お知らせ • Oct 23
Fusemachines, Inc. completed the acquisition of CSLM Acquisition Corp. (NasdaqCM:CSLM) from Consilium Acquisition Sponsor I LLC,Meteora Capital, LLC and others in a reverse merger transaction.
Fusemachines, Inc. entered into a definitive agreement to acquire CSLM Acquisition Corp. (NasdaqCM:CSLM) from Consilium Acquisition Sponsor I LLC,Meteora Capital, LLC and others for $200 million in a reverse merger transaction on January 22, 2024. Under the merger agreement, the Fusemachines equity holders will receive an aggregate of the number of CSLM common shares equal to the quotient obtained by dividing (a) $200,000,000, by (b) $10.00. The transaction values Fusemachines at an equity valuation of $200 million. Post merger, the combined company is expected to list on Nasdaq under the ticker symbol "FUSE". In connection with the transaction, CSLM affiliates have committed to invest up to $19.44 million in a mix of new PIPE financing in CSLM and pre-closing financing in Fusemachines that will cover Fusemachines’ working capital needs. CSLM and Fusemachines will entertain additional PIPE financing offers on selective strategic criteria. In the event that the merger agreement is validly terminated, Fusemachines shall pay to CSLM a termination fee in the amount equal to $1 million and CSLM shall pay to Fusemachines a termination fee in the amount equal to $1 million. In connection with the Business Combination, CSLM will be renamed “Fusemachines, Inc.” CSLM Acquisition Corp announced that it has confidentially submitted a draft registration statement on Form S-4 with the Securities and Exchange Commission on September 3, 2024.
The combined company will be led by Sameer Maskey as Chief Executive Officer and Christine Chambers as Chief Financial Officer, alongside the Fusemachines executive team. The combined company’s board of directors includes Sameer Maskey, Bharat Krish, Tim Gocher, Sanjay Shrestha, and Salman Alam. The merger agreement is expected to be consummated after obtaining the required approval by the shareholders of CLSM and Fusemachines; the effectiveness of the Registration Statement; CSLM Common Shares being conditionally approved for listing on the Nasdaq or another national stock exchange, all applicable waiting periods, if any, under the HSR Act with respect to the merger shall have expired or been terminated, the Domestication shall have been consummated; execution of ancillary agreement, Fusemachines shall have delivered to CSLM, a resignation from Fusemachines of each director of the CSLM, delivery of the respective certificates, authorizations and certificates of good standing from the Fusemachines, CSLM, Fusemachines shall have delivered to CSLM executed employment agreements with certain employees, the size and composition of the post-Closing Parent Board of Directors shall have been appointed, the PIPE Investment shall have been consummated and the satisfaction of certain other customary closing conditions, including the receipt of certain regulatory approvals. The transaction has been unanimously approved by the Boards of Directors of Fusemachines and CSLM. CSLM Board and Fusemachines resolved to recommend approval of the merger agreement and related matters by their respective shareholders. The transaction is expected to be completed by the end of Q2 2024.
On March 15, 2024, CSLM Acquisition Corp. deposited $70,000 into the Company’s trust account in order to further extend the amount of time it has available to complete a business combination to April 18, 2024. As of May 15, 2024, the transaction is expected to close from May 15, 2024 to June 18, 2024. On September 13, 2024, CSLM Acquisition Corp. deposited $30,000 into the Company’s trust account in order to further extend the amount of time it has available to complete a business combination to October 18, 2024. As of June 13, 2025 CSLM Acquisition deposited $30,000 into the Company’s trust account in order to further extend the amount of time it has available to complete a business combination to July 18, 2025. On October 3, 2025, the Company deposited $15,000 into the Company’s trust account in order to further extend the amount of time it has available to complete a business combination to October 18, 2025. The transaction is expected to be completed in the first quarter of 2025. As of July 28, 2025 shareholders of CSLM has approved the transaction.
Ilan Katz of Dentons US LLP acted as legal advisor to Fusemachines. Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal advisor to CSLM. DAI Magister Limited acted as financial advisor to Fusemachines, Inc. Continental Stock Transfer & Trust Company acted as transfer agent to CSLM Acquisition. Advantage Proxy, Inc. acted as information agent to CSLM Acquisition. Marshall & Stevens Incorporated acted as fairness opinion provider and financial advisor to CSLM Acquisition Corp. CSLM has agreed to pay Advantage Proxy a fee of $8,500, plus disbursements. CSLM has agreed to pay Marshall & Stevens Incorporated a fee of $140,000.
Fusemachines, Inc. completed the acquisition of CSLM Acquisition Corp. (NasdaqCM:CSLM) from Consilium Acquisition Sponsor I LLC,Meteora Capital, LLC and others in a reverse merger transaction on October 22, 2025. Fusemachines common stock and warrants will begin trading on the Nasdaq Global Market under the symbols “FUSE” and “FUSEW”, respectively, beginning October 23, 2025.