Form 4: Fusemachines Director Gocher Reports Significant Share Holdings

Fusemachines Inc. Director Timothy Gocher disclosed beneficial ownership of over 2.6 million common shares and 19,740 stock options following a business combination.

Summary

• Timothy Edward Gocher, a Director of Fusemachines Inc. (FUSE), reported changes in beneficial ownership on October 22, 2025.
• The report details the acquisition of 2,677,292 shares of common stock and 19,740 options to purchase common stock.
• These transactions occurred pursuant to a business combination agreement, where common stock was valued at $10 per share.
• The options have an exercise price of $0.7 per share and are set to expire on February 8, 2033.
• The business combination agreement, originally dated January 22, 2024, and amended on August 27, 2024, involved CSLM Acquisition Corp., CSLM Merger Sub, Inc., Old Fusemachines, and New Fusemachines.
• As part of the merger, each share of Old Fusemachines common stock was converted into New Fusemachines common stock at a conversion ratio of 0.6580.
• Similarly, Old Fusemachines options were converted into New Fusemachines options, with adjustments to the number of shares and exercise price based on the conversion ratio.
• Mr. Gocher's beneficial ownership of 2,677,292 common shares is indirect, held through Dolma Impact Fund, where he serves as founder and CEO. This includes 1,870,638 shares directly held by Dolma and 806,654 shares issuable upon conversion of outstanding convertible notes.
• Mr. Gocher disclaims beneficial ownership of the shares held by Dolma Impact Fund, except to the extent of any pecuniary interest therein.
• The 19,740 options to purchase common stock are directly owned by Mr. Gocher.

Sentiment

Score: 7

Explanation: The filing indicates a significant beneficial ownership by a director, Timothy Gocher, following a business combination. While a large portion is indirect and subject to a disclaimer of full beneficial ownership, the overall increase in reported holdings, including options, can be viewed positively as it aligns management's interests with shareholders. The mention of shares issuable from convertible notes also indicates future equity conversion.

Positives

• A director holding a significant number of shares (over 2.6 million) aligns their interests with those of other shareholders.
• The acquisition of options at a low exercise price ($0.7) suggests a belief in the company's future growth potential.

Risks

• The disclaimer of beneficial ownership by Mr. Gocher for the shares held by Dolma Impact Fund, except for pecuniary interest, could introduce complexity regarding his direct alignment with all these shares.
• The value of the acquired options is contingent on the future stock performance of Fusemachines Inc.

Future Outlook

This filing does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on an insider's beneficial ownership changes.

Management Comments

• Mr. Gocher is the founder and Chief Executive Officer of Dolma, and so may be deemed to have voting and dispositive power over the securities held by Dolma.
• Mr. Gocher disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Industry Context

This Form 4 filing is a standard disclosure of insider trading activity following a corporate merger. It does not provide information to analyze broader industry trends or competitive positioning, focusing solely on the individual's holdings post-transaction.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure of insider ownership changes following a business combination. It does not contain information suitable for comparison to specific industry benchmarks, comparable companies, or project results.

Related Party Transactions

• Timothy Edward Gocher, a Director of Fusemachines Inc., is also the founder and Chief Executive Officer of Dolma Impact Fund, which indirectly holds 2,677,292 shares of New Fusemachines common stock, including shares issuable from convertible notes.

Stakeholder Impact

• Shareholders gain transparency into a director's significant beneficial ownership, which can signal confidence in the company's future post-merger.
• The conversion of convertible notes held by Dolma Impact Fund into common stock will impact the company's capital structure and potentially dilute existing shareholders, though this is a pre-existing arrangement.

Next Steps

• The options acquired by Mr. Gocher have an expiration date of February 8, 2033, indicating a future window for potential exercise.

Key Dates

Keywords

Fusemachines, FUSE, Insider Transaction, Form 4, Director Ownership, Stock Options, Beneficial Ownership, Merger, Business Combination, Equity Acquisition, Dolma Impact Fund