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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): October 16, 2025 (October 14, 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 1.01 Entry into a Material Definitive Agreement
Trust Amendment Agreement
On October 14, 2025, as approved by its
shareholders at the extraordinary meeting held on October 14, 2025 (the “Meeting”), CSLM ACQUISITION CORP. (the “Company”),
and its trustee, Continental Stock Transfer & Trust Company amended the Investment Management Trust Agreement, dated as of January
12, 2022, as amended (the “Trust Agreement”), in order to allow the Company to extend the time to complete a business
combination on a semi-month basis, until December 18, 2025 (the “Termination Date”) by placing into the Company’s
trust account (the “Trust Account”) the lesser of $0.02 per non-redeemed Class A Ordinary Share (as defined below),
or $15,000. At the Meeting, the shareholders of the Company approved by a special resolution, to amend Trust Agreement to extend the time
by which the Company has to consummate a business combination until December 18, 2025 in accordance with the Company’s Amended and
Restated Memorandum and Articles of Association, adopted by special resolution dated January 5, 2022, as amended (the “Articles
of Association”).
The foregoing description of the Trust
Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current
Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The shareholders of the Company
approved the following proposals at the Meeting held on October 14, 2025: (a) as a special resolution, to amend the Company’s
Articles of Association to extend the date by which it has to complete a business combination on a semi-monthly basis until December
18, 2025 by placing into the Trust Account (the “Extension Amendment Proposal”), the lesser of $0.02 per
non-redeemed Class A Ordinary Share of the Company, or $15,000; and (b) as a special resolution, an amendment to the Trust
Agreement, to extend the Termination Date until December 18, 2025 (the “Trust Amendment Proposal”).
Item 5.07. Submission of Matters to a Vote of
Security Holders.
On October 14, 2025, the Company held
the Meeting. On September 26, 2025, the record date for the Meeting, there were 5,645,705 ordinary shares entitled to be voted at the
Annual Meeting. This included 5,645,704 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), and
one Class B ordinary share, par value $0.0001 per share (“Class B Shares” and together being the issued and outstanding
ordinary shares of the Company, referred to as the “Shares”). At the meeting, 4,745,442 or 84.05% of such Shares were
represented in person or by proxy.
The final results for each of the matters submitted to a
vote of the Company’s shareholders at the Annual Meeting are as follows:
1. Extension Amendment Proposal
Shareholders approved the proposal to
amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the date by which it
has to complete a business combination up to October 18, 2025. Approval of the Extension Amendment Proposal required a special resolution
under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and
outstanding Ordinary Shares voted in person or by proxy at the Annual Meeting or any adjournment thereof. The Extension Amendment Proposal
received the following votes:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTES | |
| | 4,745,432 | | |
| 10 | | |
| 0 | | |
| 0 | |
2. Trust Amendment Proposal
Shareholders approved the proposal to
amend the Trust Agreement, as a special resolution, to allow the Company to extend the time to complete a business combination up to December
18, 2025 by depositing into the Trust Account on a semi-month basis the lesser of $0.02 per non-redeemed Class A Share or $15,000. Approval
of the Trust Agreement Amendment Proposal required a special resolution under Cayman Islands law, a majority of not less than two-thirds
(2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Annual Meeting or any adjournment
thereof. The Trust Amendment Proposal received the following votes:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTES | |
| | 4,745,432 | | |
| 10 | | |
| 0 | | |
| 0 | |
Item 8.01. Other Events.
In connection with the shareholders’ vote at
the Meeting, on October 16, 2025, the Company deposited $15,000 into the Company’s Trust Account to extend the time it has to complete
its business combination until November 3, 2025. The Company has until December 18, 2025 to complete its business combination depositing
$15,000 for each semi-month extension into the Trust Account. No Class A Shares were redeemed in connection with the Meeting.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment to the Investment Trust Management Agreement between the Company and the Trustee dated October 14, 2025 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: October 16, 2025 |
By: |
/s/ Charles Cassel |
| |
Name: |
Charles Cassel |
| |
Title: |
Chief Executive Officer |
