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].
silium Acquisition I(CSLM) - 2024 Q3 - Quarterly Report