CSLM Seeks Extension to Finalize $200M Fusemachines AI Merger

TL;DR

**CSLM is on life support, vote FOR the extension or kiss your investment goodbye as they try to salvage the Fusemachines AI deal.**

AI Summary

CSLM Acquisition Corp. (CSLM) is seeking shareholder approval to extend its business combination deadline from October 18, 2025, to December 18, 2025, on a semi-monthly basis. This extension is crucial for CSLM to complete its proposed merger with Fusemachines Inc., an AI products and solutions provider, under a Merger Agreement dated January 22, 2024, valuing Fusemachines at $200,000,000. The company has faced significant redemptions, with 14,202,813 Public Shares tendered on July 13, 2023, and an additional 3,399,500 Class A Ordinary Shares redeemed on August 18, 2024. CSLM was delisted from Nasdaq on January 22, 2025, due to not consummating a business combination by January 12, 2025, and its securities now trade on the OTC Markets Group, Inc. - Pink Open Market. The Sponsor, Consilium Acquisition Sponsor I, LLC, has committed to contribute the lesser of $0.02 per non-redeemed share or $15,000 every two weeks as a loan to the Trust Account if the extension is approved, to facilitate the ongoing business combination efforts.

Why It Matters

This extension is critical for CSLM to avoid liquidation and complete its merger with Fusemachines, an AI company, which could offer investors a stake in the growing AI sector. Failure to approve the extension would lead to the redemption of all Public Shares and the dissolution of CSLM, resulting in a loss of potential upside for remaining shareholders. For Fusemachines, the extension ensures the SPAC vehicle remains viable for its public listing, impacting its access to capital and market visibility. The competitive landscape for AI companies is intense, and a successful SPAC merger could provide Fusemachines with a significant advantage.

Risk Assessment

Risk Level: high — The risk level is high due to CSLM's delisting from Nasdaq on January 22, 2025, and its current trading on the OTC Markets. Significant prior redemptions of 14,202,813 Public Shares on July 13, 2023, and 3,399,500 Class A Ordinary Shares on August 18, 2024, indicate a lack of investor confidence and a shrinking capital base. Failure to approve the extension will result in liquidation and redemption of Public Shares within ten business days of October 18, 2025.

Analyst Insight

Investors should carefully consider the potential upside of the Fusemachines AI merger against the high risk of further redemptions and potential liquidation. Vote 'FOR' the Extension Proposal and Trust Amendment Proposal if you believe in the Fusemachines deal and are willing to accept the increased risk associated with an OTC-listed SPAC. Otherwise, consider tendering your shares for redemption by October 10, 2025.

Financial Highlights

total Assets

Not Disclosed

cash Position

$15,000

total Debt

Not Disclosed

Key Numbers

• $200,000,000 — Fusemachines Valuation (Aggregate value for Fusemachines securityholders in the Merger Agreement)
• October 18, 2025 — Current Termination Date (Original deadline for business combination)
• December 18, 2025 — Extended Date (Proposed new deadline for business combination)
• 14,202,813 — Public Shares Redeemed (Redeemed on July 13, 2023, significantly reducing public float)
• 3,399,500 — Class A Ordinary Shares Redeemed (Redeemed on August 18, 2024, further reducing public float)
• 5,645,704 — Class A Shares Outstanding (As of September 26, 2025, Record Date)
• $15,000 — Sponsor Contribution (Maximum semi-monthly loan from Sponsor for extension)
• January 22, 2024 — Merger Agreement Date (Date CSLM entered into agreement with Fusemachines)
• January 22, 2025 — Nasdaq Delisting Date (Date CSLM securities were suspended from Nasdaq trading)
• October 10, 2025 — Redemption Deadline (Last day to tender shares for redemption prior to the General Meeting)

Key Players & Entities

• CSLM Acquisition Corp. (company) — Registrant seeking extension
• Fusemachines Inc. (company) — Target company for business combination
• Consilium Acquisition Sponsor I, LLC (company) — Sponsor of CSLM
• Charles Cassel (person) — Chief Executive Officer and Chairman of CSLM
• Continental Stock Transfer & Trust Company (company) — Trustee for CSLM's Trust Account
• Nasdaq Stock Market LLC (regulator) — Delisted CSLM securities
• OTC Markets Group, Inc. - Pink Open Market (company) — Current trading venue for CSLM securities
• $200,000,000 (dollar_amount) — Aggregate value for Fusemachines securityholders in merger
• $10.00 (dollar_amount) — Per share value used in merger consideration calculation
• $0.02 (dollar_amount) — Sponsor's per non-redeemed share contribution for extension

FAQ

Risk Factors

• Delisting from Nasdaq and Trading on OTC Markets [high — operational]: CSLM was delisted from Nasdaq on January 22, 2025, due to failure to consummate a business combination by January 12, 2025. Its securities now trade on the OTC Markets Group, Inc. - Pink Open Market, which generally has lower liquidity and less stringent reporting requirements than major exchanges, potentially impacting investor confidence and access to capital.
• Significant Shareholder Redemptions [high — financial]: The company has experienced substantial redemptions, with 14,202,813 Public Shares redeemed on July 13, 2023, and an additional 3,399,500 Class A Ordinary Shares redeemed on August 18, 2024. These redemptions significantly reduce the available capital for the business combination and may indicate a lack of investor confidence in the proposed merger.
• Dependence on Sponsor Loans for Extension [medium — financial]: The company's ability to extend its business combination deadline relies on the Sponsor's commitment to provide loans, up to $15,000 semi-monthly, to the Trust Account. This dependence highlights the Sponsor's critical role and the potential financial strain if these loans are not sufficient or if the Sponsor withdraws support.
• Uncertainty of Business Combination Completion [high — legal]: The company is seeking an extension to complete its proposed merger with Fusemachines Inc. The success of this merger is not guaranteed, and failure to complete it by the extended deadline of December 18, 2025, will result in the company ceasing operations and liquidating, extinguishing public shareholders' rights.

Industry Context

CSLM operates in the SPAC market, which facilitates mergers with private companies. The AI sector, where its target Fusemachines operates, is experiencing rapid growth and innovation, attracting significant investment. However, the SPAC market itself has faced increased scrutiny and redemptions, making timely completion of business combinations critical.

Regulatory Implications

CSLM's delisting from Nasdaq highlights the strict regulatory timelines for SPACs to complete a business combination. Failure to meet these deadlines can lead to delisting and trading on less regulated markets. The extension proposal is a direct response to these regulatory pressures.

What Investors Should Do

1. Review the terms of the proposed extension and the semi-monthly sponsor loan contributions carefully.
2. Assess the likelihood of CSLM completing its business combination with Fusemachines by the extended deadline of December 18, 2025.
3. Consider the implications of CSLM trading on the OTC Markets, including liquidity and reporting differences compared to Nasdaq.
4. Evaluate the impact of past shareholder redemptions on the available capital for the business combination and potential future redemptions.
5. Vote on the Extension Proposal and Trust Amendment Proposal based on an assessment of the risks and potential rewards of the continued pursuit of the Fusemachines merger.

Key Dates

• 2024-01-22: Merger Agreement with Fusemachines Inc. — Established the terms for the proposed business combination valued at $200,000,000.
• 2025-01-22: Nasdaq Delisting — CSLM securities were suspended from Nasdaq trading due to failure to complete a business combination, moving to OTC Markets.
• 2025-10-14: Extraordinary General Meeting — Shareholders are voting on proposals to extend the business combination deadline.
• 2025-10-18: Current Termination Date — Original deadline for CSLM to complete its business combination.
• 2025-12-18: Proposed Extended Date — New deadline for CSLM to complete its business combination if the extension proposal is approved.
• 2025-10-10: Redemption Deadline — Last day for shareholders to tender shares for redemption prior to the General Meeting.

Glossary

Business Combination

The merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. (CSLM's primary objective is to complete a business combination, and the extension is sought to facilitate this.)

Trust Account

A segregated account holding funds from the company's initial public offering, typically used to fund the business combination or returned to shareholders upon liquidation. (The Trust Account is central to shareholder redemptions and the sponsor's loan contributions for extensions.)

Redemption

The process by which public shareholders can elect to have their shares repurchased for cash, typically at the per-share price from the Trust Account. (Significant redemptions have reduced CSLM's available capital and impacted its public float.)

Sponsor

An entity that typically invests in a special purpose acquisition company (SPAC) prior to its IPO and receives founder shares and warrants in exchange for their investment and support. (The Sponsor, Consilium Acquisition Sponsor I, LLC, is crucial for the extension and has committed to providing loans.)

Extension Proposal

A proposal put forth by a SPAC to its shareholders to extend the deadline for completing a business combination. (This is the primary proposal being voted on in the extraordinary general meeting.)

Year-Over-Year Comparison

This filing primarily concerns the extension of the business combination deadline and the proposed merger with Fusemachines. Unlike previous filings that might have detailed IPO proceeds and initial business plans, this document reflects the challenges CSLM has faced, including significant shareholder redemptions and delisting from Nasdaq. The key financial metrics from previous filings are not directly comparable as the focus has shifted from operational performance to the strategic necessity of extending the combination period.

Key Financial Figures

• $0.0001 — s A ordinary shares of a par value of US$0.0001 each (the " Class A Shares " or " Ordin
• $100,000 — pay incomes taxes, if any (less up to US$100,000 of interest to pay dissolution expenses
• $200,000,000, b — o the quotient obtained by dividing (a) $200,000,000, by (b) US$10.00 in exchange for all of Fu
• $10.00 — by dividing (a) $200,000,000, by (b) US$10.00 in exchange for all of Fusemachines' Ag
• $70,000 — s, until October 18, 2024 by depositing $70,000 (each an " Extension Payment ") into th
• $30,000 — xtended Combination Period") by placing $30,000 into the Company's Trust Account. In co
• $0.02 — e Sponsor will contribute the lesser of $0.02 per non-redeemed share, or $15,000 ever
• $15,000 — ser of $0.02 per non-redeemed share, or $15,000 every two weeks, beginning October 18,

Filing Documents

• ea0260292-def14a_cslmacq.htm (DEF 14A) — 282KB
• 0001213900-25-096176.txt ( ) — 283KB

From the Filing

DEF 14A 1 ea0260292-def14a_cslmacq.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section240.14a-12 CSLM Acquisition Corp. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. CSLM ACQUISITION CORP. 2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL 33308 NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD October 14, 2025 TO THE SHAREHOLDERS OF CSLM ACQUISITION CORP.: You are cordially invited to attend the extraordinary general meeting (the “ General Meeting ”) of CSLM ACQUISITION CORP., (the “ Company ,” “ CSLM ,” “ we ,” “ us ” or “ our ”) to be held at 11:00 a.m. ET October 14, 2025. The physical place of the meeting will be held at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. For more information please visit https://www.cstproxy.com/cimspac/ext2025. The Company has identified a potential business combination target company (the " Target ") for an initial business combination (the " Proposed Business Combination "). The Company believes the target business is a compelling opportunity for the Company's initial business combination and is currently in the process of completing an initial business combination. The purpose of the Extension Proposal is to allow the Company more time to complete its Proposed Business Combination. The Company will also be holding the General Meeting via teleconference using the following dial-in information: (877) 853-5257 (US Toll Free) (888) 475-4499 (US Toll Free) Meeting URL: https://loeb.zoom.us/j/96740995512?from=addon Meeting ID: 967 4099 5512 The General Meeting will be held for the purpose of considering and voting upon the following proposals and resolutions: The Extension Proposal — to consider and vote upon a proposal by a special resolution in the form set forth in Annex A of the accompanying proxy statement to amend (the " Extension Proposal ") the Company's Existing Charter to extend from October 18, 2025 (the " Current Termination Date ') on a semi-monthly basis, until December 18, 2025 (the " Extended Date "), the date by which, if the Company has not consummated its initial business combination, the Company must: (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Class A ordinary shares of a par value of US$0.0001 each (the " Class A Shares " or " Ordinary Shares ") issued in the Company's initial public offering (the " Public Shares "), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay incomes taxes, if any (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Company's board of directors, liquidate and dissolve, subject in the case of paragraph (b) and (c), to the Company's obligations under Cayman Islands law to provide for claims of creditors and in all cases, The Trust Amendment Proposal — A proposal to approve by special resolution, an amendment to the Company's investment management trust agreement, dated as of January 12, 2022, as amended (the " Trust Agreement "), by and between the Company and Continental Stock Transfer & Trust Company as trustee (the " Trustee ") to the Company's trust account (the " Trust Account "), allowing the Company to extend the Combination Period as described below; and The Adjournment Proposal— as an ordinary resolution, to approve the adjournment of the General Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of additional proxies for the purpose of approving the Extension Proposal, and the Trust Amendment Proposal, to amend the Extension Proposal,

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