[8-K] CSLM Acquisition Corp. Unit Reports Material Event

Rhea-AI Filing Summary

CISO Global, Inc. (Nasdaq: CISO) has filed a Rule 424(b)(5) prospectus supplement to reactivate its at-the-market (ATM) equity program. The company may issue and sell up to $10.38 million of additional common stock through B. Riley Securities, Stifel and Boustead Securities, who will act as sales agents or principals and receive an aggregate 3.5 % selling commission. To date, CISO has already raised $7.59 million under the June 14, 2022 ATM Sales Agreement.

The new authorization represents roughly one-third of the $39.54 million public float (27.85 million shares) and complies with Form S-3 “baby-shelf” limits. Based on the $1.19 closing price on July 7 2025, a full draw would add an estimated 8.72 million shares and bring total shares outstanding to 41.42 million—a potential ~27 % dilution to existing holders.

Pro-forma for the entire ATM raise, net tangible book value would improve from -$0.49 to -$0.11 per share, yet new investors would still face $1.30 per-share dilution at the assumed offering price. Proceeds are earmarked for general corporate purposes, including working capital, debt repayment, R&D and acquisitions, but management retains full discretion over allocation.

The filing reiterates that CISO remains an Emerging Growth Company and continues to operate with a negative tangible equity position. Outstanding potential overhangs include 6.36 million warrants (avg. exercise $1.14), 1.85 million options, 1.55 million RSUs and 0.90 million convertible-note shares.

Key investor considerations:

• ATM offers flexible, lower-cost access to capital (3.5 % fee vs. ~6 %+ in marketed deals).
• Material dilution risk and share-price pressure as shares are sold into the open market at prevailing prices.
• Negative net tangible book value and cash-use discretion heighten financing and execution risks.
• Cyber-security service business continues to pursue acquisitive growth, requiring steady capital inflows.

Positive

• Flexible, low-cost capital: 3.5 % commission versus typical 6 %+ in marketed offerings should preserve more net proceeds.
• Improved balance-sheet metrics: full draw would lift net tangible book value per share from -$0.49 to -$0.11, narrowing deficit and enhancing credit profile.

Negative

• Significant dilution risk: up to 8.7 million new shares (+27 %) plus existing warrants/options could pressure EPS and share price.
• Negative tangible equity persists even after the raise, signaling ongoing capitalization challenges.
• Proceeds use not specified: broad discretion may lead to sub-optimal capital allocation from an investor perspective.
• Micro-cap liquidity constraints: continuous issuance into a thinly traded stock can exacerbate volatility and downward price pressure.

Insights

Equity Research Analyst

TL;DR – Dilution heavy, but cheap capital keeps lights on.

The filing enables CISO to raise up to $10.4 million (~27 % of current market cap) via an ATM at a 3.5 % fee. For a micro-cap with negative tangible equity and ongoing acquisition needs, the structure is attractive: capital can be timed with liquidity needs and priced at the screen bid without customary deal discounts. However, adding up to 8.7 million shares compounds an already large warrant/option overhang and may cap near-term share-price upside. Unless proceeds accelerate profitable growth or meaningfully de-lever the balance sheet, intrinsic value per share falls. Overall impact: modestly negative for existing shareholders, neutral-positive for corporate liquidity.

Risk Analyst

TL;DR – ATM mitigates funding risk but amplifies market-price volatility.

Liquidity: The baby-shelf ATM bolsters cash runway without covenant hurdles and diversifies away from costly convertible notes. Governance: broad proceeds discretion and emerging-growth reporting exemptions reduce transparency. Market risk: continuous share issuance can trigger downward momentum and widen bid-ask spreads. Structural risk: a sub-$50 million float limits institutional demand, so incremental supply may need retail absorption. Net: impact is mixed—improved solvency offset by dilution and execution risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 8, 2025

CSLM Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41219		98-1602789
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL				33308
(Address of principal executive offices)				(Zip Code)

(954) 315-9381

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: NONE

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

Title for each class		Trading Symbol(s)
Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant		CSLFU
Class A ordinary shares, par value $0.0001 per share		CSLMF
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		CSLWF
Rights to acquire one-tenth of one Class A ordinary share		CSLRF

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

As previously reported, on January 22, 2024, CSLM Acquisition Corp. (“CSLM” or “Acquiror”), entered into a Merger Agreement as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Acquiror, CSLM Merger Sub, Inc., CSLM Holdings, Inc., and Fusemachines Inc. (“Fusemachines” or the “Company”) with respect to a proposed business combination between CSLM and Fusemachines.

Furnished as Exhibit 99.1 hereto and incorporated by reference herein is the investor presentation that will be used by CSLM and Fusemachines in connection with the proposed business combination and related matters.

Important Information About the Business Combination and Where to Find It

The Business Combination will be submitted to shareholders of CSLM for their consideration a preliminary proxy statement/prospectus which is included in the registration statement (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to CSLM’s shareholders as of a record date to be established for voting on the Business Combination. CSLM may also file other relevant documents regarding the Business Combination with the SEC. CSLM’ shareholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with CSLM’ solicitation of proxies for its extraordinary meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about CSLM, Fusemachines and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by CSLM, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: CSLM’s Chief Executive Officer at 2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL 33308.

Participants in the Solicitation

CSLM and Fusemachines and certain of their respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about the directors and executive officers of CSLM and Fusemachines and a description of their interests in CSLM, Fusemachines and the Business Combination are set forth in CSLM’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 11, 2025, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.

Forward-Looking Statements

This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Investor Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				CSLM Acquisition Corp.
Dated: July 8, 2025				By:		/s/ Charles Cassel
				Name:		Charles Cassel
				Title:		Chief Executive Officer

FAQ

Why is CISO Global (CISO) using an at-the-market offering?

The ATM provides flexible, on-demand access to capital at prevailing market prices with lower fees (3.5 %) than traditional offerings, supporting working capital, debt repayment and acquisitions.

How many new shares could be issued under the $10.38 million ATM?

At the July 7 2025 price of $1.19, up to 8,723,193 shares could be sold, increasing total shares outstanding to roughly 41.4 million.

What dilution will existing CISO shareholders face?

If fully utilized, share count could rise about 27 %. New investors would see $1.30 per-share dilution relative to net tangible book value.

What is the commission paid to the sales agents?

CISO will pay 3.5 % of gross proceeds to B. Riley Securities, Stifel and Boustead Securities for executing ATM sales.

How will CISO deploy the ATM proceeds?

Management states funds will be used for general corporate purposes—working capital, capex, debt refinancing, R&D and potential acquisitions—with no specific allocations yet disclosed.

Does the filing change CISO’s emerging-growth company status?

No. CISO remains an Emerging Growth Company and will continue to benefit from reduced SEC reporting requirements until it exceeds statutory thresholds.