UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41219 CSLM ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-1602789 (State or other jurisdiction ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41219 CSLM ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-1602789 (State or ...

Corporate Governance - The company has not established specific minimum qualifications for directors, focusing instead on educational background, professional experience, and integrity [101]. - As of March 31, 2023, there were no delinquent filers among the company's officers and directors [102]. - The company has adopted a code of ethics applicable to its directors, officers, and employees, which is available on its website [103]. - Directors and officers have fiduciary duties under Cayman Islands law, including the duty to act in good faith and avoid conflicts of interest [104]. Business Combinations - The company may pursue initial business combinations with affiliated entities, provided an independent valuation opinion is obtained [117]. - Initial shareholders, directors, and officers have agreed to vote their shares in favor of the initial business combination [119]. - The company has a Trust Account with a deposit of $70,000 for each one-month extension if the initial business combination is not completed by October 18, 2024 [115]. - The company does not believe that fiduciary duties or contractual obligations will materially affect its ability to identify and pursue business combination opportunities [111]. - Directors and officers may negotiate employment agreements with target businesses, potentially leading to conflicts of interest [115]. Related Party Transactions - The company has the right to approve any related party transactions prior to entering into such transactions [1]. - The company had an agreement to pay its sponsor a total of $10,000 per month for office space and administrative services, which has been waived [120]. Compensation and Employment - After the initial business combination, compensation for directors and team members will be disclosed to shareholders, but the exact amounts are currently unknown [121]. - There are no agreements providing benefits upon termination of employment for directors and officers, which may influence management's motivation in selecting target businesses [122]. Regulatory Classification - The company is classified as a smaller reporting company and is not required to provide certain market risk information [72].

Financial Performance - As of September 30, 2024, the Company had a net loss of $132,909, with significant expenses including $480,117 in dividends on marketable securities and $432,297 in legal and accounting expenses[130]. - For the nine months ended September 30, 2024, the Company reported a net income of $437,633, driven by $1,849,139 in dividends on marketable securities, offset by $946,735 in legal and accounting expenses[131]. - The Company had a net income of $4,569,632 for the nine months ended September 30, 2023, primarily from $5,594,241 in realized gains and dividends on marketable securities[133]. Liquidity and Capital Structure - The Company had $47,353 in cash and a working capital deficit of $3,547,994 as of September 30, 2024, indicating liquidity challenges[134]. - The Company plans to address liquidity concerns through related party loans and aims to complete a Business Combination within the Extended Combination Period[137]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern[138]. Business Combination and Agreements - On January 22, 2024, the Company entered into a Merger Agreement with Fusemachines Inc., which will result in Fusemachines becoming a wholly owned subsidiary of the Company[127]. - As of September 30, 2024, the Company has exercised thirteen of the fifteen one-month extension periods to complete a business combination, depositing a total of $910,000 into the Trust Account[125]. - A total of $191,647,500 from the Initial Public Offering and Private Placement Warrants was placed in a U.S.-based trust account, which will not be released until certain conditions are met[122]. Underwriting and Fees - The underwriter of the IPO is entitled to a deferred discount of $6,641,250, payable only upon the completion of a Business Combination[139]. - On November 28, 2023, the Company and the underwriter agreed that the Sponsor will transfer 426,000 Class A ordinary shares to the underwriter upon the closing of the initial business combination[140]. - The underwriter waived the deferred underwriting fee of $6,641,250, which will not be paid if the business combination closes[142]. - The underwriter was entitled to a cash underwriting discount of $3,795,000, paid upon the closing of the Initial Public Offering[142]. - The underwriter has a 45-day option to purchase up to 2,475,000 additional Units to cover over-allotments at the Initial Public Offering price[142]. Management and Governance - The Founder Transaction Bonus Agreement allows the CEO to receive a bonus of up to $1,000,000 based on the closing cash exceeding $1,000,000 at the time of the business combination[144]. - The Company will bear the expenses for filing registration statements for the holders of Founder Shares and Private Placement Warrants[141]. - The Company has agreed to register shares received by the underwriter upon the closing of the initial business combination[142]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[147]. - The Company has not identified any critical accounting estimates that could materially differ from actual results[145]. - All terms of the underwriting agreement dated April 22, 2021 remain in full force and effect, except as amended by the recent agreement[140].

Financial Performance - As of June 30, 2024, the Company had a net income of $570,542 for the six months, consisting of $1,369,022 in dividends on marketable securities held in the Trust Account[99]. - For the three months ended June 30, 2024, the Company reported a net income of $422,450, which included $689,680 in dividends on marketable securities[98]. Initial Public Offering - The Company generated gross proceeds of $189,750,000 from its Initial Public Offering of 18,975,000 units, sold at a price of $10.00 per unit[91]. - The underwriter exercised the over-allotment option in full, resulting in a cash underwriting discount of $3,795,000[108]. - The deferred fee for the underwriter amounts to $6,641,250, payable only upon the completion of a Business Combination[108]. Trust Account and Working Capital - A total of $191,647,500 was placed in a U.S.-based trust account, with $2,250,000 in the operating account as of June 30, 2024[94]. - The Company has incurred a working capital deficit of $2,834,967 as of June 30, 2024, excluding marketable securities held in the Trust Account[102]. - The Company extended the time to complete a business combination to August 18, 2024, by depositing $70,000 into the Trust Account[97]. - The Company has exercised twelve of the fifteen one-month extension periods, depositing a total of $840,000 into the Trust Account[97]. Shareholder Activity - Shareholders redeemed 14,202,813 Class A shares for approximately $149,486,187, or about $10.53 per share[96]. Debt and Liquidity - The Company has no long-term debt or capital lease obligations as of June 30, 2024[105]. - The Company plans to address liquidity needs through related party loans and effecting a Business Combination, but there is no assurance of success[103]. Management and Accounting - The founder is eligible for a transaction bonus of up to $1,000,000, contingent on the closing cash exceeding $1,000,000[109]. - The Company has not identified any critical accounting estimates that could materially affect reported financial results[110]. - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[110].

Financial Performance - As of March 31, 2024, the Company's marketable securities held in the Trust Account were valued at $52,866,260, an increase from $51,976,918 as of December 31, 2023, reflecting a growth of approximately 1.72%[124] - The Company completed the private sale of 7,942,500 private placement warrants at a purchase price of $1.00 per warrant, generating gross proceeds of $7,942,500[129] Business Combination and Strategy - The Company has extended the time to complete a business combination by fifteen additional one-month periods until October 18, 2024, requiring a deposit of $70,000 into the Trust Account for each extension[131] - The Company is not limited to a particular industry or geographic location for business combinations, indicating a broad market expansion strategy[128] Shareholder Information - The Company is authorized to issue 50,000,000 Class B ordinary shares, with only one share issued and outstanding as of March 31, 2024[115] - The holders of Founder Shares and Private Placement Warrants are entitled to registration rights, allowing them to require the Company to register these securities for resale[122] Warrants and Pricing - The exercise price of the public warrants will be adjusted if the Company issues additional Class A ordinary shares at an effective price of less than $9.20 per share, with the adjustment ensuring the exercise price is equal to 115% of the higher of the market value and the newly issued price[121] - The Company will redeem public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30-trading day period[120] Risk Factors - The Company’s financial condition and results of operations are subject to risks associated with early-stage and emerging growth companies[128] Internal Controls - The Company’s disclosure controls and procedures were evaluated as effective by the Chief Executive Officer and Chief Financial Officer as of March 31, 2024[111]

Business Combination and Merger - The company has not generated any operating revenues to date and will only do so after completing its initial business combination[85]. - The Merger Agreement includes an Aggregate Merger Consideration of $200,000,000, which will be exchanged for all of Fusemachines's Aggregate Fully Diluted Company Common Stock[91]. - The Merger is expected to be consummated after obtaining shareholder approval and satisfying customary closing conditions[88]. - The transactions under the Merger Agreement will result in Fusemachines becoming a wholly-owned subsidiary of CSLM[89]. - The Company entered into a Merger Agreement with Fusemachines Inc. on January 22, 2024, as part of its strategy to migrate to Delaware[378]. Financial Position and Concerns - The company has incurred significant costs related to its financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year of the financial statements issuance[379]. - Management plans to address financial uncertainty through related party loans and aims to effectuate a Business Combination, though success is not guaranteed[379]. - The Company does not have any long-term debt or capital lease obligations, with underwriters entitled to a deferred fee of $6,641,250 contingent on completing an Initial Business Combination[382]. - Financial statements do not include adjustments that might result from the uncertainty surrounding the Company's future plans[381]. Shareholder Actions and Agreements - A total of 14,202,813 Class A shares were tendered for redemption in connection with the shareholders' vote at the Special Meeting[86]. - The Parent Common Shares issued as consideration in the Merger will be subject to a lock-up period of one year after the Closing Date[96]. - The company will enter into subscription agreements for aggregate investments in Parent Common Shares prior to the Closing[93]. Corporate Financing and Expenses - An affiliate of the Sponsor will provide loans totaling $6.5 million in convertible promissory notes, with $4.5 million allocated for general corporate purposes and $2.0 million for share repurchase[92]. - The company anticipates incurring increased expenses due to being a public company, including legal and financial reporting costs[85]. Timeframe and Extensions - The company plans to extend the time to complete a business combination until October 18, 2024, by depositing $70,000 for each one-month extension[376]. Economic Factors and Reporting - Management is evaluating various economic factors, including inflation and geopolitical instability, that may impact the ability to consummate a Business Combination[380]. - The Company is classified as a smaller reporting company and is not required to provide certain disclosures[385].

Transaction values Fusemachines at an equity valuation of $200 million Business combination expected to close by the end of Q2 2024 Resulting funding and capital markets access to bolster the 11-year-old company's Enterprise AI Products and Solutions offerings, accelerate growth and global expansion NEW YORK, Jan. 23, 2024 /PRNewswire/ -- Fusemachines Inc., a leading provider of enterprise AI products and solutions and CSLM Acquisition Corp.(NASDAQ: CSLM), a special purpose acquisition company, announced ...

Financial Performance - For the nine months ended September 30, 2022, the company reported a net income of $519,213, which included a realized gain of $1,366,301 on marketable securities held in the Trust Account[5]. - For the three months ended September 30, 2023, the net income was $857,708, compared to $818,936 for the same period in 2022, representing a growth of approximately 4.7%[32]. - The company reported total other income of $5,594,241 for the nine months ended September 30, 2023, compared to $1,366,301 for the same period in 2022, indicating a significant increase of approximately 310.5%[32]. - The basic and diluted net income per share for Class A ordinary shares was $0.12 for the three months ended September 30, 2023, compared to $0.05 for the same period in 2022[32]. - The company experienced a net loss of $(184,774) as of September 30, 2022, indicating ongoing financial challenges[44]. Assets and Liabilities - The total assets as of September 30, 2023, amounted to $51,336,835, a significant decrease from $195,515,665 as of December 31, 2022[29]. - The company has incurred total liabilities of $7,974,804 as of September 30, 2023, compared to $7,237,079 as of December 31, 2022[29]. - The company has no long-term debt or long-term liabilities as of September 30, 2023[7]. - As of September 30, 2023, the company had cash of $64,500 and a working capital deficit of $(1,082,658), compared to cash of $224,474 and working capital of $151,951 as of December 31, 2022[45]. - The company has $51,085,939 in marketable securities held in the Trust Account as of September 30, 2023[29]. Operations and Business Combination - As of September 30, 2023, the company had not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[2]. - The company has no operating revenues and will generate non-operating income in the form of interest income from the Initial Public Offering proceeds[2]. - The company plans to address financial uncertainties through related party loans and aims to effect a Business Combination[6]. - The company has incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern[6]. - The company extended the time to complete a business combination until October 18, 2024, allowing for fifteen additional one-month periods[42]. Initial Public Offering - The company raised gross proceeds of $189,750,000 from its Initial Public Offering of 18,975,000 units on January 18, 2022[40]. - The company had a total of 18,975,000 Class A ordinary shares issued in its IPO, with an additional 2,475,000 units issued due to the underwriter's over-allotment option[40]. Operating Expenses - Total operating expenses for the nine months ended September 30, 2023, were $1,024,609, an increase from $847,088 in the same period of 2022, reflecting a rise of about 20.9%[32]. - The company reported a loss from operations of $(312,364) for the three months ended September 30, 2023, compared to $(194,514) for the same period in 2022, reflecting an increase in losses of approximately 60.5%[32]. Internal Controls and Legal Proceedings - No material changes in internal control over financial reporting during the most recently completed fiscal quarter[187]. - The company is not currently subject to any material legal proceedings[188].

Financial Performance - For the six months ended June 30, 2023, the Company reported a net income of $3,711,924, consisting of $4,424,169 realized gain and dividends on marketable securities, offset by various expenses totaling $571,345 [126]. - The Company incurred a net income of $2,093,294 for the three months ended June 30, 2023, with realized gains of $2,318,917 and total expenses of $225,823 [143]. - For the three months ended June 30, 2022, the Company reported a net loss of $114,949, primarily due to legal and accounting expenses [159]. Marketable Securities and Trust Account - As of June 30, 2023, the Company's marketable securities held in the Trust Account were valued at $199,192,054, an increase from $194,767,885 at December 31, 2022 [136]. - A total of $191,647,500 was placed in a U.S.-based trust account, which includes proceeds from the IPO and the sale of private placement warrants [157]. - The funds in the trust account will not be released until the completion of an initial business combination or other specified conditions [157]. Debt and Liquidity - The Company has no long-term debt or long-term liabilities as of June 30, 2023, indicating a strong liquidity position [127]. - As of June 30, 2023, the Company had $173,914 in cash and a working capital deficit of $(560,294) [160]. Business Combination and Operations - The Company has extended the time to complete a business combination until October 18, 2024, requiring a deposit of $70,000 into the Trust Account for each of the fifteen additional one-month extension periods [142]. - The Company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination [140]. - The Company will not generate operating revenues until the completion of its Business Combination [158]. - The Company is not limited to a specific industry or geographic location for its Business Combination [155]. Financing and Costs - The Company has incurred significant costs in pursuit of financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern within one year from the issuance of the financial statements [126]. - The Company has raised $189,750,000 from its Initial Public Offering, selling 18,975,000 units at $10.00 per unit [124]. - The Company completed a private sale of 7,942,500 private placement warrants at a purchase price of $1.00 per warrant, generating gross proceeds of $7,942,500 [156]. Underwriter and Fees - The underwriter of the IPO is entitled to a deferred discount of $0.35 per Unit, totaling $6,641,250, payable only upon the completion of a Business Combination [147]. - The underwriter received a cash underwriting discount of $0.20 per unit, totaling $3,795,000, and is entitled to a deferred fee of $0.35 per unit, totaling $6,641,250 [162]. Accounting and Risks - The Company has not identified any critical accounting estimates that could materially affect reported amounts [163]. - The Company is subject to risks associated with being an early stage and emerging growth company [155].