Financial Performance - For the three months ended March 31, 2025, the Company reported a net loss of $2,061,897, including $1,822,844 loss on extinguishment of debt [148]. - For the three months ended March 31, 2024, the company reported a net income of $148,092, which included $679,342 in dividends from marketable securities and $35,000 in covenant fees, offset by total expenses of $626,250 [149]. - As of March 31, 2025, the company had cash of $3,213 and a working capital deficit of $4,524,290, compared to cash of $83,227 and a working capital deficit of $4,056,679 as of December 31, 2024 [150]. Business Operations - As of March 31, 2025, the Company had not commenced any operations and will not generate operating revenues until after the completion of a Business Combination [128]. - 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 [141]. - The Company has exercised thirteen of the fifteen one-month extension periods, depositing an aggregate of $910,000 into the Trust Account to extend the time to complete the business combination to August 18, 2024 [136]. Financing and Capital Structure - The Company raised gross proceeds of $189,750,000 from its Initial Public Offering of 18,975,000 units, sold at a price of $10.00 per unit [130]. - A total of $191,647,500 was placed in a U.S.-based trust account, with $2,250,000 deposited to the Company's operating account [133]. - The Merger Agreement Amendment allows the Company to increase the borrowing amount from the Sponsor from $2,000,000 to $2,750,000 [142]. - The company incurred significant costs related to financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern within one year from the issuance of the financial statements [152]. - The company has no long-term debt or capital lease obligations as of March 31, 2025, but has a deferred underwriter fee of $6,641,250 contingent upon completing a Business Combination [154]. - The company has unrecognized stock-based compensation expenses of $533,750 related to consulting agreements as of March 31, 2025, which will not be recognized until the initial business combination is consummated [159]. - The company entered into a capital markets advisory agreement with an advisory fee of $100,000 in cash and 75,000 common shares, contingent upon the consummation of the initial business combination [161]. - The company has a working capital loan plan involving related party loans to address liquidity needs, but there is no assurance of success in raising capital or completing a Business Combination [152]. Internal Controls and Accounting - The company has not identified any critical accounting estimates that could materially differ from actual results [162]. - The company’s disclosure controls and procedures were evaluated as effective by the Chief Executive Officer and Chief Financial Officer as of March 31, 2025 [166]. - There have been no changes in internal control over financial reporting that materially affected the company during the most recently completed fiscal quarter [167]. Shareholder Activity - Shareholders redeemed 14,202,813 Class A shares for $149,486,187, approximately $10.53 per share, during the Special Meeting [135].
CSLM Acquisition Corp.(CSLMU) - 2025 Q1 - Quarterly Report