Financial Overview - The Company raised gross proceeds of $189,750,000 from its Initial Public Offering by selling 18,975,000 units at a price of $10.00 per unit[133]. - 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[136]. - The Company intends to use funds in the Trust Account primarily to complete the Initial Business Combination and for working capital of the target business[143]. Business Operations - As of June 30, 2025, the Company had not commenced any operations and will not generate operating revenues until after completing a Business Combination[131]. - The Company has extended the time to complete a business combination to October 18, 2025, with a total of $910,000 deposited into the Trust Account for extensions[139][141]. - The Merger Agreement with Fusemachines Inc. was entered into on January 22, 2024, with Fusemachines becoming a wholly owned subsidiary of the Company[147]. Financial Performance - For the three months ended June 30, 2025, the company reported a net loss of $203,872, primarily due to $206,051 in legal and accounting expenses and $44,656 in insurance expenses[154]. - For the six months ended June 30, 2025, the company had a net loss of $2,265,769, which included a $1,822,844 loss on extinguishment of debt[154]. - As of June 30, 2025, the company had cash of $14,041 and a working capital deficit of $4,958,706, compared to cash of $83,227 and a working capital deficit of $4,056,679 as of December 31, 2024[156]. Financial Obligations and Risks - The company has incurred significant costs in pursuit of 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[158]. - The company has no long-term debt or capital lease obligations as of June 30, 2025, but has a deferred underwriter fee of $6,641,250 contingent upon completing a Business Combination[160]. Agreements and Expenses - The company entered into a financial services agreement with a service provider, which includes unrecognized stock-based compensation expense of $533,750 as of June 30, 2025[164]. - The company has consulting services agreements with a service provider, with unrecognized stock-based compensation expense of $819,950 as of June 30, 2025[165]. - The company has a capital markets advisory agreement with an advisory fee of $100,000 in cash and 75,000 common shares, with unrecognized stock-based compensation expense of $607,500 as of June 30, 2025[166]. Accounting and Reporting - The company has not identified any critical accounting estimates that could materially differ from actual results[168]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[170]. Financing Activities - The Company may borrow up to $3,000,000 under a promissory note, with a conversion feature allowing for repayment in shares at $4.00 per share[149]. - The PIPE Investment Amount was revised to $8,840,000 as part of the 2nd Amendment to the Merger Agreement[150][152]. - An affiliate of the Sponsor provided financing of $2,160,000 to Fusemachines, convertible into shares at $0.44 per share upon the Business Combination[151]. Shareholder Activities - Shareholders redeemed 14,202,813 Class A shares for $149,486,187, approximately $10.53 per share, during the Special Meeting[138].
CSLM Acquisition Corp.(CSLMU) - 2025 Q2 - Quarterly Report