Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from to Commission File Number 001-41219 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 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]. - 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]. - The nominating and corporate governance committee is responsible for reviewing and approving related party transactions prior to entering into such transactions [98]. - There are no agreements with directors and officers providing benefits upon termination of employment, which may influence management's motivation in selecting target businesses [122]. 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 any proposed 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 pursue business combinations [111]. Conflicts of Interest - Directors and officers may have conflicts of interest due to their affiliations with other entities, which could affect business opportunity presentations [115]. Financial Arrangements - 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]. - The sponsor transferred 50,000 founder shares to each of the independent directors at their original per-share purchase price [120]. - After the initial business combination, compensation for directors and team members will be disclosed to shareholders, but the exact amounts are not known at that time [121]. Compliance and Reporting - As of March 31, 2023, there were no delinquent filers among the company's officers and directors [102]. - 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 reported a net loss of $132,909 for the three months ended, 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 achieved a net income of $437,633, driven by $1,849,139 in dividends on marketable securities, despite incurring $946,735 in legal and accounting expenses [131]. - The Company has incurred significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern within one year from the date of the financial statements [137]. Working Capital and Cash Position - The Company had a working capital deficit of $3,547,994 as of September 30, 2024, compared to a deficit of $1,676,487 as of December 31, 2023 [134]. - As of September 30, 2024, the Company had $47,353 in cash, a decrease from $138,283 as of December 31, 2023 [134]. Initial Public Offering and Financing - The Company completed its Initial Public Offering on January 18, 2022, raising gross proceeds of $189,750,000 from the sale of 18,975,000 units [119]. - A total of $191,647,500 from the Initial Public Offering and Private Placement Warrants was placed in a U.S.-based trust account, with $2,250,000 deposited to the Company's operating account [122]. 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]. - The Company extended the time to complete a business combination to October 18, 2024, by depositing $70,000 into the Trust Account for each one-month extension, totaling $910,000 for thirteen extensions [125]. Shareholder Transactions and Underwriter Agreements - A total of 14,202,813 Class A shares were tendered for redemption, with shareholders redeeming shares for $149,486,187, or approximately $10.53 per Class A share [124]. - 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 was entitled to a cash underwriting discount of $0.20 per Unit, totaling $3,795,000, and a deferred fee of $0.35 per Unit, amounting to $6,641,250, contingent on the completion of a Business Combination [142]. - The underwriter waived its entitlement to the deferred compensation and will instead receive 426,000 Class A ordinary shares, contingent on the closing of a Business Combination [142]. - The Company will bear the expenses related to the filing of registration statements for the securities held by the holders of Founder Shares and Private Placement Warrants [141]. - The deferred underwriting fee will be reinstated if the shares received by the underwriter are not registered upon the closing of the initial Business Combination [142]. Management Compensation and Rights - The Founder Transaction Bonus Agreement allows the Chief Executive Officer to receive a cash 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 holders of Founder Shares and Private Placement Warrants will have registration rights for resale, requiring the Company to register these securities prior to the Initial Public Offering [141]. Accounting and Reporting - The Company has not identified any critical accounting estimates that could materially differ from actual results [145]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [147].

Financial Performance - As of June 30, 2024, the Company had a net income of $422,450 for the three months ended June 30, 2024, primarily from $689,680 in dividends on marketable securities held in the Trust Account[110]. - For the six months ended June 30, 2024, the Company reported a net income of $570,542, which included $1,369,022 in dividends on marketable securities[111]. - The Company had a working capital deficit of $2,834,967 as of June 30, 2024, compared to a deficit of $1,676,487 as of December 31, 2023[115]. Trust Account and IPO - A total of $191,647,500 was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., from the proceeds of the Initial Public Offering and the sale of Private Placement Warrants[105]. - The Company generated gross proceeds of $189,750,000 from its Initial Public Offering of 18,975,000 units, with each unit sold at a price of $10.00[101]. - The underwriter exercised the over-allotment option in full, purchasing an additional 2,475,000 Units at the Initial Public Offering price, resulting in a cash underwriting discount of $3,795,000[122]. Business Operations and Future Plans - The Company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[99]. - The Company extended the time to complete a business combination to August 18, 2024, by depositing $70,000 into the Trust Account on July 17, 2024[108]. - The Company has incurred significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued[117]. Underwriter and Fees - The underwriter of the IPO is entitled to a deferred discount of $0.35 per unit, totaling $6,641,250, which will only be payable if a Business Combination is completed[119]. - The deferred fee for the underwriter amounts to $6,641,250, payable only upon the completion of a Business Combination[122]. Management and Accounting - The founder and CEO of Fusemachines is eligible for a transaction bonus of up to $1,000,000, contingent on the closing cash exceeding $1,000,000[123]. - The Company has not identified any critical accounting estimates that could materially differ from actual results[124]. - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[125]. Shareholder Activity - 14,202,813 Class A shares were tendered for redemption, with shareholders redeeming their shares for $149,486,187, or approximately $10.53 per Class A share[107].

Financial Performance - As of March 31, 2024, the Company had a net income of $148,092, consisting of $679,342 in dividends on marketable securities held in the Trust Account[106]. - For the three months ended March 31, 2023, the Company reported a net income of $1,618,630, with a realized gain of $2,105,252 on marketable securities[108]. - The Company had cash of $91,139 as of March 31, 2024, and a working capital deficit of $2,387,737[109]. Trust Account and IPO - A total of $191,647,500 from the IPO and private placement warrants was placed in a U.S.-based trust account[101]. - The Initial Public Offering generated gross proceeds of $189,750,000 from the sale of 18,975,000 units[97]. Business Combination and Extensions - The Company extended the time to complete a business combination by fifteen additional one-month periods until October 18, 2024, requiring a deposit of $70,000 for each extension[102]. - The underwriter is entitled to a deferred fee of $6,641,250, payable only if the Company completes a Business Combination[113]. - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[95]. Shareholder Actions - 14,202,813 Class A shares were tendered for redemption, with shareholders redeeming shares for $149,486,187, or approximately $10.53 per Class A share[103]. Financial Viability 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[111]. - The founder and CEO of Fusemachines is eligible for a transaction bonus of up to $1,000,000, contingent on specific conditions being met prior to the business combination closing[118]. - The transaction bonus is calculated as 20% of each dollar of Parent closing cash exceeding $1,000,000[118]. Accounting and Reporting - The company has not identified any critical accounting estimates that could materially affect reported financial results[119]. - As a smaller reporting company, Fusemachines is not required to provide detailed market risk disclosures[121].

Financial Proceeds and Trust Account - The initial public offering (IPO) generated gross proceeds of $189.75 million from the sale of 18,975,000 units, including 2,475,000 units from the underwriters' over-allotment option[13]. - A private placement of 7,942,500 warrants was completed at $1.00 per warrant, generating an additional $7.94 million[13]. - The net proceeds of the IPO and private placement, totaling $191.65 million, were placed in a trust account, invested only in U.S. government securities[14]. - The company has $51,976,918 available for a business combination, assuming no further redemptions[73]. - The company has access to up to $51,976,918 from the proceeds of its initial public offering and private placement warrants[122]. Business Combination and Merger Agreement - A merger agreement was entered into with Fusemachines Inc., with an aggregate merger consideration of $200 million, equating to 20 million Parent Common Shares at $10.00 each[26]. - The merger is expected to be consummated after obtaining shareholder approval and satisfying customary closing conditions[21]. - The company aims to leverage its team's experience to identify and execute potential business combinations, including with Fusemachines[66]. - The company will seek to combine with a business that has a leading market position and sustainable competitive advantage[63]. - The fair market value of the target business must equal at least 80% of the assets held in the trust account at the time of the agreement[77]. Shareholder Approval and Redemption Rights - Shareholders approved an extension to complete a business combination until October 18, 2024, with a deposit of $70,000 for each one-month extension[16][17]. - If the initial business combination is not completed by October 18, 2024, public shareholders may receive only $10.10 per share upon redemption[145]. - Shareholder approval is required if the company issues Class A ordinary shares equal to or exceeding 20% of the outstanding shares[86]. - The anticipated redemption price for public shares upon completion of the initial business combination is $10.10 per share[94]. - Redemption rights are limited to prevent shareholders from redeeming more than 15% of the shares sold in the initial public offering without prior consent[104]. Financial Statements and Reporting Obligations - The Company is required to deliver audited financial statements for the years ended December 31, 2023, and 2022 by February 29, 2024, or incur delay fees starting at $35,000[35]. - The Company has covenanted to provide the Financial Statements no later than February 29, 2024, or incur escalating delay fees for subsequent delays[35]. - The company must maintain net tangible assets of at least $5,000,001 after redemptions to proceed with the business combination[140]. Risks and Regulatory Considerations - The company is subject to U.S. foreign investment regulations, which may impact the completion of the initial business combination with Fusemachines and could lead to liquidation if not completed by July 18, 2024[168]. - If deemed an investment company under the Investment Company Act of 1940, the company may be forced to abandon efforts to complete the initial business combination and liquidate[169]. - The longer funds in the trust account are held in short-term U.S. government securities, the greater the risk of being considered an unregistered investment company, potentially leading to liquidation[171]. - Claims against the trust account could arise from insolvency proceedings, potentially affecting shareholder distributions[124]. Management and Governance - The company has a management team with over 85 years of combined experience in Frontier Growth Markets, enhancing its credibility in identifying business combinations[12]. - The board of directors of Pubco will consist of five members, with a majority qualifying as independent directors under applicable rules[43]. - The company acknowledges potential conflicts of interest among its directors and officers regarding business combination opportunities[64]. Warrant and Share Structure - Each unit contains one-half of one warrant, which may result in the units being worth less compared to other blank check companies that include a whole warrant[205]. - The redemption price for outstanding warrants is set at $0.01 per warrant, applicable if the Class A ordinary shares' last reported sale price equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period[201]. - The company may require holders of public warrants to exercise their warrants on a cashless basis, potentially reducing the number of Class A ordinary shares received[197]. Legal and Jurisdictional Matters - The corporate affairs of the company are governed by the amended memorandum and articles of association, the Companies Act, and the common law of the Cayman Islands[207]. - The courts of the Cayman Islands are unlikely to recognize or enforce judgments from U.S. courts based on federal securities laws[208]. - Any action arising from the rights or warrant agreements must be brought in the courts of New York, with the company irrevocably submitting to this jurisdiction[209].

Financial Performance - As of September 30, 2023, the company reported a net income of $857,708 for the three months ended, consisting of $1,170,072 realized gain and dividends on marketable securities held in the Trust Account[101]. - For the nine months ended September 30, 2023, the company had a net income of $4,569,632, which included $5,594,241 realized gain and dividends on marketable securities[102]. Cash and Working Capital - The company had $64,500 in cash and a working capital deficit of $(1,082,658) as of September 30, 2023, compared to $224,474 in cash and $151,951 in working capital as of December 31, 2022[105]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on January 18, 2022, raising gross proceeds of $189,750,000 from the sale of 18,975,000 units[95]. - A total of $191,647,500 from the IPO and private placement warrants was placed in a U.S.-based trust account, which will not be released until the completion of a business combination[98]. - The underwriter of the IPO is entitled to a deferred discount of $6,641,250, payable only if the company completes a business combination[109]. Business Combination and Extensions - The company has extended the time to complete a business combination until October 18, 2024, requiring a deposit of $70,000 for each of the fifteen additional one-month extension periods[99]. Expenses and Financial Concerns - The company incurred $99,540 in legal and accounting expenses for the three months ended September 30, 2023, and $426,071 for the nine months ended[101][102]. - The company has incurred significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued[107][108]. - The company has no long-term debt or capital lease obligations as of September 30, 2023[109].

Financial Performance - As of June 30, 2023, the company reported a net income of $2,093,294 for the three months ended June 30, 2023, primarily from realized gains and dividends on marketable securities [100]. - For the six months ended June 30, 2023, the company achieved a net income of $3,711,924, with realized gains totaling $4,424,169 [101]. - The company incurred significant legal and accounting expenses totaling $326,532 for the six months ended June 30, 2023 [101]. Cash and Working Capital - The company had cash of $173,914 and a working capital deficit of $(560,294) as of June 30, 2023 [103]. - The company has no long-term debt or capital lease obligations as of June 30, 2023 [107]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on January 18, 2022, raising gross proceeds of $189,750,000 from the sale of 18,975,000 units [94]. - A total of $191,647,500 from the IPO proceeds was placed in a U.S.-based trust account, with specific conditions for release [97]. - The underwriter of the IPO is entitled to a deferred fee of $6,641,250, payable only upon the completion of a business combination [107]. Business Combination and Future Plans - The company has extended the time to complete a business combination until October 18, 2024, requiring a deposit of $70,000 for each of the additional extension periods [98]. - The company is currently evaluating various factors that could impact its ability to continue as a going concern within one year from the issuance of its financial statements [105].

Financial Performance - As of March 31, 2023, the Company reported a net income of $1,618,630, primarily from $2,105,252 in realized and unrealized gains on marketable securities, offset by various expenses totaling $385,576[90]. - The Company had cash of $251,927 and a working capital deficit of $(334,671) as of March 31, 2023, compared to cash of $224,474 and a working capital of $151,951 as of December 31, 2022[91]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $189,750,000 from the sale of 18,975,000 units at $10.00 per unit, including an over-allotment option[85]. - A total of $191,647,500 from the IPO proceeds was placed in a U.S.-based trust account, with $2,250,000 deposited to the Company's operating account[88]. - The underwriter of the IPO is entitled to a deferred discount of $6,641,250, payable only upon the completion of a Business Combination[95]. Operations and Future Outlook - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[84]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year from the issuance of financial statements[93]. Financing Activities - The Company completed a private sale of 7,942,500 private placement warrants, generating gross proceeds of $7,942,500[87]. - The Company has no long-term debt or capital lease obligations as of March 31, 2023[94]. Internal Controls - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2023[101].

Financial Proceeds and Trust Account - The company raised gross proceeds of $189.75 million from its initial public offering of 18,975,000 units, including 2,475,000 units from the underwriters' over-allotment option[16]. - A private placement of 7,942,500 warrants generated additional gross proceeds of $7.94 million at a price of $1.00 per warrant[16]. - The net proceeds of the initial public offering and private placement amounted to $191.65 million, which is held in a trust account and invested in U.S. government securities[17]. - The company has available funds for a business combination amounting to $184,206,250, assuming no redemptions, after accounting for $6,641,250 in deferred underwriting fees and estimated offering expenses of $800,000[48]. - The anticipated per-share redemption amount upon dissolution is approximately $10.10, but this may be subject to claims from creditors[97]. - The company expects to fund costs associated with dissolution from proceeds held outside the trust account, but cannot assure sufficient funds will be available[96]. - The trust account may be reduced below $10.10 per public share due to claims from creditors, potentially affecting the redemption price for shareholders[100]. - The company has access to up to $1,450,000 from the proceeds of its initial public offering to cover potential claims, with estimated liquidation costs around $100,000[101]. - If the initial business combination is not completed within 18 months, or up to 24 months with extensions, the company will redeem public shares at a per-share price based on the trust account balance[93]. - Public shareholders can only receive funds from the trust account upon completion of an initial business combination or under specific conditions related to shareholder votes[105]. Business Combination Strategy - The company aims to identify and complete a business combination with businesses in the "new economy sectors" across Frontier Growth Markets, including technology and financial services[22]. - The business strategy includes leveraging local knowledge and CIM's global investment platform to identify and evaluate potential targets[24]. - The company seeks to partner with businesses that have established business models, strong unit economics, and scalability potential[27]. - The initial business combination must involve one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account[36]. - The company anticipates structuring the initial business combination to acquire 100% of the issued and outstanding equity interests or assets of the target business, but may acquire less than 100% under certain conditions[38]. - The company has not selected any specific business combination target and has not engaged in substantive discussions with any potential targets[51]. - The company may seek to raise additional funds through a private offering of debt or equity securities in connection with the initial business combination[52]. - The company will conduct a thorough due diligence review of prospective target businesses, including meetings with management and document reviews[57]. Management and Operational Risks - The management team has over 85 years of combined experience in investing in Frontier Growth Markets, enhancing credibility and due diligence processes[15]. - The company is not currently engaged in any operations and intends to use cash from the initial public offering and private placement warrants for the initial business combination[49]. - There is uncertainty regarding the management team's ability to effectively manage the combined company post-business combination[60]. - Key personnel's retention in senior management positions after the business combination is not guaranteed[61]. - The company may seek to recruit additional managers to enhance the target business's management, but success in this effort is uncertain[62]. - The company may face risks due to lack of business diversification, relying on a single business for future performance[59]. - The time and costs associated with selecting and evaluating a target business for the initial business combination are currently uncertain[58]. Shareholder Rights and Redemption - Shareholder approval may be required for the initial business combination if certain conditions are met, such as issuing over 20% of Class A ordinary shares[63]. - The company has a restriction on redemption rights for public shareholders, limiting the ability to redeem more than 15% of shares sold in the initial public offering[82]. - Public shareholders must tender their share certificates or deliver shares electronically to exercise redemption rights, with a tender offer period of not less than 20 business days[83]. - If shareholder approval is sought, initial shareholders have agreed to vote in favor of the business combination, representing at least 20% of the voting shares[80]. - The company may not complete the business combination if cash requirements exceed available cash, leading to a search for alternative opportunities[81]. - The company may complete a business combination without seeking shareholder approval, limiting public shareholders' ability to influence the decision[118]. - Initial shareholders collectively own 20% of the ordinary shares and will control the appointment of the board of directors until the initial business combination is completed[192]. Competition and Market Conditions - The number of blank check companies competing for acquisition targets has increased, potentially limiting the company's ability to compete effectively due to financial resource constraints[111]. - The company may face challenges in completing a business combination if too many public shareholders exercise their redemption rights, potentially impacting its financial condition and capital structure[119]. - The ongoing COVID-19 pandemic and other global events may adversely affect the company's ability to find suitable business combination targets and complete transactions[129]. - The number of special purpose acquisition companies (SPACs) has increased significantly, leading to heightened competition for attractive targets, which may increase costs and complicate the acquisition process[141]. - The company may face challenges in completing its initial business combination due to limited resources and significant competition from other entities, including private investors and other blank check companies[139]. Financial and Regulatory Considerations - The company is classified as an "emerging growth company" and will remain so until certain revenue or market value thresholds are met[46]. - The company is also classified as a "smaller reporting company," allowing it to provide reduced disclosure obligations[47]. - The company must maintain net tangible assets of at least $5,000,001 after redemptions to proceed with a business combination, which could limit its options[121]. - The company may incur significant costs in pursuit of acquisition plans, and available funds outside the trust account may not be sufficient to operate for at least 24 months following the initial public offering[143]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target business is not compliant[200]. - The company must provide financial statements for the target business, which may limit the pool of potential acquisition candidates[199]. - The company may face additional risks and complexities if pursuing a target business outside the United States, including regulatory approvals and currency fluctuations[201]. Potential Conflicts and Liabilities - The potential conflicts of interest may arise if the company engages in business combinations with entities affiliated with its sponsor, directors, or officers[175]. - Shareholders may be held liable for claims against the company if distributions are made while the company is unable to pay its debts[159]. - The company’s sponsor is liable for claims that reduce the trust account funds below $10.10 per public share, but there is no guarantee that the sponsor has sufficient funds to cover these obligations[150]. - Claims of creditors may have priority over shareholders' claims, potentially reducing the per-share amount received in liquidation[155]. - The company may face challenges in completing its initial business combination within 24 months of the IPO, which could delay shareholder redemptions[158]. Share Structure and Dilution - The company is authorized to issue up to 500 million Class A ordinary shares, with no authorized but unissued Class A shares as of December 31, 2022[170]. - As of December 31, 2022, there were 4,743,750 Class B ordinary shares available for issuance, which may dilute the interest of existing shareholders[171]. - The company may issue additional shares or preference shares to complete its initial business combination, which could significantly dilute public investors' equity interests[171]. - The initial shareholders hold 4,743,750 founder shares, which will be worthless if the initial business combination is not completed[176]. - The aggregate implied value of the founder shares could reach $47,437,500 if the trading price is $10.00 per share upon completion of the initial business combination[184]. - The company has issued 9,487,500 warrants to purchase Class A ordinary shares at a price of $11.50 per share, which may affect the attractiveness of the company as an acquisition vehicle[196]. Miscellaneous Risks - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of shareholders do not agree[186]. - The company may face increased leverage from potential target businesses due to the time constraints imposed by the requirement to complete a business combination within a specified timeframe[125]. - Limited public information about private companies may lead to business combinations with less profitable entities than anticipated[209]. - Post-business combination, the company may incur significant write-downs, restructuring, or impairment charges that could adversely affect financial condition and results of operations[210]. - Economic, political, and social conditions in the operating country could significantly impact business prospects and demand for spending in certain industries[211]. - The company may not maintain control of a target business after the initial business combination, potentially affecting operational profitability[212].