M&A - CSLM ACQUISITION CORP.
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.
Additional details:
Extension Proposal: To extend the existing charter termination date from July 18, 2025 to October 18, 2025.
Trust Amendment Proposal: Amendment of the trust agreement to allow extending the business combination period to October 18, 2025.
Adjournment Proposal: Approval to adjourn the general meeting if necessary for further solicitation of votes.
Target Company: Fusemachines Inc.
Merger Agreement Date: 2024-01-22
Merger Value: $200,000,000
Per Share Redemption Price: US$10.00
Ordinary Share Value: US$0.0001
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.
Additional details:
Item 1 Entry Into Material Definitive Agreement: CSLM entered into a Merger Agreement to merge with Fusemachines.
Item 2 Continuation Of Merger Agreement: The merger will take place following CSLM’s re-domiciliation from the Cayman Islands to Delaware.
Item 3 Amendments To Promissory Notes: The 3rd Amended & Restated Note allows for an increase in borrowing capacity.
Item 4 PIPE Investment Details: The PIPE investment amount has been revised to $8,840,000.
Item 5 Funding Arrangement: An affiliate of Consilium Acquisition Sponsor provided $2,160,000 in financing.
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