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].
CSLM Acquisition Corp.(CSLMU) - 2023 Q4 - Annual Report