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].
CSLM Acquisition Corp.(CSLMU) - 2024 Q3 - Quarterly Report