Business Combination and Merger - The company has not generated any operating revenues to date and will only do so after completing its initial business combination[85]. - The Merger Agreement includes an Aggregate Merger Consideration of $200,000,000, which will be exchanged for all of Fusemachines's Aggregate Fully Diluted Company Common Stock[91]. - The Merger is expected to be consummated after obtaining shareholder approval and satisfying customary closing conditions[88]. - The transactions under the Merger Agreement will result in Fusemachines becoming a wholly-owned subsidiary of CSLM[89]. - The Company entered into a Merger Agreement with Fusemachines Inc. on January 22, 2024, as part of its strategy to migrate to Delaware[378]. Financial Position and Concerns - The company has incurred significant costs related to its financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year of the financial statements issuance[379]. - Management plans to address financial uncertainty through related party loans and aims to effectuate a Business Combination, though success is not guaranteed[379]. - The Company does not have any long-term debt or capital lease obligations, with underwriters entitled to a deferred fee of $6,641,250 contingent on completing an Initial Business Combination[382]. - Financial statements do not include adjustments that might result from the uncertainty surrounding the Company's future plans[381]. Shareholder Actions and Agreements - A total of 14,202,813 Class A shares were tendered for redemption in connection with the shareholders' vote at the Special Meeting[86]. - The Parent Common Shares issued as consideration in the Merger will be subject to a lock-up period of one year after the Closing Date[96]. - The company will enter into subscription agreements for aggregate investments in Parent Common Shares prior to the Closing[93]. Corporate Financing and Expenses - An affiliate of the Sponsor will provide loans totaling $6.5 million in convertible promissory notes, with $4.5 million allocated for general corporate purposes and $2.0 million for share repurchase[92]. - The company anticipates incurring increased expenses due to being a public company, including legal and financial reporting costs[85]. Timeframe and Extensions - The company plans to extend the time to complete a business combination until October 18, 2024, by depositing $70,000 for each one-month extension[376]. Economic Factors and Reporting - Management is evaluating various economic factors, including inflation and geopolitical instability, that may impact the ability to consummate a Business Combination[380]. - The Company is classified as a smaller reporting company and is not required to provide certain disclosures[385].
silium Acquisition I(CSLM) - 2023 Q4 - Annual Report