FUSEMACHINES SEC Filings

Frontier Equity Fund LP and its principals report major ownership stakes in Fusemachines Inc. common stock. Frontier Equity Fund LP reports beneficial ownership of 5,092,476 shares, representing 17.03% of the outstanding common stock.

Jonathan Binder and Charles Cassel each report beneficial ownership of 5,656,888 and 5,656,889 shares, respectively, or 18.91% of the class. These percentages are calculated using 29,908,235 Fusemachines shares outstanding, including shares issued at the closing of a business combination and a private placement completed on December 23, 2025.

Fusemachines Inc. has filed a pre-effective S-1/A registering the potential issuance of up to 9,487,500 shares of common stock upon exercise of public warrants and the resale of up to 26,548,715 shares by selling stockholders. The warrants have a cash exercise price of $11.50 per share, compared with a recent Nasdaq price of $1.60, and full cash exercises could generate about $109.1 million for the company. Fusemachines will not receive proceeds from stockholder resales but will cover related offering expenses other than underwriting discounts and commissions. The AI-focused company, recently public via a SPAC business combination, highlights extensive risk factors, ongoing losses, funding needs, internal control weaknesses and going concern language while operating as an emerging growth and smaller reporting company.

Fusemachines Inc. reported that Nasdaq has notified the company it is out of compliance with the Nasdaq Global Market rule requiring a minimum Market Value of Publicly Held Shares of $15,000,000. Nasdaq found that Fusemachines’ public float value was below this threshold for 30 consecutive business days from November 6, 2025 through January 14, 2026.

The notice does not immediately affect the listing or trading of Fusemachines’ common stock, which will continue to trade on the Nasdaq Global Market under the symbol FUSE. The company has 180 calendar days, until July 14, 2026, to regain compliance, which would occur if its public float closes at or above $15,000,000 for at least 10 consecutive business days. Fusemachines says it intends to actively monitor its market value and evaluate options to regain compliance.

Fusemachines Inc. (FUSE) disclosed that Consilium Frontier Equity Fund LP, together with Jonathan Binder and Charles Cassel, beneficially owns 5,092,476 shares of its common stock, representing 17.03% of the company. All three reporting persons are shown with the same share amount and percentage, and each is reported to have sole voting and sole dispositive power over these shares, with no shared voting or investment power.

The ownership percentage is calculated based on 29,908,235 shares of common stock, consisting of 28,350,031 shares outstanding as of the closing of the business combination on October 22, 2025, plus 588,235 shares issued in a private placement that closed on December 23, 2025. The filing is an amendment to a Schedule 13G, which is used to report beneficial ownership of more than 5% of a class of registered equity securities.

Fusemachines Inc. has filed a pre-effective amended registration statement covering a mixed offering of its common stock. The filing registers the potential primary issuance of up to 9,487,500 shares of common stock, all issuable upon exercise of an equal number of public warrants at an exercise price of $11.50 per share, and a secondary offering of up to 23,487,434 shares of common stock for resale by existing stockholders, including 3,971,250 shares underlying private placement warrants.

The company will receive cash proceeds only if holders exercise the public warrants, while selling stockholders will receive any proceeds from their resale shares. Fusemachines describes its business as providing AI solutions and AI education services to enterprise customers and professionals. The prospectus also summarizes its completed business combination with CSLM Acquisition Corp., under which shareholders of the legacy Fusemachines business received stock valued at an aggregate base consideration of $200,000,000 in newly issued Fusemachines common shares.

Fusemachines Inc. reported an insider equity award for its Chief Financial Officer, Christine Chambers. On January 6, 2025, she was granted a total of 215,000 restricted stock units (RSUs) of Fusemachines common stock at a price of $0.00 per unit, bringing her directly held beneficial ownership to 215,000 shares.

The filing shows one RSU award of 115,000 units that vests in two equal installments over one year under the company’s 2025 Omnibus Equity Incentive Plan, and a second RSU award of 100,000 units that vests in eight equal installments over four years. Each RSU represents a contingent right to receive one share of Fusemachines common stock, aligning the CFO’s compensation with the company’s future share performance over multi‑year periods.

Fusemachines Inc. director Shrestha Sanjay K received a grant of 50,000 shares of common stock on 01/06/2025, reported as an acquisition at a price of $0.00 per share. This award is structured as restricted stock units under the company’s 2025 Omnibus Equity Incentive Plan and vests in two equal installments over one year, with each unit converting into one share of common stock.

Following this equity grant, the director’s directly held beneficial ownership increased to 285,982 shares of Fusemachines common stock, aligning compensation with the company’s future performance through time-based vesting.

Fusemachines Inc. reported that director Krish Bharat received an equity award of 50,000 shares of common stock on January 6, 2025. The award was granted as restricted stock units under the company’s 2025 Omnibus Equity Incentive Plan at a stated price of $0.00 per share. The RSUs vest in two equal installments over a one-year period, and each unit represents a right to receive one share of common stock. Following this grant, Bharat beneficially owns 50,000 shares directly.

Fusemachines Inc. reported that director Alam Salman received an equity award in the form of 50,000 shares of common stock on January 6, 2025. The transaction is coded as an acquisition at a price of $0.00 per share, reflecting a grant of restricted stock units under the company’s 2025 Omnibus Equity Incentive Plan. Following this grant, Salman beneficially owns 100,000 shares of Fusemachines common stock in direct ownership. The RSUs vest in two equal installments over a one-year period, and each RSU represents a contingent right to receive one share of common stock.