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Fusemachines Inc. S-1 Filings

FUSE NASDAQ

Every S-1 that Fusemachines Inc. (FUSE) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A S-1 covers the registration statement a company files to sell shares publicly, so if you follow FUSE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FUSE filings page.

Rhea-AI Summary

Fusemachines Inc. is registering up to 11,363,636 shares of common stock for resale by Roth Principal Investments under a committed equity facility. These shares may be issued over up to 36 months as Fusemachines, at its discretion, sells stock to Roth for up to $20,000,000 in funding.

Fusemachines will receive no proceeds from Roth’s resale of the shares, only from its primary sales to Roth, which are priced off Nasdaq VWAP with 3%–5% discounts and a $0.50 minimum price. As of April 10, 2026, 28,939,240 shares were outstanding, and Nasdaq rules cap new issuances to Roth at 5,750,000 shares unless shareholders approve more.

Rhea-AI Summary

Fusemachines Inc. filed a prospectus covering the resale of up to 11,363,636 shares of common stock by Roth Principal Investments under a committed equity facility. Fusemachines is not selling shares in this offering and will not receive proceeds from Roth’s resales.

The company may sell up to $20,000,000 of stock directly to Roth over a 36‑month period at discounts to market VWAP, subject to Nasdaq’s 19.99% Exchange Cap and a 4.99% beneficial ownership limit. If fully issued, these shares would significantly dilute existing holders and could pressure the trading price as Roth resells into the market.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Fusemachines Inc. is registering the potential issuance of up to 9,487,500 shares of common stock upon the exercise of 9,487,500 public warrants, and the resale of up to 22,899,199 shares of common stock by selling stockholders. The resale pool includes 9,805,480 shares held by CSLM sponsor affiliates, up to 3,971,250 shares issuable on exercise of private placement warrants at $11.50 per share, and 9,122,469 shares held by company affiliates. Fusemachines will receive cash proceeds only if warrants are exercised, and will not receive proceeds from stockholder resales, though it will pay related offering expenses other than underwriting discounts and commissions.

The company provides artificial intelligence solutions and AI education programs, and recently completed a business combination with CSLM Acquisition Corp., issuing $200,000,000 of stock consideration valued at $10.00 per share. Its common stock and public warrants trade on the Nasdaq Global Market under “FUSE” and “FUSEW,” and on December 18, 2025, the common stock last traded at $2.03 per share.