Fusemachines (NASDAQ: FUSE) names KNAV auditor; prior reports flagged going concern

Rhea-AI Filing Summary

Fusemachines Inc. engaged KNAV CPA LLP as its independent public accounting firm to audit the company’s consolidated financial statements for the year ending December 31, 2025. The Audit Committee of the Board of Directors unanimously approved this engagement, and the company states it did not consult KNAV in prior years on specific accounting questions or potential audit opinions, nor were there disagreements or reportable events, other than previously disclosed material weaknesses described in a filing with the SEC on October 29, 2025, as amended November 28, 2025.

The filing explains that Fusemachines recently completed a business combination involving CSLM Acquisition Corp. and CSLM Holdings, Inc., after which the combined entity adopted the name Fusemachines Inc. KNAV had already served as the independent auditor for Old Fusemachines for the years ended December 31, 2024 and 2023, and its reports included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern. Prior to the business combination, CSLM’s historical financial statements were audited by BDO USA, P.C., which was not engaged as auditor after the domestication.

Positive

• None.

Negative

• Going concern uncertainty: KNAV’s audit reports on Fusemachines’ 2023 and 2024 financial statements included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.

Insights

Equity research analyst – newly public and SPAC-derived companies

Fusemachines formalizes KNAV as auditor, while prior reports highlight going concern uncertainty.

Fusemachines Inc. has appointed KNAV CPA LLP as its independent public accounting firm for the year ending December 31, 2025, with unanimous Audit Committee approval. This continues an existing relationship, since KNAV already audited Old Fusemachines for the years ended December 31, 2024 and 2023, and now takes over the role for the post‑business‑combination entity.

The company notes that it did not previously consult KNAV on specific accounting treatments or potential audit opinions and reports no disagreements or reportable events, apart from material weaknesses already disclosed in an SEC filing dated October 29, 2025, as amended November 28, 2025. That suggests the change is primarily a formal alignment of the auditor with the new corporate structure after the merger with CSLM Acquisition Corp. and CSLM Holdings, Inc.

For those assessing risk, KNAV’s prior audit reports for 2023 and 2024 contained an explanatory paragraph expressing substantial doubt about Fusemachines’ ability to continue as a going concern. In audit practice, such language indicates that, based on existing conditions at the time of the audit, there was significant uncertainty about whether the company could meet its obligations over the near term. The filing does not update that conclusion, so the latest audit for the year ending December 31, 2025 will be important for understanding any change in the company’s financial condition or going concern status.

8-K Event Classification

Item 4.01 — Changes in Registrant's Certifying Accountant

1 item

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Understanding 8-K Material Events →

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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) December 12, 2025 (December 10, 2025)

FUSEMACHINES INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42909		98-1602789
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

251 West 30th Street, 5th Floor

New York. New York 10001

(Address of principal executive offices and zip code)

(347) 212-5075

(Registrant’s telephone number, including area code)

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 Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		FUSE		Nasdaq Stock Market LLC
Warrants to purchase shares of Common Stock		FUSEW		Nasdaq Stock Market LLC

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 4.01 Changes in Registrant’s Certifying Accountant.

On December 10, 2025, Fusemachines Inc., a Delaware corporation (the “Company”) engaged KNAV CPA LLP (“KNAV”) as the Company’s independent public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2025. The engagement of KNAV was unanimously approved by the Audit Committee of the Board of Directors of the Company. During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through the date of this report, neither the Company nor anyone on its behalf consulted with KNAV regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KNAV concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K) except for the material weaknesses described in the Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on October 29, 2025, as amended November 28, 2025.

As previously announced, on January 22, 2024, CSLM Acquisition Corp., a Cayman Islands exempted company (“CSLM”), entered into a merger agreement as amended on August 27, 2024, by and among CSLM, CSLM Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CSLM (“Merger Sub”), Fusemachines Inc., a Delaware company (“Old Fusemachines”), and CSLM Holdings, Inc., a Delaware corporation (“CSLM Holdings”) (as amended, the “Business Combination Agreement”) to effect the business combination (the “Business Combination”). On October 22, 2025, CSLM consummated the Business Combination. In connection with the consummation of the Business Combination, CSLM merged with and into CSLM Holdings (the “Domestication”), Merger Sub merged with and into Old Fusemachines, CSLM Holdings changed its name to “Fusemachines Inc.” and Old Fusemachines changed its name to “Fusemachines USA, Inc.”

KNAV acted as the independent registered public accounting firm for Old Fusemachines for the years ended December 31, 2024 and 2023. KNAV’s report on the Company’s financial statements as of and for the years ended December 31, 2024 and December 31, 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles except for an explanatory paragraph in such report regarding substantial doubt about Company’s ability to continue as a going concern.

Prior to the closing of the Business Combination, the historical financial statements of CSLM were audited by BDO USA, P.C. (“BDO”). BDO was not engaged as the independent registered public accounting firm for CSLM Holdings following the Domestication, and did not perform any review or audit of CSLM Holdings’ or the Company’s financial statements for any period after the Domestication. As a result, there was no resignation, dismissal or refusal to stand for re-appointment of an independent registered public accounting firm for the Company within the meaning of Item 4.01(a) of Form 8-K.

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

SIGNATURE

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

Date: December 12, 2025	FUSEMACHINES INC.
	By:	/s/ Sameer Maskey
		Sameer Maskey
		Chief Executive Officer

FAQ

Which auditor did Fusemachines (FUSE) appoint for its 2025 financial statements?

Fusemachines Inc. appointed KNAV CPA LLP as its independent public accounting firm to audit the company’s consolidated financial statements for the year ending December 31, 2025.

Did Fusemachines (FUSE) report any disagreements or reportable events with KNAV?

The company states that during the fiscal years ended December 31, 2024 and 2023, and through the date of the report, it did not consult KNAV on specific accounting issues and had no disagreements or reportable events with KNAV, other than material weaknesses described in a prior SEC filing dated October 29, 2025, as amended November 28, 2025.

What prior role did KNAV have with Fusemachines (NASDAQ: FUSE)?

KNAV acted as the independent registered public accounting firm for Old Fusemachines for the years ended December 31, 2024 and 2023. Its reports on those financial statements included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.

Who audited CSLM Acquisition Corp. before its business combination with Fusemachines (FUSE)?

Before the business combination, the historical financial statements of CSLM Acquisition Corp. were audited by BDO USA, P.C. BDO was not engaged as the independent registered public accounting firm for CSLM Holdings or Fusemachines after the domestication.

What is the going concern language mentioned for Fusemachines (FUSE)?

The filing notes that KNAV’s reports on the company’s financial statements as of and for the years ended December 31, 2024 and 2023 contained an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern.

How does the CSLM business combination relate to the auditor situation at Fusemachines (FUSE)?

After the business combination, CSLM merged with CSLM Holdings and the combined entity took the name Fusemachines Inc. KNAV, which had audited Old Fusemachines’ financials, is now engaged as the independent public accounting firm for the combined company, while BDO, which previously audited CSLM, was not engaged after the domestication.