M&A - CSLM ACQUISITION CORP.

Form Type: DEFM14A

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525155514

Filing Summary: CSLM Acquisition Corp. filed a definitive proxy statement on July 3, 2025, regarding an extraordinary general meeting to approve a merger agreement with Fusemachines Inc. The proposed transaction includes the merger of CSLM with CSLM Holdings, Inc., which will be renamed 'Fusemachines Inc.' and involve the merger of Merger Sub with Fusemachines. The merger is structured to convert existing shares and warrants of CSLM into shares of the new entity. The board has determined the business combination is fair and has obtained a fairness opinion from Marshall Stevens. An extraordinary meeting will be held to extend the deadline for the merger if not completed by July 18, 2025. The merger consideration is set at $200 million, dividing shares of the surviving company. Additional funding arrangements through convertible notes and PIPE investments have been detailed, alongside potential issues of delisting from Nasdaq and trading on OTC Markets. The summary also highlights conflict of interest concerns due to differing interests among initial shareholders and sponsors.

Form Type: DEF 14A

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525144883

Filing Summary: CSLM Acquisition Corp. has scheduled an extraordinary general meeting for July 14, 2025, to discuss key proposals including the Extension Proposal, which seeks to extend the deadline for completing an initial business combination until October 18, 2025. This extension is deemed necessary as the company's board believes there is insufficient time to complete the merger with Fusemachines Inc. by the current termination date of July 18, 2025. A merger agreement has been entered into, where security holders of Fusemachines will receive shares in CSLM valued at $200 million. Shareholders are also urged to consider a Trust Amendment Proposal and an Adjournment Proposal. If the proposals are not approved and the business combination is not completed by the current date, CSLM will cease operations, redeem all public shares, and liquidate. The document details proxy instructions for shareholders and underscores the importance of their participation in the meeting.

Form Type: PRE 14A

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525125124

Filing Summary: CSLM Acquisition Corp. is convening an extraordinary general meeting on July [*], 2025, to discuss proposals including the Extension Proposal to extend the deadline for completing a proposed business combination involving Fusemachines Inc. This extension, from July 18, 2025, to October 18, 2025, will allow the company more time to finalize its merger with Fusemachines, a provider of AI solutions aimed at democratizing AI and improving organizational capabilities. Shareholders are also voting on a Trust Amendment Proposal to modify the investment management trust agreement to extend the period for a business combination and an Adjournment Proposal to postpone the meeting if necessary. The context includes prior shareholder approvals and redemptions aligned with earlier extensions of the combination period. If the merger is not approved by the extended deadline, CSLM Acquisition Corp. will liquidate and redeem its shares according to the established procedures. A total of 6,116,436 Class A shares and one Class B share were outstanding as of the record date, May 8, 2025. The company emphasizes the importance of shareholder participation in the voting process.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000119312525020854

Filing Summary: On February 4, 2025, CSLM Acquisition Corp. entered a second amendment to its Merger Agreement with Fusemachines Inc. The update includes an increase in the PIPE Investment Amount to $8,840,000 and the removal of previously imposed delay fees related to financial statement delivery. The amendment also involves financing provided to Fusemachines amounting to $2,160,000, secured by a convertible note expected to convert at $0.44 per share during the business combination or on July 12, 2025, at the holder's option. In addition, CSLM extended the maturity dates of existing promissory notes to coincide with a new repayment structure tied to the anticipated business combination and issued a third promissory note, raising the company's borrowing capacity to $3,000,000. These agreements advance CSLM’s strategic goal of merging with Fusemachines, with stakeholder approval set to be solicited in forthcoming SEC filings.