred shares and warrants to be issued under the PIPE subscription agreements, less the fixed consideration to be received. The fair values of the preferred shares and warrants contained within the PIPE subscriptions agreements were estimated using the Monte Carlo simulation method. The assumptions used to estimate the fair value of the preferred shares and warrants contained within the PIPE subscription agreements are set forth in the table below:



		Initial recognition			June 30, 2026
Fair value of common shares		$	7.52		$	9.69
Expected term			5.7 years			5.0 years
Expected volatility			80	%		80	%
Risk-free interest rate			3.83	%		4.11	%
Expected dividend			12	%		12	%
Weighted average discount rate			46.1	%		46.1	%

Sensitivities for key assumptions were as follows:

●

With other variables unchanged, an increase or decrease in the weighted average discount rate assumption by 10% would result in an increase (decrease) in the estimated fair value of the PIPE subscription obligation of $11.1 million or ($11.1 million), respectively;

Financial instruments

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Financial instruments

Financial instruments

17.

Financial instruments:

(a)

Classification of financial instruments:

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, convertible notes, warrant liabilities, SIF contribution liability, SAFE liabilities, PIPE subscription obligation and share-based compensation.

Cash and restricted cash are recorded at amortized cost.

Accounts payable and accrued liabilities are measured at amortized cost.

Convertible notes are recorded at fair value using the Monte-Carlo simulation valuation method.

Warrant liabilities and share-based compensation are recorded at fair value using the Black-Scholes valuation method.

The SIF contribution liability includes the funding liability and warrant obligation. The funding liability represents the fair value of the issued SIF Warrants and the Contingent Repayment Obligation. Amounts reported as warrant obligation represent the value for contributions received, for which SIF Warrants have yet to be issued. The warrant obligation is recorded at fair value based on the estimated per share fair value of the Company’s common shares. The fair value of the funding liability is estimated using the PWERM valuation approach. The fair values of the SIF Warrants and the Contingent Repayment Obligation subject to the PWERM is based on the estimated per share fair value of the Company’s common shares and a discounted cash flow model, respectively.

The fair value of SAFE liabilities is estimated using the PWERM valuation approach. The fair value of the SAFE Warrants is estimated using the Black-Scholes model.

The fair value of the preferred shares and warrants contained within the PIPE subscriptions agreements were estimated using the Monte Carlo simulation method.

17.

Financial instruments: (continued)

(b)

Fair values:

The financial instruments measured at fair value and their level within the fair value hierarchy are illustrated in the following table:



December 31, 2025		Level 1			Level 2			Level 3
SIF contribution liability		$	—		$	—		$	28,369
Share-based compensation			—			—			15,545
SAFE liabilities			—			—			44,340
SAFE Warrants			—			—			13,171



June 30, 2026		Level 1			Level 2			Level 3
SIF contribution liability		$	—		$	—		$	87,417
Share-based compensation			—			—			22,477
SAFE liabilities			—			—			56,153
SAFE Warrants			—			—			15,467
PIPE subscription obligation			—			—			21,976

The estimated fair values of the warrant liability, share-based compensation liability, SIF contribution liability, and SAFE Warrants are considered Level 3 fair value measurements due to the use of the estimated per share fair value of the Company’s common shares, which is classified as a Level 3 input within the fair value measurement hierarchy. The estimated probability of a full or partial cash settlement for the SIF contribution liability is determined by management and is classified as a Level 3 input within the fair value measurement hierarchy.

The estimated fair values of the SAFEs are considered Level 3 fair value measurements due to the probability weighting of future outcomes (equity financing, liquidity event, dissolution) which is estimated by management and is classified as a Level 3 input within the fair value measurement hierarchy.

The estimated fair value of the PIPE subscription obligation liabilities are considered Level 3 fair value measurements due to the use of the estimated per share fair value of the Company’s common shares and redemption probability assumption, which are classified as a Level 3 input within the fair value measurement hierarchy.

The estimated fair values of the convertible notes are considered Level 3 fair value measurements due to the use of the estimated per share fair value of the Company’s preferred shares, which is classified as a Level 3 input within the fair value measurement hierarchy.

The carrying values of cash and cash equivalents, restricted cash and accounts payable and accrued liabilities are carried at cost, which approximate their fair values at June 30, 2026 and December 31, 2025 due to the short-term maturity of these instruments.

(c)

Risk management:

In the normal course of business, the Company is exposed to a number of risks that can affect its operating performance. These risks and the actions taken to manage them are discussed below:

(i)

Foreign currency risk:

Foreign currency risk exposures arise from transactions denominated in a currency other than the functional currency of our legal entities. Our foreign risk currency arises primarily with respect to the U.S. dollar denominated balances in our Canadian functional currency entity. Based on the Company’s USD denominated monetary assets and monetary liabilities as of June 30, 2026, a 10% increase (decrease) in the USD relative to the CAD would increase (decrease) the Company’s net loss by approximately $1,778 (CAD 2,526).

17.

Financial instruments: (continued)

(ii)

Credit risk:

Credit risk reflects the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. This risk arises principally in respect of the Company’s cash and cash equivalents. The majority of the Company’s bank balances are uninsured as of June 30, 2026. In order to mitigate its exposure to credit risk, the Company monitors its financial assets and maintains substantially all of cash deposits in Schedule I chartered banks in Canada. The Company does not consider any of its financial assets to be impaired as of June 30, 2026.

(iii)

Financial risk:

Financial risk is the risk that the values of the Company’s financial instruments will vary due to fluctuations in interest rates and foreign currency exchange rates, and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to interest and foreign currency risks.

(iv)

Liquidity risk:

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they fall due. The Company manages liquidity risk through ongoing monitoring of cash flows, budgeting, and maintaining relationships with potential investors and financing partners. Cash flow forecasting is performed regularly to ensure that there is sufficient liquidity in order to meet short-term business requirements. For additional information on the Company’s exposure to liquidity risk, refer to note 2.

16.

Financial instruments:

(a)

Classification of financial instruments:

Cash and restricted cash are recorded at amortized cost.

Accounts payable and accrued liabilities are measured at amortized cost.

Convertible notes are recorded at fair value using the Monte-Carlo simulation valuation method.

Warrant liabilities and Share-based compensation are recorded at fair value using the Black-Scholes valuation method.

The SIF contribution liability includes the funding liability and warrant obligation. The funding liability represents the fair value of the issued SIF Warrants and the contingent contribution repayment obligation. Amounts reported as warrant obligation represent the value for contributions received, for which SIF Warrants have yet to be issued. The warrant obligation is recorded at fair value based on the estimated per share fair value of the Company’s common shares. The fair value of the funding liability is estimated using the PWERM valuation approach. The fair values of the SIF Warrants and the contingent contribution repayment subject to the PWERM is based on the estimated per share fair value of the Company’s common shares and a discounted cash flow model, respectively.

The fair value of SAFE liabilities is estimated using the PWERM valuation approach. The fair value of the SAFE Warrants is estimated using the Black-Scholes model.

(b)

Fair values:

The financial instruments measured at fair value and their level within the fair value hierarchy are illustrated in the following table:



December 31, 2024		Level 1			Level 2			Level 3
Warrant liability		$	—		$	—		$	10
SIF contribution liability			—			—			15,681
Share-based compensation			—			—			6,889
Convertible notes			—			—			21,412



December 31, 2025		Level 1			Level 2			Level 3
SIF Contribution liability		$	—		$	—		$	28,369
Share-based compensation			—			—			15,545
SAFE liabilities			—			—			57,511

16.

Financial instruments: (continued)

The estimated fair values of the warrant liability, share-based compensation liability, SIF contribution liability, and SAFE Warrants are considered Level 3 fair value measurements due to the use of the estimated per share fair value of the Company’s common shares, which is classified as a level 3 input within the fair value measurement hierarchy. The estimated probability of a full or partial cash settlement for the SIF contribution liability is determined by management and is classified as a Level 3 input within the fair value measurement hierarchy.

The estimated fair values of the convertible notes are considered Level 3 fair value measurements due to the use of the estimated per share fair value of the Company’s preferred shares, which is classified as a level 3 input within the fair value measurement hierarchy.

The carrying values of cash and cash equivalents, restricted cash and accounts payable and accrued liabilities are carried at cost, which approximate their fair values at December 31, 2025 and December 31, 2024 due to the short-term maturity of these instruments.

(c)

Risk management:

In the normal course of business, the Company is exposed to a number of risks that can affect its operating performance. These risks and the actions taken to manage them are discussed below:

(i)

Foreign currency risk:

Foreign currency risk exposures arise from transactions denominated in a currency other than the functional currency of our legal entities. Our foreign risk currency arises primarily with respect to the U.S. dollar denominated balances in our Canadian functional currency entity. Based on the Company’s USD denominated monetary assets and monetary liabilities at December 31, 2025, a 10% change in the USD and CAD exchange rate would change the Company’s net loss by approximately $1,224 (CAD 1,678).

(ii)

Credit risk:

Credit risk reflects the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. This risk arises principally in respect of the Company’s cash and cash equivalents. The majority of the Company’s bank balances are uninsured as of December 31, 2025. In order to mitigate its exposure to credit risk, the Company monitors its financial assets and maintains substantially all of cash deposits in Schedule I chartered banks in Canada. The Company does not consider any of its financial assets to be impaired as of December 31, 2025.

(iii)

Financial risk:

(iii)

Liquidity risk:

As described in Note 2 – Basis of Presentation and going concern, the Company’s reliance on external financing to meet its obligations for the 12 months following the issuance of these financial statements gives rise to material uncertainty regarding its ability to continue as a going concern.

Income taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income taxes

Schedule of reconciliation of income tax provision



		Year ended December 31
		2025			2024
Income (loss) before income taxes:
Domestic			(32,205)			—
Foreign			909			—
Total		$	(31,296)		$	(57,775)
Statutory tax rate			27.0	%		27.0	%
Tax recovery		$	(8,450)		$	(15,599)
Increase (decrease) in income tax resulting from:
Non-deductible expenses and permanent differences:			—			1,045
Share-based compensation			2,565			—
SIF contribution liabilities			3,153			—
Change in fair value of SAFE liabilities			2,708			—
Change in fair value of Convertible Notes			(5,932)			—
Warrant consideration			520			—
Other			(241)			—
Adjustment for prior years			(59)			(140)
Tax rate differences – foreign & domestic			(12)			679
Non-refundable federal income tax credits			—			(22)
Impact of foreign exchange differentials and other			359			18
Changes in valuation allowance			5,463			14,014
Income tax (recovery) expense		$	74		$	(5)

Schedule of significant components of the deferred income tax assets



		As of December 31
		2025			2024
Deferred income tax assets:
Net operating tax loss carry-forwards		$	54,356		$	47,884
Property and equipment and other			5,414			4,038
Research and development expenditures			13,846			13,205
Federal and provincial investment tax credits			7,487			7,140
Other			1,739			2,954
Total gross deferred income tax assets			82,842			75,221
Valuation allowance			(82,817)			(75,115)
Total deferred income tax assets		$	25		$	106

Schedule of non-capital loss carry forwards to offset future taxable income that expire



				United
Non-capital loss carry forwards		Canada		Kingdom
2026		$	23	$	—
2027			245		—
2028			353		—
2029			786		—
2030			1,354		—
2031			1,872		—
2032			2,306		—
2033			2,406		—
2034			2,613		—
2035			2,459		—
2036			4,463		—
2037			5,500		—
2038			6,134		—
2039			7,447		—
2040			16,438		—
2041			15,405		—
2042			38,314		—
2043			30,289		—
2044			26,633		—
2045			15,740
Indefinite			—		22,182
		$	180,780	$	22,182

Interim Condensed Consolidated Statements of Changes in Temporary Equity and Shareholders' Deficiency (Parenthetical)		1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Aug. 06, 2025	Jan. 31, 2026 shares	Mar. 31, 2026 shares	Jun. 30, 2026 shares	Dec. 31, 2025	Dec. 31, 2024
Reverse stock split conversion ratio	0.10			0.1	0.10	0.10
Class B common shares
Number of shares issued		3,500,000	3,500,000	3,500,000

SIF contribution liability - Tabular disclosure of assumptions used for contingent contribution repayments (Details) $ in Thousands	Jun. 30, 2026 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
SIF contribution liability
Amount funded	$ 74,275	$ 69,275
SIF contribution liability \| Minimum \| Market debt recovery rate
SIF contribution liability
Liability, measurement input	0.14	0.14
SIF contribution liability \| Minimum \| Risk-adjusted discount rate
SIF contribution liability
Liability, measurement input	0.13	0.13
SIF contribution liability \| Maximum \| Market debt recovery rate
SIF contribution liability
Liability, measurement input	0.28	0.28
SIF contribution liability \| Maximum \| Risk-adjusted discount rate
SIF contribution liability
Liability, measurement input	0.20	0.20
Funding liability
SIF contribution liability
Amount funded		$ 50,544	$ 41,113
Funding liability \| Expected term (years)
SIF contribution liability
Liability, measurement input		0.25	0.3
Funding liability \| Minimum \| Market debt recovery rate
SIF contribution liability
Liability, measurement input		0.14	0.14
Funding liability \| Minimum \| Risk-adjusted discount rate
SIF contribution liability
Liability, measurement input		0.13	0.15
Funding liability \| Maximum \| Market debt recovery rate
SIF contribution liability
Liability, measurement input		0.28	0.28
Funding liability \| Maximum \| Risk-adjusted discount rate
SIF contribution liability
Liability, measurement input		0.20	0.23

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - shares		10 Months Ended
	Sep. 05, 2025	Dec. 31, 2025
Spring Valley Acquisition III \| Private Placement Warrants
Number of warrants issued	7,046,111	7,046,111

Property and equipment - Narative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Property and equipment
Depreciation and amortization expense	$ 815	$ 654	$ 1,599	$ 1,330	$ 2,595	$ 2,979

- Definition

The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482558/350-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-12

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-6

+ Details

Research and development expenses (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Research and development expenses

Schedule of research and development expenses



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	3,056	$	2,848	$	6,063	$	6,192
Materials and consumables		945		351		1,803		1,661
Professional fees and contractors		293		(8)		453		201
Office, insurance and travel		480		328		1,036		778
Software and information technology		166		144		316		312
Share-based compensation		1,492		13		2,544		187
Total	$	6,432	$	3,676	$	12,215	$	9,331



		Year ended December 31
		2025		2024
Salaries and benefits		$	10,068	$	13,877
Materials and consumables			2,732		4,305
Professional fees and contractors			494		1,071
Office, insurance and travel			1,674		1,720
Software and information technology			597		1,063
Share-based compensation			2,800		980
Total		$	18,365	$	23,016

Financial instruments (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Financial instruments

Schedule of financial instruments measured at fair value and their level within the fair value hierarchy



December 31, 2025		Level 1			Level 2			Level 3
SIF contribution liability		$	—		$	—		$	28,369
Share-based compensation			—			—			15,545
SAFE liabilities			—			—			44,340
SAFE Warrants			—			—			13,171



June 30, 2026		Level 1			Level 2			Level 3
SIF contribution liability		$	—		$	—		$	87,417
Share-based compensation			—			—			22,477
SAFE liabilities			—			—			56,153
SAFE Warrants			—			—			15,467
PIPE subscription obligation			—			—			21,976



December 31, 2024		Level 1			Level 2			Level 3
Warrant liability		$	—		$	—		$	10
SIF contribution liability			—			—			15,681
Share-based compensation			—			—			6,889
Convertible notes			—			—			21,412



December 31, 2025		Level 1			Level 2			Level 3
SIF Contribution liability		$	—		$	—		$	28,369
Share-based compensation			—			—			15,545
SAFE liabilities			—			—			57,511

COMMITMENTS

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

COMMITMENTS

Commitments and contingencies

24.

Commitments and contingencies:

Indemnifications:

The Company has agreed to indemnify its directors for all liabilities or obligations imposed upon or incurred by such indemnified person in relation to any claim, action, proceeding, investigation, or order whether civil, criminal or administrative and whether made or commenced by the Company or by any other person by reason of that indemnified person having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company, any act or omission, whether or not negligent or wilful, of the indemnified person acting or having acted as a director, alternate director or officer, or as a person in an equivalent position, of the Company, or being named or made a witness in any claim resulting from having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company, including legal fees and disbursements and all other costs of investigation and defence and all amounts paid or payable to settle a claim or to satisfy a judgment, or otherwise to discharge a liability imposed or incurred.

Spring Valley Acquisition III

COMMITMENTS

Commitments and contingencies

NOTE 6. COMMITMENTS AND CONTINGENCIES:

Registration Rights

The holders of the (i) Founder Shares, (ii) private placement warrants, which are issued in a private placement simultaneously with the closing of the Initial Public Offering, private placement warrants and the Class A ordinary shares underlying such private placement warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities were entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions. On September 5, 2025, the underwriters exercised their over-allotment option, closing on the 3,000,000 additional Units simultaneously with the Initial Public Offering.

The underwriters were entitled to a cash underwriting discount of $4,600,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering.

NOTE 6. COMMITMENTS AND CONTINGENCIES: (continued)

Additionally, the underwriters are entitled to a deferred fee of the lesser of $0.40 per Unit, or $9,200,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of public shares in connection with the consummation of a Business Combination. Subsequent to June 30, 2026, on July 10, 2026, the Company consummated its Business Combination with General Fusion and, based on the Trust Account balance retained after redemptions, a deferred underwriting fee of $769,642 was paid to the underwriters.

On January 21, 2026, the underwriters agreed to forfeit, simultaneously and in connection with the consummation of the Business Combination with General Fusion, an aggregated pro-rata portion (or as otherwise agreed amongst the Underwriters) of 15% of their private placement warrants, equal to an aggregate of 383,333 private placement warrants.

As described in Note 1, on January 21, 2026, the Company entered into the Business Combination Agreement with General Fusion and NewCo. For a complete description of the Business Combination Agreement and related agreements, including the Sponsor Letter, Support Agreement, Registration Rights Agreement, Lock-Up Agreement, and PIPE Financing, see Note 1.

NOTE 6. COMMITMENTS

Registration Rights

The holders of the (i) Founder Shares, (ii) private placement warrants, which are issued in a private placement simultaneously with the closing of the Initial Public Offering, private placement warrants and the Class A ordinary shares underlying such private placement warrants and (iii) warrants that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities were entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $4,600,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering.

Additionally, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,200,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a

Business Combination, subject to the terms of the underwriting agreement and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of public shares in connection with the consummation of a Business Combination.

Share-based compensation plan - Stock option activity (Details)		6 Months Ended	12 Months Ended
	Aug. 06, 2025	Jun. 30, 2026 $ / shares shares	Dec. 31, 2025 $ / shares shares	Dec. 31, 2024 $ / shares shares	Dec. 31, 2023 shares
Weighted average exercise
Reverse stock split conversion ratio	0.10	0.1	0.10	0.10
Equity classified stock options
Number of options outstanding
Beginning Balance (in shares) \| shares		7,513,891	5,343,631	1,323,045	1,480,514
Stock options granted (in shares) \| shares		2,800,000	4,127,700	94,500
Exercise of common share options (in shares) \| shares		(30,406)	(5,063)	(24,900)
Stock options forfeited and cancelled (in shares) \| shares		(593,834)	(97,301)	(227,069)
Stock option expired (in shares) \| shares		(5,500)	(4,750)
Ending Balance (in shares) \| shares		7,513,891	5,343,631	1,323,045
Stock options exercisable (in shares) \| shares		2,698,059	2,705,028
Weighted average exercise
Beginning Balance (in dollars per share)		$ 0.25	$ 7.24	$ 7.44
Stock options granted (in dollars per share)		1.53	0.2	9.3
Stock options exercised (in dollars per share)		0.36	3.58	3.69
Stock options forfeited and cancelled (in dollars per share)		0.16	6.38	8.13
Stock option expired (in dollars per share)		0.93	3.58
Stock option modification			(1.61)
Ending Balance (in dollars per share)		0.73	0.25	$ 7.24
Stock options exercisable (in dollars per share)		$ 0.36	$ 0.36
Reverse stock split conversion ratio	0.1		0.10	0.10
Liability classified stock options
Number of options outstanding
Beginning Balance (in shares) \| shares		35,177,211	23,744,418	1,829,531	1,527,750
Stock options granted (in shares) \| shares		11,496,500	22,203,841	312,250
Exercise of common share options (in shares) \| shares		(10,016)	(9,517)	(16)
Stock options forfeited and cancelled (in shares) \| shares		(53,691)	(279,437)	(10,453)
Ending Balance (in shares) \| shares		35,177,211	23,744,418	1,829,531
Stock options exercisable (in shares) \| shares		11,372,261	11,231,053
Weighted average exercise
Beginning Balance (in dollars per share)		$ 0.17	$ 11.62	$ 12.1
Stock options granted (in dollars per share)		1.53	0.1	9.3
Stock options exercised (in dollars per share)		0.13	0.09	15.5
Stock options forfeited and cancelled (in dollars per share)		0.21	5.62	12.57
Stock option modification			(0.75)
Ending Balance (in dollars per share)		0.62	0.17	$ 11.62
Stock options exercisable (in dollars per share)		$ 0.22	$ 0.21
Reverse stock split conversion ratio	0.1		0.10	0.10

Convertible notes - Rights Offering (Details) - USD ($)
$ in Thousands

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Aug. 06, 2025

Aug. 31, 2025

Jun. 30, 2025

Dec. 31, 2025

Dec. 31, 2024

Convertible notes

Settlement of related party loans

$ 1,408

Loss (gain) on revaluation of convertible notes

$ (1,051)

^[1]

$ 508

^[1]

$ (22,036)

^[2]

$ 5,939

^[2]

Reclassification of changes in fair value attributable to changes in credit risk upon settlement

347

Related party

Convertible notes

Loss (gain) on revaluation of convertible notes

$ (989)

$ (478)

20,729

(5,587)

Convertible notes

Convertible notes

Converted shares issued

14,955,023

Discount rate

25.00%

Settlement of related party loans

$ 17,800

Loss (gain) on revaluation of convertible notes

22,036

$ (5,939)

Reclassification of changes in fair value attributable to changes in credit risk upon settlement

$ 347

Convertible notes | Related party

Convertible notes

Converted shares issued

14,068,229

Settlement of related party loans

$ 16,744

[1]	Of the loss (gain) on the revaluation of convertible notes for the three month and six month periods ended June 30, 2025, ($989) and $478 is attributable to related parties, respectively.
[2]	Of the Loss (gain) on the revaluation of convertible notes for the year ended December 31, 2025 and 2024, ($20,729) and $5,587 is attributable to related parties, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - Spring Valley Acquisition III - USD ($)			6 Months Ended	10 Months Ended
	May 05, 2026	Feb. 19, 2026	Jun. 30, 2026	Dec. 31, 2025
Redeemable preferred shares
Investment maturity term				185 days
Permitted Withdrawals percentage			5.00%	5.00%
Maximum percentage of interest earned on the Trust Account				5.00%
Available amount for withdrawal from Trust Account			$ 334,518	$ 140,482
Withdrawal of funds from Trust Account	$ 102,326	$ 140,482	$ 242,808	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SIF contribution liability - Tabular disclosure of assumptions used for contingent contribution repayments (Details) $ in Thousands	Jun. 30, 2026 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
SIF contribution liability
Amount funded	$ 74,275	$ 69,275
SIF contribution liability \| Minimum \| Market debt recovery rate
SIF contribution liability
Liability, measurement input	0.14	0.14
SIF contribution liability \| Minimum \| Risk-adjusted discount rate
SIF contribution liability
Liability, measurement input	0.13	0.13
SIF contribution liability \| Maximum \| Market debt recovery rate
SIF contribution liability
Liability, measurement input	0.28	0.28
SIF contribution liability \| Maximum \| Risk-adjusted discount rate
SIF contribution liability
Liability, measurement input	0.20	0.20
Funding liability
SIF contribution liability
Amount funded		$ 50,544	$ 41,113
Funding liability \| Expected term (years)
SIF contribution liability
Liability, measurement input		0.25	0.3
Funding liability \| Minimum \| Market debt recovery rate
SIF contribution liability
Liability, measurement input		0.14	0.14
Funding liability \| Minimum \| Risk-adjusted discount rate
SIF contribution liability
Liability, measurement input		0.13	0.15
Funding liability \| Maximum \| Market debt recovery rate
SIF contribution liability
Liability, measurement input		0.28	0.28
Funding liability \| Maximum \| Risk-adjusted discount rate
SIF contribution liability
Liability, measurement input		0.20	0.23

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2026	Mar. 31, 2026	Dec. 31, 2025	Aug. 06, 2025	Dec. 31, 2024	Dec. 31, 2023
Common shares redemption, issued			189,817,561	180,827,421	18,082,742
Common shares redemption, outstanding			189,817,561	180,827,421	18,082,742	17,757,257
Common shares, issued	13,324,608		13,290,803		1,316,702
Common shares, outstanding	13,324,608		13,290,803		1,316,702
Class B common shares
Common shares redemption, issued	3,500,000		0
Common shares redemption, outstanding	3,500,000	3,500,000	0
Common shares, issued			0		0
Common shares, outstanding			0		0
Spring Valley Acquisition III
Preferred shares, par value (in dollars per share)	$ 0.0001		$ 0.0001
Preferred shares, shares authorized	1,000,000		1,000,000
Preferred shares, shares issued	0		0
Preferred shares, shares outstanding	0		0
Spring Valley Acquisition III \| Class A ordinary shares
Common shares, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common shares, authorized	200,000,000		200,000,000
Common shares, issued	0		0
Common shares, outstanding	0		0
Spring Valley Acquisition III \| Class A ordinary shares subject to possible redemption
Common shares redemption, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common shares redemption, per share	$ 10.29		$ 10.12
Common shares redemption, issued	23,000,000		23,000,000
Common shares redemption, outstanding	23,000,000		23,000,000
Spring Valley Acquisition III \| Class A ordinary shares not subject to possible redemption
Common shares, issued	0		0
Common shares, outstanding	0		0
Spring Valley Acquisition III \| Class B common shares
Common shares, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common shares, authorized	20,000,000		20,000,000
Common shares, issued	7,666,667		7,666,667
Common shares, outstanding	7,666,667		7,666,667

SAFE liabilities - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended	6 Months Ended	12 Months Ended
	Jan. 01, 2026	Jan. 31, 2026	Dec. 31, 2025	Nov. 30, 2025	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025	Jul. 10, 2026	Dec. 31, 2024
SAFE liabilities
Gross proceeds from issuance of SAFEs						$ 200
SAFE conversion discount rate			25.00%	25.00%	25.00%	25.00%	25.00%
SAFE valuation cap amount			$ 500,000	$ 500,000	$ 500,000	$ 500,000	$ 500,000
SAFE liquidity event conversion discount rate			25.00%	25.00%	25.00%	25.00%	25.00%
Financing costs (note 11)					$ 2	$ 26	$ 3,693
Warrants outstanding			21,109,135		53,076,019	53,076,019	21,109,135		15,191,077
Warrant liability			$ 1,067				$ 1,067		$ 10
Minimum
SAFE liabilities
Qualifying equity financing threshold amount			100,000	$ 100,000		$ 100,000
Related party
SAFE liabilities
Gross proceeds from issuance of SAFEs							3,500
Non-related party
SAFE liabilities
Gross proceeds from issuance of SAFEs							40,919
Subsequent events
SAFE liabilities
Warrants outstanding								38,360,095
Total SAFE liabilities
SAFE liabilities
Gross proceeds from issuance of SAFEs		$ 200	44,307	44,307		$ 44,507	$ 44,307
Financing costs (note 11)			$ 3,559	3,559
Total SAFE liabilities \| Estimated common share value at closing of a SPAC
SAFE liabilities
Sensitivity analysis, fair value, financial liability, percentage impact			5.00%		3.00%	3.00%	5.00%
Sensitivity analysis, impact on financial liability fair value due to increase in input			$ 1,800		$ 1,500	$ 1,500	$ 1,800
Sensitivity analysis, impact on financial liability fair value due to decrease in input			$ 1,800		$ 1,500	$ 1,500	$ 1,800
Total SAFE liabilities \| Fair value of common shares
SAFE liabilities
Sensitivity analysis, fair value, financial liability, percentage impact			20.00%		20.00%	20.00%	20.00%
Sensitivity analysis, impact on financial liability fair value due to increase in input			$ 3,200		$ 4,000	$ 4,000	$ 3,200
Sensitivity analysis, impact on financial liability fair value due to decrease in input			$ 3,100		$ 3,900	$ 3,900	$ 3,100
Total SAFE liabilities \| Weighted average expected volatility
SAFE liabilities
Sensitivity analysis, fair value, financial liability, percentage impact			10.00%		20.00%	20.00%	10.00%
Sensitivity analysis, impact on financial liability fair value due to increase in input			$ 1,000		$ 2,200	$ 2,200	$ 1,000
Sensitivity analysis, impact on financial liability fair value due to decrease in input			1,000		$ 2,700	2,700	$ 1,000
Total SAFE liabilities \| Subsequent events
SAFE liabilities
Gross proceeds from issuance of SAFEs	$ 200
SAFEs
SAFE liabilities
Gross proceeds from issuance of SAFEs						350
SAFEs \| Related party
SAFE liabilities
Gross proceeds from issuance of SAFEs						$ 3,500
SAFE Warrants
SAFE liabilities
Gross proceeds from issuance of SAFEs			$ 350	$ 350
Warrants issued			11,006,350	11,006,350		11,056,430
Exercise price			$ 1.9968	$ 1.9968	$ 1.9749	$ 1.9749	$ 1.9968
Financing costs related to warrants issued as a consideration for finders' fees			$ 2,000	$ 2,000
Warrants issued as a consideration for finders' fees			3,625,000	3,625,000			3,625,000
Nominal cash proceeds received in exchange for the SAFE Warrants issued as consideration for the finders' fees			$ 112	$ 112		$ 112
Warrants outstanding			14,631,350				14,631,350
SAFE Warrants \| Related party
SAFE liabilities
Gross proceeds from issuance of SAFEs			$ 3,500	$ 3,500		$ 28
Warrants issued			876,646	876,646		876,646

Basis of presentation and liquidity (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 10, 2026	Jan. 31, 2026	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Basis of presentation and liquidity
Accumulated deficit			$ 454,456		$ 454,456		$ 331,952	$ 298,566
Cash and cash equivalents			31,975		31,975		49,125	6,392
Working capital deficit			109,326		109,326		27,281	39,364
Net loss for the period			$ 83,692	$ 4,022	122,504	$ 9,710	31,370	57,770
Cash flows used in operating activities					$ 21,155	$ 6,544	$ (23,988)	$ (29,110)
Subsequent events
Basis of presentation and liquidity
Amount of cash transferred	$ 19,000
PIPE financing
Basis of presentation and liquidity
Total gross proceeds		$ 107,675
PIPE financing \| Subsequent events
Basis of presentation and liquidity
Net proceeds	104,375
Gross proceeds	$ 107,675	$ 107,675

Basis of presentation and liquidity

6 Months Ended

Jun. 30, 2026

Basis of presentation and liquidity

Basis of presentation and liquidity

2.	Basis of presentation and liquidity:

These unaudited interim condensed consolidated financial statements (“Interim Financial Statements”) include the accounts of General Fusion Inc. and its wholly owned subsidiaries General Fusion Corp., incorporated in the state of Delaware in the United States, General Fusion (UK) Limited, incorporated in the United Kingdom, General Fusion Technologies Inc., incorporated in British Columbia, and 1410498 B.C. Ltd., incorporated in British Columbia. (collectively, the “Company” or “we”). All intercompany accounts and transactions have been eliminated upon consolidation.

The Interim Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). They do not include all the information required for a complete set of financial statements prepared in accordance with U.S. GAAP and should be read in conjunction with the annual consolidated financial statements (“Annual Financial Statements”) of the Company for the year ended December 31, 2025. The condensed consolidated balance sheet data as of December 31, 2025 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2025 but does not include all disclosures required by U.S. GAAP.

2.	Basis of presentation and liquidity (continued):

The Interim Financial Statements are unaudited, but in management’s opinion, reflects all normal recurring adjustments that are necessary to fairly present the information set forth herein. The results of operations for the three and six month periods ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last Annual Financial Statements as at and for the year ended December 31, 2025.

These Interim Financial Statements of the Company have been presented in US dollars (“$” or “USD”), except as disclosed otherwise. Certain disclosures include amounts presented in Canadian dollars (“CAD”).

Liquidity

The accompanying Interim Financial Statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business for the 12 months from the issuance of these Interim Financial Statements.

The Company has historically experienced recurring losses from operations and incurred an accumulated deficit of $454,456 through June 30, 2026 (2025 - $331,952). As of June 30, 2026, the Company had cash and cash equivalents of $31,975 and a working capital deficit (current assets less current liabilities) of $109,326 compared to cash and cash equivalents of $49,125 and a working capital deficit of $27,281 as of December 31, 2025. For the six month periods ended June 30, 2026 and 2025, the Company incurred a net loss of $122,504 and $9,710, respectively, and cash flows used in operating activities of $21,155 and $6,544, respectively.

In connection with the January 2026 BCA, the Company entered into securities purchase agreements for a Private Investment in Public Equity (“PIPE”) financing for total gross proceeds of $107,675. Receipt of the proceeds was contingent on the closing of the BCA, which occurred on July 10, 2026, subsequent to the period end.

On July 10, 2026, the Company consummated its business combination agreement with SVIII. Concurrently with the closing, the PIPE financing closed, and the Company received net proceeds of $104,375, reflecting gross proceeds of $107,675 less certain transaction costs. In addition, after the payment of certain transaction costs at closing, approximately $19,000 was transferred to New General Fusion, consisting of the net balance of SVIII’s trust account and funds remaining in SVIII’s operating account. In connection with the closing of the BCA, the SAFE liabilities were settled through conversion into equity of the Company immediately prior to BCA consummation, and the PIPE subscription obligation was settled through the issuance of redeemable preferred shares and warrants; neither of which required the use of cash. The settlement of the SAFE liabilities and the PIPE subscription obligation, together with the proceeds received in connection with the BCA, substantially improved our working capital position. Further, as described in note 11, the Company does not expect that the SIF contribution liability will require settlement in cash. As a result, the Company expects that its existing cash resources, together with the cash received in connection with the BCA, will provide sufficient funds to carry out its planned operations for at least one year from the date these consolidated financial statements are issued.

The Company does not currently generate revenue and has historically financed its operations through equity financing, debt and government assistance. Management expects that operating losses and negative cash flows from operations will continue in the foreseeable future. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.

These Interim Financial Statements were authorized for issuance by the Board of Directors of the Company on September 4, 2026.

General and administrative expenses

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

General and administrative expenses

General and administrative expenses

21.

General and administrative expenses:



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	1,092	$	1,163	$	2,335	$	2,239
Professional fees and contractors		1,048		106		1,619		410
Transaction related costs		632		—		1,303		—
Office, insurance, and travel		455		236		1,044		453
Software and information technology		221		160		419		291
Share-based compensation		2,914		74		5,120		486
Total	$	6,362	$	1,739	$	11,840	$	3,879

22.

General and administrative expenses:



		Year ended December 31
		2025		2024
Salaries and benefits		$	4,115	$	4,425
Professional fees and contractors			740		(186)
Transaction related costs			1,105		—
Office, insurance and travel			1,119		1,105
Software and information technology			662		718
Share-based compensation			5,631		2,545
Total		$	13,372	$	8,607

PIPE subscription obligation (Details)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

6 Months Ended

Jan. 31, 2026

USD ($)

$ / shares

Jun. 30, 2026

USD ($)

Mar. 31, 2026

USD ($)

Jun. 30, 2025

USD ($)

Jun. 30, 2026

USD ($)

Jun. 30, 2025

USD ($)

Dec. 31, 2025

USD ($)

^[1]

Dec. 31, 2024

USD ($)

^[1]

Dec. 31, 2023

USD ($)

PIPE subscription obligation

Loss on the change in fair value of the PIPE subscription obligation

$ 8,151

$ 22,051

Fair value of commitment shares

$ 122,953

$ 245,121

$ 237,671

Class B common shares

PIPE subscription obligation

Proceeds from issuance

$ 350

Number of shares issued | shares

3,500,000

Non-voting common stock, conversion ratio

0.01

Non-voting common stock, redemption amount

$ 350

Fair value of commitment shares

26,306

$ 26,306

PIPE financing

PIPE subscription obligation

Proceeds from issuance

$ 107,675

Number of units issued | shares

10,556,367

Price per unit issued | $ / shares

$ 10.2

Number of shares in a unit | shares

Number of warrants in a unit | shares

Exercise price per unit of warrants or rights outstanding. | $ / shares

$ 12

Fair value of forward contract

$ 0

Loss on the change in fair value of the PIPE subscription obligation

$ 8,151

$ 0

$ 22,051

$ 0

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY AND CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Changes in redeemable convertible preferred stock

Beginning balance

$ 245,121

^[1]

$ 237,671

Beginning balance (in shares)

18,082,742

17,757,257

F1 preferred shares deemed dividend

$ 1,694

$ 3,384

Issuance of F1 Adjustment warrants (in shares)

95,410

Exercise of F1 Ratchet warrants (in shares)

230,075

Exercise of F1 Ratchet warrants

$ 4,066

Rights Offering deemed dividends (note 12)

459

Extinguishment of preferred shares (note 12)

$ (148)

Rights Offering share reorganization (note 12, 13) (in shares)

156,779,796

Rights Offering share reorganization (note 12, 13)

$ (129,695)

Transfer of historical share issuance costs due to share reorganization (note 13)

4,024

Share issuance costs

$ (260)

Settlement of convertible notes (note 9) (in shares)

14,955,023

Settlement of convertible notes (note 9)

$ 1,758

Ending balance

^[1]

$ 122,953

$ 245,121

Ending balance (in shares)

189,817,561

18,082,742

Changes in shareholders' deficiency

Beginning balance

$ (284,088)

$ (220,726)

Beginning balance (in shares)

1,316,702

Exercise of common share options

$ 4

Share-based compensation (note 14)

1,345

1,253

F1 preferred shares deemed dividend

(1,694)

(3,384)

Exercise of F1 Ratchet warrants

(4,066)

Rights Offering deemed dividends (note 12)

(459)

Extinguishment of preferred shares (note 12)

148

Rights Offering share reorganization (note 12, 13)

148,122

Transfer of historical share issuance costs due to share reorganization (note 13)

(4,024)

Issuance of common share warrants (note 19)

1,067

Net and comprehensive income (loss) for the year

(34,225)

(57,169)

Ending balance

$ (173,804)

$ (284,088)

Ending balance (in shares)

13,290,803

1,316,702

Class A common Shares

Changes in shareholders' deficiency

Number of shares converted to Common A shares

11,960,583

Transfer of historical share issuance costs due to share reorganization (note 13)

$ (4,024)

Common Shares

Changes in shareholders' deficiency

Beginning balance

$ 2,407

Beginning balance (in shares)

1,316,702

Ending balance

$ 146,525

$ 2,407

Ending balance (in shares)

13,290,803

1,316,702

Common Shares | Class A common Shares

Changes in shareholders' deficiency

Beginning balance

$ 2,407

$ 2,364

Beginning balance (in shares)

1,316,702

1,302,453

Exercise of common share options (in shares)

13,518

14,249

Exercise of common share options

$ 8

$ 43

Rights Offering deemed dividends (note 12)

Extinguishment of preferred shares (note 12)

$ 11

Number of shares converted to Common A shares

11,960,583

Rights Offering share reorganization (note 12, 13)

$ 148,122

Transfer of historical share issuance costs due to share reorganization (note 13)

(4,024)

Ending balance

$ 146,525

$ 2,407

Ending balance (in shares)

13,290,803

1,316,702

Additional paid-in capital

Changes in shareholders' deficiency

Beginning balance

$ 15,920

$ 14,706

Exercise of common share options

(4)

(39)

Share-based compensation (note 14)

1,345

1,253

Issuance of common share warrants (note 19)

1,067

Ending balance

18,327

15,920

Accumulated deficit

Changes in shareholders' deficiency

Beginning balance

(298,566)

(233,346)

F1 preferred shares deemed dividend

(1,694)

(3,384)

Exercise of F1 Ratchet warrants

(4,066)

Rights Offering deemed dividends (note 12)

(459)

Extinguishment of preferred shares (note 12)

137

Net and comprehensive income (loss) for the year

(31,370)

(57,770)

Ending balance

(331,952)

(298,566)

Accumulated other comprehensive loss

Changes in shareholders' deficiency

Beginning balance

(3,849)

(4,450)

Net and comprehensive income (loss) for the year

(2,855)

601

Ending balance

$ (6,704)

$ (3,849)

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Offerings	Sep. 08, 2026 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Subordinate Voting Shares, without par value
Amount Registered \| shares	25,335,276
Proposed Maximum Offering Price per Unit	12.00
Maximum Aggregate Offering Price	$ 304,023,312.00
Fee Rate	0.01381%
Amount of Registration Fee	$ 41,985.62
Offering Note	Represents up to 25,335,276 Subordinate Voting Shares issuable upon the exercise of GF PIPE Warrants. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Pursuant to Rule 457(g), the proposed aggregate maximum offering price per share is $12.00, the exercise price of the GF PIPE Warrants.
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Subordinate Voting Shares, without par value
Amount Registered \| shares	1,607,780
Proposed Maximum Offering Price per Unit	11.548
Maximum Aggregate Offering Price	$ 18,566,643.44
Fee Rate	0.01381%
Amount of Registration Fee	$ 2,564.05
Offering Note	Represents up to 1,607,780 Subordinate Voting Shares issuable upon the exercise of SAFE Warrants. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Pursuant to Rule 457(g), the proposed aggregate maximum offering price per share is $11.548, the exercise price of the SAFE Warrants.
Offering: 3
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Subordinate Voting Shares, without par value
Amount Registered \| shares	15,996,064
Proposed Maximum Offering Price per Unit	11.50
Maximum Aggregate Offering Price	$ 183,954,736.00
Fee Rate	0.01381%
Amount of Registration Fee	$ 25,404.15
Offering Note	Represents up to 15,996,064 Subordinate Voting Shares issuable upon the exercise of Spring Valley Warrants. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Pursuant to Rule 457(g), the proposed aggregate maximum offering price per share is $11.50, the exercise price of the Spring Valley Warrants.
Offering: 4
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Subordinate Voting Shares, without par value
Amount Registered \| shares	67,130,010
Proposed Maximum Offering Price per Unit	7.70
Maximum Aggregate Offering Price	$ 516,901,077.00
Fee Rate	0.01381%
Amount of Registration Fee	$ 71,384.04
Offering Note	Represents 67,130,010 Subordinate Voting Shares, including (i) 44,810,873 Subordinate Voting Shares issuable upon the conversion of 10,416,663 Multiple Voting Shares issued in connection with the PIPE Financing, assuming a conversion price of $5.00 per Subordinate Voting Share and the maximum increase in the accrued value of the Multiple Voting Shares through the fifth anniversary of the Closing Date; (ii) 140,303 Converted PIPE Shares; (iii) 10,199,884 Subordinate Voting Shares issuable upon the exercise of the BDC SVS Warrants and Weil SVS Warrants; and (vi) 11,978,950 Subordinate Voting Shares issuable upon the conversion of Earnout Shares, including the Earnout Shares underlying the Earnout Warrants. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Pursuant to Rule 457(c) and (g), solely for purposes of calculating the registration fee, the proposed maximum offering price per share is $7.70, which is the average of the high and low prices of the Subordinate Voting Shares on Nasdaq on September 2, 2026 (such date being within five business days of the date that this Registration Statement was filed with the SEC.
Offering: 5
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Warrants to purchase Subordinate Voting Shares
Amount Registered \| shares	12,223,034
Maximum Aggregate Offering Price	$ 0.00
Fee Rate	0.01381%
Amount of Registration Fee	$ 0.00
Offering Note	Represents 12,223,034 warrants exercisable for Subordinate Voting Shares being registered for resale hereunder, including (i) 10,556,367 GF PIPE Warrants and (ii) 1,666,667 Working Capital Warrants. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. In accordance with Rule 457(i), the entire registration fee for the warrants is allocated to the Subordinate Voting Shares underlying such warrants, and no separate fee is payable for the warrants.

Cash and cash equivalents and restricted cash - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Cash and cash equivalents and restricted cash
Deposits served as collateral	$ 305	$ 316	$ 169
Restricted cash held in third party trust account		$ 351

Basic and diluted net loss per share (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Basic and diluted net loss per share

Schedule of reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding



	Three months ended June 30,				Six months ended June 30,
	2026		2025⁽¹⁾		2026		2025⁽¹⁾
Net loss for the period	$	83,692	$	4,022	$	122,504	$	9,710
F1 preferred shares deemed dividend		—		—		—		1,694
Loss attributable to common shareholders		83,692		4,022		122,504		11,404
Basic and diluted weighted average number of shares outstanding		14,440,768		1,317,732		14,435,062		1,317,220
Net loss per share attributable to common shareholders, basic and diluted	$	5.80	$	3.05	$	8.49	$	8.66

(1)	The weighted average shares outstanding for the three and six month periods ended June 30, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.



		Year-ended December 31
		2025		2024
Net loss for the year		$	31,370	$	57,770
F1 preferred shares deemed dividend			1,694		3,384
Rights offering deemed dividend			459
Loss attributable to common shareholders		$	33,523	$	61,154
Basic and diluted weighted average number of shares outstanding			6,209,121		1,307,771
Net loss per share attributable to common shareholders, basic and diluted		$	5.40	$	46.76

(1)	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Income taxes - Non-capital loss carry forwards (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Canada
Income taxes
Non-capital loss carry forwards	$ 180,780
United Kingdom
Income taxes
Non-capital loss carry forwards, not subject to expiration	22,182
Non-capital loss carry forwards	22,182
2026 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	23
2027 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	245
2028 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	353
2029 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	786
2030 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	1,354
2031 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	1,872
2032 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	2,306
2033 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	2,406
2034 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	2,613
2035 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	2,459
2036 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	4,463
2037 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	5,500
2038 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	6,134
2039 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	7,447
2040 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	16,438
2041 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	15,405
2042 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	38,314
2043 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	30,289
2044 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	26,633
2045 \| Canada
Income taxes
Non-capital loss carry forwards, subject to expiration	$ 15,740

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Aug. 06, 2025

Jun. 30, 2026

USD ($)

^[3]

Jun. 30, 2025

USD ($)

Jun. 30, 2026

USD ($)

Jun. 30, 2025

USD ($)

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Reverse stock split conversion ratio

0.10

0.1

0.10

Loss (gain) on the revaluation of convertible notes (note 9)

$ 1,051

^[1]

$ (508)

^[1]

$ 22,036

^[2]

$ (5,939)

^[2]

Interest expense (note 9)

$ 22

469

^[3]

$ 24

^[3]

925

^[3]

1,127

^[4]

883

^[4]

989

478

(20,729)

5,587

Interest expense (note 9)

$ 436

$ 855

$ 1,081

$ 816

[1]	Of the loss (gain) on the revaluation of convertible notes for the three month and six month periods ended June 30, 2025, ($989) and $478 is attributable to related parties, respectively.
[2]	Of the Loss (gain) on the revaluation of convertible notes for the year ended December 31, 2025 and 2024, ($20,729) and $5,587 is attributable to related parties, respectively.
[3]	Of the interest expense for the three month and six month periods ended June 30, 2025, $436 and $855 is attributable to related parties, respectively.
[4]	Of the Interest expense for the year ended December 31, 2025 and 2024, $1,081 and $816 is attributable to related parties, respectively.

Convertible notes - Settlement alternatives (Details) $ in Thousands	Jul. 31, 2024 USD ($)
Convertible notes
Qualified financing	$ 44,000
Convertible notes \| Maturity
Convertible notes
Discount percentage	25.00%
Valuation cap amount	$ 300,000
Convertible notes \| Liquidity Event
Convertible notes
Discount percentage	25.00%
Valuation cap amount	$ 300,000
Convertible notes \| Financing Events
Convertible notes
Discount percentage	20.00%
Valuation cap amount	$ 300,000

Financial instruments - Foreign currency risk (Details) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2026 USD ($)	Jun. 30, 2026 CAD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2025 CAD ($)
Financial instruments
Change in USD and CAD exchange rate (in percentage)	10.00%	10.00%	10.00%	10.00%
Change in earnings on change in the USD and CAD exchange rate	$ 1,778	$ 2,526,000	$ 1,224	$ 1,678

Cash and cash equivalents and restricted cash

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash

4.	Cash and cash equivalents and restricted cash:

The following table is a reconciliation of cash and cash equivalents, and restricted cash reported in the consolidated balance sheets to the consolidated statements of cash flows.



	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	31,975	$	49,125
Restricted cash		305		667
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows	$	32,280	$	49,792

4.Cash and cash equivalents and restricted cash:

The following table is a reconciliation of cash and cash equivalents, and restricted cash reported in the consolidated balance sheets to the consolidated statements of cash flows.



		As of December 31
		2025			2024
Cash and cash equivalents		$	49,125		$	6,392
Restricted cash			667			169
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows		$	49,792		$	6,561

Business development, marketing, communications and government relations expenses (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Business development, marketing, communications and government relations expenses

Schedule of business development, marketing, communications and government relations expenses



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	562	$	353	$	983	$	864
Professional fees and contractors		333		41		565		67
Office, marketing, insurance, and travel		290		101		461		206
Software and information technology		24		4		50		9
Share-based compensation		196		214		275		427
Total	$	1,405	$	713	$	2,334	$	1,573



		Year ended December 31,
		2025		2024
Salaries and benefits		$	1,459	$	1,460
Professional fees and contractors			185		65
Office, insurance and travel			637		302
Software and information technology			16		43
Share-based compensation			1,205		820
Total		$	3,502	$	2,690

Nature of business

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Nature of business

Nature of business

1.Nature of business:

Business Combination

On July 13, 2026, General Fusion Group Ltd. Subordinate Voting Shares and warrants began trading on the Nasdaq under the symbols “GFUZ” and “GFUZW”, respectively.

1.	Nature of business:

Leases

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

Leases

8.	Leases:

Lease balances consisted of the following:



	June 30, 2026		December 31, 2025
Right-of-use assets	$	2,706	$	2,918
Lease liabilities, current	$	390	$	454
Lease liabilities, non-current		3,875		4,233
Total operating lease liabilities	$	4,265	$	4,687

As of June 30, 2026, the weighted average remaining lease term is 6.5 years (2025 – 7.0 years).

8.	Leases (continued):

Maturities of operating lease liabilities were as follows as of June 30, 2026:


Fiscal year ending:
2026	$	413
2027		838
2028		947
2029		947
Thereafter		2,841
Future minimum payments		5,986
Impact of discounting		(1,721)
Total	$	4,265

8.Leases:

Lease balances consisted of the following:



		As of December 31
		2025			2024
Right-of-use assets		$	2,918		$	3,278
Lease liabilities, current		$	454		$	597
Lease liabilities, non-current			4,233			4,410
Total operating lease liabilities		$	4,687		$	5,007

8.	Leases: (continued)

At December 31, 2025, the weighted average remaining lease term is 7 years (2024 – 7.5 years).

Maturities of operating lease liabilities were as follows as of December 31, 2025:



Fiscal year ending:
2026	$	933
2027		870
2028		983
2029		983
2030		983
Thereafter		1,966
Future minimum payments		6,718
Impact of discounting		(2,031)
Total	$	4,687

SAFE liabilities - Summary of Company's SAFE liabilities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
SAFE liabilities
Liability, beginning balance	$ 28,369	$ 15,681	$ 14,116
SIF Warrant obligation		4,570	1,548
Change in fair value		7,321	1,222
Foreign currency translation		797	1,205
Liability, ending balance		28,369	$ 15,681
Total SAFE liabilities
SAFE liabilities
Liability, beginning balance	57,511
SIF Warrant obligation	200	44,307
Finders' fees SAFE Warrants		2,000
Change in fair value	16,242	10,133
Foreign currency translation	(2,333)	1,071
Liability, ending balance	71,620	57,511
SAFEs
SAFE liabilities
Liability, beginning balance	44,340
SIF Warrant obligation	172	38,206
Change in fair value	13,898	5,084
Foreign currency translation	(2,257)	1,050
Liability, ending balance	56,153	44,340
SAFE Warrants
SAFE liabilities
Liability, beginning balance	13,171
SIF Warrant obligation	28	6,101
Finders' fees SAFE Warrants		2,000
Change in fair value	2,344	5,049
Foreign currency translation	(76)	21
Liability, ending balance	$ 15,467	$ 13,171

FAIR VALUE MEASUREMENTS - Fair value of the Company's Level 3 subscription agreement liability (Details) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance		$ 28,369,000	$ 28,369,000	$ 15,681,000	$ 14,116,000
Issuance				4,570,000	1,548,000
Liability, ending balance				$ 28,369,000	$ 15,681,000
Spring Valley Acquisition III
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	$ 13,854,870
Change in fair value	$ 8,120,771	$ 13,854,870
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment Of Subscription Agreement Liability	Fair Value Adjustment Of Subscription Agreement Liability
Liability, ending balance	$ 21,975,641	$ 13,854,870	$ 21,975,641

Property and equipment (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Property and equipment

Schedule of property and equipment, net



	June 30, 2026		December 31, 2025
Machinery and equipment	$	2,395	$	2,200
Computers, software and hardware		2,829		2,817
Leasehold improvements		11,502		11,935
		16,726		16,952
Accumulated depreciation and amortization		(11,690)		(10,528)
Property and equipment, net	$	5,036	$	6,424



		As of December 31
		2025			2024
Machinery and equipment		$	2,200		$	1,827
Computers, software and hardware			2,817			2,682
Leasehold improvements			11,935			11,520
			16,952			16,029
Accumulated depreciation and amortization			(10,528)			(7,751)
Property and equipment, net		$	6,424		$	8,278

Common share capital - Narrative (Details) $ / shares in Units, $ in Thousands		6 Months Ended	7 Months Ended	12 Months Ended
	Aug. 06, 2025 shares	Jun. 30, 2026 $ / shares shares	Aug. 06, 2025 shares	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 $ / shares shares
Common share capital
Common shares, authorized unlimited (in shares)		Unlimited		Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares				$ 0	$ 0
Reverse stock split conversion ratio	0.10	0.1		0.10	0.10
Common shares, issued (in shares)		13,324,608		13,290,803	1,316,702
Common shares, outstanding (in shares)		13,324,608		13,290,803	1,316,702
Conversion ratio	0.01	0.01	0.01	0.01
Rights Offering Share Organization (in shares)			11,960,583
Transfer of historical share issuance costs due to share reorganization \| $				$ 4,024
Warrants outstanding		53,076,019		21,109,135	15,191,077
Equity classified share purchase warrants
Common share capital
Warrants outstanding				1,122,904
Class A common Shares
Common share capital
Common shares, authorized unlimited (in shares)		Unlimited		Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares		$ 0		$ 0	$ 0
Rights Offering Share Organization (in shares)	11,960,583			11,960,583
Transfer of historical share issuance costs due to share reorganization \| $				$ 4,024
Class B common shares
Common share capital
Common shares, authorized unlimited (in shares)		Unlimited		Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares		$ 0		$ 0	$ 0
Common shares, issued (in shares)				0	0
Common shares, outstanding (in shares)				0	0

Accounts payable and accrued liabilities (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounts payable and accrued liabilities

Schedule of accounts payable and accrued liabilities



	June 30, 2026		December 31, 2025
Accounts payable	$	1,241	$	1,561
Accrued payroll liabilities		1,445		1,949
Other accrued liabilities		2,221		1,623
	$	4,907	$	5,133



		As of December 31
		2025			2024
Accounts payable		$	1,561		$	2,851
Accrued payroll liabilities			1,949			3,668
Other accrued liabilities			1,623			2,443
		$	5,133		$	8,962

Supplemental cash flow information

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Supplemental cash flow information

Supplemental cash flow information

22.

Supplemental cash flow information:

The Company undertook certain non-cash investing and financing transactions as follows:

(a)

Property and equipment

Accounts payable as of June 30, 2026, included $19 relating to the purchase of property and equipment (December 31, 2025 - $32).

23.Supplemental cash flow information:

The Company undertook certain non-cash investing and financing transactions as follows:

(a)

Right of use asset and lease liabilities:

For the year ended December 31, 2025, the Company did not recognize any ROU assets in exchange for lease liabilities (2024 - $nil). In August 2024, the Company notified its landlord of the termination of a lease effective February 2025. The modification reduced the ROU asset by $68 and the corresponding lease liability by $483.

(b)

Warrants:

In the year ended December 31, 2025, the SIF Warrants issued in April 2025 had an estimated fair value at the date of issuance of $4,570 (2024 - $3,789).

(c)

Property and equipment

Accounts payable as of December 31, 2025, included $32 relating to the purchase of property and equipment (2024 - $173).

Property and equipment

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Property and equipment

Property and equipment

6.	Property and equipment:

Property and equipment consisted of the following:



	June 30, 2026		December 31, 2025
Machinery and equipment	$	2,395	$	2,200
Computers, software and hardware		2,829		2,817
Leasehold improvements		11,502		11,935
		16,726		16,952
Accumulated depreciation and amortization		(11,690)		(10,528)
Property and equipment, net	$	5,036	$	6,424

Depreciation and amortization expense related to property and equipment for the three and six months ended June 30, 2026, was $815 and $1,599 (2025 - $654 and $1,330), respectively.

6.Property and equipment:

Property and equipment consisted of the following:



		As of December 31
		2025			2024
Machinery and equipment		$	2,200		$	1,827
Computers, software and hardware			2,817			2,682
Leasehold improvements			11,935			11,520
			16,952			16,029
Accumulated depreciation and amortization			(10,528)			(7,751)
Property and equipment, net		$	6,424		$	8,278

Depreciation and amortization expense related to property and equipment for the year ended December 31, 2025 was $2,595 (2024 - $2,979).

- Definition

+ References

+ Details

Redeemable preferred shares (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Redeemable preferred shares

Summary of the Company's redeemable convertible preferred share features post Rights Offering


Features		Class A (Series 1-7)		Class B Series 1			Class B Series 2			Class B Series 3
Issued and outstanding		56,010,259			11,612,203			26,965,385			95,229,714
Convertible into		Class A Common shares			Class A Common shares			Class A Common shares			Class A Common shares
Conversion rate		1:1			1:1			1:1			1:1
Voting		Yes			Yes			Yes			Yes
Dividend		Only if paid on common shares. No fixed amount.			Only if paid on common shares. No fixed amount.			Only if paid on common shares. No fixed amount			Only if paid on common shares. No fixed amount
Redemption at option of holder		No			No			No			No
Liquidation/Deemed liquidation preference		1.0X			2.0X and participating			2.0X and participating			2.0X and participating
Original subscription price per share		Original subscription price		$	1.587		$	1.1903		$	0.00001
Redemption minimum approval requirement		2/3 vote			2/3 vote			2/3 vote			2/3 vote
Redemption amount		Greater of liquidation preference or fair value			Greater of liquidation preference or fair value			Greater of liquidation preference or fair value			Greater of liquidation preference or fair value



Features		Class A (Series 1-7)		Class B Series 1			Class B Series 2			Class B Series 3
Issued and outstanding		56,010,259			11,612,203			26,965,385			95,229,750
Convertible into		Class A Common shares			Class A Common shares			Class A Common shares			Class A Common shares
Conversion rate		1:1			1:1			1:1			1:1
Voting		Yes			Yes			Yes			Yes
Dividend		Only if paid on common			Only if paid on common			Only if paid on common			Only if paid on common
		shares. No fixed			shares. No fixed			shares. No fixed			shares. No fixed
		amount.			amount.			amount.			amount.
Redemption at option of holder		No			No			No			No
Liquidation/Deemed liquidation preference		1.0X			2.0X and participating			2.0X and participating			2.0X and participating
Original subscription price per share		Original subscription price		$	1.587		$	1.1903		$	0.00001

Redemption minimum approval requirement		2/3 vote			2/3 vote			2/3 vote			2/3 vote
Redemption amount		Greater of liquidation			Greater of liquidation			Greater of liquidation			Greater of liquidation
		preference or fair value			preference or fair value			preference or fair value			preference or fair value

CONSOLIDATED BALANCE SHEETS (Parenthetical)		6 Months Ended	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parenthetical)	Aug. 06, 2025 shares	Jun. 30, 2026 shares	Dec. 31, 2025 $ / shares shares	Dec. 31, 2024 $ / shares shares	Dec. 31, 2023 shares
Interim Condensed Consolidated Balance Sheets
Redeemable convertible preferred stock, authorized (in shares)			780,000,000	780,000,000
Temporary equity, shares issued (in shares)	180,827,421		189,817,561	18,082,742
Temporary equity, shares outstanding (in shares)	180,827,421		189,817,561	18,082,742	17,757,257
Common shares, authorized unlimited (in shares)		Unlimited	Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares			$ 0	$ 0
Common shares, issued (in shares)		13,324,608	13,290,803	1,316,702
Common shares, outstanding (in shares)		13,324,608	13,290,803	1,316,702
Reverse stock split conversion ratio	0.10	0.1	0.10	0.10

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

+ Details

- Definition

The maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

+ References + Details

- Definition

The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

+ References + Details

- Definition

The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

+ References + Details

Property and equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Property and equipment
Property and equipment, gross	$ 16,726	$ 16,952	$ 16,029
Accumulated depreciation and amortization	(11,690)	(10,528)	(7,751)
Property and equipment, net	5,036	6,424	8,278
Machinery and equipment
Property and equipment
Property and equipment, gross	2,395	2,200	1,827
Computers, software and hardware
Property and equipment
Property and equipment, gross	2,829	2,817	2,682
Leasehold improvements
Property and equipment
Property and equipment, gross	$ 11,502	$ 11,935	$ 11,520

- Definition

Amount of accumulated depreciation, depletion, and amortization of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 905
-SubTopic 360
-Name Accounting Standards Codification
-Section 25
-Paragraph 4
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 360
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-Name Accounting Standards Codification
-Section 05
-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147482338/360-10-05-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 30
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-URI https://asc.fasb.org/1943274/2147482222/360-10-30-2

Reference 4: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147482338/360-10-05-3

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482099/360-10-50-1

Reference 6: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 40
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 7A
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A

+ Details

- Definition

Amount, after accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Significant accounting policies

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Significant accounting policies

Significant accounting policies

3.	Significant accounting policies:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of the Company’s common shares, share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, PIPE subscription liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

(b)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements not yet adopted:

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income: Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, which includes amendments to require the disclosure of certain specific costs and expenses that are included in a relevant expense caption on the face of the income statement. Specific costs and expenses that would be required to be disclosed include: purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, a qualitative description of other items is required, equal to the difference between the relevant expense caption and the separately disclosed specific costs. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and are applied either prospectively or retrospectively at the option of the Company. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update establishes authoritative guidance on the accounting for government grants received by business entities. The standard is effective for our annual and interim reporting periods beginning in 2029, with early adoption permitted. The standard may be applied using a modified prospective, modified retrospective or full retrospective transition approach. We are currently evaluating the timing and method of adoption and assessing the impact of this ASU on our financial statements and disclosures.

3.Significant accounting policies:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

(b)

Cash and cash equivalents, and restricted cash:

Cash and cash equivalents, and restricted cash are composed of cash and short-term, highly liquid investments with an original maturity of three months or less, which are readily convertible into a known amount of cash and subject to insignificant changes in value.

Restricted cash includes cash that has been pledged as security and is not available for immediate disbursement.

3.Significant accounting policies: (continued)

(c)

Government assistance:

Government assistance includes grants and investment tax credits. As U.S. GAAP lacks specific authoritative guidance for the accounting of government grants to for-profit entities, the Company has elected to apply IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy. The Company receives government assistance from various government agencies. Government assistance is recognized when there is reasonable assurance that the Company has complied with, and will continue to comply with, all conditions specified in the agreement necessary to obtain the grant. Government assistance related to the acquisition of property and equipment are deducted against the carrying amount of the asset. Government assistance related to current expenditures are recorded into government assistance in the same period as the expenses are incurred for which the claim relates. Government assistance received in advance of expense recognition are recorded as deferred government contributions on the consolidated balance sheets. The ultimate realization of income is subject to government approval. Any adjustment to the amounts claimed will be recognized in the year in which the adjustment occurs or is known.

(d)

Property and equipment:

Property and equipment are recorded at cost including acquisition and installation costs, less government assistance where applicable. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the related assets. The following represents the estimated useful lives of property and equipment as of December 31, 2025:



Machinery and equipment		3 - 5 years
Computers, software and hardware		2 - 3 years
Leasehold improvements		Shorter of the estimated
		lease term or useful life

Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive loss in the period realized.

(e)

Impairment of long-lived assets:

The Company evaluates long-lived assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets held and used is measured by comparing the carrying amounts of an asset or asset group to the estimated future undiscounted cash flows expected to be generated by that asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, the asset is written down to its estimated fair value, which is determined using discounted net cash flows, or other measures of fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell.

3.Significant accounting policies: (continued)

(f)

Leases:

The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. In accordance with ASC842 Leases, the Company accounts for a contract as a lease when the Company has the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. All leases are assessed for classification as an operating lease or a finance lease.

The Company’s lease liabilities are recognized at the lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”) to discount the lease payments to present value. The estimated IBR is derived from information available at the lease commencement date. The Company’s right-of-use (“ROU”) assets are also recognized at the lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.

The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in Topic 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.

The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient not to separate the lease from non-lease components and accounts for them as a single lease component.

The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term.

(g)

Convertible notes:

The Company has elected to classify and measure the entire hybrid convertible notes under the fair value option for convertible debt. The convertible notes are recorded at their estimated fair value on the balance sheet with gains and losses associated with changes in the fair value of the convertible debentures recorded in the statements of operations, except for changes in fair value attributable to changes in the credit risk of the liability, which must be presented in other comprehensive loss. The liability’s credit risk is represented by the difference between the discount rate associated with the liability and the risk-free rate.

(h)

Deferred income taxes:

Deferred tax assets and liabilities are determined based on differences in the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including recent earnings experience by jurisdiction, expectations of future taxable income, and the carry forward periods available for tax reporting purposes, as well as other relevant factors. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.

The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more-likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more-likely-than-not” threshold are not recognized in the consolidated financial statements.

3.Significant accounting policies: (continued)

(i)

Advertising:

Advertising costs are expensed as incurred and are included in business development, marketing, communications and government relations in the consolidated statement of operations and comprehensive loss. Advertising expenses were insignificant in the periods presented.

(j)

Research and development costs:

Research and development costs are expensed as incurred. These costs primarily consist of personnel and related expenses, contractor and consultant fees, stock-based compensation, prototype equipment and tie-ins to facility, supplies and materials, and corporate overhead allocations.

(k)

Internal-use software:

The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its planned services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over the applicable software’s estimated useful life once it is ready for its intended use. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized.

(l)

Fair value of financial instruments:

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value:

(Level 1) - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

(Level 2) - Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and,

(Level 3) - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. In addition to unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented.

3.Significant accounting policies: (continued)

(m)

Redeemable convertible preferred shares:

The Company classifies redeemable convertible preferred shares as temporary equity due to the contingently redeemable attributes of the preferred shares. The Company records such redeemable convertible preferred shares at fair value upon issuance, net of any issuance costs and records this outside of shareholders’ deficiency. The redeemable convertible preferred shares are not redeemable currently, and the Company has determined it is not probable that they will become redeemable. As such, remeasurement is not necessary until the redeemable convertible preferred shares are redeemable, or it is probable that they will become redeemable.

(n)

Redeemable convertible preferred shares warrants:

Warrants to purchase shares of the Company’s Class E and Class F redeemable convertible preferred shares are classified as either temporary equity or liability. Warrants with a nominal exercise price are considered in substance outstanding shares since they can be exercised at any time for no consideration and are classified as temporary equity because these shares are contingently redeemable by the holder. Liability classification occurs for all other freestanding warrants on redeemable convertible preferred shares, as the underlying redeemable convertible preferred shares may require the Company to transfer assets, and because they have an exercise price denominated in a currency other then the functional currency of the Company.

The warrants are recorded at fair value upon issuance and the liability classified warrants are remeasured to their estimated fair value at each balance sheet date. Changes in fair value of the warrant liability are recorded in the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the redeemable convertible preferred share warrant liability will be reclassified to redeemable convertible preferred shares or additional paid-in capital, as applicable.

(o)

Common share warrants:

Warrants to purchase shares of the Company’s common shares are either classified as equity or liability. Warrants classified as equity are recognized within additional paid-in capital with no subsequent remeasurement. The amount recognized within additional paid-in capital is determined by allocating proceeds received and issuance costs incurred between the instruments issued based on their relative fair value. Certain warrants are liability classified because they have an exercise price denominated in a currency other then the functional currency of the Company. Consequently, they are not considered indexed to the Company’s own stock and thus are accounted for as derivative liabilities and remeasured to their estimated fair value at each balance sheet date. Changes in fair value of the warrant liability are recorded in the consolidated statements of operations and comprehensive loss.

The Company recognizes a warrant obligation for Class B non-voting common share purchase warrants. The warrant obligation does not meet the criteria to be classified as equity as the number of warrants required to be issued at settlement is not fixed. Refer to note 12 for the accounting of the Class B non-voting common share purchase warrants.

3.Significant accounting policies: (continued)

(p)

SIF contribution liability:

The Company accounts for funds received under the SIF Contribution Agreement by bifurcating the proceeds between a financial liability and government assistance. Under the terms of the SIF Contribution Agreement, the Company is subject to specific default clauses that could result in the Company being required to pay all or a portion of funding received under the agreement. As the resolution of certain default clauses is not solely within the Company’s control, the SIF warrants issued as part of the arrangement do not qualify for equity classification and are classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity.

Funds received under the agreement result in the recognition of a financial liability recorded at fair value and the recognition of government assistance. The portion of those funds related to the financial liability is equal to the fair value warrant liability when the cash is received and the remaining cash received is considered to be government assistance.

The fair value of the financial liability is estimated using both the estimated fair value of the SIF Warrants based on the underlying securities and the amount that would have to be repaid in the event of a default, including the probability of default. The financial liability is remeasured to is estimated fair value at each financial reporting date.

(q)

Foreign currency:

The reporting currency for these consolidated financial statements is USD. The functional currency of the Company and its subsidiaries is the principal currency of the economic environment in which they operate. In accordance with ASC 830 Foreign Currency Matters, the Company translates assets and liabilities from an entity’s functional currency into the reporting currency using the rate in effect at the consolidated balance sheet date, and revenues and expenses are translated at the average rate of exchange throughout the period. Foreign currency translation gains and losses are recognized within a separate component of equity through other comprehensive loss.

Transactions in foreign currencies are translated to the respective functional currencies of each operation using exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency using the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies are translated to the functional currency using historical exchange rates. Gains and losses resulting from foreign currency transactions related to operating activities are included in net loss in the period.

(r)

Share-based payments:

The Company measures share-based payments in accordance with ASC 718, Compensation - Stock Compensation. Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the underlying shares at the grant date with no subsequent remeasurement.

The fair value of stock option awards is measured at the grant date and is estimated using the Black-Scholes valuation model. Share-based payments compensation expense of the equity-settled employee share-based payments is recognized in operating loss over the service period of the award, with the offset in additional paid-in capital within shareholders’ equity.

Share-based payments for liability-classified awards is determined using the same manner as equity-settled transactions, except that the fair value of liability-classified awards is remeasured to fair value at each reporting date through date of settlement, with changes in fair value recognized in the operating loss for the portion of the requisite service period rendered.

The Company records its share-based compensation expense over the requisite service period of employees and records forfeitures as they occur. Details regarding the determination of the fair value of equity-settled and liability-classified share-based transactions are set out in note 14.

3.Significant accounting policies: (continued)

(s)

SAFE liabilities

The Company’s Simple Agreements for Future Equity (“SAFEs”) are accounted for as freestanding financial instruments because they are legally detachable and separately exercisable from any other instruments issued by the Company. Although the SAFEs do not meet the definition of a liability under ASC 480, Distinguishing Liabilities from Equity, the Company determined that they do not qualify for equity classification under ASC 815, Derivatives and Hedging. Specifically, the SAFEs fail the indexation criteria in ASC 815-40 because the number of shares to be issued upon settlement is variable. In addition, the SAFEs include provisions that require cash settlement upon a change of control. As a change of control is considered an event outside the Company’s control, equity classification is precluded under ASC 815-40-25. Accordingly, the SAFEs are classified as liabilities within the consolidated balance sheets.

The SAFEs are initially recognized at fair value on the issuance date. The instruments are subsequently remeasured to fair value at each reporting date, with changes in fair value recognized in within other expense (income) in the consolidated statements of operations.

(t)

Net loss per share:

Basic net loss per share attributable to common shareholders is computed by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period, inclusive of contingently issuable common shares issuable for no additional consideration Diluted net loss per share attributable to common shareholders is computed in accordance with the treasury stock method.

For additional information on how the Company calculates net loss per share, refer to note 25.

(u)

Operating segments:

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is considered to be the Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The significant segment expenses reviewed by the CODM are consistent the presentation of expenses as shown in note 20, 21 and 22 within these consolidated financial statements.

The Company’s operations are carried on in the following geographic locations:



		As of December 31
Long-lived assets		2025			2024
Canada		$	9,379		$	11,590
United Kingdom			—			65
Total		$	9,379		$	11,655

3.Significant accounting policies: (continued)

(v)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements adopted:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for the Company’s annual financial statements for the year ended December 31, 2025. The guidance is applied retrospectively to all prior periods presented in the financial statements. The adoption of this ASU did not materially impact the Company’s segment reporting.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU will be effective for the Company’s annual financial statements for the fiscal year ended December 31, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company adopted this standard prospectively on January 1, 2025, which resulted in expanded income tax disclosures in these consolidated financial statements.

(ii)

Accounting pronouncements not yet adopted:

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income: Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, which includes amendments to require the disclosure of certain specific costs and expenses that are included in a relevant expense caption on the face of the income statement. Specific costs and expenses that would be required to be disclosed include: purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, a qualitative description of other items is required, equal to the difference between the relevant expense caption and the separately disclosed specific costs. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and are applied either prospectively or retrospectively at the option of the Company. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.” This update establishes authoritative guidance on the accounting for government grants received by business entities. The standard is effective for our annual and interim reporting periods beginning in 2029, with early adoption permitted. The standard may be applied using a modified prospective, modified retrospective or full retrospective transition approach. We are currently evaluating the timing and method of adoption and assessing the impact of this ASU on our financial statements.

Interim Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Jun. 30, 2026

Dec. 31, 2025

Current assets:

Cash and cash equivalents (note 4)

$ 31,975

$ 49,125

Restricted cash (note 4)

305

667

Other receivables

277

315

Prepaid expenses and other (note 9, 13)

28,959

908

Total current assets

61,516

51,015

Property and equipment (note 6)

5,036

6,424

Right-of-use assets (note 8)

2,706

2,918

Other assets

Total assets

69,295

60,394

Current liabilities:

Accounts payable and accrued liabilities (note 7)

4,907

5,133

Lease liabilities (note 8)

390

454

SIF contribution liability (note 10)

87,417

28,369

PIPE subscription obligation (note 13)

21,976

Warrant liability

1,067

Total current liabilities

170,843

78,296

Lease liabilities (note 8)

3,875

4,233

Share-based compensation (note 16)

22,477

15,545

SAFE Warrants (note 12)

15,467

13,171

Total liabilities

212,662

111,245

Redeemable convertible preferred shares:

Redeemable shares

^[1]

122,953

Shareholders' deficiency:

Common shares, unlimited voting and non-voting shares authorized without par value, 13,324,608 shares issued and outstanding (2025 - 13,290,803) (note 15)

146,609

146,525

^[1]

Additional paid-in capital

18,586

18,327

Accumulated other comprehensive loss

(3,365)

(6,704)

Accumulated deficit

(454,456)

(331,952)

Total shareholders' deficiency

(292,626)

(173,804)

Total liabilities, redeemable convertible preferred shares and shareholders' deficiency

69,295

60,394

Nonredeemable Preferred Stock

Redeemable convertible preferred shares:

Redeemable shares

122,953

Class B common shares

Redeemable convertible preferred shares:

Redeemable shares

26,306

Related party

Current liabilities:

SAFE liabilities (note 11)

4,436

3,503

Non-related party

Current liabilities:

SAFE liabilities (note 11)

$ 51,717

$ 40,837

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

FAIR VALUE MEASUREMENTS

Schedule of Fair value measurements



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

Spring Valley Acquisition III

FAIR VALUE MEASUREMENTS

Schedule of assumptions used for calculation of convertible note



	September 5, 2025
Underlying stock price	$	9.92
Exercise price	$	11.50
Volatility		4.0	%
Remaining term (years)		7.01
Risk-free rate		3.73	%
Black-Scholes value	$	1.14
Pre-adjusted value per share	$	1.14
Implied market value adjustment		21.20	%



	September 5, 2025
Underlying stock price	$	9.92
Exercise price	$	11.50
Volatility		4.0	%
Remaining term (years)		7.01
Risk-free rate		3.73	%
Black-Scholes value	$	1.14
Pre-adjusted value per share	$	1.14
Implied market value adjustment		21.20	%

Schedule of assets that are measured at fair value on a recurring basis



Description		Level		June 30, 2026
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	236,690,350
Liability:
Subscription agreement liability		3		$	21,975,641



Description		Level		December 31, 2025
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	232,809,646



Description		Level		December 31, 2025
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	232,809,646

Schedule of subscription agreement liability



		June 30,
		2026
Estimated fair value of the post-Business Combination common shares		$	9.69
Term (years)			5.0
Risk-free rate			4.11	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%



		March 31,
		2026
Estimated fair value of the post-Business Combination common shares		$	8.57
Term (years)			5.3
Risk-free rate			3.88	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%



		Initial
		Recognition
Estimated fair value of the post-Business Combination common shares		$	7.52
Term (years)			5.7
Risk-free rate			3.83	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%

Schedule of Fair value measurements



Subscription agreement liability, December 31, 2025	$	—
Initial recognition		—
Change in fair value	$	13,854,870
Subscription agreement liability, March 31, 2026	$	13,854,870
Change in fair value	$	8,120,771
Subscription agreement liability, June 30, 2026	$	21,975,641

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Share-based compensation plan

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-based compensation plan

Share-based compensation plan

16.

Share-based compensation plan:

The Company has established a share option plan (the “Option Plan”) which provides for options to be granted by the Company to its directors, employees and consultants. As of June 30, 2026, the Option Plan provided for a maximum aggregate number of common shares available for issuance of 44,915,612 (2025 – 44,915,612). The exercise price, vesting terms, and contractual life of an option are determined by the Company’s Board of Directors when the option is granted. Option grants typically vest over four years, with vesting ranging from immediate partial vesting to straight-line vesting over the full term. New shares are issued for all common share options exercised. Options granted under the Option Plan have exercise periods which are not to exceed 15 years after issuance. The Company estimates the fair value of stock options granted using a Black-Scholes option pricing model, which requires assumptions, including the fair value of the Company’s underlying common shares, expected term, expected volatility, risk-free interest rate and expected dividend yield of the Company’s common shares. These estimates involve inherent uncertainties and the application of management’s judgment.

These assumptions are estimated as follows:

●

Fair value of common shares. Management engages an external valuation specialist to assist in estimating the fair value of the Company’s common shares. Valuation is based on the most recent information available at the time of valuation and includes consideration of the Company’s current financial information, forecasts provided by management, and recently completed financings, among other factors.

●

Expected term. In estimating the expected life of the options, management considers the vesting term of the grants, the contractual life of the option grants, actual exercises, and forfeiture/cancellations of historical option grants.

●

Expected volatility. The Company determined the volatility based on a calculation of the volatility of similar entities that have traded equity instruments over a comparable term.

●

Risk-free interest rate. The risk-free interest rates are determined by reference to Canadian Benchmark Bond Yield rates with maturities that approximate the expected life.

●

Expected dividend. The Company has not paid and does not anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero in the option pricing model.

Prior to January 1, 2021, the Company granted options with an exercise price that was denominated in CAD and these stock options were equity-classified awards. New options granted after January 1, 2021 are denominated in USD. ASC 718, Compensation - Stock Compensation requires that an award indexed to a factor that is not a market, performance or service condition should be classified as a liability. ASC 718-10-25-14 provides an exception when the award is granted to an employee resident in a foreign jurisdiction where the currency which the award is denominated in is equivalent to the currency in which the employee is paid. The Company has classified USD denominated awards to employees paid in USD as equity-classified awards and USD denominated awards paid to employees paid in CAD as liability-classified awards.

16.

Share-based compensation plan: (continued)

(a)

Share-based compensation for equity-classified options:

The following table summarizes the stock option activity under the Company’s Option Plan for equity-classified options:



				Weighted average
		Number of options		exercise price
December 31, 2024		1,323,045		$	7.24
Stock options granted		4,127,700			0.20
Stock options exercised		(5,063)			3.58
Stock options forfeited and cancelled		(97,301)			6.38
Stock options expired		(4,750)			3.58
Stock options modification		—			(1.61)
December 31, 2025		5,343,631			0.25
Stock options granted		2,800,000			1.53
Stock options exercised		(30,406)			0.36
Stock options forfeited and cancelled		(593,834)			0.16
Stock options expired		(5,500)			0.93
June 30, 2026		7,513,891		$	0.73
Exercisable as of June 30, 2026		2,698,059		$	0.36

(1)	The number of stock options and exercise prices as of December 31, 2024 and transactions prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details

Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and resulted in an incremental share-based compensation of $21 being recognized during the year ended December 31, 2025.

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable as of June 30, 2026.



		Number of		Weighted		Number of		Weighted
		options		average years to		options		average years to
Exercise prices		outstanding		expiry		exercisable		expiry
$0.01 - $0.49		4,049,839		8.12		2,096,050		7.21
$0.50 - $0.99		340,737		5.09		278,694		4.44
$1.00 - $1.60		3,123,315		9.22		323,315		3.20
Total		7,513,891		8.44		2,698,059		6.44

The aggregate intrinsic value of options exercised is calculated as the difference between the exercise price of the underlying stock option awards and the market value of common shares on the date of exercise or date of the consolidated balance sheets.

The aggregate intrinsic value of stock options (market value less exercise price) as of June 30, 2026, was $6,899 (December 31, 2025 - $5,545). The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2026 was $30 (2025 - $19).

16.

Share-based compensation plan: (continued)

The grant weighted average assumptions used to estimate the fair value of equity-classified stock options granted were as follows:



		Six months ended
		June 30, 2026
Fair value of common shares		$	1.53
Weighted average expected term			7.0 years
Weighted average expected volatility			110	%
Weighted average risk-free interest rate			3.26	%
Expected dividend		$	nil

(1)	The weighted average common share fair value for the year ended December 31, 2025 reflects the ten-for-one (10:1) retrospective adjustment for any options granted prior to the August 2025 Rights Offering. See note 14 for details

For the three and six months ended June 30, 2026, the Company recorded share-based compensation expense of $224 and $329 related to its equity-classified options (2025 - $233 and $528), respectively.

(b)

Share-based compensation for liability-classified options:

The following table summarizes the stock option activity under the Company’s Option Plan for liability-classified options:



		Number of options		Weighted average
		outstanding		exercise price
December 31, 2024		1,829,531		$	11.62
Stock options granted		22,203,841			0.10
Stock options exercised		(9,517)			0.09
Stock options forfeited and cancelled		(279,437)			5.62
Stock options modification		—			(0.75)
December 31, 2025		23,744,418			0.17
Stock options granted		11,496,500			1.53
Stock options exercised		(10,016)			0.13
Stock options forfeited and cancelled		(53,691)			0.21
June 30, 2026		35,177,211		$	0.62
Exercisable as of June 30, 2026		11,372,261		$	0.22

(1)	The number of stock options and exercise prices as of December 31, 2024 and transactions prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details

Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and the resulting impact of the modification is reflected in share-based compensation liability as of December 31, 2025.

16.

Share-based compensation plan: (continued)

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable as of June 30, 2026:



	Number of	Weighted	Number of	Weighted
	options	average years	options	average years
Exercise prices	outstanding	to expiry	exercisable	to expiry
$0.01 - $0.49	21,806,274	9.10	10,029,017	9.10
$0.50 - $0.99	993,187	7.81	487,624	7.34
$1.00 - $1.66	12,377,750	9.60	855,620	5.52
Total	35,177,211	9.24	11,372,261	8.76

The aggregate intrinsic value of stock options (market value less exercise price) as of June 30, 2026 was $36,355 (December 31, 2025 - $26,408).

The weighted average assumptions used to estimate the fair value of liability-classified stock options were as follows:



	June 30, 2026			December 31, 2025
Fair value of common shares	$	1.65		$	1.28
Weighted average expected term		5.7 years			5.6 years
Weighted average expected volatility		110	%		138	%
Weighted average risk-free interest rate		3.13	%		2.93	%
Expected dividend	$	nil		$	nil

The following table presents changes in Level 3 share-based liabilities measured at fair value:



	Amount
December 31, 2024	$	6,889
Share-based compensation		3,235
Exercise of stock options		(2)
Change in fair value of share-based compensation		5,056
Foreign currency translation adjustment		367
December 31, 2025		15,545
Share-based compensation		2,801
Exercise of stock options		(10)
Change in fair value of share-based compensation		4,810
Foreign currency translation adjustment		(669)
June 30, 2026	$	22,477

16.

Share-based compensation plan: (continued)

Sensitivities for key assumptions were as follows:

●

As of June 30, 2026, a change in the Class B common share estimated fair value per share by +/- 20% would result in an increase (decrease) to the estimated fair value of the share-based compensation liability of approximately $4.7 million or ($4.7 million), respectively.

Subsequent to June 30, 2026, New General Fusion adopted the 2026 Long-Term Incentive Plan (“LTIP”). The LTIP provides for the grant of stock options, restricted share units, deferred share units, and other share-based awards to eligible employees, officers, directors, and consultants of the Company. The aggregate number of Subordinate Voting Shares reserved for issuance under the LTIP shall not exceed 15% of the total issued and outstanding Subordinate Voting Shares at any time. No awards have been granted under the LTIP as of the date of these financial statements.

14.

Share-based compensation plan:

The Company has established a share option plan (the “Option Plan”) which provides for options to be granted by the Company to its directors, employees and consultants. As of December 31, 2025, the Option Plan provides for a maximum aggregate number of common shares available for issuance of 44,915,612 (2024 - 3,565,235). The exercise price, vesting terms, and contractual life of an option are determined by the Company’s Board of Directors when the option is granted. Option grants typically vest over four years, with vesting ranging from immediate partial vesting to straight-line vesting over the full term. New shares are issued for all common share options exercised. Options granted under the Option Plan have exercise periods not to exceed 15 years after issuance.

The Company estimates the fair value of stock options granted using a Black-Scholes option pricing model, which requires assumptions, including the fair value of the Company’s underlying common shares, expected term, expected volatility, risk-free interest rate and expected dividend yield of the Company’s common shares. These estimates involve inherent uncertainties and the application of management’s judgment.

14.

Share-based compensation plan: (continued)

These assumptions are estimated as follows:

Expected term. In estimating the expected life of the options, management considers the vesting term of the grants, the contractual life of the option grants, and actual exercises and forfeiture/cancellations of historical option grants.

Expected volatility. The Company determined the volatility based on a calculation of the volatility of similar entities that have traded equity instruments over a comparable term.

Risk-free interest rate. The risk-free interest rates are determined by reference to Canadian Benchmark Bond Yield rates with maturities that approximate the expected life.

Prior to January 1, 2021, the Company granted options with an exercise price that was denominated in CAD and these stock options were equity-classified awards. New options granted after January 1, 2021 are denominated in USD. ASC 718, Compensation - Stock Compensation. requires that an award indexed to a factor that is not a market, performance or service condition should be classified as a liability. ASC 718-10-25-14 provides an exception when the award is granted to an employee resident in a foreign jurisdiction where the currency which the award is denominated in is equivalent to the currency in which the employee is paid. The Company has classified USD denominated awards to employees paid in USD as equity-classified awards and USD denominated awards paid to employees paid in CAD as liability-classified awards.

(a)

Share-based compensation for equity-classified options:

The following table summarizes the stock option activity under the Company’s Option Plan for equity-classified options:



		Number of		Weighted average
		options		exercise price
January 1, 2024		1,480,514		$	7.44
Stock options granted		94,500			9.30
Stock options exercised		(24,900)			3.69
Stock options forfeited and cancelled		(227,069)			8.13
December 31, 2024		1,323,045			7.24
Stock options granted		4,127,700			0.20
Stock options exercised		(5,063)			3.58
Stock options forfeited and cancelled		(97,301)			6.38
Stock option expired		(4,750)			3.58
Stock option modification		—			(1.61)
December 31, 2025		5,343,631		$	0.25
Exercisable as of December 31, 2025		2,705,028		$	0.36

(1)

The number of stock options and exercise prices for the prior period and transactions prior to the Rights Offering in the current period have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details

14.

Share-based compensation plan: (continued)

Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and resulted in an incremental share-based compensation of $21 being recognized during the year ended December 31, 2025.

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable at December 31, 2025.



		Number of		Weighted		Number of		Weighted
		options		average		options		average
Exercise prices		outstanding		years to expiry		exercisable		years to expiry
$0.01 – $0.49		4,624,079		8.70		2,126,456		7.60
$0.50 – $0.99		393,237		6.09		268,194		4.78
$1.00 – $1.60		326,315		3.71		310,378		3.57
Total		5,343,631		8.20		2,705,028		6.86

The aggregate intrinsic value of stock options (market value less exercise price) as of December 31, 2025, was $5,545 (December 31, 2024 - $3,966). The aggregate intrinsic value of stock options exercised during the year ended December 31, 2025 was $20 (2024 - $140).

As of December 31, 2025, there was $1,227 of remaining unamortized compensation cost related to unvested stock options granted to the Company’s employees, directors and consultants (2024 - $2,107). This cost will be recognized over an estimated weighted-average remaining period of 1.8 years, using the straight-line method.

The grant date fair value of equity-classified stock options vested during the year ended December 31, 2025 was $1,208 (2024 - $1,152).

The grant date fair value of equity-classified stock options forfeited during the year ended December 31, 2025 was $482 (2024 - $53).

The grant weighted average assumptions used to estimate the fair value of equity-classified stock options granted were as follows:



		Year ended December 31
		2025			2024
Fair value of common shares		$	0.20		$	9.30
Weighted average expected term			6.3 years			4.1 years
Weighted average expected volatility			139	%		93	%
Weighted average risk-free interest rate			3.10	%		1.65	%
Expected dividend		$	nil		$	nil

(1)

Prior year common share fair value has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

14.

Share-based compensation plan: (continued)

The weighted average fair value attributable to equity-classified common share options granted in 2025 was $0.09 per option (2024 - $8.40).

For the year ended December 31, 2025, the Company recorded share-based compensation expense of $1,345 related to its equity-classified options (2024 - $1,253).

(b)

Share-based compensation for liability-classified options:

The following table summarizes the stock option activity under the Company’s Option Plan for liability-classified options:



		Number of options		Weighted average
		outstanding		exercise
January 1, 2024		1,527,750		$	12.10
Stock options granted		312,250			9.30
Stock options exercised		(16)			15.50
Stock options forfeited and cancelled		(10,453)			12.57
December 31, 2024		1,829,531			11.62
Stock options granted		22,203,841			0.10
Stock options exercised		(9,517)			0.09
Stock options forfeited and cancelled		(279,437)			5.62
Stock option modification		—			(0.75)
December 31, 2025		23,744,418		$	0.17
Exercisable as of December 31, 2025		11,231,053		$	0.21

(1)

Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and the resulting impact of the modification is reflected in share-based compensation liability as of December 31, 2025.

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable at December 31, 2025:



		Number of		Weighted		Number of		Weighted
		options		average		options		average
Exercise prices		outstanding		years to expiry		exercisable		years to expiry
$0.01 – $0.49		21,862,168		9.60		10,046,691		9.60
$0,50 – $0.99		1,000,000		8.34		390,264		7.82
$1.00 – $1.66		882,250		6.10		794,098		6.04
Total		23,744,418		9.42		11,231,053		9.29

14.

Share-based compensation plan: (continued)

The aggregate intrinsic value of stock options (market value less exercise price) as of December 31, 2025 was $26,408 (December 31, 2024 - $nil).

As of December 31, 2025, there was $14,111 of remaining unamortized compensation cost related to unvested stock options granted to the Company’s employees, directors and consultants (2024 - $7,036). This cost will be recognized over an estimated weighted-average remaining period of 2.1 years, using the straight-line method.

The grant date fair value of liability-classified stock options vested during the year ended December 31, 2025 was $3,499 (2024 - $3,085).

The weighted average assumptions used to estimate the fair value of liability-classified stock options were as follows:



		December 31, 2025			2025 Grant Date
Fair value of common shares		$	1.28		$	0.10
Weighted average expected term			5.6 years			6.2 years
Weighted average expected volatility			138	%		139	%
Weighted average risk-free interest rate			2.93	%		3.10	%
Expected dividend		$	nil		$	nil



		December 31, 2024			2024 Grant Date
Fair value of common shares		$	9.30		$	9.30
Weighted average expected term			5.0 years			6.7 years
Weighted average expected volatility			122	%		123	%
Weighted average risk-free interest rate			2.96	%		3.08	%
Expected dividend		$	nil		$	nil

(1)

Prior year common share fair value has been retrospectively adjusted to reflect the ten-for- one (10:1) reverse share split effective August 2025. See Note 12 for details.

In the year ended December 31, 2025, the total number of individuals (including the Company’s employees) who received liability-classified awards was 110 (2024 - 134). In the year ended December 31, 2025, this resulted in a total of $3,235 share-based compensation expense recognized in the consolidated statement of operations and comprehensive loss (2024 - $2,629).

The following table presents changes in Level 3 share-based liabilities measured at fair value:



		Amount
January 1, 2024		$	4,244
Share-based compensation			3,258
Exercise of stock options			—
Change in fair value of share-based compensation			(178)
Foreign currency translation adjustment			(435)
December 31, 2024			6,889
Share-based compensation			3,235
Exercise of stock options			(2)
Change in fair value of share-based compensation			5,056
Foreign currency translation adjustment			367
December 31, 2025		$	15,545

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY AND CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED SHARES (Parenthetical)		6 Months Ended	12 Months Ended
	Aug. 06, 2025	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Interim Condensed Consolidated Statements of Changes in Temporary Equity and Shareholders' Deficiency
Reverse stock split conversion ratio	0.10	0.1	0.10	0.10

General and administrative expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
General and administrative expenses
Salaries and benefits	$ 1,092	$ 1,163	$ 2,335	$ 2,239	$ 4,115	$ 4,425
Professional fees and contractors	1,048	106	1,619	410	740	(186)
Transaction related costs	632		1,303		1,105
Office, insurance and travel	455	236	1,044	453	1,119	1,105
Software and information technology	221	160	419	291	662	718
Share-based compensation	2,914	74	5,120	486	5,631	2,545
Total	$ 6,362	$ 1,739	$ 11,840	$ 3,879	$ 13,372	$ 8,607

Government assistance (Details) $ / shares in Units, $ in Thousands, $ in Thousands	1 Months Ended
	Mar. 31, 2026 USD ($) $ / shares	Mar. 31, 2026 CAD ($)	Jan. 31, 2025 USD ($)	Mar. 31, 2026 CAD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2025 CAD ($)	Aug. 31, 2025 USD ($)	Aug. 31, 2025 CAD ($)	Aug. 06, 2025 USD ($)	Aug. 06, 2025 CAD ($)	Jan. 31, 2025 CAD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2024 CAD ($)
Government assistance
Additional commitment									$ 3,572	$ 5,000
SIF
Government assistance
Allowable eligible cots			$ 101,100								$ 138,550	$ 96,550	$ 132,318
Contribution ratio			50.00%								50.00%	41.02%	41.02%
Investment commitment			$ 109,450								$ 150,000
Fair value of warrants					$ 4,570
Cumulative amount received					$ 51,499	$ 69,275						$ 41,113	$ 54,275
Additional commitment							$ 3,650	$ 5,000
SIF \| Subsequent events
Government assistance
Consideration received	$ 53,350			$ 74,275
Government assistance term	5 years	5 years
Government assistance contractual right period	3 years	3 years
Additional funding received	$ 2,857	$ 3,914
Additional consideration	$ 0
SIF \| SIF warrants
Government assistance
Warrants issuance period			30 days
SIF \| Class B1 Preferred Shares warrants \| Subsequent events
Government assistance
Purchase price per warrant \| $ / shares	$ 1.587
Warrants issued per warrant	12.542	12.542
SIF \| Maximum
Government assistance
Consideration received			$ 50,550								$ 69,275

Significant accounting policies - Property and equipment (Details)	Dec. 31, 2025
Machinery and equipment \| Minimum
Significant accounting policies
Estimated useful life	3 years
Machinery and equipment \| Maximum
Significant accounting policies
Estimated useful life	5 years
Computers, software and hardware \| Minimum
Significant accounting policies
Estimated useful life	2 years
Computers, software and hardware \| Maximum
Significant accounting policies
Estimated useful life	3 years
Leasehold improvements
Significant accounting policies
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Share-based compensation plan - Share-based liabilities measured at fair value (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Share-based compensation plan
Liability, beginning balance	$ 28,369	$ 15,681	$ 14,116
Liability, ending balance		28,369	15,681
Liability classified stock options
Share-based compensation plan
Liability, beginning balance	15,545	6,889	4,244
Share-based compensation	2,801	3,235	3,258
Exercise of stock options	(10)	(2)
Change in fair value of share-based compensation	4,810	5,056	(178)
Foreign currency translation adjustment	(669)	367	(435)
Liability, ending balance	$ 22,477	$ 15,545	$ 6,889

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

(a)

Use of estimates:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Fair Value of Financial Instruments

(l)

Fair value of financial instruments:

(Level 1) - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

(Level 2) - Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and,

(Level 3) - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Income Taxes

(h)

Deferred income taxes:

Net loss per share

(t)

Net loss per share:

For additional information on how the Company calculates net loss per share, refer to note 25.

Recent Accounting Standards

(b)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements not yet adopted:

(v)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements adopted:

(ii)

Accounting pronouncements not yet adopted:

Spring Valley Acquisition III

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the SEC on March 6, 2026 and the Company’s Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarter ended March 31, 2026, filed with the SEC on September 4, 2026, which restated the Company’s previously issued condensed consolidated financial statements as of and for the three months ended March 31, 2026. The interim results for the three and six months ended June 30, 2026, for the three months ended June 30, 2025 and for the period from March 12, 2025 (inception) through June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods, including because of the completion of the Business Combination on July 10, 2026 and the basis of presentation of the combined company’s financial statements following the Closing. See Note 1 and Note 11. Subsequent Events.

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

Principles of Consolidation

As described in Note 1, NewCo was formed on January 19, 2026 as a wholly-owned subsidiary of the Company.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Emerging Growth Company

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $500 in cash and $749,312 cash equivalents as of December 31, 2025.

Investments Held in Trust Account

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. In contrast, when the investments held in Trust Account are comprised of money market funds, these are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2025, the assets held in the Trust Account were in money market funds.

The Company has the right to withdraw funds for working capital limited to up to 5% of the interest earned on the Trust Account, as of December 31, 2025 the Company has $140,482 available for withdrawal and has not withdrawn any funds from the Trust Account for working capital.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, excluding the subscription agreement liability, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Offering Costs

Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are directly related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Warrants were charged to shareholders’ deficit as the Public and Private Placement Warrants (as defined below), after management’s evaluation, were accounted for under equity treatment.

Offering Costs

addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private Placement Warrants were charged to shareholders’ deficit as the Public and Private Placement Warrants (as defined below), after management’s evaluation, were accounted for under equity treatment.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. The Company has the right to withdraw funds for working capital limited to up to 5% of the interest earned on the Trust Account. As of June 30, 2026, the Company has $334,518 available for withdrawal and withdrawn $242,808 from the Trust Account for working capital. As of December 31, 2025, the Company has $140,482 available for withdrawal and has not withdrawn any funds from the Trust Account for working capital. Accordingly, as of June 30, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the unaudited condensed consolidated balances sheet are reconciled in the following table:



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025		232,669,164
Plus:
Remeasurement of carrying value to redemption value		1,944,194
Class A ordinary shares subject to possible redemption, March 31, 2026		234,613,358
Plus:
Remeasurement of carrying value to redemption value		1,973,142
Class A ordinary shares subject to possible redemption, June 30, 2026	$	236,586,500

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. The Company has the right to withdraw funds for working capital limited to up to 5% of the interest earned on the Trust Account. As of December 31, 2025 the Company has $140,482 available for withdrawal and has not withdrawn any funds from the Trust Account for working capital. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025	$	232,669,164

Income Taxes

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Income Taxes

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

Warrant Instruments

Warrant Instruments

The Company accounted for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There are 7,666,667 Public Warrants and 7,046,111 Private Placement Warrants currently outstanding as of June 30, 2026 and December 31, 2025.

Warrant Instruments

Net loss per share

Net loss per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from net income (loss) per Ordinary Share as the redemption value approximates fair value.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from net income per Ordinary Share as the redemption value approximates fair value.

The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the Ordinary Shares for the period from March 12, 2025 (inception) through December 31, 2025 was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events.

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
	Class A ordinary
	shares		Class B ordinary
	subject to		shares not
	possible		subject to
	redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	1,331,560	$	1,027,740
Denominator:
Basic weighted-average shares outstanding		9,153,061		7,064,626
Basic net income per ordinary share	$	0.15	$	0.15



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
			Non-
	Class A		Redeemable
	Redeemable		Class A and B
	Ordinary		Ordinary
	Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	1,313,380	$	1,045,920
Denominator:
Diluted weighted-average shares outstanding		9,153,061		7,289,116
Diluted net income per ordinary share	$	0.14	$	0.14

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS
£ in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Cash flows from operating activities:

Net loss for the year

$ (31,370)

$ (57,770)

Adjustments:

Depreciation and amortization

2,882

3,449

Loss (gain) on disposal of assets

(10)

Prepaid rent write-down

16,813

Share-based compensation

9,628

4,354

Interest on convertible notes (note 9)

1,124

866

Gain on settlement of payables (note 19)

(923)

Warrants issued as consideration for finders' fees (note 11)

1,888

Loss on the revaluation of SIF contribution liabilities (note 10)

7,313

958

Loss on revaluation of convertible notes (note 10)

^[1]

(22,036)

5,939

Loss on revaluation of SAFE liabilities (note 12)

10,133

Deferred income tax expense (recovery)

(15)

Unrealized foreign exchange gain

246

(1,252)

Changes in operating assets and liabilities:

Other receivables

(113)

165

Prepaid expenses and other

(342)

470

Accounts payable and accrued liabilities

(2,227)

(2,354)

Deferred government contributions

(545)

Lease liabilities and right of use assets

(253)

(195)

Cash flows from operating activities

(23,988)

(29,110)

Investing activities:

Additions to property and equipment

(442)

(656)

Cash flows from investing activities

(442)

(656)

Financing activities:

Proceeds from issuance of SIF Warrants (note 10)

4,570

1,548

Proceeds from short-term loan-related parties (note 15)

1,400

Proceeds from exercise of common share options

Share issuance costs

(260)

Cash flows from financing activities

67,151

17,352

Effect of foreign exchange rates on cash and cash equivalents

510

(782)

Decrease in cash and cash equivalents, and restricted cash

43,231

(13,196)

Cash and cash equivalents, and restricted cash, beginning of period

6,561

19,757

Cash and cash equivalents, and restricted cash, end of period

49,792

6,561

Non-related party

Financing activities:

Proceeds from Convertible notes (note 9)

937

Proceeds from issuance of redeemable convertible preferred shares (note 12)

8,736

Proceeds from issuance of SAFE liabilities (note 12)

40,919

Related party

Adjustments:

Loss on revaluation of convertible notes (note 10)

20,729

(5,587)

Financing activities:

Proceeds from Convertible notes (note 9)

$ 14,863

Proceeds from issuance of redeemable convertible preferred shares (note 12)

8,284

Proceeds from issuance of SAFE liabilities (note 12)

$ 3,500

[1]	Of the Loss (gain) on the revaluation of convertible notes for the year ended December 31, 2025 and 2024, ($20,729) and $5,587 is attributable to related parties, respectively.

PIPE subscription obligation - Assumptions (Details) - PIPE financing $ in Millions	6 Months Ended
	Jun. 30, 2026 USD ($) $ / shares Y	Jan. 31, 2026 $ / shares Y
PIPE subscription obligation
Increase (decrease) in fair value upon increase in measurement input	$ 11.1
Increase (decrease) in fair value upon decrease in measurement input	$ 11.1
Fair value of common shares
PIPE subscription obligation
Preferred shares and warrants, measurement input \| $ / shares	9.69	7.52
Expected term (years)
PIPE subscription obligation
Preferred shares and warrants, measurement input \| Y	5	5.7
Expected volatility
PIPE subscription obligation
Preferred shares and warrants, measurement input	0.80	0.80
Risk-free interest rate
PIPE subscription obligation
Preferred shares and warrants, measurement input	0.0411	0.0383
Expected dividend
PIPE subscription obligation
Preferred shares and warrants, measurement input	0.12	0.12
Weighted average discount rate
PIPE subscription obligation
Preferred shares and warrants, measurement input	0.461	0.461
Percentage of increase in measurement input	10.00%
Percentage of decrease in measurement input	10.00%

Convertible notes (Details) - Convertible notes $ in Thousands	Jul. 31, 2024 USD ($)
Convertible notes
Aggregate principal amount	$ 15,800
Interest rate	12.00%

Research and development expenses

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Research and development expenses

Research and development expenses

19.

Research and development expenses:



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	3,056	$	2,848	$	6,063	$	6,192
Materials and consumables		945		351		1,803		1,661
Professional fees and contractors		293		(8)		453		201
Office, insurance and travel		480		328		1,036		778
Software and information technology		166		144		316		312
Share-based compensation		1,492		13		2,544		187
Total	$	6,432	$	3,676	$	12,215	$	9,331

20.Research and development expenses:



		Year ended December 31
		2025		2024
Salaries and benefits		$	10,068	$	13,877
Materials and consumables			2,732		4,305
Professional fees and contractors			494		1,071
Office, insurance and travel			1,674		1,720
Software and information technology			597		1,063
Share-based compensation			2,800		980
Total		$	18,365	$	23,016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Redeemable preferred shares
Provision for income tax		$ 74,000	$ (5,000)
Spring Valley Acquisition III
Redeemable preferred shares
Unrecognized tax benefits	$ 0	0
Accrued for interest and penalties	0	$ 0
Provision for income tax	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483475/205-20-45-3A

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-4

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-21

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-14

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)

Jun. 30, 2026

Dec. 31, 2025

Current assets

Cash and cash equivalents (note 4)

$ 31,975,000

$ 49,125,000

Due from Sponsor

277,000

315,000

Total current assets

61,516,000

51,015,000

Total assets

69,295,000

60,394,000

Current liabilities

Total current liabilities

170,843,000

78,296,000

Convertible promissory note - related party

$ 1,500,000

Notes Payable, Noncurrent, Related Party [Extensible Enumeration]

Related Party [Member]

Total liabilities

$ 212,662,000

111,245,000

Redeemable shares

^[1]

122,953,000

Shareholders' Deficit

Common shares, unlimited voting and non-voting shares authorized without par value, 13,324,608 shares issued and outstanding (2025 - 13,290,803) (note 15)

146,609,000

146,525,000

^[1]

Additional paid-in capital

18,586,000

18,327,000

Accumulated deficit

(454,456,000)

(331,952,000)

Total shareholders' deficiency

(292,626,000)

(173,804,000)

Total liabilities, redeemable convertible preferred shares and shareholders' deficiency

69,295,000

60,394,000

Spring Valley Acquisition III

Current assets

Cash and cash equivalents (note 4)

1,889,472

749,812

Prepaid expenses

183,337

100,885

Total current assets

2,072,809

850,697

Long-term prepaid insurance

7,720

48,155

Investments held in Trust Account

236,690,350

232,809,646

Total assets

238,770,879

233,708,498

Current liabilities

Accrued offering costs

75,000

Accrued expenses

36,500

27,134

Advance from related party

$ 500

Other Liability, Current, Related Party [Extensible Enumeration]

Related Party [Member]

Convertible promissory note - related party

$ 1,500,000

Notes Payable, Current, Related Party [Extensible Enumeration]

Related Party [Member]

Deferred Underwriting Fee

$ 9,200,000

Subscription agreement liability

21,975,641

Total current liabilities

$ 32,787,641

$ 102,634

Notes Payable, Noncurrent, Related Party [Extensible Enumeration]

Related Party [Member]

Deferred Underwriting Fee

$ 9,200,000

Total liabilities

$ 32,787,641

9,302,634

Commitments and Contingencies (Note 6)

Shareholders' Deficit

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Accumulated deficit

(30,604,029)

(8,264,067)

Total shareholders' deficiency

(30,603,262)

(8,263,300)

Total liabilities, redeemable convertible preferred shares and shareholders' deficiency

238,770,879

233,708,498

Class A ordinary shares subject to possible redemption | Spring Valley Acquisition III

Current liabilities

Redeemable shares

236,586,500

232,669,164

Shareholders' Deficit

Common shares, unlimited voting and non-voting shares authorized without par value, 13,324,608 shares issued and outstanding (2025 - 13,290,803) (note 15)

236,586,500

232,669,164

Class B common shares

Current liabilities

Redeemable shares

26,306,000

Class B common shares | Spring Valley Acquisition III

Shareholders' Deficit

Common shares, unlimited voting and non-voting shares authorized without par value, 13,324,608 shares issued and outstanding (2025 - 13,290,803) (note 15)

$ 767

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Convertible notes (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Convertible notes

Schedule of activity of convertible notes



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

Convertible notes

Convertible notes

Schedule of activity of convertible notes



Convertible Notes continuity		Total
Balance, January 1, 2024		$	—
Convertible Note issuance			15,800
Accrued interest			867
Loss on the change in fair value of Convertible Notes			5,939
Changes in fair value attributable to changes in credit risk			(290)
Foreign currency translation adjustment			(904)
Balance, December 31, 2024		$	21,412
Accrued interest			1,115
Gain on the change in fair value of Convertible Notes			(21,689)
Changes in fair value attributable to changes in credit risk			(57)
Settlement of Convertible Notes			(1,758)
Foreign currency translation adjustment			977
Balance, December 31, 2025		$	—

Schedule of assumptions used for calculation of convertible note



	December 31,
	2024
Fair value of preferred shares	$	1.635
Expected term (years)		0.54
Expected volatility		107.75	%
Risk-free interest rate		4.23	%
Credit spread		24.27	%
Instrument-Specific discount		19.18	%
Expected dividend	$	nil

Common share capital

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Common share capital

Common share capital

15.

Common share capital:

(a)

Authorized:

Unlimited Class A common shares without par value

Unlimited Class B non-voting common shares without par value

(b)

Issued:



		Common Shares
		Number	Amount
Balance, December 31, 2024		1,316,702	$	2,407
Shares issued on exercise of options		13,518		8
Rights Offering share organization		11,960,583		148,122
Transfer of historical share issuance costs due to share reorganization		—		(4,024)
Rights Offering deemed dividends		—		11
Balance, December 31, 2025		13,290,803		146,525
Shares issued on exercise of options		33,805		84
Shares issued in connection with PIPE financing		3,500,000		26,306
Balance, June 30, 2026		16,824,608	$	172,915

(1)	The number of outstanding shares as of December 31, 2024 and shares issued prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details.

As part of the Rights Offering, existing preferred shareholders who did not participate in the offering up to their pre-Rights Offering pro-rata shareholding had their remaining redeemable convertible preferred shares converted into Class A common shares at 1:1 after the consolidation of all shares by 10:1. As a result, 11,960,583 Class A common shares were issued and $4,024 of historical share issuance costs were transferred from preferred share capital to common share capital.

As part of the PIPE financing, the Company issued 3,500,000 non-voting Class B common shares to the lead PIPE investor as part of their overall investment terms. As detailed in note 13, the 3,500,000 Class B common shares issued do not meet the criteria to be classified as permanent equity and are classified as temporary equity within the interim condensed consolidated balance sheets. Refer to additional details in note 13.

13.Common share capital:

(a)

Authorized:

Unlimited Class A common shares without par value

Unlimited Class B non-voting common shares without par value

(b)

Issued:



		Class A Common Shares
		Number		Amount
Balance, January 1, 2024		1,302,453		$	2,364
Shares issued on exercise of options		14,249			43
Balance, December 31, 2024		1,316,702			2,407
Shares issued on exercise of options		13,518			8
Rights Offering Share Organization		11,960,583			148,122
Transfer of historical share issuance costs due to share reorganization		—			4,024
Rights Offering Deemed Dividends		11
Balance, December 31, 2025		13,290,803		$	146,525

(1)

Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

At December 31, 2025, nil Class B common shares were issued and outstanding (2024 - nil).

(c)

Share purchase warrants:

As of December 31, 2025, the Company had 1,122,904 outstanding equity classified share purchase warrants. The warrants are exercisable until December 2026 for no additional consideration. Refer to notes 10 and 11 for the Company’s outstanding liability classified warrants as of December 31, 2025.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 20
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479951/505-20-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section S25
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479982/505-20-S25-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480070/505-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SAB Topic 4.C)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481520/505-30-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SAB Topic 1.D.2)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

+ Details

Prepaid expenses and other

6 Months Ended

Jun. 30, 2026

Prepaid expenses and other

Prepaid expenses and other

9.	Prepaid expenses and other:

Prepaid expenses and other consisted of the following:


	June 30, 2026		December 31, 2025
Deferred transaction costs	$	27,925	$	—
Other prepaid expenses		880		901
Deposits		154		7
Total prepaid expenses and other	$	28,959	$	908

Of the $27,925 deferred transaction costs, $25,956 relates to the estimated fair value of the 3,500,000 non-voting Class B common issued in January 2026 (refer to note 13). The remaining deferred transaction costs relates to legal and advisory costs directly attributable to the BCA.

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Subsequent Events

Subsequent Events

24.

Subsequent Events:

In addition to subsequent events previously disclosed:

As noted in note 1, on July 10, 2026, the Company and SVIII completed the previously described BCA. In connection with the closing, New General Fusion received aggregate net proceeds of approximately $123,375 consisting of (i) $104,375 from the PIPE Financing (gross proceeds of $107,675 less certain transaction costs) and (ii) $19,000 representing the balance of SVIII’s trust account of $19,800, inclusive of accrued interest, together with funds in SVIII’s operating account, less certain transaction costs paid at closing.

After giving effect to the exchange ratio provided for in the BCA and anti-dilution adjustments on certain classes of shares, on July 10, 2026, New General Fusion had 52,988,419 Subordinate Voting Shares outstanding, consisting of (i) 44,397,648 Subordinate Voting Shares attributable to shareholders of the Company immediately prior to the Business Combination, (ii) 6,666,667 Subordinate Voting Shares attributable to the sponsor of SVIII, and (iii) 1,924,104 Subordinate Voting Shares attributable to SVIII public shareholders who did not redeem their shares.

New General Fusion also had 10,556,367 Multiple Voting Shares outstanding, attributable to subscribers in the PIPE Financing, which are each convertible into Subordinate Voting Shares in accordance with the articles of New General Fusion.

In addition, after giving effect to the exchange ratio provided for in the BCA, New General Fusion had 38,360,095 warrants outstanding each exercisable for one Subordinate Voting Share consisting of (i) 11,807,616 warrants attributable to shareholders of the Company immediately prior to the Business Combination, (ii) 10,556,367 warrants attributable to subscribers in the PIPE Financing, and (iii) 15,996,112 warrants attributable to the sponsor of SVIII.

New General Fusion also had (i) 7,294,729 options outstanding, each exercisable for one Subordinate Voting Share, and (ii) 13,497,733 New General Fusion Earnout Shares and securities convertible into New General Fusion Earnout Shares, each exercisable for one Subordinate Voting Share of New General Fusion, which convert automatically upon the volume weighted average trading price of the Subordinate Voting Shares reaching specified thresholds, and otherwise having the rights and restrictions set forth in the articles of New General Fusion.

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP, with the Company identified as the accounting acquirer. Under this method of accounting, SVIII is treated as the acquired company for financial reporting purposes, and the Business Combination is treated as the equivalent of the Company issuing shares for the net assets of SVIII, accompanied by a recapitalization. Accordingly, the consolidated financial statements of New General Fusion for periods following the closing will represent a continuation of the financial statements of the Company, with the net assets of SVIII recorded at historical cost and no goodwill or other intangible assets recognized.

26.Subsequent Events:

In addition to subsequent events previously disclosed:

Subsequent to December 31, 2025, in January 2026, the Company entered into a Business Combination Agreement (“BCA”) with Spring Valley Acquisition Corp. III (“SVIII”) a publicly traded special purpose acquisition company (“SPAC”) listed on the Nasdaq, pursuant to which the parties thereto would consummate a business combination. Subject to its terms and conditions, the BCA provides, among other things, that SVIII will continue from the Cayman Islands to British Columbia and General Fusion will become a wholly-owned subsidiary of SVIII through the business combination process and become “New General Fusion”. Under the BCA, the Company’s shareholders, including all security holders, will receive a pre-money valuation of $600.0 million plus a potential earnout of $125.0 million to be earned within a 5-year time period subject to certain public stock price thresholds being met within New General Fusion. The SVIII sponsor also has a potential earnout of $10.0 million under the same terms as General Fusion security holders. SVIII has $230.0 million of cash in trust which is available to New General Fusion assuming no redemptions. SVIII shareholders have an option to redeem their trust capital at the time of closing the BCA and New General Fusion may receive all or a portion or none of the trust capital.

In connection with the transactions contemplated by the Business Combination Agreement, the Company along with SVIII entered into securities purchase agreements for a Private Investment in Public Equity (“PIPE”) financing with several investors for total gross proceeds of $107,675, with the proceeds contingent on the closing of the BCA. Pursuant to the PIPE financing, investors have agreed, among other things, to purchase an aggregate of 10,556,367 units of the Company at a price of $10.20 per unit, each unit comprising (1) one convertible preferred share of the Company and (2) one warrant exercisable for a common share at a price of $12.00 per share, to be consummated on the Closing Date.

Additionally, the lead PIPE investor funded an additional $350 at the time of commitment in January 2026 in exchange for 3,500,000 non-voting Class B common shares of the Company as part of their overall lead investment terms. The non-voting Class B common shares common shares will convert into New General Fusion common shares on a 1:1 basis. If the BCA does not close, the Class B common shares are redeemable at the option of the holder for the original investment amount of $350.

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

FAIR VALUE MEASUREMENTS

Schedule of Fair value measurements



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

Spring Valley Acquisition III

FAIR VALUE MEASUREMENTS

Schedule of assets that are measured at fair value on a recurring basis



Description		Level		June 30, 2026
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	236,690,350
Liability:
Subscription agreement liability		3		$	21,975,641



Description		Level		December 31, 2025
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	232,809,646



Description		Level		December 31, 2025
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	232,809,646

Schedule of Fair value measurements



Subscription agreement liability, December 31, 2025	$	—
Initial recognition		—
Change in fair value	$	13,854,870
Subscription agreement liability, March 31, 2026	$	13,854,870
Change in fair value	$	8,120,771
Subscription agreement liability, June 30, 2026	$	21,975,641

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SUBSCRIPTION AGREEMENT LIABILITY - The key inputs into the Monte Carlo simulation method for the subscription agreement liability (Details)	Jun. 30, 2026 $ / shares Y	Mar. 31, 2026 $ / shares Y	Jan. 31, 2026 $ / shares Y	Dec. 31, 2025 Y	Nov. 30, 2025
Expected term
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability	2.4			2.9
Risk-free interest rate
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability	4.06			3.49	0.03
Weighted average expected volatility
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability	120			135	1.18
Level 3 \| Estimated fair value of the post-Business Combination common shares \| Spring Valley Acquisition III
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability \| $ / shares	9.69	8.57	7.52
Level 3 \| Expected term \| Spring Valley Acquisition III
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability	5	5.3	5.7
Level 3 \| Risk-free interest rate \| Spring Valley Acquisition III
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability	0.0411	0.0388	0.0383
Level 3 \| Weighted average expected volatility \| Spring Valley Acquisition III
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability	80	80	80
Level 3 \| Expected yield \| Spring Valley Acquisition III
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability	50	50	50
Level 3 \| Implied market value adjustment \| Spring Valley Acquisition III
SUBSCRIPTION AGREEMENT LIABILITY
Warrants within the subscription agreement liability	46.1	46.1	46.1

Share-based compensation plan - Stock option activity (Details)		6 Months Ended	12 Months Ended
	Aug. 06, 2025	Jun. 30, 2026 $ / shares shares	Dec. 31, 2025 $ / shares shares	Dec. 31, 2024 $ / shares shares	Dec. 31, 2023 shares
Weighted average exercise
Reverse stock split conversion ratio	0.10	0.1	0.10	0.10
Equity classified stock options
Number of options outstanding
Beginning Balance (in shares) \| shares		7,513,891	5,343,631	1,323,045	1,480,514
Stock options granted (in shares) \| shares		2,800,000	4,127,700	94,500
Stock options exercised (in shares) \| shares		(30,406)	(5,063)	(24,900)
Stock options forfeited and cancelled (in shares) \| shares		(593,834)	(97,301)	(227,069)
Stock option expired (in shares) \| shares		(5,500)	(4,750)
Ending Balance (in shares) \| shares		7,513,891	5,343,631	1,323,045
Stock options exercisable (in shares) \| shares		2,698,059	2,705,028
Weighted average exercise
Beginning Balance (in dollars per share)		$ 0.25	$ 7.24	$ 7.44
Stock options granted (in dollars per share)		1.53	0.2	9.3
Stock options exercised (in dollars per share)		0.36	3.58	3.69
Stock options forfeited and cancelled (in dollars per share)		0.16	6.38	8.13
Stock option expired (in dollars per share)		0.93	3.58
Stock option modification			(1.61)
Ending Balance (in dollars per share)		0.73	0.25	$ 7.24
Stock options exercisable (in dollars per share)		$ 0.36	$ 0.36
Reverse stock split conversion ratio	0.1		0.10	0.10
Liability classified stock options
Number of options outstanding
Beginning Balance (in shares) \| shares		35,177,211	23,744,418	1,829,531	1,527,750
Stock options granted (in shares) \| shares		11,496,500	22,203,841	312,250
Stock options exercised (in shares) \| shares		(10,016)	(9,517)	(16)
Stock options forfeited and cancelled (in shares) \| shares		(53,691)	(279,437)	(10,453)
Ending Balance (in shares) \| shares		35,177,211	23,744,418	1,829,531
Stock options exercisable (in shares) \| shares		11,372,261	11,231,053
Weighted average exercise
Beginning Balance (in dollars per share)		$ 0.17	$ 11.62	$ 12.1
Stock options granted (in dollars per share)		1.53	0.1	9.3
Stock options exercised (in dollars per share)		0.13	0.09	15.5
Stock options forfeited and cancelled (in dollars per share)		0.21	5.62	12.57
Stock option modification			(0.75)
Ending Balance (in dollars per share)		0.62	0.17	$ 11.62
Stock options exercisable (in dollars per share)		$ 0.22	$ 0.21
Reverse stock split conversion ratio	0.1		0.10	0.10

SHAREHOLDERS' DEFICIT - Warrants (Details) - $ / shares	6 Months Ended	10 Months Ended
SHAREHOLDERS' DEFICIT - Warrants (Details) - $ / shares	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Common share capital
Number of warrants outstanding	53,076,019	21,109,135	15,191,077
Spring Valley Acquisition III
Common share capital
Number of warrants outstanding	14,712,778	14,712,778
Threshold period for filing registration statement after business combination	15 days	15 days
Threshold business days for making the registration statement effective	60 days	60 days
Public Warrants \| Spring Valley Acquisition III
Common share capital
Number of warrants outstanding	7,666,667	7,666,667
Restricted period on warrant exercise, business combination	30 days	30 days
Restricted period on warrant exercise, closing of initial public offering	12 months	12 months
Warrant term	7 years	7 years
Redemption price per warrant (in dollars per share)	$ 0.01	$ 0.01
Minimum threshold prior written notice period for redemption of warrants	30 days	30 days
Stock price trigger for redemption of warrants	$ 18	$ 18
Threshold trading days for redemption of warrants	20 days	20 days
Threshold consecutive trading days for redemption of warrants	30 days	30 days
Restrictions On Transfer Period Of Time After Business Combination Completion	30 years
Trading day prior to the date on which the notice of exercise is received	10 days	10 days
Exercise price	$ 11.5	$ 11.5
Newly Issued Price	$ 9.2	$ 9.2
Percentage of gross proceeds	60.00%	60.00%
Threshold trading days for volume weighted average price per share	20 days	20 days
Market Price	$ 9.2	$ 9.2
Adjusted exercise price per warrant	115.00%	115.00%
Adjusted Redemption price trigger	180.00%	180.00%
Private Placement Warrants \| Spring Valley Acquisition III
Common share capital
Number of warrants outstanding	7,046,111	7,046,111
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days

Prepaid expenses and other (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Jan. 31, 2026	Mar. 31, 2026	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Prepaid expenses and other
Deferred transaction costs	$ 27,925		$ 27,925
Other prepaid expenses			880	$ 901
Deposits			154	7
Total prepaid expenses and other			$ 28,959	$ 908	$ 539
Class B common shares
Prepaid expenses and other
Shares issued in connection with PIPE financing	$ 25,956	$ 26,306
Number of shares issued	3,500,000	3,500,000	3,500,000

- Definition

Value of new stock classified as temporary equity issued during the period.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.9-03(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(c)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-13

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479887/480-10-S45-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1

+ Details

Government assistance - Statement of operations (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Government assistance
Government assistance	$ 801	$ 5,921	$ 5,921	$ 2,680
SIF
Government assistance
Government assistance	$ 801	5,907
Other
Government assistance
Government assistance		$ 14		$ 132

Related party loans (Details) $ in Thousands			12 Months Ended
Related party loans (Details) $ in Thousands	Aug. 06, 2025 USD ($)	Jul. 22, 2025 USD ($) Lender shares	Dec. 31, 2025 USD ($)
Related party loans
Total proceeds			$ 1,400
Outstanding principal and accrued interest settled	$ 1,408
Related party \| Secured loans
Related party loans
Number of lenders \| Lender		2
Total proceeds		$ 1,400
Interest rate (in percentage)		15.00%
Outstanding principal and accrued interest settled		$ 1,408
Related party \| Secured loans \| Class B Series 1 redeemable convertible preferred shares
Related party loans
Number of shares issued on settlement \| shares		887,243
Related party \| Secured loans \| Class B Series 3 redeemable convertible preferred shares
Related party loans
Number of shares issued on settlement \| shares		3,179,370

COMMITMENTS AND CONTINGENCIES (Details) - Spring Valley Acquisition III				6 Months Ended	10 Months Ended
	Jul. 10, 2026 USD ($)	Jan. 21, 2026 shares	Sep. 05, 2025 USD ($) $ / shares shares	Jun. 30, 2026 item shares	Dec. 31, 2025 USD ($) item shares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands security holders entitled \| item				3	3
Cash underwriting fee \| $			$ 4,600,000
Deferred underwriting fee per unit \| $ / shares			$ 0.4
Deferred Underwriting Fee \| $			$ 9,200,000		$ 9,200,000
Subsequent Events
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee paid at business combination \| $	$ 769,642
Underwriters over-allotment option
Subsidiary, Sale of Stock [Line Items]
Over allotment period				45 days	45 days
Maximum number of additional units offered for purchase \| shares				3,000,000	3,000,000
Number of units issued \| shares			3,000,000
Private Placement Warrants \| Underwriters over-allotment option
Subsidiary, Sale of Stock [Line Items]
Percentage of equity interest forfeited		15.00%
Number of warrants forfeited \| shares		383,333

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrant Instruments (Details) - shares	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Warrant Instruments
Number of warrants outstanding	53,076,019	21,109,135	15,191,077
Spring Valley Acquisition III
Warrant Instruments
Number of warrants outstanding	14,712,778	14,712,778
Spring Valley Acquisition III \| Public Warrants
Warrant Instruments
Number of warrants outstanding	7,666,667	7,666,667
Spring Valley Acquisition III \| Private Placement Warrants
Warrant Instruments
Number of warrants outstanding	7,046,111	7,046,111

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Business development, marketing, communications and government relations expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Business development, marketing, communications and government relations expenses
Salaries and benefits	$ 562	$ 353	$ 983	$ 864	$ 1,459	$ 1,460
Professional fees and contractors	333	41	565	67	185	65
Office, insurance and travel	290	101	461	206	637	302
Software and information technology	24	4	50	9	16	43
Share-based compensation	196	214	275	427	1,205	820
Total	$ 1,405	$ 713	$ 2,334	$ 1,573	$ 3,502	$ 2,690

PIPE subscription obligation (Tables)

6 Months Ended

Jun. 30, 2026

PIPE financing

PIPE subscription obligation

Schedule of fair value assumptions of preferred shares and warrants



		Initial recognition			June 30, 2026
Fair value of common shares		$	7.52		$	9.69
Expected term			5.7 years			5.0 years
Expected volatility			80	%		80	%
Risk-free interest rate			3.83	%		4.11	%
Expected dividend			12	%		12	%
Weighted average discount rate			46.1	%		46.1	%

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Ordinary shares Class A ordinary shares Spring Valley Acquisition III	Ordinary shares Class A ordinary shares	Ordinary shares Class B common shares Spring Valley Acquisition III	Ordinary shares	Additional paid-in capital Private Placement Warrants Spring Valley Acquisition III	Additional paid-in capital Public Warrants Spring Valley Acquisition III	Additional paid-in capital Spring Valley Acquisition III	Additional paid-in capital	Accumulated deficit Spring Valley Acquisition III	Accumulated deficit	Class A ordinary shares Spring Valley Acquisition III	Class A ordinary shares	Class B common shares Spring Valley Acquisition III	Class B common shares	Private Placement Warrants Spring Valley Acquisition III	Public Warrants Spring Valley Acquisition III	Spring Valley Acquisition III	Total
Beginning balance at Dec. 31, 2023		$ 2,364,000						$ 14,706,000		$ (233,346,000)								$ (220,726,000)
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year																		(57,770,000)
Ending balance at Dec. 31, 2024		2,407,000		$ 2,407,000				15,920,000		(298,566,000)								$ (284,088,000)
Ending balance (shares) at Dec. 31, 2024														0				1,316,702
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year																		$ (9,710,000)
Ending balance at Jun. 30, 2025			$ 767	2,413,000			$ 24,233	16,434,000	$ (16,620)	(309,971,000)							$ 8,380	(298,122,000)
Ending balance (shares) at Jun. 30, 2025			7,666,667
Beginning balance at Dec. 31, 2024		2,407,000		2,407,000				15,920,000		(298,566,000)								$ (284,088,000)
Beginning balance (shares) at Dec. 31, 2024														0				1,316,702
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Rights Offering share reorganization (note 12, 13)		$ 148,122,000																$ 148,122,000
Number of shares converted to Common A shares		11,960,583										11,960,583
Warrant issued								1,067,000										1,067,000
Net loss for the year																		(31,370,000)
Ending balance at Dec. 31, 2025	$ 0	$ 146,525,000	$ 767	146,525,000			0	18,327,000	(8,264,067)	(331,952,000)							(8,263,300)	$ (173,804,000)
Ending balance (shares) at Dec. 31, 2025	0		7,666,667								0		7,666,667	0				13,290,803
Beginning balance at Mar. 11, 2025	$ 0		$ 0				0		0								0
Beginning balance (shares) at Mar. 11, 2025	0		0
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Rights Offering share reorganization (note 12, 13)			$ 767				24,233										25,000
Number of shares converted to Common A shares			7,666,667
Ending balance at Mar. 31, 2025			$ 767	2,407,000			24,233	16,205,000		(305,948,000)							25,000	$ (291,808,000)
Ending balance (shares) at Mar. 31, 2025			7,666,667
Beginning balance at Mar. 11, 2025	$ 0		$ 0				0		0								0
Beginning balance (shares) at Mar. 11, 2025	0		0
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year																	(16,620)
Ending balance at Jun. 30, 2025			$ 767	2,413,000			24,233	16,434,000	(16,620)	(309,971,000)							8,380	(298,122,000)
Ending balance (shares) at Jun. 30, 2025			7,666,667
Beginning balance at Mar. 11, 2025	$ 0		$ 0				0		0								0
Beginning balance (shares) at Mar. 11, 2025	0		0
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Rights Offering share reorganization (note 12, 13)			$ 767				24,233										25,000
Number of shares converted to Common A shares			7,666,667
Accretion for ordinary shares to redemption amount							(8,091,714)		(10,623,367)								(18,715,081)
Warrant issued					$ 6,341,500	$ 1,855,333									$ 6,341,500	$ 1,855,333
Allocated value of transaction costs to Class A shares							(129,352)										(129,352)
Net loss for the year									2,359,300								2,359,300
Ending balance at Dec. 31, 2025	$ 0	146,525,000	$ 767	146,525,000			0	18,327,000	(8,264,067)	(331,952,000)							(8,263,300)	$ (173,804,000)
Ending balance (shares) at Dec. 31, 2025	0		7,666,667								0		7,666,667	0				13,290,803
Beginning balance at Mar. 31, 2025			$ 767	2,407,000			24,233	16,205,000		(305,948,000)							25,000	$ (291,808,000)
Beginning balance (shares) at Mar. 31, 2025			7,666,667
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year									(16,620)								(16,620)	(4,022,000)
Ending balance at Jun. 30, 2025			$ 767	2,413,000			24,233	16,434,000	(16,620)	(309,971,000)							8,380	(298,122,000)
Ending balance (shares) at Jun. 30, 2025			7,666,667
Beginning balance at Dec. 31, 2025	$ 0	146,525,000	$ 767	146,525,000			0	18,327,000	(8,264,067)	(331,952,000)							(8,263,300)	$ (173,804,000)
Beginning balance (shares) at Dec. 31, 2025	0		7,666,667								0		7,666,667	0				13,290,803
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Accretion for ordinary shares to redemption amount									(1,944,194)								(1,944,194)
Net loss for the year									(11,990,533)								(11,990,533)
Ending balance at Mar. 31, 2026			$ 767	146,567,000				18,390,000	(22,198,794)	(370,764,000)							(22,198,027)	$ (211,625,000)
Ending balance (shares) at Mar. 31, 2026			7,666,667
Beginning balance at Dec. 31, 2025	$ 0	$ 146,525,000	$ 767	146,525,000			$ 0	18,327,000	(8,264,067)	(331,952,000)							(8,263,300)	$ (173,804,000)
Beginning balance (shares) at Dec. 31, 2025	0		7,666,667								0		7,666,667	0				13,290,803
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year																	(18,422,626)	$ (122,504,000)
Ending balance at Jun. 30, 2026			$ 767	146,609,000				18,586,000	(30,604,029)	(454,456,000)							(30,603,262)	$ (292,626,000)
Ending balance (shares) at Jun. 30, 2026			7,666,667								0		7,666,667					13,324,608
Beginning balance at Mar. 31, 2026			$ 767	146,567,000				18,390,000	(22,198,794)	(370,764,000)							(22,198,027)	$ (211,625,000)
Beginning balance (shares) at Mar. 31, 2026			7,666,667
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Accretion for ordinary shares to redemption amount									(1,973,142)								(1,973,142)
Net loss for the year									(6,432,093)								(6,432,093)	(83,692,000)
Ending balance at Jun. 30, 2026			$ 767	$ 146,609,000				$ 18,586,000	$ (30,604,029)	$ (454,456,000)							$ (30,603,262)	$ (292,626,000)
Ending balance (shares) at Jun. 30, 2026			7,666,667								0		7,666,667					13,324,608

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

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+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References

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+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

- Definition

Change in the value of each type or class of stock classified as temporary equity during the period. The redemption requirement does not constitute an unconditional obligation that will be settled in a variable number of shares constituting a monetary value predominantly indexed to (a) a fixed monetary amount known at inception, (b) an amount inversely correlated with the residual value of the entity, or (c) an amount determined by reference to something other than the fair value of issuer's stock. Does not include mandatorily redeemable stock. The exception is if redemption is required upon liquidation or termination of the reporting entity.

+ References

+ Details

Fees Summary	Sep. 08, 2026 USD ($)
Fees Summary [Line Items]
Total Offering	$ 1,023,445,768.44
Previously Paid Amount	0.00
Total Fee Amount	141,337.86
Total Offset Amount	0.00
Net Fee	$ 141,337.86
Offering Table N/A
Offset Table N/A	N/A
Combined Prospectus Table N/A	N/A

Significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2025

Significant accounting policies

Schedule of estimated useful lives of property and equipment



Machinery and equipment		3 - 5 years
Computers, software and hardware		2 - 3 years
Leasehold improvements		Shorter of the estimated
		lease term or useful life

Schedule of operation carried on geographic locations



		As of December 31
Long-lived assets		2025			2024
Canada		$	9,379		$	11,590
United Kingdom			—			65
Total		$	9,379		$	11,655

Basic and diluted net loss per share

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Basic and diluted net loss per share

Basic and diluted net loss per share

23.

Basic and diluted net loss per share:

The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding:



	Three months ended June 30,				Six months ended June 30,
	2026		2025⁽¹⁾		2026		2025⁽¹⁾
Net loss for the period	$	83,692	$	4,022	$	122,504	$	9,710
F1 preferred shares deemed dividend		—		—		—		1,694
Loss attributable to common shareholders		83,692		4,022		122,504		11,404
Basic and diluted weighted average number of shares outstanding		14,440,768		1,317,732		14,435,062		1,317,220
Net loss per share attributable to common shareholders, basic and diluted	$	5.80	$	3.05	$	8.49	$	8.66

(1)	The weighted average shares outstanding for the three and six month periods ended June 30, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.

In each of the three and six month periods ended June 30, 2026 and 2025, the Company was in a loss position and therefore diluted loss per share is equal to basic loss per share.

23.

Basic and diluted net loss per share: (continued)

In accordance with ASC 260, equity-classified warrants exercisable into common shares for little or no additional cash consideration have been included in the weighted average common shares used to calculate basic and diluted loss per share.

The 3,500,000 Class B common shares issued during the six months ended June 30, 2026 classified as temporary equity have been excluded from the weighted average common shares used to calculate basic and diluted loss per share as the shares are considered contingently returnable shares per ASC 260-10-45-13.

The total amounts of outstanding stock options (including both equity-classified and liability-classified stock options), warrants (including SIF Warrants and Preferred Share Warrants), convertible notes, SAFEs and redeemable convertible preferred shares have been excluded from diluted net loss per share as their inclusion would be anti-dilutive based on the loss per share for all periods presented. These instruments may be dilutive in future periods.

25.

Basic and diluted net loss per share:

The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding:



		Year-ended December 31
		2025		2024
Net loss for the year		$	31,370	$	57,770
F1 preferred shares deemed dividend			1,694		3,384
Rights offering deemed dividend			459
Loss attributable to common shareholders		$	33,523	$	61,154
Basic and diluted weighted average number of shares outstanding			6,209,121		1,307,771
Net loss per share attributable to common shareholders, basic and diluted		$	5.40	$	46.76

(1)	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

In each of the years ended December 31, 2025 and 2024, the Company was in a loss position and therefore diluted loss per share is equal to basic loss per share.

The total amounts of outstanding stock options (including both equity-classified and liability-classified stock options), warrants (including SIF Warrants), convertible notes, SAFEs and redeemable convertible preferred shares have been excluded from diluted net loss per share as their inclusion would be anti-dilutive based on the loss per share for all periods presented. These instruments may be dilutive in future periods.

Share-based compensation plan - Stock options outstanding and exercisable (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Equity classified stock options
Share-based compensation plan
Number of options outstanding	7,513,891	5,343,631
Weighted average years to expiry	8 years 5 months 8 days	8 years 2 months 12 days
Number of options exercisable	2,698,059	2,705,028
Weighted average years to expiry, exercisable	6 years 5 months 8 days	6 years 10 months 9 days
Liability classified stock options
Share-based compensation plan
Number of options outstanding	35,177,211	23,744,418
Weighted average years to expiry	9 years 2 months 26 days	9 years 5 months 1 day
Number of options exercisable	11,372,261	11,231,053
Weighted average years to expiry, exercisable	8 years 9 months 3 days	9 years 3 months 14 days
Exercise Price Range 0.01 to 0.49 \| Equity classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 0.01	$ 0.01
Exercise price upper range limit	$ 0.49	$ 0.49
Number of options outstanding	4,049,839	4,624,079
Weighted average years to expiry	8 years 1 month 13 days	8 years 8 months 12 days
Number of options exercisable	2,096,050	2,126,456
Weighted average years to expiry, exercisable	7 years 2 months 15 days	7 years 7 months 6 days
Exercise Price Range 0.01 to 0.49 \| Liability classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 0.01	$ 0.01
Exercise price upper range limit	$ 0.49	$ 0.49
Number of options outstanding	21,806,274	21,862,168
Weighted average years to expiry	9 years 1 month 6 days	9 years 7 months 6 days
Number of options exercisable	10,029,017	10,046,691
Weighted average years to expiry, exercisable	9 years 1 month 6 days	9 years 7 months 6 days
Exercise Price Range 0.50 to 0.99 \| Equity classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 0.5	$ 0.5
Exercise price upper range limit	$ 0.99	$ 0.99
Number of options outstanding	340,737	393,237
Weighted average years to expiry	5 years 1 month 2 days	6 years 1 month 2 days
Number of options exercisable	278,694	268,194
Weighted average years to expiry, exercisable	4 years 5 months 8 days	4 years 9 months 10 days
Exercise Price Range 0.50 to 0.99 \| Liability classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 0.5	$ 50
Exercise price upper range limit	$ 0.99	$ 0.99
Number of options outstanding	993,187	1,000,000
Weighted average years to expiry	7 years 9 months 21 days	8 years 4 months 2 days
Number of options exercisable	487,624	390,264
Weighted average years to expiry, exercisable	7 years 4 months 2 days	7 years 9 months 25 days
Exercise Price Range 1.00 to 1.60 \| Equity classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 1	$ 1
Exercise price upper range limit	$ 1.6	$ 1.6
Number of options outstanding	3,123,315	326,315
Weighted average years to expiry	9 years 2 months 19 days	3 years 8 months 15 days
Number of options exercisable	323,315	310,378
Weighted average years to expiry, exercisable	3 years 2 months 12 days	3 years 6 months 25 days
Exercise Price Range 1.00 to 1.66 \| Liability classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 1	$ 1
Exercise price upper range limit	$ 1.66	$ 1.66
Number of options outstanding	12,377,750	882,250
Weighted average years to expiry	9 years 7 months 6 days	6 years 1 month 6 days
Number of options exercisable	855,620	794,098
Weighted average years to expiry, exercisable	5 years 6 months 7 days	6 years 14 days

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	4 Months Ended	6 Months Ended		10 Months Ended	12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Cash Flows from Operating Activities:
Net loss for the period			$ (122,504,000)	$ (9,710,000)		$ (31,370,000)	$ (57,770,000)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(3,273,000)	245,000		(342,000)	470,000
Other receivable			30,000	135,000		(113,000)	165,000
Cash flows from operating activities			21,155,000	6,544,000		(23,988,000)	(29,110,000)
Cash Flows from Investing Activities:
Cash flows from investing activities			(392,000)	(157,000)		(442,000)	(656,000)
Cash Flows from Financing Activities:
Payment of offering costs						(260,000)
Cash flows from financing activities			4,178,000	$ 4,572,000		67,151,000	$ 17,352,000
Spring Valley Acquisition III
Cash Flows from Operating Activities:
Net loss for the period		$ (16,620)	(18,422,626)		$ 2,359,300
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account	$ (2,076,992)		(4,123,512)		(2,809,646)
Payment of operation costs through promissory note					49,700
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(82,452)		(100,885)
Other receivable					25,000
Long-term prepaid insurance			40,435		(48,155)
Accrued expenses		6,200	9,366		27,134
Cash flows from operating activities			(603,148)		(497,552)
Cash Flows from Investing Activities:
Investment of cash in Trust Account					(230,000,000)
Cash flows from investing activities			242,808		(230,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid					225,400,000
Proceeds from sale of Private Placements Warrants					6,341,500
Proceeds from advance from related party					500
Repayment of promissory note - related party					(151,636)
Payment of offering costs					(343,000)
Cash flows from financing activities			1,500,000		231,247,364
Net Change in Cash			1,139,660		749,812
Cash - Beginning of period		0	749,812		0
Cash - End of period	$ 1,889,472		1,889,472		749,812	$ 749,812
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs		$ 93,449	$ 0		75,000
Prepaid services paid by Sponsor in exchange for issuance of Class B ordinary shares					25,000
Deferred offering costs paid through promissory note - related party					101,936
Deferred underwriting fee payable					$ 9,200,000

Research and development expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Research and development expenses
Salaries and benefits	$ 3,056	$ 2,848	$ 6,063	$ 6,192	$ 10,068	$ 13,877
Materials and consumables	945	351	1,803	1,661	2,732	4,305
Professional fees and contractors	293	(8)	453	201	494	1,071
Office, insurance and travel	480	328	1,036	778	1,674	1,720
Software and information technology	166	144	316	312	597	1,063
Share-based compensation	1,492	13	2,544	187	2,800	980
Total	$ 6,432	$ 3,676	$ 12,215	$ 9,331	$ 18,365	$ 23,016

Leases - Lease balances (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Leases
Right-of-use assets	$ 2,706	$ 2,918	$ 3,278
Lease liabilities, current	390	454	597
Lease liabilities, non-current	3,875	4,233	4,410
Total operating lease liabilities	$ 4,265	$ 4,687	$ 5,007

CASH AND CASH EQUIVALENTS - (Details) - USD ($)	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Redeemable preferred shares
Cash and cash equivalents (note 4)	$ 31,975,000	$ 49,125,000	$ 6,392,000
Spring Valley Acquisition III
Redeemable preferred shares
Cash and cash equivalents (note 4)	$ 1,889,472	$ 749,812

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Convertible notes (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Convertible notes

Schedule of activity of convertible notes



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

Convertible notes

Convertible notes

Schedule of activity of convertible notes



Convertible Notes continuity		Total
Balance, January 1, 2024		$	—
Convertible Note issuance			15,800
Accrued interest			867
Loss on the change in fair value of Convertible Notes			5,939
Changes in fair value attributable to changes in credit risk			(290)
Foreign currency translation adjustment			(904)
Balance, December 31, 2024		$	21,412
Accrued interest			1,115
Gain on the change in fair value of Convertible Notes			(21,689)
Changes in fair value attributable to changes in credit risk			(57)
Settlement of Convertible Notes			(1,758)
Foreign currency translation adjustment			977
Balance, December 31, 2025		$	—

Schedule of assumptions used for calculation of convertible note



	December 31,
	2024
Fair value of preferred shares	$	1.635
Expected term (years)		0.54
Expected volatility		107.75	%
Risk-free interest rate		4.23	%
Credit spread		24.27	%
Instrument-Specific discount		19.18	%
Expected dividend	$	nil

Segment information (Details) - segment	6 Months Ended	12 Months Ended
Segment information (Details) - segment	Jun. 30, 2026	Dec. 31, 2025
Segment information
Number of operating segments	1	1
Number of reportable segments not disclosed	true	true

Leases - Narative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narative (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Jun. 30, 2026
Leases
Renewal option to extend	true
Residual value guarantees	false
Operating lease expense	$ 757	$ 960
Depreciation of right-of-use assets	$ 226	$ 352
Weighted average remaining lease term	7 years	7 years 6 months	6 years 6 months
Weighted average discount rate	11.35%	11.15%	11.35%
Minimum
Leases
Renewal term	5 years
Maximum
Leases
Renewal term	9 years

Convertible notes

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Convertible notes

Convertible notes

10.

Convertible notes:

In July 2024, the Company issued convertible promissory notes (the “Convertible Notes”) with an aggregate principal amount of $15,800, bearing simple interest at 12% per annum. The Convertible Notes were originally scheduled to mature on July 16, 2025. All accrued interest is payable in kind and converts into equity along with the principal amount upon conversion of the Convertible Notes. In July 2025, the maturity date was amended to August 8, 2025.

In August 2025, the Company completed a financing structured as a rights offering (the “Rights Offering”). Concurrent with the closing, the Company issued 14,955,023 Series 2 Class B redeemable convertible preferred shares at a 25% discount to the Series 1 Class B redeemable convertible preferred shares price to settle the Convertible Notes outstanding principal and accrued interest of $17,800. Of the 14,955,023 Series 2 Class B redeemable convertible preferred shares issued, 14,068,229 were issued to settle outstanding principal and accrued interest of $16,744 held by related parties of the Company. The debt holders are considered related parties of the Company due to their representation on the Company’s Board of Directors.

The estimated fair value of the Convertible Notes at settlement was based on the fair value of the 14,955,023 Series 2 Class B redeemable convertible preferred shares that the notes were exchanged for at maturity.

The following table summarizes activity for the six month period ended June 30, 2025:



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

9.Convertible notes:

The Company’s obligations under the Convertible Notes were secured by a grant of a security interest in all the Company’s present and after acquired personal property, its Intellectual Property and its Real Property, all pursuant to the provisions of a general security agreement which has been registered in the British Columbia Personal Property Registry.

The Convertible Notes provided holders with multiple settlement alternatives depending on the circumstances:

Maturity: At maturity, holders may elect cash repayment of principal and interest or conversion into the most senior class of shares, at the lower of (i) a 25% discount to the most recent qualifying financing round, or (ii) a price implied by a $300,000 valuation cap (the “Valuation Cap”).

Liquidity Event: In the case of a liquidity event prior to conversion or repayment, holders may elect cash repayment at 2x of outstanding principal and interest or conversion into equity at the lower of (i) a 25% discount to the most recent qualified financing round, or (ii) the Valuation Cap.

Financing Events: Upon the closing of a financing, holders may convert into the shares issued in such financing at the more favorable of (i) a 20% discount to the financing price, or (ii) the Valuation Cap. Conversion is automatic upon the closing of a Qualified Financing, defined as an equity financing of at least $44,000 from primarily new, arm’s-length investors.

Prepayment: Prepayment is prohibited without majority approval of the Convertible Note holders.

9.	Convertible notes: (continued)

In August 2025, the Company completed a financing structured as a rights offering (the “Rights Offering”). Concurrent with the closing, the Company issued 14,955,023 Series 2 Class B redeemable convertible preferred Shares at a 25% discount to the Series 1 Class B redeemable convertible preferred Shares price to settle the Convertible Notes outstanding principal and accrued interest of $17,800. Of the 14,955,023 Series 2 Class B redeemable convertible preferred shares issued, 14,068,229 were issued to settle outstanding principal and accrued interest of $16,744 held by related parties of the Company. The debt holders are considered related parties of the Company due to their representation on the Company’s Board of Directors.

For the year ended December 31, 2025, the change in the fair value of the Convertible Notes was a gain of $22,036, compared to loss of $5,939 for the year ended December 31, 2024. The gain on the change in fair value of the Convertible Notes included the reclassification of $347 from other comprehensive income (loss), representing the cumulative change in fair value attributable to the Company’s credit risk since issuance.

The following table summarizes activity for the period ended December 31, 2025:



Convertible Notes continuity		Total
Balance, January 1, 2024		$	—
Convertible Note issuance			15,800
Accrued interest			867
Loss on the change in fair value of Convertible Notes			5,939
Changes in fair value attributable to changes in credit risk			(290)
Foreign currency translation adjustment			(904)
Balance, December 31, 2024		$	21,412
Accrued interest			1,115
Gain on the change in fair value of Convertible Notes			(21,689)
Changes in fair value attributable to changes in credit risk			(57)
Settlement of Convertible Notes			(1,758)
Foreign currency translation adjustment			977
Balance, December 31, 2025		$	—

In accordance with ASC 825-10, Financial Instruments, the Company irrevocably elected the Fair Value Option (“FVO”) to account for the Convertible Notes in its entirety at fair value. The fair value of the Convertible Notes was estimated using the Monte Carlo valuation method with key assumptions used including the estimated per share fair value of the Company’s preferred shares, the Company’s credit spread and expected volatility.

The assumptions used for the December 31, 2024 valuations are set forth in the table below.



	December 31,
	2024
Fair value of preferred shares	$	1.635
Expected term (years)		0.54
Expected volatility		107.75	%
Risk-free interest rate		4.23	%
Credit spread		24.27	%
Instrument-Specific discount		19.18	%
Expected dividend	$	nil

9.	Convertible notes: (continued)

The basis of assumptions used in the valuation model are estimated as follows:

Fair value of redeemable convertible preferred shares. The estimated per share fair value of the Company’s preferred shares was based on the most recent share issuances with unrelated parties.

Expected volatility. The Company determined the volatility based on a calculation of the volatility of similar entities that have traded equity instruments over a comparable term.

Credit spread. Based on the bond yield of Companies considered to have comparable credit risk adjusted for the risk-free rate.

Risk-free rate. Based on bond yields commensurate with the remaining term of the notes per the US Department of the Treasury.

Expected term. Based on the contractual term of the notes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.9-03(16))
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-8

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-9

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Government assistance (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Government assistance

Summary of government assistance recorded in the statement of operations



	SIF (a)		Other		Total
Government assistance for the three months ended June 30, 2026	$	—	$	—	$	—
Government assistance for the three months ended June 30, 2025	$	801	$	—	$	—
Government assistance for the six months ended June 30, 2026	$	—	$	—	$	—
Government assistance for the six months ended June 30, 2025	$	5,907	$	14	$	5,921

(a)	Government of Canada Strategic Response Fund (“SRF” or “SIF”):



		SIF^(a)			Other			Total
Government assistance for the year ended
December 31, 2024		$	2,548		$	132		$	2,680
Government assistance for the year ended
December 31, 2025		$	5,921		$	—		$	5,921

(a)

Government of Canada Strategic Innovation Fund (“SIF”):

Research and development expenses

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Research and development expenses

Research and development expenses

19.

Research and development expenses:



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	3,056	$	2,848	$	6,063	$	6,192
Materials and consumables		945		351		1,803		1,661
Professional fees and contractors		293		(8)		453		201
Office, insurance and travel		480		328		1,036		778
Software and information technology		166		144		316		312
Share-based compensation		1,492		13		2,544		187
Total	$	6,432	$	3,676	$	12,215	$	9,331

20.Research and development expenses:



		Year ended December 31
		2025		2024
Salaries and benefits		$	10,068	$	13,877
Materials and consumables			2,732		4,305
Professional fees and contractors			494		1,071
Office, insurance and travel			1,674		1,720
Software and information technology			597		1,063
Share-based compensation			2,800		980
Total		$	18,365	$	23,016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)

3 Months Ended

6 Months Ended

10 Months Ended

Mar. 31, 2026

Jun. 30, 2026

Dec. 31, 2025

Dec. 31, 2024

^[1]

Dec. 31, 2023

Redeemable preferred shares

Fair value of commitment shares

$ 122,953,000

^[1]

$ 245,121,000

$ 237,671,000

Spring Valley Acquisition III

Redeemable preferred shares

Maximum percentage of interest earned on the Trust Account

5.00%

Available amount for withdrawal from Trust Account

$ 334,518

$ 140,482

Withdrawal of funds from Trust Account

Gross proceeds

225,400,000

Spring Valley Acquisition III | Class A ordinary shares subject to possible redemption

Redeemable preferred shares

Gross proceeds

230,000,000

Proceeds allocated to public warrants

(1,855,333)

Class A ordinary shares issuance cost

(14,190,584)

Remeasurement of carrying value to redemption value

$ 1,944,194

1,973,142

18,715,081

Fair value of commitment shares

$ 234,613,358

$ 236,586,500

$ 232,669,164

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Cash and cash equivalents and restricted cash - Reconciliation (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash and cash equivalents and restricted cash
Cash and cash equivalents	$ 31,975	$ 49,125		$ 6,392
Restricted cash	305	667		169
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows	$ 32,280	$ 49,792	$ 4,754	$ 6,561	$ 19,757

Redeemable preferred shares - Issued and outstanding redeemable convertible preferred shares pre- and post-Rights Offering (Details)		1 Months Ended
	Aug. 06, 2025 $ / shares shares	Aug. 31, 2025 $ / shares shares	Jun. 30, 2026	Dec. 31, 2025 shares	Dec. 31, 2024 shares	Dec. 31, 2023 shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	180,827,421			189,817,561	18,082,742
Temporary equity, shares outstanding (in shares)	180,827,421			189,817,561	18,082,742	17,757,257
Conversion ratio	0.01		0.01	0.01
Redemption minimum approval requirement	0.67%
New Class A
Redeemable preferred shares
Temporary equity, shares issued (in shares)	56,010,259	56,010,259
Temporary equity, shares outstanding (in shares)	56,010,259	56,010,259
Conversion ratio		0.01
Liquidation/Deemed liquidation preference		0.01
Redemption minimum approval requirement		0.667%
Class B Series 1 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)		11,612,203
Temporary equity, shares outstanding (in shares)		11,612,203
Conversion ratio		0.01
Liquidation/Deemed liquidation preference		0.02
Original subscription price per share \| $ / shares		$ 1.587
Redemption minimum approval requirement		0.667%
Class B Series 2 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)		26,965,385
Temporary equity, shares outstanding (in shares)		26,965,385
Conversion ratio		0.01
Liquidation/Deemed liquidation preference		0.02
Original subscription price per share \| $ / shares		$ 1.1903
Redemption minimum approval requirement		0.667%
Class B Series 3 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)		95,229,714
Temporary equity, shares outstanding (in shares)		95,229,714
Conversion ratio		0.01
Liquidation/Deemed liquidation preference		0.02
Original subscription price per share \| $ / shares	$ 0.0001	$ 0.00001
Redemption minimum approval requirement		0.667%

Leases - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Leases
2026	$ 838	$ 933
2027	947	870
2028	947	983
2029		983
2030		983
Thereafter		1,966
Future minimum payments	5,986	6,718
Impact of discounting	(1,721)	(2,031)
Total	$ 4,265	$ 4,687	$ 5,007

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of Class A ordinary shares subject to possible redemption



		Class A		Class B		Class C		Class D		Class E		Class F		Total
Balance at December 31, 2024		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Issuances		—		—		—		—		—		—		—
Balance at August 6, 2025		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Balance post Rights Offering
Class A Series 1		7,558,992		—		—		—		—		—		7,558,992
Class A Series 2		—		6,737,332		—		—		—		—		6,737,332
Class A Series 3		—		—		1,886,380		—		—		—		1,886,380
Class A Series 4		—		—		—		3,003,862		—		—		3,003,862
Class A Series 5		—		—		—		—		32,857,618		—		32,857,618
Class A Series 6		—		—		—		—		3,872,438		—		3,872,438
Class A Series 7		—		—		—		—		—		93,637		93,637
New Class A Total														56,010,259
Converted to Common A shares		1,483,852		3,058,733		605,990		1,959,896		4,102,995		749,117		11,960,583

Schedule of calculation of basic and diluted net income per ordinary share



	Three months ended June 30,				Six months ended June 30,
	2026		2025⁽¹⁾		2026		2025⁽¹⁾
Net loss for the period	$	83,692	$	4,022	$	122,504	$	9,710
F1 preferred shares deemed dividend		—		—		—		1,694
Loss attributable to common shareholders		83,692		4,022		122,504		11,404
Basic and diluted weighted average number of shares outstanding		14,440,768		1,317,732		14,435,062		1,317,220
Net loss per share attributable to common shareholders, basic and diluted	$	5.80	$	3.05	$	8.49	$	8.66

(1)	The weighted average shares outstanding for the three and six month periods ended June 30, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.



		Year-ended December 31
		2025		2024
Net loss for the year		$	31,370	$	57,770
F1 preferred shares deemed dividend			1,694		3,384
Rights offering deemed dividend			459
Loss attributable to common shareholders		$	33,523	$	61,154
Basic and diluted weighted average number of shares outstanding			6,209,121		1,307,771
Net loss per share attributable to common shareholders, basic and diluted		$	5.40	$	46.76

(1)	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Spring Valley Acquisition III

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of Class A ordinary shares subject to possible redemption



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025		232,669,164
Plus:
Remeasurement of carrying value to redemption value		1,944,194
Class A ordinary shares subject to possible redemption, March 31, 2026		234,613,358
Plus:
Remeasurement of carrying value to redemption value		1,973,142
Class A ordinary shares subject to possible redemption, June 30, 2026	$	236,586,500

As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025	$	232,669,164

Schedule of calculation of basic and diluted net income per ordinary share



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
	Class A ordinary
	shares		Class B ordinary
	subject to		shares not
	possible		subject to
	redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	1,331,560	$	1,027,740
Denominator:
Basic weighted-average shares outstanding		9,153,061		7,064,626
Basic net income per ordinary share	$	0.15	$	0.15



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
			Non-
	Class A		Redeemable
	Redeemable		Class A and B
	Ordinary		Ordinary
	Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	1,313,380	$	1,045,920
Denominator:
Diluted weighted-average shares outstanding		9,153,061		7,289,116
Diluted net income per ordinary share	$	0.14	$	0.14

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

+ References + Details

Submission	Sep. 08, 2026
Submission [Line Items]
Central Index Key	0002074850
Registrant Name	General Fusion Group Ltd.
Form Type	F-1
Submission Type	F-1
Fee Exhibit Type	EX-FILING FEES

Property and equipment - Narative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Property and equipment
Depreciation and amortization expense	$ 815	$ 654	$ 1,599	$ 1,330	$ 2,595	$ 2,979

- Definition

The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.

+ References

+ Details

PUBLIC OFFERING (Details) - Spring Valley Acquisition III - USD ($)	Sep. 05, 2025	Jun. 30, 2026	Feb. 11, 2026	Dec. 31, 2025
Public Warrants
PUBLIC OFFERING
Number of warrants in a unit		0.33		0.33
Exercise price		$ 11.5		$ 11.5
Class A ordinary shares
PUBLIC OFFERING
Number of shares in a unit		1		1
Class A ordinary shares \| Public Warrants
PUBLIC OFFERING
Number of shares called by each warrant		1	1	1
Exercise price		$ 11.5		$ 11.5
IPO including over-allotment
PUBLIC OFFERING
Number of units issued	23,000,000
Price per unit issued	$ 10
Gross proceeds	$ 230,000,000
Underwriters over-allotment option
PUBLIC OFFERING
Number of units issued	3,000,000

Business development, marketing, communications and government relations expenses

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Business development, marketing, communications and government relations expenses

Business development, marketing, communications and government relations expenses

20.

Business development, marketing, communications and government relations expenses:



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	562	$	353	$	983	$	864
Professional fees and contractors		333		41		565		67
Office, marketing, insurance, and travel		290		101		461		206
Software and information technology		24		4		50		9
Share-based compensation		196		214		275		427
Total	$	1,405	$	713	$	2,334	$	1,573

21.

Business development, marketing, communications and government relations expenses:



		Year ended December 31,
		2025		2024
Salaries and benefits		$	1,459	$	1,460
Professional fees and contractors			185		65
Office, insurance and travel			637		302
Software and information technology			16		43
Share-based compensation			1,205		820
Total		$	3,502	$	2,690

Redeemable preferred shares - Issued and outstanding redeemable convertible preferred shares pre- and post-Rights Offering and common shares issued in exchange for preferred shareholders who did not participate in the Rights Offering (Details) - shares	7 Months Ended
	Aug. 06, 2025	Dec. 31, 2025	Aug. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Redeemable preferred shares
Temporary equity, shares issued (in shares)	180,827,421	189,817,561		18,082,742
Temporary equity, shares outstanding (in shares)	180,827,421	189,817,561		18,082,742	17,757,257
Number of shares converted to Common A shares	11,960,583
Before effect of reverse stock split
Redeemable preferred shares
Temporary equity, shares issued (in shares)				180,827,421
Temporary equity, shares outstanding (in shares)				180,827,421
Class A redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	22,397,515
Temporary equity, shares outstanding (in shares)	22,397,515
Number of shares converted to Common A shares	1,483,852
Class A redeemable convertible preferred shares \| Before effect of reverse stock split
Redeemable preferred shares
Temporary equity, shares issued (in shares)				22,397,515
Temporary equity, shares outstanding (in shares)				22,397,515
Class B redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	37,324,661
Temporary equity, shares outstanding (in shares)	37,324,661
Number of shares converted to Common A shares	3,058,733
Class B redeemable convertible preferred shares \| Before effect of reverse stock split
Redeemable preferred shares
Temporary equity, shares issued (in shares)				37,324,661
Temporary equity, shares outstanding (in shares)				37,324,661
Class C redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	7,946,281
Temporary equity, shares outstanding (in shares)	7,946,281
Number of shares converted to Common A shares	605,990
Class C redeemable convertible preferred shares \| Before effect of reverse stock split
Redeemable preferred shares
Temporary equity, shares issued (in shares)				7,946,281
Temporary equity, shares outstanding (in shares)				7,946,281
Class D redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	22,602,822
Temporary equity, shares outstanding (in shares)	22,602,822
Number of shares converted to Common A shares	1,959,896
Class D redeemable convertible preferred shares \| Before effect of reverse stock split
Redeemable preferred shares
Temporary equity, shares issued (in shares)				22,602,822
Temporary equity, shares outstanding (in shares)				22,602,822
Class E redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	77,760,008
Temporary equity, shares outstanding (in shares)	77,760,008
Number of shares converted to Common A shares	4,102,995
Class E redeemable convertible preferred shares \| Before effect of reverse stock split
Redeemable preferred shares
Temporary equity, shares issued (in shares)				77,760,008
Temporary equity, shares outstanding (in shares)				77,760,008
Class F redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	12,796,134
Temporary equity, shares outstanding (in shares)	12,796,134
Number of shares converted to Common A shares	749,117
Class F redeemable convertible preferred shares \| Before effect of reverse stock split
Redeemable preferred shares
Temporary equity, shares issued (in shares)				12,796,134
Temporary equity, shares outstanding (in shares)				12,796,134
New Class A
Redeemable preferred shares
Temporary equity, shares issued (in shares)	56,010,259		56,010,259
Temporary equity, shares outstanding (in shares)	56,010,259		56,010,259
Class A Series 1 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	7,558,992
Temporary equity, shares outstanding (in shares)	7,558,992
Class A Series 2 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	6,737,332
Temporary equity, shares outstanding (in shares)	6,737,332
Class A Series 3 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	1,886,380
Temporary equity, shares outstanding (in shares)	1,886,380
Class A Series 4 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	3,003,862
Temporary equity, shares outstanding (in shares)	3,003,862
Class A Series 5 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	32,857,618
Temporary equity, shares outstanding (in shares)	32,857,618
Class A Series 6 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	3,872,438
Temporary equity, shares outstanding (in shares)	3,872,438
Class A Series 7 redeemable convertible preferred shares
Redeemable preferred shares
Temporary equity, shares issued (in shares)	93,637
Temporary equity, shares outstanding (in shares)	93,637

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - Spring Valley Acquisition III	Dec. 31, 2025 USD ($)
Redeemable preferred shares
Cash	$ 500
Cash equivalents	$ 749,312

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-4

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-8

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(1))
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 605
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477548/944-605-55-14

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 605
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477548/944-605-55-11

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 45
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-SubTopic 210
-Topic 946
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-20

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Subsequent Events

Subsequent Events

24.

Subsequent Events:

In addition to subsequent events previously disclosed:

26.Subsequent Events:

In addition to subsequent events previously disclosed:

FAIR VALUE MEASUREMENTS - Public warrants (Details)	Jun. 30, 2026 $ / shares Y	Dec. 31, 2025 USD ($) $ / shares Y	Nov. 30, 2025 $ / shares	Sep. 05, 2025 USD ($) $ / shares Y	Dec. 31, 2024 USD ($)
FAIR VALUE MEASUREMENTS
Warrant liability \| $		$ 1,067,000			$ 10,000
Share price
FAIR VALUE MEASUREMENTS
Warrants, measurement input	1.65	1.28	0.95
Expected volatility
FAIR VALUE MEASUREMENTS
Warrants, measurement input	120	135	1.18
Expected term (years)
FAIR VALUE MEASUREMENTS
Warrants, measurement input \| Y	2.4	2.9
Risk-free interest rate
FAIR VALUE MEASUREMENTS
Warrants, measurement input	4.06	3.49	0.03
Spring Valley Acquisition III \| Public Warrants
FAIR VALUE MEASUREMENTS
Warrant liability \| $				$ 1,855,333
Fair value per warrant				$ 0.24
Warrants and Rights Outstanding, Valuation Technique [Extensible Enumeration]				us-gaap:MonteCarloModelMember
Spring Valley Acquisition III \| Public Warrants \| Share price
FAIR VALUE MEASUREMENTS
Warrants, measurement input				9.92
Spring Valley Acquisition III \| Public Warrants \| Exercise price
FAIR VALUE MEASUREMENTS
Warrants, measurement input				11.5
Spring Valley Acquisition III \| Public Warrants \| Expected volatility
FAIR VALUE MEASUREMENTS
Warrants, measurement input				0.04
Spring Valley Acquisition III \| Public Warrants \| Expected term (years)
FAIR VALUE MEASUREMENTS
Warrants, measurement input \| Y				7.01
Spring Valley Acquisition III \| Public Warrants \| Risk-free interest rate
FAIR VALUE MEASUREMENTS
Warrants, measurement input				0.0373
Spring Valley Acquisition III \| Public Warrants \| Black-Scholes value
FAIR VALUE MEASUREMENTS
Warrants, measurement input				1.14
Spring Valley Acquisition III \| Public Warrants \| Pre-adjusted value per share
FAIR VALUE MEASUREMENTS
Warrants, measurement input				1.14
Spring Valley Acquisition III \| Public Warrants \| Implied market value adjustment
FAIR VALUE MEASUREMENTS
Warrants, measurement input				0.212

Business development, marketing, communications and government relations expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Business development, marketing, communications and government relations expenses
Salaries and benefits	$ 562	$ 353	$ 983	$ 864	$ 1,459	$ 1,460
Professional fees and contractors	333	41	565	67	185	65
Office, marketing, insurance, and travel	290	101	461	206	637	302
Software and information technology	24	4	50	9	16	43
Share-based compensation	196	214	275	427	1,205	820
Total	$ 1,405	$ 713	$ 2,334	$ 1,573	$ 3,502	$ 2,690

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended		9 Months Ended	10 Months Ended	12 Months Ended
	Sep. 03, 2025	Aug. 06, 2025	Mar. 31, 2025	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Mar. 28, 2025
RELATED PARTY TRANSACTIONS
General and administrative				$ 6,362,000	$ 1,739,000		$ 11,840,000	$ 3,879,000			$ 13,372,000	$ 8,607,000
Settlement of related party loans		$ 1,408,000
Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
General and administrative				388,314	16,620	$ 16,620	570,497			$ 450,346
Spring Valley Acquisition III \| Sponsor \| Unsecured promissory note
RELATED PARTY TRANSACTIONS
Aggregate principal amount				$ 151,636			151,636		$ 151,636	151,636	$ 151,636		$ 250,000
Outstanding borrowing paid										$ 151,636
Spring Valley Acquisition III \| Administrative Services Agreement \| Sponsor
RELATED PARTY TRANSACTIONS
General and administrative			$ 120,000		$ 90,000			$ 180,000	$ 120,000
Monthly expenses	$ 30,000
Spring Valley Acquisition III \| Related Party Loans
RELATED PARTY TRANSACTIONS
Exercise price									$ 0.09	$ 0.09	$ 0.09
Loans outstanding									$ 0	$ 0	$ 0
Spring Valley Acquisition III \| Related Party Loans \| Maximum
RELATED PARTY TRANSACTIONS
Settlement of related party loans							$ 1,500,000,000,000			$ 1,500,000

Interest and other income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Interest and other income
Number of warrants, issued	1,122,904
Warrant exercisable term	12 months
Warrants issued, consideration	$ 0
Fair value of warrant consideration	1,067	$ 10
Gain on adjustment	$ 923

SEGMENT INFORMATION

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SEGMENT INFORMATION

SEGMENT INFORMATION

18.

Segment information

Spring Valley Acquisition III

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 10. SEGMENT INFORMATION:



		June 30, 2026			December 31, 2025
Investments held in Trust Account		$	236,690,350		$	232,809,646
Cash and cash equivalents		$	1,889,472		$	749,812



							For the Period
							from March 12,
	For the Three Months				For the Six Months		2025 (Inception)
	Ended June 30,				Ended June 30,		Through June 30,
	2026		2025		2026		2025
General and administrative expenses	$	388,314	$	16,620	$	570,497	$	16,620
Interest earned on investments held in Trust Account	$	2,076,992	$	—	$	4,123,512	$	—

All other segment items included in net income are reported on the statement of operations and described within their respective disclosures.

NOTE 9. SEGMENT INFORMATION



		December 31, 2025
Investments held in Trust Account		$	232,809,646
Cash and cash equivalents		$	749,812



	For the Period from
	March 12, 2025
	(inception) through
	December 31, 2025
General and administrative expenses	$	450,346
Interest earned on investments held in Trust Account	$	2,809,646

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the statement of operations and described within their respective disclosures.

- Definition

The entire disclosure for segment reporting.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Share-based compensation plan (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-based compensation plan

Summary of changes in level 3 share-based liabilities measured at fair value



	Amount
December 31, 2024	$	6,889
Share-based compensation		3,235
Exercise of stock options		(2)
Change in fair value of share-based compensation		5,056
Foreign currency translation adjustment		367
December 31, 2025		15,545
Share-based compensation		2,801
Exercise of stock options		(10)
Change in fair value of share-based compensation		4,810
Foreign currency translation adjustment		(669)
June 30, 2026	$	22,477



		Amount
January 1, 2024		$	4,244
Share-based compensation			3,258
Exercise of stock options			—
Change in fair value of share-based compensation			(178)
Foreign currency translation adjustment			(435)
December 31, 2024			6,889
Share-based compensation			3,235
Exercise of stock options			(2)
Change in fair value of share-based compensation			5,056
Foreign currency translation adjustment			367
December 31, 2025		$	15,545

Equity classified stock options

Share-based compensation plan

Summary of stock option activity under the Company's Option Plan



				Weighted average
		Number of options		exercise price
December 31, 2024		1,323,045		$	7.24
Stock options granted		4,127,700			0.20
Stock options exercised		(5,063)			3.58
Stock options forfeited and cancelled		(97,301)			6.38
Stock options expired		(4,750)			3.58
Stock options modification		—			(1.61)
December 31, 2025		5,343,631			0.25
Stock options granted		2,800,000			1.53
Stock options exercised		(30,406)			0.36
Stock options forfeited and cancelled		(593,834)			0.16
Stock options expired		(5,500)			0.93
June 30, 2026		7,513,891		$	0.73
Exercisable as of June 30, 2026		2,698,059		$	0.36

(1)	The number of stock options and exercise prices as of December 31, 2024 and transactions prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details



		Number of		Weighted average
		options		exercise price
January 1, 2024		1,480,514		$	7.44
Stock options granted		94,500			9.30
Stock options exercised		(24,900)			3.69
Stock options forfeited and cancelled		(227,069)			8.13
December 31, 2024		1,323,045			7.24
Stock options granted		4,127,700			0.20
Stock options exercised		(5,063)			3.58
Stock options forfeited and cancelled		(97,301)			6.38
Stock option expired		(4,750)			3.58
Stock option modification		—			(1.61)
December 31, 2025		5,343,631		$	0.25
Exercisable as of December 31, 2025		2,705,028		$	0.36

(1)

Summary of information about the stock options outstanding and exercisable

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable as of June 30, 2026.



		Number of		Weighted		Number of		Weighted
		options		average years to		options		average years to
Exercise prices		outstanding		expiry		exercisable		expiry
$0.01 - $0.49		4,049,839		8.12		2,096,050		7.21
$0.50 - $0.99		340,737		5.09		278,694		4.44
$1.00 - $1.60		3,123,315		9.22		323,315		3.20
Total		7,513,891		8.44		2,698,059		6.44

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable at December 31, 2025.



		Number of		Weighted		Number of		Weighted
		options		average		options		average
Exercise prices		outstanding		years to expiry		exercisable		years to expiry
$0.01 – $0.49		4,624,079		8.70		2,126,456		7.60
$0.50 – $0.99		393,237		6.09		268,194		4.78
$1.00 – $1.60		326,315		3.71		310,378		3.57
Total		5,343,631		8.20		2,705,028		6.86

Summary of weighted average assumptions used to estimate the fair value of stock options granted



		Six months ended
		June 30, 2026
Fair value of common shares		$	1.53
Weighted average expected term			7.0 years
Weighted average expected volatility			110	%
Weighted average risk-free interest rate			3.26	%
Expected dividend		$	nil

(1)	The weighted average common share fair value for the year ended December 31, 2025 reflects the ten-for-one (10:1) retrospective adjustment for any options granted prior to the August 2025 Rights Offering. See note 14 for details



		Year ended December 31
		2025			2024
Fair value of common shares		$	0.20		$	9.30
Weighted average expected term			6.3 years			4.1 years
Weighted average expected volatility			139	%		93	%
Weighted average risk-free interest rate			3.10	%		1.65	%
Expected dividend		$	nil		$	nil

(1)

Prior year common share fair value has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

Liability classified stock options

Share-based compensation plan

Summary of stock option activity under the Company's Option Plan



		Number of options		Weighted average
		outstanding		exercise price
December 31, 2024		1,829,531		$	11.62
Stock options granted		22,203,841			0.10
Stock options exercised		(9,517)			0.09
Stock options forfeited and cancelled		(279,437)			5.62
Stock options modification		—			(0.75)
December 31, 2025		23,744,418			0.17
Stock options granted		11,496,500			1.53
Stock options exercised		(10,016)			0.13
Stock options forfeited and cancelled		(53,691)			0.21
June 30, 2026		35,177,211		$	0.62
Exercisable as of June 30, 2026		11,372,261		$	0.22

(1)	The number of stock options and exercise prices as of December 31, 2024 and transactions prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details



		Number of options		Weighted average
		outstanding		exercise
January 1, 2024		1,527,750		$	12.10
Stock options granted		312,250			9.30
Stock options exercised		(16)			15.50
Stock options forfeited and cancelled		(10,453)			12.57
December 31, 2024		1,829,531			11.62
Stock options granted		22,203,841			0.10
Stock options exercised		(9,517)			0.09
Stock options forfeited and cancelled		(279,437)			5.62
Stock option modification		—			(0.75)
December 31, 2025		23,744,418		$	0.17
Exercisable as of December 31, 2025		11,231,053		$	0.21

(1)

Summary of information about the stock options outstanding and exercisable

16.

Share-based compensation plan: (continued)

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable as of June 30, 2026:



	Number of	Weighted	Number of	Weighted
	options	average years	options	average years
Exercise prices	outstanding	to expiry	exercisable	to expiry
$0.01 - $0.49	21,806,274	9.10	10,029,017	9.10
$0.50 - $0.99	993,187	7.81	487,624	7.34
$1.00 - $1.66	12,377,750	9.60	855,620	5.52
Total	35,177,211	9.24	11,372,261	8.76

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable at December 31, 2025:



		Number of		Weighted		Number of		Weighted
		options		average		options		average
Exercise prices		outstanding		years to expiry		exercisable		years to expiry
$0.01 – $0.49		21,862,168		9.60		10,046,691		9.60
$0,50 – $0.99		1,000,000		8.34		390,264		7.82
$1.00 – $1.66		882,250		6.10		794,098		6.04
Total		23,744,418		9.42		11,231,053		9.29

Summary of weighted average assumptions used to estimate the fair value of stock options granted



	June 30, 2026			December 31, 2025
Fair value of common shares	$	1.65		$	1.28
Weighted average expected term		5.7 years			5.6 years
Weighted average expected volatility		110	%		138	%
Weighted average risk-free interest rate		3.13	%		2.93	%
Expected dividend	$	nil		$	nil



		December 31, 2025			2025 Grant Date
Fair value of common shares		$	1.28		$	0.10
Weighted average expected term			5.6 years			6.2 years
Weighted average expected volatility			138	%		139	%
Weighted average risk-free interest rate			2.93	%		3.10	%
Expected dividend		$	nil		$	nil



		December 31, 2024			2024 Grant Date
Fair value of common shares		$	9.30		$	9.30
Weighted average expected term			5.0 years			6.7 years
Weighted average expected volatility			122	%		123	%
Weighted average risk-free interest rate			2.96	%		3.08	%
Expected dividend		$	nil		$	nil

(1)

Prior year common share fair value has been retrospectively adjusted to reflect the ten-for- one (10:1) reverse share split effective August 2025. See Note 12 for details.

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Accounts payable and accrued liabilities
Accounts payable	$ 1,241	$ 1,561	$ 2,851
Accrued payroll liabilities	1,445	1,949	3,668
Other accrued liabilities	2,221	1,623	2,443
Accounts payable and accrued liabilities	$ 4,907	$ 5,133	$ 8,962

Share-based compensation plan (Details) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026 USD ($) shares	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) shares	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) individual $ / shares shares	Dec. 31, 2024 USD ($) individual $ / shares shares
Share-based compensation plan
Common shares available for issuance (in shares) \| shares	44,915,612		44,915,612		44,915,612	3,565,235
Award vesting period			4 years		4 years
Equity classified stock options
Share-based compensation plan
Incremental share-based compensation					$ 21
Aggregate intrinsic value of stock options	$ 6,899		$ 6,899		5,545	$ 3,966
Aggregate intrinsic value of stock options exercised			30		19	140
Unamortized compensation cost to unvested stock options					$ 1,227	2,107
Weighted-average remaining period					1 year 9 months 18 days
Grant date fair value of stock options					$ 1,208	1,152
Grant date fair value of stock options forfeited					$ 482	$ 53
Weighted average fair value common share options (in dollars per share) \| $ / shares					$ 0.09	$ 8.4
Share-based compensation expense	224	$ 233	329	$ 528	$ 1,345	$ 1,253
Liability classified stock options
Share-based compensation plan
Aggregate intrinsic value of stock options	$ 36,355		$ 36,355		26,408	0
Unamortized compensation cost to unvested stock options					$ 14,111	7,036
Weighted-average remaining period					2 years 1 month 6 days
Grant date fair value of stock options					$ 3,499	$ 3,085
Number of individuals received awards \| individual					110	134
Share-based compensation expense					$ 3,235	$ 2,629
Maximum
Share-based compensation plan
Maximum exercise periods			15 years		15 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Class A ordinary shares subject to possible redemption (Details) - USD ($)

3 Months Ended

6 Months Ended

10 Months Ended

May 05, 2026

Feb. 19, 2026

Mar. 31, 2026

Jun. 30, 2026

Dec. 31, 2025

Dec. 31, 2024

^[1]

Dec. 31, 2023

Redeemable preferred shares

Fair value of commitment shares

$ 122,953,000

^[1]

$ 245,121,000

$ 237,671,000

Spring Valley Acquisition III

Redeemable preferred shares

Maximum percentage of interest earned on the Trust Account

5.00%

Available amount for withdrawal from Trust Account

$ 334,518

$ 140,482

Withdrawal of funds from Trust Account

$ 102,326

$ 140,482

242,808

Gross proceeds

225,400,000

Class A ordinary shares subject to possible redemption | Spring Valley Acquisition III

Redeemable preferred shares

Gross proceeds

230,000,000

Proceeds allocated to public warrants

(1,855,333)

Class A ordinary shares issuance cost

(14,190,584)

Remeasurement of carrying value to redemption value

$ 1,944,194

1,973,142

18,715,081

Fair value of commitment shares

$ 234,613,358

$ 236,586,500

$ 232,669,164

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Redeemable preferred shares

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Redeemable preferred shares

Redeemable preferred shares

14.

Redeemable preferred shares:

On August 6, 2025, the Company closed a financing termed as the rights offering for total proceeds of $18,428 (the “Rights Offering”). The total proceeds include $1,408 related to the settlement of related party loans, which were extinguished through participation in the Rights Offering. As part of this Rights Offering, the Company reorganized its share structure by:

●

consolidating all classes of shares 10:1

●

exchange all outstanding Class A through Class F redeemable convertible preferred shares and the accrued dividend on the Class F Series 1 redeemable convertible preferred shares (collectively, the “Existing Preferred Shares”) into a new single Class A redeemable convertible preferred shares (“New Class A”) with multiple series or conversion into Class A common shares, as applicable; and

●

issuance of new Class B redeemable convertible preferred shares (“New Class B”) in multiple series to investors participating in the Rights offering and convertible debt holders.

Exchange and conversion terms

The Existing Preferred Shares were consolidated 10:1 and exchanged for New Class A shares with multiple series. If the shareholders participated in the Rights Offering up to their pre-Rights Offering pro-rata shareholding, their 10:1 consolidation was reversed in line with the pro-rata portion of their pre-Rights Offering pro-rata shareholding that they invested. Shareholders who did not participate in the Rights Offering converted their remaining redeemable convertible preferred shares into Class A common shares at the conversion ratio of 1:1. Existing Class F Series 1 redeemable convertible preferred shares were exchanged at a ratio of 1.225:1 to account for accrued dividends under their original issuance terms. As a result, the Company issued 56,010,259 New Class A shares and 11,960,583 Class A common shares in exchange for the Existing Preferred Shares. The Company also issued 12,010,362 Class B Series 2 redeemable convertible preferred shares in exchange for the Existing Preferred Shares.

14.

Redeemable preferred shares (continued):

The Class F Series 1 shareholders who had also invested in the Convertible Notes received a most favoured nation right to allow for the same treatment of their investment as the Convertible Note investors with conversion of their investment into new Class B Series 2 redeemable convertible preferred shares at a 25% discount to the new Class B Series 1 price. Accordingly, the Company issued 12,010,362 new Class B Series 2 redeemable convertible preferred shares in exchange for the existing Class F Series 1 redeemable convertible preferred shares and related accrued dividends on the Class F Series 1 redeemable convertible preferred shares.

New investors and existing preferred shareholders who purchased new Class B Series 1 redeemable convertible preferred shares exceeding to their pre–Rights Offering pro-rata shareholding were eligible to receive 12.542 new Class B Series 3 redeemable convertible preferred shares for each new Class B Series 1 redeemable convertible preferred shares purchased, at an issue price of $0.0001 per new Class B Series 3 share. As a result of the shareholders who invested their pro-rata amount, plus investments over pro-rata and new investors, the Company issued 11,612,203 new Class B Series 1 redeemable preferred shares and 95,229,750 new Class B Series 3 redeemable preferred shares.

Of the New Class B shares issued, related parties of the Company purchased 6,136,975 new Class B Series 1 redeemable convertible preferred shares and 50,414,582 new Class B Series 3 redeemable convertible preferred shares. These purchasers are considered related parties of the Company due to their representation on the Company’s Board of Directors.

The New Class A and Class B redeemable convertible preferred shares are classified as temporary equity in accordance with ASC 480, Distinguishing Liabilities from Equity as they are redeemable upon the occurrence of events not solely within the Company’s control.

14.

Redeemable preferred shares (continued):

Reverse share split

The Company’s shareholders approved a ten-for-one reverse share split of all classes of the Company’s redeemable convertible preferred shares and common shares. All of the Company’s outstanding stock options and share purchase warrants were subject to the reverse share-split with exception of the SIF warrants. In accordance with ASC 260, Earnings per Share, the impact of the Rights Offering reverse share split has been applied retrospectively.

A summary of the Company’s redeemable convertible preferred share features post Rights Offering are noted in the table below:


Features		Class A (Series 1-7)		Class B Series 1			Class B Series 2			Class B Series 3
Issued and outstanding		56,010,259			11,612,203			26,965,385			95,229,714
Convertible into		Class A Common shares			Class A Common shares			Class A Common shares			Class A Common shares
Conversion rate		1:1			1:1			1:1			1:1
Voting		Yes			Yes			Yes			Yes
Dividend		Only if paid on common shares. No fixed amount.			Only if paid on common shares. No fixed amount.			Only if paid on common shares. No fixed amount			Only if paid on common shares. No fixed amount
Redemption at option of holder		No			No			No			No
Liquidation/Deemed liquidation preference		1.0X			2.0X and participating			2.0X and participating			2.0X and participating
Original subscription price per share		Original subscription price		$	1.587		$	1.1903		$	0.00001
Redemption minimum approval requirement		2/3 vote			2/3 vote			2/3 vote			2/3 vote
Redemption amount		Greater of liquidation preference or fair value			Greater of liquidation preference or fair value			Greater of liquidation preference or fair value			Greater of liquidation preference or fair value

12.

Redeemable preferred shares:

On August 6, 2025, the Company closed a financing termed as the Rights Offering for total proceeds of $18,428. The total proceeds includes $1,408 related to the settlement of related party loans, which were extinguished through participation in the Rights Offering (refer to Note 15). Concomitant with the Rights Offering is an additional commitment of CAD 5,000 ($3,572) from the Government of Canada, for total estimated proceeds of $22,000. The Canadian government funding is to be provided under a new amendment to the Company’s contribution agreement with SIF. Subsequent to December 31, 2025, in March 2026, the Company and SIF finalized the amendment to the Amended and Restated SIF Contribution Agreement. Refer to details of the amendment in Note 5. As part of this Rights Offering, the Company reorganized its share structure by:

consolidating all classes of shares 10:1.

issuance of new Class B redeemable convertible preferred shares (“New Class B”) in multiple series to investors participating in the Rights offering and convertible debt holders.

Exchange and conversion terms

The Existing Preferred Shares were consolidated 10:1 and exchanged for New Class A shares with multiple series. If the shareholders participated in the Rights Offering up to their pre-Rights Offering pro-rata shareholding, their 10:1 consolidation was reversed in line with the pro rata portion of their pre-Rights Offering pro rata shareholding that they invested. Shareholders who did not participate in the Rights Offering converted their remaining redeemable convertible preferred shares into Class A common shares at the conversion ratio of 1:1. Existing Class F Series 1 redeemable convertible preferred shares were exchanged at a ratio of 1.225:1 to account for accrued dividends under their original issuance terms. As a result, the Company issued 56,010,259 New Class A shares and 11,960,583 Class A common shares in exchange for the Existing Preferred Shares. The Company also issued 12,010,362 Class B Series 2 redeemable convertible preferred shares in exchange for the Existing Preferred Shares.

The Class F Series 1 shareholders who had also invested in the Convertible Notes received a most favoured nation (“MFN”) right to allow for the same treatment of their investment as the Convertible Note investors with conversion of their investment into new Class B Series 2 redeemable convertible preferred shares at a 25% discount to the new Class B Series 1 price. Accordingly, the Company issued 12,010,362 new Class B Series 2 redeemable convertible preferred shares in exchange for the existing Class F Series 1 redeemable convertible preferred shares and related accrued dividends on the Class F Series 1 redeemable convertible preferred shares.

New investors and existing preferred shareholders who purchased new Class B Series 1 redeemable convertible preferred shares exceeding to their pre–Rights Offering pro-rata shareholding were eligible to receive 12.542 new Class B Series 3 redeemable convertible preferred shares for each new Class B Series 1 redeemable convertible preferred shares purchased, at an issue price of $0.0001 per new Class B Series 3 share. As a result of the shareholders who invested their pro rata amount, plus investments over pro rata and new investors, the Company issued 11,612,203 new Class B Series 1 redeemable preferred shares and 95,229,750 new Class B Series 3 redeemable preferred shares.

12.

Redeemable preferred shares: (continued)

Also included in the Rights Offering were changes to the Company’s articles of incorporation, including changing the automatic triggers in the event of a public listing for conversion of redeemable convertible preferred shares to Class A common shares by reducing the threshold of gross proceeds to $60,000 and eliminating the minimum pre-money valuation requirement.

The issued and outstanding redeemable convertible preferred shares pre- and post-Rights Offering are noted in the table below. Class A common shares issued in exchange for preferred shareholders who did not participate in the Rights Offering are also noted in the table below:



		Class A		Class B		Class C		Class D		Class E		Class F		Total
Balance at December 31, 2024		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Issuances		—		—		—		—		—		—		—
Balance at August 6, 2025		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Balance post Rights Offering
Class A Series 1		7,558,992		—		—		—		—		—		7,558,992
Class A Series 2		—		6,737,332		—		—		—		—		6,737,332
Class A Series 3		—		—		1,886,380		—		—		—		1,886,380
Class A Series 4		—		—		—		3,003,862		—		—		3,003,862
Class A Series 5		—		—		—		—		32,857,618		—		32,857,618
Class A Series 6		—		—		—		—		3,872,438		—		3,872,438
Class A Series 7		—		—		—		—		—		93,637		93,637
New Class A Total														56,010,259
Converted to Common A shares		1,483,852		3,058,733		605,990		1,959,896		4,102,995		749,117		11,960,583

The New Class A and Class B redeemable convertible preferred shares are classified as temporary equity in accordance with ASC 480, Distinguishing Liabilities from Equity as they are redeemable upon the occurrence of events not solely within the Company’s control.

The Company assessed the exchange of the New Class A for the Existing Preferred Shares and whether the exchange should be accounted for as a modification or extinguishment under ASC 718, Compensation - Stock Compensation by analogy. We determined the exchange should be accounted for as a modification of the original preferred shares based on a comparison of the terms of the original and new preferred shares including redemption and dividend rights, liquidation preference and the conversion ratio. Consequently, the carrying amount of the existing class A through E preferred shares was transferred to the New Class A with no adjustment to retained earnings as the fair value of the preferred shares was not considered to have increased.

For the Class F Series 1 redeemable convertible preferred shares, a provision existed for a 15% cumulative dividend accrual, which would be added to the original issuance price and converted into shares upon conversion. As this feature did not exist in the New Class A, the change in terms was determined to significantly impact the fair value of the redeemable convertible preferred shares. Consequently, the exchange of the Class F Series 1 redeemable convertible preferred shares was accounted for as an extinguishment. As a result, the difference between the fair value of the New Class A and the carrying amount of the Class F Series 1 redeemable convertible preferred shares resulted in a $137 reduction in accumulated deficit.

In addition, Class F series 1 redeemable convertible preferred shares with MFN rights to exchange their shares at a discount for Class B Series 2 were determined to be a deemed dividend. The fair value of the deemed dividend to the Class F Series 1 redeemable convertible preferred shareholders was estimated at $459 and recognized as an increase in accumulated deficit.

12.

Redeemable preferred shares: (continued)

Conversion of redeemable convertible preferred shares into common shares pursuant to original terms was accounted for as a transfer within equity with no impact on retained earnings.

Reverse share split

In August 2025, the Company’s shareholders approved a ten-for-one reverse share split of all classes of the Company’s redeemable convertible preferred shares and common shares. All of the Company’s outstanding stock options and share purchase warrants were subject to the reverse share-split with exception of the SIF warrants. In accordance with ASC 260, Earnings per Share, the impact of the Rights Offering reverse share split has been applied retrospectively.

A summary of the Company’s redeemable convertible preferred share features post Rights Offering are noted in the table below:



Features		Class A (Series 1-7)		Class B Series 1			Class B Series 2			Class B Series 3
Issued and outstanding		56,010,259			11,612,203			26,965,385			95,229,750
Convertible into		Class A Common shares			Class A Common shares			Class A Common shares			Class A Common shares
Conversion rate		1:1			1:1			1:1			1:1
Voting		Yes			Yes			Yes			Yes
Dividend		Only if paid on common			Only if paid on common			Only if paid on common			Only if paid on common
		shares. No fixed			shares. No fixed			shares. No fixed			shares. No fixed
		amount.			amount.			amount.			amount.
Redemption at option of holder		No			No			No			No
Liquidation/Deemed liquidation preference		1.0X			2.0X and participating			2.0X and participating			2.0X and participating
Original subscription price per share		Original subscription price		$	1.587		$	1.1903		$	0.00001

Redemption minimum approval requirement		2/3 vote			2/3 vote			2/3 vote			2/3 vote
Redemption amount		Greater of liquidation			Greater of liquidation			Greater of liquidation			Greater of liquidation
		preference or fair value			preference or fair value			preference or fair value			preference or fair value

The Board of Directors is entitled to determine or alter the designation and special rights and restrictions attached to each class of preferred shares, subject to approval by the holders of at least 2/3 of the preferred shares.

The preferred shares automatically convert to Class A common shares upon either (i) the closing of the sale of common shares to the public in a firm-commitment underwritten public offering in the United States or Canada resulting in at least $60,000 of gross cash proceeds to the Company, and following such offering, the Class A common shares are listed on the Toronto Stock Exchange, the New York Stock Exchange, the NASDAQ Stock Market (or any successor exchange of any of the foregoing) or any other exchange approved by the preferred shareholders, or, (ii) the completion of a merger, acquisition, or similar transaction involving the Company, its parent, sister company, or a special purpose acquisition company (SPAC) formed for such purposes under U.S. securities laws, including situations where the resulting entity lists its shares on a qualifying stock exchange or registers them for trading in the U.S. or Canada; however, for this conversion to occur, the transaction must afford the Company must receive at least $60,000 in unrestricted cash after covering all associated fees and expenses, or, (iii) an election to convert approved by the preferred shareholders by a 2/3 majority and Class E and Class F preferred shareholders by a majority.

Upon the occurrence of a liquidation event, preferred shares have redemption and liquidation preferences as outlined in the table above. In addition, the preferred shares have certain down-round and antidilution rights that are considered equity-linked embedded features which shall not be separated from the host contract. The shares are conditionally redeemable subject to the occurrence of certain events not solely within the control of the Company. The redemption of all preferred shares is not considered probable.

Supplemental cash flow information

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Supplemental cash flow information

Supplemental cash flow information

22.

Supplemental cash flow information:

The Company undertook certain non-cash investing and financing transactions as follows:

(a)

Property and equipment

Accounts payable as of June 30, 2026, included $19 relating to the purchase of property and equipment (December 31, 2025 - $32).

23.Supplemental cash flow information:

The Company undertook certain non-cash investing and financing transactions as follows:

(a)

Right of use asset and lease liabilities:

(b)

Warrants:

In the year ended December 31, 2025, the SIF Warrants issued in April 2025 had an estimated fair value at the date of issuance of $4,570 (2024 - $3,789).

(c)

Property and equipment

Accounts payable as of December 31, 2025, included $32 relating to the purchase of property and equipment (2024 - $173).

SIF contribution liability - Summary of the Company's SIF contribution liability (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	$ 28,369	$ 15,681	$ 14,116
SIF Warrant obligation		4,570	1,548
Issuance of SIF Warrants		0
Change in fair value		7,321	1,222
Foreign currency translation		797	1,205
Liability, ending balance		28,369	15,681
SIF contribution liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	28,369	15,681
SIF Warrant obligation	3,624	4,570
Change in fair value	58,042	7,321
Foreign currency translation	(2,618)	797
Liability, ending balance	87,417	28,369	15,681
Warrant obligation
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	1,357	1,553	3,802
SIF Warrant obligation	3,624	4,570	1,548
Issuance of SIF Warrants	(5,008)	(5,494)	(3,789)
Change in fair value	184	548	182
Foreign currency translation	(157)	180	190
Liability, ending balance		1,357	1,553
Funding liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	27,012	14,128	10,314
Issuance of SIF Warrants	5,008	5,494	3,789
Change in fair value	57,858	6,773	1,040
Foreign currency translation	(2,461)	617	1,015
Liability, ending balance	$ 87,417	$ 27,012	$ 14,128

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)

3 Months Ended

4 Months Ended

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Mar. 31, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Dec. 31, 2025

Dec. 31, 2024

General and administrative

$ 6,362,000

$ 1,739,000

$ 11,840,000

$ 3,879,000

$ 13,372,000

$ 8,607,000

Loss from operations

(15,077,000)

(6,038,000)

(28,111,000)

(10,371,000)

(32,200,000)

(51,895,000)

Other income (expense):

Net income (loss)

$ (83,692,000)

$ (4,022,000)

$ (122,504,000)

$ (9,710,000)

$ (31,370,000)

$ (57,770,000)

Weighted-average number of common shares outstanding - basic

14,440,768

^[1]

1,317,732

^[1]

14,435,062

^[1]

1,317,220

^[1]

6,169,127

^[2]

1,307,771

^[2]

Weighted-average number of common shares outstanding - diluted

14,440,768

^[1]

1,317,732

^[1]

14,435,062

^[1]

1,317,220

^[1]

6,169,127

^[2]

1,307,771

^[2]

Net loss per share - basic

$ 5.8

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Net loss per share - diluted

$ 5.80

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Spring Valley Acquisition III

General and administrative

$ 388,314

$ 16,620

$ 570,497

$ 450,346

Loss from operations

(388,314)

(16,620)

(570,497)

(450,346)

Other income (expense):

Interest earned on investments held in Trust Account

2,076,992

4,123,512

2,809,646

Net income (loss)

$ (6,432,093)

$ (11,990,533)

$ (16,620)

$ (18,422,626)

$ 2,359,300

Spring Valley Acquisition III | Class A ordinary shares subject to possible redemption

Other income (expense):

Weighted-average number of common shares outstanding - basic

23,000,000

9,153,061

Weighted-average number of common shares outstanding - diluted

23,000,000

9,153,061

Net loss per share - basic

$ (0.21)

$ (0.6)

$ 0.15

Net loss per share - diluted

$ (0.21)

$ (0.6)

$ 0.14

Spring Valley Acquisition III | Class B common shares

Other income (expense):

Weighted-average number of common shares outstanding - basic

7,666,667

^[3],[4]

6,666,667

^[3],[4]

6,666,667

^[3],[4]

7,666,667

^[3],[4]

7,064,626

Weighted-average number of common shares outstanding - diluted

7,666,667

6,666,667

7,666,667

7,289,116

Net loss per share - basic

$ (0.21)

$ 0

$ (0.6)

$ 0.15

Net loss per share - diluted

$ (0.21)

$ 0

$ (0.6)

$ 0.14

[1]	The weighted average shares outstanding for the three month and six month period ended June 30, 2025, has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.
[2]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.
[3]	Excludes an aggregate of 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters. On September 5, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 5).
[4]	On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of the independent directors transferred 13,333 Founder Shares to the Sponsor for an amount of $43.48. As a result, the Sponsor currently holds 7,546,667 Founder Shares, and each of the independent directors currently holds 40,000 Founder Shares for an aggregate of 7,666,667 Founder Shares. All share and per share data has been retroactively restated (Note 5).

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)											1 Months Ended	6 Months Ended		10 Months Ended	12 Months Ended
	Jul. 23, 2026 USD ($) shares	Jul. 10, 2026 USD ($) $ / shares shares	Jul. 06, 2026 shares	Jul. 01, 2026 shares	May 05, 2026 USD ($)	Feb. 19, 2026 USD ($)	Jan. 21, 2026 USD ($) $ / shares shares	Sep. 05, 2025 USD ($) $ / shares shares	Aug. 06, 2025 USD ($)	Mar. 28, 2025 USD ($)	Jan. 31, 2026 USD ($) $ / shares shares	Jun. 30, 2026 USD ($) $ / shares shares	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 USD ($)	Jun. 23, 2026 CAD ($)	Feb. 11, 2026 shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from issuance of SIF Warrants (note 11)												$ 3,624,000	$ 4,570,000		$ 4,570,000	$ 1,548,000
Cash and cash equivalents (note 4)												31,975,000		$ 49,125,000	49,125,000	$ 6,392,000
Settlement of related party loans									$ 1,408,000
Payment of offering costs															260,000
Net proceeds from trust account and operating account		$ 19,000,000
Notes Payable, Noncurrent												$ 1,500,000		0	0
Notes Payable, Noncurrent, Related Party [Extensible Enumeration]												Related Party [Member]
Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Transaction costs								$ 14,319,936
Cash underwriting fee								4,600,000
Deferred Underwriting Fee								9,200,000						9,200,000	$ 9,200,000
Other offering costs								519,936						$ 519,936
Percent of fair market value of target businesses														80.00%
Percentage of ownership interest to be acquired														50.00%
Accrued interest								$ 230,000,000
Share price \| $ / shares												$ 10		$ 10	$ 10
Number of business days prior to business combination														2 days
Permitted Withdrawals percentage												5.00%		5.00%
Withdrawal of funds from Trust Account					$ 102,326	$ 140,482						$ 242,808		$ 0
Percentage of restriction on redemption of shares														15.00%	15.00%
Redemption percentage of shares if business combination not completed														100.00%
Maximum period to complete the business combination														24 months
Maximum number of business days for completion of redemption														10 days
Dissolution expense payable from interest earned on trust account														$ 100,000	$ 100,000
Cash and cash equivalents (note 4)												$ 1,889,472		749,812	749,812
Working capital deficit														748,063	$ 748,063
Payment of offering costs														$ 343,000
Notes Payable, Noncurrent, Related Party [Extensible Enumeration]												Related Party [Member]		Related Party [Member]	Related Party [Member]
Subsequent Events
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares called by each warrant \| shares		1
Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares called by each warrant \| shares		1
Accrued interest		$ 19,800,000
Class A ordinary shares exercised their redemption rights \| shares			21,075,896
Net proceeds from trust account and operating account		$ 19,000,000
Subsequent Events \| Redemption Prior To Fifth Anniversary Of Closing Date \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Redemption Price Percentage		150.00%
Subsequent Events \| Redemption following Fifth Anniversary Of Closing Date \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Redemption Price Percentage		100.00%
Subsequent Events \| General Fusion Inc \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price per unit issued \| $ / shares							$ 10.2
Number of warrants in a unit \| shares							1
Exercise price \| $ / shares							$ 12
Subordinate voting shares issued for ordinary shares		1
Aggregate net proceeds		$ 123,400,000
Minimum \| Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Redemption Price Percentage		100.00%
Sponsor \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Share price \| $ / shares														$ 10	$ 10
Exercise price per share \| $ / shares							$ 0.9
Sponsor \| Unsecured promissory note \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate principal amount										$ 250,000		$ 151,636		$ 151,636	$ 151,636
Founder shares \| Sponsor \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sponsor earnout shares \| shares							1,000,000
Transferred founder shares \| shares							1,250,000
Shares lock up period							6 months
Related Party Loans \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price \| $ / shares														$ 0.09	$ 0.09
Loans outstanding														$ 0	$ 0
Related Party Loans \| Maximum \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Settlement of related party loans												$ 1,500,000,000,000		$ 1,500,000
Working Capital Loan \| Sponsor \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Convertible working capital loans							$ 1,500,000
Convertible promissory note with related party \| Sponsor \| Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued \| shares	1,666,667			1,666,667
Number of shares called by each warrant \| shares	1			1
Convertible promissory note with related party \| Sponsor \| Maximum \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate principal amount																	$ 1,500,000
Convertible promissory note with related party \| Sponsor \| Maximum \| Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate principal amount	$ 1,500,000
Convertible promissory note with related party \| Sponsor, its Affiliates, or Certain of the Company's Directors and Officers \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price \| $ / shares												$ 0.9
Convertible promissory note with related party \| Sponsor, its Affiliates, or Certain of the Company's Directors and Officers \| Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price \| $ / shares		$ 0.9
Convertible promissory note with related party \| Sponsor, its Affiliates, or Certain of the Company's Directors and Officers \| Maximum \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Settlement of related party loans												$ 1,500,000
Private Placement Warrants \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued \| shares								7,046,111						7,046,111
Price per warrant issued \| $ / shares								$ 0.9
Proceeds from issuance of SIF Warrants (note 11)								$ 6,341,500
Private Placement Warrants \| Sponsor \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued \| shares								4,490,555
Public Warrants \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants in a unit \| shares												0.33		0.33	0.33
Exercise price \| $ / shares												$ 11.5		$ 11.5	$ 11.5
Class A ordinary shares \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit \| shares												1		1	1
Class A ordinary shares \| Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Class A ordinary shares exercised their redemption rights \| shares			21,075,896
Converted shares		1
Class A ordinary shares \| Private Placement Warrants \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares called by each warrant \| shares												1		1	1
Exercise price \| $ / shares												$ 11.5		$ 11.5	$ 11.5
Class A ordinary shares \| Public Warrants \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares called by each warrant \| shares												1		1	1			1
Exercise price \| $ / shares												$ 11.5		$ 11.5	$ 11.5
Class B common shares \| Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Converted shares		1
Class B common shares \| Founder shares \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares forfeited \| shares							1,000,000
Class B common shares \| Founder shares \| Sponsor \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Net proceeds										$ 25,000		$ 25,000		$ 25,000
IPO including over-allotment \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares								23,000,000
Price per unit issued \| $ / shares								$ 10
Gross proceeds								$ 230,000,000
Initial Public Offering \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum period to liquidate for trust accounts funds												24 months		24 months
Underwriters over-allotment option \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares								3,000,000
Underwriters over-allotment option \| Private Placement Warrants \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued \| shares								2,555,556
PIPE financing
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares											10,556,367
Price per unit issued \| $ / shares											$ 10.2
Number of shares in a unit \| shares											1
Number of warrants in a unit \| shares											1
Exercise price \| $ / shares											$ 12
PIPE financing \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares							10,556,367
Price per unit issued \| $ / shares							$ 10.2
Gross proceeds							$ 107,700,000
Number of shares in a unit \| shares							1
Number of warrants in a unit \| shares							1
Exercise price \| $ / shares							$ 12
PIPE financing \| Subsequent Events
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares											10,556,367
Price per unit issued \| $ / shares											$ 10.2
Gross proceeds		$ 107,675,000									$ 107,675,000
Number of shares in a unit \| shares											1
Number of warrants in a unit \| shares											1
Exercise price \| $ / shares											$ 12
Net proceeds		$ 104,375,000
PIPE financing \| Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares		10,556,367
Gross proceeds		$ 107,700,000
Net proceeds		104,400,000
Payment of offering costs		$ 3,300,000
PIPE financing \| PIPE warrants \| Subsequent Events \| Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price \| $ / shares		$ 12

Interim Condensed Consolidated Balance Sheets (Parenthetical)		6 Months Ended	12 Months Ended
	Aug. 06, 2025 shares	Jun. 30, 2026 $ / shares shares	Dec. 31, 2025 $ / shares shares	Dec. 31, 2024 $ / shares shares	Mar. 31, 2026 shares	Dec. 31, 2023 shares
Redeemable convertible preferred stock, authorized (in shares)			780,000,000	780,000,000
Temporary equity, shares issued (in shares)	180,827,421		189,817,561	18,082,742
Temporary equity, shares outstanding (in shares)	180,827,421		189,817,561	18,082,742		17,757,257
Common shares, authorized unlimited (in shares)		Unlimited	Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares			$ 0	$ 0
Common shares, issued (in shares)		13,324,608	13,290,803	1,316,702
Common shares, outstanding (in shares)		13,324,608	13,290,803	1,316,702
Reverse stock split conversion ratio	0.10	0.1	0.10	0.10
Nonredeemable Preferred Stock
Redeemable convertible preferred stock, authorized (in shares)		780,000,000	780,000,000
Temporary equity, shares issued (in shares)		189,817,561	189,817,561
Temporary equity, shares outstanding (in shares)		189,817,561	189,817,561
Class B common shares
Temporary equity, shares issued (in shares)		3,500,000	0
Temporary equity, shares outstanding (in shares)		3,500,000	0		3,500,000
Common shares, authorized unlimited (in shares)		Unlimited	Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares		$ 0	$ 0	$ 0
Common shares, issued (in shares)			0	0
Common shares, outstanding (in shares)			0	0

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Aug. 06, 2025

Jun. 30, 2026

USD ($)

^[1]

Jun. 30, 2025

USD ($)

Jun. 30, 2026

USD ($)

Jun. 30, 2025

USD ($)

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Interest expense

$ 22

$ 469

^[1]

$ 24

^[1]

$ 925

^[1]

$ 1,127

^[2]

$ 883

^[2]

Loss (gain) on the revaluation of convertible notes (note 9)

1,051

^[3]

(508)

^[3]

$ 22,036

^[4]

$ (5,939)

^[4]

Reverse stock split conversion ratio

0.10

0.1

0.10

Related party

Interest expense

436

855

$ 1,081

$ 816

Loss (gain) on the revaluation of convertible notes (note 9)

$ 989

$ 478

$ (20,729)

$ 5,587

[1]	Of the interest expense for the three month and six month periods ended June 30, 2025, $436 and $855 is attributable to related parties, respectively.
[2]	Of the Interest expense for the year ended December 31, 2025 and 2024, $1,081 and $816 is attributable to related parties, respectively.
[3]	Of the loss (gain) on the revaluation of convertible notes for the three month and six month periods ended June 30, 2025, ($989) and $478 is attributable to related parties, respectively.
[4]	Of the Loss (gain) on the revaluation of convertible notes for the year ended December 31, 2025 and 2024, ($20,729) and $5,587 is attributable to related parties, respectively.

SAFE liabilities (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SAFE liabilities

Schedule of activity of convertible notes



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

Total SAFE liabilities

SAFE liabilities

Schedule of activity of convertible notes



		SAFEs			SAFE Warrants			Total
Balance, January 1, 2025		$	—		$	—		$	—
Initial recognition			38,206			6,101			44,307
Finders’ fees SAFE Warrants			—			2,000			2,000
Change in fair value			5,084			5,049			10,133
Foreign currency translation			1,050			21			1,071
Balance, December 31, 2025		$	44,340		$	13,171		$	57,511
Issuance			172			28			200
Change in fair value			13,898			2,344			16,242
Foreign currency translation			(2,257)			(76)			(2,333)
Balance, June 30, 2026		$	56,153		$	15,467		$	71,620



			SAFE
	SAFEs		Warrants			Total
Balance, January 1, 2025	$	—	$	—		$	—
Initial recognition		38,206		6,101			44,307
Finders’ fees SAFE Warrants		—		2,000			2,000
Change in fair value		5,084		5,049			10,133
Foreign currency translation		1,050		21			1,071
Balance, December 31, 2025	$	44,340	$	13,171		$	57,511

SAFEs

SAFE liabilities

Schedule of assumptions used for calculation of convertible note



		June 30, 2026		December 31, 2025
SPAC probability		96	%	91	%
IPO probability		1.3	%	3	%
Change of control probability		1.3	%	3	%
Dissolution		1.3	%	3	%
Estimated time to conversion event (years)		0.10		0.75

The significant assumptions used in the initial and December 31, 2025 valuations of the SAFEs are set forth in the table below.



		Initial			December 31,
		recognition			2025
SPAC probability			50	%		91	%
IPO probability			22	%		3	%
Change of control probability			22	%		3	%
Dissolution			6	%		3	%
Estimated common share value at closing of a SPAC		$	3.11		$	2.21
Discount rate			34.53	%		34.53	%

SAFE Warrants

SAFE liabilities

Schedule of assumptions used for calculation of convertible note



		June 30, 2026			December 31, 2025
Fair value of common shares		$	1.65		$	1.28
Exercise price			1.975			1.997
Expected term			2.4 years			2.9 years
Expected volatility			120	%		135	%
Risk-free interest rate			4.06	%		3.49	%
Expected dividend		$	—		$	—



		Initial			December 31
		recognition			2025
Fair value of common shares		$	0.95		$	1.28
Weighted average expected term			3.00 years			2.9 years
Weighted average expected volatility			118	%		135	%
Weighted average risk-free interest rate			3.00	%		3.49	%
Expected dividend		$	nil		$	nil

Property and equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Property and equipment
Property and equipment, gross	$ 16,726	$ 16,952	$ 16,029
Accumulated depreciation and amortization	(11,690)	(10,528)	(7,751)
Property and equipment, net	5,036	6,424	8,278
Machinery and equipment
Property and equipment
Property and equipment, gross	2,395	2,200	1,827
Computers, software and hardware
Property and equipment
Property and equipment, gross	2,829	2,817	2,682
Leasehold improvements
Property and equipment
Property and equipment, gross	$ 11,502	$ 11,935	$ 11,520

- Definition

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Redeemable preferred shares (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Redeemable preferred shares

Schedule of issued and outstanding redeemable convertible preferred shares pre- and post-Rights Offering



		Class A		Class B		Class C		Class D		Class E		Class F		Total
Balance at December 31, 2024		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Issuances		—		—		—		—		—		—		—
Balance at August 6, 2025		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Balance post Rights Offering
Class A Series 1		7,558,992		—		—		—		—		—		7,558,992
Class A Series 2		—		6,737,332		—		—		—		—		6,737,332
Class A Series 3		—		—		1,886,380		—		—		—		1,886,380
Class A Series 4		—		—		—		3,003,862		—		—		3,003,862
Class A Series 5		—		—		—		—		32,857,618		—		32,857,618
Class A Series 6		—		—		—		—		3,872,438		—		3,872,438
Class A Series 7		—		—		—		—		—		93,637		93,637
New Class A Total														56,010,259
Converted to Common A shares		1,483,852		3,058,733		605,990		1,959,896		4,102,995		749,117		11,960,583

Summary of the Company's redeemable convertible preferred share features post Rights Offering


Features		Class A (Series 1-7)		Class B Series 1			Class B Series 2			Class B Series 3
Issued and outstanding		56,010,259			11,612,203			26,965,385			95,229,714
Convertible into		Class A Common shares			Class A Common shares			Class A Common shares			Class A Common shares
Conversion rate		1:1			1:1			1:1			1:1
Voting		Yes			Yes			Yes			Yes
Dividend		Only if paid on common shares. No fixed amount.			Only if paid on common shares. No fixed amount.			Only if paid on common shares. No fixed amount			Only if paid on common shares. No fixed amount
Redemption at option of holder		No			No			No			No
Liquidation/Deemed liquidation preference		1.0X			2.0X and participating			2.0X and participating			2.0X and participating
Original subscription price per share		Original subscription price		$	1.587		$	1.1903		$	0.00001
Redemption minimum approval requirement		2/3 vote			2/3 vote			2/3 vote			2/3 vote
Redemption amount		Greater of liquidation preference or fair value			Greater of liquidation preference or fair value			Greater of liquidation preference or fair value			Greater of liquidation preference or fair value



Features		Class A (Series 1-7)		Class B Series 1			Class B Series 2			Class B Series 3
Issued and outstanding		56,010,259			11,612,203			26,965,385			95,229,750
Convertible into		Class A Common shares			Class A Common shares			Class A Common shares			Class A Common shares
Conversion rate		1:1			1:1			1:1			1:1
Voting		Yes			Yes			Yes			Yes
Dividend		Only if paid on common			Only if paid on common			Only if paid on common			Only if paid on common
		shares. No fixed			shares. No fixed			shares. No fixed			shares. No fixed
		amount.			amount.			amount.			amount.
Redemption at option of holder		No			No			No			No
Liquidation/Deemed liquidation preference		1.0X			2.0X and participating			2.0X and participating			2.0X and participating
Original subscription price per share		Original subscription price		$	1.587		$	1.1903		$	0.00001

Redemption minimum approval requirement		2/3 vote			2/3 vote			2/3 vote			2/3 vote
Redemption amount		Greater of liquidation			Greater of liquidation			Greater of liquidation			Greater of liquidation
		preference or fair value			preference or fair value			preference or fair value			preference or fair value

- Definition

+ References + Details

SHAREHOLDERS' DEFICIT - Public warrants (Details)	Jun. 30, 2026 $ / shares Y	Dec. 31, 2025 USD ($) $ / shares Y	Nov. 30, 2025 $ / shares	Sep. 05, 2025 USD ($) $ / shares Y	Dec. 31, 2024 USD ($)
Common share capital
Warrant liability \| $		$ 1,067,000			$ 10,000
Share price
Common share capital
Warrants, measurement input	1.65	1.28	0.95
Expected volatility
Common share capital
Warrants, measurement input	120	135	1.18
Expected term (years)
Common share capital
Warrants, measurement input \| Y	2.4	2.9
Risk-free interest rate
Common share capital
Warrants, measurement input	4.06	3.49	0.03
Public Warrants \| Spring Valley Acquisition III
Common share capital
Warrant liability \| $				$ 1,855,333
Fair value per warrant				$ 0.24
Warrants and Rights Outstanding, Valuation Technique [Extensible Enumeration]				us-gaap:MonteCarloModelMember
Public Warrants \| Share price \| Spring Valley Acquisition III
Common share capital
Warrants, measurement input				9.92
Public Warrants \| Exercise price \| Spring Valley Acquisition III
Common share capital
Warrants, measurement input				11.5
Public Warrants \| Expected volatility \| Spring Valley Acquisition III
Common share capital
Warrants, measurement input				0.04
Public Warrants \| Expected term (years) \| Spring Valley Acquisition III
Common share capital
Warrants, measurement input \| Y				7.01
Public Warrants \| Risk-free interest rate \| Spring Valley Acquisition III
Common share capital
Warrants, measurement input				0.0373
Public Warrants \| Black-Scholes value \| Spring Valley Acquisition III
Common share capital
Warrants, measurement input				1.14
Public Warrants \| Pre-adjusted value per share \| Spring Valley Acquisition III
Common share capital
Warrants, measurement input				1.14
Public Warrants \| Implied market value adjustment \| Spring Valley Acquisition III
Common share capital
Warrants, measurement input				0.212

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended	10 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Jun. 30, 2026	Dec. 31, 2025
Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: Spring Valley Acquisition Corp. III (N/K/A General Fusion Group Ltd.) (the “Company” or “SVIII”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On January 19, 2026, 1573562 B.C. Ltd., a British Columbia limited company and a wholly-owned direct subsidiary of the Company, was formed. The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2026, the Company had not commenced any operations. All activity for the period from March 12, 2025 (inception) through June 30, 2026 related to the Company’s formation, the initial public offering (“Initial Public Offering”) described below and, subsequent to the Initial Public Offering, identifying a target for and negotiating and progressing toward completion of the Business Combination. The Company did not generate any operating revenues during the periods presented and generated non-operating income in the form of income earned on investments held in the trust account. On July 10, 2026, subsequent to the period covered by these condensed consolidated financial statements, the Company completed its Business Combination with General Fusion Inc. and was renamed General Fusion Group Ltd., as described below and in Note 11. Subsequent Events. The unaudited condensed consolidated financial statements as of and for the periods ended June 30, 2026 reflect the financial position, results of operations and cash flows of the Company prior to, and do not give effect to, the Business Combination. Initial Public Offering and Private Placement The Company’s Sponsor is Spring Valley Acquisition III Sponsor, LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on September 3, 2025. On September 5, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,046,111 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street”), the representative of the underwriters of the Initial Public Offering, at a price of $0.90 per warrant, generating gross proceeds of $6,341,500. Of those 7,046,111 Private Placement Warrants, the Sponsor purchased 4,490,555 Private Placement Warrants and the underwriters purchased 2,555,556 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $14,319,936, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee and $519,936 of other offering costs. NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: (continued) Trust Account Following the closing of the Initial Public Offering on September 5, 2025, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the private placement securities, was held in a trust account (“Trust Account”) and invested or held only in (i) U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. No later than 24 months after the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or such later time as provided for in any amendment to the Company’s Amended and Restated Memorandum and Articles of Association (an “Extension Period”), subject to applicable law, the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. Prior to the closing of a Business Combination, holders of the Class A ordinary shares sold in the Initial Public Offering (the “Public Shares”) were entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or for working capital requirements (such working capital withdrawals limited to up to 5% of the interest earned on the Trust Account) (“Permitted Withdrawals”), either (i) in connection with a shareholder vote to approve a Business Combination or (ii) upon the Company’s failure to complete a Business Combination within 24 months of the closing of the Initial Public Offering, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association. Accordingly, the Class A ordinary shares were recorded at redemption value and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In connection with the Business Combination, holders of 21,075,896 Class A ordinary shares exercised their redemption rights and the remaining balance of the Trust Account was released to the Company at the closing of the Business Combination. See Note 11 - Subsequent Events. During the six months ended June 30, 2026, the Company withdrew an aggregate of $242,808 from the Trust Account as Permitted Withdrawals for working capital purposes. Initial and amended Business Combination On January 21, 2026, the Company entered into a business combination agreement (as amended on May 12, 2026 and June 3, 2026, the “Business Combination Agreement”) with General Fusion Inc. (“General Fusion”) and 1573562 B.C. Ltd (“NewCo”), a wholly owned subsidiary of the Company incorporated under the laws of British Columbia. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination,” and the closing of the Business Combination is referred to herein as the “Closing.” On July 10, 2026 (the “Closing Date”), the Company completed the Business Combination. Pursuant to the Business Combination Agreement and the plan of arrangement approved under the applicable provisions of the Business Corporations Act (British Columbia) (the “BCBCA” and such plan, the “Plan of Arrangement”): (i) at least one business day prior to the Closing Date, the Company continued from the Cayman Islands to British Columbia (the “Continuation”); (ii) on the Closing Date, NewCo amalgamated with General Fusion (the “Amalgamation”), with the amalgamated company continuing under the name “General Fusion Inc.” as a wholly owned subsidiary of the Company; and (iii) in connection with the Closing, the Company changed its name to “General Fusion Group Ltd.” and adopted amended and restated articles (the “Restated Articles”). The Company following the Closing is referred to herein as “New General Fusion.” NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: (continued) In connection with the Continuation, each Class A ordinary and Class B ordinary share of SVIII issued and outstanding immediately prior thereto was converted into one Class A common share and one Class B common share of SVIII, respectively. At the Closing, (i) each Class A common share and each Class B common share of SVIII issued and outstanding was converted into one Subordinate Voting Share, and (ii) each SVIII warrant outstanding was exchanged for a warrant of New General Fusion to acquire a like number of Subordinate Voting Shares at the same per-share exercise price. Upon consummation of the Business Combination on July 10, 2026, all common shares of the Company then outstanding (including those converted from Class A ordinary shares and Class B ordinary shares) are referred to as “Subordinate Voting Shares” and the convertible preferred shares issued pursuant to the private investment in public entity financing are referred to as “Multiple Voting Shares.” The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP, with General Fusion identified as the accounting acquirer. Under this method of accounting, the Company is treated as the acquired company for financial reporting purposes, and the Business Combination is treated as the equivalent of General Fusion issuing shares for the net assets of the Company, accompanied by a recapitalization. Accordingly, the consolidated financial statements of New General Fusion for periods following the Closing will represent a continuation of the financial statements of General Fusion, with the net assets of the Company recorded at historical cost and no goodwill or other intangible assets recognized. The historical financial statements of General Fusion will become the historical financial statements of New General Fusion, and the Company’s historical financial statements, including these condensed consolidated financial statements, will not be the predecessor financial statements of the combined company. Following the closing of the Business Combination, on July 13, 2026, General Fusion Group Ltd. Subordinate Voting Shares and warrants began trading on the Nasdaq under the symbols “GFUZ” and “GFUZW”, respectively. Related Agreements Concurrently with the execution and delivery of the Business Combination Agreement, SVIII, General Fusion and the Sponsor entered into a letter agreement (the “Sponsor Letter”) pursuant to which, among other things (1) the Sponsor agreed to vote all Class B ordinary shares of SVIII (“Founder Shares”) held by it in favor of the Business Combination Agreement, the Business Combination and related proposals, (2) the Sponsor agreed that, at the Closing, it will forfeit 1,000,000 Founder Shares and, in connection therewith, SVIII agreed to issue to the Sponsor an aggregate of 1,000,000 earnout shares, (3) the Sponsor agreed to transfer, directly or constructively, an aggregate of 1,250,000 Founder Shares to certain investors in General Fusion’s most recent simple agreements for future equity financing round, and (4) the parties agreed that if SVIII obtains working capital loans from the Sponsor or an affiliate to finance transaction costs related to the Business Combination, up to $1,500,000 of such loans may be converted into warrants to purchase common shares for an exercise price of $0.90 per share, at the Sponsor’s option. On June 23, 2026, the Company issued an unsecured promissory note in the principal amount of up to $1,500,000 to the Sponsor, which may be drawn down from time to time (refer to note 5). Subsequent to period-end, the note was settled through the issuance to the Sponsor of 1,666,667 warrants, each exercisable for one Class A ordinary share on terms identical to the Private Placement Warrants, which, in connection with the Business Combination, were exchanged for warrants exercisable for a like number of Subordinate Voting Shares at the same per-share exercise price. Concurrently with the execution and delivery of the Business Combination Agreement, SVIII, General Fusion and certain of General Fusion’s securityholders entered into a Voting and Support Agreement (the “Support Agreement”) pursuant to which, among other things, each such securityholder agreed to support and vote in favor of the Plan of Arrangement. Pursuant to the terms of the Business Combination Agreement, contemporaneously with the Closing, New General Fusion, the Sponsor, and certain securityholders of General Fusion will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, (1) New General Fusion will agree to file, as soon as practicable (and in any event within 30 days) following the Closing Date, a registration statement covering the resale of certain Subordinate Voting Shares and other equity securities of New General Fusion held by the Sponsor and such other securityholders parties from time to time, (2) such holders of registrable securities will be granted certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement, and (3) the Registration Rights Agreement, dated as of September 3, 2025, between SVIII, the Sponsor and certain other parties will be amended, restated and terminated as of the Closing. NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: (continued) Also pursuant to the terms of the Business Combination Agreement, at the Closing, certain Company securityholders entered into a lock-up agreement (each, a “Lock-Up Agreement”), pursuant to which, among other things, each such securityholder agreed not to sell, for a period of 180 days following the Closing (subject to certain exceptions), the Subordinate Voting Shares held by such securityholder immediately after the effective time of the Business Combination, on the terms and subject to the conditions set forth in the Lock-Up Agreement. In addition, the Sponsor and the other parties to the letter agreement entered into by such parties with SVIII in connection with SVIII’s initial public offering will enter into an amendment to such letter agreement to change the lock-up period in such letter agreement to six months after the Closing Date. Private Investment in Public Entity In connection with the transactions contemplated by the Business Combination Agreement, on January 21, 2026, SVIII and General Fusion entered into separate subscription agreements (the “Subscription Agreements”) with the lead PIPE Investor and certain other investors (collectively, the “PIPE Investors”) for a private investment in public equity financing (the “PIPE Financing”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to purchase an aggregate of 10,556,367 units at a price of $10.20 per unit, for aggregate gross proceeds of approximately $107,700,000, with each unit comprising (i) one convertible preferred share of General Fusion having the rights, preferences and privileges set forth in the Restated Articles and (ii) one warrant exercisable for one Subordinate Voting Share at an exercise price of $12.00 per share (the “PIPE Warrants”). On July 10, 2026, the PIPE Financing was consummated on the Closing Date, prior to the Amalgamation. In connection with the Closing, pursuant to the Plan of Arrangement, the convertible preferred shares issued in the PIPE Financing were exchanged for an aggregate of 10,556,367 Multiple Voting Shares of New General Fusion, and the PIPE Investors received an equal number of PIPE Warrants, each exercisable for one Subordinate Voting Share at an exercise price of $12.00 per share. New General Fusion may redeem the Multiple Voting Shares at any time at a redemption price equal to a percentage of their accrued value (stated value plus accrued and unpaid dividends): 150% for redemptions prior to the first anniversary of the Closing Date, decreasing by 10 percentage points on each anniversary of the Closing Date thereafter, to a minimum of 100% from and after the fifth anniversary of the Closing Date. At any time following the fifth anniversary of the Closing Date, holders of Multiple Voting Shares may require New General Fusion to redeem their Multiple Voting Shares at 100% of their accrued value. In connection with the Closing, New General Fusion received aggregate net proceeds of approximately $123,400,000, consisting of (i) approximately $104,400,000 of net proceeds from the PIPE Financing (gross proceeds of approximately $107,700,000, less certain transaction costs of approximately $3,300,000) and (ii) approximately $19,000,000 from the Trust Account and SVIII’s operating account, comprising the balance of the Trust Account of approximately $19,800,000 (inclusive of accrued interest and after giving effect to the redemption of Class A ordinary shares in connection with the Business Combination), together with funds in SVIII’s operating account, less certain transaction costs paid at closing. Liquidity As of June 30, 2026, the Company had $1,889,472 in cash and cash equivalents held outside of the Trust Account. Prior to the completion of its initial business combination, the Company’s liquidity needs to date were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of the Founder Shares, and loan from the Sponsor of $151,636 under the IPO Note (as defined in Note 5) and the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance the transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team, or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1,500,000 may be converted at the lender’s option into warrants). NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: (continued) On June 23, 2026, the Company issued an unsecured promissory note in the principal amount of up to $1,500,000 to the Sponsor, in respect of a Working Capital Loan, which may be drawn down from time to time. The note bears no interest, is due on the earlier of (i) the date of consummation of the Business Combination or (ii) the date the Company winds up, and may be converted, at the Sponsor’s election, into warrants of the Company at a price of $0.90 per warrant. As of June 30, 2026, $1,500,000 was outstanding under this note. At Closing, the note was settled through the issuance to the Sponsor of 1,666,667 warrants, each exercisable for one Class A ordinary share on terms identical to the Private Placement Warrants, which, in connection with the Business Combination, were exchanged for warrants exercisable for a like number of Subordinate Voting Shares at the same per-share exercise price. On July 10, 2026, subsequent to the period covered by these financial statements, the Company consummated its Business Combination with General Fusion, pursuant to which the Company was renamed General Fusion Group Ltd. Concurrently with the Closing, the PIPE Financing closed, and the combined company received net proceeds of $104,375,000 reflecting gross proceeds of $107,675,000 less certain transaction costs. In addition, after giving effect to redemptions and the payment of certain transaction costs at closing, approximately $19,000,000 was retained by New General Fusion, consisting of the net balance of the Trust Account and the Company’s operating account. As a result of the completion of the Business Combination, the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been resolved. Management expects that the combined company’s existing cash resources, together with the proceeds received in connection with the Business Combination, will provide sufficient funds to carry out planned operations for at least one year from the date these financial statements are issued.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Spring Valley Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from March 12, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Spring Valley Acquisition III Sponsor, LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on September 3, 2025. On September 5, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,046,111 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street”), the representative of the underwriters of the Initial Public Offering, at a price of $0.90 per warrant, generating gross proceeds of $6,341,500. Of those 7,046,111 Private Placement Warrants, the Sponsor purchased 4,490,555 Private Placement Warrants and the underwriters purchased 2,555,556 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $14,319,936, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee and $519,936 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the Permitted Withdrawals (as defined below) and any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on September 5, 2025, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Securities, was held in a trust account (“Trust Account”) and invested or held only in (i) U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. No later than 24 months after the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or such later time as provided for in any amendment to the Company’s Amended and Restated Memorandum and Articles of Association (an “Extension Period”), subject to applicable law, the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or funds for working capital requirements (such withdrawals for working capital limited to up to 5% of the interest earned on the Trust Account) (“Permitted Withdrawals”). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s public warrants. The Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Initial Shareholders have agreed to (i) waive its redemption rights with respect to their private placement shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or such earlier liquidation date as the Company’s board of directors may approve, or during any Extension Period, subject to applicable law or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private placement shares if the Company fails to complete the initial Business Combination within the prescribed timeframe. In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial Business Combination. The Company has until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account (which interest shall be net of Permitted Withdrawals and up to $100,000 of interest to pay dissolution expenses) and not previously released to the Company to pay its taxes and Permitted Withdrawals, if any, divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares are entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn for Permitted Withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2025, the Company had $749,812 in cash and cash equivalents held outside of the Trust Account and a working capital surplus of $748,063. The Company’s liquidity needs to date were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 5), and loan from the Sponsor of $151,636 under the IPO Note (as defined in Note 5) and the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company repaid the IPO Note in full on September 5, 2025, and the facility is no longer available. In addition, in order to finance the transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team, or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). As of December 31, 2025, there was no Working Capital Loan outstanding. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. Management plans to address this uncertainty through a Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Furthermore, changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9. On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act. ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariffs on imports from foreign countries could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.	Significant accounting policies:

(a)

Use of estimates:

(b)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements not yet adopted:

3.Significant accounting policies:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

(b)

Cash and cash equivalents, and restricted cash:

Restricted cash includes cash that has been pledged as security and is not available for immediate disbursement.

3.Significant accounting policies: (continued)

(c)

Government assistance:

(d)

Property and equipment:



Machinery and equipment		3 - 5 years
Computers, software and hardware		2 - 3 years
Leasehold improvements		Shorter of the estimated
		lease term or useful life

(e)

Impairment of long-lived assets:

3.Significant accounting policies: (continued)

(f)

Leases:

(g)

Convertible notes:

(h)

Deferred income taxes:

3.Significant accounting policies: (continued)

(i)

Advertising:

(j)

Research and development costs:

(k)

Internal-use software:

(l)

Fair value of financial instruments:

(Level 1) - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

(Level 2) - Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and,

(Level 3) - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

3.Significant accounting policies: (continued)

(m)

Redeemable convertible preferred shares:

(n)

Redeemable convertible preferred shares warrants:

(o)

Common share warrants:

3.Significant accounting policies: (continued)

(p)

SIF contribution liability:

(q)

Foreign currency:

(r)

Share-based payments:

3.Significant accounting policies: (continued)

(s)

SAFE liabilities

(t)

Net loss per share:

For additional information on how the Company calculates net loss per share, refer to note 25.

(u)

Operating segments:

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is considered to be the Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The significant segment expenses reviewed by the CODM are consistent the presentation of expenses as shown in note 20, 21 and 22 within these consolidated financial statements.

The Company’s operations are carried on in the following geographic locations:



		As of December 31
Long-lived assets		2025			2024
Canada		$	9,379		$	11,590
United Kingdom			—			65
Total		$	9,379		$	11,655

3.Significant accounting policies: (continued)

(v)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements adopted:

(ii)

Accounting pronouncements not yet adopted:

Spring Valley Acquisition III

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

Principles of Consolidation

As described in Note 1, NewCo was formed on January 19, 2026 as a wholly-owned subsidiary of the Company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Fair Value of Financial Instruments

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Class A Ordinary Shares Subject to Possible Redemption



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025		232,669,164
Plus:
Remeasurement of carrying value to redemption value		1,944,194
Class A ordinary shares subject to possible redemption, March 31, 2026		234,613,358
Plus:
Remeasurement of carrying value to redemption value		1,973,142
Class A ordinary shares subject to possible redemption, June 30, 2026	$	236,586,500

Income Taxes

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Warrant Instruments

Net loss per Ordinary Share

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Investments Held in Trust Account

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. The Company has the right to withdraw funds for working capital limited to up to 5% of the interest earned on the Trust Account. As of December 31, 2025 the Company has $140,482 available for withdrawal and has not withdrawn any funds from the Trust Account for working capital. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025	$	232,669,164

Income Taxes

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

Warrant Instruments

Net Income per Ordinary Share

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
	Class A ordinary
	shares		Class B ordinary
	subject to		shares not
	possible		subject to
	redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	1,331,560	$	1,027,740
Denominator:
Basic weighted-average shares outstanding		9,153,061		7,064,626
Basic net income per ordinary share	$	0.15	$	0.15



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
			Non-
	Class A		Redeemable
	Redeemable		Class A and B
	Ordinary		Ordinary
	Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	1,313,380	$	1,045,920
Denominator:
Diluted weighted-average shares outstanding		9,153,061		7,289,116
Diluted net income per ordinary share	$	0.14	$	0.14

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Redeemable preferred shares (Details) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended	7 Months Ended	12 Months Ended
	Aug. 06, 2025 USD ($) $ / shares shares	Aug. 31, 2025 $ / shares	Jun. 30, 2026	Aug. 06, 2025 shares	Dec. 31, 2025 shares	Dec. 31, 2024
Redeemable preferred shares
Total proceeds from rights offering \| $	$ 18,428
Settlement of related party loans \| $	$ 1,408
Reverse stock split conversion ratio	0.10		0.1		0.10	0.10
Conversion ratio	0.01		0.01	0.01	0.01
Temporary equity shares issued					156,779,796
Number of shares converted to Common A shares				11,960,583
Class A common Shares
Redeemable preferred shares
Number of shares converted to Common A shares	11,960,583				11,960,583
New Class A
Redeemable preferred shares
Conversion ratio		0.01
Temporary equity shares issued	56,010,259
New Class A \| Related party
Redeemable preferred shares
Temporary equity shares issued	6,136,975
Class B Series 1 redeemable convertible preferred shares
Redeemable preferred shares
Conversion ratio		0.01
Temporary equity shares issued	11,612,203
Issue price per share \| $ / shares		$ 1.587
Class B Series 2 redeemable convertible preferred shares
Redeemable preferred shares
Conversion ratio		0.01
Temporary equity shares issued	12,010,362
Conversion discount, percentage	25.00%
Issue price per share \| $ / shares		$ 1.1903
Class B Series 3 redeemable convertible preferred shares
Redeemable preferred shares
Conversion ratio		0.01
Temporary equity shares issued	95,229,750
Number of shares issued for each share	12.542
Issue price per share \| $ / shares	$ 0.0001	$ 0.00001
Class B Series 3 redeemable convertible preferred shares \| Related party
Redeemable preferred shares
Temporary equity shares issued	50,414,582
Class F Series 1 redeemable convertible preferred shares
Redeemable preferred shares
Convertible preferred shares, exchange ratio	1.225			1.225

Income taxes

12 Months Ended

Dec. 31, 2025

Income taxes

Income taxes

17.

Income taxes:

(a)

The Company’s income tax provision differs from that calculated by applying the combined enacted Canadian federal and provincial statutory income tax rate of 27% for the year ended December 31, 2025 (2024 - 27%) as follows:



		Year ended December 31
		2025			2024
Income (loss) before income taxes:
Domestic			(32,205)			—
Foreign			909			—
Total		$	(31,296)		$	(57,775)
Statutory tax rate			27.0	%		27.0	%
Tax recovery		$	(8,450)		$	(15,599)
Increase (decrease) in income tax resulting from:
Non-deductible expenses and permanent differences:			—			1,045
Share-based compensation			2,565			—
SIF contribution liabilities			3,153			—
Change in fair value of SAFE liabilities			2,708			—
Change in fair value of Convertible Notes			(5,932)			—
Warrant consideration			520			—
Other			(241)			—
Adjustment for prior years			(59)			(140)
Tax rate differences – foreign & domestic			(12)			679
Non-refundable federal income tax credits			—			(22)
Impact of foreign exchange differentials and other			359			18
Changes in valuation allowance			5,463			14,014
Income tax (recovery) expense		$	74		$	(5)

(b)

The significant components of the deferred income tax assets, presented in long-term other assets on the consolidated balance sheets, are as follows:



		As of December 31
		2025			2024
Deferred income tax assets:
Net operating tax loss carry-forwards		$	54,356		$	47,884
Property and equipment and other			5,414			4,038
Research and development expenditures			13,846			13,205
Federal and provincial investment tax credits			7,487			7,140
Other			1,739			2,954
Total gross deferred income tax assets			82,842			75,221
Valuation allowance			(82,817)			(75,115)
Total deferred income tax assets		$	25		$	106

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is more likely than not. The ultimate realization of deferred income tax assets is dependent on the generation of sufficient taxable income during the future periods in which those temporary differences are expected to reverse. If the evidence does not exist that the deferred income tax assets will be fully realized, a valuation allowance has been provided.

17.

Income taxes: (continued)

(c)

The Company has non-capital loss-carry forwards to offset future taxable income that expire as follows:



				United
Non-capital loss carry forwards		Canada		Kingdom
2026		$	23	$	—
2027			245		—
2028			353		—
2029			786		—
2030			1,354		—
2031			1,872		—
2032			2,306		—
2033			2,406		—
2034			2,613		—
2035			2,459		—
2036			4,463		—
2037			5,500		—
2038			6,134		—
2039			7,447		—
2040			16,438		—
2041			15,405		—
2042			38,314		—
2043			30,289		—
2044			26,633		—
2045			15,740
Indefinite			—		22,182
		$	180,780	$	22,182

The Company’s pool of deductible Scientific Research & Experimental Development expenditures at December 31, 2025 was $51,300 (CAD 70,308), and $48,905 (CAD 70,308) at December 31, 2024. These expenditures are available to offset future taxable income and have no expiry date.

The Company has investment tax credits of approximately $9,433 (CAD 12,929) as of December 31, 2025, and $8,993 (CAD 12,929) as of December 31, 2024. The investment tax credits will expire between 2028 and 2041 and are available to be applied against future Canadian federal and provincial income taxes payable.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Financial instruments - Fair values (Details) - Level 3 - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Warrant liability
Financial instruments
Fair value of financial instrument			$ 10
SIF contribution liability
Financial instruments
Fair value of financial instrument	$ 87,417	$ 28,369	15,681
Share-based compensation
Financial instruments
Fair value of financial instrument	$ 22,477	15,545	6,889
Convertible notes
Financial instruments
Fair value of financial instrument			$ 21,412
SAFE liabilities
Financial instruments
Fair value of financial instrument		$ 57,511

COMMITMENTS (Details)			1 Months Ended	6 Months Ended	10 Months Ended
COMMITMENTS (Details)	Jan. 21, 2026 USD ($) $ / shares shares	Sep. 05, 2025 USD ($) $ / shares shares	Jan. 31, 2026 $ / shares shares	Jun. 30, 2026 USD ($) item shares	Dec. 31, 2025 USD ($) item shares
Private Investment in Public Equity Financing
COMMITMENTS
Number of units issued			10,556,367
Price per unit issued \| $ / shares			$ 10.2
Number of shares in a unit			1
Number of warrants in a unit			1
Exercise price \| $ / shares			$ 12
Spring Valley Acquisition III
COMMITMENTS
Maximum number of demands security holders entitled \| item				3	3
Cash underwriting fee \| $		$ 4,600,000
Deferred underwriting fee per unit \| $ / shares		$ 0.4
Deferred Underwriting Fee \| $		$ 9,200,000			$ 9,200,000
Subscription agreement \| $				$ 21,975,641
Spring Valley Acquisition III \| Sponsor
COMMITMENTS
Exercise price per share \| $ / shares	$ 0.9
Spring Valley Acquisition III \| Founder shares \| Sponsor
COMMITMENTS
Percentage of equity interest forfeited	15.00%
Sponsor earnout shares	1,000,000
Transferred founder shares	1,250,000
Shares lock up period	6 months
Spring Valley Acquisition III \| Working Capital Loan \| Sponsor
COMMITMENTS
Convertible working capital loans \| $	$ 1,500,000
Spring Valley Acquisition III \| Common Class B \| Founder shares
COMMITMENTS
Number of shares forfeited	1,000,000
Spring Valley Acquisition III \| Underwriters over-allotment option
COMMITMENTS
Over allotment period				45 days	45 days
Maximum number of additional units offered for purchase				3,000,000	3,000,000
Number of units issued		3,000,000
Spring Valley Acquisition III \| Private Investment in Public Equity Financing
COMMITMENTS
Number of units issued	10,556,367
Price per unit issued \| $ / shares	$ 10.2
Number of shares in a unit	1
Number of warrants in a unit	1
Exercise price \| $ / shares	$ 12
Spring Valley Acquisition III \| Private Placement Warrants \| Underwriters over-allotment option
COMMITMENTS
Percentage of equity interest forfeited	15.00%
Number of warrants forfeited	383,333

COMMITMENTS AND CONTINGENCIES

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

24.

Commitments and contingencies:

Indemnifications:

Spring Valley Acquisition III

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES:

Registration Rights

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $4,600,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering.

NOTE 6. COMMITMENTS AND CONTINGENCIES: (continued)

NOTE 6. COMMITMENTS

Registration Rights

The holders of the (i) Founder Shares, (ii) private placement warrants, which are issued in a private placement simultaneously with the closing of the Initial Public Offering, private placement warrants and the Class A ordinary shares underlying such private placement warrants and (iii) warrants that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities were entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $4,600,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5A

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Redeemable preferred shares

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.	Significant accounting policies:

(a)

Use of estimates:

(b)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements not yet adopted:

3.Significant accounting policies:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

(b)

Cash and cash equivalents, and restricted cash:

Restricted cash includes cash that has been pledged as security and is not available for immediate disbursement.

3.Significant accounting policies: (continued)

(c)

Government assistance:

(d)

Property and equipment:



Machinery and equipment		3 - 5 years
Computers, software and hardware		2 - 3 years
Leasehold improvements		Shorter of the estimated
		lease term or useful life

(e)

Impairment of long-lived assets:

3.Significant accounting policies: (continued)

(f)

Leases:

(g)

Convertible notes:

(h)

Deferred income taxes:

3.Significant accounting policies: (continued)

(i)

Advertising:

(j)

Research and development costs:

(k)

Internal-use software:

(l)

Fair value of financial instruments:

(Level 1) - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

(Level 2) - Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and,

(Level 3) - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

3.Significant accounting policies: (continued)

(m)

Redeemable convertible preferred shares:

(n)

Redeemable convertible preferred shares warrants:

(o)

Common share warrants:

3.Significant accounting policies: (continued)

(p)

SIF contribution liability:

(q)

Foreign currency:

(r)

Share-based payments:

3.Significant accounting policies: (continued)

(s)

SAFE liabilities

(t)

Net loss per share:

For additional information on how the Company calculates net loss per share, refer to note 25.

(u)

Operating segments:

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is considered to be the Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The significant segment expenses reviewed by the CODM are consistent the presentation of expenses as shown in note 20, 21 and 22 within these consolidated financial statements.

The Company’s operations are carried on in the following geographic locations:



		As of December 31
Long-lived assets		2025			2024
Canada		$	9,379		$	11,590
United Kingdom			—			65
Total		$	9,379		$	11,655

3.Significant accounting policies: (continued)

(v)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements adopted:

(ii)

Accounting pronouncements not yet adopted:

Spring Valley Acquisition III

Redeemable preferred shares

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

Principles of Consolidation

As described in Note 1, NewCo was formed on January 19, 2026 as a wholly-owned subsidiary of the Company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Fair Value of Financial Instruments

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Offering Costs

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Class A Ordinary Shares Subject to Possible Redemption



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025		232,669,164
Plus:
Remeasurement of carrying value to redemption value		1,944,194
Class A ordinary shares subject to possible redemption, March 31, 2026		234,613,358
Plus:
Remeasurement of carrying value to redemption value		1,973,142
Class A ordinary shares subject to possible redemption, June 30, 2026	$	236,586,500

Income Taxes

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Warrant Instruments

Net loss per Ordinary Share

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Investments Held in Trust Account

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. The Company has the right to withdraw funds for working capital limited to up to 5% of the interest earned on the Trust Account. As of December 31, 2025 the Company has $140,482 available for withdrawal and has not withdrawn any funds from the Trust Account for working capital. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025	$	232,669,164

Income Taxes

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

Warrant Instruments

Net Income per Ordinary Share

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
	Class A ordinary
	shares		Class B ordinary
	subject to		shares not
	possible		subject to
	redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	1,331,560	$	1,027,740
Denominator:
Basic weighted-average shares outstanding		9,153,061		7,064,626
Basic net income per ordinary share	$	0.15	$	0.15



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
			Non-
	Class A		Redeemable
	Redeemable		Class A and B
	Ordinary		Ordinary
	Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	1,313,380	$	1,045,920
Denominator:
Diluted weighted-average shares outstanding		9,153,061		7,289,116
Diluted net income per ordinary share	$	0.14	$	0.14

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments Held in Trust Account (Details) - Spring Valley Acquisition III - USD ($)	10 Months Ended
	Dec. 31, 2025	Jun. 30, 2026
Redeemable preferred shares
Investment maturity term	185 days
Maximum percentage of interest earned on the Trust Account	5.00%
Available amount for withdrawal from Trust Account	$ 140,482	$ 334,518
Withdrawal of funds from Trust Account	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Government assistance

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Government assistance

Government assistance

5.	Government assistance:

The following table contains a summary of government assistance recorded in the statement of operations.



	SIF (a)		Other		Total
Government assistance for the three months ended June 30, 2026	$	—	$	—	$	—
Government assistance for the three months ended June 30, 2025	$	801	$	—	$	—
Government assistance for the six months ended June 30, 2026	$	—	$	—	$	—
Government assistance for the six months ended June 30, 2025	$	5,907	$	14	$	5,921

(a)	Government of Canada Strategic Response Fund (“SRF” or “SIF”):

The Company entered into a contribution agreement with the SIF in 2019, which was subsequently amended in 2020, 2023, and January 2025 (as amended, the “SIF Contribution Agreement”), to fund a portion of certain eligible research and development expenditures. The January 2025 amendment extended the project completion date from June 30, 2024 to April 30, 2025, increased total allowable eligible costs from CAD 132,318 ($93,100) to CAD 138,550 ($97,500), and increased the contribution ratio from 41.02% to 50.0%.

As consideration for contributions received under the SIF Contribution Agreement, the Company is obligated to issue Class B non-voting common share purchase warrants (the “SIF Warrants”). Pursuant to the SIF Contribution Agreement, the SIF Warrants are issued annually within thirty days of March 31st. The number of SIF Warrants to be issued annually is based on a formula incorporating the Company’s most recent arm’s length qualified share issuance price, as defined in the SIF Contribution Agreement. The SIF Warrants are exercisable immediately upon issuance at a $nil exercise price per share.

In March 2026, the Company and SIF finalized a further amendment to the SIF Contribution Agreement (the “Amended and Restated SIF Contribution Agreement”), which extended the project completion date to March 31, 2026, and increased total allowable eligible costs from CAD 138,550 ($97,500) to CAD 148,550 ($104,550). As a result, total available funding to the Company increased by CAD $5.0 million (approximately $3.6 million). The project completion date represents the last date on which the Company may incur eligible costs under the agreement. The Amended and Restated SIF Contribution Agreement will expire five years after the project completion date (the “Term”), and certain of SIF’s contractual rights under the agreement will survive for an additional three years beyond the Term.

The Amended and Restated SIF Contribution Agreement governs the arrangement on a go-forward basis; SIF Warrants issued prior to the amendment remain outstanding on their existing terms.

5.	Government assistance (continued):

As consideration for the additional funding of CAD 5,000 (approximately $3,600) available to the Company under the Amended and Restated SIF Contribution Agreement, the Company agreed to issue Class B1 Preferred Shares warrants at a purchase price of $1.587 per warrant (the “Class B1 Warrants”). For each Class B1 warrant issued, the Company will also issue 12.542 Class B3 Preferred Shares warrants (the “Class B3 Warrants” and, together with the Class B1 Warrants, the “Preferred Share Warrants”). The Preferred Share Warrants are exercisable into Class B1 Preferred Shares and Class B3 Preferred Shares, respectively, for no additional consideration.

Under the terms of the Amended and Restated Contribution Agreement, the Company is subject to specific default clauses that could result in the Company being required to pay all or a portion of funding received under the agreement. As the resolution of certain default clauses is not solely within the Company’s control, the SIF Warrants and Preferred Share Warrants issued as part of the arrangement do not qualify for equity classification and are classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity.

Funds received under the agreement are recognized as a financial liability recorded at fair value and as government assistance. The portion of those funds related to the financial liability is equal to the fair value warrant liability when the cash is received and the remaining cash received is considered to be government assistance. The fair value of the financial liability is estimated using the Probability Weighted Expected Return Model (“PWERM”) that takes into account the value of the SIF Warrants and Preferred Share Warrants that is based on the underlying securities and the amount that would have to be repaid in the event of a default, including the probability of default. The financial liability is remeasured to is estimated fair value at each financial reporting date. Refer to note 11 for details on initial and subsequent measurement of the SIF contribution liability.

During the three and six months ended June 30, 2026, the Company exercised its contractual right to receive funding under the Amended and Restated SIF Contribution Agreement and received $3,624 (CAD 5,000), resulting in the issuance of 2,283,169 Class B1 Warrants and 28,635,504 Class B3 Warrants. As of June 30, 2026, SIF was considered a related party of the Company due to their representation on the Company’s Board of Directors.

As a result of funding received under the SIF Contribution Agreement during the three and six month periods ended June 30, 2026, $nil government assistance was recognized, as the funding received was fully attributed to the estimated fair value of the warrant consideration (three and six month periods ended June 30, 2025 - $801 and $5,921, respectively).

The cumulative amount contributed by SIF as of June 30, 2026 was $55,123 (CAD 74,275), with $51,499 (CAD 69,275) as of December 31, 2025.

The SIF Warrants and Preferred Share Warrants expire immediately prior to the occurrence of certain triggering events as defined in the SIF Contribution Agreement, which includes (a) sale, merger, amalgamation of the Company which results in current shareholders not owning a majority of the voting control; (b) sale of substantially all assets; or (c) public listing (each, a ‘Triggering Event’). Notwithstanding such expiry, if the consideration paid to the Company in connection with a Triggering Event is in the form of shares, the holder of the SIF Warrants and SIF Preferred Share Warrants is entitled to receive securities of the same class and type, and on the same terms and conditions, as those issued to other holders of the same class securities.

Subsequent to June 30, 2026, on July 10, 2026, with the closing of the BCA, all outstanding SIF Warrants and Preferred Share Warrants were exchanged for warrants to purchase Subordinate Voting Shares of General Fusion Group Ltd. at the exchange ratio prescribed in the BCA.

5.Government assistance

The following table contains a summary of government assistance recorded in the statement of operations.



		SIF^(a)			Other			Total
Government assistance for the year ended
December 31, 2024		$	2,548		$	132		$	2,680
Government assistance for the year ended
December 31, 2025		$	5,921		$	—		$	5,921

(a)

Government of Canada Strategic Innovation Fund (“SIF”):

The Company entered into a contribution agreement with SIF in 2019, which was subsequently amended in 2020 and 2023, to fund a portion of certain eligible research and development expenditures through June 30, 2024. In January 2025, the Company entered into the third amending agreement to the contribution agreement with SIF (as amended, the “SIF Contribution Agreement”), which extended the project completion date from June 30, 2024 to April 30, 2025, increased the total allowable eligible costs from CAD 132,318 ($96,550) to CAD 138,550 ($101,100), respectively, and increased the contribution ratio from 41.02% to 50.0%.

Under the SIF Contribution Agreement, the Company can receive up to CAD 69,275 ($50,550) based on incurring up to CAD 138,550 ($101,100) of eligible research and development expenditures. Funds from SIF are received over the course of the SIF Contribution Agreement term based on claims for actual costs incurred. The eligibility of claims is subject to final approval by SIF. The Company is obligated to issue Class B non-voting common share purchase warrants (the “SIF Warrants”) under the SIF Contribution Agreement as described below.

The SIF Contribution Agreement has certain obligations that the Company is required to meet including: a minimum investment of CAD 150 million ($109,450), creation and maintenance of research and development (“R&D”) jobs and the majority of R&D being performed in Canada, maintenance and development of collaborations with certain Canadian institutions, certain hiring and employee training initiatives and intellectual property strategies. In the event of a default, SIF has the right to suspend or terminate the SIF Contribution Agreement, and/or demand repayment of all or part of the funds paid. The Company is in compliance with all project obligations.

5.Government assistance: (continued)

The SIF Contribution Agreement is accounted for as a combination of a financing instrument in the form of an obligation to issue Class B non-voting common share purchase warrants (the “SIF Warrants”) and government assistance for the residual contribution.

Under the terms of the SIF Contribution Agreement, the Company is subject to specific default clauses that could result in the Company being required to pay all or a portion of funding received under the agreement. As the resolution of certain default clauses is not solely within the Company’s control, the SIF Warrants issued as part of the arrangement do not qualify for equity classification and are classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity.

Per the SIF Contribution Agreement, the SIF Warrants are legally issued annually and are required to be issued within thirty days of March 31st.

The number of SIF Warrants to be issued annually is based on a formula incorporating the Company’s most recent arm’s length qualified share issuance price, as defined in the SIF Contribution Agreement. The SIF Warrants are exercisable immediately upon issuance at a $nil exercise price per share. The SIF Warrants expire immediately prior to the occurrence of certain triggering events as defined in the SIF Contribution Agreement, which includes (a) sale, merger, amalgamation of the Company which results in current shareholders not owning a majority of the voting control; (b) sale of substantially all assets; or (c) public listing.

On committing to the SIF Contribution Agreement, the future obligation to issue SIF Warrants in exchange for a portion of the contribution of equal value was considered to have $nil value. Funds received under the agreement result in the recognition of a financial liability recorded at fair value and the recognition of government assistance. The portion of those funds related to the financial liability is equal to the fair value warrant liability when the cash is received and the remaining cash received is considered to be government assistance.

The fair value of the financial liability is estimated using the probability weighted expected return model that takes into account the value of the SIF warrants that is based on the underlying securities and the amount that would have to be repaid in the event of a default, including the probability of default. The financial liability is remeasured to is estimated fair value at each financial reporting date (refer to note 10).

The cumulative amount contributed by SIF as of December 31, 2025 was $51,499 (CAD 69,275), with $41,113 (CAD – 54,275) as of December 31, 2024. As a result of funding received under the SIF Contribution Agreement during the year ended December 31, 2025, the Company recognized a financial liability to SIF of $4,570 (refer to note 10).

As part of the Company’s August 2025 Rights Offering, the Company also received an additional commitment of CAD 5,000 ($3,650) to be funded upon completion of a new amendment to the SIF Contribution Agreement. As of December 31, 2025, no amendment to the SIF Contribution Agreement had been finalized. Subsequent to December 31, 2025, in March 2026, the Company and SIF finalized the amendment to the SIF Contribution Agreement (the “Amended and Restated SIF Contribution Agreement”). As prescribed in the Amended and Restated SIF Contribution Agreement, the project completion date was extended to March 31, 2026 and SIF will increase eligible funding to CAD 74,275 ($53,350). The project completion date represents the date to which the Company can incur eligible costs under the agreement. The Amended and Restated SIF Contribution Agreement will expire five years after the project completion date, and SIF will retain certain contractual rights prescribed under the agreement for an additional three years beyond the term of the agreement. The Company has received CAD 3,914 ($2,857) of the additional funding available per the Amended and Restated SIF Contribution Agreement.

As consideration for the additional funding, the Company will issue Class B1 Preferred Shares warrants at a purchase price of $1.587 per warrant. For each Class B1 warrant issued, the Company will also issue 12.542 Class B3 Preferred Shares warrants. Both warrant classes are exercisable into Class B1 and Class B3 preferred shares, respectively, for no additional consideration.

Redeemable preferred shares (Details) $ / shares in Units, $ in Thousands, $ in Thousands		1 Months Ended	6 Months Ended	7 Months Ended	12 Months Ended
	Aug. 06, 2025 USD ($) $ / shares shares	Aug. 31, 2025 $ / shares	Jun. 30, 2026	Aug. 06, 2025 USD ($) shares	Dec. 31, 2025 USD ($) shares	Dec. 31, 2024	Aug. 06, 2025 CAD ($)
Redeemable preferred shares
Total proceeds from rights offering \| $	$ 18,428
Settlement of related party loans \| $	1,408
Additional commitment	3,572			$ 3,572			$ 5,000
Total estimated proceeds \| $	$ 22,000
Reverse stock split conversion ratio	0.10		0.1		0.10	0.10
Conversion ratio	0.01		0.01	0.01	0.01		0.01
Temporary equity shares issued \| shares					156,779,796
Number of shares converted to Common A shares \| shares				11,960,583
Threshold gross proceeds \| $	$ 60,000
Extinguishment of preferred shares (note 12) \| $					$ 148
Rights Offering deemed dividends (note 12) \| $					$ 459
Redemption approval requirement percentage	0.67%
Minimum
Redeemable preferred shares
Threshold gross proceeds \| $	$ 60,000
Unrestricted cash to trigger conversion \| $	$ 60,000
Redemption approval requirement percentage	0.67%
Class A common Shares
Redeemable preferred shares
Number of shares converted to Common A shares \| shares	11,960,583				11,960,583
New Class A
Redeemable preferred shares
Conversion ratio		0.01
Temporary equity shares issued \| shares	56,010,259
Redemption approval requirement percentage		0.667%
New Class A \| Related party
Redeemable preferred shares
Temporary equity shares issued \| shares	6,136,975
Class B Series 1 redeemable convertible preferred shares
Redeemable preferred shares
Conversion ratio		0.01
Temporary equity shares issued \| shares	11,612,203
Issue price per share \| $ / shares		$ 1.587
Redemption approval requirement percentage		0.667%
Class B Series 2 redeemable convertible preferred shares
Redeemable preferred shares
Conversion ratio		0.01
Temporary equity shares issued \| shares	12,010,362
Conversion discount, percentage	25.00%
Issue price per share \| $ / shares		$ 1.1903
Redemption approval requirement percentage		0.667%
Class B Series 3 redeemable convertible preferred shares
Redeemable preferred shares
Conversion ratio		0.01
Temporary equity shares issued \| shares	95,229,750
Number of shares issued for each share \| shares	12.542
Issue price per share \| $ / shares	$ 0.0001	$ 0.00001
Redemption approval requirement percentage		0.667%
Class B Series 3 redeemable convertible preferred shares \| Related party
Redeemable preferred shares
Temporary equity shares issued \| shares	50,414,582
Class F Series 1 redeemable convertible preferred shares
Redeemable preferred shares
Convertible preferred shares, exchange ratio	1.225			1.225			1.225
Cumulative dividend accrual percentage	15.00%
Extinguishment of preferred shares (note 12) \| $	$ 137
Rights Offering deemed dividends (note 12) \| $	$ 459

Government assistance

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Government assistance

Government assistance

5.	Government assistance:

The following table contains a summary of government assistance recorded in the statement of operations.



	SIF (a)		Other		Total
Government assistance for the three months ended June 30, 2026	$	—	$	—	$	—
Government assistance for the three months ended June 30, 2025	$	801	$	—	$	—
Government assistance for the six months ended June 30, 2026	$	—	$	—	$	—
Government assistance for the six months ended June 30, 2025	$	5,907	$	14	$	5,921

(a)	Government of Canada Strategic Response Fund (“SRF” or “SIF”):

The Amended and Restated SIF Contribution Agreement governs the arrangement on a go-forward basis; SIF Warrants issued prior to the amendment remain outstanding on their existing terms.

5.	Government assistance (continued):

The cumulative amount contributed by SIF as of June 30, 2026 was $55,123 (CAD 74,275), with $51,499 (CAD 69,275) as of December 31, 2025.

5.Government assistance

The following table contains a summary of government assistance recorded in the statement of operations.



		SIF^(a)			Other			Total
Government assistance for the year ended
December 31, 2024		$	2,548		$	132		$	2,680
Government assistance for the year ended
December 31, 2025		$	5,921		$	—		$	5,921

(a)

Government of Canada Strategic Innovation Fund (“SIF”):

5.Government assistance: (continued)

Per the SIF Contribution Agreement, the SIF Warrants are legally issued annually and are required to be issued within thirty days of March 31st.

RELATED PARTY TRANSACTIONS

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

15.

Related party loans:

Spring Valley Acquisition III

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS:

Founder Shares

On March 28, 2025, the Sponsor and independent directors (“Initial Shareholders”) paid $25,000 to cover the Company’s offering and formation costs in exchange for 5,750,000 Founder Shares issued to the Initial Shareholders. On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of the independent directors transferred 13,333 Founder Shares to the Sponsor for an amount of $43.48. As a result, the Sponsor currently holds 7,546,667 Founder Shares, and each of the independent directors currently holds 40,000 Founder Shares for an aggregate of 7,666,667 Founder Shares. All share and per share data has been retrospectively presented.

The Founder Shares include an aggregate of up to 1,000,000 shares that were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On September 5, 2025, the underwriters exercised their over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,000,000 Founder Shares are no longer subject to forfeiture by the Sponsor.

The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On January 21, 2026, the sponsor agreed to forfeit 15% of its Founder Shares of the Company simultaneously and in connection with the consummation of the Company’s Business Combination with General Fusion.

Promissory Note — Related Party

On March 28, 2025, the Company issued an unsecured promissory note to the Sponsor (“IPO Note”), pursuant to which the Company was able to borrow up to an aggregate principal amount of $250,000. The IPO Note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering. The borrowings of $151,636 under the IPO Note were paid simultaneously with the closing of the Initial Public Offering. Borrowings under the IPO Note are no longer available.

Convertible Promissory Note — Related Party

In order to finance transaction costs in connection with a Business Combination, the Sponsor, its affiliates, or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Working Capital Loans would be repaid out of the proceeds of the Trust Account released to the Company; otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account, and no proceeds held in the Trust Account would be used for such repayment. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $0.90 per warrant.

NOTE 5. RELATED PARTY TRANSACTIONS: (continued)

On June 23, 2026, pursuant to the foregoing arrangement, the Company issued an unsecured convertible promissory note (the “Note”) to the Sponsor in the principal amount of up to $1,500,000, which could be drawn down from time to time upon request by the Company prior to the Maturity Date (as defined below). The Note bears no interest, is due on the earlier of (i) the date of consummation of the Business Combination or (ii) the date the Company winds up (the “Maturity Date”). Upon consummation of a Business Combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Note into that number of warrants equal to the principal amount being converted divided by $0.90, rounded up to the nearest whole warrant (“Working Capital Warrants”). The terms of the Working Capital Warrants are identical to the terms of the Private Placement Warrants, including the transfer restrictions applicable thereto. The Note is subject to customary events of default, certain of which would automatically cause the unpaid principal balance and all other amounts payable under the Note to become immediately due and payable. As of June 30, 2026 and December 31, 2025, the outstanding balance under the Note was $1,500,000 and $0, respectively, presented as convertible promissory note - related party on the accompanying unaudited condensed consolidated balance sheets.

Subsequent to period-end, the note was settled through the issuance to the Sponsor of 1,666,667 warrants, each exercisable for one Class A ordinary share on terms identical to the Private Placement Warrants, which, in connection with the Business Combination, were exchanged for warrants exercisable for a like number of Subordinate Voting Shares at the same per-share exercise price.

Administrative Services Agreement

Commencing on September 3, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $30,000 per month for office space and administrative support. The Company incurred and paid $90,000 and $180,000, respectively, in such fees included as general and administrative expenses on the accompanying statement of operations for the three and six months ended June 30, 2026. The Company did not incur any fees for these services for the three months ended June 30, 2025 and for the period from March 12, 2025 (inception) through June 30, 2025.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On March 28, 2025, the Sponsor and independent directors (“Initial Shareholders”) paid $25,000 to cover the Company’s offering and formation costs in exchange for 5,750,000 Class B ordinary shares (the “Founder Shares”) issued to the Initial Shareholders. On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of the independent directors transferred 13,333 Founder Shares to the Sponsor for an amount of $43.48. As a result, the Sponsor currently holds 7,546,667 Founder Shares, and each of the independent directors currently holds 40,000 Founder Shares for an aggregate of 7,666,667 Founder Shares. All share and per share data has been retrospectively presented.

Promissory Note — Related Party

IPO Note were paid simultaneously with the closing of the Initial Public Offering. Borrowings under the IPO Note are no longer available.

Administrative Services Agreement

Commencing on September 3, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $30,000 per month for office space and administrative support. The Company incurred $120,000 in such fees included as general and administrative expenses on the accompanying statement of operations for the period from March 12, 2025 (inception) through December 31, 2025.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $0.09 per warrant. As of December 31, 2025, there are no Working Capital Loans outstanding.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Ordinary Share (Details) - USD ($)

3 Months Ended

4 Months Ended

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Dec. 31, 2025

Dec. 31, 2024

Basic net income per share:

Allocation of net income

$ 83,692,000

$ 4,022,000

$ 122,504,000

$ 11,404,000

$ (33,523,000)

$ (61,154,000)

Weighted average number of shares outstanding, basic (in shares)

14,440,768

^[1]

1,317,732

^[1]

14,435,062

^[1]

1,317,220

^[1]

6,169,127

^[2]

1,307,771

^[2]

Net loss per share attributable to common shareholders, basic (in dollars per share)

$ 5.8

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Diluted net income per share:

Allocation of net income

$ 83,692,000

$ 4,022,000

$ 122,504,000

$ 11,404,000

$ 33,523,000

$ 61,154,000

Weighted average number of shares outstanding, diluted (in shares)

14,440,768

^[1]

1,317,732

^[1]

14,435,062

^[1]

1,317,220

^[1]

6,169,127

^[2]

1,307,771

^[2]

Net loss per share attributable to common shareholders, diluted (in dollars per share)

$ 5.80

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Spring Valley Acquisition III | Class A ordinary shares subject to possible redemption

Basic net income per share:

Allocation of net income

$ 1,331,560

Weighted average number of shares outstanding, basic (in shares)

23,000,000

9,153,061

Net loss per share attributable to common shareholders, basic (in dollars per share)

$ (0.21)

$ (0.6)

$ 0.15

Diluted net income per share:

Allocation of net income

$ 1,313,380

Weighted average number of shares outstanding, diluted (in shares)

23,000,000

9,153,061

Net loss per share attributable to common shareholders, diluted (in dollars per share)

$ (0.21)

$ (0.6)

$ 0.14

Spring Valley Acquisition III | Class B common shares

Basic net income per share:

Allocation of net income

$ 1,027,740

Weighted average number of shares outstanding, basic (in shares)

7,666,667

^[3],[4]

6,666,667

^[3],[4]

6,666,667

^[3],[4]

7,666,667

^[3],[4]

7,064,626

Net loss per share attributable to common shareholders, basic (in dollars per share)

$ (0.21)

$ 0

$ (0.6)

$ 0.15

Diluted net income per share:

Allocation of net income

$ 1,045,920

Weighted average number of shares outstanding, diluted (in shares)

7,666,667

6,666,667

7,666,667

7,289,116

Net loss per share attributable to common shareholders, diluted (in dollars per share)

$ (0.21)

$ 0

$ (0.6)

$ 0.14

[1]	The weighted average shares outstanding for the three month and six month period ended June 30, 2025, has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.
[2]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.
[3]	Excludes an aggregate of 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters. On September 5, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 5).
[4]	On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of the independent directors transferred 13,333 Founder Shares to the Sponsor for an amount of $43.48. As a result, the Sponsor currently holds 7,546,667 Founder Shares, and each of the independent directors currently holds 40,000 Founder Shares for an aggregate of 7,666,667 Founder Shares. All share and per share data has been retroactively restated (Note 5).

Common share capital (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended			6 Months Ended	7 Months Ended	12 Months Ended
Common share capital (Details) - USD ($) $ in Thousands	Aug. 06, 2025	Jan. 31, 2026	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025	Jun. 30, 2026	Aug. 06, 2025	Dec. 31, 2025	Dec. 31, 2024
Common share capital
Beginning balance (in shares)		13,290,803		13,290,803		13,290,803	1,316,702	1,316,702
Beginning balance		$ (173,804)	$ (211,625)	$ (173,804)	$ (291,808)	$ (173,804)	$ (284,088)	$ (284,088)	$ (220,726)
Shares issued on exercise of options			$ 14		2			4	$ 4
Rights Offering Share Organization (in shares)							11,960,583
Rights Offering Share Organization								148,122
Transfer of historical share issuance costs due to share reorganization								(4,024)
Rights Offering deemed dividends								$ (459)
Ending balance (in shares)			13,324,608			13,324,608		13,290,803	1,316,702
Ending balance			$ (292,626)	$ (211,625)	$ (298,122)	$ (292,626)		$ (173,804)	$ (284,088)
Common Shares
Common share capital
Beginning balance (in shares)		13,290,803	13,306,419	13,290,803	1,316,702	13,290,803	1,316,702	1,316,702
Beginning balance		$ 146,525	$ 146,567	$ 146,525	$ 2,407	$ 146,525	$ 2,407	$ 2,407
Shares issued on exercise of options (in shares)			18,189	15,616	2,190
Shares issued on exercise of options			$ 42	$ 42	$ 6
Ending balance (in shares)			13,324,608	13,306,419	1,318,892	13,324,608		13,290,803	1,316,702
Ending balance			$ 146,609	$ 146,567	$ 2,413	$ 146,609		$ 146,525	$ 2,407
Class A common Shares
Common share capital
Rights Offering Share Organization (in shares)	11,960,583							11,960,583
Transfer of historical share issuance costs due to share reorganization								$ (4,024)
Class A common Shares \| Common Shares
Common share capital
Beginning balance (in shares)		13,290,803		13,290,803		13,290,803	1,316,702	1,316,702	1,302,453
Beginning balance		$ 146,525		$ 146,525		$ 146,525	$ 2,407	$ 2,407	$ 2,364
Shares issued on exercise of options (in shares)						33,805		13,518	14,249
Shares issued on exercise of options						$ 84		$ 8	$ 43
Rights Offering Share Organization (in shares)								11,960,583
Rights Offering Share Organization								$ 148,122
Transfer of historical share issuance costs due to share reorganization								$ (4,024)
Rights Offering deemed dividends (in shares)								11
Rights Offering deemed dividends								$ 11
Ending balance (in shares)								13,290,803	1,316,702
Ending balance								$ 146,525	$ 2,407
Ending balance (in shares)			16,824,608			16,824,608
Ending balance			$ 172,915			$ 172,915
Class B common shares
Common share capital
Beginning balance (in shares)		0		0		0	0	0
Shares issued in connection with PIPE financing (in shares)						3,500,000
Shares issued in connection with PIPE financing		$ 25,956		$ 26,306
Ending balance (in shares)								0	0
Class B common shares \| Common Shares
Common share capital
Shares issued in connection with PIPE financing (in shares)						3,500,000
Shares issued in connection with PIPE financing						$ 26,306

Basic and diluted net loss per share (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Aug. 06, 2025

Jun. 30, 2026

USD ($)

$ / shares

Jun. 30, 2025

USD ($)

$ / shares

Jun. 30, 2026

USD ($)

$ / shares

Jun. 30, 2025

USD ($)

$ / shares

Dec. 31, 2025

USD ($)

$ / shares

Dec. 31, 2024

USD ($)

$ / shares

Basic and diluted net loss per share

Net loss for the year

$ (83,692)

$ (4,022)

$ (122,504)

$ (9,710)

$ (31,370)

$ (57,770)

F1 preferred shares deemed dividend

1,694

3,384

Loss attributable to common shareholders, basic

83,692

4,022

122,504

11,404

(33,523)

(61,154)

Loss attributable to common shareholders, diluted

$ 83,692

$ 4,022

$ 122,504

$ 11,404

$ 33,523

$ 61,154

Weighted average number of shares outstanding, basic (in shares) | shares

14,440,768

^[1]

1,317,732

^[1]

14,435,062

^[1]

1,317,220

^[1]

6,169,127

^[2]

1,307,771

^[2]

Weighted average number of shares outstanding, diluted (in shares) | shares

14,440,768

^[1]

1,317,732

^[1]

14,435,062

^[1]

1,317,220

^[1]

6,169,127

^[2]

1,307,771

^[2]

Net loss per share attributable to common shareholders, basic (in dollars per share) | $ / shares

$ 5.8

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Net loss per share attributable to common shareholders, diluted (in dollars per share) | $ / shares

$ 5.80

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Reverse stock split conversion ratio

0.10

0.1

0.10

Temporary equity have been excluded from the weighted average common shares | shares

3,500,000

[1]	The weighted average shares outstanding for the three month and six month period ended June 30, 2025, has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.
[2]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)

Jun. 30, 2026

Mar. 31, 2026

Jan. 31, 2026

Dec. 31, 2025

Sep. 05, 2025

Jun. 30, 2025

Mar. 31, 2025

Mar. 11, 2025

Dec. 31, 2024

Dec. 31, 2023

Current assets

Cash and cash equivalents (note 4)

$ 31,975,000

$ 49,125,000

$ 6,392,000

Due from Sponsor

277,000

315,000

198,000

Total current assets

61,516,000

51,015,000

7,298,000

Total assets

69,295,000

60,394,000

18,994,000

Current liabilities

Total current liabilities

170,843,000

78,296,000

46,662,000

Total liabilities

212,662,000

111,245,000

57,961,000

Redeemable shares

122,953,000

^[1]

245,121,000

^[1]

$ 237,671,000

Shareholders' (Deficit) Equity

Common shares, unlimited voting and non-voting shares authorized without par value, 13,324,608 shares issued and outstanding (2025 - 13,290,803) (note 15)

146,609,000

146,525,000

^[1]

2,407,000

^[1]

Additional paid-in capital

18,586,000

18,327,000

15,920,000

Accumulated deficit

(454,456,000)

(331,952,000)

(298,566,000)

Total shareholders' deficiency

(292,626,000)

$ (211,625,000)

(173,804,000)

$ (298,122,000)

$ (291,808,000)

(284,088,000)

$ (220,726,000)

Total liabilities, redeemable convertible preferred shares and shareholders' deficiency

69,295,000

60,394,000

$ 18,994,000

Class B common shares

Current liabilities

Redeemable shares

26,306,000

$ 26,306,000

Spring Valley Acquisition III

Current assets

Cash and cash equivalents (note 4)

1,889,472

749,812

Prepaid expenses

183,337

100,885

Total current assets

2,072,809

850,697

Long-term prepaid insurance

7,720

48,155

Investments held in Trust Account

236,690,350

232,809,646

Total assets

238,770,879

233,708,498

Current liabilities

Accrued offering costs

75,000

Accrued expenses

36,500

27,134

Advance from related party

$ 500

Other Liability, Current, Related Party [Extensible Enumeration]

Related Party [Member]

Total current liabilities

$ 32,787,641

$ 102,634

Subscription agreement liability

21,975,641

Deferred Underwriting Fee

9,200,000

$ 9,200,000

Total liabilities

32,787,641

9,302,634

Commitments and Contingencies (Note 6)

Shareholders' (Deficit) Equity

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Accumulated deficit

(30,604,029)

(8,264,067)

Total shareholders' deficiency

(30,603,262)

(22,198,027)

(8,263,300)

$ 8,380

$ 25,000

$ 0

Total liabilities, redeemable convertible preferred shares and shareholders' deficiency

238,770,879

233,708,498

Spring Valley Acquisition III | Class A ordinary shares subject to possible redemption

Current liabilities

Redeemable shares

236,586,500

$ 234,613,358

232,669,164

Shareholders' (Deficit) Equity

Common shares, unlimited voting and non-voting shares authorized without par value, 13,324,608 shares issued and outstanding (2025 - 13,290,803) (note 15)

236,586,500

232,669,164

Spring Valley Acquisition III | Class B common shares

Shareholders' (Deficit) Equity

Common shares, unlimited voting and non-voting shares authorized without par value, 13,324,608 shares issued and outstanding (2025 - 13,290,803) (note 15)

$ 767

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Cash and cash equivalents and restricted cash - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Cash and cash equivalents and restricted cash
Deposits served as collateral	$ 305	$ 316	$ 169
Restricted cash held in third party trust account		$ 351

SHAREHOLDERS' DEFICIT

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Common share capital

SHAREHOLDERS' DEFICIT

15.

Common share capital:

(a)

Authorized:

Unlimited Class A common shares without par value

Unlimited Class B non-voting common shares without par value

(b)

Issued:



		Common Shares
		Number	Amount
Balance, December 31, 2024		1,316,702	$	2,407
Shares issued on exercise of options		13,518		8
Rights Offering share organization		11,960,583		148,122
Transfer of historical share issuance costs due to share reorganization		—		(4,024)
Rights Offering deemed dividends		—		11
Balance, December 31, 2025		13,290,803		146,525
Shares issued on exercise of options		33,805		84
Shares issued in connection with PIPE financing		3,500,000		26,306
Balance, June 30, 2026		16,824,608	$	172,915

(1)	The number of outstanding shares as of December 31, 2024 and shares issued prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details.

13.Common share capital:

(a)

Authorized:

Unlimited Class A common shares without par value

Unlimited Class B non-voting common shares without par value

(b)

Issued:



		Class A Common Shares
		Number		Amount
Balance, January 1, 2024		1,302,453		$	2,364
Shares issued on exercise of options		14,249			43
Balance, December 31, 2024		1,316,702			2,407
Shares issued on exercise of options		13,518			8
Rights Offering Share Organization		11,960,583			148,122
Transfer of historical share issuance costs due to share reorganization		—			4,024
Rights Offering Deemed Dividends		11
Balance, December 31, 2025		13,290,803		$	146,525

(1)

Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

At December 31, 2025, nil Class B common shares were issued and outstanding (2024 - nil).

(c)

Share purchase warrants:

Spring Valley Acquisition III

Common share capital

SHAREHOLDERS' DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT:

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Pursuant to the Initial Public Offering on September 5, 2025, the Company sold 23,000,000 Units, including 3,000,000 Units for the full close of the underwriter’s over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable public warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

At June 30, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding the 23,000,000 shares subject to possible redemption.

Simultaneously with the closing of the Initial Public Offering on September 5, 2025, the Sponsor purchased 4,490,555 Private Placement Warrants at a price of $0.90 per warrant, generating gross proceeds of $4,041,500 in the aggregate. The underwriters have used a portion of their underwriting discount and commission and purchased an aggregate of 2,555,556 Private Placement Warrants at a price of $0.90 per warrant, generating gross proceeds of $2,300,000 in the aggregate.

Each whole public warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the private placement securities were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the required time period, the proceeds from the sale of the private placement securities held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants expire worthless.

At June 30, 2026 and December 31, 2025, there were 7,666,667 Class B ordinary shares issued and outstanding. the 1,000,000 Founder Shares previously subject to forfeiture are no longer subject to forfeiture following the full exercise of the over-allotment option.

NOTE 7. SHAREHOLDERS’ DEFICIT: (continued)

Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

Warrants — As of June 30, 2026 and December 31, 2025, there were 14,712,778 Warrants outstanding, including 7,666,667 of Public Warrants and 7,046,111 of Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire seven years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the public warrants on a cashless basis. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

NOTE 7. SHAREHOLDERS’ DEFICIT: (continued)

If the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise his, her or its warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. The Company has established the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price as well as the $11.50 Public Warrant exercise price after the redemption notice is issued.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to either of the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the public warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants were identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.



	September 5, 2025
Underlying stock price	$	9.92
Exercise price	$	11.50
Volatility		4.0	%
Remaining term (years)		7.01
Risk-free rate		3.73	%
Black-Scholes value	$	1.14
Pre-adjusted value per share	$	1.14
Implied market value adjustment		21.20	%

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding the 23,000,000 shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2025, there were 7,666,667 Class B ordinary shares issued and outstanding (see Note 5), of which an aggregate of up to 1,000,000 shares are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised so that the number of Founder Shares will equal 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On September 5, 2025, the underwriters exercised their over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,000,000 Founder Shares are no longer subject to forfeiture by the Sponsor.

Warrants — As of December 31, 2025, there were 14,712,778 Warrants outstanding, including 7,666,667 of Public Warrants and 7,046,111 of Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire seven years from the completion of a Business Combination or earlier upon redemption or liquidation.

elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to either of the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its Initial Business Combination on the date of the completion of its Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the“Market Value”) is below $9.20 per share, the exercise price of the public warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

The entire disclosure for equity.

+ References

+ Details

Business development, marketing, communications and government relations expenses (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Business development, marketing, communications and government relations expenses

Schedule of business development, marketing, communications and government relations expenses



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	562	$	353	$	983	$	864
Professional fees and contractors		333		41		565		67
Office, marketing, insurance, and travel		290		101		461		206
Software and information technology		24		4		50		9
Share-based compensation		196		214		275		427
Total	$	1,405	$	713	$	2,334	$	1,573



		Year ended December 31,
		2025		2024
Salaries and benefits		$	1,459	$	1,460
Professional fees and contractors			185		65
Office, insurance and travel			637		302
Software and information technology			16		43
Share-based compensation			1,205		820
Total		$	3,502	$	2,690

Leases - Narative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narative (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Jun. 30, 2026
Leases
Renewal option to extend	true
Residual value guarantees	false
Operating lease expense	$ 757	$ 960
Depreciation of right-of-use assets	$ 226	$ 352
Weighted average remaining lease term	7 years	7 years 6 months	6 years 6 months
Weighted average discount rate	11.35%	11.15%	11.35%
Minimum
Leases
Renewal term	5 years
Maximum
Leases
Renewal term	9 years

Interim Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

6 Months Ended

Jun. 30, 2026

Jun. 30, 2025

Cash flows from operating activities:

Net loss for the period

$ (122,504)

$ (9,710)

Adjustments:

Depreciation and amortization

1,722

1,509

Share-based compensation

7,940

1,100

Interest on convertible notes (note 10)

909

Loss on revaluation of convertible notes (note 10)

^[1]

508

Loss (gain) on revaluation of SIF contribution liabilities (note 11)

58,042

(954)

Loss on revaluation of SAFE liabilities (note 12)

16,242

Loss on revaluation of PIPE subscription obligation (note 13)

22,051

Unrealized foreign exchange gain

(1,008)

(1,030)

Changes in operating assets and liabilities:

Other receivables

135

Prepaid expenses and other

(3,273)

245

Accounts payable and accrued liabilities

(140)

803

Lease liabilities and right of use assets

(257)

(59)

Cash flows from operating activities

(21,155)

(6,544)

Investing activities:

Additions to property and equipment

(392)

(157)

Cash flows from investing activities

(392)

(157)

Financing activities:

Proceeds from issuance of SIF Warrants (note 11)

3,624

4,570

Proceeds from issuance of SAFE liabilities (note 12)

200

Proceeds from issuance of common shares (note 13)

350

Proceeds from exercise of stock options

Cash flows from financing activities

4,178

4,572

Effect of foreign exchange rates on cash and cash equivalents

(143)

322

Decrease in cash and cash equivalents, and restricted cash

(17,512)

(1,807)

Cash and cash equivalents, and restricted cash, beginning of period

49,792

6,561

Cash and cash equivalents, and restricted cash, end of period

$ 32,280

$ 4,754

[1]	Of the loss (gain) on the revaluation of convertible notes for the three month and six month periods ended June 30, 2025, ($989) and $478 is attributable to related parties, respectively.

Cash and cash equivalents and restricted cash (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Cash and cash equivalents and restricted cash

Schedule of reconciliation of cash and cash equivalents, and restricted cash



	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	31,975	$	49,125
Restricted cash		305		667
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows	$	32,280	$	49,792



		As of December 31
		2025			2024
Cash and cash equivalents		$	49,125		$	6,392
Restricted cash			667			169
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows		$	49,792		$	6,561

Redeemable preferred shares

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Redeemable preferred shares

Redeemable preferred shares

14.

Redeemable preferred shares:

●

consolidating all classes of shares 10:1

●

issuance of new Class B redeemable convertible preferred shares (“New Class B”) in multiple series to investors participating in the Rights offering and convertible debt holders.

Exchange and conversion terms

14.

Redeemable preferred shares (continued):

14.

Redeemable preferred shares (continued):

Reverse share split

A summary of the Company’s redeemable convertible preferred share features post Rights Offering are noted in the table below:


Features		Class A (Series 1-7)		Class B Series 1			Class B Series 2			Class B Series 3
Issued and outstanding		56,010,259			11,612,203			26,965,385			95,229,714
Convertible into		Class A Common shares			Class A Common shares			Class A Common shares			Class A Common shares
Conversion rate		1:1			1:1			1:1			1:1
Voting		Yes			Yes			Yes			Yes
Dividend		Only if paid on common shares. No fixed amount.			Only if paid on common shares. No fixed amount.			Only if paid on common shares. No fixed amount			Only if paid on common shares. No fixed amount
Redemption at option of holder		No			No			No			No
Liquidation/Deemed liquidation preference		1.0X			2.0X and participating			2.0X and participating			2.0X and participating
Original subscription price per share		Original subscription price		$	1.587		$	1.1903		$	0.00001
Redemption minimum approval requirement		2/3 vote			2/3 vote			2/3 vote			2/3 vote
Redemption amount		Greater of liquidation preference or fair value			Greater of liquidation preference or fair value			Greater of liquidation preference or fair value			Greater of liquidation preference or fair value

12.

Redeemable preferred shares:

consolidating all classes of shares 10:1.

issuance of new Class B redeemable convertible preferred shares (“New Class B”) in multiple series to investors participating in the Rights offering and convertible debt holders.

Exchange and conversion terms

The Existing Preferred Shares were consolidated 10:1 and exchanged for New Class A shares with multiple series. If the shareholders participated in the Rights Offering up to their pre-Rights Offering pro-rata shareholding, their 10:1 consolidation was reversed in line with the pro rata portion of their pre-Rights Offering pro rata shareholding that they invested. Shareholders who did not participate in the Rights Offering converted their remaining redeemable convertible preferred shares into Class A common shares at the conversion ratio of 1:1. Existing Class F Series 1 redeemable convertible preferred shares were exchanged at a ratio of 1.225:1 to account for accrued dividends under their original issuance terms. As a result, the Company issued 56,010,259 New Class A shares and 11,960,583 Class A common shares in exchange for the Existing Preferred Shares. The Company also issued 12,010,362 Class B Series 2 redeemable convertible preferred shares in exchange for the Existing Preferred Shares.

New investors and existing preferred shareholders who purchased new Class B Series 1 redeemable convertible preferred shares exceeding to their pre–Rights Offering pro-rata shareholding were eligible to receive 12.542 new Class B Series 3 redeemable convertible preferred shares for each new Class B Series 1 redeemable convertible preferred shares purchased, at an issue price of $0.0001 per new Class B Series 3 share. As a result of the shareholders who invested their pro rata amount, plus investments over pro rata and new investors, the Company issued 11,612,203 new Class B Series 1 redeemable preferred shares and 95,229,750 new Class B Series 3 redeemable preferred shares.

12.

Redeemable preferred shares: (continued)



		Class A		Class B		Class C		Class D		Class E		Class F		Total
Balance at December 31, 2024		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Issuances		—		—		—		—		—		—		—
Balance at August 6, 2025		22,397,515		37,324,661		7,946,281		22,602,822		77,760,008		12,796,134		180,827,421
Balance post Rights Offering
Class A Series 1		7,558,992		—		—		—		—		—		7,558,992
Class A Series 2		—		6,737,332		—		—		—		—		6,737,332
Class A Series 3		—		—		1,886,380		—		—		—		1,886,380
Class A Series 4		—		—		—		3,003,862		—		—		3,003,862
Class A Series 5		—		—		—		—		32,857,618		—		32,857,618
Class A Series 6		—		—		—		—		3,872,438		—		3,872,438
Class A Series 7		—		—		—		—		—		93,637		93,637
New Class A Total														56,010,259
Converted to Common A shares		1,483,852		3,058,733		605,990		1,959,896		4,102,995		749,117		11,960,583

12.

Redeemable preferred shares: (continued)

Conversion of redeemable convertible preferred shares into common shares pursuant to original terms was accounted for as a transfer within equity with no impact on retained earnings.

Reverse share split

A summary of the Company’s redeemable convertible preferred share features post Rights Offering are noted in the table below:



Features		Class A (Series 1-7)		Class B Series 1			Class B Series 2			Class B Series 3
Issued and outstanding		56,010,259			11,612,203			26,965,385			95,229,750
Convertible into		Class A Common shares			Class A Common shares			Class A Common shares			Class A Common shares
Conversion rate		1:1			1:1			1:1			1:1
Voting		Yes			Yes			Yes			Yes
Dividend		Only if paid on common			Only if paid on common			Only if paid on common			Only if paid on common
		shares. No fixed			shares. No fixed			shares. No fixed			shares. No fixed
		amount.			amount.			amount.			amount.
Redemption at option of holder		No			No			No			No
Liquidation/Deemed liquidation preference		1.0X			2.0X and participating			2.0X and participating			2.0X and participating
Original subscription price per share		Original subscription price		$	1.587		$	1.1903		$	0.00001

Redemption minimum approval requirement		2/3 vote			2/3 vote			2/3 vote			2/3 vote
Redemption amount		Greater of liquidation			Greater of liquidation			Greater of liquidation			Greater of liquidation
		preference or fair value			preference or fair value			preference or fair value			preference or fair value

SHAREHOLDERS' DEFICIT - Warrants (Details) - $ / shares	6 Months Ended	10 Months Ended
SHAREHOLDERS' DEFICIT - Warrants (Details) - $ / shares	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Common share capital
Number of warrants outstanding	53,076,019	21,109,135	15,191,077
Spring Valley Acquisition III
Common share capital
Number of warrants outstanding	14,712,778	14,712,778
Threshold period for filing registration statement after business combination	15 days	15 days
Threshold business days for making the registration statement effective	60 days	60 days
Spring Valley Acquisition III \| Public Warrants
Common share capital
Number of warrants outstanding	7,666,667	7,666,667
Restricted period on warrant exercise, business combination	30 days	30 days
Restricted period on warrant exercise, closing of initial public offering	12 months	12 months
Warrant term	7 years	7 years
Redemption price per warrant (in dollars per share)	$ 0.01	$ 0.01
Minimum threshold prior written notice period for redemption of warrants	30 days	30 days
Stock price trigger for redemption of warrants	$ 18	$ 18
Threshold trading days for redemption of warrants	20 days	20 days
Threshold consecutive trading days for redemption of warrants	30 days	30 days
Trading day prior to the date on which the notice of exercise is received	10 days	10 days
Exercise price	$ 11.5	$ 11.5
Newly Issued Price	$ 9.2	$ 9.2
Percentage of gross proceeds	60.00%	60.00%
Threshold trading days for volume weighted average price per share	20 days	20 days
Market Price	$ 9.2	$ 9.2
Adjusted exercise price per warrant	115.00%	115.00%
Adjusted Redemption price trigger	180.00%	180.00%
Spring Valley Acquisition III \| Private Placement Warrants
Common share capital
Number of warrants outstanding	7,046,111	7,046,111
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days	30 days

Share-based compensation plan

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-based compensation plan

Share-based compensation plan

16.

Share-based compensation plan:

These assumptions are estimated as follows:

●

Expected volatility. The Company determined the volatility based on a calculation of the volatility of similar entities that have traded equity instruments over a comparable term.

●

Risk-free interest rate. The risk-free interest rates are determined by reference to Canadian Benchmark Bond Yield rates with maturities that approximate the expected life.

●

16.

Share-based compensation plan: (continued)

(a)

Share-based compensation for equity-classified options:

The following table summarizes the stock option activity under the Company’s Option Plan for equity-classified options:



				Weighted average
		Number of options		exercise price
December 31, 2024		1,323,045		$	7.24
Stock options granted		4,127,700			0.20
Stock options exercised		(5,063)			3.58
Stock options forfeited and cancelled		(97,301)			6.38
Stock options expired		(4,750)			3.58
Stock options modification		—			(1.61)
December 31, 2025		5,343,631			0.25
Stock options granted		2,800,000			1.53
Stock options exercised		(30,406)			0.36
Stock options forfeited and cancelled		(593,834)			0.16
Stock options expired		(5,500)			0.93
June 30, 2026		7,513,891		$	0.73
Exercisable as of June 30, 2026		2,698,059		$	0.36

(1)	The number of stock options and exercise prices as of December 31, 2024 and transactions prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable as of June 30, 2026.



		Number of		Weighted		Number of		Weighted
		options		average years to		options		average years to
Exercise prices		outstanding		expiry		exercisable		expiry
$0.01 - $0.49		4,049,839		8.12		2,096,050		7.21
$0.50 - $0.99		340,737		5.09		278,694		4.44
$1.00 - $1.60		3,123,315		9.22		323,315		3.20
Total		7,513,891		8.44		2,698,059		6.44

16.

Share-based compensation plan: (continued)

The grant weighted average assumptions used to estimate the fair value of equity-classified stock options granted were as follows:



		Six months ended
		June 30, 2026
Fair value of common shares		$	1.53
Weighted average expected term			7.0 years
Weighted average expected volatility			110	%
Weighted average risk-free interest rate			3.26	%
Expected dividend		$	nil

(1)	The weighted average common share fair value for the year ended December 31, 2025 reflects the ten-for-one (10:1) retrospective adjustment for any options granted prior to the August 2025 Rights Offering. See note 14 for details

For the three and six months ended June 30, 2026, the Company recorded share-based compensation expense of $224 and $329 related to its equity-classified options (2025 - $233 and $528), respectively.

(b)

Share-based compensation for liability-classified options:

The following table summarizes the stock option activity under the Company’s Option Plan for liability-classified options:



		Number of options		Weighted average
		outstanding		exercise price
December 31, 2024		1,829,531		$	11.62
Stock options granted		22,203,841			0.10
Stock options exercised		(9,517)			0.09
Stock options forfeited and cancelled		(279,437)			5.62
Stock options modification		—			(0.75)
December 31, 2025		23,744,418			0.17
Stock options granted		11,496,500			1.53
Stock options exercised		(10,016)			0.13
Stock options forfeited and cancelled		(53,691)			0.21
June 30, 2026		35,177,211		$	0.62
Exercisable as of June 30, 2026		11,372,261		$	0.22

(1)	The number of stock options and exercise prices as of December 31, 2024 and transactions prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details

Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and the resulting impact of the modification is reflected in share-based compensation liability as of December 31, 2025.

16.

Share-based compensation plan: (continued)

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable as of June 30, 2026:



	Number of	Weighted	Number of	Weighted
	options	average years	options	average years
Exercise prices	outstanding	to expiry	exercisable	to expiry
$0.01 - $0.49	21,806,274	9.10	10,029,017	9.10
$0.50 - $0.99	993,187	7.81	487,624	7.34
$1.00 - $1.66	12,377,750	9.60	855,620	5.52
Total	35,177,211	9.24	11,372,261	8.76

The aggregate intrinsic value of stock options (market value less exercise price) as of June 30, 2026 was $36,355 (December 31, 2025 - $26,408).

The weighted average assumptions used to estimate the fair value of liability-classified stock options were as follows:



	June 30, 2026			December 31, 2025
Fair value of common shares	$	1.65		$	1.28
Weighted average expected term		5.7 years			5.6 years
Weighted average expected volatility		110	%		138	%
Weighted average risk-free interest rate		3.13	%		2.93	%
Expected dividend	$	nil		$	nil

The following table presents changes in Level 3 share-based liabilities measured at fair value:



	Amount
December 31, 2024	$	6,889
Share-based compensation		3,235
Exercise of stock options		(2)
Change in fair value of share-based compensation		5,056
Foreign currency translation adjustment		367
December 31, 2025		15,545
Share-based compensation		2,801
Exercise of stock options		(10)
Change in fair value of share-based compensation		4,810
Foreign currency translation adjustment		(669)
June 30, 2026	$	22,477

16.

Share-based compensation plan: (continued)

Sensitivities for key assumptions were as follows:

●

14.

Share-based compensation plan:

14.

Share-based compensation plan: (continued)

These assumptions are estimated as follows:

Expected volatility. The Company determined the volatility based on a calculation of the volatility of similar entities that have traded equity instruments over a comparable term.

Risk-free interest rate. The risk-free interest rates are determined by reference to Canadian Benchmark Bond Yield rates with maturities that approximate the expected life.

Prior to January 1, 2021, the Company granted options with an exercise price that was denominated in CAD and these stock options were equity-classified awards. New options granted after January 1, 2021 are denominated in USD. ASC 718, Compensation - Stock Compensation. requires that an award indexed to a factor that is not a market, performance or service condition should be classified as a liability. ASC 718-10-25-14 provides an exception when the award is granted to an employee resident in a foreign jurisdiction where the currency which the award is denominated in is equivalent to the currency in which the employee is paid. The Company has classified USD denominated awards to employees paid in USD as equity-classified awards and USD denominated awards paid to employees paid in CAD as liability-classified awards.

(a)

Share-based compensation for equity-classified options:

The following table summarizes the stock option activity under the Company’s Option Plan for equity-classified options:



		Number of		Weighted average
		options		exercise price
January 1, 2024		1,480,514		$	7.44
Stock options granted		94,500			9.30
Stock options exercised		(24,900)			3.69
Stock options forfeited and cancelled		(227,069)			8.13
December 31, 2024		1,323,045			7.24
Stock options granted		4,127,700			0.20
Stock options exercised		(5,063)			3.58
Stock options forfeited and cancelled		(97,301)			6.38
Stock option expired		(4,750)			3.58
Stock option modification		—			(1.61)
December 31, 2025		5,343,631		$	0.25
Exercisable as of December 31, 2025		2,705,028		$	0.36

(1)

14.

Share-based compensation plan: (continued)

Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and resulted in an incremental share-based compensation of $21 being recognized during the year ended December 31, 2025.

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable at December 31, 2025.



		Number of		Weighted		Number of		Weighted
		options		average		options		average
Exercise prices		outstanding		years to expiry		exercisable		years to expiry
$0.01 – $0.49		4,624,079		8.70		2,126,456		7.60
$0.50 – $0.99		393,237		6.09		268,194		4.78
$1.00 – $1.60		326,315		3.71		310,378		3.57
Total		5,343,631		8.20		2,705,028		6.86

The grant date fair value of equity-classified stock options vested during the year ended December 31, 2025 was $1,208 (2024 - $1,152).

The grant date fair value of equity-classified stock options forfeited during the year ended December 31, 2025 was $482 (2024 - $53).

The grant weighted average assumptions used to estimate the fair value of equity-classified stock options granted were as follows:



		Year ended December 31
		2025			2024
Fair value of common shares		$	0.20		$	9.30
Weighted average expected term			6.3 years			4.1 years
Weighted average expected volatility			139	%		93	%
Weighted average risk-free interest rate			3.10	%		1.65	%
Expected dividend		$	nil		$	nil

(1)

Prior year common share fair value has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

14.

Share-based compensation plan: (continued)

The weighted average fair value attributable to equity-classified common share options granted in 2025 was $0.09 per option (2024 - $8.40).

For the year ended December 31, 2025, the Company recorded share-based compensation expense of $1,345 related to its equity-classified options (2024 - $1,253).

(b)

Share-based compensation for liability-classified options:

The following table summarizes the stock option activity under the Company’s Option Plan for liability-classified options:



		Number of options		Weighted average
		outstanding		exercise
January 1, 2024		1,527,750		$	12.10
Stock options granted		312,250			9.30
Stock options exercised		(16)			15.50
Stock options forfeited and cancelled		(10,453)			12.57
December 31, 2024		1,829,531			11.62
Stock options granted		22,203,841			0.10
Stock options exercised		(9,517)			0.09
Stock options forfeited and cancelled		(279,437)			5.62
Stock option modification		—			(0.75)
December 31, 2025		23,744,418		$	0.17
Exercisable as of December 31, 2025		11,231,053		$	0.21

(1)

Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and the resulting impact of the modification is reflected in share-based compensation liability as of December 31, 2025.

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable at December 31, 2025:



		Number of		Weighted		Number of		Weighted
		options		average		options		average
Exercise prices		outstanding		years to expiry		exercisable		years to expiry
$0.01 – $0.49		21,862,168		9.60		10,046,691		9.60
$0,50 – $0.99		1,000,000		8.34		390,264		7.82
$1.00 – $1.66		882,250		6.10		794,098		6.04
Total		23,744,418		9.42		11,231,053		9.29

14.

Share-based compensation plan: (continued)

The aggregate intrinsic value of stock options (market value less exercise price) as of December 31, 2025 was $26,408 (December 31, 2024 - $nil).

The grant date fair value of liability-classified stock options vested during the year ended December 31, 2025 was $3,499 (2024 - $3,085).

The weighted average assumptions used to estimate the fair value of liability-classified stock options were as follows:



		December 31, 2025			2025 Grant Date
Fair value of common shares		$	1.28		$	0.10
Weighted average expected term			5.6 years			6.2 years
Weighted average expected volatility			138	%		139	%
Weighted average risk-free interest rate			2.93	%		3.10	%
Expected dividend		$	nil		$	nil



		December 31, 2024			2024 Grant Date
Fair value of common shares		$	9.30		$	9.30
Weighted average expected term			5.0 years			6.7 years
Weighted average expected volatility			122	%		123	%
Weighted average risk-free interest rate			2.96	%		3.08	%
Expected dividend		$	nil		$	nil

(1)

Prior year common share fair value has been retrospectively adjusted to reflect the ten-for- one (10:1) reverse share split effective August 2025. See Note 12 for details.

The following table presents changes in Level 3 share-based liabilities measured at fair value:



		Amount
January 1, 2024		$	4,244
Share-based compensation			3,258
Exercise of stock options			—
Change in fair value of share-based compensation			(178)
Foreign currency translation adjustment			(435)
December 31, 2024			6,889
Share-based compensation			3,235
Exercise of stock options			(2)
Change in fair value of share-based compensation			5,056
Foreign currency translation adjustment			367
December 31, 2025		$	15,545

Share-based compensation plan - Stock options outstanding and exercisable (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Equity classified stock options
Share-based compensation plan
Number of options outstanding	7,513,891	5,343,631
Weighted average years to expiry	8 years 5 months 8 days	8 years 2 months 12 days
Number of options exercisable	2,698,059	2,705,028
Weighted average years to expiry, exercisable	6 years 5 months 8 days	6 years 10 months 9 days
Liability classified stock options
Share-based compensation plan
Number of options outstanding	35,177,211	23,744,418
Weighted average years to expiry	9 years 2 months 26 days	9 years 5 months 1 day
Number of options exercisable	11,372,261	11,231,053
Weighted average years to expiry, exercisable	8 years 9 months 3 days	9 years 3 months 14 days
Exercise Price Range 0.01 to 0.49 \| Equity classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 0.01	$ 0.01
Exercise price upper range limit	$ 0.49	$ 0.49
Number of options outstanding	4,049,839	4,624,079
Weighted average years to expiry	8 years 1 month 13 days	8 years 8 months 12 days
Number of options exercisable	2,096,050	2,126,456
Weighted average years to expiry, exercisable	7 years 2 months 15 days	7 years 7 months 6 days
Exercise Price Range 0.01 to 0.49 \| Liability classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 0.01	$ 0.01
Exercise price upper range limit	$ 0.49	$ 0.49
Number of options outstanding	21,806,274	21,862,168
Weighted average years to expiry	9 years 1 month 6 days	9 years 7 months 6 days
Number of options exercisable	10,029,017	10,046,691
Weighted average years to expiry, exercisable	9 years 1 month 6 days	9 years 7 months 6 days
Exercise Price Range 0.50 to 0.99 \| Equity classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 0.5	$ 0.5
Exercise price upper range limit	$ 0.99	$ 0.99
Number of options outstanding	340,737	393,237
Weighted average years to expiry	5 years 1 month 2 days	6 years 1 month 2 days
Number of options exercisable	278,694	268,194
Weighted average years to expiry, exercisable	4 years 5 months 8 days	4 years 9 months 10 days
Exercise Price Range 0.50 to 0.99 \| Liability classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 0.5	$ 50
Exercise price upper range limit	$ 0.99	$ 0.99
Number of options outstanding	993,187	1,000,000
Weighted average years to expiry	7 years 9 months 21 days	8 years 4 months 2 days
Number of options exercisable	487,624	390,264
Weighted average years to expiry, exercisable	7 years 4 months 2 days	7 years 9 months 25 days
Exercise Price Range 1.00 to 1.60 \| Equity classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 1	$ 1
Exercise price upper range limit	$ 1.6	$ 1.6
Number of options outstanding	3,123,315	326,315
Weighted average years to expiry	9 years 2 months 19 days	3 years 8 months 15 days
Number of options exercisable	323,315	310,378
Weighted average years to expiry, exercisable	3 years 2 months 12 days	3 years 6 months 25 days
Exercise Price Range 1.00 to 1.66 \| Liability classified stock options
Share-based compensation plan
Exercise price lower range limit	$ 1	$ 1
Exercise price upper range limit	$ 1.66	$ 1.66
Number of options outstanding	12,377,750	882,250
Weighted average years to expiry	9 years 7 months 6 days	6 years 1 month 6 days
Number of options exercisable	855,620	794,098
Weighted average years to expiry, exercisable	5 years 6 months 7 days	6 years 14 days

SEGMENT INFORMATION (Details)	3 Months Ended		4 Months Ended	6 Months Ended		10 Months Ended	12 Months Ended
SEGMENT INFORMATION (Details)	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) segment	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) segment	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
SEGMENT INFORMATION
Cash and cash equivalents (note 4)	$ 31,975,000			$ 31,975,000		$ 49,125,000	$ 49,125,000	$ 6,392,000
General and administrative	6,362,000	$ 1,739,000		11,840,000	$ 3,879,000		13,372,000	$ 8,607,000
Spring Valley Acquisition III
SEGMENT INFORMATION
Investments held in Trust Account	236,690,350			236,690,350		232,809,646	232,809,646
Cash and cash equivalents (note 4)	1,889,472			1,889,472		749,812	749,812
General and administrative	388,314	16,620	$ 16,620	570,497		450,346
Interest earned on investments held in Trust Account	2,076,992			$ 4,123,512		$ 2,809,646
Spring Valley Acquisition III \| Single reportable segment
SEGMENT INFORMATION
Number of reportable segment \| segment				1		1
Investments held in Trust Account	236,690,350			$ 236,690,350		$ 232,809,646	232,809,646
Cash and cash equivalents (note 4)	1,889,472			1,889,472		749,812	$ 749,812
General and administrative	388,314	$ 16,620	$ 16,620	570,497		450,346
Interest earned on investments held in Trust Account	$ 2,076,992			$ 4,123,512		$ 2,809,646

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SUBSEQUENT EVENTS

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Subsequent Events

SUBSEQUENT EVENTS

24.

Subsequent Events:

In addition to subsequent events previously disclosed:

26.Subsequent Events:

In addition to subsequent events previously disclosed:

Spring Valley Acquisition III

Subsequent Events

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS:

On July 6, 2026, the Company held its extraordinary general meeting of shareholders in connection with the proposed Business Combination. The Company’s shareholders approved the Business Combination and related proposals. In connection with the shareholder vote, holders of 21,075,896 Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account.

On July 10, 2026, the Company consummated its previously announced Business Combination. Concurrently, New General Fusion received aggregate net proceeds of approximately $123,375,000 consisting of (i) $104,375,000 from the PIPE Financing (gross proceeds of $107,675,000 less certain transaction costs) and (ii) $19,000,000 representing the balance of the Company’s trust account of $19,800,000, inclusive of accrued interest, together with funds in the Company’s operating account, less certain transaction costs paid at closing.

After giving effect to the exchange ratio provided for in the Business Combination Agreement and anti-dilution adjustments, New General Fusion had 52,988,419 Subordinate Voting Shares outstanding, 10,556,367 Multiple Voting Shares outstanding (each convertible into one Subordinate Voting Share), 36,693,428 warrants outstanding (each exercisable for one Subordinate Voting Share), 7,294,729 options outstanding (each exercisable for one Subordinate Voting Share), and 13,497,733 earnout shares and securities convertible into earnout shares (the vesting of which is contingent on trading price thresholds).

Of the 52,988,419 New General Fusion Subordinate Voting Shares outstanding, (i) 44,397,648 Subordinate Voting Shares were attributable to shareholders of General Fusion immediately prior to the Business Combination, (ii) 6,666,667 Subordinate Voting Shares were attributable to the Sponsor, and (iii) 1,924,104 Subordinate Voting Shares were attributable to the Company’s public shareholders who did not redeem their shares.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except for the below.

On January 21, 2026, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with General Fusion Inc., a British Columbia limited company (“General Fusion”), and 1573562 B.C. Ltd., a British Columbia limited company (“NewCo”).

Concurrently with the execution and delivery of the Business Combination Agreement, the Company, General Fusion and the Sponsor entered into a letter agreement (the “Sponsor Letter”).

Concurrently with the execution and delivery of the Business Combination Agreement, the Company, General Fusion and certain of General Fusion’s securityholders entered into a Voting and Support Agreement (the “Support Agreement”).

In connection with the transactions contemplated by the Business Combination Agreement, on January 21, the Company and General Fusion entered into separate securities purchase agreements (the “Subscription Agreements”) with certain accredited investors (each, an “Investor” and the lead Investor, the “Anchor PIPE Investor”). Pursuant to the Subscription Agreements, the Investors have agreed, among other things, to purchase an aggregate of 10,556,367 units of General Fusion at a price of $10.20 per unit, each unit comprising (1) one convertible preferred share of General Fusion having the rights, preferences and privileges set forth in the Restated Articles (such stock the “Convertible Preferred Shares”) and (2) one warrant (collectively, the “Investor Warrants”) exercisable for a Common Share at a price of $12.00 per share, in a private placement to be consummated on the Closing Date, prior to the Amalgamation (the “PIPE Financing”).

Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Accounts payable and accrued liabilities
Accounts payable	$ 1,241	$ 1,561	$ 2,851
Accrued payroll liabilities	1,445	1,949	3,668
Other accrued liabilities	2,221	1,623	$ 2,443
Accounts payable and accrued liabilities	$ 4,907	$ 5,133

SAFE liabilities (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SAFE liabilities

Schedule of activity of convertible notes



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

Total SAFE liabilities

SAFE liabilities

Schedule of activity of convertible notes



		SAFEs			SAFE Warrants			Total
Balance, January 1, 2025		$	—		$	—		$	—
Initial recognition			38,206			6,101			44,307
Finders’ fees SAFE Warrants			—			2,000			2,000
Change in fair value			5,084			5,049			10,133
Foreign currency translation			1,050			21			1,071
Balance, December 31, 2025		$	44,340		$	13,171		$	57,511
Issuance			172			28			200
Change in fair value			13,898			2,344			16,242
Foreign currency translation			(2,257)			(76)			(2,333)
Balance, June 30, 2026		$	56,153		$	15,467		$	71,620



			SAFE
	SAFEs		Warrants			Total
Balance, January 1, 2025	$	—	$	—		$	—
Initial recognition		38,206		6,101			44,307
Finders’ fees SAFE Warrants		—		2,000			2,000
Change in fair value		5,084		5,049			10,133
Foreign currency translation		1,050		21			1,071
Balance, December 31, 2025	$	44,340	$	13,171		$	57,511

SAFEs

SAFE liabilities

Schedule of assumptions used for calculation of convertible note



		June 30, 2026		December 31, 2025
SPAC probability		96	%	91	%
IPO probability		1.3	%	3	%
Change of control probability		1.3	%	3	%
Dissolution		1.3	%	3	%
Estimated time to conversion event (years)		0.10		0.75

The significant assumptions used in the initial and December 31, 2025 valuations of the SAFEs are set forth in the table below.



		Initial			December 31,
		recognition			2025
SPAC probability			50	%		91	%
IPO probability			22	%		3	%
Change of control probability			22	%		3	%
Dissolution			6	%		3	%
Estimated common share value at closing of a SPAC		$	3.11		$	2.21
Discount rate			34.53	%		34.53	%

SAFE Warrants

SAFE liabilities

Schedule of assumptions used for calculation of convertible note



		June 30, 2026			December 31, 2025
Fair value of common shares		$	1.65		$	1.28
Exercise price			1.975			1.997
Expected term			2.4 years			2.9 years
Expected volatility			120	%		135	%
Risk-free interest rate			4.06	%		3.49	%
Expected dividend		$	—		$	—



		Initial			December 31
		recognition			2025
Fair value of common shares		$	0.95		$	1.28
Weighted average expected term			3.00 years			2.9 years
Weighted average expected volatility			118	%		135	%
Weighted average risk-free interest rate			3.00	%		3.49	%
Expected dividend		$	nil		$	nil

Common share capital (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended	7 Months Ended	12 Months Ended
Common share capital (Details) - USD ($) $ in Thousands	Aug. 06, 2025	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025	Jun. 30, 2026	Aug. 06, 2025	Dec. 31, 2025	Dec. 31, 2024
Common share capital
Beginning balance (in shares)			13,290,803		13,290,803	1,316,702	1,316,702
Beginning balance		$ (211,625)	$ (173,804)	$ (291,808)	$ (173,804)	$ (284,088)	$ (284,088)	$ (220,726)
Shares issued on exercise of options		$ 14		2			4	$ 4
Number of shares converted to Common A shares						11,960,583
Rights Offering Share Organization							148,122
Transfer of historical share issuance costs due to share reorganization							4,024
Rights Offering deemed dividends							$ (459)
Ending balance (in shares)		13,324,608			13,324,608		13,290,803	1,316,702
Ending balance		$ (292,626)	$ (211,625)	$ (298,122)	$ (292,626)		$ (173,804)	$ (284,088)
Common Shares
Common share capital
Beginning balance (in shares)		13,306,419	13,290,803	1,316,702	13,290,803	1,316,702	1,316,702
Beginning balance		$ 146,567	$ 146,525	$ 2,407	$ 146,525	$ 2,407	$ 2,407
Shares issued on exercise of options (in shares)		18,189	15,616	2,190
Shares issued on exercise of options		$ 42	$ 42	$ 6
Ending balance (in shares)		13,324,608	13,306,419	1,318,892	13,324,608		13,290,803	1,316,702
Ending balance		$ 146,609	$ 146,567	$ 2,413	$ 146,609		$ 146,525	$ 2,407
Class A common Shares
Common share capital
Number of shares converted to Common A shares	11,960,583						11,960,583
Transfer of historical share issuance costs due to share reorganization							$ 4,024
Class A common Shares \| Common Shares
Common share capital
Beginning balance (in shares)			13,290,803		13,290,803	1,316,702	1,316,702	1,302,453
Beginning balance			$ 146,525		$ 146,525	$ 2,407	$ 2,407	$ 2,364
Shares issued on exercise of options (in shares)					33,805		13,518	14,249
Shares issued on exercise of options					$ 84		$ 8	$ 43
Number of shares converted to Common A shares							11,960,583
Rights Offering Share Organization							$ 148,122
Transfer of historical share issuance costs due to share reorganization							$ 4,024
Rights Offering Deemed Dividends (in shares)							11
Rights Offering deemed dividends							$ 11
Ending balance (in shares)							13,290,803	1,316,702
Ending balance							$ 146,525	$ 2,407

General and administrative expenses (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

General and administrative expenses

Schedule of general and administrative expenses



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	1,092	$	1,163	$	2,335	$	2,239
Professional fees and contractors		1,048		106		1,619		410
Transaction related costs		632		—		1,303		—
Office, insurance, and travel		455		236		1,044		453
Software and information technology		221		160		419		291
Share-based compensation		2,914		74		5,120		486
Total	$	6,362	$	1,739	$	11,840	$	3,879



		Year ended December 31
		2025		2024
Salaries and benefits		$	4,115	$	4,425
Professional fees and contractors			740		(186)
Transaction related costs			1,105		—
Office, insurance and travel			1,119		1,105
Software and information technology			662		718
Share-based compensation			5,631		2,545
Total		$	13,372	$	8,607

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Redeemable preferred shares
Provision for income tax		$ 74,000	$ (5,000)
Spring Valley Acquisition III
Redeemable preferred shares
Unrecognized tax benefits	$ 0	0
Accrued for interest and penalties	0	$ 0
Provision for income tax	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
£ in Thousands, $ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2026

USD ($)

$ / shares

Mar. 31, 2026

USD ($)

Jun. 30, 2025

USD ($)

$ / shares

Mar. 31, 2025

USD ($)

Jun. 30, 2026

USD ($)

$ / shares

Jun. 30, 2025

USD ($)

$ / shares

Dec. 31, 2025

USD ($)

$ / shares

Dec. 31, 2024

GBP (£)

Dec. 31, 2024

USD ($)

$ / shares

Operating Costs

Research and development

$ 6,432

$ 3,676

$ 12,215

$ 9,331

$ 18,365

$ 23,016

Business development, marketing, communications, and government relations

1,405

713

2,334

1,573

3,502

2,690

General and administrative

6,362

1,739

11,840

3,879

13,372

8,607

Depreciation and amortization

878

711

1,722

1,509

2,882

3,449

Prepaid rent write-down (note 18)

£ 13,309

16,813

Government assistance

(801)

(5,921)

(2,680)

Operating loss

15,077

6,038

28,111

10,371

32,200

51,895

Other Expense (Income)

Interest expense

^[1]

469

^[1]

925

^[1]

1,127

^[2]

883

^[2]

Interest income and other income

(315)

(64)

(694)

(133)

(1,445)

(599)

Financing costs

3,693

Foreign exchange gain

(609)

(411)

(1,298)

(1,017)

321

(1,308)

Loss (gain) on revaluation of convertible notes

(1,051)

^[3]

508

^[3]

(22,036)

^[4]

5,939

^[4]

Loss (gain) on revaluation of SIF contribution liabilities

53,589

(959)

58,042

(944)

7,313

958

Loss on revaluation of SAFE liabilities

7,775

16,242

10,133

Loss on revaluation of PIPE subscription obligation (note 13)

8,151

22,051

Net loss for the period

83,692

4,022

122,504

9,710

31,370

57,770

Other comprehensive (income) loss Foreign currency translation

(2,453)

2,517

(3,339)

3,206

2,565

(311)

Change in fair value of convertible notes attributable to changes in credit risk

(57)

(290)

Total other comprehensive (income) loss for the period

(2,453)

2,526

(3,339)

3,149

2,855

(601)

Total comprehensive loss for the period

$ 81,239

$ 37,926

$ 6,548

$ 6,311

$ 119,165

$ 12,859

$ 34,225

$ 57,169

Net loss per share - basic | $ / shares

$ 5.8

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Net loss per share - diluted | $ / shares

$ 5.80

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Weighted-average number of common shares outstanding - basic | shares

14,440,768

^[5]

1,317,732

^[5]

14,435,062

^[5]

1,317,220

^[5]

6,169,127

^[6]

1,307,771

^[6]

1,307,771

^[6]

Weighted-average number of common shares outstanding - diluted | shares

14,440,768

^[5]

1,317,732

^[5]

14,435,062

^[5]

1,317,220

^[5]

6,169,127

^[6]

1,307,771

^[6]

1,307,771

^[6]

Loss (gain) on disposal of assets

$ (10)

$ 7

Loss before income taxes

31,296

57,775

Net loss for the year

$ 83,692

$ 4,022

$ 122,504

$ 9,710

$ 31,370

$ 57,770

[1]	Of the interest expense for the three month and six month periods ended June 30, 2025, $436 and $855 is attributable to related parties, respectively.
[2]	Of the Interest expense for the year ended December 31, 2025 and 2024, $1,081 and $816 is attributable to related parties, respectively.
[3]	Of the loss (gain) on the revaluation of convertible notes for the three month and six month periods ended June 30, 2025, ($989) and $478 is attributable to related parties, respectively.
[4]	Of the Loss (gain) on the revaluation of convertible notes for the year ended December 31, 2025 and 2024, ($20,729) and $5,587 is attributable to related parties, respectively.
[5]	The weighted average shares outstanding for the three month and six month period ended June 30, 2025, has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.
[6]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Common share capital

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Common share capital

Common share capital

15.

Common share capital:

(a)

Authorized:

Unlimited Class A common shares without par value

Unlimited Class B non-voting common shares without par value

(b)

Issued:



		Common Shares
		Number	Amount
Balance, December 31, 2024		1,316,702	$	2,407
Shares issued on exercise of options		13,518		8
Rights Offering share organization		11,960,583		148,122
Transfer of historical share issuance costs due to share reorganization		—		(4,024)
Rights Offering deemed dividends		—		11
Balance, December 31, 2025		13,290,803		146,525
Shares issued on exercise of options		33,805		84
Shares issued in connection with PIPE financing		3,500,000		26,306
Balance, June 30, 2026		16,824,608	$	172,915

(1)	The number of outstanding shares as of December 31, 2024 and shares issued prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details.

13.Common share capital:

(a)

Authorized:

Unlimited Class A common shares without par value

Unlimited Class B non-voting common shares without par value

(b)

Issued:



		Class A Common Shares
		Number		Amount
Balance, January 1, 2024		1,302,453		$	2,364
Shares issued on exercise of options		14,249			43
Balance, December 31, 2024		1,316,702			2,407
Shares issued on exercise of options		13,518			8
Rights Offering Share Organization		11,960,583			148,122
Transfer of historical share issuance costs due to share reorganization		—			4,024
Rights Offering Deemed Dividends		11
Balance, December 31, 2025		13,290,803		$	146,525

(1)

Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

At December 31, 2025, nil Class B common shares were issued and outstanding (2024 - nil).

(c)

Share purchase warrants:

- Definition

The entire disclosure for equity.

+ References

+ Details

Convertible notes - Activity (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	$ 28,369	$ 15,681	$ 14,116
Issuance		4,570	1,548
Gain on the change in fair value of Convertible Notes		7,321	1,222
Liability, ending balance		28,369	15,681
Convertible notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	21,412	21,412
Issuance			15,800
Accrued interest	909	1,115	867
Gain on the change in fair value of Convertible Notes	508	(21,689)	5,939
Changes in fair value attributable to changes in credit risk	(57)	(57)	(290)
Liability settlement		(1,758)
Foreign currency translation adjustment	1,137	977	(904)
Liability, ending balance	$ 23,909	$ 21,412	$ 21,412

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2026	Mar. 31, 2026	Dec. 31, 2025	Aug. 06, 2025	Dec. 31, 2024	Dec. 31, 2023
Common shares redemption, issued			189,817,561	180,827,421	18,082,742
Common shares redemption, outstanding			189,817,561	180,827,421	18,082,742	17,757,257
Common shares, issued	13,324,608		13,290,803		1,316,702
Common shares, outstanding	13,324,608		13,290,803		1,316,702
Spring Valley Acquisition III
Preferred shares, par value (in dollars per share)	$ 0.0001		$ 0.0001
Preferred shares, shares authorized	1,000,000		1,000,000
Preferred shares, shares issued	0		0
Preferred shares, shares outstanding	0		0
Class A ordinary shares \| Spring Valley Acquisition III
Common shares, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common shares, authorized	200,000,000		200,000,000
Common shares, issued	0		0
Common shares, outstanding	0		0
Class A ordinary shares subject to possible redemption \| Spring Valley Acquisition III
Common shares redemption, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common shares redemption, per share	$ 10.29		$ 10.12
Common shares redemption, issued	23,000,000		23,000,000
Common shares redemption, outstanding	23,000,000		23,000,000
Class A ordinary shares not subject to possible redemption \| Spring Valley Acquisition III
Common shares, issued	0		0
Common shares, outstanding	0		0
Class B common shares
Common shares redemption, issued	3,500,000		0
Common shares redemption, outstanding	3,500,000	3,500,000	0
Common shares, issued			0		0
Common shares, outstanding			0		0
Class B common shares \| Spring Valley Acquisition III
Common shares, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common shares, authorized	20,000,000		20,000,000
Common shares, issued	7,666,667		7,666,667
Common shares, outstanding	7,666,667		7,666,667

SUBSCRIPTION AGREEMENT LIABILITY (Tables)

6 Months Ended

Jun. 30, 2026

Spring Valley Acquisition III

SUBSCRIPTION AGREEMENT LIABILITY

Schedule of subscription agreement liability



		June 30,
		2026
Estimated fair value of the post-Business Combination common shares		$	9.69
Term (years)			5.0
Risk-free rate			4.11	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%



		March 31,
		2026
Estimated fair value of the post-Business Combination common shares		$	8.57
Term (years)			5.3
Risk-free rate			3.88	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%



		Initial
		Recognition
Estimated fair value of the post-Business Combination common shares		$	7.52
Term (years)			5.7
Risk-free rate			3.83	%
Expected volatility			80.0	%
Expected yield			50.0	%
Implied market value adjustment			46.1	%

Government assistance (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Government assistance

Summary of government assistance recorded in the statement of operations



	SIF (a)		Other		Total
Government assistance for the three months ended June 30, 2026	$	—	$	—	$	—
Government assistance for the three months ended June 30, 2025	$	801	$	—	$	—
Government assistance for the six months ended June 30, 2026	$	—	$	—	$	—
Government assistance for the six months ended June 30, 2025	$	5,907	$	14	$	5,921

(a)	Government of Canada Strategic Response Fund (“SRF” or “SIF”):



		SIF^(a)			Other			Total
Government assistance for the year ended
December 31, 2024		$	2,548		$	132		$	2,680
Government assistance for the year ended
December 31, 2025		$	5,921		$	—		$	5,921

(a)

Government of Canada Strategic Innovation Fund (“SIF”):

Accounts payable and accrued liabilities (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Accounts payable and accrued liabilities

Schedule of accounts payable and accrued liabilities



	June 30, 2026		December 31, 2025
Accounts payable	$	1,241	$	1,561
Accrued payroll liabilities		1,445		1,949
Other accrued liabilities		2,221		1,623
	$	4,907	$	5,133



		As of December 31
		2025			2024
Accounts payable		$	1,561		$	2,851
Accrued payroll liabilities			1,949			3,668
Other accrued liabilities			1,623			2,443
		$	5,133		$	8,962

Interim Condensed Consolidated Statements of Changes in Temporary Equity and Shareholders' Deficiency - USD ($)
$ in Thousands

Common Shares

Class B common shares

Common Shares

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Redeemable convertible preferred shares

Class B common shares

Total

Beginning balance at Dec. 31, 2023

$ 237,671

Beginning balance (in shares) at Dec. 31, 2023

17,757,257

Changes in redeemable convertible preferred stock

F1 preferred shares deemed dividend

$ 3,384

Ending balance at Dec. 31, 2024

$ 245,121

^[1]

Ending balance (in shares) at Dec. 31, 2024

18,082,742

Beginning balance at Dec. 31, 2023

$ 14,706

$ (233,346)

$ (4,450)

$ (220,726)

Changes in shareholders' deficiency

Exercise of common share options

(39)

Share-based compensation (note 16)

1,253

F1 preferred shares deemed dividend

(3,384)

Net and comprehensive loss for the period

(57,770)

601

(57,169)

Ending balance at Dec. 31, 2024

$ 2,407

15,920

(298,566)

(3,849)

$ (284,088)

Ending balance (in shares) at Dec. 31, 2024

1,316,702

Changes in redeemable convertible preferred stock

F1 preferred shares deemed dividend

$ 1,694

Ending balance at Mar. 31, 2025

$ 246,815

Ending balance (in shares) at Mar. 31, 2025

18,082,742

Changes in shareholders' deficiency

Share-based compensation (note 16)

285

$ 285

F1 preferred shares deemed dividend

(1,694)

Net and comprehensive loss for the period

(5,688)

(623)

(6,311)

Ending balance at Mar. 31, 2025

$ 2,407

16,205

(305,948)

(4,472)

(291,808)

Ending balance (in shares) at Mar. 31, 2025

1,316,702

Beginning balance at Dec. 31, 2024

$ 245,121

^[1]

Beginning balance (in shares) at Dec. 31, 2024

18,082,742

Ending balance at Jun. 30, 2025

$ 246,815

Ending balance (in shares) at Jun. 30, 2025

18,082,742

Beginning balance at Dec. 31, 2024

$ 2,407

15,920

(298,566)

(3,849)

$ (284,088)

Beginning balance (in shares) at Dec. 31, 2024

1,316,702

Changes in shareholders' deficiency

Net and comprehensive loss for the period

$ (12,859)

Ending balance at Jun. 30, 2025

$ 2,413

16,434

(309,971)

(6,998)

(298,122)

Ending balance (in shares) at Jun. 30, 2025

1,318,892

Beginning balance at Dec. 31, 2024

$ 245,121

^[1]

Beginning balance (in shares) at Dec. 31, 2024

18,082,742

Changes in redeemable convertible preferred stock

F1 preferred shares deemed dividend

$ 1,694

Ending balance at Dec. 31, 2025

$ 122,953

^[1]

Ending balance (in shares) at Dec. 31, 2025

189,817,561

Beginning balance at Dec. 31, 2024

$ 2,407

15,920

(298,566)

(3,849)

$ (284,088)

Beginning balance (in shares) at Dec. 31, 2024

1,316,702

Changes in shareholders' deficiency

Exercise of common share options

(4)

$ 4

Share-based compensation (note 16)

1,345

F1 preferred shares deemed dividend

(1,694)

Net and comprehensive loss for the period

(31,370)

(2,855)

(34,225)

Ending balance at Dec. 31, 2025

$ 146,525

18,327

(331,952)

(6,704)

$ (173,804)

Ending balance (in shares) at Dec. 31, 2025

13,290,803

Beginning balance at Mar. 31, 2025

$ 246,815

Beginning balance (in shares) at Mar. 31, 2025

18,082,742

Ending balance at Jun. 30, 2025

$ 246,815

Ending balance (in shares) at Jun. 30, 2025

18,082,742

Beginning balance at Mar. 31, 2025

$ 2,407

16,205

(305,948)

(4,472)

$ (291,808)

Beginning balance (in shares) at Mar. 31, 2025

1,316,702

Changes in shareholders' deficiency

Exercise of common share options

$ 6

(4)

Exercise of common share options (in shares)

2,190

Share-based compensation (note 16)

233

Net and comprehensive loss for the period

(4,022)

(2,526)

(6,548)

Ending balance at Jun. 30, 2025

$ 2,413

16,434

(309,971)

(6,998)

(298,122)

Ending balance (in shares) at Jun. 30, 2025

1,318,892

Beginning balance at Dec. 31, 2025

$ 122,953

^[1]

Beginning balance (in shares) at Dec. 31, 2025

189,817,561

Changes in redeemable convertible preferred stock

Issuance of common shares

$ 25,956

Issuance of common shares (in shares)

3,500,000

Ending balance at Jan. 31, 2026

$ 26,306

Beginning balance at Dec. 31, 2025

$ 146,525

18,327

(331,952)

(6,704)

$ (173,804)

Beginning balance (in shares) at Dec. 31, 2025

13,290,803

Beginning balance at Dec. 31, 2025

$ 122,953

^[1]

Beginning balance (in shares) at Dec. 31, 2025

189,817,561

Changes in redeemable convertible preferred stock

Issuance of common shares

$ 26,306

Issuance of common shares (in shares)

3,500,000

Ending balance at Mar. 31, 2026

$ 122,953

$ 26,306

Ending balance (in shares) at Mar. 31, 2026

189,817,561

3,500,000

Beginning balance at Dec. 31, 2025

$ 146,525

18,327

(331,952)

(6,704)

$ (173,804)

Beginning balance (in shares) at Dec. 31, 2025

13,290,803

Changes in shareholders' deficiency

Exercise of common share options

$ 42

(42)

Exercise of common share options (in shares)

15,616

Share-based compensation (note 16)

105

$ 105

Net and comprehensive loss for the period

(38,812)

886

(37,926)

Ending balance at Mar. 31, 2026

$ 146,567

18,390

(370,764)

(5,818)

(211,625)

Ending balance (in shares) at Mar. 31, 2026

13,306,419

Beginning balance at Dec. 31, 2025

$ 122,953

^[1]

Beginning balance (in shares) at Dec. 31, 2025

189,817,561

Changes in redeemable convertible preferred stock

Issuance of common shares

$ 26,306

Issuance of common shares (in shares)

3,500,000

Ending balance at Jun. 30, 2026

$ 122,953

$ 26,306

Ending balance (in shares) at Jun. 30, 2026

189,817,561

3,500,000

Beginning balance at Dec. 31, 2025

$ 146,525

18,327

(331,952)

(6,704)

$ (173,804)

Beginning balance (in shares) at Dec. 31, 2025

13,290,803

Changes in shareholders' deficiency

Net and comprehensive loss for the period

$ (119,165)

Ending balance at Jun. 30, 2026

$ 146,609

18,586

(454,456)

(3,365)

$ (292,626)

Ending balance (in shares) at Jun. 30, 2026

13,324,608

Beginning balance at Mar. 31, 2026

$ 122,953

$ 26,306

Beginning balance (in shares) at Mar. 31, 2026

189,817,561

3,500,000

Ending balance at Jun. 30, 2026

$ 122,953

$ 26,306

Ending balance (in shares) at Jun. 30, 2026

189,817,561

3,500,000

Beginning balance at Mar. 31, 2026

$ 146,567

18,390

(370,764)

(5,818)

$ (211,625)

Beginning balance (in shares) at Mar. 31, 2026

13,306,419

Changes in shareholders' deficiency

Exercise of common share options

$ 42

(28)

Exercise of common share options (in shares)

18,189

Share-based compensation (note 16)

224

Net and comprehensive loss for the period

(83,692)

2,453

(81,239)

Ending balance at Jun. 30, 2026

$ 146,609

$ 18,586

$ (454,456)

$ (3,365)

$ (292,626)

Ending balance (in shares) at Jun. 30, 2026

13,324,608

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Spring Valley Acquisition III Ordinary shares Class A ordinary shares	Spring Valley Acquisition III Ordinary shares Class B common shares	Spring Valley Acquisition III Additional paid-in capital Private Placement Warrants	Spring Valley Acquisition III Additional paid-in capital Public Warrants	Spring Valley Acquisition III Additional paid-in capital	Spring Valley Acquisition III Accumulated deficit	Spring Valley Acquisition III Class A ordinary shares	Spring Valley Acquisition III Class B common shares	Spring Valley Acquisition III Private Placement Warrants	Spring Valley Acquisition III Public Warrants	Spring Valley Acquisition III	Ordinary shares Class A ordinary shares	Ordinary shares	Additional paid-in capital	Accumulated deficit	Class A ordinary shares	Class B common shares	Total
Beginning balance at Dec. 31, 2023												$ 2,364,000		$ 14,706,000	$ (233,346,000)			$ (220,726,000)
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year																		(57,770,000)
Ending balance at Dec. 31, 2024												2,407,000	$ 2,407,000	15,920,000	(298,566,000)			$ (284,088,000)
Ending balance (shares) at Dec. 31, 2024																	0	1,316,702
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year																		$ (9,710,000)
Ending balance at Jun. 30, 2025		$ 767			$ 24,233	$ (16,620)					$ 8,380		2,413,000	16,434,000	(309,971,000)			(298,122,000)
Ending balance (shares) at Jun. 30, 2025		7,666,667
Beginning balance at Dec. 31, 2024												2,407,000	2,407,000	15,920,000	(298,566,000)			$ (284,088,000)
Beginning balance (shares) at Dec. 31, 2024																	0	1,316,702
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Rights Offering share reorganization (note 12, 13)												$ 148,122,000						$ 148,122,000
Number of shares converted to Common A shares												11,960,583				11,960,583
Warrant issued														1,067,000				1,067,000
Net loss for the year																		(31,370,000)
Ending balance at Dec. 31, 2025	$ 0	$ 767			0	(8,264,067)					(8,263,300)	$ 146,525,000	146,525,000	18,327,000	(331,952,000)			$ (173,804,000)
Ending balance (shares) at Dec. 31, 2025	0	7,666,667					0	7,666,667									0	13,290,803
Beginning balance at Mar. 11, 2025	$ 0	$ 0			0	0					0
Beginning balance (shares) at Mar. 11, 2025	0	0
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Rights Offering share reorganization (note 12, 13)		$ 767			24,233						25,000
Number of shares converted to Common A shares		7,666,667
Ending balance at Mar. 31, 2025		$ 767			24,233						25,000		2,407,000	16,205,000	(305,948,000)			$ (291,808,000)
Ending balance (shares) at Mar. 31, 2025		7,666,667
Beginning balance at Mar. 11, 2025	$ 0	$ 0			0	0					0
Beginning balance (shares) at Mar. 11, 2025	0	0
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year											(16,620)
Ending balance at Jun. 30, 2025		$ 767			24,233	(16,620)					8,380		2,413,000	16,434,000	(309,971,000)			(298,122,000)
Ending balance (shares) at Jun. 30, 2025		7,666,667
Beginning balance at Mar. 11, 2025	$ 0	$ 0			0	0					0
Beginning balance (shares) at Mar. 11, 2025	0	0
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Rights Offering share reorganization (note 12, 13)		$ 767			24,233						25,000
Number of shares converted to Common A shares		7,666,667
Accretion for ordinary shares to redemption amount					(8,091,714)	(10,623,367)					(18,715,081)
Warrant issued			$ 6,341,500	$ 1,855,333					$ 6,341,500	$ 1,855,333
Allocated value of transaction costs to Class A shares					(129,352)						(129,352)
Net loss for the year						2,359,300					2,359,300
Ending balance at Dec. 31, 2025	$ 0	$ 767			0	(8,264,067)					(8,263,300)	146,525,000	146,525,000	18,327,000	(331,952,000)			$ (173,804,000)
Ending balance (shares) at Dec. 31, 2025	0	7,666,667					0	7,666,667									0	13,290,803
Beginning balance at Mar. 31, 2025		$ 767			24,233						25,000		2,407,000	16,205,000	(305,948,000)			$ (291,808,000)
Beginning balance (shares) at Mar. 31, 2025		7,666,667
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year						(16,620)					(16,620)							(4,022,000)
Ending balance at Jun. 30, 2025		$ 767			24,233	(16,620)					8,380		2,413,000	16,434,000	(309,971,000)			(298,122,000)
Ending balance (shares) at Jun. 30, 2025		7,666,667
Beginning balance at Dec. 31, 2025	$ 0	$ 767			0	(8,264,067)					(8,263,300)	146,525,000	146,525,000	18,327,000	(331,952,000)			$ (173,804,000)
Beginning balance (shares) at Dec. 31, 2025	0	7,666,667					0	7,666,667									0	13,290,803
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Accretion for ordinary shares to redemption amount						(1,944,194)					(1,944,194)
Net loss for the year						(11,990,533)					(11,990,533)
Ending balance at Mar. 31, 2026		$ 767				(22,198,794)					(22,198,027)		146,567,000	18,390,000	(370,764,000)			$ (211,625,000)
Ending balance (shares) at Mar. 31, 2026		7,666,667
Beginning balance at Dec. 31, 2025	$ 0	$ 767			$ 0	(8,264,067)					(8,263,300)	$ 146,525,000	146,525,000	18,327,000	(331,952,000)			$ (173,804,000)
Beginning balance (shares) at Dec. 31, 2025	0	7,666,667					0	7,666,667									0	13,290,803
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Net loss for the year											(18,422,626)							$ (122,504,000)
Ending balance at Jun. 30, 2026		$ 767				(30,604,029)					(30,603,262)		146,609,000	18,586,000	(454,456,000)			$ (292,626,000)
Ending balance (shares) at Jun. 30, 2026		7,666,667					0	7,666,667										13,324,608
Beginning balance at Mar. 31, 2026		$ 767				(22,198,794)					(22,198,027)		146,567,000	18,390,000	(370,764,000)			$ (211,625,000)
Beginning balance (shares) at Mar. 31, 2026		7,666,667
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Accretion for ordinary shares to redemption amount						(1,973,142)					(1,973,142)
Net loss for the year						(6,432,093)					(6,432,093)							(83,692,000)
Ending balance at Jun. 30, 2026		$ 767				$ (30,604,029)					$ (30,603,262)		$ 146,609,000	$ 18,586,000	$ (454,456,000)			$ (292,626,000)
Ending balance (shares) at Jun. 30, 2026		7,666,667					0	7,666,667										13,324,608

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Number of new stock issued during the period.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480070/505-10-S50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-11

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480070/505-10-S50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-11

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-11

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478009/946-205-45-4

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

Convertible notes (Details) - Convertible notes $ in Thousands	Jul. 31, 2024 USD ($)
Convertible notes
Aggregate principal amount	$ 15,800
Interest rate	12.00%

Leases - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Leases
2026	$ 413
2027	838	$ 933
2028	947	870
2029	947	983
Thereafter	2,841
Future minimum payments	5,986	6,718
Impact of discounting	(1,721)	(2,031)
Total	$ 4,265	$ 4,687	$ 5,007

SAFE liabilities

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SAFE liabilities

SAFE liabilities

12.

SAFE liabilities:

The Company also received nominal cash proceeds of $112 in exchange for the SAFE Warrants issued as consideration for the finders’ fees.

(a)

a 25% discount to the price per share at which the preferred shares of the Company are sold for cash proceeds in such Qualifying Equity Financing or,

(b)

the valuation cap defined as $500,000 plus the amount raised under the SAFE (“Valuation Cap”) divided by the Company’s fully diluted number of shares, as determined on a post-money basis.

12.

SAFE liabilities (continued):

In the event of an IPO, direct listing, or SPAC merger, each SAFE converts into a number of common shares equal to the purchase amount divided by the liquidity price, which is the lower of

(a)

a 25% discount to the price per share at which common shares are sold in a Liquidity Event, or,

(b)

the valuation cap divided by the Company’s fully diluted number of shares on an as converted basis immediately prior to the Liquidity Event.

A summary of the Company’s SAFE liabilities balances is as follows:



		SAFEs			SAFE Warrants			Total
Balance, January 1, 2025		$	—		$	—		$	—
Initial recognition			38,206			6,101			44,307
Finders’ fees SAFE Warrants			—			2,000			2,000
Change in fair value			5,084			5,049			10,133
Foreign currency translation			1,050			21			1,071
Balance, December 31, 2025		$	44,340		$	13,171		$	57,511
Issuance			172			28			200
Change in fair value			13,898			2,344			16,242
Foreign currency translation			(2,257)			(76)			(2,333)
Balance, June 30, 2026		$	56,153		$	15,467		$	71,620

12.

SAFE liabilities (continued):

●

SPAC Transaction: The value is derived from the estimated total equity value of the Company upon the projected completion of a de-SPAC transaction.

●

Dissolution: The value in the dissolution scenario is assumed to be $nil.

The significant assumptions used in the June 30, 2026 and December 31, 2025 valuations of the SAFEs are set forth in the table below.



		June 30, 2026		December 31, 2025
SPAC probability		96	%	91	%
IPO probability		1.3	%	3	%
Change of control probability		1.3	%	3	%
Dissolution		1.3	%	3	%
Estimated time to conversion event (years)		0.10		0.75

12.

SAFE liabilities (continued):

The assumptions used to estimate the fair value of the SAFE Warrants issued are set forth in the table below:



		June 30, 2026			December 31, 2025
Fair value of common shares		$	1.65		$	1.28
Exercise price			1.975			1.997
Expected term			2.4 years			2.9 years
Expected volatility			120	%		135	%
Risk-free interest rate			4.06	%		3.49	%
Expected dividend		$	—		$	—

Sensitivities for key assumptions were as follows:

●

11.

SAFE liabilities:

Under the SAFEs, investors provide upfront cash in exchange for the right to receive future shares upon the occurrence of specified events. Upon the earlier of a qualifying equity financing or a liquidity event, the SAFEs shall convert or settle according to their contractual terms. A qualifying equity financing is sale of preferred shares of the Company in a transaction or series of transactions resulting in gross proceeds of not less than $100,000 (“qualifying equity financing”), and a liquidity event is defined as an initial public offering, special purpose acquisition Company merger, direct listing or a change of control “Liquidity Event”). In a qualifying equity financing, the SAFEs shall convert into equity of the Company at the price per share equal to the lower of:

(a)

a 25% discount to the price per share at which the preferred shares of the Company are sold for cash proceeds in such qualifying equity financing, or,

(b)

the valuation cap defined as $500.0 million plus the amount raised under the SAFE (“Valuation Cap”) divided by the Company’s fully diluted number of shares, as determined on a post-money basis.

(a)

a 25% discount to the Liquidity Event price, or,

(b)

the valuation cap divided by the Company’s fully diluted number of shares on an as-as converted basis immediately prior to the Liquidity Event.

11.

SAFE liabilities: (continued)

(a)

the original purchase amount, subject to the liquidation priority noted below, or,

(b)

the original purchase amount divided by the liquidity price.

Dissolution event

Liquidation priority

Dividends

The SAFEs are considered freestanding financial instruments as they are legally detachable and separately exercisable from other instruments. While the SAFEs do not meet the definition of a liability under ASC 480, Distinguishing Liabilities from Equity, the Company determined they do not qualify for equity classification under ASC 815, Derivatives and Hedging as the SAFEs fail the indexation criteria under ASC 815-40 as the number of shares to be issued upon settlement is variable. Furthermore, the SAFEs contain provisions requiring cash settlement upon a change of control. As a change of control is an event deemed to be outside the Company’s control, equity classification is precluded under ASC 815-40-25. Accordingly, the SAFEs are classified as liabilities within the consolidated Balance Sheets and are measured to fair value at each financial reporting date with changes in fair value recognized in loss on the revaluation of SAFE liabilities within other expense (income) in the consolidated statement of operations. Upon settlement of the SAFEs into preferred or common shares of the Company, the carrying amount of the SAFE liability will be reclassified to equity at the fair value of the shares issued.

The SAFE Warrants issued in connection with the SAFEs are classified as freestanding financial instruments. The Company determined that these warrants do not qualify for equity classification under ASC 815, Derivatives and Hedging, and must be accounted for as derivative liabilities. The SAFE Warrants fail the indexed to the Company’s own stock criteria under ASC 815-40-15. Specifically, the exercise price of the SAFE Warrants is denominated in U.S. dollars, whereas the Company’s functional currency is the Canadian dollar. Accordingly, the SAFE Warrants are classified as liabilities within the consolidated Balance Sheets and are measured at fair value at each reporting period with changes in fair value recognized within other expense (income) in the consolidated statement of operations.

11.

SAFE liabilities: (continued)

The Company also received nominal cash proceeds of $112 in exchange for the SAFE Warrants issued as consideration for the finders’ fees.

A summary of the Company’s SAFE liabilities balances is as follows:



			SAFE
	SAFEs		Warrants			Total
Balance, January 1, 2025	$	—	$	—		$	—
Initial recognition		38,206		6,101			44,307
Finders’ fees SAFE Warrants		—		2,000			2,000
Change in fair value		5,084		5,049			10,133
Foreign currency translation		1,050		21			1,071
Balance, December 31, 2025	$	44,340	$	13,171		$	57,511

SPAC Transaction: The value is derived from the estimated total equity value of the Company upon the projected completion of a de-SPAC transaction.

Dissolution: The value in the dissolution scenario is assumed to be $nil.

The significant assumptions used in the initial and December 31, 2025 valuations of the SAFEs are set forth in the table below.



		Initial			December 31,
		recognition			2025
SPAC probability			50	%		91	%
IPO probability			22	%		3	%
Change of control probability			22	%		3	%
Dissolution			6	%		3	%
Estimated common share value at closing of a SPAC		$	3.11		$	2.21
Discount rate			34.53	%		34.53	%

11.

SAFE liabilities: (continued)

The assumptions used to estimate the fair value of the SAFE Warrants issued are set forth in the table below:



		Initial			December 31
		recognition			2025
Fair value of common shares		$	0.95		$	1.28
Weighted average expected term			3.00 years			2.9 years
Weighted average expected volatility			118	%		135	%
Weighted average risk-free interest rate			3.00	%		3.49	%
Expected dividend		$	nil		$	nil

As of December 31, 2025, 14,631,350 SAFE Warrants were outstanding with a weighted average exercise price of $1.9968 per warrant (2024 - $nil).

Sensitivities for key assumptions were as follows:

Convertible notes

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Convertible notes

Convertible notes

10.

Convertible notes:

The following table summarizes activity for the six month period ended June 30, 2025:



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

9.Convertible notes:

The Convertible Notes provided holders with multiple settlement alternatives depending on the circumstances:

Prepayment: Prepayment is prohibited without majority approval of the Convertible Note holders.

9.	Convertible notes: (continued)

In August 2025, the Company completed a financing structured as a rights offering (the “Rights Offering”). Concurrent with the closing, the Company issued 14,955,023 Series 2 Class B redeemable convertible preferred Shares at a 25% discount to the Series 1 Class B redeemable convertible preferred Shares price to settle the Convertible Notes outstanding principal and accrued interest of $17,800. Of the 14,955,023 Series 2 Class B redeemable convertible preferred shares issued, 14,068,229 were issued to settle outstanding principal and accrued interest of $16,744 held by related parties of the Company. The debt holders are considered related parties of the Company due to their representation on the Company’s Board of Directors.

The following table summarizes activity for the period ended December 31, 2025:



Convertible Notes continuity		Total
Balance, January 1, 2024		$	—
Convertible Note issuance			15,800
Accrued interest			867
Loss on the change in fair value of Convertible Notes			5,939
Changes in fair value attributable to changes in credit risk			(290)
Foreign currency translation adjustment			(904)
Balance, December 31, 2024		$	21,412
Accrued interest			1,115
Gain on the change in fair value of Convertible Notes			(21,689)
Changes in fair value attributable to changes in credit risk			(57)
Settlement of Convertible Notes			(1,758)
Foreign currency translation adjustment			977
Balance, December 31, 2025		$	—

The assumptions used for the December 31, 2024 valuations are set forth in the table below.



	December 31,
	2024
Fair value of preferred shares	$	1.635
Expected term (years)		0.54
Expected volatility		107.75	%
Risk-free interest rate		4.23	%
Credit spread		24.27	%
Instrument-Specific discount		19.18	%
Expected dividend	$	nil

9.	Convertible notes: (continued)

The basis of assumptions used in the valuation model are estimated as follows:

Fair value of redeemable convertible preferred shares. The estimated per share fair value of the Company’s preferred shares was based on the most recent share issuances with unrelated parties.

Expected volatility. The Company determined the volatility based on a calculation of the volatility of similar entities that have traded equity instruments over a comparable term.

Credit spread. Based on the bond yield of Companies considered to have comparable credit risk adjusted for the risk-free rate.

Risk-free rate. Based on bond yields commensurate with the remaining term of the notes per the US Department of the Treasury.

Expected term. Based on the contractual term of the notes.

- Definition

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2026

General and administrative

$ 6,362,000

$ 11,840,000

Loss from operations

(15,077,000)

(28,111,000)

Other income (expense):

Net income (loss)

$ (83,692,000)

$ (122,504,000)

Weighted-average number of common shares outstanding - basic

^[1]

14,440,768

14,435,062

Weighted-average number of common shares outstanding - diluted

^[1]

14,440,768

14,435,062

Net loss per share - basic

$ 5.8

$ 8.49

Net loss per share - diluted

$ 5.80

$ 8.49

Spring Valley Acquisition III

General and administrative

$ 388,314

$ 570,497

Loss from operations

(388,314)

(570,497)

Other income (expense):

Change in fair value of subscription agreement liability

(8,120,771)

(21,975,641)

Interest earned on investments held in Trust Account

2,076,992

4,123,512

Other income (expense), net

(6,043,779)

(17,852,129)

Net income (loss)

$ (6,432,093)

$ (18,422,626)

Class A ordinary shares subject to possible redemption | Spring Valley Acquisition III

Other income (expense):

Weighted-average number of common shares outstanding - basic

23,000,000

Weighted-average number of common shares outstanding - diluted

23,000,000

Net loss per share - basic

$ (0.21)

$ (0.6)

Net loss per share - diluted

$ (0.21)

$ (0.6)

Class B common shares | Spring Valley Acquisition III

Other income (expense):

Weighted-average number of common shares outstanding - basic

^[2],[3]

7,666,667

Weighted-average number of common shares outstanding - diluted

7,666,667

Net loss per share - basic

$ (0.21)

$ (0.6)

Net loss per share - diluted

$ (0.21)

$ (0.6)

[1]	The weighted average shares outstanding for the three month and six month period ended June 30, 2025, has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.
[2]	Excludes an aggregate of 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters. On September 5, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 5).
[3]	On August 15, 2025, the Company effected an approximately 1 to 1.33 share split and upon completion of the share split, each of the independent directors transferred 13,333 Founder Shares to the Sponsor for an amount of $43.48. As a result, the Sponsor currently holds 7,546,667 Founder Shares, and each of the independent directors currently holds 40,000 Founder Shares for an aggregate of 7,666,667 Founder Shares. All share and per share data has been retroactively restated (Note 5).

Basic and diluted net loss per share (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Aug. 06, 2025

Jun. 30, 2026

USD ($)

$ / shares

Jun. 30, 2025

USD ($)

$ / shares

Jun. 30, 2026

USD ($)

$ / shares

Jun. 30, 2025

USD ($)

$ / shares

Dec. 31, 2025

USD ($)

$ / shares

Dec. 31, 2024

USD ($)

$ / shares

Basic and diluted net loss per share

Net loss for the year

$ 83,692

$ 4,022

$ 122,504

$ 9,710

$ 31,370

$ 57,770

F1 preferred shares deemed dividend

1,694

3,384

Rights offering deemed dividend

459

Loss attributable to common shareholders, basic

(83,692)

(4,022)

(122,504)

(11,404)

33,523

61,154

Loss attributable to common shareholders, diluted

$ 83,692

$ 4,022

$ 122,504

$ 11,404

$ 33,523

$ 61,154

Weighted average number of shares outstanding, basic (in shares) | shares

14,440,768

^[1]

1,317,732

^[1]

14,435,062

^[1]

1,317,220

^[1]

6,169,127

^[2]

1,307,771

^[2]

Weighted average number of shares outstanding, diluted (in shares) | shares

14,440,768

^[1]

1,317,732

^[1]

14,435,062

^[1]

1,317,220

^[1]

6,169,127

^[2]

1,307,771

^[2]

Net loss per share attributable to common shareholders, basic (in dollars per share) | $ / shares

$ 5.8

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Net loss per share attributable to common shareholders, diluted (in dollars per share) | $ / shares

$ 5.80

$ 3.05

$ 8.49

$ 8.66

$ 5.4

$ 46.76

Reverse stock split conversion ratio

0.10

0.1

0.10

[1]	The weighted average shares outstanding for the three month and six month period ended June 30, 2025, has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.
[2]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrant Instruments (Details) - shares	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Warrant Instruments
Number of warrants outstanding	53,076,019	21,109,135	15,191,077
Spring Valley Acquisition III
Warrant Instruments
Number of warrants outstanding	14,712,778	14,712,778
Public Warrants \| Spring Valley Acquisition III
Warrant Instruments
Number of warrants outstanding	7,666,667	7,666,667
Private Placement Warrants \| Spring Valley Acquisition III
Warrant Instruments
Number of warrants outstanding	7,046,111	7,046,111

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SHAREHOLDERS' DEFICIT

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Common share capital

SHAREHOLDERS' DEFICIT

15.

Common share capital:

(a)

Authorized:

Unlimited Class A common shares without par value

Unlimited Class B non-voting common shares without par value

(b)

Issued:



		Common Shares
		Number	Amount
Balance, December 31, 2024		1,316,702	$	2,407
Shares issued on exercise of options		13,518		8
Rights Offering share organization		11,960,583		148,122
Transfer of historical share issuance costs due to share reorganization		—		(4,024)
Rights Offering deemed dividends		—		11
Balance, December 31, 2025		13,290,803		146,525
Shares issued on exercise of options		33,805		84
Shares issued in connection with PIPE financing		3,500,000		26,306
Balance, June 30, 2026		16,824,608	$	172,915

(1)	The number of outstanding shares as of December 31, 2024 and shares issued prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details.

13.Common share capital:

(a)

Authorized:

Unlimited Class A common shares without par value

Unlimited Class B non-voting common shares without par value

(b)

Issued:



		Class A Common Shares
		Number		Amount
Balance, January 1, 2024		1,302,453		$	2,364
Shares issued on exercise of options		14,249			43
Balance, December 31, 2024		1,316,702			2,407
Shares issued on exercise of options		13,518			8
Rights Offering Share Organization		11,960,583			148,122
Transfer of historical share issuance costs due to share reorganization		—			4,024
Rights Offering Deemed Dividends		11
Balance, December 31, 2025		13,290,803		$	146,525

(1)

Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

At December 31, 2025, nil Class B common shares were issued and outstanding (2024 - nil).

(c)

Share purchase warrants:

Spring Valley Acquisition III

Common share capital

SHAREHOLDERS' DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT:

At June 30, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding the 23,000,000 shares subject to possible redemption.

NOTE 7. SHAREHOLDERS’ DEFICIT: (continued)

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

NOTE 7. SHAREHOLDERS’ DEFICIT: (continued)



	September 5, 2025
Underlying stock price	$	9.92
Exercise price	$	11.50
Volatility		4.0	%
Remaining term (years)		7.01
Risk-free rate		3.73	%
Black-Scholes value	$	1.14
Pre-adjusted value per share	$	1.14
Implied market value adjustment		21.20	%

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2025, there were no preference shares issued or outstanding.

Redemption of Public Warrants — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

The entire disclosure for equity.

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	4 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2026
Cash Flows from Operating Activities:
Net loss for the period		$ (122,504,000)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(3,273,000)
Other receivable		30,000
Cash flows from operating activities		21,155,000
Cash Flows from Investing Activities:
Cash flows from investing activities		(392,000)
Cash Flows from Financing Activities:
Cash flows from financing activities		4,178,000
Spring Valley Acquisition III
Cash Flows from Operating Activities:
Net loss for the period	$ (16,620)	(18,422,626)
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative costs paid through promissory note - related party	10,420	0
Change in fair value of subscription agreement liability		21,975,641
Interest earned on investments held in Trust Account		(4,123,512)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(82,452)
Long-term prepaid insurance		40,435
Accrued expenses	6,200	9,366
Cash flows from operating activities		(603,148)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for working capital purposes		242,808
Cash flows from investing activities		242,808
Cash Flows from Financing Activities:
Proceeds from convertible promissory note - related party		1,500,000
Cash flows from financing activities		1,500,000
Net Change in Cash		1,139,660
Cash - Beginning of period	0	749,812
Cash - End of period		1,889,472
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	93,449	0
Sponsor \| Spring Valley Acquisition III
Non-Cash investing and financing activities:
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 25,000	$ 0

SAFE liabilities - Summary of Company's SAFE liabilities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
SAFE liabilities
Liability, beginning balance	$ 28,369	$ 15,681	$ 14,116
Issuance		4,570	1,548
Change in fair value		7,321	1,222
Foreign currency translation		797	1,205
Liability, ending balance		28,369	$ 15,681
Total SAFE liabilities
SAFE liabilities
Liability, beginning balance	57,511
Issuance	200	44,307
Finders' fees SAFE Warrants		2,000
Change in fair value	16,242	10,133
Foreign currency translation	(2,333)	1,071
Liability, ending balance	71,620	57,511
SAFEs
SAFE liabilities
Liability, beginning balance	44,340
Issuance	172	38,206
Change in fair value	13,898	5,084
Foreign currency translation	(2,257)	1,050
Liability, ending balance	56,153	44,340
SAFE Warrants
SAFE liabilities
Liability, beginning balance	13,171
Issuance	28	6,101
Finders' fees SAFE Warrants		2,000
Change in fair value	2,344	5,049
Foreign currency translation	(76)	21
Liability, ending balance	$ 15,467	$ 13,171

Leases (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

Schedule of lease balances



	June 30, 2026		December 31, 2025
Right-of-use assets	$	2,706	$	2,918
Lease liabilities, current	$	390	$	454
Lease liabilities, non-current		3,875		4,233
Total operating lease liabilities	$	4,265	$	4,687



		As of December 31
		2025			2024
Right-of-use assets		$	2,918		$	3,278
Lease liabilities, current		$	454		$	597
Lease liabilities, non-current			4,233			4,410
Total operating lease liabilities		$	4,687		$	5,007

Schedule of maturities of operating lease liabilities

Maturities of operating lease liabilities were as follows as of June 30, 2026:


Fiscal year ending:
2026	$	413
2027		838
2028		947
2029		947
Thereafter		2,841
Future minimum payments		5,986
Impact of discounting		(1,721)
Total	$	4,265

Maturities of operating lease liabilities were as follows as of December 31, 2025:



Fiscal year ending:
2026	$	933
2027		870
2028		983
2029		983
2030		983
Thereafter		1,966
Future minimum payments		6,718
Impact of discounting		(2,031)
Total	$	4,687

SIF contribution liability - Schedule of Warrant activity (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Number
Warrants outstanding beginning balance	21,109,135	15,191,077
Warrants outstanding ending balance	53,076,019	21,109,135	15,191,077
SIF warrants
Number
Warrants	1,048,211	5,918,058
Preferred Share Warrants
Number
Warrants	30,918,673
SIF contribution liability \| SIF warrants
Number
Warrants outstanding beginning balance	21,109,135	15,191,077	11,090,146
Warrants		5,918,058	4,100,931
Warrants outstanding ending balance		21,109,135	15,191,077

Research and development expenses (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Research and development expenses

Schedule of research and development expenses



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	3,056	$	2,848	$	6,063	$	6,192
Materials and consumables		945		351		1,803		1,661
Professional fees and contractors		293		(8)		453		201
Office, insurance and travel		480		328		1,036		778
Software and information technology		166		144		316		312
Share-based compensation		1,492		13		2,544		187
Total	$	6,432	$	3,676	$	12,215	$	9,331



		Year ended December 31
		2025		2024
Salaries and benefits		$	10,068	$	13,877
Materials and consumables			2,732		4,305
Professional fees and contractors			494		1,071
Office, insurance and travel			1,674		1,720
Software and information technology			597		1,063
Share-based compensation			2,800		980
Total		$	18,365	$	23,016

SEGMENT INFORMATION (Tables)

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Spring Valley Acquisition III

SEGMENT INFORMATION

Schedule of key metrics reviewed by CODM



		June 30, 2026			December 31, 2025
Investments held in Trust Account		$	236,690,350		$	232,809,646
Cash and cash equivalents		$	1,889,472		$	749,812



							For the Period
							from March 12,
	For the Three Months				For the Six Months		2025 (Inception)
	Ended June 30,				Ended June 30,		Through June 30,
	2026		2025		2026		2025
General and administrative expenses	$	388,314	$	16,620	$	570,497	$	16,620
Interest earned on investments held in Trust Account	$	2,076,992	$	—	$	4,123,512	$	—



		December 31, 2025
Investments held in Trust Account		$	232,809,646
Cash and cash equivalents		$	749,812



	For the Period from
	March 12, 2025
	(inception) through
	December 31, 2025
General and administrative expenses	$	450,346
Interest earned on investments held in Trust Account	$	2,809,646

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Cash and cash equivalents and restricted cash (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Cash and cash equivalents and restricted cash

Schedule of reconciliation of cash and cash equivalents, and restricted cash



	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	31,975	$	49,125
Restricted cash		305		667
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows	$	32,280	$	49,792



		As of December 31
		2025			2024
Cash and cash equivalents		$	49,125		$	6,392
Restricted cash			667			169
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows		$	49,792		$	6,561

Nature of business (Details) - Subsequent events	Jul. 10, 2026 USD ($)
Nature of business
Goodwill	$ 0
Other intangible assets recognized	0
Spring valley acquisition corp III \| General Fusion Inc
Nature of business
Goodwill	0
Other intangible assets recognized	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

+ Details

Basis of presentation and going concern (Details) $ in Thousands, $ in Thousands		1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 10, 2026 USD ($)	Mar. 31, 2026 USD ($)	Mar. 31, 2026 CAD ($)	Jan. 31, 2026 USD ($)	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Jun. 30, 2026 CAD ($)	Mar. 31, 2026 CAD ($)
Basis of presentation and liquidity
Accumulated deficit					$ 454,456		$ 454,456		$ 331,952	$ 298,566
Cash and cash equivalents (note 4)					31,975		31,975		49,125	6,392
Working capital deficit					109,326		109,326		27,281	39,364
Net loss					(83,692)	$ (4,022)	(122,504)	$ (9,710)	(31,370)	(57,770)
Cash flows used in operating activities							(21,155)	$ (6,544)	$ 23,988	$ 29,110
SIF
Basis of presentation and liquidity
Consideration received					$ 3,624		$ 3,624				$ 5,000
Subsequent events \| SIF
Basis of presentation and liquidity
Additional funding		$ 3,600	$ 5,000
Consideration received		$ 2,857										$ 3,914
Subsequent events \| PIPE financing
Basis of presentation and liquidity
Gross proceeds	$ 107,675			$ 107,675

Share-based compensation plan (Details) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026 USD ($) shares	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) shares	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) individual $ / shares shares	Dec. 31, 2024 USD ($) individual $ / shares shares
Share-based compensation plan
Common shares available for issuance (in shares) \| shares	44,915,612		44,915,612		44,915,612	3,565,235
Award vesting period			4 years		4 years
Long Term Incentive Plan 2026
Share-based compensation plan
Threshold percentage of common stock reserved	15.00%		15.00%
Stock options granted (in shares) \| shares			0
Equity awards other than options granted in period \| shares			0
Common Class B
Share-based compensation plan
Percentage of possible increase in the fair value per share			20.00%
Percentage of possible decrease in the fair value per share			(20.00%)
Increase estimated fair value of the share-based compensation liability			$ 4,700
Decrease estimated fair value of the share-based compensation liability			(4,700)
Equity classified stock options
Share-based compensation plan
Incremental share-based compensation					$ 21
Aggregate intrinsic value of stock options	$ 6,899		6,899		5,545	$ 3,966
Aggregate intrinsic value of stock options exercised			30		19	140
Share-based compensation expense	224	$ 233	$ 329	$ 528	$ 1,345	$ 1,253
Stock options granted (in shares) \| shares			2,800,000		4,127,700	94,500
Unamortized compensation cost to unvested stock options					$ 1,227	$ 2,107
Weighted-average remaining period					1 year 9 months 18 days
Grant date fair value of stock options					$ 1,208	1,152
Grant date fair value of stock options forfeited					$ 482	$ 53
Weighted average fair value common share options (in dollars per share) \| $ / shares					$ 0.09	$ 8.4
Liability classified stock options
Share-based compensation plan
Aggregate intrinsic value of stock options	$ 36,355		$ 36,355		$ 26,408	$ 0
Share-based compensation expense					$ 3,235	$ 2,629
Stock options granted (in shares) \| shares			11,496,500		22,203,841	312,250
Unamortized compensation cost to unvested stock options					$ 14,111	$ 7,036
Weighted-average remaining period					2 years 1 month 6 days
Grant date fair value of stock options					$ 3,499	$ 3,085
Number of individuals received awards \| individual					110	134
Maximum
Share-based compensation plan
Maximum exercise periods			15 years		15 years

CASH AND CASH EQUIVALENTS

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

4.	Cash and cash equivalents and restricted cash:

The following table is a reconciliation of cash and cash equivalents, and restricted cash reported in the consolidated balance sheets to the consolidated statements of cash flows.



	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	31,975	$	49,125
Restricted cash		305		667
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows	$	32,280	$	49,792

4.Cash and cash equivalents and restricted cash:

The following table is a reconciliation of cash and cash equivalents, and restricted cash reported in the consolidated balance sheets to the consolidated statements of cash flows.



		As of December 31
		2025			2024
Cash and cash equivalents		$	49,125		$	6,392
Restricted cash			667			169
Total cash and cash equivalents, and restricted cash shown on the statements of cash flows		$	49,792		$	6,561

Spring Valley Acquisition III

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

NOTE 3. CASH AND CASH EQUIVALENTS

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,889,472 and $749,812 in cash and cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Convertible notes - Rights Offering (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Aug. 06, 2025	Aug. 31, 2025	Dec. 31, 2025
Convertible notes
Settlement of related party loans	$ 1,408
Reclassification of changes in fair value attributable to changes in credit risk upon settlement			$ 347
Convertible notes
Convertible notes
Converted shares issued		14,955,023
Discount rate		25.00%
Settlement of related party loans		$ 17,800
Reclassification of changes in fair value attributable to changes in credit risk upon settlement			$ 347
Convertible notes \| Related party
Convertible notes
Converted shares issued		14,068,229
Settlement of related party loans		$ 16,744

Subsequent Events (Details)		1 Months Ended
Subsequent Events (Details)	Jul. 10, 2026 USD ($) shares	Jan. 31, 2026 USD ($)	Jun. 30, 2026 shares	Dec. 31, 2025 shares	Aug. 06, 2025	Dec. 31, 2024 shares
Subsequent Events
Common shares, outstanding (in shares)			13,324,608	13,290,803		1,316,702
Conversion ratio			0.01	0.01	0.01
Warrants outstanding			53,076,019	21,109,135		15,191,077
Subsequent events
Subsequent Events
Amount of cash transferred \| $	$ 19,000,000
Convertible preferred shares	10,556,367
Warrants outstanding	38,360,095
Number of securities called by each warrant or right	1
Options outstanding	7,294,729
Number of subordinate voting shares issuable upon the exercise of each option.	1
Number of earnout shares outstanding.	13,497,733
Number of subordinate voting shares issuable upon the exercise of each earnout shares.	1
Goodwill \| $	$ 0
Other intangible assets recognized \| $	$ 0
Subsequent events \| General Fusion Inc, legacy shareholders
Subsequent Events
Warrants outstanding	11,807,616
Subsequent events \| Spring valley acquisition sponsor
Subsequent Events
Warrants outstanding	15,996,112
Subsequent events \| Private investment in public equity financing
Subsequent Events
Warrants outstanding	10,556,367
Subsequent events \| Subordinate voting shares
Subsequent Events
Common shares, outstanding (in shares)	52,988,419
Subsequent events \| Subordinate voting shares \| General Fusion Inc, legacy shareholders
Subsequent Events
Common shares, outstanding (in shares)	44,397,648
Subsequent events \| Subordinate voting shares \| Spring valley acquisition sponsor
Subsequent Events
Common shares, outstanding (in shares)	6,666,667
Subsequent events \| Subordinate voting shares \| Spring valley acquisition public shareholders
Subsequent Events
Common shares, outstanding (in shares)	1,924,104
Subsequent events \| PIPE financing
Subsequent Events
Issuance costs \| $	$ 104,375,000
Transaction costs \| $	107,675,000	$ 107,675,000
Subsequent events \| Spring valley acquisition corp III
Subsequent Events
Accrued interest \| $	19,800,000
Subsequent events \| Spring valley acquisition corp III \| General Fusion Inc
Subsequent Events
Aggregate net proceeds \| $	123,375,000
Goodwill \| $	0
Other intangible assets recognized \| $	$ 0

SUBSEQUENT EVENTS (Details)				1 Months Ended
SUBSEQUENT EVENTS (Details)	Jul. 10, 2026 USD ($) shares	Jul. 06, 2026 shares	Jan. 21, 2026 USD ($)	Jan. 31, 2026 USD ($)	Jun. 30, 2026 shares	Dec. 31, 2025 shares	Sep. 05, 2025 USD ($)	Dec. 31, 2024 shares
Subsequent Events
Net proceeds from trust account and operating account \| $	$ 19,000,000
Common shares, outstanding					13,324,608	13,290,803		1,316,702
Number of warrants outstanding					53,076,019	21,109,135		15,191,077
Spring Valley Acquisition III
Subsequent Events
Trust account balance \| $							$ 230,000,000
Number of warrants outstanding					14,712,778	14,712,778
Spring Valley Acquisition III \| Private Investment in Public Equity Financing
Subsequent Events
Transaction costs \| $			$ 107,700,000
Spring Valley Acquisition III \| Class A ordinary shares
Subsequent Events
Common shares, outstanding					0	0
Subsequent Events
Subsequent Events
Multiple voting shares, outstanding	10,556,367
Number of warrants outstanding	38,360,095
Number of shares called by each warrant	1
Beginning Balance (in shares)	7,294,729
Conversion ratio	1
Earnout shares, outstanding	13,497,733
Subsequent Events \| General Fusion Inc, Legacy Shareholders
Subsequent Events
Number of warrants outstanding	11,807,616
Subsequent Events \| Spring Valley Acquisition Sponsor
Subsequent Events
Number of warrants outstanding	15,996,112
Subsequent Events \| Private Investment in Public Equity Financing
Subsequent Events
Net proceeds \| $	$ 104,375,000
Transaction costs \| $	$ 107,675,000			$ 107,675,000
Subsequent Events \| Subordinate voting shares
Subsequent Events
Common shares, outstanding	52,988,419
Subsequent Events \| Subordinate voting shares \| General Fusion Inc, Legacy Shareholders
Subsequent Events
Common shares, outstanding	44,397,648
Subsequent Events \| Subordinate voting shares \| Spring Valley Acquisition Sponsor
Subsequent Events
Common shares, outstanding	6,666,667
Subsequent Events \| Subordinate voting shares \| Spring valley acquisition, public shareholders
Subsequent Events
Common shares, outstanding	1,924,104
Subsequent Events \| Spring Valley Acquisition III
Subsequent Events
Stock redeemed during period, shares		21,075,896
Net proceeds from trust account and operating account \| $	$ 19,000,000
Trust account balance \| $	$ 19,800,000
Multiple voting shares, outstanding	10,556,367
Number of warrants outstanding	36,693,428
Number of shares called by each warrant	1
Beginning Balance (in shares)	7,294,729
Conversion ratio	1
Earnout shares, outstanding	13,497,733
Subsequent Events \| Spring Valley Acquisition III \| Private Investment in Public Equity Financing
Subsequent Events
Net proceeds \| $	$ 104,400,000
Transaction costs \| $	107,700,000
Subsequent Events \| Spring Valley Acquisition III \| General Fusion Inc
Subsequent Events
Aggregate net proceeds \| $	$ 123,400,000
Subsequent Events \| Spring Valley Acquisition III \| Class A ordinary shares
Subsequent Events
Stock redeemed during period, shares		21,075,896
Subsequent Events \| Spring Valley Acquisition III \| Subordinate voting shares
Subsequent Events
Common shares, outstanding	52,988,419
Subsequent Events \| Spring Valley Acquisition III \| Subordinate voting shares \| General Fusion Inc, Legacy Shareholders
Subsequent Events
Common shares, outstanding	44,397,648
Subsequent Events \| Spring Valley Acquisition III \| Subordinate voting shares \| Spring Valley Acquisition Sponsor
Subsequent Events
Common shares, outstanding	6,666,667
Subsequent Events \| Spring Valley Acquisition III \| Subordinate voting shares \| Spring valley acquisition, public shareholders
Subsequent Events
Common shares, outstanding	1,924,104

Financial instruments - Foreign currency risk (Details) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2026 USD ($)	Jun. 30, 2026 CAD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2025 CAD ($)
Financial instruments
Change in USD and CAD exchange rate (in percentage)	10.00%	10.00%	10.00%	10.00%
Change in earnings on change in the USD and CAD exchange rate	$ 1,778	$ 2,526,000	$ 1,224	$ 1,678

SUBSEQUENT EVENTS

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Subsequent Events

SUBSEQUENT EVENTS

24.

Subsequent Events:

In addition to subsequent events previously disclosed:

26.Subsequent Events:

In addition to subsequent events previously disclosed:

Spring Valley Acquisition III

Subsequent Events

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS:

NOTE 10. SUBSEQUENT EVENTS

Concurrently with the execution and delivery of the Business Combination Agreement, the Company, General Fusion and the Sponsor entered into a letter agreement (the “Sponsor Letter”).

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
£ in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2025

USD ($)

$ / shares

Dec. 31, 2024

USD ($)

$ / shares

Operating Costs

Research and development (note 20)

$ 18,365

$ 23,016

Business development, marketing, communications and government relations (note 21)

3,502

2,690

General and administrative (note 22)

13,372

8,607

Depreciation and amortization (note 7, 8)

2,882

3,449

Prepaid rent write-down (note 18)

16,813

Government assistance (note 5)

(5,921)

(2,680)

Operating loss

32,200

51,895

Other Expense (Income)

Interest expense (note 9)

1,127

^[1]

883

^[1]

Interest income and other income (note 19)

(1,445)

(599)

Financing costs (note 11)

3,693

Loss on the revaluation of SIF contribution liabilities (note 10)

7,313

958

Loss (gain) on revaluation of convertible notes

(22,036)

^[2]

5,939

^[2]

Loss on revaluation of SAFE liabilities

10,133

Foreign exchange loss (gain)

321

(1,308)

Loss (gain) on disposal of assets

(10)

Loss before income taxes

31,296

57,775

Income tax expense (recovery) (note 17)

Current

Deferred

(15)

Income tax expense (recovery) (note 17)

(5)

Net loss for the year

31,370

57,770

Other comprehensive (income) loss:

Foreign currency translation

2,565

(311)

Changes in fair value of convertible notes attributable to changes in credit risk (note 9)

(57)

(290)

Reclassification of changes in fair value attributable to changes in credit risk upon settlement (note 9)

347

Total other comprehensive (income) loss for the period

2,855

(601)

Total comprehensive loss for the period

$ 34,225

$ 57,169

Net loss per share - basic | $ / shares

$ 5.4

$ 46.76

Net loss per share - diluted | $ / shares

$ 5.4

$ 46.76

Weighted-average number of common shares outstanding - basic | shares

6,169,127

^[3]

1,307,771

^[3]

Weighted-average number of common shares outstanding - diluted | shares

6,169,127

^[3]

1,307,771

^[3]

[1]	Of the Interest expense for the year ended December 31, 2025 and 2024, $1,081 and $816 is attributable to related parties, respectively.
[2]	Of the Loss (gain) on the revaluation of convertible notes for the year ended December 31, 2025 and 2024, ($20,729) and $5,587 is attributable to related parties, respectively.
[3]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

Share-based compensation plan - Fair value of stock options granted (Details)		6 Months Ended	12 Months Ended
	Aug. 06, 2025	Jun. 30, 2026 $ / shares	Dec. 31, 2025 $ / shares	Dec. 31, 2024 $ / shares
Share-based compensation plan
Reverse stock split conversion ratio	0.10	0.1	0.10	0.10
Equity classified stock options
Share-based compensation plan
Fair value of common shares (in dollars per share)		$ 1.53	$ 0.2	$ 9.3
Weighted average expected term		7 years	6 years 3 months 18 days	4 years 1 month 6 days
Weighted average expected volatility		110.00%	139.00%	93.00%
Weighted average risk-free interest rate		3.26%	3.10%	1.65%
Expected dividend
Reverse stock split conversion ratio	0.1		0.10	0.10
Liability classified stock options
Share-based compensation plan
Fair value of common shares (in dollars per share)		$ 1.65	$ 1.28	$ 9.3
Weighted average expected term		5 years 8 months 12 days	5 years 7 months 6 days	5 years
Weighted average expected volatility		110.00%	138.00%	122.00%
Weighted average risk-free interest rate		3.13%	2.93%	2.96%
Expected dividend
Reverse stock split conversion ratio	0.1		0.10	0.10
Liability classified stock options \| 2025 Grant Date
Share-based compensation plan
Fair value of common shares (in dollars per share)			$ 0.1
Weighted average expected term			6 years 2 months 12 days
Weighted average expected volatility			139.00%
Weighted average risk-free interest rate			3.10%
Expected dividend
Liability classified stock options \| 2024 Grant Date
Share-based compensation plan
Fair value of common shares (in dollars per share)				$ 9.3
Weighted average expected term				6 years 8 months 12 days
Weighted average expected volatility				123.00%
Weighted average risk-free interest rate				3.08%
Expected dividend

SIF contribution liability (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SIF contribution liability

Schedule of activity of convertible notes



Convertible Notes Continuity	Total
Balance, January 1, 2025	$	21,412
Accrued interest		909
Gain on the change in fair value of Convertible Notes		508
Change in fair value attributable to changes in credit risk		(57)
Foreign currency translation adjustment		1,137
Balance, June 30, 2025	$	23,909

Schedule of Warrant activity



		Number		Exercise Price
Warrants outstanding December 31, 2024		15,191,077		$	—
Issuance of SIF Warrants		5,918,058			—
Warrants outstanding December 31, 2025		21,109,135		$	—
Issuance of SIF Warrants		1,048,211			—
Preferred Share Warrants		30,918,673			—
Warrants outstanding, June 30, 2026		53,076,019		$	—



		Class B Common
		Number		Exercise Price
Warrants outstanding December 31, 2023		11,090,146		$	—
Issuance of SIF Warrants		4,100,931			—
Warrants outstanding December 31, 2024		15,191,077		$	—
Issuance of SIF Warrants		5,918,058			—
Warrants outstanding, December 31, 2025		21,109,135		$	—

SIF contribution liability

SIF contribution liability

Schedule of activity of convertible notes



	Warrant obligation		Funding liability		Total
Balance, January 1, 2025	$	1,553	$	14,128	$	15,681
SIF Warrant obligation		4,570		—		4,570
Issuance of SIF Warrants		(5,494)		5,494		—
Change in fair value		548		6,773		7,321
Foreign currency translation		180		617		797
Balance, December 31, 2025		1,357		27,012		28,369
SIF Warrant obligation		3,624		—		3,624
Issuance of SIF Warrants		(5,008)		5,008		—
Change in fair value		184		57,858		58,042
Foreign currency translation		(157)		(2,461)		(2,618)
Balance, June 30, 2026	$	—	$	87,417	$	87,417



		Warrant			Funding
		obligation			liability			Total
Balance, January 1, 2024		$	3,802		$	10,314		$	14,116
SIF Warrant obligation			1,548			—			1,548
Issuance of SIF Warrants			(3,789)			3,789			—
Change in fair value			182			1,040			1,222
Foreign currency translation			(190)			(1,015)			(1,205)
Balance, December 31, 2024			1,553			14,128			15,681
SIF Warrant obligation			4,570			—			4,570
Issuance of SIF Warrants			(5,494)			5,494			—
Change in fair value			548			6,773			7,321
Foreign currency translation			180			617			797
Balance, December 31, 2025		$	1,357		$	27,012		$	28,369

Schedule of assumptions used for calculation of convertible note



	June 30, 2026			December 31, 2025
Amount funded (CAD)	$	74,275		$	69,275
Market debt recovery rate		14 – 28	%		14 – 28	%
Risk-adjusted discount rate		13 – 20	%		13 – 20	%



		December 31,			December 31,
		2025			2024
Amount funded		$	50,544		$	41,113
Term (years)			0.25			0.3
Market debt recovery rate			14 – 28	%		14 – 28	%
Risk-adjusted discount rate			13 – 20	%		15 – 23	%

Commitments and contingencies

12 Months Ended

Dec. 31, 2025

Commitments and contingencies

Commitments and contingencies

24.

Commitments and contingencies:

Indemnifications:

SHAREHOLDERS' DEFICIT (Details)				6 Months Ended		10 Months Ended	12 Months Ended
SHAREHOLDERS' DEFICIT (Details)	Sep. 05, 2025 USD ($) $ / shares shares	Aug. 15, 2025 shares	Aug. 06, 2025 shares	Jun. 30, 2026 USD ($) Vote $ / shares shares	Jun. 30, 2025 USD ($)	Dec. 31, 2025 Vote $ / shares shares	Dec. 31, 2025 USD ($) Vote $ / shares shares	Dec. 31, 2024 USD ($) shares	Mar. 31, 2026 shares	Feb. 11, 2026 shares	Dec. 31, 2023 shares
Common share capital
Proceeds from issuance of SIF Warrants (note 11) \| $				$ 3,624,000	$ 4,570,000		$ 4,570,000	$ 1,548,000
Common shares, issued				13,324,608		13,290,803	13,290,803	1,316,702
Common shares, outstanding				13,324,608		13,290,803	13,290,803	1,316,702
Common shares redemption, issued			180,827,421			189,817,561	189,817,561	18,082,742
Common shares redemption, outstanding			180,827,421			189,817,561	189,817,561	18,082,742			17,757,257
Conversion ratio			0.10	0.1			0.10	0.10
Spring Valley Acquisition III
Common share capital
Preferred shares, shares authorized				1,000,000		1,000,000	1,000,000
Preferred shares, par value (in dollars per share) \| $ / shares				$ 0.0001		$ 0.0001	$ 0.0001
Preferred shares, shares issued				0		0	0
Preferred shares, shares outstanding				0		0	0
Spring Valley Acquisition III \| Public Warrants
Common share capital
Number of warrants in a unit				0.33		0.33	0.33
Exercise price \| $ / shares				$ 11.5		$ 11.5	$ 11.5
Spring Valley Acquisition III \| Private Placement Warrants
Common share capital
Number of warrants issued	7,046,111					7,046,111
Price per warrant issued \| $ / shares	$ 0.9
Proceeds from issuance of SIF Warrants (note 11) \| $	$ 6,341,500
Spring Valley Acquisition III \| IPO including over-allotment
Common share capital
Number of units issued	23,000,000
Price per unit issued \| $ / shares	$ 10
Gross proceeds \| $	$ 230,000,000
Spring Valley Acquisition III \| Underwriters over-allotment option
Common share capital
Number of units issued	3,000,000
Spring Valley Acquisition III \| Underwriters over-allotment option \| Private Placement Warrants
Common share capital
Number of warrants issued	2,555,556
Spring Valley Acquisition III \| Private placement \| Private Placement Warrants \| Underwriters
Common share capital
Number of warrants issued	2,555,556
Price per warrant issued \| $ / shares	$ 0.9
Proceeds from issuance of SIF Warrants (note 11) \| $	$ 2,300,000
Sponsor \| Spring Valley Acquisition III \| Private Placement Warrants
Common share capital
Number of warrants issued	4,490,555
Sponsor \| Spring Valley Acquisition III \| Private placement \| Private Placement Warrants
Common share capital
Number of warrants issued	4,490,555
Price per warrant issued \| $ / shares	$ 0.9
Proceeds from issuance of SIF Warrants (note 11) \| $	$ 4,041,500
Class A ordinary shares \| Spring Valley Acquisition III
Common share capital
Common shares, authorized				200,000,000		200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001		$ 0.0001	$ 0.0001
Number of votes per share \| Vote				1		1	1
Number of shares in a unit				1		1	1
Common shares, issued				0		0	0
Common shares, outstanding				0		0	0
Class A ordinary shares \| Spring Valley Acquisition III \| Public Warrants
Common share capital
Number of shares called by each warrant				1		1	1			1
Exercise price \| $ / shares				$ 11.5		$ 11.5	$ 11.5
Class A ordinary shares \| Spring Valley Acquisition III \| Private Placement Warrants
Common share capital
Number of shares called by each warrant				1		1	1
Exercise price \| $ / shares				$ 11.5		$ 11.5	$ 11.5
Class A ordinary shares subject to possible redemption \| Spring Valley Acquisition III
Common share capital
Common shares redemption, issued				23,000,000		23,000,000	23,000,000
Common shares redemption, outstanding				23,000,000		23,000,000	23,000,000
Class B common shares
Common share capital
Common shares, issued						0	0	0
Common shares, outstanding						0	0	0
Common shares redemption, issued				3,500,000		0	0
Common shares redemption, outstanding				3,500,000		0	0		3,500,000
Class B common shares \| Spring Valley Acquisition III
Common share capital
Common shares, authorized				20,000,000		20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001		$ 0.0001	$ 0.0001
Number of votes per share \| Vote				1		1	1
Common shares, issued				7,666,667		7,666,667	7,666,667
Common shares, outstanding				7,666,667		7,666,667	7,666,667
Conversion ratio				1		1
Class B common shares \| Founder shares \| Spring Valley Acquisition III
Common share capital
Common shares, outstanding		7,666,667
Number of shares no longer subject to forfeiture	1,000,000
Conversion ratio		1.33
Class B common shares \| Founder shares \| Sponsor \| Spring Valley Acquisition III
Common share capital
Common shares, outstanding		7,546,667
Number of shares subject to forfeiture						1,000,000	1,000,000
Founder shares as percentage of issued and outstanding shares, if forfeiture is made (in %)						25.00%
Number of shares no longer subject to forfeiture	1,000,000

Significant accounting policies

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Significant accounting policies

Significant accounting policies

3.	Significant accounting policies:

(a)

Use of estimates:

(b)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements not yet adopted:

3.Significant accounting policies:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

(b)

Cash and cash equivalents, and restricted cash:

Restricted cash includes cash that has been pledged as security and is not available for immediate disbursement.

3.Significant accounting policies: (continued)

(c)

Government assistance:

(d)

Property and equipment:



Machinery and equipment		3 - 5 years
Computers, software and hardware		2 - 3 years
Leasehold improvements		Shorter of the estimated
		lease term or useful life

(e)

Impairment of long-lived assets:

3.Significant accounting policies: (continued)

(f)

Leases:

(g)

Convertible notes:

(h)

Deferred income taxes:

3.Significant accounting policies: (continued)

(i)

Advertising:

(j)

Research and development costs:

(k)

Internal-use software:

(l)

Fair value of financial instruments:

(Level 1) - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

(Level 2) - Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and,

(Level 3) - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

3.Significant accounting policies: (continued)

(m)

Redeemable convertible preferred shares:

(n)

Redeemable convertible preferred shares warrants:

(o)

Common share warrants:

3.Significant accounting policies: (continued)

(p)

SIF contribution liability:

(q)

Foreign currency:

(r)

Share-based payments:

3.Significant accounting policies: (continued)

(s)

SAFE liabilities

(t)

Net loss per share:

For additional information on how the Company calculates net loss per share, refer to note 25.

(u)

Operating segments:

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is considered to be the Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The significant segment expenses reviewed by the CODM are consistent the presentation of expenses as shown in note 20, 21 and 22 within these consolidated financial statements.

The Company’s operations are carried on in the following geographic locations:



		As of December 31
Long-lived assets		2025			2024
Canada		$	9,379		$	11,590
United Kingdom			—			65
Total		$	9,379		$	11,655

3.Significant accounting policies: (continued)

(v)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements adopted:

(ii)

Accounting pronouncements not yet adopted:

FAIR VALUE MEASUREMENTS

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Spring Valley Acquisition III

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS:

The fair value hierarchy applied in these measurements is described in Note 2.

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Level 1:

Level 2:

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.



Description		Level		June 30, 2026
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	236,690,350
Liability:
Subscription agreement liability		3		$	21,975,641



Description		Level		December 31, 2025
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	232,809,646



Subscription agreement liability, December 31, 2025	$	—
Initial recognition		—
Change in fair value	$	13,854,870
Subscription agreement liability, March 31, 2026	$	13,854,870
Change in fair value	$	8,120,771
Subscription agreement liability, June 30, 2026	$	21,975,641

NOTE 8. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.



	September 5, 2025
Underlying stock price	$	9.92
Exercise price	$	11.50
Volatility		4.0	%
Remaining term (years)		7.01
Risk-free rate		3.73	%
Black-Scholes value	$	1.14
Pre-adjusted value per share	$	1.14
Implied market value adjustment		21.20	%

At December 31, 2025, assets held in the Trust Account were comprised of $232,809,646 in money market funds which are invested primarily in U.S. Treasury Securities.



Description		Level		December 31, 2025
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1		$	232,809,646

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

RELATED PARTY TRANSACTIONS

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

15.

Related party loans:

Spring Valley Acquisition III

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS:

Founder Shares

Promissory Note — Related Party

Convertible Promissory Note — Related Party

NOTE 5. RELATED PARTY TRANSACTIONS: (continued)

Administrative Services Agreement

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note — Related Party

IPO Note were paid simultaneously with the closing of the Initial Public Offering. Borrowings under the IPO Note are no longer available.

Administrative Services Agreement

Commencing on September 3, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $30,000 per month for office space and administrative support. The Company incurred $120,000 in such fees included as general and administrative expenses on the accompanying statement of operations for the period from March 12, 2025 (inception) through December 31, 2025.

Related Party Loans

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Supplemental cash flow information (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Supplemental cash flow information
Accounts payable relating to the purchase of property and equipment	$ 19	$ 32	$ 173

Interest and other income

12 Months Ended

Dec. 31, 2025

Interest and other income

Interest and other income

19.Interest and other income

During the year ended December 31, 2025, the Company settled a portion of outstanding payables through the issuance of warrants of the Company. In December 2025, the Company issued 1,122,904 warrants exercisable into Class A common shares of the Company for a period of 12-months from the date of issuance for no additional consideration. The Company determined that the warrants met the criteria for equity classification, and the fair value of the warrants was based on the estimated fair value of the Company’s Class A common shares which the warrants are exercisable into. The fair value the warrant consideration was estimated at $1,067, which resulted in a gain of $923 being recognized within other income in the consolidated statement of operations and comprehensive loss on the settlement of the payables.

General and administrative expenses (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

General and administrative expenses

Schedule of general and administrative expenses



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	1,092	$	1,163	$	2,335	$	2,239
Professional fees and contractors		1,048		106		1,619		410
Transaction related costs		632		—		1,303		—
Office, insurance, and travel		455		236		1,044		453
Software and information technology		221		160		419		291
Share-based compensation		2,914		74		5,120		486
Total	$	6,362	$	1,739	$	11,840	$	3,879



		Year ended December 31
		2025		2024
Salaries and benefits		$	4,115	$	4,425
Professional fees and contractors			740		(186)
Transaction related costs			1,105		—
Office, insurance and travel			1,119		1,105
Software and information technology			662		718
Share-based compensation			5,631		2,545
Total		$	13,372	$	8,607

Research and development expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Research and development expenses
Salaries and benefits	$ 3,056	$ 2,848	$ 6,063	$ 6,192	$ 10,068	$ 13,877
Materials and consumables	945	351	1,803	1,661	2,732	4,305
Professional fees and contractors	293	(8)	453	201	494	1,071
Office, insurance and travel	480	328	1,036	778	1,674	1,720
Software and information technology	166	144	316	312	597	1,063
Share-based compensation	1,492	13	2,544	187	2,800	980
Total	$ 6,432	$ 3,676	$ 12,215	$ 9,331	$ 18,365	$ 23,016

Share-based compensation plan - Share-based liabilities measured at fair value (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Share-based compensation plan
Liability, beginning balance	$ 28,369	$ 15,681	$ 14,116
Liability, ending balance		28,369	15,681
Liability classified stock options
Share-based compensation plan
Liability, beginning balance	15,545	6,889	4,244
Share-based compensation	2,801	3,235	3,258
Exercise of stock options	(10)	(2)
Change in fair value of share-based compensation	4,810	5,056	(178)
Foreign currency translation adjustment	(669)	367	(435)
Liability, ending balance	$ 22,477	$ 15,545	$ 6,889

Financial instruments

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Financial instruments

Financial instruments

17.

Financial instruments:

(a)

Classification of financial instruments:

Cash and restricted cash are recorded at amortized cost.

Accounts payable and accrued liabilities are measured at amortized cost.

Convertible notes are recorded at fair value using the Monte-Carlo simulation valuation method.

Warrant liabilities and share-based compensation are recorded at fair value using the Black-Scholes valuation method.

The fair value of SAFE liabilities is estimated using the PWERM valuation approach. The fair value of the SAFE Warrants is estimated using the Black-Scholes model.

The fair value of the preferred shares and warrants contained within the PIPE subscriptions agreements were estimated using the Monte Carlo simulation method.

17.

Financial instruments: (continued)

(b)

Fair values:

The financial instruments measured at fair value and their level within the fair value hierarchy are illustrated in the following table:



December 31, 2025		Level 1			Level 2			Level 3
SIF contribution liability		$	—		$	—		$	28,369
Share-based compensation			—			—			15,545
SAFE liabilities			—			—			44,340
SAFE Warrants			—			—			13,171



June 30, 2026		Level 1			Level 2			Level 3
SIF contribution liability		$	—		$	—		$	87,417
Share-based compensation			—			—			22,477
SAFE liabilities			—			—			56,153
SAFE Warrants			—			—			15,467
PIPE subscription obligation			—			—			21,976

(c)

Risk management:

In the normal course of business, the Company is exposed to a number of risks that can affect its operating performance. These risks and the actions taken to manage them are discussed below:

(i)

Foreign currency risk:

17.

Financial instruments: (continued)

(ii)

Credit risk:

(iii)

Financial risk:

(iv)

Liquidity risk:

16.

Financial instruments:

(a)

Classification of financial instruments:

Cash and restricted cash are recorded at amortized cost.

Accounts payable and accrued liabilities are measured at amortized cost.

Convertible notes are recorded at fair value using the Monte-Carlo simulation valuation method.

Warrant liabilities and Share-based compensation are recorded at fair value using the Black-Scholes valuation method.

The fair value of SAFE liabilities is estimated using the PWERM valuation approach. The fair value of the SAFE Warrants is estimated using the Black-Scholes model.

(b)

Fair values:

The financial instruments measured at fair value and their level within the fair value hierarchy are illustrated in the following table:



December 31, 2024		Level 1			Level 2			Level 3
Warrant liability		$	—		$	—		$	10
SIF contribution liability			—			—			15,681
Share-based compensation			—			—			6,889
Convertible notes			—			—			21,412



December 31, 2025		Level 1			Level 2			Level 3
SIF Contribution liability		$	—		$	—		$	28,369
Share-based compensation			—			—			15,545
SAFE liabilities			—			—			57,511

16.

Financial instruments: (continued)

The estimated fair values of the warrant liability, share-based compensation liability, SIF contribution liability, and SAFE Warrants are considered Level 3 fair value measurements due to the use of the estimated per share fair value of the Company’s common shares, which is classified as a level 3 input within the fair value measurement hierarchy. The estimated probability of a full or partial cash settlement for the SIF contribution liability is determined by management and is classified as a Level 3 input within the fair value measurement hierarchy.

The estimated fair values of the convertible notes are considered Level 3 fair value measurements due to the use of the estimated per share fair value of the Company’s preferred shares, which is classified as a level 3 input within the fair value measurement hierarchy.

(c)

Risk management:

In the normal course of business, the Company is exposed to a number of risks that can affect its operating performance. These risks and the actions taken to manage them are discussed below:

(i)

Foreign currency risk:

Foreign currency risk exposures arise from transactions denominated in a currency other than the functional currency of our legal entities. Our foreign risk currency arises primarily with respect to the U.S. dollar denominated balances in our Canadian functional currency entity. Based on the Company’s USD denominated monetary assets and monetary liabilities at December 31, 2025, a 10% change in the USD and CAD exchange rate would change the Company’s net loss by approximately $1,224 (CAD 1,678).

(ii)

Credit risk:

Credit risk reflects the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. This risk arises principally in respect of the Company’s cash and cash equivalents. The majority of the Company’s bank balances are uninsured as of December 31, 2025. In order to mitigate its exposure to credit risk, the Company monitors its financial assets and maintains substantially all of cash deposits in Schedule I chartered banks in Canada. The Company does not consider any of its financial assets to be impaired as of December 31, 2025.

(iii)

Financial risk:

(iii)

Liquidity risk:

INVESTMENTS HELD IN TRUST	6 Months Ended
INVESTMENTS HELD IN TRUST	Jun. 30, 2026
Spring Valley Acquisition III
INVESTMENTS HELD IN TRUST
INVESTMENTS HELD IN TRUST	NOTE 4. INVESTMENTS HELD IN TRUST The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. In contrast, when the investments held in Trust Account are comprised of money market funds, these are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 19, 2026, the Company withdrew $140,482 from the Trust Account for working capital purposes. On May 5, 2026, the Company withdrew $102,326 from the Trust Account for working capital purposes. At June 30, 2026, assets held in the Trust Account were comprised of $236,690,350 in money market funds which are invested primarily in U.S. Treasury Securities. See Note 1 for details on the Trust Account withdrawal rights and balances.

SIF contribution liability

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SIF contribution liability

SIF contribution liability

11.

SIF contribution liability:

The Amended and Restated SIF Contribution Agreement defines the issuance of the SIF Warrants and Preferred Share Warrants as repayment for funding received under the arrangement; however, an event of default could require the Company to make repayment in the form of SIF Warrants or Preferred Share Warrants, cash or a combination thereof. Accordingly, the SIF contribution liability includes the estimated the fair values of each of the distinct repayment options.

A summary of the Company’s SIF contribution liability amount is as follows:



	Warrant obligation		Funding liability		Total
Balance, January 1, 2025	$	1,553	$	14,128	$	15,681
SIF Warrant obligation		4,570		—		4,570
Issuance of SIF Warrants		(5,494)		5,494		—
Change in fair value		548		6,773		7,321
Foreign currency translation		180		617		797
Balance, December 31, 2025		1,357		27,012		28,369
SIF Warrant obligation		3,624		—		3,624
Issuance of SIF Warrants		(5,008)		5,008		—
Change in fair value		184		57,858		58,042
Foreign currency translation		(157)		(2,461)		(2,618)
Balance, June 30, 2026	$	—	$	87,417	$	87,417

As a result of funding received under the Amended and Restated SIF Contribution Agreement during the three and six months ended June 30, 2026, the Company recognized a financial liability to SIF of $45,141, measured at the fair value of the associated warrant consideration. The excess of the fair value of the liability over the proceeds received was recognized as a loss on initial recognition and is presented within the loss on revaluation of the SIF contribution liability within the statement of operations.

The fair value of the SIF contribution liability includes the funding liability and warrant obligation. The funding liability represents the fair value of the issued SIF Warrants, Preferred Share Warrants and the contingent obligation to repay contributions in cash upon an event of default (the “Contingent Repayment Obligation”). Amounts reported as warrant obligation represent the value for contributions received, for which SIF Warrants have yet to be issued. The fair value of the funding liability was estimated using the PWERM, which accounts for the complexity of the dual-settlement nature of the arrangement by assigning probabilities to discrete future outcomes.

11.

SIF contribution liability (continued):

The valuation considers two settlement alternatives:

●

Warrant Settlement Scenario: This scenario assumes the Company satisfies its obligation through the issuance of warrants based on the defined terms of the Amended and Restated SIF Contribution Agreement.

●

Cash Repayment Scenario: This scenario assumes a trigger event that necessitates a cash repayment of the funding received.

As of June 30, 2026 and December 31, 2025, management has judged it highly likely that the obligation will be settled through the issuance of SIF Warrants and SIF Preferred Share Warrants rather than cash repayment. This judgment is based on the Company’s compliance with the SIF Contribution Agreement, including but not limited to, quarterly and annual compliance reporting to SIF, which includes details of expenditures incurred under the arrangement on a disaggregated level as well as underlying support documents. The reports are reviewed by SIF on a quarterly basis. Consequently, the PWERM reflects a significantly higher probability weighting toward the warrant settlement scenario.

As of June 30, 2026, the estimated fair value of the Contingent Repayment Obligation was $131 with the remaining fair value of the funding liability attributable to the issued SIF Warrants and Preferred Share Warrants (December 31, 2025 – $102). As of June 30, 2026, in determining the fair value of the funding liability, the Company judged the probability of cash repayment to be 1% with the remaining probability allocated to repayment via SIF Warrants and SIF Preferred Share Warrants (December 31, 2025 – 1%).

The value of the Contingent Repayment Obligation that is subject to the PWERM valuation is estimated using a discounted cash flow model. The assumptions used within the discounted cash flow model for the June 30, 2026 and December 31, 2025 valuations are set forth in the table below.



	June 30, 2026			December 31, 2025
Amount funded (CAD)	$	74,275		$	69,275
Market debt recovery rate		14 – 28	%		14 – 28	%
Risk-adjusted discount rate		13 – 20	%		13 – 20	%

As of June 30, 2026, the fair value of the SIF contribution liability was estimated using the common share value of $1.65 (December 31, 2025 - $1.28).

11.

SIF contribution liability (continued):

Sensitivities for key assumptions were as follows:

●

with other variables unchanged, an increase or decrease in the estimated common share price of 20% would result in an increase decrease in the fair value of the SIF contribution liability by approximately $17.5 million or ($17.5 million), respectively;

●

with other variables unchanged, an increase the estimated probability of cash repayment of amounts received under the SIF contribution liability from 1% to 5% with a corresponding decrease in the probability repayment via SIF Warrants would result in a decrease in the estimated fair value of the liability of approximately $4.2 million.

A summary of the SIF Warrants and Preferred Share Warrants issued and outstanding is as follows:



		Number		Exercise Price
Warrants outstanding December 31, 2024		15,191,077		$	—
Issuance of SIF Warrants		5,918,058			—
Warrants outstanding December 31, 2025		21,109,135		$	—
Issuance of SIF Warrants		1,048,211			—
Preferred Share Warrants		30,918,673			—
Warrants outstanding, June 30, 2026		53,076,019		$	—

The SIF Warrants were not subject to the August 2025 reverse share split. Refer to note 14.

10.

SIF contribution liability:

The SIF contribution defines the issuance of the SIF Warrants as repayment for funding received under the SIF Contribution Agreement; however, an event of default could require the Company to make repayment in the form of SIF Warrants and/or cash. Therefore, the SIF contribution liability includes the estimated the fair values of each of the distinct repayment options.

A summary of the Company’s SIF contribution liability amount is as follows:



		Warrant			Funding
		obligation			liability			Total
Balance, January 1, 2024		$	3,802		$	10,314		$	14,116
SIF Warrant obligation			1,548			—			1,548
Issuance of SIF Warrants			(3,789)			3,789			—
Change in fair value			182			1,040			1,222
Foreign currency translation			(190)			(1,015)			(1,205)
Balance, December 31, 2024			1,553			14,128			15,681
SIF Warrant obligation			4,570			—			4,570
Issuance of SIF Warrants			(5,494)			5,494			—
Change in fair value			548			6,773			7,321
Foreign currency translation			180			617			797
Balance, December 31, 2025		$	1,357		$	27,012		$	28,369

The fair value of the SIF contribution liability includes the funding liability and warrant obligation. The funding liability represents the fair value of the issued SIF Warrants and the contingent contribution repayment obligation. Amounts reported as warrant obligation represent the value for contributions received, for which SIF Warrants have yet to be issued. The fair value of the funding liability was estimated using the Probability-Weighted Expected Return Method (“PWERM”) as the PWERM accounts for the complexity of the dual-settlement nature of the arrangement by assigning probabilities to discrete future outcomes.

10.

SIF contribution liability: (continued)

The valuation considers two settlement alternatives:

Warrant Settlement Scenario: This scenario assumes the Company satisfies its obligation through the issuance of warrants based on the defined terms of the SIF Contribution Agreement.

Cash Repayment Scenario: This scenario assumes a trigger event that necessitates a cash repayment of the funding received.

As of December 31, 2025, management has judged it highly likely that the obligation will be settled through the issuance of SIF Warrants rather than cash repayment. This judgment is based on the Company’s compliance with the SIF Contribution Agreement, including but not limited to, quarterly and annual compliance reporting to SIF, which includes details of expenditures incurred under the arrangement on a disaggregated level as well as underlying support documents. The reports are reviewed by SIF on a quarterly basis. Consequently, the PWERM reflects a significantly higher probability weighting toward the warrant settlement scenario.

As of December 31, 2025, the estimated fair value of the contingent contribution repayment obligation was $102 with the remaining fair value of the funding liability attributable to the SIF Warrants (December 31, 2024 – $93). As of December 31, 2025, in determining the fair value of the funding liability, we judged the probability of cash repayment to be 1% with the remaining probability allocated to repayment via SIF Warrants (2024 – 1%).

The value of the contingent contribution repayments that is subject to the PWERM valuation is estimated using a discounted cash flow model. The assumptions used within the discounted cash flow model for the December 31, 2025 and December 31, 2024 valuations are set forth in the table below.



		December 31,			December 31,
		2025			2024
Amount funded		$	50,544		$	41,113
Term (years)			0.25			0.3
Market debt recovery rate			14 – 28	%		14 – 28	%
Risk-adjusted discount rate			13 – 20	%		15 – 23	%

At December 31, 2025, the fair value of the SIF Warrants and SIF Warrant obligation was estimated using the common share value of $1.28 (December 31, 2024 - $9.30). The December 31, 2024 common share value of $9.30 has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025.

Sensitivities for key assumptions were as follows:

10.

SIF contribution liability: (continued)

A summary of the Company’s SIF Warrants is as follows:



		Class B Common
		Number		Exercise Price
Warrants outstanding December 31, 2023		11,090,146		$	—
Issuance of SIF Warrants		4,100,931			—
Warrants outstanding December 31, 2024		15,191,077		$	—
Issuance of SIF Warrants		5,918,058			—
Warrants outstanding, December 31, 2025		21,109,135		$	—

The SIF Warrants were not subject to the August 2025 reverse share split. Refer to Note 12.

SIF contribution liability - Narratives (Details) $ in Thousands		6 Months Ended	12 Months Ended
	Aug. 06, 2025	Jun. 30, 2026 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares
SIF contribution liability
Reverse stock split conversion ratio	0.10	0.1	0.10	0.10
SIF contribution liability
SIF contribution liability
Fair value of the contingent contribution repayment obligation		$ 131	$ 102
Probability of cash repayment		0.01	0.01
Reverse stock split conversion ratio				10
SIF contribution liability \| Share price
SIF contribution liability
Liability, measurement input \| $ / shares		1.65	1.28	9.3
Sensitivity analysis, fair value, financial liability, percentage impact		20.00%	20.00%
Sensitivity analysis, impact on financial liability fair value due to increase in input		$ 17,500	$ 5,700
Sensitivity analysis, impact on financial liability fair value due to decrease in input		$ 17,500	$ 4,700
SIF contribution liability \| Cash repayment Probability
SIF contribution liability
Sensitivity analysis, fair value, financial liability, percentage impact		5.00%	5.00%
Funding liability
SIF contribution liability
Fair value of the contingent contribution repayment obligation			$ 102	$ 93
Probability of cash repayment			0.01
Probability of repayment via warrants		0.01	1	0.01
Funding liability \| Share price
SIF contribution liability
Sensitivity analysis, impact on financial liability fair value due to increase in input		$ 4,200	$ 500

General and administrative expenses

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

General and administrative expenses

General and administrative expenses

21.

General and administrative expenses:



	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Salaries and benefits	$	1,092	$	1,163	$	2,335	$	2,239
Professional fees and contractors		1,048		106		1,619		410
Transaction related costs		632		—		1,303		—
Office, insurance, and travel		455		236		1,044		453
Software and information technology		221		160		419		291
Share-based compensation		2,914		74		5,120		486
Total	$	6,362	$	1,739	$	11,840	$	3,879

22.

General and administrative expenses:



		Year ended December 31
		2025		2024
Salaries and benefits		$	4,115	$	4,425
Professional fees and contractors			740		(186)
Transaction related costs			1,105		—
Office, insurance and travel			1,119		1,105
Software and information technology			662		718
Share-based compensation			5,631		2,545
Total		$	13,372	$	8,607

Project Development Agreement with the UK Atomic Energy Authority (Details) £ in Thousands, $ in Thousands			12 Months Ended
	Oct. 13, 2021 GBP (£)	Oct. 13, 2021 USD ($)	Dec. 31, 2024 GBP (£)	Dec. 31, 2024 USD ($)
Project Development Agreement with the UK Atomic Energy Authority
Funding contribution amount	£ 30,000	$ 38,350
Lease term	19 years	19 years
Prepaid rent write-down			£ 13,309	$ 16,813

Significant accounting policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Significant accounting policies

Use of estimates

(a)

Use of estimates:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Cash and cash equivalents, and restricted cash

(b)

Cash and cash equivalents, and restricted cash:

Restricted cash includes cash that has been pledged as security and is not available for immediate disbursement.

Government assistance

(c)

Government assistance:

Property and equipment

(d)

Property and equipment:



Machinery and equipment		3 - 5 years
Computers, software and hardware		2 - 3 years
Leasehold improvements		Shorter of the estimated
		lease term or useful life

Impairment of long-lived assets

(e)

Impairment of long-lived assets:

Leases

(f)

Leases:

Convertible notes

(g)

Convertible notes:

Deferred income taxes

(h)

Deferred income taxes:

Advertising

(i)

Advertising:

Research and development costs

(j)

Research and development costs:

Internal-use software

(k)

Internal-use software:

Fair value of financial instruments

(l)

Fair value of financial instruments:

(Level 1) - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

(Level 2) - Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and,

(Level 3) - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Redeemable convertible preferred shares

(m)

Redeemable convertible preferred shares:

Redeemable convertible preferred shares warrants

(n)

Redeemable convertible preferred shares warrants:

Common share warrants

(o)

Common share warrants:

SIF contribution liability

(p)

SIF contribution liability:

Foreign currency

(q)

Foreign currency:

Share-based payments

(r)

Share-based payments:

SAFE liabilities

(s)

SAFE liabilities

Net loss per share

(t)

Net loss per share:

For additional information on how the Company calculates net loss per share, refer to note 25.

Operating segments

(u)

Operating segments:

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is considered to be the Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The significant segment expenses reviewed by the CODM are consistent the presentation of expenses as shown in note 20, 21 and 22 within these consolidated financial statements.

The Company’s operations are carried on in the following geographic locations:



		As of December 31
Long-lived assets		2025			2024
Canada		$	9,379		$	11,590
United Kingdom			—			65
Total		$	9,379		$	11,655

Recently issued and newly adopted accounting pronouncements

(b)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements not yet adopted:

(v)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements adopted:

(ii)

Accounting pronouncements not yet adopted:

Subsequent Events (Details) $ / shares in Units, $ in Thousands		1 Months Ended	7 Months Ended
	Jul. 10, 2026 USD ($)	Jan. 31, 2026 USD ($) $ / shares shares	Aug. 06, 2025 shares
Subsequent Events
Rights Offering Share Organization (in shares)			11,960,583
PIPE financing
Subsequent Events
Number of units issued		10,556,367
Price per unit issued \| $ / shares		$ 10.2
Number of shares in a unit		1
Number of warrants in a unit		1
Exercise price per unit of warrants or rights outstanding. \| $ / shares		$ 12
Subsequent events \| Non-voting class B common stock
Subsequent Events
Transaction costs \| $		$ 350
Rights Offering Share Organization (in shares)		3,500,000
Non-voting common stock, conversion ratio		1
Non-voting common stock, redemption amount \| $		$ 350
Subsequent events \| PIPE financing
Subsequent Events
Transaction costs \| $	$ 107,675	$ 107,675
Number of units issued		10,556,367
Price per unit issued \| $ / shares		$ 10.2
Number of shares in a unit		1
Number of warrants in a unit		1
Exercise price per unit of warrants or rights outstanding. \| $ / shares		$ 12
Subsequent events \| Spring valley acquisition corp III \| General Fusion Inc
Subsequent Events
Pre-money valuation amount \| $		$ 600,000
Potential earnout amount \| $		$ 125,000
Potential earnout period		5 years
Cash in trust \| $		$ 230,000
Subsequent events \| Spring valley acquisition sponsor \| General Fusion Inc
Subsequent Events
Potential earnout amount \| $		$ 10,000

Basic and diluted net loss per share

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Basic and diluted net loss per share

Basic and diluted net loss per share

23.

Basic and diluted net loss per share:

The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding:



	Three months ended June 30,				Six months ended June 30,
	2026		2025⁽¹⁾		2026		2025⁽¹⁾
Net loss for the period	$	83,692	$	4,022	$	122,504	$	9,710
F1 preferred shares deemed dividend		—		—		—		1,694
Loss attributable to common shareholders		83,692		4,022		122,504		11,404
Basic and diluted weighted average number of shares outstanding		14,440,768		1,317,732		14,435,062		1,317,220
Net loss per share attributable to common shareholders, basic and diluted	$	5.80	$	3.05	$	8.49	$	8.66

(1)	The weighted average shares outstanding for the three and six month periods ended June 30, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 14 for details.

In each of the three and six month periods ended June 30, 2026 and 2025, the Company was in a loss position and therefore diluted loss per share is equal to basic loss per share.

23.

Basic and diluted net loss per share: (continued)

25.

Basic and diluted net loss per share:

The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding:



		Year-ended December 31
		2025		2024
Net loss for the year		$	31,370	$	57,770
F1 preferred shares deemed dividend			1,694		3,384
Rights offering deemed dividend			459
Loss attributable to common shareholders		$	33,523	$	61,154
Basic and diluted weighted average number of shares outstanding			6,209,121		1,307,771
Net loss per share attributable to common shareholders, basic and diluted		$	5.40	$	46.76

(1)	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

In each of the years ended December 31, 2025 and 2024, the Company was in a loss position and therefore diluted loss per share is equal to basic loss per share.

PRIVATE PLACEMENT	10 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2025
Spring Valley Acquisition III
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on September 5, 2025, the Sponsor purchased 4,490,555 Private Placement Warrants at a price of $0.90 per warrant, generating gross proceeds of $4,041,500 in the aggregate. The underwriters have used a portion of their underwriting discount and commission and purchased an aggregate of 2,555,556 Private Placement Warrants at a price of $0.90 per warrant, generating gross proceeds of $2,300,000 in the aggregate. Each whole public warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Securities were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Securities held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants expire worthless.

Government assistance - Statement of operations (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Government assistance
Government assistance (note 5)	$ 801	$ 5,921	$ 5,921	$ 2,680
SIF
Government assistance
Government assistance (note 5)			$ 5,921	2,548
Other
Government assistance
Government assistance (note 5)		$ 14		$ 132

SUBSEQUENT EVENTS (Details) - Spring Valley Acquisition III - General Fusion	Jan. 21, 2026 $ / shares shares
Subsequent Events
Subsequent Events
Purchase an aggregate unit	10,556,367
Price per unit issued \| $ / shares	$ 10.2
Number of warrants in a unit	1
Exercise price \| $ / shares	$ 12
Convertible Preferred Shares
Subsequent Events
Number of shares in a unit	1

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)					1 Months Ended	6 Months Ended		10 Months Ended	12 Months Ended
	Jan. 21, 2026	Sep. 05, 2025	Aug. 06, 2025	Mar. 28, 2025	Jan. 31, 2026	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Feb. 11, 2026
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from issuance of SIF Warrants (note 11)						$ 3,624,000	$ 4,570,000		$ 4,570,000	$ 1,548,000
Cash and cash equivalents (note 4)						$ 31,975,000		$ 49,125,000	49,125,000	$ 6,392,000
Settlement of related party loans			$ 1,408,000
PIPE financing
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued					10,556,367
Price per unit issued					$ 10.2
Number of shares in a unit					1
Number of warrants in a unit					1
Exercise price					$ 12
Spring Valley Acquisition III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Transaction costs		$ 14,319,936
Cash underwriting fee		4,600,000
Deferred Underwriting Fee		9,200,000						9,200,000	$ 9,200,000
Other offering costs		519,936						$ 519,936
Percent of fair market value of target businesses								80.00%
Percentage of ownership interest to be acquired								50.00%
Accrued interest		$ 230,000,000
Share price						$ 10		$ 10	$ 10
Number of business days prior to business combination								2 days
Permitted Withdrawals percentage						5.00%		5.00%
Percentage of restriction on redemption of shares								15.00%	15.00%
Redemption percentage of shares if business combination not completed								100.00%
Maximum period to complete the business combination								24 months
Maximum number of business days for completion of redemption								10 days
Dissolution expense payable from interest earned on trust account								$ 100,000	$ 100,000
Cash and cash equivalents (note 4)						$ 1,889,472		749,812	749,812
Working capital deficit								$ 748,063	$ 748,063
Spring Valley Acquisition III \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Share price								$ 10	$ 10
Exercise price per share	$ 0.9
Spring Valley Acquisition III \| Sponsor \| Unsecured promissory note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate principal amount				$ 250,000		151,636		$ 151,636	$ 151,636
Spring Valley Acquisition III \| Founder shares \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sponsor earnout shares	1,000,000
Transferred founder shares	1,250,000
Shares lock up period	6 months
Spring Valley Acquisition III \| Related Party Loans
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price								$ 0.09	$ 0.09
Loans outstanding								$ 0	$ 0
Spring Valley Acquisition III \| Related Party Loans \| Maximum
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Settlement of related party loans						$ 1,500,000,000,000		$ 1,500,000
Spring Valley Acquisition III \| Working Capital Loan \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Convertible working capital loans	$ 1,500,000
Spring Valley Acquisition III \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued		7,046,111						7,046,111
Price per warrant issued		$ 0.9
Proceeds from issuance of SIF Warrants (note 11)		$ 6,341,500
Spring Valley Acquisition III \| Private Placement Warrants \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued		4,490,555
Spring Valley Acquisition III \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants in a unit						0.33		0.33	0.33
Exercise price						$ 11.5		$ 11.5	$ 11.5
Spring Valley Acquisition III \| Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit						1		1	1
Spring Valley Acquisition III \| Class A ordinary shares \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares called by each warrant						1		1	1
Exercise price						$ 11.5		$ 11.5	$ 11.5
Spring Valley Acquisition III \| Class A ordinary shares \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares called by each warrant						1		1	1		1
Exercise price						$ 11.5		$ 11.5	$ 11.5
Spring Valley Acquisition III \| Class B common shares \| Founder shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares forfeited	1,000,000
Spring Valley Acquisition III \| Class B common shares \| Founder shares \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Net proceeds				$ 25,000		$ 25,000		$ 25,000
Spring Valley Acquisition III \| IPO including over-allotment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued		23,000,000
Price per unit issued		$ 10
Gross proceeds		$ 230,000,000
Spring Valley Acquisition III \| Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum period to liquidate for trust accounts funds						24 months		24 months
Spring Valley Acquisition III \| Underwriters over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued		3,000,000
Spring Valley Acquisition III \| Underwriters over-allotment option \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued		2,555,556
Spring Valley Acquisition III \| PIPE financing
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued	10,556,367
Price per unit issued	$ 10.2
Gross proceeds	$ 107,700,000
Number of shares in a unit	1
Number of warrants in a unit	1
Exercise price	$ 12

SHAREHOLDERS' DEFICIT (Tables)

6 Months Ended

10 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Spring Valley Acquisition III

Common share capital

Schedule of assumptions used for calculation of convertible note



	September 5, 2025
Underlying stock price	$	9.92
Exercise price	$	11.50
Volatility		4.0	%
Remaining term (years)		7.01
Risk-free rate		3.73	%
Black-Scholes value	$	1.14
Pre-adjusted value per share	$	1.14
Implied market value adjustment		21.20	%



	September 5, 2025
Underlying stock price	$	9.92
Exercise price	$	11.50
Volatility		4.0	%
Remaining term (years)		7.01
Risk-free rate		3.73	%
Black-Scholes value	$	1.14
Pre-adjusted value per share	$	1.14
Implied market value adjustment		21.20	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Significant accounting policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Significant accounting policies

Use of estimates

(a)

Use of estimates:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Cash and cash equivalents, and restricted cash

(b)

Cash and cash equivalents, and restricted cash:

Restricted cash includes cash that has been pledged as security and is not available for immediate disbursement.

Government assistance

(c)

Government assistance:

Property and equipment

(d)

Property and equipment:



Machinery and equipment		3 - 5 years
Computers, software and hardware		2 - 3 years
Leasehold improvements		Shorter of the estimated
		lease term or useful life

Impairment of long-lived assets

(e)

Impairment of long-lived assets:

Leases

(f)

Leases:

Convertible notes

(g)

Convertible notes:

Deferred income taxes

(h)

Deferred income taxes:

Advertising

(i)

Advertising:

Research and development costs

(j)

Research and development costs:

Internal-use software

(k)

Internal-use software:

Fair value of financial instruments

(l)

Fair value of financial instruments:

(Level 1) - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

(Level 2) - Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and,

(Level 3) - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Redeemable convertible preferred shares

(m)

Redeemable convertible preferred shares:

Redeemable convertible preferred shares warrants

(n)

Redeemable convertible preferred shares warrants:

Common share warrants

(o)

Common share warrants:

SIF contribution liability

(p)

SIF contribution liability:

Foreign currency

(q)

Foreign currency:

Share-based payments

(r)

Share-based payments:

SAFE liabilities

(s)

SAFE liabilities

Net loss per share

(t)

Net loss per share:

For additional information on how the Company calculates net loss per share, refer to note 25.

Operating segments

(u)

Operating segments:

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is considered to be the Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The significant segment expenses reviewed by the CODM are consistent the presentation of expenses as shown in note 20, 21 and 22 within these consolidated financial statements.

The Company’s operations are carried on in the following geographic locations:



		As of December 31
Long-lived assets		2025			2024
Canada		$	9,379		$	11,590
United Kingdom			—			65
Total		$	9,379		$	11,655

Recently issued and newly adopted accounting pronouncements

(b)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements not yet adopted:

(v)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements adopted:

(ii)

Accounting pronouncements not yet adopted:

Leases - Lease balances (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Leases
Right-of-use assets	$ 2,706	$ 2,918	$ 3,278
Lease liabilities, current	390	454	597
Lease liabilities, non-current	3,875	4,233	4,410
Total operating lease liabilities	$ 4,265	$ 4,687	$ 5,007

SAFE liabilities - Summary of significant assumptions used in valuations of SAFEs and used to estimate the fair value of SAFE warrants issued (Details)	Jun. 30, 2026 $ / shares Y	Dec. 31, 2025 $ / shares Y	Nov. 30, 2025 $ / shares Y
SPAC probability
SAFE liabilities
Liability, measurement input	96	91
IPO probability
SAFE liabilities
Liability, measurement input	1.3	3
Change of control probability
SAFE liabilities
Liability, measurement input	1.3	3
Dissolution
SAFE liabilities
Liability, measurement input	1.3	3
Estimated time to conversion event (years)
SAFE liabilities
Liability, measurement input \| Y	0.1	0.75
Fair value of common shares
SAFE liabilities
Warrants, measurement input \| $ / shares	1.65	1.28	0.95
Exercise price
SAFE liabilities
Warrants, measurement input \| $ / shares	1.975	1.997
Expected term
SAFE liabilities
Warrants, measurement input \| Y	2.4	2.9
Expected volatility
SAFE liabilities
Warrants, measurement input	120	135	1.18
Risk-free interest rate
SAFE liabilities
Warrants, measurement input	4.06	3.49	0.03
SAFEs \| SPAC probability
SAFE liabilities
Liability, measurement input		0.91	0.50
SAFEs \| IPO probability
SAFE liabilities
Liability, measurement input		0.03	0.22
SAFEs \| Change of control probability
SAFE liabilities
Liability, measurement input		0.03	0.22
SAFEs \| Dissolution
SAFE liabilities
Liability, measurement input		0.03	0.06
SAFEs \| Estimated time to conversion event (years)
SAFE liabilities
Liability, measurement input \| $ / shares		2.21	3.11
SAFEs \| Discount rate
SAFE liabilities
Liability, measurement input		0.3453	0.3453
SAFE Warrants \| Expected term
SAFE liabilities
Warrants, measurement input \| Y		2.9	3

SIF contribution liability - Summary of the Company's SIF contribution liability (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	$ 28,369	$ 15,681	$ 14,116
Issuance		4,570	1,548
Liability transfers		0
Change in fair value		7,321	1,222
Foreign currency translation		797	1,205
Liability, ending balance		28,369	15,681
SIF contribution liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	28,369	15,681
Issuance	3,624	4,570
Change in fair value	58,042	7,321
Foreign currency translation	(2,618)	797
Liability, ending balance	87,417	28,369	15,681
Warrant obligation
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	1,357	1,553	3,802
Issuance	3,624	4,570	1,548
Liability transfers	(5,008)	(5,494)	(3,789)
Change in fair value	184	548	182
Foreign currency translation	(157)	180	190
Liability, ending balance		1,357	1,553
Funding liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability, beginning balance	27,012	14,128	10,314
Liability transfers	5,008	5,494	3,789
Change in fair value	57,858	6,773	1,040
Foreign currency translation	(2,461)	617	1,015
Liability, ending balance	$ 87,417	$ 27,012	$ 14,128

Share-based compensation plan (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Share-based compensation plan

Summary of changes in level 3 share-based liabilities measured at fair value



	Amount
December 31, 2024	$	6,889
Share-based compensation		3,235
Exercise of stock options		(2)
Change in fair value of share-based compensation		5,056
Foreign currency translation adjustment		367
December 31, 2025		15,545
Share-based compensation		2,801
Exercise of stock options		(10)
Change in fair value of share-based compensation		4,810
Foreign currency translation adjustment		(669)
June 30, 2026	$	22,477



		Amount
January 1, 2024		$	4,244
Share-based compensation			3,258
Exercise of stock options			—
Change in fair value of share-based compensation			(178)
Foreign currency translation adjustment			(435)
December 31, 2024			6,889
Share-based compensation			3,235
Exercise of stock options			(2)
Change in fair value of share-based compensation			5,056
Foreign currency translation adjustment			367
December 31, 2025		$	15,545

Equity classified stock options

Share-based compensation plan

Summary of stock option activity under the Company's Option Plan



				Weighted average
		Number of options		exercise price
December 31, 2024		1,323,045		$	7.24
Stock options granted		4,127,700			0.20
Stock options exercised		(5,063)			3.58
Stock options forfeited and cancelled		(97,301)			6.38
Stock options expired		(4,750)			3.58
Stock options modification		—			(1.61)
December 31, 2025		5,343,631			0.25
Stock options granted		2,800,000			1.53
Stock options exercised		(30,406)			0.36
Stock options forfeited and cancelled		(593,834)			0.16
Stock options expired		(5,500)			0.93
June 30, 2026		7,513,891		$	0.73
Exercisable as of June 30, 2026		2,698,059		$	0.36

(1)	The number of stock options and exercise prices as of December 31, 2024 and transactions prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details



		Number of		Weighted average
		options		exercise price
January 1, 2024		1,480,514		$	7.44
Stock options granted		94,500			9.30
Stock options exercised		(24,900)			3.69
Stock options forfeited and cancelled		(227,069)			8.13
December 31, 2024		1,323,045			7.24
Stock options granted		4,127,700			0.20
Stock options exercised		(5,063)			3.58
Stock options forfeited and cancelled		(97,301)			6.38
Stock option expired		(4,750)			3.58
Stock option modification		—			(1.61)
December 31, 2025		5,343,631		$	0.25
Exercisable as of December 31, 2025		2,705,028		$	0.36

(1)

Summary of information about the stock options outstanding and exercisable

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable as of June 30, 2026.



		Number of		Weighted		Number of		Weighted
		options		average years to		options		average years to
Exercise prices		outstanding		expiry		exercisable		expiry
$0.01 - $0.49		4,049,839		8.12		2,096,050		7.21
$0.50 - $0.99		340,737		5.09		278,694		4.44
$1.00 - $1.60		3,123,315		9.22		323,315		3.20
Total		7,513,891		8.44		2,698,059		6.44

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable at December 31, 2025.



		Number of		Weighted		Number of		Weighted
		options		average		options		average
Exercise prices		outstanding		years to expiry		exercisable		years to expiry
$0.01 – $0.49		4,624,079		8.70		2,126,456		7.60
$0.50 – $0.99		393,237		6.09		268,194		4.78
$1.00 – $1.60		326,315		3.71		310,378		3.57
Total		5,343,631		8.20		2,705,028		6.86

Summary of weighted average assumptions used to estimate the fair value of stock options granted



		Six months ended
		June 30, 2026
Fair value of common shares		$	1.53
Weighted average expected term			7.0 years
Weighted average expected volatility			110	%
Weighted average risk-free interest rate			3.26	%
Expected dividend		$	nil

(1)	The weighted average common share fair value for the year ended December 31, 2025 reflects the ten-for-one (10:1) retrospective adjustment for any options granted prior to the August 2025 Rights Offering. See note 14 for details



		Year ended December 31
		2025			2024
Fair value of common shares		$	0.20		$	9.30
Weighted average expected term			6.3 years			4.1 years
Weighted average expected volatility			139	%		93	%
Weighted average risk-free interest rate			3.10	%		1.65	%
Expected dividend		$	nil		$	nil

(1)

Prior year common share fair value has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See Note 12 for details.

Liability classified stock options

Share-based compensation plan

Summary of stock option activity under the Company's Option Plan



		Number of options		Weighted average
		outstanding		exercise price
December 31, 2024		1,829,531		$	11.62
Stock options granted		22,203,841			0.10
Stock options exercised		(9,517)			0.09
Stock options forfeited and cancelled		(279,437)			5.62
Stock options modification		—			(0.75)
December 31, 2025		23,744,418			0.17
Stock options granted		11,496,500			1.53
Stock options exercised		(10,016)			0.13
Stock options forfeited and cancelled		(53,691)			0.21
June 30, 2026		35,177,211		$	0.62
Exercisable as of June 30, 2026		11,372,261		$	0.22

(1)	The number of stock options and exercise prices as of December 31, 2024 and transactions prior to the August 2025 Rights Offering during the year ended December 31, 2025 have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split. See note 14 for details



		Number of options		Weighted average
		outstanding		exercise
January 1, 2024		1,527,750		$	12.10
Stock options granted		312,250			9.30
Stock options exercised		(16)			15.50
Stock options forfeited and cancelled		(10,453)			12.57
December 31, 2024		1,829,531			11.62
Stock options granted		22,203,841			0.10
Stock options exercised		(9,517)			0.09
Stock options forfeited and cancelled		(279,437)			5.62
Stock option modification		—			(0.75)
December 31, 2025		23,744,418		$	0.17
Exercisable as of December 31, 2025		11,231,053		$	0.21

(1)

Summary of information about the stock options outstanding and exercisable

16.

Share-based compensation plan: (continued)

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable as of June 30, 2026:



	Number of	Weighted	Number of	Weighted
	options	average years	options	average years
Exercise prices	outstanding	to expiry	exercisable	to expiry
$0.01 - $0.49	21,806,274	9.10	10,029,017	9.10
$0.50 - $0.99	993,187	7.81	487,624	7.34
$1.00 - $1.66	12,377,750	9.60	855,620	5.52
Total	35,177,211	9.24	11,372,261	8.76

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable at December 31, 2025:



		Number of		Weighted		Number of		Weighted
		options		average		options		average
Exercise prices		outstanding		years to expiry		exercisable		years to expiry
$0.01 – $0.49		21,862,168		9.60		10,046,691		9.60
$0,50 – $0.99		1,000,000		8.34		390,264		7.82
$1.00 – $1.66		882,250		6.10		794,098		6.04
Total		23,744,418		9.42		11,231,053		9.29

Summary of weighted average assumptions used to estimate the fair value of stock options granted



	June 30, 2026			December 31, 2025
Fair value of common shares	$	1.65		$	1.28
Weighted average expected term		5.7 years			5.6 years
Weighted average expected volatility		110	%		138	%
Weighted average risk-free interest rate		3.13	%		2.93	%
Expected dividend	$	nil		$	nil



		December 31, 2025			2025 Grant Date
Fair value of common shares		$	1.28		$	0.10
Weighted average expected term			5.6 years			6.2 years
Weighted average expected volatility			138	%		139	%
Weighted average risk-free interest rate			2.93	%		3.10	%
Expected dividend		$	nil		$	nil



		December 31, 2024			2024 Grant Date
Fair value of common shares		$	9.30		$	9.30
Weighted average expected term			5.0 years			6.7 years
Weighted average expected volatility			122	%		123	%
Weighted average risk-free interest rate			2.96	%		3.08	%
Expected dividend		$	nil		$	nil

(1)

Prior year common share fair value has been retrospectively adjusted to reflect the ten-for- one (10:1) reverse share split effective August 2025. See Note 12 for details.

- Definition

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical)			6 Months Ended	10 Months Ended	12 Months Ended
	Aug. 15, 2025 $ / shares shares	Aug. 06, 2025	Jun. 30, 2026 shares	Dec. 31, 2025 shares	Dec. 31, 2025 shares	Dec. 31, 2024 shares	Sep. 05, 2025 shares
Conversion ratio		0.10	0.1		0.10	0.10
Common shares, outstanding			13,324,608	13,290,803	13,290,803	1,316,702
Common Class B
Common shares, outstanding				0	0	0
Spring Valley Acquisition III \| Common Class B
Conversion ratio			1	1
Common shares, outstanding			7,666,667	7,666,667	7,666,667
Spring Valley Acquisition III \| Common Class B \| Sponsor
Number of shares transferred	13,333
Transfer price per share \| $ / shares	$ 43.48
Spring Valley Acquisition III \| Founder shares \| Common Class B
Number of shares no longer subject to forfeiture							1,000,000
Conversion ratio	1.33
Number of shares transferred	13,333
Transfer price per share \| $ / shares	$ 43.48
Common shares, outstanding	7,666,667
Shares held by each independent director	40,000
Spring Valley Acquisition III \| Founder shares \| Common Class B \| Maximum
Number of shares subject to forfeiture	1,000,000
Spring Valley Acquisition III \| Founder shares \| Common Class B \| Sponsor
Number of shares no longer subject to forfeiture							1,000,000
Common shares, outstanding	7,546,667

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2026
Document and Entity Information
Document Type	F-1
Entity Registrant Name	GENERAL FUSION GROUP LTD.
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0002074850
Amendment Flag	false

Common share capital - Narrative (Details) $ / shares in Units, $ in Thousands		6 Months Ended	7 Months Ended	12 Months Ended
	Aug. 06, 2025 shares	Jun. 30, 2026 $ / shares shares	Aug. 06, 2025 shares	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 $ / shares
Common share capital
Common shares, authorized unlimited (in shares)		Unlimited		Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares				$ 0	$ 0
Reverse stock split conversion ratio	0.10	0.1		0.10	0.10
Conversion ratio	0.01	0.01	0.01	0.01
Number of shares converted to Common A shares \| shares			11,960,583
Historical share issuance costs \| $				$ 4,024
Class A common Shares
Common share capital
Common shares, authorized unlimited (in shares)		Unlimited		Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares		$ 0		$ 0	$ 0
Number of shares converted to Common A shares \| shares	11,960,583			11,960,583
Historical share issuance costs \| $				$ 4,024
Class B common shares
Common share capital
Common shares, authorized unlimited (in shares)		Unlimited		Unlimited	Unlimited
Common shares, par value (in dollars per share) \| $ / shares		$ 0		$ 0	$ 0
Shares issued in connection with PIPE financing (in shares) \| shares		3,500,000

RELATED PARTY TRANSACTIONS - Additional Information (Details)						1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended		9 Months Ended	10 Months Ended	12 Months Ended
	Jul. 23, 2026 USD ($) shares	Jul. 01, 2026 shares	Jun. 23, 2026 CAD ($) $ / shares	Sep. 03, 2025 USD ($)	Aug. 06, 2025 USD ($)	Mar. 31, 2025 USD ($)	Jun. 30, 2026 USD ($) $ / shares	Jun. 30, 2025 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) $ / shares	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($)	Jul. 10, 2026 $ / shares shares	Mar. 28, 2025 USD ($)
RELATED PARTY TRANSACTIONS
General and administrative							$ 6,362,000	$ 1,739,000		$ 11,840,000	$ 3,879,000			$ 13,372,000	$ 8,607,000
Settlement of related party loans					$ 1,408,000
Convertible promissory note - related party							$ 1,500,000			$ 1,500,000		$ 0	$ 0	$ 0
Notes Payable, Noncurrent, Related Party [Extensible Enumeration]							Related Party [Member]			Related Party [Member]
Subsequent Events
RELATED PARTY TRANSACTIONS
Number of shares called by each warrant \| shares																1
Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
General and administrative							$ 388,314	16,620	$ 16,620	$ 570,497			$ 450,346
Notes Payable, Noncurrent, Related Party [Extensible Enumeration]							Related Party [Member]			Related Party [Member]		Related Party [Member]	Related Party [Member]	Related Party [Member]
Spring Valley Acquisition III \| Subsequent Events
RELATED PARTY TRANSACTIONS
Number of shares called by each warrant \| shares																1
Sponsor \| Unsecured promissory note \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Aggregate principal amount							$ 151,636			$ 151,636		$ 151,636	$ 151,636	$ 151,636			$ 250,000
Outstanding borrowing paid													$ 151,636
Administrative Services Agreement \| Sponsor \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
General and administrative						$ 120,000		$ 90,000			$ 180,000	$ 120,000
Monthly expenses				$ 30,000
Related Party Loans \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Exercise price \| $ / shares												$ 0.09	$ 0.09	$ 0.09
Loans outstanding												$ 0	$ 0	$ 0
Related Party Loans \| Maximum \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Settlement of related party loans										1,500,000,000,000			$ 1,500,000
Unsecured promissory note \| Sponsor \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Aggregate principal amount																	$ 250,000
Outstanding borrowing paid										$ 151,636
Convertible promissory note with related party \| Sponsor \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Conversion Price per Warrant \| $ / shares			$ 0.9
Convertible promissory note with related party \| Sponsor \| Spring Valley Acquisition III \| Subsequent Events
RELATED PARTY TRANSACTIONS
Number of warrants issued \| shares	1,666,667	1,666,667
Number of shares called by each warrant \| shares	1	1
Convertible promissory note with related party \| Sponsor \| Maximum \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Aggregate principal amount			$ 1,500,000
Convertible promissory note with related party \| Sponsor \| Maximum \| Spring Valley Acquisition III \| Subsequent Events
RELATED PARTY TRANSACTIONS
Aggregate principal amount	$ 1,500,000
Convertible promissory note with related party \| Sponsor, its Affiliates, or Certain of the Company's Directors and Officers \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Exercise price \| $ / shares							$ 0.9			$ 0.9
Convertible promissory note with related party \| Sponsor, its Affiliates, or Certain of the Company's Directors and Officers \| Spring Valley Acquisition III \| Subsequent Events
RELATED PARTY TRANSACTIONS
Exercise price \| $ / shares																$ 0.9
Convertible promissory note with related party \| Sponsor, its Affiliates, or Certain of the Company's Directors and Officers \| Maximum \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Settlement of related party loans										$ 1,500,000

SIF contribution liability

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

SIF contribution liability

SIF contribution liability

11.

SIF contribution liability:

A summary of the Company’s SIF contribution liability amount is as follows:



	Warrant obligation		Funding liability		Total
Balance, January 1, 2025	$	1,553	$	14,128	$	15,681
SIF Warrant obligation		4,570		—		4,570
Issuance of SIF Warrants		(5,494)		5,494		—
Change in fair value		548		6,773		7,321
Foreign currency translation		180		617		797
Balance, December 31, 2025		1,357		27,012		28,369
SIF Warrant obligation		3,624		—		3,624
Issuance of SIF Warrants		(5,008)		5,008		—
Change in fair value		184		57,858		58,042
Foreign currency translation		(157)		(2,461)		(2,618)
Balance, June 30, 2026	$	—	$	87,417	$	87,417

11.

SIF contribution liability (continued):

The valuation considers two settlement alternatives:

●

Cash Repayment Scenario: This scenario assumes a trigger event that necessitates a cash repayment of the funding received.



	June 30, 2026			December 31, 2025
Amount funded (CAD)	$	74,275		$	69,275
Market debt recovery rate		14 – 28	%		14 – 28	%
Risk-adjusted discount rate		13 – 20	%		13 – 20	%

As of June 30, 2026, the fair value of the SIF contribution liability was estimated using the common share value of $1.65 (December 31, 2025 - $1.28).

11.

SIF contribution liability (continued):

Sensitivities for key assumptions were as follows:

●

A summary of the SIF Warrants and Preferred Share Warrants issued and outstanding is as follows:



		Number		Exercise Price
Warrants outstanding December 31, 2024		15,191,077		$	—
Issuance of SIF Warrants		5,918,058			—
Warrants outstanding December 31, 2025		21,109,135		$	—
Issuance of SIF Warrants		1,048,211			—
Preferred Share Warrants		30,918,673			—
Warrants outstanding, June 30, 2026		53,076,019		$	—

The SIF Warrants were not subject to the August 2025 reverse share split. Refer to note 14.

10.

SIF contribution liability:

A summary of the Company’s SIF contribution liability amount is as follows:



		Warrant			Funding
		obligation			liability			Total
Balance, January 1, 2024		$	3,802		$	10,314		$	14,116
SIF Warrant obligation			1,548			—			1,548
Issuance of SIF Warrants			(3,789)			3,789			—
Change in fair value			182			1,040			1,222
Foreign currency translation			(190)			(1,015)			(1,205)
Balance, December 31, 2024			1,553			14,128			15,681
SIF Warrant obligation			4,570			—			4,570
Issuance of SIF Warrants			(5,494)			5,494			—
Change in fair value			548			6,773			7,321
Foreign currency translation			180			617			797
Balance, December 31, 2025		$	1,357		$	27,012		$	28,369

The fair value of the SIF contribution liability includes the funding liability and warrant obligation. The funding liability represents the fair value of the issued SIF Warrants and the contingent contribution repayment obligation. Amounts reported as warrant obligation represent the value for contributions received, for which SIF Warrants have yet to be issued. The fair value of the funding liability was estimated using the Probability-Weighted Expected Return Method (“PWERM”) as the PWERM accounts for the complexity of the dual-settlement nature of the arrangement by assigning probabilities to discrete future outcomes.

10.

SIF contribution liability: (continued)

The valuation considers two settlement alternatives:

Warrant Settlement Scenario: This scenario assumes the Company satisfies its obligation through the issuance of warrants based on the defined terms of the SIF Contribution Agreement.

Cash Repayment Scenario: This scenario assumes a trigger event that necessitates a cash repayment of the funding received.



		December 31,			December 31,
		2025			2024
Amount funded		$	50,544		$	41,113
Term (years)			0.25			0.3
Market debt recovery rate			14 – 28	%		14 – 28	%
Risk-adjusted discount rate			13 – 20	%		15 – 23	%

Sensitivities for key assumptions were as follows:

10.

SIF contribution liability: (continued)

A summary of the Company’s SIF Warrants is as follows:



		Class B Common
		Number		Exercise Price
Warrants outstanding December 31, 2023		11,090,146		$	—
Issuance of SIF Warrants		4,100,931			—
Warrants outstanding December 31, 2024		15,191,077		$	—
Issuance of SIF Warrants		5,918,058			—
Warrants outstanding, December 31, 2025		21,109,135		$	—

The SIF Warrants were not subject to the August 2025 reverse share split. Refer to Note 12.

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Jun. 30, 2026

Mar. 31, 2026

Dec. 31, 2025

Jun. 30, 2025

Mar. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Current assets:

Cash and cash equivalents (note 4)

$ 31,975

$ 49,125

$ 6,392

Restricted cash (note 4)

305

667

169

Other receivables

277

315

198

Prepaid expenses and other

28,959

908

539

Total current assets

61,516

51,015

7,298

Property and equipment (note 6)

5,036

6,424

8,278

Right-of-use assets (note 8)

2,706

2,918

3,278

Other assets

140

Total assets

69,295

60,394

18,994

Current liabilities:

Accounts payable and accrued liabilities (note 7)

4,907

5,133

8,962

Lease liabilities (note 8)

390

454

597

SIF contribution liability (note 10)

87,417

28,369

15,681

Warrant liability

1,067

Total current liabilities

170,843

78,296

46,662

Lease liabilities (note 8)

3,875

4,233

4,410

Share-based compensation (note 14)

22,477

15,545

6,889

SAFE Warrants (note 11)

15,467

13,171

Total liabilities

212,662

111,245

57,961

Redeemable convertible preferred shares:

Redeemable shares

122,953

^[1]

245,121

^[1]

$ 237,671

Shareholders' deficiency:

Common shares, unlimited voting and non-voting shares authorized without par value, 13,290,803 shares issued and outstanding (2024-1,316,702) (note 13)

146,609

146,525

^[1]

2,407

^[1]

Additional paid-in capital

18,586

18,327

15,920

Accumulated other comprehensive loss

(3,365)

(6,704)

(3,849)

Accumulated deficit

(454,456)

(331,952)

(298,566)

Total shareholders' deficiency

(292,626)

$ (211,625)

(173,804)

$ (298,122)

$ (291,808)

(284,088)

$ (220,726)

Total liabilities, redeemable convertible preferred shares and shareholders' deficiency

69,295

60,394

18,994

Related party

Current liabilities:

Convertible notes (note 9)

20,142

SAFE liabilities (note 11)

4,436

3,503

Non-related party

Current liabilities:

Convertible notes (note 9)

$ 1,270

SAFE liabilities (note 11)

$ 51,717

$ 40,837

[1]	Share amounts have been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025. See note 12 for details.

General and administrative expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
General and administrative expenses
Salaries and benefits	$ 1,092	$ 1,163	$ 2,335	$ 2,239	$ 4,115	$ 4,425
Professional fees and contractors	1,048	106	1,619	410	740	(186)
Transaction related costs	632		1,303		1,105
Office, insurance, and travel	455	236	1,044	453	1,119	1,105
Software and information technology	221	160	419	291	662	718
Share-based compensation	2,914	74	5,120	486	5,631	2,545
Total	$ 6,362	$ 1,739	$ 11,840	$ 3,879	$ 13,372	$ 8,607

Financial instruments - Fair values (Details) - Level 3 - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Warrant liability
Financial instruments
Fair value of financial instrument			$ 10
SIF contribution liability
Financial instruments
Fair value of financial instrument	$ 87,417	$ 28,369	15,681
Share-based compensation
Financial instruments
Fair value of financial instrument	22,477	15,545	6,889
Convertible notes
Financial instruments
Fair value of financial instrument			$ 21,412
SAFE liabilities
Financial instruments
Fair value of financial instrument	56,153	44,340
SAFE Warrants
Financial instruments
Fair value of financial instrument	15,467	$ 13,171
PIPE subscription obligation
Financial instruments
Fair value of financial instrument	$ 21,976

RELATED PARTY TRANSACTIONS - Founder Shares (Details)					6 Months Ended	7 Months Ended	10 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jan. 21, 2026	Aug. 15, 2025 $ / shares shares	Aug. 06, 2025 shares	Mar. 28, 2025 USD ($) D $ / shares shares	Jun. 30, 2026 USD ($) shares	Aug. 06, 2025 shares	Dec. 31, 2025 USD ($) shares	Dec. 31, 2025 shares	Dec. 31, 2024 shares	Sep. 05, 2025 shares
RELATED PARTY TRANSACTIONS
Number of shares converted to Common A shares						11,960,583
Reverse stock split conversion ratio			0.10		0.1			0.10	0.10
Common shares, outstanding					13,324,608		13,290,803	13,290,803	1,316,702
Class B common shares
RELATED PARTY TRANSACTIONS
Common shares, outstanding							0	0	0
Class B common shares \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Reverse stock split conversion ratio					1		1
Common shares, outstanding					7,666,667		7,666,667	7,666,667
Class A ordinary shares
RELATED PARTY TRANSACTIONS
Number of shares converted to Common A shares			11,960,583					11,960,583
Class A ordinary shares \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Common shares, outstanding					0		0	0
Sponsor \| Class B common shares \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Number of shares transferred		13,333
Transfer price per share \| $ / shares		$ 43.48
Founder shares \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Restrictions on transfer period of time after business combination completion				1 year
Founder shares \| Class B common shares \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Reverse stock split conversion ratio		1.33
Number of shares transferred		13,333
Transfer price per share \| $ / shares		$ 43.48
Common shares, outstanding		7,666,667
Shares held by each independent director		40,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by stockholders		25.00%
Number of shares no longer subject to forfeiture										1,000,000
Founder shares \| Class B common shares \| Maximum \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Number of shares subject to forfeiture		1,000,000
Founder shares \| Class A ordinary shares \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Stock price trigger (in dollars per share) \| $ / shares				$ 12
Threshold number of trading days \| D				20
Threshold number of consecutive trading days \| D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences \| D				150
Founder shares \| Sponsor \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Percentage of equity interest forfeited	15.00%
Founder shares \| Sponsor \| Class B common shares \| Spring Valley Acquisition III
RELATED PARTY TRANSACTIONS
Net proceeds \| $				$ 25,000	$ 25,000		$ 25,000
Number of shares converted to Common A shares				5,750,000
Common shares, outstanding		7,546,667
Number of shares no longer subject to forfeiture										1,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

10 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Redeemable preferred shares

Use of Estimates

(a)

Use of estimates:

(a)

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of expenses during the period. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include the valuation of share-based compensation, convertible notes, SIF contribution liabilities, SAFE liabilities, warrants and certain accruals. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Fair Value of Financial Instruments

(l)

Fair value of financial instruments:

(Level 1) - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

(Level 2) - Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and,

(Level 3) - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Income Taxes

(h)

Deferred income taxes:

Net Income per Ordinary Share

(t)

Net loss per share:

For additional information on how the Company calculates net loss per share, refer to note 25.

Recent Accounting Standards

(b)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements not yet adopted:

(v)

Recently issued and newly adopted accounting pronouncements:

(i)

Accounting pronouncements adopted:

(ii)

Accounting pronouncements not yet adopted:

Spring Valley Acquisition III

Redeemable preferred shares

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

As described in Note 1, NewCo was formed on January 19, 2026 as a wholly-owned subsidiary of the Company.

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

Investments Held in Trust Account

Fair Value of Financial Instruments

Fair Value of Financial Instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Offering Costs

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025		232,669,164
Plus:
Remeasurement of carrying value to redemption value		1,944,194
Class A ordinary shares subject to possible redemption, March 31, 2026		234,613,358
Plus:
Remeasurement of carrying value to redemption value		1,973,142
Class A ordinary shares subject to possible redemption, June 30, 2026	$	236,586,500

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. The Company has the right to withdraw funds for working capital limited to up to 5% of the interest earned on the Trust Account. As of December 31, 2025 the Company has $140,482 available for withdrawal and has not withdrawn any funds from the Trust Account for working capital. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants		(1,855,333)
Class A ordinary shares issuance cost		(14,190,584)
Plus:
Remeasurement of carrying value to redemption value		18,715,081
Class A ordinary shares subject to possible redemption, December 31, 2025	$	232,669,164

Income Taxes

Income Taxes

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

Warrant Instruments

Warrant Instruments

Net Income per Ordinary Share

Net loss per Ordinary Share

Net Income per Ordinary Share

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
	Class A ordinary
	shares		Class B ordinary
	subject to		shares not
	possible		subject to
	redemption		redemption
Basic net income per share:
Numerator:
Allocation of net income	$	1,331,560	$	1,027,740
Denominator:
Basic weighted-average shares outstanding		9,153,061		7,064,626
Basic net income per ordinary share	$	0.15	$	0.15



	For the Period from
	March 12, 2025 (Inception) Through
	December 31, 2025
			Non-
	Class A		Redeemable
	Redeemable		Class A and B
	Ordinary		Ordinary
	Shares		Shares
Diluted net income per share:
Numerator:
Allocation of net income	$	1,313,380	$	1,045,920
Denominator:
Diluted weighted-average shares outstanding		9,153,061		7,289,116
Diluted net income per ordinary share	$	0.14	$	0.14

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.