CSLM Acquisition Stock Price, News & Analysis

CSLMU represents the units of CSLM Acquisition Corp., a Cayman Islands exempted company that is described as a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC. According to its public disclosures, CSLM Acquisition Corp. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

The units trading under the CSLMU symbol were initially listed on The Nasdaq Global Market in connection with the company’s initial public offering. Each unit consists of one Class A ordinary share, one right, and one-half of one redeemable warrant. The rights entitle the holder to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination, and each whole warrant entitles the holder to purchase one Class A ordinary share at a specified exercise price, as described in the company’s offering documents.

CSLM Acquisition Corp. has indicated in its filings that it intends to search for a target business operating in what it describes as “new economy sectors,” broadly defined as technology, financial services, or media, and that are located in frontier growth markets. This focus frames the type of operating company it aims to combine with, although the SPAC itself does not conduct an operating business prior to completing a business combination.

Business combination with Fusemachines Inc.

CSLM Acquisition Corp. has entered into a Merger Agreement with Fusemachines Inc., a Delaware corporation. Fusemachines is described in company materials as a global provider of enterprise artificial intelligence (AI) products and solutions. The merger agreement provides for a business combination in which, following a domestication of CSLM into a Delaware corporation, a merger subsidiary will merge with and into Fusemachines, with Fusemachines continuing as the surviving corporation and becoming a wholly owned subsidiary of a holding company referred to as Pubco.

Under the merger agreement framework, Fusemachines securityholders are to receive CSLM common shares as merger consideration in exchange for their equity interests, as further detailed in the proxy and registration materials filed with the U.S. Securities and Exchange Commission (SEC). CSLM’s proxy materials describe the business combination as its initial business combination, subject to shareholder approval and satisfaction of closing conditions.

Corporate structure and securities

CSLM Acquisition Corp. is organized in the Cayman Islands and has reported a Commission File Number of 001-41219 in its SEC filings. Its securities structure includes:

• Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant (originally trading as CSLMU).
• Class A ordinary shares, par value $0.0001 per share (trading under a separate symbol as described in filings).
• Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at a specified exercise price.
• Rights to acquire one-tenth of one Class A ordinary share.

These components are described in the company’s registration statements and subsequent reports, which outline how the units may separate into individual securities after the initial public offering and how the rights and warrants function in connection with a business combination.

Trading venue and status changes

CSLM’s proxy materials describe that its securities were originally listed on Nasdaq and that, after the business combination was not consummated within a specified period following its IPO, Nasdaq issued a notice stating that CSLM did not comply with Nasdaq Interpretive Material IM-5101-2. The materials further state that CSLM’s securities were suspended from trading on Nasdaq and began trading on the OTC Markets Group’s Pink Open Market. The proxy statement identifies the OTC symbols for the units, Class A ordinary shares, rights, and warrants.

These disclosures are relevant for understanding how CSLMU and related securities have transitioned between trading venues over time. Investors researching CSLMU can review the company’s SEC filings for additional detail on listing status, trust account arrangements, and redemption mechanics associated with the SPAC structure.

SPAC lifecycle and extension mechanics

As a SPAC, CSLM Acquisition Corp. established a defined period, referred to in its charter and proxy materials as the Combination Period, during which it seeks to complete an initial business combination. The company has described multiple shareholder-approved extensions to this period, including mechanisms by which its sponsor may deposit specified amounts into the trust account to extend the deadline on a month-to-month or semi-monthly basis.

The company’s proxy and 8-K filings describe:

• Prior extensions that allowed the Combination Period to be extended by depositing funds into the trust account for each extension period.
• Shareholder redemptions that occurred in connection with extension votes, where holders of Class A ordinary shares exercised their right to redeem shares for a pro rata portion of the funds held in the trust account.
• Further proposals to extend the date by which an initial business combination must be completed, with associated contributions from the sponsor as loans to the company, repayable upon consummation of a business combination.

These features are typical of SPAC structures and are described in detail in CSLM’s proxy materials, which outline the consequences if a business combination is not completed by the applicable termination date, including potential redemption of public shares and winding up of the company.

Shareholder approvals and domestication

CSLM’s filings report that shareholders have been asked to vote on several proposals related to the business combination with Fusemachines and to corporate restructuring steps. These include:

• A Business Combination Proposal to approve and adopt the merger agreement and the transactions contemplated by it.
• A Domestication Merger Proposal authorizing CSLM to merge with and into a newly formed Delaware corporation, with that corporation becoming the surviving company (Pubco) and changing its corporate name to “Fusemachines Inc.” upon effectiveness of the domestication.
• Stock issuance proposals to approve the issuance of shares of Pubco common stock and securities convertible into Pubco common stock in connection with the business combination and related financing arrangements.
• Organizational document proposals to approve a new charter and bylaws for the post-combination entity, including provisions regarding authorized share capital, forum selection, voting thresholds for charter amendments, and director removal standards.

The reported voting results in the company’s 8-K filings show that these proposals received substantial shareholder support, as detailed in tabulated vote counts. These approvals are described as key steps toward completing the business combination and transitioning from a blank check company structure to an operating company structure under the Fusemachines name.

Forward purchase and financing arrangements

In connection with the proposed business combination, CSLM Acquisition Corp. has disclosed a Forward Purchase Agreement with certain investment entities, described as providing an over-the-counter equity prepaid forward transaction. The 8-K filing explains that this agreement is intended to provide access to additional non-dilutive growth capital at CSLM’s discretion in replacement of redeemed trust assets, rather than to satisfy minimum cash conditions.

The filing outlines key elements of the forward purchase structure, including:

• A maximum number of shares that the seller may own and hold under the agreement.
• A prepayment amount based on the number of shares specified in a pricing date notice and an approximate per share redemption price.
• Mechanics for early termination of portions of the position through sales of shares and corresponding payments.
• A valuation date set several years after closing of the business combination, with a cash settlement payment based on the number of shares outstanding under the agreement and a volume-weighted average price calculation.

CSLM has also disclosed amendments to a subscription agreement and financing provided by an affiliate of its sponsor to Fusemachines in the form of promissory notes and a convertible note, with terms that include potential conversion into shares of Fusemachines or the combined company. These details are provided in the company’s 8-K filings and proxy materials as part of the overall financing and capital structure for the proposed business combination.

Regulatory and shareholder documentation

Throughout the transaction process, CSLM Acquisition Corp. has filed a range of documents with the SEC, including current reports on Form 8-K describing material events, proxy materials related to shareholder meetings, and references to a registration statement on Form S-4 that includes a proxy statement/prospectus. These documents are identified in the company’s disclosures as containing important information about CSLM, Fusemachines, and the proposed business combination, including risk factors, transaction terms, and shareholder rights.

Investors and researchers reviewing CSLMU and related securities can use these filings to understand the SPAC’s structure, the terms of the business combination, the mechanics of extensions and redemptions, and the planned transition to a combined operating company under the Fusemachines name, subject to completion of the transaction.