Business Context and Reporting Period
This Form 8-K reports the consummation of a business combination between CSLM Acquisition Corp. ("CSLM") and Fusemachines Inc. on October 22, 2025. The transaction was structured as a reverse recapitalization, with Fusemachines treated as the accounting acquirer. Following the closing, the combined entity operates as "Fusemachines Inc." (formerly CSLM Holdings Inc.) and trades on the Nasdaq Stock Market under the symbols "FUSE" (Common Stock) and "FUSEW" (Warrants). The company ceased to be a shell company upon closing.
Key Financial Metrics and Capital Structure
Transaction Consideration: Fusemachines shareholders received an aggregate base consideration of $200,000,000 in newly issued Pubco common stock, valued at $10.00 per share.
Capital Raised: The Company received approximately $9.4 million in net proceeds on the Closing Date, primarily from a Private Investment in Public Equity (PIPE) transaction and related sponsor investments.
Post-Closing Capitalization:
- Common Stock Outstanding: 28,350,031 shares of New Fusemachines Common Stock.
- Warrants Outstanding: 9,487,500 New Fusemachines Warrants.
- Authorized Capital: 500,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.
Financial Statements: This filing does not contain standalone revenue, profit, or cash flow figures for the combined entity. Audited financial statements for Fusemachines (years ended Dec 31, 2023 and 2024) and CSLM (years ended Dec 31, 2023 and 2024), as well as unaudited pro forma combined financial information, are incorporated by reference from the Proxy Statement/Prospectus and Exhibits 99.1, 99.2, and 99.3.
Material Changes and Corporate Actions
Corporate Structure: CSLM merged with and into CSLM Holdings (the surviving entity, renamed Fusemachines Inc.), which then merged with Fusemachines Inc. (renamed Fusemachines USA, Inc.).
Share Issuance Breakdown:
- 19,214,201 shares issued to Fusemachines shareholders.
- 901,955 shares issued to public shareholders of CSLM.
- 1,897,500 shares issued upon conversion of public rights.
- 4,743,750 shares issued to private placement investors.
- 1,184,000 shares issued in connection with PIPE Financing.
- 408,639 shares issued in exchange for Sponsor Convertible Notes.
- Reserves established for stock options (693,420 shares) and warrants (122,211 shares).
Leadership Changes: The Board of Directors was reconstituted with Sameer Maskey (CEO), Sanjay Shrestha, Tim Gocher, Bharat Krish, and Salman Alam. Christine Chambers was appointed Chief Financial Officer.
Guidance, Risks, and Management Commentary
Forward-Looking Statements: Management expects the business combination to provide benefits related to the market for enterprise artificial intelligence services, growth strategies, and technology deployment. However, the filing includes extensive disclaimers regarding the uncertainty of these projections.
Key Risk Factors:
- Geopolitical Instability: Ongoing and escalating political volatility in Nepal (including protests and security force responses beginning September 8, 2025) poses risks to personnel movement, supply chains, and regulatory compliance.
- Going Concern: The company notes a potential need for additional funding and risks related to its ability to continue as a going concern.
- Operational Risks: Risks include cybersecurity vulnerabilities, intellectual property disputes, dependence on key management, and competition within the AI industry.
Dividend Policy: The Company intends to retain future earnings to finance business development and does not intend to pay cash dividends in the foreseeable future.
Investor Verification Checklist
- Verify the specific revenue and loss figures for Fusemachines in the Proxy Statement/Prospectus (pages F-47) and Exhibit 99.2, as this 8-K does not list them directly.
- Review the unaudited pro forma condensed combined financial information in Exhibit 99.3 to understand the projected financial position of the combined entity.
- Assess the impact of the Nepal political instability risk factor on the company's operations and supply chain.
- Confirm the dilution impact of the 9,487,500 outstanding warrants and the 1,500,000 shares reserved for the 2025 Omnibus Equity Incentive Plan.
- Examine the employment agreements for Sameer Maskey (CEO) and Christine Chambers (CFO) regarding severance terms and equity grants.