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].
CSLM Acquisition Corp.(CSLMU) - 2024 Q4 - Annual Report