News & Events

Other Events. Fusemachines Inc., a Delaware corporation (the “Company”) is filing this Current Report on Form 8-K to provide corrected beneficial ownership information with respect to shares of the Company’s common stock previously reported as beneficially owned by Timothy Gocher, a member of the Company’s Board of Directors. Mr. Gocher previously filed Forms 4 with the Securities and Exchange Commission (the “Commission”) that attributed beneficial ownership of shares of the Company’s common…

Class II director and Chair of the Compensation Committee — Julia Hirschberg: Appointment of a highly experienced director and chair of the Compensation Committee.

Entry into a Material Definitive Agreement. Controlled Equity Facility On April 17, 2026, Fusemachines, Inc., a Delaware corporation (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) and a related registration rights agreement, dated as of April 17, 2026 (the “Registration Rights Agreement”), with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agr…

The Purchase Shares will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Compan…

Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing. On March 27, 2026, Fusemachines Inc. (the “Company”, received deficiency notices from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the Company’s securities had not maintained the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required by the continued listing…

Entry into a Material Definitive Agreement. As previously disclosed, on July 31, 2025, in connection with Business Combination, CSLM Acquisition Corp., a Cayman Islands exempted company (“CSLM”), CSLM Holdings, Inc., a Delaware corporation, now Fusemachines Inc., a Delaware corporation (“Fusemachines”), and Fusemachines Inc., a Delaware corporation, now Fusemachines USA Inc., entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Meteora Capital Partners, LP…

Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing. On January 15, 2026, Fusemachines Inc. (the “Company”) received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the continued listing requirement to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 for the Nasdaq Global Market, a…

The Shares are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Secu…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On December 23, 2025, Fusemachines Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with Consilium Frontier Equity Fund LP, an existing shareholder in the Company (the “ Investor ”), pursuant to which the Company agreed to issue and sell, in a private placement (the “ Offering ”), 588,235 shares of the Company’s common stock, par value $0.0001 per share, at a pu…

Changes in Registrant’s Certifying Accountant. On December 10, 2025, Fusemachines Inc., a Delaware corporation (the “ Company ”) engaged KNAV CPA LLP (“ KNAV ”) as the Company’s independent public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2025. The engagement of KNAV was unanimously approved by the Audit Committee of the Board of Directors of the Company. During the fiscal years ended December 31, 2024 and 2023, and the su…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 24, 2025, Fusemachines Inc., a Delaware corporation (the “ Company ”) received an expected letter (the “ Nasdaq Letter ”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “ Quarterly Report ”), the Company was…

to this Current Report on Form 8-K, which is incorporated herein by reference. As a result of the completion of the Business Combination, a change of control of CSLM has occurred, and the stockholders of CSLM (including shares held by the founders of CSLM and shares issued upon the conversion of public rights) as of immediately prior to the Closing held approximately 42.6% of the outstanding shares of New Fusemachines Common Stock immediately following the Closing.

Material Modification to Rights of Security Holders. In connection with the Business Combination, on October 22, 2025, Pubco filed the New Charter with the Delaware Secretary of State, and also adopted the New Bylaws, which replace CSLM’s governing documents in effect as of such time, respectively. The material terms of the New Charter and the New Bylaws and the general effect upon the rights of holders of New Fusemachines Common Stock are discussed in the Proxy Statement/Prospectus in the se…

by reference. FORM 10 INFORMATION Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as CSLM was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, New Fusemachines, as the successor issuer to CSLM, is providing the information below that would be included in a Form 10 if we were to file a F…

Changes in Control of Registrant. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “ The Business Combination Proposal ,” which is incorporated herein by reference. Further reference is made to the information contained in the “Explanatory Note” above and

Director: The directors were appointed as part of a reorganization following the Business Combination.

Unregistered Sales of Equity Securities As previously disclosed, on August 29, 2024, CSLM Holdings entered into a subscription agreement (the as used in this subsection, the “ Subscription Agreement ”) to sell shares of Common Stock of Pubco to Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company and the Sponsor of CSLM (the “ Sponsor ”), at a price of $10.00 per share, (as used in this subsection, “ the PIPE Investment ”). Further, on August 29, 2024, CSLM Holding…