8-K: Fusemachines Completes Nasdaq Listing, Appoints New CFO

Sentiment:

Business Combination Completion and Management Update 28 October 2025 9:59 PM

Fusemachines Inc. has successfully completed its business combination with CSLM Acquisition Corp. and commenced trading on Nasdaq, while also appointing Christine Chambers as its new Chief Financial Officer.

Delay expectedThe Second Amendment to the Merger Agreement removed delay fees that were previously incurred due to Fusemachines' failure to deliver audited financial statements by the PCAOB audit deadline, indicating past delays in financial reporting.The company extended the time to complete the business combination multiple times, from an initial target to August 18, 2023, then to July 18, 2025, and finally to October 18, 2025, through various deposits into the Trust Account.

Capital raiseThe business combination resulted in approximately $9.4 million in net proceeds for the company.New Fusemachines issued an aggregate of 1,184,000 shares of New Fusemachines Common Stock to private placement investors in connection with the PIPE Financing.The company acknowledges the need for additional funding to support its operating expenses and business development, indicating potential future capital raises.The Forward Purchase Agreement with Meteora Parties provides access to additional non-dilutive growth capital at the company's discretion in replacement of redeemed Trust Account assets.

Worse than expectedThe company reported a substantial accumulated deficit of $38.26 million as of June 30, 2025.Management has identified substantial doubt about the company's ability to continue as a going concern.Revenue for the six months ended June 30, 2025, decreased to $3.99 million from $4.37 million in the prior year period.The company continues to incur significant net losses, despite a reduction in the loss compared to the prior year period.

Summary

Fusemachines Inc. (formerly CSLM Holdings Inc.) completed its business combination with CSLM Acquisition Corp. on October 22, 2025, with its common stock and warrants beginning to trade on Nasdaq under symbols FUSE and FUSEW, respectively, on October 23, 2025.
The company received approximately $9.4 million in net proceeds from the business combination and related transactions.
Post-combination, there are 28,350,031 shares of New Fusemachines Common Stock and 9,487,500 New Fusemachines Warrants outstanding.
Christine Chambers was appointed Chief Financial Officer, commencing part-time on July 23, 2025, and full-time on August 20, 2025, with an initial base salary of $360,000 per year and a grant of 100,000 equity units.
Sameer Maskey continues as Chief Executive Officer with a base salary of $495,000 per year and eligibility for an annual cash bonus up to 100% of his base salary.
The company reported a net loss of $4.04 million for the six months ended June 30, 2025, an improvement from a $6.52 million net loss for the same period in 2024.
Revenue for the six months ended June 30, 2025, was $3.99 million, a decrease from $4.37 million in the prior year period.
Net cash used in operating activities for the six months ended June 30, 2025, was $0.15 million, an improvement from $2.03 million in the prior year period.
The company has an accumulated deficit of $38.26 million as of June 30, 2025, and management has identified substantial doubt about its ability to continue as a going concern.
A new 2025 Omnibus Equity Incentive Plan was approved, reserving 1,500,000 shares of Pubco Common Stock for awards.

Sentiment

Score: 4

Explanation: While the Nasdaq listing and new CFO appointment are positive milestones, the company's significant accumulated deficit, ongoing net losses, and explicit 'going concern' warning indicate substantial financial challenges and risks. The revenue decline in the most recent interim period further dampens the outlook, despite improved cash burn.

Positives

Successfully completed the business combination and listed on Nasdaq, providing access to public markets for capital and growth.
Appointed an experienced Chief Financial Officer, Christine Chambers, with over 20 years of financial leadership in publicly traded companies.
Net loss for the six months ended June 30, 2025, improved to $4.04 million from $6.52 million in the prior year period, indicating reduced losses.
Net cash used in operating activities significantly decreased to $0.15 million for the six months ended June 30, 2025, from $2.03 million in the prior year period, showing improved operational cash efficiency.
The new 2025 Omnibus Equity Incentive Plan provides a framework for attracting and retaining talent through equity awards.

Negatives

Reported a net loss of $4.04 million for the six months ended June 30, 2025, and an accumulated deficit of $38.26 million, indicating ongoing unprofitability.
Revenue decreased to $3.99 million for the six months ended June 30, 2025, from $4.37 million in the prior year period, primarily due to reduced project scope and completed contracts.
The company has a working capital deficit of approximately $26.07 million as of June 30, 2025.
Management has identified substantial doubt about the company's ability to continue as a going concern for at least the next twelve months.
The company incurred a loss on extinguishment of debt of $0.39 million for the six months ended June 30, 2025, related to convertible note modifications.

Risks

Ongoing and escalating political volatility in Nepal may adversely affect business, financial condition, and results of operations, potentially leading to restrictions on movement, supply chain interruptions, and changes in regulations.
The AI industry is highly competitive and rapidly changing, which could result in loss of business or pressure on margins.
Rapid technological advancements in AI may impact the company's offerings, dilute its value proposition, and necessitate strategic pivots.
There is no assurance that sufficient funding will be available to fund operating expenses and business development, potentially requiring additional capital raises beyond the current PIPE offering.
The company's ability to manage costs and expenses while achieving revenue growth is critical, given the intensive nature of sales efforts and unpredictable sales cycles.
Finance costs related to convertible debt could impact financial performance, with conversion terms dependent on future funding rounds or corporate transactions.
The company's liquidity needs raise substantial doubt about its ability to continue as a going concern for a period within one year after the date the financial statements were issued.

Future Outlook

The company's public listing on Nasdaq is expected to accelerate growth and innovation, fueling further development of products, expanding customer footprint, and supporting enterprise clients. Strategic investments are planned for product innovation, customer expansion, and sales and marketing to enhance recurring revenue and expand margins. The company also intends to explore strategic partnerships and targeted M&A opportunities for market expansion and technology portfolio broadening. However, the company acknowledges the need for additional capital to fund operations and execute its business plan, with no assurance of securing sufficient funding.

Management Comments

Dr. Maskey, CEO of Fusemachines, stated: 'Ideating and innovating with a small team to now being listed on Nasdaq, we have come a long way. This milestone would not have been possible without the incredible team whose dedication and resilience contribute to our global mission. It’s a defining moment for us and a powerful culmination of years of hard work and yet, just the beginning for us.'
Dr. Sameer Maskey, CEO and Founder of Fusemachines, commented on the Nasdaq debut: 'We believe this milestone marks a new chapter in Fusemachines mission to democratize AI for all, expanding access to advanced artificial intelligence technologies, education, and innovation across global markets. This listing marks the beginning of our next chapter, one focused on disciplined growth, strategic investment, and driving sustainable value creation for our shareholders.'

Industry Context

The successful Nasdaq listing positions Fusemachines to capitalize on the rapidly expanding global demand for scalable AI solutions. As a provider of enterprise AI products and services, the company operates in a highly competitive and rapidly evolving industry. Its mission to 'democratize AI' and focus on global talent from underserved communities differentiates it, but it must continuously innovate and manage technological changes to maintain its competitive edge. The public listing provides a platform for increased visibility and access to capital, which is crucial for growth in the capital-intensive AI sector.

Comparison to Industry Standards

The company's accumulated deficit of $38.26 million and ongoing net losses suggest it is in a growth phase, common for technology startups, but also highlights the significant capital requirements and challenges in achieving profitability in the competitive AI market.
The appointment of a CFO with experience in publicly traded companies like Petmed Express Inc. and RealNetworks Inc. aligns with standard corporate governance practices for newly public entities, aiming to strengthen financial operations and compliance.
The approval of a 2025 Omnibus Equity Incentive Plan with 1,500,000 shares reserved is a standard practice for public companies to attract and retain executive and key talent, comparable to similar plans seen in other technology firms post-IPO or de-SPAC.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	N/A	Christine Chambers	2025-07-23	New appointment following the business combination.
Chief Executive Officer	N/A	Sameer Maskey	2025-10-22	Continued in role following the business combination.
Head of Technology	N/A	Anish Joshi	2025-10-22	New appointment following the business combination.
Head of Strategy, MD South Asia	N/A	Parag Shrestha	2025-10-22	New appointment following the business combination.
Head of AI Services	N/A	Robert Traghetto	2025-10-22	New appointment following the business combination.
Director (Class I)	N/A	Bharat Krish	2025-10-22	Appointed to the new Board of Directors following the business combination.
Director (Class I)	N/A	Tim Gocher	2025-10-22	Appointed to the new Board of Directors following the business combination.
Director (Class I)	N/A	Salman Alam	2025-10-22	Appointed to the new Board of Directors following the business combination.
Director (Class II)	N/A	Sanjay Shrestha	2025-10-22	Appointed to the new Board of Directors following the business combination.
Director (Class III)	N/A	Sameer Maskey	2025-10-22	Appointed to the new Board of Directors following the business combination.
CSLM Officers and Directors	All CSLM officers and directors	N/A	2025-10-22	Resigned from their respective positions concurrently with the consummation of the Business Combination.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Name Change	The corporation's name changed from CSLM Acquisition Corp. to Fusemachines Inc.	2025-10-22	Reflects the new identity of the combined entity post-business combination.
Organizational Documents	Adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.	2025-10-22	These new documents govern the corporate structure, share capital, and operational procedures of the combined company.
Authorized Share Capital	Amended and redesignated the authorized share capital to 200,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, both with $0.0001 par value.	2025-10-22	Provides flexibility for future equity issuances and capital management.
Board Structure	The Board of Directors was divided into three classes (Class I, Class II, Class III) with staggered terms.	2025-10-22	This classified board structure can enhance stability and continuity of leadership but may also make it more difficult for shareholders to effect changes in management.
Director Removal Standard	Directors may be removed only for cause by the affirmative vote of at least 66 2/3% of the voting power of outstanding stock.	2025-10-22	Increases job security for directors and makes hostile takeovers more challenging, potentially reducing accountability to shareholders.
Stockholder Action by Written Consent	Stockholder action by written consent is permitted only as long as the corporation qualifies as a 'Controlled Company'. Once it ceases to be a Controlled Company, actions must be effected at a duly called meeting.	2025-10-22	Limits shareholder ability to act quickly without a meeting once the company is no longer controlled, potentially reducing shareholder influence.
Special Meetings of Stockholders	Special meetings of stockholders can only be called by the Board of Directors, Chairperson of the Board, CEO, or President.	2025-10-22	Restricts the ability of individual shareholders or groups to call special meetings, centralizing power with management and the board.
Indemnification of Directors and Officers	The company will indemnify directors and officers to the fullest extent permitted by Delaware law and will enter into customary indemnity agreements and maintain D&O insurance.	2025-10-22	Provides strong protection for directors and officers against liabilities, which is crucial for attracting and retaining qualified individuals, but also increases potential financial exposure for the company.
Delaware Forum Selection Clause	The Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain corporate claims.	2025-10-22	Aims to ensure consistency in legal interpretations and reduce litigation costs by centralizing certain types of lawsuits in Delaware courts.
Federal Forum Selection Clause	Federal district courts of the United States are the exclusive forum for Securities Act claims.	2025-10-22	Ensures that claims under the Securities Act are heard in federal courts, which have specialized expertise in these matters.
Business Opportunity Doctrine	The company renounces any interest or expectancy in certain business opportunities presented to Principal Stockholders or Non-Employee Directors, unless expressly offered solely in their capacity as a director or officer of the company.	2025-10-22	Allows certain directors and major shareholders to pursue opportunities that might otherwise be considered corporate opportunities, potentially benefiting them over the company, but also acknowledging their other business interests.
Code of Business Conduct and Ethics	Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors.	2025-10-22	Establishes ethical standards and guidelines for conduct, crucial for maintaining integrity as a public company.
Audit Committee	Composed of Salman Alam (Chair), Sanjay Shrestha, and Bharat Krish, all independent directors, with Sanjay Shrestha qualifying as an audit committee financial expert.	2025-10-22	Ensures robust financial oversight and compliance with regulatory requirements for public companies.
Compensation Committee	Composed of Salman Alam, Sanjay Shrestha (Chair), and Bharat Krish, all independent.	2025-10-22	Responsible for executive compensation decisions, ensuring alignment with company performance and shareholder interests.
Nominating and Governance Committee	Composed of Sanjay Shrestha, Salman Alam, and Bharat Krish (Chair), all independent.	2025-10-22	Oversees board composition, director nominations, and corporate governance matters, promoting effective board functioning.

Legal Proceedings

Fusemachines Inc. received a legal notice dated March 27, 2025, requiring payment of $76.3 thousand to a vendor for alleged non-fulfillment of payment obligations under a Work Labor & Services agreement. Management believes $41.3 thousand is payable and intends to contest the remaining portion.

Related Party Transactions

CSLM Acquisition Corp. had a promissory note with the Sponsor, which was amended multiple times, increasing borrowing capacity and including a conversion feature. The Fourth Amended and Restated Promissory Note increased the maximum borrowing to $4 million.
The Sponsor committed to investing up to an additional $3,000,000 in the PIPE investment, subject to reduction based on Parent Closing Excess Cash.
Fusemachines Inc. had related party convertible notes payable at fair value with a lender (a principal owner) from October 2019 and September 2021, which were amended multiple times to extend maturity dates and modify conversion terms.
Fusemachines Inc. had seven separate promissory notes with CEO Sameer Maskey for an aggregate principal amount of $700,000, bearing interest at 4.71% per annum and maturing in December 2025. These were repaid in cash upon closing of the merger.
In January 2024, CEO Sameer Maskey entered into a pledge agreement with Consilium Extended Opportunities Fund, LP, assigning a security interest of 3,600,000 shares of common stock to secure Fusemachines' obligations under the January 2024 Convertible Notes.
Fusemachines Nepal Private Limited entered into an investment agreement with Gyanu Maskey (CEO's immediate family member) in January 2021, which was later refunded.
Fusemachines Nepal Private Limited entered into a Share Purchase Agreement with Business Oxygen Private Limited (BO2), a related party, for an investment of $964.2 thousand, involving the issuance of Ordinary and Preference Shares with specific redemption terms and fees.
An affiliate of the Sponsor, Consilium Frontier Equity Fund, LP, provided $2,160,000 in financing to Fusemachines in exchange for a convertible note, with proceeds held in escrow until the business combination.

Stakeholder Impact

Shareholders: The business combination and Nasdaq listing provide liquidity and potential for value creation, but the accumulated deficit and going concern warning present significant risks. The new equity incentive plan could dilute existing shareholders but aims to attract talent.
Employees: The new CFO and executive team appointments, along with the 2025 Omnibus Equity Incentive Plan, offer opportunities for growth and retention. However, management's evaluation of initiatives to streamline operations through headcount reductions could impact employees.
Customers: The public listing and capital raise are intended to fuel product development and customer expansion, potentially leading to enhanced AI solutions and services.
Creditors: The repayment of certain promissory notes in cash upon closing of the merger is positive for those creditors. However, the company's overall financial health and going concern warning may be a concern for other debt holders.
Regulatory Authorities: The company is now subject to SEC regulations and Nasdaq listing requirements, increasing transparency and compliance obligations.

Next Steps

Accelerate growth and innovation by further developing products and expanding customer footprint.
Invest strategically in product innovation, customer expansion, and sales and marketing to enhance recurring revenue and expand margins.
Explore strategic partnerships and targeted M&A opportunities for market expansion and technology portfolio broadening.
Implement initiatives to streamline operations through reductions in headcount and consultant costs, optimization of technology expenses, and negotiations with vendors.
Raise additional capital to fund operating expenses and execute the business plan, as there is substantial doubt about the company's ability to continue as a going concern.

Key Dates

Date	Description
2024-01-22	CSLM Acquisition Corp. entered into a merger agreement with Fusemachines Inc.
2024-08-27	Amendment No. 1 to the Merger Agreement was made, including a provision for CSLM to re-domicile to Delaware.
2025-02-04	Amendment No. 2 to the Merger Agreement was made, amending the PIPE Investment Amount and removing delay fees for financial statements.
2025-02-04	CSLM issued a third amended and restated promissory note, increasing borrowing capacity to $3,000,000 and including a conversion feature.
2025-02-05	Conversion prices for April 2024, June 2024, and September 2024 Convertible Promissory Notes were amended to $3.15 from $4.94.
2025-02-12	Amendment to seven promissory notes with CEO Sameer Maskey, extending maturity date to December 31, 2025.
2025-02-24	Company entered into a convertible promissory note for $180,000 with a maturity date of February 19, 2028.
2025-03-27	Fusemachines Inc. received a legal notice requiring payment of $76.3 thousand to a vendor.
2025-04-05	Maturity date for April 2024 Convertible Notes was revised to April 5, 2026.
2025-05-22	Proceeds from Consilium Frontier Equity Fund, LP ($2,160,000) received into an escrow account.
2025-05-23	Fourth Amended and Restated Promissory Note between CSLM and the Sponsor increased maximum borrowing to $4 million.
2025-06-17	Maturity date for June 2024 Convertible Note was revised to June 17, 2026.
2025-07-12	Maturity date of January 2024 Convertible Notes extended to October 18, 2025.
2025-07-14	Shareholders approved an amendment to the Trust Agreement, allowing semi-month extensions until October 18, 2025.
2025-07-14	371,545 Class A shares were redeemed for approximately $4.5 million.
2025-07-17	Company deposited $15,000 into the trust account to extend the business combination completion date to August 3, 2025.
2025-07-21	Offer letter agreement with Christine Chambers for Chief Financial Officer position.
2025-07-23	Christine Chambers' employment as CFO commenced in a part-time capacity.
2025-07-28	Approval Meeting held to approve the Business Combination, with 84.79% of shares represented and approval granted.
2025-07-28	99,187 Class A ordinary shares were tendered for redemption for approximately $1.2 million.
2025-07-31	Forward Purchase Agreement entered into with Meteora Capital Partners, LP and affiliates.
2025-08-03	Company deposited $15,000 into the trust account to extend the business combination completion date to August 18, 2025.
2025-08-20	Christine Chambers' employment as CFO proceeds to full-time capacity.
2025-08	Certain Fusemachines employees exercised 1,133,537 options to purchase common stock on a cashless basis, resulting in 1,013,125 net shares issued.
2025-10-22	Business Combination consummated; Pubco renamed Fusemachines Inc. and Fusemachines renamed Fusemachines USA, Inc.
2025-10-22	New Fusemachines Board of Directors approved and adopted the 2025 Omnibus Equity Incentive Plan.
2025-10-22	New Code of Business Conduct and Ethics adopted.
2025-10-23	Fusemachines common stock and warrants began trading on Nasdaq under symbols FUSE and FUSEW.

Recommendation

hold

The completion of the Nasdaq listing and the appointment of a new CFO are positive developments that provide a platform for future growth and improved governance. However, the company's significant accumulated deficit, ongoing net losses, and explicit 'going concern' warning present substantial financial risks. While the reduction in net loss and cash burn for the most recent interim period is encouraging, the decline in revenue and the inherent risks in the competitive AI market warrant caution. A 'hold' recommendation is appropriate as investors should monitor the company's ability to execute its strategic growth plans, manage costs, and secure additional funding to address its liquidity challenges and achieve profitability before considering further investment.

Keywords

AI solutions, enterprise AI, Nasdaq listing, business combination, de-SPAC, Chief Financial Officer, CFO appointment, equity incentive plan, financial performance, corporate governance, risk management, capital raise, convertible notes, Nepal operations, stock options, restricted stock units

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