8-K - FUSE - Equibles

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

Dateof Report (date of earliest event reported) October22, 2025

FUSEMACHINES

INC.

(Exactname of registrant as specified in its charter)

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

251West 30th Street, 5th Floor

NewYork. New York 10001

(Addressof principal executive offices and zip code)

(347)212-5075

(Registrant’stelephone number, including area code)

CSLM Holdings Inc.

2400 E.Commercial Boulevard – Suite 900

FortLauderdale, Florida 33308

(Former name or formeraddress, 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<br> to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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. ☐

Introductory

Note

Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the definitive proxy statement/prospectus (the “ProxyStatement/Prospectus”), filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission (the “SEC”) on July 3, 2025 by CSLM Holdings, Inc.

BusinessCombination

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 (“Fusemachines”), and CSLM Holdings, Inc. (“CSLM Holdings”) (as amended, the “Business Combination Agreement”).

As contemplated in the Business Combination and described in the section titled “Proposal No. 1 – The Business Combination Proposal” and “Proposal No.2 – The Domestication Proposal” of the Proxy Statement/Prospectus, on October 21, 2025, the day prior to the Effective Time, (a) CSLM merged with and into CSLM Holdings., a Delaware corporation and wholly owned subsidiary of CSLM at which time the separate existence of CSLM ceased and CSLM Holdings became the surviving corporation (“Pubco” or “New Fusemachines”) in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) (the “Companies Act”), the Certificate of Merger, (the “Certificate ofMerger”), and the amended and restated memorandum and articles of association of CSLM (the “Domestication”); (b) the merger (the “Merger”) of Merger Sub with and into Fusemachines, pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), the separate corporate existence of Merger Sub ceased and Fusemachines became the surviving corporation and a wholly-owned subsidiary of Pubco, pursuant to the terms of the Business Combination Agreement and in accordance with the laws of the State of Delaware, as more fully described elsewhere in the Proxy Statement/Prospectus; and (c) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the “Business Combination”). In connection with the Business Combination, Pubco was renamed “Fusemachines Inc.” and Fusemachines was renamed “Fusemachines USA, Inc.”

On October 22, 2025 (the “ClosingDate”), the Business Combination was consummated whereby (a) Merger Sub merged with and into Fusemachines with Fusemachines as the surviving corporation and becoming a wholly-owned subsidiary of Pubco; (b) the issued and outstanding shares of Fusemachines were exchanged for $200,000,000 in the form of newly-issued shares of Pubco common stock valued at $10.00 per share (the “AggregateBase Consideration”). On the Closing Date, (a) the shareholders of Fusemachines were issued an aggregate of 19,214,201 shares of New Fusemachines Common Stock, an aggregate of 693,420 shares of New Fusemachines Common Stock were reserved for issuance upon the exercise of stock options, and an aggregate of 122,211 shares of New Fusemachines Common Stock were reserved for issuance upon the exercise of common stock warrants; (b) the public shareholders of CSLM received an aggregate of 901,955 shares of New Fusemachines Common Stock, (c) all public rights were converted into 1,897,500 shares of New Fusemachines Common Stock; (d) New Fusemachines issued an aggregate of 4,743,750 shares of New Fusemachines Common Stock to private placement investors; (e) New Fusemachines issued an aggregate of 1,184,000 shares of New Fusemachines Common Stock, in connection with the PIPE Financing; and (f) the Sponsor Convertible Notes were exchanged for an aggregate of 408,639 newly-issued shares of New Fusemachines Common Stock. On the Closing Date, the Company received approximately $9.4 million in net proceeds.

The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K, as amended by Amendment No. 1 to the Business Combination Agreement filed as Exhibit 2.2 to this Current Report on Form 8-K and Amendment No. 2 to the Business Combination Agreement filed as Exhibit 2.3 to this Current Report on Form 8-K.

The shares of Pubco’s common stock are referred to herein as “Pubco Common Stock” or “New Fusemachines Common Stock” and public warrants exercisable for Pubco’s common stock are referred to herein as “Pubco Warrants” or “New Fusemachines Warrants”.

There were 28,350,031 shares of New Fusemachines Common Stock issued and outstanding and 9,487,500 New Fusemachines Warrants immediately following the consummation of the Business Combination.

NewOrganizational Documents

As previously disclosed in CSLM’s Current Report on Form 8-K filed on August 1, 2025, in connection with the Business Combination, the CSLM shareholders approved a proposal to adopt an amended and restated certificate of incorporation (the “New Charter”) and amended and restated bylaws (the “New Bylaws”, and together with the New Charter, the “New OrganizationalDocuments”). Among other things, the New Organizational Documents (i) changed the name of the corporation from “CSLM Acquisition Corp.” to “Fusemachines Inc.”; and (ii) amended and redesignated the authorized share capital of Pubco from (a) 500,000,000 CSLM Class A Ordinary Shares, 50,000,000 CSLM Class B Ordinary Shares and 5,000,000 preference shares, par value $0.0001 per share, of CSLM to (b) 500,000,000 shares of Pubco Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share, of Pubco.

The foregoing descriptions of the New Charter and New Bylaws do not purport to be complete and are qualified in their entirety by the full text of each of the New Charter and New Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

Item1.01. Entry into a Material Definitive Agreement.

The disclosures set forth in the “Introductory Note” above are incorporated and made a part of this Item 1.01 by reference.

The disclosures set forth in Item 2.01 of this Current Report on Form 8-K are incorporated and made a part of this Item 1.01 by reference.

RelatedAgreements

Amendedand Restated Registration Rights Agreement

At the Closing, certain investors and other holders of Pubco capital stock (as defined in this section, the “Holders”) entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”). Pursuant to the terms of the Amended and Restated Registration Rights Agreement, Pubco is obligated to file a registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) to register the resale of certain securities of Pubco held by the Holders. The Amended and Restated Registration Rights Agreement also provides the Holders with certain “demand” and “piggy-back” registration rights, subject to certain requirements and customary conditions.

Under the Amended and Restated Registration Rights Agreement, Pubco is required to register for resale an aggregate of 5,505,389 shares of Pubco common stock.

The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirely by the full text of the Amended and Restated Registration Rights Agreement which is included by reference as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Indemnificationof Directors and Officers

On October 22, 2025, in connection with the closing of the Business Combination, Pubco adopted the New Charter. The New Charter provides that, to the fullest extent permitted by Delaware law, Pubco must indemnify and hold harmless and advance expenses to any of its directors and officers who is involved in any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of Pubco or, while serving as a director or officer of Pubco, is or was serving at the request of Pubco as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity. Pubco also is expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for Pubco’s directors, officers, and certain employees for some liabilities. Further information about the indemnification of Pubco’s directors and executive officers is set forth in the Proxy Statement/Prospectus in the section titled “Limitations on Liability and Indemnification of Officers and Directors” and that information is incorporated herein by reference. In addition, each such director and officer will enter into a customary indemnity agreement, substantially in the form attached as Exhibit 10.6 hereto. Each indemnity agreement provides for indemnification and advancements by Pubco of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to Pubco or, at Pubco’s request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.

Item2.01 Completion of Acquisition or Disposition of Assets.

The disclosures set forth in the “Introductory Note” above are incorporated and made a part of this Item 1.01 by reference.

FORM

10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as CSLM was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, New Fusemachines, as the successor issuer to CSLM, is providing the information below that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to New Fusemachines following the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

CautionaryNote Regarding Forward-Looking Statements

The statements contained in this Current Report on Form 8-K that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding New Fusemachines’ expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this Current Report on Form 8-K is in relation to New Fusemachines has been provided by New Fusemachines and Fusemachines’ management team, and forward-looking statements include statements relating to the expectations of New Fusemachines’ management team’s beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report on Form 8-K may include, for example, statements about:

●	the<br> expected benefits of the Business Combination;
●	the<br> market for New Fusemachines’ enterprise artificial intelligence services;
●	New<br> Fusemachines’ growth and the management thereof;
●	New<br> Fusemachines’ sales efforts;
●	New<br> Fusemachines’ customers;
●	development<br> and deployment of new technologies by New Fusemachines;
●	New<br> Fusemachines’ ability to sell its platforms and satisfy customers;
●	the<br> market for New Fusemachines’ platforms and services;
●	the<br> use of AI;
●	real<br> or perceived errors in Fusemachines’ platforms;
●	cyber<br> attacks and security preparation and vulnerabilities;
●	New<br> Fusemachines’ need for additional funding
●	New<br> Fusemachines’ ability to continue as a going concern;
●	proper<br> operation of New Fusemachines’ proprietary products and services;
●	New<br> Fusemachines’ security measures and potential failure thereof;
●	protection<br> of New Fusemachines’ intellectual property rights;
---	---
●	the<br> ability of New Fusemachines to combat claims that New Fusemachines infringes on intellectual<br> property rights of others;
●	use<br> of algorithms by New Fusemachines;
●	use<br> of open source software by New Fusemachines;
●	New<br> Fusemachines’ dependence on its management team and other key employees;
●	competition<br> within New Fusemachines’ industry;
●	material<br> adverse developments in domestic and global economic conditions;
●	catastrophic<br> events, including those which impact third parties on which New Fusemachines materially relies;
●	material<br> weaknesses and significant deficiencies related to New Fusemachines’ internal control<br> over financial reporting and remediation thereof;
●	the<br> price of New Fusemachines’ common stock;
●	control<br> over New Fusemachines by executive officers and directors of the company;
●	the<br> requirements of being a public company;
●	sales<br> of a substantial amount of New Fusemachines common stock;
●	declines<br> or fluctuations in the price of New Fusemachines’ common stock or publicly traded warrants;
●	the<br> listing and continued listing of New Fusemachines’ securities on the Nasdaq Stock Market (“Nasdaq”);
●	other<br> factors detailed under the section entitled “Risk Factors” in the Proxy<br> Statement/Prospectus; and
●	other<br> risks and uncertainties discussed elsewhere in this Current Report on Form 8-K.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Proxy Statement/Prospectus and other documents filed or that may be filed by New Fusemachines from time to time with SEC. These forward-looking statements must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of New Fusemachines. Forward-looking statements speak only as of the date they are made. While New Fusemachines may elect to update these forward-looking statements at some point in the future, New Fusemachines specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing New Fusemachines’ assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Business

The business of New Fusemachines is described in the Proxy Statement/Prospectus in the section titled “Information About Fusemachines”, and that information is incorporated herein by reference.

RiskFactors

Other than as set forth below, there have been no material changes to the risk factors related to New Fusemachines’ business and operations and the Business Combination set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors,” which information is incorporated herein by reference.

Ongoingand escalating political volatility in Nepal may adversely affect our business, financial condition, and results of operations.

Nepal has experienced significant governmental turnover since the 2008 abolition of the country’s monarchy government. Beginning on September 8, 2025, thousands of demonstrators converged on central Kathmandu to protest alleged entrenched corruption, high unemployment, and perceived democratic backsliding. Security forces responded violently. Parallel and subsequent protests, demonstrations, and work stoppages have disrupted transportation and public services nationwide. Should similar or further unrest occur, we could face, among other things: restrictions on the movement of personnel and goods; interruptions to supply chains; delays in permitting or licensing; selective enforcement or abrupt changes in tax, labor, foreign-exchange, or investment regulations; increased security costs; and reputational damage. There can be no assurance that Nepal’s government will stabilize, that further violent protests will not occur, or that new regulations or emergency decrees will not materially impair our operations in the country. Any of the foregoing events, individually or in the aggregate, could have a material adverse effect on our business, financial condition, and results of operations.

FinancialInformation

The audited financial statements of CSLM for the years ended December 31, 2024 and 2023 included in the Proxy Statement/Prospectus beginning on page F-2 are incorporated herein by reference.

The unaudited financial information of CSLM as of and for the three and six months ended June 30, 2025 and 2024 is set forth in Exhibit 99.1. and incorporated herein by reference.

The audited financial statements of Fusemachines for the years ended December 31, 2024 and 2023 included in the Proxy Statement/Prospectus beginning on page F-47 are incorporated herein by reference.

The unaudited financial information of Fusemachines as of and for the six months ended June 30, 2025 is set forth in Exhibit 99.2 and incorporated herein by reference.

The unaudited pro forma condensed combined financial information of CSLM and Fusemachines as of and for the years ended December 31, 2024 and 2023, and the six months ended June 30, 2025, is set forth in Exhibit 99.3 and incorporated herein by reference.

Management’sDiscussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operation of Fusemachines for the years ended December 31, 2024 and December 31, 2023 are included in the Proxy Statement/Prospectus in the section titled “Management’s Discussion andAnalysis of Financial Condition and Results of Operations of Fusemachines,” which is incorporated herein by reference.

Management’s discussion and analysis of financial condition and results of operations of CSLM for the six months ended June 30, 2025 is described in CSLM’s 10-Q in the section titled “Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” which is incorporated herein by reference.

Management’s discussion and analysis of the financial condition and results of operations of Fusemachines for the six months ended June 30, 2025 and June 30, 2024 is set forth in Exhibit 99.6 hereto and is incorporated herein by reference.

BENEFICIAL

OWNERSHIP OF SECURITIES

The following table sets forth the beneficial ownership of New Fusemachines Common Stock immediately following consummation of the Business Combination by:

●	each<br> person who is the beneficial owner of more than 5% of New Fusemachines Common Stock;
●	each<br> person who is an executive officer or director of New Fusemachines; and
●	all<br> executive officers and directors of New Fusemachines, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security or the right to acquire such power within 60 days.

There were 28,350,031 shares of New Fusemachines Common Stock issued and outstanding and 9,487,500 New Fusemachines Warrants immediately following the consummation of the Business Combination.

Unless otherwise indicated, New Fusemachines believes that all persons named below have sole voting and investment power with respect to the voting securities indicated in the table below and the corresponding footnotes as being beneficially owned by them.

	Pre-Business Combination^(1)^						Post-Business Combination^(2)^
Name and Address of Beneficial Owner	Number of CSLM Ordinary Shares			% of CSLM Ordinary Shares			Number of Shares of Fusemachines<br> Pubco Common Stock			% of Fusemachines Pubco Common Stock
Directors and Executive Officers Pre-Business Combination
Consilium Acquisition Sponsor I, LLC<br> (Sponsor)^(3)^		4,593,750			81	%		9,141,069	^(10)^		32	%
Charles Cassel^(3)^		4,593,750			81	%		9,141,068	^(11)^		32	%
Jonathan Binder^(3)^		4,593,750			81	%		3,762,750			13	%
Irakli Gilauri		50,000			*	%		50,000			*	%
Peter Tropper		50,000			*	%		50,000			*	%
Salman Alam		50,000			*	%		50,000			*	%
All CSLM directors and executive officers as a group (five individuals)		4,743,750			84	%		9,291,069			33	%
5% Holders of CSLM
Consilium Acquisition Sponsor I, LLC (Sponsor)^(3)^		4,593,750			81	%		-			-	%
Meteora Capital, LLC^(4)^		541,917			10	%		716,917			**	%
Directors and Executive Officers of Fusemachines Pubco
Sameer Maskey		-			-			5,772,780	^(5)^		20	%
Anish Joshi		-			-			218,279	(6)		1	%
Parag Shrestha		-			-			161,525	^(7)^		*	%
Robert Traghetto		-			-			83,723			*	%
Bharat Krish		-			-			-			-
Tim Gocher		-			-			2,697,032	^(8)^		10	%
Sanjay Shrestha		-			-			275,463	^(9)^		1	%
Salman Alam		50,000			*	%		50,000			*	%
All Fusemachines Pubco directors and executive officers as<br> a group (eight individuals)		50,000			*	%		9,258,802			33	%
5% Holders of Fusemachines Pubco
Consilium<br> Acquisition Sponsor I, LLC (Sponsor)		4,593,750	^(3)^		81	%		-			-
Charles<br> Cassel		4,593,750	^(3)^		81	%		9,141,069	^(12)^		32	%
Jonathan<br> Binder		4,593,750	^(3)^		81	%		9,141,068	^(13)^		32	%
Sameer<br> Maskey		-			-			5,772,780	^(5)^		20	%
Tim<br> Gocher		-			-			2,697,032	^(8)^		10	%
*	Less than 1%.
---	---
**	Less than 5% ownership in Post-Business<br> Combination entity.
(1)	The Pre-Business Combination<br> percentage of beneficial ownership is calculated based on 5,645,705 issued and outstanding CSLM Ordinary Shares.
(2)	The Post-Business Combination<br> percentage of beneficial ownership is calculated based on 28,350,031 shares of Fusemachines Pubco Common Stock issued and outstanding<br> at the Closing.
(3)	Consilium Acquisition Sponsor<br> I LLC (Sponsor) is the record holder of the CSLM Ordinary Shares reported herein. Sponsor is controlled by its managing member, Consilium<br> Investment Capital, Inc., which is owned and controlled by Charles Cassel and Jonathan Binder, each of whom owns a 50% equity interest<br> in Consilium Investment Capital, Inc. Consilium Investment Capital, Inc. owns a 30% equity interest in Sponsor, but by virtue of<br> their shared control over the Consilium Investment Capital, Inc, Mr. Cassel and Mr. Binder may be deemed to beneficially own the<br> shares held by Sponsor.
(4)	Based solely on a Schedule 13G<br> filed with the SEC on February 14, 2025 by Meteora Capital LLC, a Delaware limited liability company (“Meteora Capital”)<br> with respect to the Class A Ordinary Shares held by certain funds and managed accounts to which Meteora Capital serves as investment<br> manager (collectively, the “Meteora Funds”); and Vik Mittal, who serves as the Managing Member of Meteora Capital, with<br> respect to the Class A Ordinary Shares held by the Meteora Funds. The address of the principal business office of Meteora Capital<br> is 1200 N Federal Hwy, #200, Boca Raton FL 33432.
(5)	The Pubco Common Stock shares<br> represent 4,127,708 shares directly held by Sameer Maskey and (i) 329,014 shares held by Sameer Maskey’s spouse and (ii) 658,029<br> and 658,029 shares are held of record by Maskey Everest Trust and Maskey Annapurna Trust, respectively. Sameer Maskey exercises voting<br> or dispositive control over any of the securities held by Maskey Everest Trust and Maskey Annapurna Trust. As such, Mr. Maskey may<br> be deemed to be the beneficial owner of all shares held by Maskey Everest Trust and Maskey Annapurna Trust. Mr. Maskey disclaims<br> individual ownership of such shares except to his individual pecuniary interest in such trusts.
(6)	Includes (i) 177,667 shares<br> of Fusemachines Pubco Common Stock owned by Mr. Joshi directly, as well as (ii) vested stock incentive options exercisable for 40,513<br> shares of Fusemachines Pubco Common Stock that Mr. Joshi has the right to acquire within 60 days of November 28, 2025. Mr. Joshi<br> disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(7)	Includes (i) 125,025 shares<br> of Fusemachines Pubco Common Stock owned by Mr. Shrestha directly, as well as (ii) vested stock incentive options exercisable for<br> 36,410 shares of Fusemachines Pubco Common Stock that Mr. Shrestha has the right to acquire within 60 days of November 28, 2025.<br> Mr. Shrestha disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(8)	Includes 1,870,638 shares of<br> Fusemachines Pubco Common Stock held directly by Dolma Impact Fund (“Dolma”), and 806,654 shares of Fusemachines Pubco<br> Common Stock issuable to Dolma upon the conversion of outstanding convertible notes. Mr. Gocher is the founder and Chief Executive<br> Officer of Dolma, and so may be deemed to have voting and dispositive power over the securities held by Dolma. Also includes vested<br> stock incentive options exercisable for 19,740 shares of Fusemachines Pubco Common Stock that Mr. Gocher has the right to acquire<br> within 60 days of November 28, 2025. Mr. Gocher disclaims any beneficial ownership of such shares, except to the extent of any pecuniary<br> interest therein.
(9)	Includes (i) 235,982 shares<br> of Fusemachines Pubco Common Stock owned by Mr. Shrestha directly, as well as (ii) vested stock incentive options exercisable for<br> 39,481 shares of Fusemachines Pubco Common Stock that Mr. Shrestha has the right to acquire within 60 days of November 28, 2025.<br> Mr. Shrestha disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(10)	Includes<br> (i) 564,413 shares of Fusemachines Pubco Common Stock that were transferred from Consilium Acquisition Sponsor I, LLC to Mr. Cassel<br> at the Closing, (ii) 4,072,414 shares of Fusemachines Pubco Common Stock which Consilium Extended Opportunities Fund LP is the record<br> holder of, and (iii) 4,504,242 shares of Fusemachines Pubco Common Stock which Consilium Frontier Equity Fund LP. Consilium Extended<br> Opportunities Fund LP and Consilium Frontier Equity Fund LP are controlled by their managing member, Consilium Investment Capital,<br> Inc., which is owned and controlled by Charles Cassel and Jonathan Binder, each of whom owns a 50% equity interest in Consilium Investment<br> Capital, Inc. By virtue of their shared control over the Consilium Investment Capital, Inc, Mr. Cassel and Mr. Binder may be deemed<br> to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP.
(11)	Includes<br> (i) 564,412 shares of Fusemachines Pubco Common Stock that were transferred from Consilium Acquisition Sponsor I, LLC to Mr. Binder<br> at the Closing, (ii) 4,072,414 shares of Fusemachines Pubco Common Stock which Consilium Extended Opportunities Fund LP is the record<br> holder of, and (iii) 4,504,242 shares of Fusemachines Pubco Common Stock which Consilium Frontier Equity Fund LP. Consilium Extended<br> Opportunities Fund LP and Consilium Frontier Equity Fund LP are controlled by their managing member, Consilium Investment Capital,<br> Inc., which is owned and controlled by Charles Cassel and Jonathan Binder, each of whom owns a 50% equity interest in Consilium Investment<br> Capital, Inc. By virtue of their shared control over the Consilium Investment Capital, Inc, Mr. Cassel and Mr. Binder may be deemed<br> to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP.

Directorsand Executive Officers

Immediately following the consummation of the Business Combination, the following individuals became the directors of New Fusemachines: (i) Sameer Maskey, (ii) Sanjay Shrestha, (iii), Tim Gocher, (iv) Bharat Krish, and (v) Salman Alam.

Immediately following the consummation of the Business Combination, the following individuals became the executive officers of New Fusemachines: (i) Sameer Maskey, Chief Executive Officer, (ii) Christine Chambers, Chief Financial Officer, (iii) Anish Joshi, Head of Technology (iv) Parag Shrestha, Head of Strategy, MD South Asia, and (v) Robert Traghetto, Head of AI Services.

Biographical details of the directors and executive officers of New Fusemachines are set forth below:

SameerMaskey is Fusemachines’ Founder and Chief Executive Officer, and has served as a member of the Board of Directors since January 2013. Dr. Maskey has over 18 years of experience in artificial intelligence, natural language processing, machine learning, and data science. Since 2019, Dr. Maskey has been an Adjunct Associate Professor at Columbia University, where he teaches several courses in machine learning, programming and natural language processing. In 2008, Dr. Maskey completed his PhD in Computer Science from Columbia University. Prior to obtaining his PhD, Dr. Maskey served as part of the research team at IBM Watson Research Center where he invented various statistical algorithms to improve speech-to-speech translation and question answering systems. Dr. Maskey is an inventor of 15 granted or pending United States patents and has authored over 20 publications. He holds a B.S. in Math and Physics from Bates College. Dr. Maskey is qualified to serve on our Board of Directors due to the perspective and experience he brings as Chief Executive Officer and from his extensive technology experience.

ChristineChambers has served as Fusemachines’ Chief Financial Officer since August 2025. Ms. Chambers has over 20 years of experience in leading financial operations and developing growth strategies across multiple publicly traded companies, including for Petmed Express Inc. (NASDAQ:PETS) from August 2022 to August 2024, and RealNetworks Inc. (formerly NASDAQ:RNWK) from March 2021 to August 2022. She previously held financial planning and analysis roles with Rosetta Stone, Inc. AstraZeneca plc, and Agilent Technologies, Inc. Ms. Chambers received her MBA from the University of Washington and her B.A. in Finance from Loughborough University.

ParagShresthahas served as Fusemachines’ Head of Strategy since January 2021, where he leads the company’s distributed team across South Asia. From September 2019 to January 2021, he held roles of increasing seniority with Fusemachines including Business Development Executive & Product Executive, and Enterprise Executive. Prior to joining Fusemachines, Mr. Shrestha held senior engineering and consulting roles with organizations including 360insights, Salesforce, Fidelity National Information Service. Initiate Systems, and Aon Hewitt. Mr. Shrestha holds a B.S. in Computer Science from the University of Windsor.

RobertTraghettohas **** served as Fusemachines’ Vice President of AI Services since March 2021, where he leads AI Service strategy, talent acquisition, employee development, and service delivery. Mr. Traghetto has over 20 years of experience in software and product engineering. From August April 2018 to March 2021, he held roles of increasing seniority with Fusemachines including Director of Technology, and Senior Architect. Mr. Traghetto was the co-founder of Rake, a talent acquisition and candidate engagement platform, which was acquired by Fusemachines in April 2018. Prior to Fusemachines and Rake, Mr. Traghetto **** held senior engineering and technology roles with organizations including Yingo Yango, The Institute for Integrative Nutrition, and TMP Worldwide. Mr. Traghetto holds a Bachelor of Technology in Computer Systems from the New York City College of Technology and an M.S. in Computer Science from the City College of New York.

AnishJoshihas served as Fusemachines’ Head of Technology since January 2020, where he managements the company’s engineering team, technology planning and product development. Mr. Joshi has over 16 years of technology and product development experience. He is also responsible for leading the company’s AI Support Services team and motivating them to build innovative solutions. Mr. Joshi joined Fusemachines in January 2013 and held roles of increasing seniority between that time and January 2020, including VP of Technology, Director of Technology, and Sr. Technology Manager. Mr. Joshi holds a Bachelor of Information Management from Prime College.

BharatKrish was appointed to the Board of Directors following the Merger in January 2025. Mr. Krish is a customer focused business leader, entrepreneur and innovator with over 20 years of experience in product leadership and innovation with top media and retail companies, and in building streaming and AI enterprise SaaS startups from the ground up. Products he has helped build are used by millions of users. Mr. Krish has acted as Chief Product Officer of Newsweek since December 2023, has held leadership positions with Techstars since March 2023, and has been a board advisor of Gaia Ventures, an early stage venture capital firm since January 2023. From May 2020 to December 2022, he held roles with TIME, including President of Digital and Chief Technology Officer. Prior to TIME, he held C-suite positions at various media and retail companies. Mr. Krish received a masters in Technology Management from Columbia University, a masters in Computer Engineering from Syracuse University, and a bachelors in Computer Science and Engineering from Coimbatore Institute of Technology. We believe Mr. Krish’s qualifications to serve on our board of directors include his extensive leadership and advisory experience working with innovative technology companies.

TimGocherhas served as a member of Fusemachines’ Board of Directors since 2018. Mr. Gocher founded Dolma Impact Fund, an active private equity fund focused on technology, healthcare, and renewable energy, and has acted as CEO since the fund’s founding in May 2012. Since June 2003, Mr. Gocher has also served as Chairman of Dolma Foundation, a non-profit organization focused on alleviating poverty by investing in sustainable businesses, education, and healthcare. Previously, he served in senior roles with global organizations across Europe and Asia including Living Planit SA, Nettleton Global Asia, Interregnum-Parkmead Group, and E.ON UK. Mr. Gocher holds an MBA from London Business School and an honorary Doctor of Laws from the University of Nottingham. Mr. Gocher is qualified to serve as a member of our Board of Directors based on his executive leadership experience in the technology industry and his senior leadership experience.

SanjayShrestha has served as a member of Fusemachines’ Board of Directors since 2014. Mr. Shrestha has been General Manager of Energy Solutions & Chief Strategy Officer with Plug Power (NASDAQ:PLUG), an American company engaged in the development of hydrogen fuel cell systems, since April 2019. Prior to joining Plug Power, Mr. Shrestha held various executive investing and investment banking roles, including CIO of a solar IPP, President of Sky Capital Americas, head of renewables investment banking effort at FBR Capital Markets, global head of renewables research coverage at Lazard Capital Markets, and head of renewables and industrial research at First Albany Capital. Mr. Shrestha holds a Bachelors of Sciences, and an honorary doctorate from Saint Rose College. Mr. Shrestha is qualified to serve as a member of our Board of Directors based on his significant technology, investment banking, and public company experience.

SalmanAlam served as a director of CSLM since 2022 and was appointed to the Board of Directors following the Merger in January 2025. Mr. Alam is Vice President, Legal, at Western Digital Corporation, a leading provider of data storage technologies, where he has been responsible for worldwide product development and go-to-market technology legal issues since 2016. With over 15 years of legal experience in the corporate legal sector, he also serves as a principal counsel for the flash technology and consumer products business unit, dealing with emerging product regulatory issues within the data ecosystem in markets across the world, including in artificial intelligence, licensing, and data privacy. He has also served as Board Director for CSLM since 2022. Mr. Alam also previously served in roles of increasing responsibility at Western Digital, including Sr. Director, Assistant General, Director, Associate General Counsel, Director, Senior Legal Counsel, and Senior Counsel. Prior to Western Digital, Mr. Alam has served as a legal executive to technology startups focused on mobile and web business models, as well as a corporate transactional attorney at Newmeyer & Dillion, LLP, where he represented emerging and established companies in corporate transactions, M&A, capital markets, and corporate governance matters. Mr. Alam received a B.A. from the University of California, Berkeley, with two majors in Economics and South &Southeast Asian Studies (high honors), and minors in Business Administration (Haas School of Business) and Philosophy, respectively. He also received a law degree from the University of California, Hastings. He has additionally completed coursework in the executive education program at Columbia Business School. We believe Mr. Alam’s qualifications to serve on our board of directors include his extensive experience in legal and governance matters, particularly with technology companies as part of the broader artificial intelligence ecosystem.

DirectorIndependence

Information with respect to the independence of the Company’s directors is set forth in the Proxy Statement/Prospectus in the section titled “Independence of the Board of Directors,” and that information is incorporated herein by reference.

Committeesof the Board of Directors

Information with respect to the composition of the Board immediately after the Closing is set forth in the Proxy Statement/Prospectus in the section titled “Management of Pubco Following the Business Combination – Board Committees”, and that information is incorporated herein by reference.

ExecutiveCompensation

Priorto the Business Combination

A description of the compensation of the named executive officers of Fusemachines before the consummation of the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation of Fusemachines,” and that information is incorporated herein by reference.

2025Omnibus Equity Incentive Plan

At the Special Meeting, CSLM stockholders approved the New Fusemachines 2025 Omnibus Equity Incentive Plan (the “Equity Plan”), and the reservation of 1,500,000 shares of Pubco Common Stock thereunder. As a result, the Board is authorized to approve grants of awards under the Equity Plan to eligible participants, subject to various limitations. The description of the Equity Plan is set forth in the Proxy Statement/Prospectus in the section entitled “Proposal No. 6 — The Equity Incentive Plan Proposal,” which is incorporated herein by reference. The New Fusemachines Board of Directors approved and adopted the Equity Plan on October 22, 2025. The description of the Incentive Equity Plan is not complete and is subject to and qualified in its entirety by reference to the Incentive Equity Plan, a copy of which is attached hereto as Exhibit 10.2 and the terms of which are incorporated by reference herein.

DirectorCompensation

A description of the compensation of the directors of Fusemachines before the consummation of the Business Combination is set forth on page 282 of the Proxy Statement/Prospectus in the section titled “Director Compensation,” and that information is incorporated herein by reference.

EmploymentAgreements

A description of the employment agreements that Fusemachines entered into with certain officers is set forth in the Proxy Statement/Prospectus in the sections titled “Executive Compensation of Fusemachines – Executive Compensation Arrangements,” and that information is incorporated herein by reference.

NewCEO Agreement

On the Closing Date, New Fusemachines entered into an executive employment agreement (the “CEO Agreement”) with Sameer Maskey, New Fusemachines’ Chief Executive Officer (referred to in this section titled New CEO Agreement, “Executive”). The CEO Agreement provides, among other things, that Executive shall be entitled to a base salary of $495,000 and shall be eligible for an annual cash bonus equal to up to 100% of his base salary (subject to meeting target performance goals each year). Executive is also eligible to participate in New Fusemachines’ equity compensation plans. Upon the Executive’s termination of employment for any reason outside of the Change of Control Period (as defined in the CEO Agreement), the Executive (or his Beneficiary following the Executive’s death) shall receive (i) a lump sum payment on the Date of Termination in an amount equal to the sum of the Executive’s earned but unpaid Base Salary through his Date of Termination plus his accrued but unused vacation days at the Executive’s Base Salary in effect as of his Date of Termination; plus (ii) any other benefits or rights the Executive has accrued or earned through his Date of Termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the New Fusemachines. In addition to the compensation and benefits payable above, if the Executive’s employment is terminated by New Fusemachines without Cause or by the Executive for Good Reason outside of the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination, the Executive (or his Beneficiary following the Executive’s death) shall receive: (i) Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination payable at the same time annual bonuses for such fiscal year are paid to other key Employees of the Company pursuant to the terms of the Bonus Plan, (ii) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable, in an amount equal to 12 months of Base Salary, and (iii) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for a 12 month period from the Date of Termination. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the CEO Agreement. The CEO Agreement includes customary indemnification provisions.

The foregoing description of the New CEO Agreement is not complete, and is qualified in its entirety by reference to the complete New CEO Agreement, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

NewCFO Agreement

On July 21, 2025*,* Fusemachines entered into an offer letter agreement (the “CFO Agreement”) with Christine Chambers, New Fusemachines’ Chief Financial Officer (referred to in this section titled New CFO Agreement, “Executive”). The New CFO Agreement provides, among other things, that Executive will receive a base salary equal to $360,000, with a bonus structure to be determined at a later date. Executive is also eligible to participate in New Fusemachines’ equity compensation plans, and is entitled to an initial award of 100,000 shares of New Fusemachines’ equity units, which shall be stock options or restricted stock units, to be determined at a later date upon mutual agreement of New Fusemachines and Executive. The New CFO Agreement includes customary indemnification provisions.

The foregoing description of the New CFO Agreement is not complete, and is qualified in its entirety by reference to the complete New CFO Agreement, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

CertainRelationships and Related Person Transactions

Certain relationships and related party transactions of CSLM and Fusemachines are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions,” and that information is incorporated herein by reference.

LegalProceedings

Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Information AboutCSLM – Legal Proceedings” and “Information About Fusemachines – Legal Proceedings”, and that information is incorporated herein by reference.

MarketPrice of and Dividends on the Registrant’s Common Stock and Related Stockholder Matters

The CSLM Class A ordinary shares (“CSLM Class A Ordinary Shares”), CSLM units (“CSLM Units”), each consisting of one CSLM Ordinary Share, one-half of one warrant to purchase one CSLM Ordinary Share (“CSLM Warrants”) and one CSLM Right to receive one-tenth of one CSLM Class A Ordinary Share (“CSLM Rights”), CSLM Warrants, and CSLM Rights, were historically listed on Nasdaq under the symbols “CSLM,” “CSLMU,” “CSLMW,” and “CSLMR,” respectively. On October 23, 2025, the New Fusemachines Common Stock and New Fusemachines Warrants outstanding upon the Closing began trading on the Nasdaq under the symbols “FUSE” and “FUSEW,” respectively. At the Closing, (i) each CSLM Unit separated into its components and, as a result, the CSLM Units are no longer outstanding, and (ii) each holder received one share of New Fusemachines Common Stock for every ten CSLM Rights, and as a result, the CSLM Rights are no longer outstanding.

New Fusemachines has not paid any cash dividends on the New Fusemachines Common Stock or New Fusemachines Preferred Stock to date. The Company currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its Board deems relevant. As a result, you may not receive any return on an investment in New Fusemachines Common Stock unless you sell such common stock for a price greater than that which you paid for it.

As of the Closing Date, there were approximately 178 record holders of New Fusemachines Common Stock and five record holders of New Fusemachines Warrants. The number of record holders may not be representative of the number of beneficial owners of the New Fusemachines Common Stock and New Fusemachines Warrants, whose shares are held in street name by banks, brokers and other nominees.

Descriptionof Registrant’s Securities to Be Registered

The description of New Fusemachines’ securities is contained in the Proxy Statement/Prospectus in the section titled “Descriptionof Pubco Securities,” and that information is incorporated herein by reference.

Indemnificationof Directors and Officers

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Indemnification of Directors andOfficers” is incorporated into this Item 2.01 by reference.

FinancialStatements and Exhibits

The information set forth under the section entitled “Financial Statements” above and Item 9.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item3.02 Unregistered Sales of Equity Securities

As previously disclosed, on August 29, 2024, CSLM Holdings entered into a subscription agreement (the as used in this subsection, the “SubscriptionAgreement”) to sell shares of Common Stock of Pubco to Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company and the Sponsor of CSLM (the “Sponsor”), at a price of $10.00 per share, (as used in this subsection, “thePIPE Investment”). Further, on August 29, 2024, CSLM Holdings entered into an additional contingent subscription agreement (as used in this subsection, the “Contingent Subscription Agreement”) with the Sponsor, pursuant to which, the Sponsor committed to investing up to an additional $3,000,000, subject to reduction up to zero as follows: (a) a dollar-for-dollar reduction for Parent Closing Excess Cash of up to $1,000,000, and (b) a 20% reduction for every dollar of Parent Closing Excess Cash in excess of $1,000,000, if any, in exchange for the issuance of shares of Pubco Common Stock at a price of $10.00 per share. New Fusemachines issued 1,184,000 shares of New Fusemachines Common Stock to Consilium Frontier Equity Fund. On the Closing Date, the Company received approximately $9.4 million in connection with the PIPE Investment and related transactions.

Item3.03 Material Modification to Rights of Security Holders.

In connection with the Business Combination, on October 22, 2025, Pubco filed the New Charter with the Delaware Secretary of State, and also adopted the New Bylaws, which replace CSLM’s governing documents in effect as of such time, respectively.

The material terms of the New Charter and the New Bylaws and the general effect upon the rights of holders of New Fusemachines Common Stock are discussed in the Proxy Statement/Prospectus in the sections titled “Organizational Documents Proposals” and “TheAdvisory Organizational Documents Proposal”, and that information is incorporated herein by reference.

The information in Item 1.01 of this Current Report on Form 8-K under the section titled “New Organizational Documents” is incorporated into this Item 3.03 by reference.

The New Fusemachines Common Stock and New Fusemachines Warrants are listed for trading on Nasdaq under the symbols “FUSE” and “FUSEW,” respectively. On the Closing Date, the CUSIP numbers relating to the New Fusemachines Common Stock and New Fusemachines Warrants changed to 36118R103 and 36118R111, respectively.

Item5.01 Changes in Control of Registrant.

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “The Business Combination Proposal,” which is incorporated herein by reference. Further reference is made to the information contained in the “Explanatory Note” above and Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

As a result of the completion of the Business Combination, a change of control of CSLM has occurred, and the stockholders of CSLM (including shares held by the founders of CSLM and shares issued upon the conversion of public rights) as of immediately prior to the Closing held approximately 42.6% of the outstanding shares of New Fusemachines Common Stock immediately following the Closing.

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers

Following the adoption of the New Charter in connection with the Business Combination, the New Fusemachines Board was divided into three classes, designated as Class I, Class II and Class III. The directors first elected to Class I will hold office for a term expiring at the first annual meeting of stockholders following the consummation of the Business Combination; the directors first elected to Class II will hold office for a term expiring at the second annual meeting of stockholders following the consummation of the Business Combination; and the directors first elected to Class III will hold office for a term expiring at the third annual meeting of stockholders following the consummation of the Business Combination. The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Bharat Krish, Tim Gocher, and Salman Alam, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2027, will be Sanjay Shrestha; and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2028, will be Sameer Maskey.

Concurrently with the consummation of the Business Combination, CSLM’s officers and directors resigned from their respective positions at CSLM.

Following the Closing, the Pubco’s audit committee consists of Salman Alam, Sanjay Shrestha and Bharat Krish, with Salman Alam serving as the chair of the committee. The Board determined that each member of the audit committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, Rule 10A-3 under the Exchange Act, and the applicable Nasdaq listing requirements, that Sanjay Shrestha qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and that the members of the committee possess financial sophistication, as defined under the rules of Nasdaq.

Following the Closing, the Pubco’s compensation committee consists of Salman Alam, Sanjay Shrestha and Bharat Krish, with Sanjay Shrestha serving as chair of the committee. The Board determined that each member of the compensation committee is “independent” as defined under the applicable Nasdaq requirements and SEC rules and regulations.

Following the Closing, Pubco’s nominating and governance committee consists of Sanjay Shrestha and Salman Alam with Bharat Krish serving as chair of the committee. The Board determined that each member of the nominating and governance committee is “independent” as defined under the applicable Nasdaq requirements and SEC rules and regulations.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the headings “Executive Compensation,” “Director Compensation,” “Employment Agreements,” “Certain Relationships and Related Person Transactions” and “Indemnification of Directors and Officers” is incorporated in this Item 5.02 by reference.

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth in Item 3.03 of this Current Report regarding the New Charter and New Bylaws is incorporated into this Item 5.03 by reference.

Item5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective upon the Closing Date, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company (including its Chief Executive Officer and other executive and senior financial officers), which is available on the Company’s website at https://www.fusemachines.com/. The information on the Company’s website does not constitute part of this Current Report and is not incorporated by reference herein.

Item5.06 Change in Shell Company Status.

Upon the Closing, Pubco ceased to be a shell company. The material terms of the Business Combination are described in the Proxy Statement/Prospectus in the section titled “The Business Combination Proposal,” and are incorporated herein by reference.

Item7.01 Regulation FD Disclosure.

On October 22, 2025, Pubco issued a press release announcing the Closing. The press release is furnished as Exhibit 99.4 to this Current Report. On October 23, 2025, Pubco issued a press release announcing the beginning of trading of Pubco securities on Nasdaq under the symbols FUSE and FUSEW, respectively. This press release is furnished as Exhibit 99.5 to this Current Report.

The information in this Item 7.01, including Exhibit 99.4 and Exhibit 99.5, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Pubco under the Securities Act or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings.

Item9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The audited financial statements of CSLM for the years ended December 31, 2024 and 2023 included in the Proxy Statement/Prospectus beginning on page F-2 are incorporated herein by reference.

The unaudited financial information of CSLM as of and for the three and six months ended June 30, 2025 and 2024 is set forth in Exhibit 99.1. and incorporated herein by reference.

The audited financial statements of Fusemachines for the years ended December 31, 2024 and 2023 included in the Proxy Statement/Prospectus beginning on page F-47 are incorporated herein by reference.

The unaudited financial information of Fusemachines as of and for the six months ended June 30, 2025 is set forth in Exhibit 99.2 and incorporated herein by reference.

(b) Pro forma financial information.

Exhibit Number	Description
2.1+	Merger Agreement, dated January 2024, by and among CSLM Acquisition Corp., CSLM Merger Sub, Inc. and Fusemachines Inc. (included as Annex A-1 to the proxy statement/prospectus, which is a part of the Registration Statement on Form S-4 filed with the SEC on June 24, 2025).
2.2+	Amendment No. 1 to the Merger Agreement by and among CSLM Acquisition Corp., CSLM Merger Sub, Inc. and Fusemachines Inc., dated August 27, 2024 (included as Annex A-2 to the proxy statement/prospectus, which is a part of the Registration Statement on Form S-4 filed with the SEC on June 24, 2025).
2.3*	Amendment No. 2 to the Merger Agreement dated February 4, 2025, by and among CSLM Acquisition Corp., CSLM Merger Sub, Inc. and Fusemachines Inc.
3.1*	Amended and Restated Certificate of Incorporation
3.2*	Amended and Restated Bylaws
10.1*	Amended and Restated Registration Rights Agreement
10.2¥ *	2025 Omnibus Equity Incentive Plan
10.3¥<br> *	Employment Agreement between Fusemachines, Inc. and Sameer Maskey, dated October 22, 2025
---	---
10.4¥<br> *	Offer<br> Letter between Fusemachines, Inc. and Christine Chambers, dated July 21, 2025
10.5¥ *	Form of Indemnity Agreement
21.1*	List of Subsidiaries
99.1*	Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024; Condensed Consolidated Statements of Operations for the three months and six ended June 30, 2025 and 2024 (unaudited); Condensed Consolidated Statements of Changes in Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three and six months ended June 30, 2025 and 2024 (unaudited); Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2025 and 2024 (unaudited); and Notes to Condensed Consolidated Financial Statements (Unaudited), of CSLM Acquisition Corp.
99.2*	Condensed Consolidated Interim Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024; Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024 (unaudited); Condensed Consolidated Interim Statements of Stockholders’ Deficit for the three and six months ended June 30, 2025 and 2024 (unaudited); Condensed Consolidated Interim Statements of Cash Flows for the three and six months ended June 30, 2025 and 2024 (unaudited); and Notes to Condensed Consolidated Financial Statements (Unaudited), of Fusemachines Inc.
99.3*	Unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024.
99.4*	Press Release dated October 22, 2025
99.5*	Press Release dated October 23, 2025
99.6*	Management’s discussion and analysis of the financial condition and results of operations of New Fusemachines for the six months ended June 30, 2025
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document.)

* Filed herewith

+ Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

¥ Indicates a management contract or compensatory plan, contract or arrangement.

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:<br> October 28,<br> 2025	FUSEMACHINES INC.
	By:	/s/ Sameer Maskey
		Sameer Maskey
		Chief Executive Officer

Exhibit2.3

SECONDAMENDMENT TO MERGER AGREEMENT

This Second Amendment to Merger Agreement (this “Amendment”), dated as of February 4, 2025, is entered into by and among Fusemachines Inc., a Delaware corporation (the “Company”), CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication, “Parent”), and CSLM Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Original Merger Agreement (as defined below).

RECITALS

WHEREAS, the Company, Parent and Merger Sub are parties to that certain Merger Agreement dated as of January 22, 2024, as amended by the First Amendment to Merger Agreement, dated as of August 27, 2024 (together, the “Original Merger Agreement”);

WHEREAS, the Company, Parent and Merger Sub desire to further amend the Original Merger Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment to Definition of “PIPE Investment Amount”. The definition of “PIPE Investment Amount” is hereby deleted and amended to read in its entirety as follows:

“PIPE Investment Amount” means, as of immediately prior to the Effective Time, the sum of (i) (i) $8,840,000, and (ii) the Contingent PIPE Investment Amount, if any.

2. Amendment to Section 7.3. Section 7.3 of the Original Merger Agreement is hereby amended by deleting the following phrases “In the event the Company fails to deliver the 2023 Financial Statements to Parent by the PCAOB Audit Deadline, the Company shall pay a delay fee in the amount equal to $35,000 for the first one-month delay to March 31,2024 (pro-rated for a partial month), $50,000 for the second one-month delay to April 30, 2024 and thereafter $70,000 for each subsequent one-month delay (pro-rated for any partial month) (which fee shall be payable within two (2) Business Days after such one-month period (or partial month period)). All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent.” from such section.

3. No Waiver. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

4. Miscellaneous.

(a) Entire Agreement. The Original Merger Agreement, as amended by this Amendment, together with the Ancillary Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein.

(b) Ratification. Except as amended hereby, the terms and provisions of the Original Merger Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Merger Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control.

(c) Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.

(d) Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware.

[SignaturePage Follows]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Amendment as of the day and year first above written.

Parent:
CSLM<br> ACQUISITION CORP.
By:	/s/ Charles Cassel
Name:	Charles<br> Cassel III
Title:	Chief<br> Executive Officer
Merger Sub:
CSLM<br> MERGER SUB, INC.
By:	/s/ Charles Cassel
Name:	Charles<br> Cassel III
Title:	Chief<br> Executive Officer
Company:
FUSEMACHINES<br> INC.
By:	/s/ Sameer Maskey
Name:	Sameer<br> Maskey
Title:	Chief<br> Executive Officer

[SignaturePage to Second Amendment to Merger Agreement]

Exhibit 3.1

AMENDED& RESTATED

CERTIFICATEOF INCORPORATION

FUSEMACHINESINC.

ARTICLEI

The name of the corporation is Fusemachines Inc. (the “Corporation”).

ARTICLEII

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle County, Delaware 19801. The name of its registered agent at such address is the Corporation Trust Company.

ARTICLEIII

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”) as it now exists or may hereafter be amended and supplemented.

ARTICLEIV

The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of capital stock that the Corporation shall have authority to issue is 205,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 200,000,000 having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 5,000,000, having a par value of $0.0001 per share.

ARTICLEV

The powers, designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation are as follows:

A. COMMON STOCK.

1. General. The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board of Directors”) and outstanding from time to time.

2. Voting.

a. Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on each matter properly submitted to a vote of stockholders of the Corporation and shall be entitled to one vote for each share of Common Stock held of record by such holder as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Certificate of Designation (as defined below)) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of any outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Certificate of Designation) or pursuant to the DGCL.

b. Subject to the rights of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

3. Dividends. Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, the holders of Common Stock, as such, shall be entitled to the payment of dividends and other distributions on the Common Stock when, as and if declared by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor, in accordance with applicable law.

4. Liquidation. Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Common Stock on an equal priority, pro rata in accordance with the number of shares of Common Stock held by each such holder.

B. PREFERRED STOCK.

1. Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided.

2. Authority is hereby expressly granted to the Board of Directors from time to time to issue any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Amended and Restated Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Amended and Restated Certificate of Incorporation (including any Certificate of Designation).

3. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, or Common Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL, unless a vote of any such holders is required pursuant to the terms of any Certificate of Designation filed with respect to any series of Preferred Stock.

ARTICLEVI

For the management of the business and for the conduct of the affairs of the Corporation it is further provided that:

A. The number of directors of the Corporation, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board of Directors. At the effective time of this Amended and Restated Certificate of Incorporation, the Board of Directors shall consist of five (5) directors. The Board of Directors shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation, the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation, each of the successors elected to replace the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. If the number of directors that constitutes the Board of Directors is changed, any increase or decrease shall be apportioned by the Board of Directors among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors constituting the Board of Directors shorten the term of any incumbent director. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board of Directors is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board of Directors already in office to the aforesaid classes at the time this Amended and Restated Certificate of Incorporation (and therefore such classification) becomes effective in accordance with the DGCL.

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B. Each director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

C. Except as otherwise expressly provided by the DGCL or this Amended and Restated Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors that shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors in accordance with the bylaws of the Corporation (as such bylaws may be amended from time to time, the “Bylaws”).

D. Subject to the special rights of the holders of any outstanding series of Preferred Stock to elect directors, the Board of Directors or any individual director may be removed from office at any time, solely with cause by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

E. Subject to the special rights of the holders of any outstanding series of Preferred Stock to elect directors, except as otherwise provided by law, any vacancies on the Board of Directors resulting from death resignation, retirement, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders and except as otherwise provided by applicable law, be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors elected by a separate vote of any outstanding series of Preferred Stock), and shall not be filled by the stockholders. Any director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until such director’s successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

F. Whenever the holders of any series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation (including any Certificate of Designation). Notwithstanding anything to the contrary in this Article VI, the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to paragraph A of this Article VI, the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly, and such additional directors shall not be included in any of the classes created pursuant to this Article VI unless expressly provided by such terms. Except as otherwise provided in the Certificate of Designation(s) in respect of any series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, retirement, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

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G. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws, subject to the power of the stockholders of the Corporation entitled to vote with respect thereto to adopt, amend or repeal the Bylaws. The stockholders of the Corporation shall also have the power to adopt, amend or repeal the Bylaws; provided, that in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of any series of Preferred Stock) or the Bylaws, the adoption, amendment or repeal of the Bylaws by the stockholders of the Corporation shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote generally in an election of directors, voting together as a single class.

H. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

ARTICLEVII

A. For so long as the Corporation qualifies as a Controlled Company (as defined in Section 5615(c)(1) of the Nasdaq Stock Market LLC Rules or Section 303A.00 of the New York Stock Exchange Listed Company Manual, as applicable), any action required or permitted to be taken by the stockholders of the Corporation may be effected at an annual or special meeting of the stockholders of the Corporation, or may, except as otherwise required by applicable law or this Amended and Restated Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL. From and after the date the Corporation ceases to qualify as a Controlled Company, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation (and may not be taken by consent of the stockholders in lieu of a meeting). Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.

B. Subject to the special rights of the holders of any series of Preferred Stock, and to the requirements of applicable law, special meetings of the stockholders of the Corporation may be called for any purpose or purposes, at any time only by or at the direction of the Board of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or President, in each case, in accordance with the Bylaws, and shall not be called by any other person or persons. Any such special meeting so called may be postponed, rescheduled or cancelled by the Board of Directors or other person calling the meeting.

C. Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice of meeting.

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ARTICLEVIII

To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, no director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VIII, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or protection or increase the liability of any director or officer of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

ARTICLEIX

A. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL, and instead the provisions of Article IX(B)-(D) below shall apply, for so long as the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”).

B. The Corporation shall not engage in any business combination (as defined below) with any interested stockholder (as defined below) for a period of three years following the time that such stockholder became an interested stockholder, unless:

(1) prior to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

(2) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(3) at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of sixty-six and two thirds percent (66 2/3%) of all of the then outstanding shares of stock of the Corporation which is not owned by the interested stockholder.

C. The restrictions contained in the foregoing Article IX(B) shall not apply if:

(1) a stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an interested stockholder and (ii) would not, at any time, within the three-year period immediately prior to the business combination between the Corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership; or

(2) the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the second sentence of this Article IX(C)(2), (ii) is with or by a person who either was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of the Board and (iii) is approved or not opposed by a majority of the directors then in office (but not less than one) who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant to Section 251(f) of the DGCL, no vote of the stockholders of the Corporation is required), (y) a sale, lease, exchange, mortgage, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly owned subsidiary or to the Corporation) having an aggregate market value equal to fifty percent or more of either that aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation or (z) a proposed tender or exchange offer for 50% or more of the outstanding voting stock of the Corporation. The Corporation shall give not less than 20 days’ notice to all interested stockholders prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this Article IX(C)(2).

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D. For purposes of this Article IX, references to:

(1) “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

(2) “associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of the voting power thereof; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(3) “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

a. any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (i) with the interested stockholder, or (ii) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation subsection (B) of this Article IX is not applicable to the surviving entity;

b. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 25% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

c. any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (i) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (ii) pursuant to a merger under Section 251(g) of the DGCL; (iii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (iv) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (v) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (iii) through (v) of this subsection shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

d. any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

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e. any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (a) through (d) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(4) “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this subsection (D) of Article IX, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(5) “interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person; provided, however, that the term “interested stockholder” shall not include (a) any Principal Stockholder or any of its affiliates or successors or any “group,” or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (b) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation; provided, further, that in the case of clause (b) such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(6) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

a. beneficially owns such stock, directly or indirectly;

b. has (i) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (ii) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or

c. has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (ii) of subsection (b) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(7) “person” means any individual, corporation, partnership, unincorporated association or other entity.

(8) “Principal Stockholder” means Consilium Acquisition Sponsor I, LLC.

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(9) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(10) “voting stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of voting stock shall be calculated on the basis of the aggregate number of votes applicable to all shares of such voting stock, and by allocating to each share of voting stock, that number of votes to which such share is entitled.

ARTICLEX

A. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board. The right to indemnification conferred by this Article X shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article X. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Article X shall not be exclusive of any other right which any person may have or hereafter acquire under this Amended and Restated Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise. Any repeal or modification of this Article X shall only be prospective and shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

B. The Corporation hereby acknowledges that certain Covered Persons may have rights to indemnification and advancement of expenses (directly or through insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i) the Corporation is the indemnitor of first resort with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses to Covered Persons, (ii) the Corporation shall be required to indemnify and advance the full amount of expenses incurred by the Covered Persons, to the fullest extent required by law, the terms of this Amended and Restated Certificate of Incorporation, the Bylaws, any agreement to which the Corporation is a party, any vote of the stockholders or the Board, or otherwise, without regard to any rights the Covered Persons may have against the Other Indemnitors and (iii) to the fullest extent permitted by law, the Corporation irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons against the Corporation. These rights shall be a contract right, and the Other Indemnitors are express third party beneficiaries of the terms of this paragraph. Notwithstanding anything to the contrary herein, the obligations of the Corporation under this paragraph shall only apply to Covered Persons in their capacity as Covered Persons.

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ARTICLEXI

A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) (or, if and only if the Chancery Court lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for the following claims or causes of action under the Delaware statutory or common law: (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer **** or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action, suit or proceeding against the Corporation or any current or former director, officer or other employee of the Corporation arising pursuant to any provision of the DGCL or this Amended and Restated Certificate of Incorporation or the Bylaws (as each may be amended from time to time), (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this Amended and Restated Certificate of Incorporation or the Bylaws (as each may be amended from time to time, including any right, obligation, or remedy thereunder), (v) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Chancery Court, or (vi) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer or other employee of the Corporation governed by the internal affairs doctrine or otherwise related to the Corporation’s internal affairs, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

B. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

C. Notwithstanding the foregoing, the provisions of this Article XI shall not apply to any claim or action arising under the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

D. Any person or entity holding, owning, purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article XI.

ArticleXII

A. In recognition and anticipation that (i) certain directors, managers, principals, officers, employees and/or other representatives of the Principal Stockholders and their Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (ii) the Principal Stockholders and their Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board who are not employees of the Corporation or a majority owned subsidiary thereof (“Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XII are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the Principal Stockholders, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

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B. None of (i) the Principal Stockholders or any of their Affiliates or (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons (as defined below) identified in (i) and (ii) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section C of this Article XII. Subject to Section C of this Article XII, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, offers or directs such corporate opportunity to another Person, or does not communicate information regarding such corporate opportunity to the Corporation or any Affiliate of the Corporation.

C. The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) if such opportunity is expressly offered to such Person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section B of this Article XII shall not apply to any such corporate opportunity.

D. In addition to and notwithstanding the foregoing provisions of this Article XII, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted, to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

E. Solely for purposes of this Article XII, “Affiliate” shall mean (a) in respect of any Principal Stockholder, any Person that, directly or indirectly, is controlled by such Principal Stockholder, controls such Principal Stockholder or is under common control with such Principal Stockholder and shall include (i) any principal, member, director, manager, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation) and (ii) any funds or vehicles advised by Affiliates of such Principal Stockholder, (b) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation.

F. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII.

ARTICLEXIII

A. Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary or any provision of law which might otherwise permit a lesser vote or no vote, in addition to any vote required by applicable law or by this Amended and Restated Certificate of Incorporation, the following provisions in this Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of sixty-six and two thirds percent (66 2/3%) of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: Article V(B), Article VI, Article VII, Article VIII, Article IX, Article X, Article XI, Article XII and this Article XIII.

B. If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other circumstances shall not, to the fullest extent permitted by law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation of Fusemachines Inc. has been executed by a duly authorized officer of the Corporation on this 22nd day of October, 2025.

FUSEMACHINES INC.
By:
Name:	Sameer<br> Maskey
Title:	Chief<br> Executive Officer

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Exhibit 3.2

AMENDED & RESTATED

BYLAWS

FUSEMACHINES INC.

Article I—Corporate Offices

1.1 Registered Office. The address of the registered office of Fusemachines Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (the “Certificate of Incorporation”).

1.2 Other Offices. The Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.

Article II—Meetings of Stockholders

2.1 Place of Meetings. Meetings of stockholders shall be held at any place within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

2.2 Annual Meeting. The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 of these Bylaws may be transacted. The Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

2.3 Special Meeting. Special meetings of the stockholders may be called, postponed, rescheduled or cancelled only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting.

2.4 Notice of Business to be Brought before a Meeting.

(i) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board of Directors, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by the Board of Directors or the Chairperson of the Board or (iii) otherwise properly brought before the meeting by a stockholder present in person who (1) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 2.4 in all applicable respects. The foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. For purposes of this Section 2.4, “present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Stockholders seeking to nominate persons for election to the Board of Directors must comply with Section 2.5 and Section 2.6 and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 and Section 2.6.

(ii) Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting (which date shall be July 14, 2025, for purposes of the Corporation’s annual meeting of stockholders in the year of the closing of the business combination contemplated by that certain Merger Agreement, dated as of January 22, 2024, as amended August 27, 2024 and February 4, 2025 (the “Merger Agreement”), by and among the Corporation (formerly known as CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation), Fusemachines USA Inc. (formerly known as Fusemachines, Inc., a Delaware corporation (“Fusemachines”)) and CSLM Merger Sub, Inc., a Delaware corporation (“Merger Sub”); provided, however, that if the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(iii) To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:

(a) As to each Proposing Person (as defined below), (1) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records); and (2) the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”)) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (1) and (2) are referred to as “Stockholder Information”);

(b) As to each Proposing Person, (1) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (2) any rights to dividends on the shares of any class or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (3) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (4) any other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation, on the other hand, (5) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (6) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal and (7) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (1) through (7) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

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(c) As to each item of business that the stockholder proposes to bring before the annual meeting, (1) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), and (3) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have a right to acquire beneficial ownership at any time in the future of the shares of any class or series of the Corporation or any other person or entity (including their names) in connection with the proposal of such business by such stockholder; and (4) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (iii) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

For purposes of this Section 2.4, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

(iv) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.

(v) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.4. The presiding officer of the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

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(vi) This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(vii) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act or by such other means as is reasonably designed to inform the public or securityholders of the Corporation in general of such information including, without limitation, posting on the Corporation’s investor relations website.

2.5 Notice of Nominations for Election to the Board of Directors.

(i) Subject in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board of Directors at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (x) by or at the direction of the Board of Directors, including by any committee or persons authorized to do so by the Board of Directors or these Bylaws, or (y) by a stockholder present in person (A) who was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.5 and Section 2.6 as to such notice and nomination. For purposes of this Section 2.5, “present in person” shall mean that the stockholder proposing that the business be brought before the meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. The foregoing clause (y) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting or special meeting.

(ii) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting, the stockholder must (1) provide Timely Notice (as defined in Section 2.4) thereof in writing and in proper form to the Secretary of the Corporation, (2) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth by this Section 2.5 and Section 2.6 and (3) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5 and Section 2.6.

(a) Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling a special meeting in accordance with the Certificate of Incorporation, then for a stockholder to make any nomination of a person or persons for election to the Board of Directors at a special meeting, the stockholder must (i) provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (ii) provide the information with respect to such stockholder and its candidate for nomination as required by this Section 2.5 and Section 2.6 and (iii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the 90th day prior to such special meeting or, if later, the 10th day following the day on which public disclosure (as defined in Section 2.4) of the date of such special meeting was first made.

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(b) In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(c) In no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject to election by shareholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the time period for Timely Notice, (ii) the date set forth in Section 2.5(ii)(b), or (iii) the tenth day following the date of public disclosure (as defined in Section 2.4) of such increase.

(iii) To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:

(a) As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(a));

(b) As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(b) shall be made with respect to the election of directors at the meeting); and

(c) As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 and Section 2.6 if such candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee Information”), and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.6(i).

For purposes of this Section 2.5, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any other participant in such solicitation.

(iv) A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination.

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(v) In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, if any Nominating Person giving notice provided by this Section 2.5 provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for the Nominating Person’s nominee. Upon request by the Corporation, if any Nominating Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

2.6 Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.

(i) To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board of Directors or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices of the Corporation, (i) a completed written questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such proposed nominee, and such additional information with respect to such proposed nominee as would be required to be provided by the Corporation pursuant to Schedule 14A if such proposed nominee were a participant in the solicitation of proxies by the Corporation in connection with such annual or special meeting and (ii) a written representation and agreement (in form provided by the Corporation) that such candidate for nomination (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein or to the Corporation, (C) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), (D) if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election and (E) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director.

(ii) The Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board of Directors to determine the eligibility of such candidate for nomination to be an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines.

(iii) A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation (or any other office specified by the Corporation in any public announcement) not later than five business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.

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(iv) No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 2.5 and this Section 2.6, as applicable. The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with Section 2.5 and this Section 2.6, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.

(v) Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation unless nominated and elected in accordance with Section 2.5 and this Section 2.6.

2.7 Notice of Stockholders’ Meetings. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with Section 8.1 of these Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and time of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.8 Quorum. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided in Section 2.9 of these Bylaws until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.9 Adjourned Meeting; Notice. When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.

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2.10 Conduct of Business. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the person presiding over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.11 Voting. Except as may be otherwise provided in the Certificate of Incorporation, these Bylaws or the DGCL, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.

2.12 Record Date for Stockholder Meetings and Other Purposes. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than 60 days nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

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In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

2.13 Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A proxy may be in the form of an electronic transmission that sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder.

2.14 List of Stockholders Entitled to Vote. The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

2.15 Inspectors of Election. Before any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person presiding over the meeting shall appoint a person to fill that vacancy.

Such inspectors shall:

(i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and ballots;

(ii) count all votes or ballots;

(iii) count and tabulate all votes;

(iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and

(v) certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

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Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determine.

2.16 Delivery to the Corporation. Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents to the Corporation required by this Article II.

Article III—Directors

3.1 Powers. Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

3.2 Number of Directors. Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 Election, Qualification and Term of Office of Directors. Election of directors need not be by written ballot. Unless otherwise provided by the Certificate of Incorporation and subject to the special rights of holders of any series of Preferred Stock to elect directors, the directors shall be divided into three (3) classes, as nearly equal in number as possible, designated as Class I, Class II and Class III. Except as provided in Section 3.4 of these Bylaws, and subject to the Certificate of Incorporation, each director, including a director elected to fill a vacancy or newly created directorship, shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal in accordance with the Certificate of Incorporation. Directors need not be stockholders. The Certificate of Incorporation or these Bylaws may prescribe qualifications for directors.

3.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in Section 3.3.

Unless otherwise provided in the Certificate of Incorporation or these Bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

3.5 Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

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Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this Bylaw shall constitute presence in person at the meeting.

3.6 Regular Meetings. Regular meetings of the Board may be held within or outside the State of Delaware and at such time and at such place as which has been designated by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages or by electronic mail or other means of electronic transmission. No further notice shall be required for regular meetings of the Board.

3.7 Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or a majority of the total number of directors constituting the Board.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by electronic mail; or

(iv) sent by other means of electronic transmission, directed to each director at that director’s address, telephone number, or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four days before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

3.8 Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.9 Board Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes are maintained. Such action by written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board.

3.10 Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

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Article IV—Committees

4.1 Committees of Directors. The Board may designate one or more committees, each committee to consist, of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any Bylaw of the Corporation.

4.2 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings; meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings; notice);

(iv) Section 3.9 (board action without a meeting); and

(v) Section 7.13 (waiver of notice),

with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined as set forth in the charter of the applicable committee;

(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and

(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.2, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.

4.3 Subcommittees. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, the resolutions of the Board designating the committee or the charter of such committee adopted by the Board, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Article V—Officers

5.1 Officers. The officers of the Corporation shall include a Chief Executive Officer, a President and a Secretary. The Corporation may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Any number of offices may be held by the same person. No officer need be a stockholder or director of the Corporation.

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5.2 Appointment of Officers. The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws.

5.3 Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

5.4 Vacancies in Offices. Any vacancy occurring in any office of the Corporation shall be filled as provided in Section 5.2 or Section 5.3, as applicable.

5.5 Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.6 Representation of Shares of Other Corporations. The Chairperson of the Board, the Chief Executive Officer or the President of this Corporation, or any other person authorized by the Board, the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7 Authority and Duties of Officers. All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

5.8 Compensation. The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

Article VI—Records

A stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code as adopted in the State of Delaware.

Article VII—General Matters

7.1 Execution of Corporate Contracts and Instruments. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.

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7.2 Stock Certificates. The shares of the Corporation may be represented by certificates, provided that the Board by resolution may provide that some or all of the shares of any class or series of stock of the Corporation shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chairperson or Vice Chairperson of the Board, Chief Executive Officer, the President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be an electronic signature. In case any officer, transfer agent or registrar who has signed or whose electronic signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

7.3 Special Designation of Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or on the back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a notice provided pursuant to Section 151 of the DGCL); provided, however, that except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face of back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice) a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

7.4 Lost Certificates. Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

7.5 Shares Without Certificates. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

7.6 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.

7.7 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

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7.8 Dividends. The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock. The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

7.9 Seal. The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or an electronic reproduction thereof to be impressed or affixed or in any other manner reproduced.

7.10 Transfer of Stock. Subject to the restrictions set forth in Section 7.14, shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

7.11 Stock Transfer Agreements. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL or other applicable law.

7.12 Registered Stockholders. The Corporation:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; and

(ii) (ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

7.13 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

7.14 Lock-Up.

(a) During the applicable Lock-up Period (as defined below), the Lock-up Holders (as defined below) may not offer, sell, contract to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position with respect to, any of the Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make or to enter into any transaction specified above, or engage in any Short Sales (as defined below) with respect to the Lock-up Shares.

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(b) In furtherance of the foregoing, during the applicable Lock-up Period, the Corporation will (i) place a stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Corporation’s transfer agent in writing of the stop order and the restrictions on the Lock-up Shares under this Section 7.14 and direct the Corporation’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Section 7.14. In addition to any other applicable legends, each certificate or book entry position representing the Lock-up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SHARES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE ISSUER’S BYLAWS. A COPY OF SUCH BYLAWS WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(c) Notwithstanding the foregoing, and subject to the conditions below, the Lock-up Holders may transfer Lock-up Shares in connection with (each, a “Permitted Transfer”) (i) transfers or distributions to the Lock-up Holder’s direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (ii) transfers by bona fide gift or gifts to a member of the Lock-up Holder’s immediate family, to any estate planning vehicle or to a trust, the beneficiary of which is the Lock-up Holder or a member of the Lock-up Holder’s immediate family for estate planning purposes, or to a charitable organization; (iii) by virtue of a will, testamentary document or the laws of descent and distribution upon death of the Lock-up Holder; (iv) pursuant to a qualified domestic relations order or as required by a divorce settlement; (v) transfers to the Corporation’s officers, directors or their affiliates; (vi) pledges of Lock-up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Lock-up Holder; provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers; (vii) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of the Corporation or which results in all of the holders of Corporation Common Stock having the right to exchange their Corporation Common Stock for cash, securities or other property subsequent to the consummation of such transaction; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares shall remain subject to the restrictions set forth in this Section 7.14; (viii) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the applicable Lock-up Period; (ix) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase Corporation Common Stock or the vesting of stock-based awards, provided that any Corporation Common Stock issued upon such exercise or vesting shall become Lock-up Shares subject to this Section 7.14; (x) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase Corporation Common Stock, to the extent the instruments representing such options permit exercises on a cashless basis and provided that any Corporation Common Stock issued upon such exercise shall become Lock-up Shares subject to this Section 7.14; and (xi) to the extent required by any legal or regulatory order.

(d) Notwithstanding the other provisions set forth in this Section 7.14 or any other provision contained herein, the Board may, in its sole discretion, determine to waive, amend, or repeal the lock-up obligations set forth in this Section 7.14, whether in whole or in part; provided, that, during the Lock-up Period, any such waiver, amendment or repeal of any lock-up obligations set forth in Section 7.14, and any waiver, amendment or repeal of this Section 7.14(d), shall require the approval of the Board; provided, further, that the lock-up obligations set forth in this Section 7.14 shall not apply to the Lock-up Shares of any Lock-up Holder that have been released from the lock-up obligations set forth herein in writing by the Corporation prior to the Closing Date.

(e) Certain Definitions.

“Corporation Common Stock” means the shares of common stock, par value $0.0001 per share, of the Corporation.

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“Lock-up Holders” means the holders of Corporation Common Stock issued as consideration pursuant to the merger of Merger Sub with and into Fusemachines in accordance with the Merger Agreement (such transaction, the “Fusemachines Transaction”) outstanding as of immediately following the consummation of the Fusemachines Transaction (the “Closing” and the date of the Closing, the “Closing Date”). The term “Lock-up Holders” includes the Permitted Transferees of any such holders.

“Lock-up Period” means the shorter period of (i) one year after the Closing Date and (ii) subsequent to the Closing Date, (x) if the last reported sale price of Corporation Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing Date or (y) the date following the Closing Date on which the Corporation completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Corporation’s stockholders having the right to exchange their Corporation Common Stock for cash, securities or other property.

“Lock-up Shares” means the Corporation Common Stock and any other equity securities convertible into or exercisable or exchangeable for or representing the rights to receive Corporation Common Stock, if any, held by the Lock-up Holders immediately following the Closing; provided, however, that such Lock-up Shares shall not include Corporation Common Stock acquired by such Lock-up Holder in open market transactions during the Lock-up Period.

“Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Article VIII—Notice

8.1 Delivery of Notice; Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions of the DGCL, the Certificate of Incorporation, or these Bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph of this section without obtaining the consent required by this paragraph.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(ii) if by any other form of electronic transmission, when directed to the stockholder.

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Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such electronic transmission two consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Article IX—Indemnification

9.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent, or trustee or in any other capacity while serving as a director, officer, employee, agent, or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability, and loss (including attorneys’ fees and expenses, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 9.3 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

9.2 Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 9.1, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees and expenses) incurred in defending or participating as a witness in any proceeding to such indemnitee in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article (which shall be governed by Section 9.3) (any such payment, an “advancement of expenses”); provided, however, that an advancement of expenses incurred by an indemnitee in such indemnitee’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including service to an employee benefit plan) shall, subject to applicable provisions of the DGCL, be made solely upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under Sections 9.1 and 9.2 or otherwise.

9.3 Right of Indemnitee to Bring Suit. If an indemnitee’s claim under Section 9.1 or 9.2 is not paid in full by the Corporation within (i) sixty (60) days after a written claim for indemnification has been received by the Corporation or (ii) twenty (20) days after a written claim for advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (x) any suit brought by the indemnitee to enforce a right to indemnification under this Article (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses), it shall be a defense that, and (y) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in Delaware law or these Bylaws. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses under this Article or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses, as the case may be, under this Article or otherwise shall be on the Corporation.

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9.4 Indemnification Not Exclusive. The provision of indemnification to or the advancement of expenses and costs to any indemnitee under this Article, or the entitlement of any indemnitee to indemnification or advancement of expenses and costs under this Article, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee, or agent of the Corporation and as to action in any other capacity.

9.5 Nature of Rights. The rights conferred upon indemnitees in this Article shall be contract rights, and such rights shall continue as to an indemnitee who has ceased to be a director, officer, or trustee and shall inure to the benefit of the indemnitee’s heirs, executors, and administrators. Any amendment, alteration, or repeal of this Article that adversely affects any right of any indemnitee or any of its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Article X—Amendments

The Board is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the Bylaws of the Corporation; provided*,* however, that such action by stockholders shall require, in addition to any other vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least a majority of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an election of directors, voting together as a single class.

Article XI—Definitions

As used in these Bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

An “electronic mail” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information).

An “electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.

The term “person” means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.

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Exhibit 10.1

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2025 is made and entered into by and among Fusemachines Inc., a Delaware corporation (the “Company”) (formerly known as CSLM Holdings, Inc.), Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders of Fusemachines Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).

RECITALS

WHEREAS, CSLM Acquisition Corp., a Cayman Islands exempted company (“CSLM”), the Sponsor and each of the other parties thereto are party to that certain Registration Rights Agreement, dated as of January 12, 2022 (the “OriginalRRA”);

WHEREAS, the Company has entered into that certain Merger Agreement, dated as of January 22, 2024 and as amended on August 27, 2024 and February 4, 2025 (as it may be further amended, supplemented or otherwise modified from time to time, the “MergerAgreement”), with CSLM, CSLM Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of CSLM (“Merger Sub”), and Target, pursuant to which, among other things, CSLM merged with and into the Company, upon which the separate existence of CSLM ceased and the Company was the surviving corporation (the “Domestication”) and, following the Domestication, Merger Sub merged with and into the Target (the “Merger”), with the Target surviving the Merger as a wholly owned subsidiary of the Company;

WHEREAS, on the date of the Domestication, pursuant to the Merger Agreement, (i) each issued and outstanding ordinary share of CSLM (other than ordinary shares redeemed pursuant to CSLM’s amended and restated memorandum and articles of association) was converted automatically into one share of the Company’s common stock, par value $0.0001 per share (the “CommonStock”), (ii) each issued and outstanding warrant of CSLM became exercisable for one share of Common Stock (“Warrant”), on substantially the same terms and conditions as were applicable to such warrant prior to the Domestication; (iii) each issued and outstanding right of CSLM converted automatically into one right to acquire one-tenth (1/10) of one share of Common Stock upon the consummation of CSLM’s initial business combination (“Right”), on substantially the same terms and conditions as were applicable to such right prior to the Domestication, and (iv) each outstanding unit of CSLM separated and converted automatically into one share of Common Stock, one-half of one Warrant and one Right;

WHEREAS, on the date hereof, pursuant to the Merger Agreement, certain Target Holders received shares of Common Stock;

WHEREAS, on the date hereof, pursuant to the Merger Agreement, certain Target Holders received Converted Stock Options, as defined in the Merger Agreement (“Equity Awards”);

WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of CSLM and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question and the Sponsor holds a majority-in-interest of the Registrable Securities (as defined in the Original RRA) as of the date hereof; and

WHEREAS, the Company and the Sponsor desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“AdditionalHolder” shall have the meaning given in Section 5.10.

“AdditionalHolder Common Stock” shall have the meaning given in Section 5.10.

“AdverseDisclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (c) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble hereto.

“BlockTrade” shall have the meaning given in Section 2.4.1.

“Board” shall mean the Board of Directors of the Company.

“Closing” shall have the meaning given in the Merger Agreement.

“ClosingDate” shall have the meaning given in the Merger Agreement.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“CommonStock” shall have the meaning given in the Recitals hereto.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“DemandingHolder” shall have the meaning given in Section 2.1.4.

“Equity Awards” shall have the meaning given in the Recitals hereto.

“ExchangeAct” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“FormS-1 Shelf” shall have the meaning given in Section 2.1.1.

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“FormS-3 Shelf” shall have the meaning given in Section 2.1.1.

“HolderInformation” shall have the meaning given in Section 4.1.2.

“Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Insider Letter” shall mean that certain letter agreement, dated January 12, 2022, by and among CSLM, the Sponsor and each of the other parties thereto.

“Joinder” shall have the meaning given in Section 5.10.

“Lock-up Period” shall have the meaning ascribed to such term in (i) the Sponsor Support Agreement, dated as of January 22, 2024, as it may be amended and supplemented from time to time, by and among CSLM, Target and the Sponsor, with respect to the Sponsor Shares or (ii) the Company’s Bylaws, with respect to the Lock-up Shares held by the Lock-up Holders (as such terms are defined in the Company’s Bylaws), as applicable.

“MaximumNumber of Securities” shall have the meaning given in Section 2.1.5.

“Merger” shall have the meaning given in the Recitals hereto.

“MergerAgreement” shall have the meaning given in the Recitals hereto.

“Merger Sub” shall have the meaning given in the Recitals hereto.

“MinimumTakedown Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“OriginalRRA” shall have the meaning given in the Recitals hereto.

“Other CoordinatedOffering” shall have the meaning given in Section 2.4.1.

“PermittedTransferees” shall mean any person or entity to whom such Holder of Registrable Securities is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.

“PiggybackRegistration” shall have the meaning given in Section 2.2.1.

“Private PlacementWarrants” shall mean the warrants purchased by the Sponsor in the private placement that occurred concurrently with the closing of CSLM’s initial public offering, including any warrants and shares of Common Stock issued or issuable upon conversion, exchange or exercise of such warrants.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

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“RegistrableSecurity” shall mean (a) any outstanding shares of Common Stock, Private Placement Warrants and other Warrants, and any shares of Common Stock issued or issuable upon the exercise of Private Placement Warrants, other Warrants and any other equity security and any shares of Common Stock issued or issuable upon the exercise of any Equity Awards of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement); (b) any outstanding shares of Common Stock, Warrants to purchase shares of Common Stock, Equity Awards and shares of Common Stock issued or issuable upon the exercise of any other equity security of the Company acquired by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company; (c) any Additional Holder Common Stock; and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume limitations or limitations as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration, including any related Shelf Registration, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“RegistrationExpenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration, listing and filing fees, including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc. and any national securities exchange on which the Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) in an Underwritten Offering or Other Coordinated Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders, up to $50,000 in the aggregate.

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“RegistrationStatement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“RequestingHolders” shall have the meaning given in Section 2.1.5.

“SecuritiesAct” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

“ShelfRegistration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Sponsor” shall have the meaning given in the Preamble hereto.

“Sponsor Shares” means [3,762,750] shares of Common Stock held by the Sponsor.

“SubsequentShelf Registration Statement” shall have the meaning given in Section 2.1.2.

“Target” shall have the meaning given in the Preamble hereto.

“TargetHolders” shall have the meaning given in the Preamble hereto.

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“UnderwrittenOffering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“WithdrawalNotice” shall have the meaning given in Section 2.1.6.

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ARTICLE II

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. Within thirty (30) calendar days following the Closing Date (the “Filing Date”), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the seventy-fifth (75^th^) calendar day following the Filing Date; provided that the Company shall have the Shelf declared effective within ten (10) business days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Shelf will not be reviewed or will not be subject to further review by the Commission; provided further that if such date falls on a Saturday, Sunday or other day that the Commission is closed for business, such date shall be extended to the next business day on which the Commission is open for business and if the Commission is closed for operations due to a government shutdown then such date shall be extended by the same number of business days that the Commission remains closed. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “SubsequentShelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

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2.1.3 Additional Registration Statement(s). Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Target Holders.

2.1.4 Requests for Underwritten Offerings. Subject to Section 3.4, at any time and from time to time following the expiration of the Lock-up Period, the Sponsor or a Target Holder (any of the Sponsor or a Target Holder being in such case, a “DemandingHolder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering; provided that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “MinimumTakedown Threshold”). All requests for Underwritten Offerings shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering. Subject to Section 2.4.4, the initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor and the Target Holders may each demand not more than one (1) Underwritten Offering pursuant to this Section 2.1.4 in any twelve (12) month period, for an aggregate of not more than two (2) Underwritten Offerings pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Offering (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, (i) first, the Registrable Securities of the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Offering), (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Offering) that can be sold without exceeding the Maximum Number of Securities, (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities, and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other equity securities of persons other than Holders of Registrable Securities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons that can be sold without exceeding the Maximum Number of Securities.

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2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Offering, a majority-in-interest of the Demanding Holders initiating an Underwritten Offering shall have the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification (a “WithdrawalNotice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Offering; provided that the Sponsor or a Target Holder may elect to have the Company continue an Underwritten Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Offering by the Sponsor, the Target Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if the Sponsor or a Target Holder elects to continue an Underwritten Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Offering shall instead count as an Underwritten Offering demanded by the Sponsor or such Target Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Offering prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1.6.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Offering pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (vi) for a rights offering, (vii) for an equity line of credit or an at-the-market offering of securities, (viii) a Block Trade or (ix) an Other Coordinated Offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “PiggybackRegistration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

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2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(a) if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and

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(c) if the Registration or registered offering and Underwritten Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Offering, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Offering under Section 2.1.4 hereof.

2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder participating in the Underwritten Offering that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

2.4 Block Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, at any time and from time to time following the expiration of the Lock-up Period, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed $25 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

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2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

2.4.5 A Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to Section 2.1.4 hereof.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. If at any time the Company is required to effect the Registration of Registrable Securities hereunder, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or have ceased to be Registrable Securities;

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3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

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3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

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3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect), which requirement will be deemed satisfied if the Company timely files Forms 10-K, 10-Q, and 8-K as may be required to be filed under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

3.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter, broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Registration Statement and Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

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3.4.2 Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.4.3 Subject to Section 3.4.4, (a) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Offering and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.

3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, on not more than three (3) occasions for not more than sixty (60) consecutive calendar days on each occasion or not more than one hundred and twenty (120) total calendar days, in each case, during any twelve (12)-month period.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Restrictive Legend Removal. Subject to receipt from the Holder by the Company and the Company’s transfer agent (the “Transfer Agent”) of such customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any legend from the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use its commercially reasonable efforts to cause an opinion of the Company’s counsel to be provided, in a form reasonably acceptable to the Transfer Agent to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as such Registrable Securities (i) have been sold or transferred pursuant to an effective Registration, (ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Registrable Securities. If restrictive legends are no longer required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this Section 3.6 and within three (3) trading days of any request therefor from the Holder accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Registrable Securities. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.

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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus, in light of the circumstances in which they were made), except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “HolderInformation”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus, in light of the circumstances in which they were made), but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

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4.1.3 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus one local counsel if necessary in the reasonable judgment of the indemnified party) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and documented out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and documented out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

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ARTICLE V

MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Fusemachines Inc., 251 West 30th Street, 5th Floor, New York, NY 10001, Attention: Sameer Raj Maskey, Chief Executive Officer, or by e-mail: smaskey@fusemachines.com, and, if to any Holder, at such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.3 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that with respect to the Target Holders and the Sponsor, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (i) each of the Target Holders shall be permitted to transfer its rights hereunder as the Target Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Target Holder (it being understood that no such transfer shall reduce or multiply any rights of such Target Holder or such transferees) and (ii) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor (including the general and limited partners of the Sponsor), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees).

5.3.1 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.3.2 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.

5.3.3 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

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5.4 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.5 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN THE STATE OF DELAWARE.

5.6 TRIALBY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVECOMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISINGOUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.7 Amendments and Modifications.

Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Target Holder so long as such Target Holder and its respective affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.8 Other Registration Rights.

Other than as provided in the (i) Warrant Agreement, dated as of January 12, 2022, between CSLM and Continental Stock Transfer & Trust Company, as warrant agent, (ii) Private Placement Warrants Purchase Agreement, dated as of January 12, 2022, between CSLM and the Sponsor, and (iii) the Subscription Agreements (as defined in the Merger Agreement), the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person or entity. The Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder without (a) the prior written consent of (i) the Sponsor, for so long as the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, and (ii) a Target Holder, for so long as such Target Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; or (b) granting economically and legally equivalent rights to the Holders hereunder such that the Holders shall receive the benefit of such more favorable or senior terms and/or conditions. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

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5.9 Term. This Agreement shall terminate on the earlier of (a) the fifth (5^th^) anniversary of the date of this Agreement and (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

5.10 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

5.11 Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of each of the Sponsor (so long as the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company) and each Target Holder (so long as such Target Holder and its respective affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.

5.12 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

5.13 Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

FUSEMACHINES INC.
By:
Name:
Its:

HOLDERS:
CONSILIUM ACQUISITION CORP I, LTD., a Cayman Islands exempted company
By:
Name:	Charles Cassel
Title:	Managing Member
Jonathan Binder
Charles Cassel
Irakli Gilauri
Peter Tropper
Salman Alam

[Signature Page to Amended and Restated RegistrationRights Agreement]

Schedule 1

Target Holders

Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of October 22, 2025 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Fusemachines Inc., a Delaware corporation (the “Company”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.

Accordingly, the undersigned has executed and delivered this Joinder as of the __________ day of __________, 202__.

Signature of Stockholder
Print Name of Stockholder
Its:
Address:
Agreed and Accepted as of
---
____________, 20__
FUSEMACHINES INC.
By:
Name:
Its:

Exhibit10.2

FINAL VERSION

FUSEMACHINES INC.

2025 OMNIBUS EQUITY INCENTIVE PLAN

(Effective [●], 2025)

TABLEOF CONTENTS

		PAGE
Article<br> 1.	Effective Date, Objectives and Duration	1
1.1	Effective<br> Date of the Plan	1
1.2	Objectives<br> of the Plan	1
1.3	Duration<br> of the Plan	1
Article<br> 2.	Definitions	1
2.1	“Affiliate”	1
2.2	“Award”	1
2.3	“Award<br> Agreement”	2
2.4	“Board”	2
2.5	“Bonus<br> Shares”	2
2.6	“Cause”	2
2.7	“CEO”	2
2.8	“Change<br> in Control”	2
2.9	“Code”	3
2.10	“Committee”<br> or “Incentive Plan Committee”	3
2.11	“Compensation<br> Committee”	3
2.12	“Common<br> Stock”	3
2.13	“Corporate<br> Transaction”	3
2.14	“Deferred<br> Stock”	3
2.15	“Disability”<br> or “Disabled”	3
2.16	“Dividend<br> Equivalent”	3
2.17	“Effective<br> Date”	3
2.18	“Eligible<br> Person”	4
2.19	“Exchange<br> Act”	4
2.20	“Exercise<br> Price”	4
2.21	“Fair<br> Market Value”	4
2.22	“Grant<br> Date”	4
2.23	“Grantee”	4
2.24	“Incentive<br> Stock Option”	4
2.25	“Including”<br> or “includes”	4
2.26	“Management<br> Committee”	4
2.27	“Non-Employee<br> Director”	4
2.28	“Option”	5
2.29	“Other<br> Stock-Based Award”	5
2.30	“Parent<br> Corporation”	5
2.31	“Performance<br> Period”	5
2.32	“Performance<br> Share” and “Performance Unit”	5
2.33	“Period<br> of Restriction”	5
2.34	“Person”	5
2.35	“Restricted<br> Shares”	5

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TABLE OF CONTENTS

		PAGE
2.36	“Restricted<br> Stock Units”	5
2.37	“Rule<br> 16b-3”	5
2.38	“SEC”	5
2.39	“Section<br> 16 Non-Employee Director”	5
2.40	“Section<br> 16 Person”	5
2.41	“Separation<br> from Service”	6
2.42	“Share”	6
2.43	“Stock<br> Appreciation Right” or “SAR”	6
2.44	“Subsidiary<br> Corporation”	6
2.45	“Surviving<br> Company”	6
2.46	“Term”	6
2.47	“Termination<br> of Affiliation”	6
Article<br>3.	Administration	7
3.1	Committee	7
3.2	Powers<br> of Committee	7
3.3	No<br> Repricings	10
Article<br> 4.	Shares Subject to the Plan	10
4.1	Number<br> of Shares Available for Grants	10
4.2	Adjustments<br> in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution or Change in Control	11
Article<br> 5.	Eligibility and General Conditions of Awards	12
5.1	Eligibility	12
5.2	Award<br> Agreement	12
5.3	General<br> Terms and Termination of Affiliation	12
5.4	Nontransferability<br> of Awards	12
5.5	Cancellation<br> and Rescission of Awards	13
5.6	Stand-Alone,<br> Tandem and Substitute Awards	13
5.7	Compliance<br> with Rule 16b-3	14
5.8	Deferral<br> of Award Payouts	15
Article<br> 6.	Stock Options	15
6.1	Grant<br> of Options	15
6.2	Award<br> Agreement	15
6.3	Option<br> Exercise Price	15
6.4	Grant<br> of Incentive Stock Options	15
6.5	Payment<br> of Exercise Price	16
Article<br> 7.	Stock Appreciation Rights	17
7.1	Issuance	17
7.2	Award<br> Agreements	17
7.3	SAR<br> Exercise Price	17
7.4	Exercise<br> and Payment	17
Article<br> 8.	Restricted Shares	18
8.1	Grant<br> of Restricted Shares	18
8.2	Award<br> Agreement	18
8.3	Consideration<br> for Restricted Shares	18
8.4	Effect<br> of Forfeiture	18
8.5	Escrow;<br> Legends	18

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TABLE OF CONTENTS

		PAGE
Article<br> 9.	Performance Units and Performance Shares	19
9.1	Grant<br> of Performance Units and Performance Shares	19
9.2	Value/Performance<br> Goals	19
9.3	Earning<br> of Performance Units and Performance Shares	19
Article<br> 10.	Deferred Stock and Restricted Stock Units	19
10.1	Grant<br> of Deferred Stock and Restricted Stock Units	19
10.2	Vesting<br> and Delivery	20
10.3	Voting<br> and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units	20
Article<br> 11.	Dividend Equivalents	21
Article<br> 12.	Bonus Shares	21
Article<br> 13.	Other Stock-Based Awards	21
Article<br> 14.	Non-Employee Director Awards	21
Article<br> 15.	Amendment, Modification, and Termination	22
15.1	Amendment,<br> Modification, and Termination	22
15.2	Awards<br> Previously Granted	22
Article<br> 16.	Compliance with Code Section 409A	22
16.1	Awards<br> Subject to Code Section 409A	22
16.2	Deferral<br> and/or Distribution Elections	22
16.3	Subsequent<br> Elections	23
16.4	Distributions<br> Pursuant to Deferral Elections	23
16.5	Six<br> Month Delay	23
16.6	Death<br> or Disability	24
16.7	No<br> Acceleration of Distributions	24
Article<br> 17.	Withholding	24
17.1	Required<br> Withholding	24
17.2	Notification<br> under Code Section 83(b)	25
Article<br> 18.	Additional Provisions	25
18.1	Successors	25
18.2	Severability	25
18.3	Requirements<br> of Law	25
18.4	Securities<br> Law Compliance	26
18.5	Recoupment	26
18.6	No<br> Rights as a Stockholder	27
18.7	Nature<br> of Payments	27
18.8	Non-Exclusivity<br> of Plan	27
18.9	Governing<br> Law	27
18.10	Unfunded<br> Status of Awards; Creation of Trusts	27
18.11	Affiliation	28
18.12	Participation	28
18.13	Military<br> Service	28
18.14	Construction	28
18.15	Headings	28
18.16	Obligations	28
18.17	No<br> Right to Continue as Director	28
18.18	Stockholder<br> Approval	28

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FUSEMACHINES INC.

2025 OMNIBUS EQUITY INCENTIVE PLAN

Article 1.

Effective Date, Objectives and Duration

1.1 Effective Date of the Plan. The Board of Directors of Fusemachines Inc., a Delaware corporation (the “Company”), adopted the 2025 Omnibus Equity Incentive Plan (the “Plan”) effective as of [●], 2025 (the “Effective Date”), as set forth herein.

1.2 Objectives of the Plan. The Plan is intended (a) to allow selected employees of and consultants to the Company and its Affiliates to acquire or increase equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of the Company, and to assist the Company and its Affiliates in attracting new employees, officers and consultants and retaining existing employees and consultants, (b) to optimize the profitability and growth of the Company and its Affiliates through incentives which are consistent with the Company’s goals, (c) to provide Grantees with an incentive for excellence in individual performance, (d) to promote teamwork among employees, consultants and Non-Employee Directors, and (e) to attract and retain highly qualified persons to serve as Non-Employee Directors and to promote ownership by such Non-Employee Directors of a greater proprietary interest in the Company, thereby aligning such Non-Employee Directors’ interests more closely with the interests of the Company’s stockholders.

1.3 Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Article 15 hereof, until the earlier of the tenth anniversary of the Effective Date, or the date all Shares subject to the Plan shall have been purchased or acquired and the restrictions on all Restricted Shares granted under the Plan shall have lapsed, according to the Plan’s provisions.

Article 2.

Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below:

2.1 “Affiliate” means any corporation or other entity, including but not limited to partnerships, limited liability companies and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) stock possessing more than fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all classes of stock of such corporation, or (b) an aggregate of more than fifty percent (50%) of the profits interest or capital interest of a non-corporate entity.

2.2 “Award” means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted Shares, Performance Units (which may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents, Bonus Shares or Other Stock-Based Awards granted under the Plan.

2.3 “Award Agreement” means either (a) a written agreement entered into by the Company and a Grantee setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a Grantee describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Grantee.

2.4 “Board” means the Board of Directors of the Company.

2.5 “Bonus Shares” means Shares that are awarded to a Grantee with or without cost and without restrictions either in recognition of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise), as an inducement to become an Eligible Person or, with the consent of the Grantee, as payment in lieu of any cash remuneration otherwise payable to the Grantee.

2.6 “Cause” means, except as otherwise defined in an Award Agreement:

(a) the commission of any act by a Grantee constituting a felony or crime of moral turpitude (or their equivalent in a non-United States jurisdiction);

(b) an act of dishonesty, fraud, intentional misrepresentation, or harassment which, as determined in good faith by the Committee, would: (i) materially adversely affect the business or the reputation of the Company or any of its Affiliates with their respective current or prospective customers, suppliers, lenders and/or other third parties with whom the Company or an Affiliate does or might do business; or (ii) expose the Company or an Affiliate to a risk of civil or criminal legal damages, liabilities or penalties;

(d) willful and deliberate non-performance of the Grantee’s duties in connection with the business affairs of the Company or its Affiliates;

provided,however, that if the Grantee has a written employment or consulting agreement with the Company or any of its Affiliates or participates in any severance plan established by the Company that includes a definition of “cause,” Cause shall have the meaning set forth in such employment or consulting agreement or severance plan.

2.7 “CEO” means the Chief Executive Officer of the Company.

2.8 “Change in Control” shall have the meaning set forth in Section 16.4(e).

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2.9 “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include references to regulations and rulings thereunder and to successor provisions.

2.10 “Committee” or “Incentive Plan Committee” has the meaning set forth in Section 3.1(a).

2.11 “Compensation Committee” means the compensation committee of the Board.

2.12 “Common Stock” means the common stock, $0.001 par value, of the Company.

2.13 “Corporate Transaction” shall have the meaning set forth in Section 4.2(b).

2.14 “Deferred Stock” means a right, granted under Article 10, to receive Shares at the end of a specified deferral period.

2.15 “Disability” or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise determined under procedures established by the Committee for purposes of the Plan:

(a) Except as provided in (b) below, a disability within the meaning of Section 22(e)(3) of the Code; and

(b) In the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, a disability as defined in regulations under Code Section 409A. For purpose of Code Section 409A, a Grantee will be considered Disabled if:

(i) the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or

(ii) the Grantee is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Grantee’s employer.

2.16 “Dividend Equivalent” means a right to receive payments equal to dividends or property, if and when paid or distributed, on a specified number of Shares.

2.17 “Effective Date” has the meaning set forth in Section 1.1.

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2.18 “Eligible Person” means any individual who is an employee (including any officer) of, a non-employee consultant to, or a Non-Employee Director of, the Company or any Affiliate; provided, however, that solely with respect to the grant of an Incentive Stock Option, an Eligible Person shall be any employee (including any officer) of the Company or any Subsidiary Corporation. Notwithstanding the foregoing, an Eligible Person shall also include an individual who is expected to become an employee of, non-employee consultant to, or Non-Employee Director of the Company or any Affiliate within a reasonable period of time after the grant of an Award (other than an Incentive Stock Option); provided that any Award granted to any such individual shall be automatically terminated and cancelled without consideration if the individual does not begin performing services for the Company or any Affiliate within twelve (12) months after the Grant Date. Solely for purposes of Section 5.6(b), current or former employees or non-employee directors of, or consultants to, of an Acquired Entity who receive Substitute Awards in substitution for Acquired Entity Awards shall be considered Eligible Persons under this Plan with respect to such Substitute Awards.

2.19 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of the Exchange Act include references to successor provisions.

2.20 “Exercise Price” means (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant to such Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which is used to determine the amount, if any, of the payment due to a Grantee upon exercise of the SAR.

2.21 “Fair Market Value” of a Share means a price that is based on the opening, closing, actual, high, low, or the arithmetic mean of selling prices of a Share reported on an established stock exchange which is the principal exchange upon which the Shares are traded on the applicable date or the preceding trading day. Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their Fair Market Value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

2.22 “Grant Date” means the date on which an Award is granted or such later date as specified in advance by the Committee.

2.23 “Grantee” means a person who has been granted an Award.

2.24 “Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code.

2.25 “Including” or “includes” means “including, without limitation,” or “includes, without limitation,” respectively.

2.26 “Management Committee” has the meaning set forth in Section 3.1(b).

2.27 “Non-Employee Director” means a member of the Board who is not an employee of the Company or any Affiliate.

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2.28 “Option” means an option granted under Article 6 of the Plan.

2.29 “Other Stock-Based Award” means a right, granted under Article 13 hereof, that relates to or is valued by reference to Shares or other Awards relating to Shares.

2.30 “Parent Corporation” means a corporation other than the Company in an unbroken chain of corporations ending with the Company if, at the time of granting the Option, each of the corporations other than the Company in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.31 “Performance Period” means, with respect to an Award of Performance Shares or Performance Units, the period of time during which the performance vesting conditions applicable to such Award must be satisfied.

2.32 “Performance Share” and “Performance Unit” have the respective meanings set forth in Article 9.

2.33 “Period of Restriction” means the period during which Restricted Shares are subject to forfeiture if the conditions specified in the Award Agreement are not satisfied.

2.34 “Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

2.35 “Restricted Shares” means Shares, granted under Article 8, that are both subject to forfeiture and are nontransferable if the Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares.

2.36 “Restricted Stock Units” are rights, granted under Article 10, to receive Shares if the Grantee satisfies the conditions specified in the Award Agreement applicable to such rights.

2.37 “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule.

2.38 “SEC” means the United States Securities and Exchange Commission, or any successor thereto.

2.39 “Section 16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee director” under Rule 16b-3.

2.40 “Section 16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.

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2.41 “Separation from Service” means, with respect to any Award that constitutes deferred compensation within the meaning of Code Section 409A, a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). For this purpose, a “separation from service” is deemed to occur on the date that the Company and the Grantee reasonably anticipate that the level of bona fide services the Grantee would perform for the Company and/or any Affiliates after that date (whether as an employee, Non-Employee Director or consultant or independent contractor) would permanently decrease to a level that, based on the facts and circumstances, would constitute a separation from service; provided that a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a separation from service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from service. The Committee retains the right and discretion to specify, and may specify, whether a separation from service occurs with respect to those individuals who are performing services for the Company or an Affiliate immediately prior to an asset purchase transaction in which the Company or an Affiliate is the seller and who continue to perform services for the buyer (or an affiliate thereof) immediately following such asset purchase transaction; provided, such specification is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).

2.42 “Share” means a share of Common Stock, and such other securities of the Company, as may be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.

2.43 “Stock Appreciation Right” or “SAR” means an Award granted under Article 7 of the Plan.

2.44 “Subsidiary Corporation” means a corporation other than the Company in an unbroken chain of corporations beginning with the Company if, at the time of granting the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.45 “Surviving Company” means (a) the surviving corporation or other entity in any merger, consolidation or similar transaction, involving the Company (including the Company if the Company is the surviving corporation or entity), (b) or the direct or indirect parent company of such surviving corporation or entity described in (a) or (c) the direct or indirect parent company of the Company following a sale of substantially all of the outstanding stock of the Company.

2.46 “Term” of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years

2.47 “Termination of Affiliation” occurs on the first day on which an individual is for any reason no longer performing services for the Company or any Affiliate in the capacity of an employee of, a non-employee consultant to, or a Non-Employee Director of, the Company or any Affiliate or with respect to an individual who is an employee of, a non-employee consultant to or a Non-Employee Director of an Affiliate, the first day on which such entity ceases to be an Affiliate of the Company unless such individual continues to perform services for the Company or another Affiliate without interruption after such entity ceases to be an Affiliate. Notwithstanding the foregoing, if an Award constitutes deferred compensation within the meaning of Code Section 409A, Termination of Affiliation with respect to such Award shall mean the Grantee’s Separation from Service.

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Article 3.

Administration

3.1 Committee.

(a) Subject to Article 14, and to Section 3.2, the Plan shall be administered by a Committee (the “Incentive Plan Committee” or the “Committee”) of directors of the Company appointed by the Board from time to time. Notwithstanding the foregoing, either the Board or the Compensation Committee may at any time and in one or more instances reserve administrative powers to itself as the Committee or exercise any of the administrative powers of the Committee. The number of members of the Committee may from time to time be increased or decreased as the Board or Compensation Committee deems appropriate. To the extent the Board or Compensation Committee considers it desirable to comply with Rule 16b-3, the Committee shall consist of two or more directors of the Company, all of whom qualify as Section 16 Non-Employee Directors.

(b) The Board or the Compensation Committee may appoint and delegate to another committee (“Management Committee”), or to the CEO, any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who are executive officers, Non-Employee Directors, or Section 16 Persons at the time any such delegated authority is exercised.

(c) Unless the context requires otherwise, any references herein to “Committee” include references to the Incentive Plan Committee, the Board or the Compensation Committee to the extent Incentive Plan Committee, the Board or the Compensation Committee, as applicable, has assumed or exercises administrative powers itself as the Committee pursuant to subsection (a), and to the Management Committee or the CEO to the extent either has been delegated authority pursuant to subsection (b), as applicable; provided that (i) for purposes of Awards to Non-Employee Directors, “Committee” shall include only the full Board, and (ii) for purposes of Awards intended to comply with Rule 16b-3, the “Committee” shall include only the Incentive Plan Committee or the Compensation Committee.

3.2 Powers of Committee. Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and final authority and sole discretion as follows; provided that any such authority or discretion exercised with respect to a specific Non-Employee Director shall be approved by the affirmative vote of a majority of the members of the Board, even if not a quorum, but excluding the Non-Employee Director with respect to whom such authority or discretion is exercised:

(a) to determine when, to whom and in what types and amounts Awards should be granted;

(b) to grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the number of Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any limitation or restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture restrictions, restrictions on exercisability or transferability, any performance goals including those relating to the Company and/or an Affiliate and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such considerations as the Committee shall determine);

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(c) to determine the benefit payable under any Performance Unit or Performance Share, Performance Share, Dividend Equivalent, Other Stock-Based Award or Cash Incentive Award and to determine whether any performance or vesting conditions have been satisfied;

(d) to determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall be exercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection with an Award;

(e) to determine the Term of any Option or SAR;

(f) to determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash dividends thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of an Option) shall be forfeited and whether such shares shall be held in escrow;

(g) to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time;

(h) to determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or automatically pursuant to the terms of the Award Agreement;

(i) to offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;

(j) to construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration of the Plan;

(k) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(l) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

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(m) to determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment (i) which does not adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new applicable law or change in an existing applicable law, or (iii) to the extent the Award Agreement specifically permits amendment without consent;

(n) to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;

(o) to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;

(p) to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including events described in Section 4.2) affecting the Company or an Affiliate or the financial statements of the Company or an Affiliate, or in response to changes in applicable laws, regulations or accounting principles;

(q) to correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan; and

(r) to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates, any Grantee, any person claiming any rights under the Plan from or through any Grantee, and stockholders, except to the extent the Committee may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Subject to Section 3.1(b), the Committee may delegate to officers of the Company or any Affiliate the authority, subject to such terms as the Committee shall determine, to perform specified functions under the Plan.

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3.3 No Repricings. Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not be amended to reduce the Exercise Price of such Option or SAR or cancel any outstanding Option or SAR in exchange for other Options or SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or Shares having a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such cancelled Option or SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without stockholder approval; provided, however, that the restrictions set forth in this Section 3.3, shall not apply (i) unless the Company has a class of stock that is registered under Section 12 of the Exchange Act or (ii) to any adjustment allowed under to Section 4.2.

Article 4.

Shares Subject to the Plan

4.1 Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 1,500,000 Shares (including Shares issued upon exercise of Incentive Stock Options granted hereunder).

If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan.

Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

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4.2 Adjustments in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution or Change in Control.

(a) Adjustment in Authorized Shares and Awards. In the event that the Committee determines that any non-cash dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Option or SAR or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, and (iv) the number and kind of Shares of outstanding Restricted Shares, or the Shares underlying any other form of Award. Notwithstanding the foregoing, no such adjustment shall be authorized with respect to any Options or SARs to the extent that such adjustment would cause the Option or SAR to violate Section 424(a) of the Code or otherwise subject any Grantee to taxation under Section 409A of the Code; and provided further that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(b) Merger, Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into another corporation or a sale of substantially all of the stock of the Company (a “Corporate Transaction”), unless an outstanding Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award, the Committee shall cancel any outstanding Awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Committee accelerates the vesting of any such Awards) and with respect to any vested and nonforfeitable Awards, the Committee may either (i) allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding Options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding Awards in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the Grantee would have received (net of the Exercise Price with respect to any Options or SARs) if such vested Awards were settled or distributed or such vested Options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. Notwithstanding the foregoing, if an Option or SAR is not assumed by the Surviving Company or replaced with an equivalent Award issued by the Surviving Company and the Exercise Price with respect to any outstanding Option or SAR exceeds the Fair Market Value of the Shares immediately prior to the consummation of the Corporation Transaction, such Awards shall be cancelled without any payment to the Grantee.

(c) Liquidation or Dissolution of the Company. In the event of the proposed dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. Additionally, the Committee may, in the exercise of its sole discretion, cause Awards to be vested and non-forfeitable and cause any conditions on any such Award to lapse, as to all or any part of such Award, including Shares as to which the Award would not otherwise be exercisable or non-forfeitable and allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation of such proposed action. Any Awards that remain unexercised upon consummation of such proposed action shall be cancelled.

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(d) Deferred Compensation. Notwithstanding the forgoing provisions of this Section 4.2, if an Award constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of such Award shall be made pursuant to Section 4.2(b) or (c), unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a Change in Control or the requirements set forth in Treasury Regulation Section 1.409A-3(j)(4)(ix) are met.

Article 5.

Eligibility and General Conditions of Awards

5.1 Eligibility. The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award; provided, however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion.

5.2 Award Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement.

5.3 General Terms and Termination of Affiliation. The Committee may impose on any Award or the exercise or settlement thereof, at the date of grant or, subject to the provisions of Section 15.2, thereafter, such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine, including terms requiring forfeiture, acceleration or pro-rata acceleration of Awards in the event of a Termination of Affiliation by the Grantee. Except as may be required under the Delaware General Corporation Law, Awards may be granted for no consideration other than prior and future services. Except as set forth in an Award Agreement or as otherwise determined by the Committee, (a) all Options and SARs that are not vested and exercisable at the time of a Grantee’s Termination of Affiliation, and any other Awards that remain subject to a risk of forfeiture or which are not otherwise vested at the time of the Grantee’s Termination of Affiliation shall be forfeited to the Company and (b) all outstanding Options and SARs not previously exercised shall expire three months after the Grantee’s Termination of Affiliation.

5.4 Nontransferability of Awards.

(a) Each Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible under applicable law, by the Grantee’s guardian or legal representative or by a transferee receiving such Award pursuant to a qualified domestic relations order (a “QDRO”) as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations thereunder.

(b) No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of descent and distribution (or in the case of Restricted Shares, to the Company) or pursuant to a QDRO, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

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(c) Notwithstanding subsections (a) and (b) above, to the extent provided in the Award Agreement or as otherwise approved by the Committee, Options (other than Incentive Stock Options) and Restricted Shares, may be transferred, without consideration, to a Permitted Transferee. For this purpose, a “Permitted Transferee” in respect of any Grantee means any member of the Immediate Family of such Grantee, any trust of which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership (including limited liability companies and similar entities) of which all of the partners or members are such Grantee or members of his or her Immediate Family; and the “Immediate Family” of a Grantee means the Grantee’s spouse, children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents, nieces and nephews. Such Option may be exercised by such transferee in accordance with the terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award upon the death of the Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations deemed necessary or appropriate by the Committee.

(d) Nothing herein shall be construed as requiring the Committee to honor a QDRO except to the extent required under applicable law.

5.5 Cancellation and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan or if the Grantee has a Termination of Affiliation.

5.6 Stand-Alone, Tandem and Substitute Awards.

(a) Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to tax penalties imposed under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan award or benefit, the Committee shall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new Award. Awards granted in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same time as or at a different time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR is granted in tandem with an Incentive Stock Option, such SAR and Incentive Stock Option must have the same Grant Date, Term and the Exercise Price of the SAR may not be less than the Exercise Price of the Incentive Stock Option.

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(b) The Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant Awards under the Plan (“Substitute Awards”) in substitution for stock and stock-based awards (“Acquired Entity Awards”) held by current or former employees or non-employee directors of, or consultants to, another corporation or entity who become Eligible Persons as the result of a merger or consolidation of the employing corporation or other entity (the “Acquired Entity”) with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the Acquired Entity immediately prior to such merger, consolidation or acquisition in order to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Award at such price as the Committee determines necessary to achieve preservation of economic value. The limitations in Section 4.1 on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Section 5.6(b).

5.7 Compliance with Rule 16b-3. The provisions of this Section 5.7 will not apply unless the Company has a class of stock that is registered under Section 12 of the Exchange Act.

(a) Six-Month Holding Period Advice. Unless a Grantee could otherwise dispose of or exercise a derivative security or dispose of Shares delivered under the Plan without incurring liability under Section 16(b) of the Exchange Act, the Committee may advise or require a Grantee to comply with the following in order to avoid incurring liability under Section 16(b) of the Exchange Act: (i) at least six months must elapse from the date of acquisition of a derivative security under the Plan to the date of disposition of the derivative security (other than upon exercise or conversion) or its underlying equity security, and (ii) Shares granted or awarded under the Plan other than upon exercise or conversion of a derivative security must be held for at least six months from the date of grant of an Award.

(b) Reformation to Comply with Exchange Act Rules. To the extent the Committee determines that a grant or other transaction by a Section 16 Person should comply with applicable provisions of Rule 16b-3 (except for transactions exempted under alternative Exchange Act rules), the Committee shall take such actions as necessary to make such grant or other transaction so comply, and if any provision of this Plan or any Award Agreement relating to a given Award does not comply with the requirements of Rule 16b-3 as then applicable to any such grant or transaction, such provision will be construed or deemed amended, if the Committee so determines, to the extent necessary to conform to the then applicable requirements of Rule 16b-3.

(c) Rule 16b-3 Administration. Any function relating to a Section 16 Person shall be performed solely by the Committee or the Board if necessary to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such compliance is desired. Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer, manager or other employee of the Company or any Affiliate, the Company’s independent certified public accountants or any executive compensation consultant or attorney or other professional retained by the Company to assist in the administration of the Plan.

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5.8 Deferral of Award Payouts. The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement require the Grantee to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse or waiver of restrictions with respect to Restricted Stock Units, the satisfaction of any requirements or goals with respect to Performance Units or Performance Shares, the lapse or waiver of the deferral period for Deferred Stock, or the lapse or waiver of restrictions with respect to Other Stock-Based Awards or Cash Incentive Awards. If the Committee permits such deferrals, the Committee shall establish rules and procedures for making such deferral elections and for the payment of such deferrals, which shall conform in form and substance with applicable regulations promulgated under Section 409A of the Code and Article 16 to ensure that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such deferrals. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee as specified in the Award Agreement or pursuant to the Grantee’s deferral election.

Article 6.

Stock Options

6.1 Grant of Options. Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.

6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other provisions as the Committee shall determine.

6.3 Option Exercise Price. The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Committee but may not be less than 100% of the Fair Market Value of a Share on the Grant Date.

6.4 Grant of Incentive Stock Options. At the time of the grant of any Option, the Committee may in its discretion designate that such Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. Any Option designated as an Incentive Stock Option:

(a) shall be granted only to an employee of the Company, a Parent Corporation or a Subsidiary Corporation;

(b) shall have an Exercise Price of not less than 100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or any Subsidiary Corporation (a “More Than 10% Owner”), have an Exercise Price not less than 110% of the Fair Market Value of a Share on its Grant Date;

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(c) shall be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be subject to earlier termination as provided herein or in the applicable Award Agreement;

(d) shall not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether granted under the Plan or any other stock option plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other Plans”)) are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the “$100,000 Limit”);

(e) shall, if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;

(f) shall require the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions) (“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;

(g) shall by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Grantee’s death; and

(h) shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d) and (e) above, as an Option that is not an Incentive Stock Option.

Notwithstanding the foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.

6.5 Payment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means:

(a) cash, personal check or wire transfer;

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(b) with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise (including by attestation), valued at their Fair Market Value on the date of exercise;

(c) with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at their Fair Market Value on the date of exercise;

(d) with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at their Fair Market Value on the date of exercise; or

(e) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise.

The Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Article 7.

Stock Appreciation Rights

7.1 Issuance. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted in connection with a specific Option granted under Article 6. The Committee may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate.

7.2 Award Agreements. Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee.

7.3 SAR Exercise Price. The Exercise Price of a SAR shall be determined by the Committee in its sole discretion; provided that the Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of the grant of the SAR.

7.4 Exercise and Payment. Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a) The excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by

(b) The number of Shares with respect to which the SAR is exercised.

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SARs shall be deemed exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Secretary of the Company. The Company shall make payment in respect of any SAR within five (5) days of the date the SAR is exercised. Any payment by the Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine or, to the extent permitted under the terms of the applicable Award Agreement, at the election of the Grantee.

Article 8.

Restricted Shares

8.1 Grant of Restricted Shares. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.

8.2 Award Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including time-based restrictions, restrictions based upon the achievement of specific performance goals, time-based restrictions following the attainment of the performance goals, and/or restrictions under applicable securities laws; provided that such conditions and/or restrictions may lapse, if so determined by the Committee, in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without Cause.

8.3 Consideration for Restricted Shares. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares.

8.4 Effect of Forfeiture. If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or acquired such Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share on the date of such forfeiture. The Company shall pay to the Grantee the deemed sale price as soon as is administratively practical. Such Restricted Shares shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as a stockholder of the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company’s tender of payment for such Restricted Shares.

8.5 Escrow; Legends. The Committee may provide that the certificates for any Restricted Shares (x) shall be held (together with a stock power executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become nonforfeitable or are forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any Restricted Shares become nonforfeitable, the Company shall cause certificates for such shares to be delivered without such legend.

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Article 9.

Performance Units and Performance Shares

9.1 Grant of Performance Units and Performance Shares. Subject to and consistent with the provisions of the Plan, Performance Units or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

9.2 Value/Performance Goals. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee.

(a) Performance Unit. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant.

(b) Performance Share. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.

9.3 Earning of Performance Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by the Committee.

At the discretion of the Committee, the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some combination thereof, as set forth in the Award Agreement.

If a Grantee is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent the Committee determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Committee may adjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.

At the discretion of the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect to Shares deliverable in connection with vested Performance Shares which have been earned, but not yet delivered to the Grantee.

Article 10.

Deferred Stock and Restricted Stock Units

10.1 Grant of Deferred Stock and Restricted Stock Units. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount and upon such terms as the Committee shall determine. Deferred Stock must conform in form and substance with applicable regulations promulgated under Section 409A of the Code and with Article 16 to ensure that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such Deferred Stock.

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10.2 Vesting and Delivery.

(a) Delivery with Respect to Deferred Stock. Delivery of Shares subject to a Deferred Stock grant will occur upon expiration of the deferral period or upon the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee in the Grantee’s Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject to such substantial risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Affiliation while the Deferred Stock remains subject to a substantial risk of forfeiture, such Deferred Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without “cause.”

(b) Delivery with Respect to Restricted Stock Units. Delivery of Shares subject to a grant of Restricted Stock Units shall occur no later than the 15^th^ day of the third month following the end of the taxable year of the Grantee or the fiscal year of the Company in which the Grantee’s rights under such Restricted Stock Units are no longer subject to a substantial risk of forfeiture as defined in final regulations under Section 409A of the Code. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Affiliation while the Restricted Stock Units remains subject to a substantial risk of forfeiture, such Restricted Stock Units shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without “cause.”

10.3 Voting and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units. A Grantee awarded Deferred Stock or Restricted Stock Units will have no voting rights with respect to such Deferred Stock or Restricted Stock Units prior to the delivery of Shares in settlement of such Deferred Stock and/or Restricted Stock Units. Unless otherwise determined by the Committee, a Grantee will have the rights to receive Dividend Equivalents in respect of Deferred Stock and/or Restricted Stock Units, which Dividend Equivalents shall be deemed reinvested in additional Shares of Deferred Stock or Restricted Stock Units, as applicable, which shall remain subject to the same forfeiture conditions applicable to the Deferred Stock or Restricted Stock Units to which such Dividend Equivalents relate.

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Article 11.

Dividend Equivalents

The Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or additional Awards or otherwise reinvested subject to distribution at the same time and subject to the same conditions as the Award to which it relates; provided, however, that any Dividend Equivalents granted in conjunction with any Award that is subject to forfeiture conditions shall remain subject to the same forfeiture conditions applicable to the Award to which such Dividend Equivalents relate and any payments in respect of any Dividend Equivalents granted in conjunction with any Options or SARs may not be conditioned, directly or indirectly, on the Grantee’s exercise of the Options or SARs or paid at the same time that the Options or SARs are exercised. The timing of payment or distribution of Dividend Equivalents must comply with the requirements of Section 409A of the Code.

Article 12.

Bonus Shares

Subject to the terms of the Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any time and from time to time as shall be determined by the Committee.

Article 13.

Other Stock-Based Awards

The Committee is authorized, subject to limitations under applicable law, to grant such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of or the performance of specified Affiliates. Subject to and consistent with the provisions of the Plan, the Committee shall determine the terms and conditions of such Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted under this Article 13 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards or other property, as the Committee shall determine.

Article 14.

Non-Employee Director Awards

Subject to the terms of the Plan, the Board may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time and from time to time as shall be determined by the full Board in its sole discretion. Except as otherwise provided in Section 5.6(b), a Non-Employee Director may not be granted Awards with respect to Shares that have a Fair Market Value (determined as of the date of grant) in excess of $500,000 in a single calendar year.

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Article 15.

Amendment, Modification, and Termination

15.1 Amendment, Modification, and Termination. Subject to Section 15.2, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that (a) any amendment or alteration shall be subject to the approval of the Company’s stockholders if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations to stockholders for approval.

15.2 Awards Previously Granted. Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Grantee of such Award.

Article 16.

Compliance with Code Section 409A

16.1 Awards Subject to Code Section 409A. The provisions of this Article 16 shall apply to any Award or portion thereof that is or becomes deferred compensation subject to Code Section 409A (a “409A Award”), notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award.

16.2 Deferral and/or Distribution Elections. Except as otherwise permitted or required by Code Section 409A, the following rules shall apply to any deferral and/or elections as to the form or timing of distributions (each, an “Election”) that may be permitted or required by the Committee with respect to a 409A Award:

(a) Any Election must be in writing and specify the amount being deferred, and the time and form of distribution (i.e., lump sum or installments) as permitted by this Plan. An Election may but need not specify whether payment will be made in cash, Shares or other property.

(b) Any Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year preceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based compensation” for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12) months, then the deadline may be no later than six (6) months prior to the end of such performance period.

(c) Unless otherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election is received by the Committee, prior to the last day for making an Election for the subsequent year.

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16.3 Subsequent Elections. Except as otherwise permitted or required by Code Section 409A, any 409A Award which permits a subsequent Election to further defer the distribution or change the form of distribution shall comply with the following requirements:

(a) No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;

(b) Each subsequent Election related to a distribution upon separation from service, a specified time, or a Change in Control must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and

(c) No subsequent Election related to a scheduled payment to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve (12) months prior to the date the scheduled payment would otherwise be made. In the event payments under any 409A Award are scheduled to be made on a fixed schedule or in installments, each scheduled payment or installment shall be treated as a separate payment for purposes of Section 409A of the Code.

16.4 Distributions Pursuant to Deferral Elections. Except as otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Award may commence earlier than:

(a) Separation from Service;

(b) The date the Grantee becomes Disabled (as defined in Section 2.15(b);

(d) A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and set forth in the Award Agreement or (ii) specified by the Grantee in an Election complying with the requirements of Section 16.2 and/or 16.3, as applicable; or

(e) A change in ownership of the Company (or an Affiliate) or a substantial portion of the assets of the Company (or an Affiliate) within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v) or (vii) or a change in effective control of the Company (or an Affiliate) within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi) (a “Change in Control”).

16.5 Six Month Delay. Notwithstanding anything herein or in any Award Agreement or Election to the contrary, to the extent that distribution of a 409A Award is triggered by a Grantee’s Separation from Service, if the Grantee is then a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), no distribution may be made before the date which is six (6) months after such Grantee’s Separation from Service, or, if earlier, the date of the Grantee’s death.

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16.6 Death or Disability. Unless the Award Agreement otherwise provides, if a Grantee dies or becomes Disabled before complete distribution of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as provided in the Grantees Election. If the Grantee has made no Election with respect to distributions upon death or Disability, all such distributions shall be paid in a lump sum within 90 days following the date of the Grantee’s death or Disability.

16.7 No Acceleration of Distributions. This Plan does not permit the acceleration of the time or schedule of any distribution under a 409A Award, except as provided by Code Section 409A and/or applicable regulations or rulings issued thereunder.

Article 17.

Withholding

17.1 Required Withholding.

(a) The Committee in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit or right occurs hereinafter referred to as the “Tax Date”), the Grantee may elect to make payment for the withholding of federal, state and local taxes, including Social Security and Medicare (“FICA”) taxes by one or a combination of the following methods:

(i) payment of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer to whom the Grantee has submitted an irrevocable instructions to deliver promptly to the Company, the amount to be withheld);

(ii) delivering part or all of the amount to be withheld in the form of Common Stock valued at its Fair Market Value on the Tax Date;

(iii) requesting the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of restrictions on Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or

(iv) withholding from any compensation otherwise due to the Grantee.

The Committee in its sole discretion may provide that the maximum amount of tax withholding upon exercise of an Option or SARs, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall not exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law. An election by Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding or surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding requirements.

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(b) Any Grantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall remit to the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection (a).

17.2 Notification under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter, prohibit a Grantee from making the election described above.

Article 18.

Additional Provisions

18.1 Successors. Subject to Section 4.2(b), all obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.

18.2 Severability. If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

18.3 Requirements of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the Company (and any Affiliate) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee or the Company of any applicable law or regulation.

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18.4 Securities Law Compliance.

(a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required.

(b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

18.5 Recoupment.

(a) Awards Subject to Claw-Back Policies. Notwithstanding any provisions herein to the contrary, if the Company has a class of stock that is registered under Section 12 of the Exchange Act, all Awards granted hereunder shall be subject to the terms of any recoupment policy currently in effect or subsequently adopted by the Board to implement Section 304 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) or Section 10D-1 of the Exchange Act (or with any amendment or modification of such recoupment policy adopted by the Board) to the extent that such Award (whether or not previously exercised or settled) or the value of such Award is required to be returned to the Company pursuant to the terms of such recoupment policy.

(b) Other Recoupment. Notwithstanding any provisions herein to the contrary, the Committee shall have the authority to determine (and may so provide in any Award Agreement) that a Grantee’s (including his or her estate’s, beneficiary’s or transferee’s) rights (including the right to exercise any Option or SAR), payments and benefits with respect to any Award shall be subject to reduction, cancellation, forfeiture or recoupment (to the extent permitted by applicable law) in the event of the Grantee’s termination for Cause; serious misconduct; violation of the Company’s or an Affiliate’s policies; breach of fiduciary duty; unauthorized disclosure of any trade secret or confidential information of the Company or an Affiliate; breach of applicable noncompetition, nonsolicitation, confidentiality or other restrictive covenants; or other conduct or activity that is in competition with the business of the Company or an Affiliate, or otherwise detrimental to the business, reputation or interests of the Company and/or an Affiliate; or upon the occurrence of certain events specified in the applicable Award Agreement (in any such case, whether or not the Grantee is then an Employee or Non-Employee Director). The determination of whether a Grantee’s conduct, activities or circumstances are described in the immediately preceding sentence shall be made by the Committee in its discretion, and pending any such determination, the Committee shall have the authority to suspend the exercise, payment, delivery or settlement of all or any portion of such Grantee’s outstanding Awards pending any investigation of the matter.

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18.6 No Rights as a Stockholder. No Grantee shall have any rights as a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such Shares have been delivered to him or her. Restricted Shares, whether held by a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted Shares, the Committee may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Restricted Shares. Stock dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares with respect to which such dividends are issued. The Committee may in its discretion provide for payment of interest on deferred cash dividends.

18.7 Nature of Payments. Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between (i) the Company or any Affiliate and (ii) the Grantee, except as such agreement shall otherwise expressly provide.

18.8 Non-Exclusivity of Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees or Non-Employee Directors as it may deem desirable.

18.9 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware, other than its laws respecting choice or conflicts of law rule or principles that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, Grantees are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the State of Delaware, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

18.10 Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give any such Grantee any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines.

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18.11 Affiliation. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right to continue in the employ of or as an officer of or as a consultant to or Non-Employee Director of the Company or any Affiliate.

18.12 Participation. No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.

18.13 Military Service. Awards shall be administered in accordance with Section 414(u) of the Code and the Uniformed Services Employment and Reemployment Rights Act of 1994.

18.14 Construction. The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive, and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include the masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.

18.15 Headings. The headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

18.16 Obligations. Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property pursuant to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation to deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.

18.17 No Right to Continue as Director. Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director the right to continue to serve as a director of the Company.

18.18 Stockholder Approval. All Incentive Stock Options granted on or after the Effective Date and prior to the date the Company’s stockholders approve the Plan are expressly conditioned upon and subject to approval of the Plan by the Company’s stockholders. No Shares may be issued pursuant to the grant, exercise or vesting of any Award granted hereunder unless and until the Plan has been approved by its stockholders.

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Exhibit10.3

EMPLOYMENTAGREEMENT

This Employment Agreement (the “Agreement”) is effective as of October 22, 2025 (the “Effective Date”), by and between Fusemachines, Inc. a Delaware corporation (the “Company”), and Sameer Maskey (the “Executive”).

WHEREAS, the Executive currently serves the Company in the capacity of Chief Executive Officer of the Company; and

WHEREAS, the Company and the Executive each desire to memorialize the terms and conditions of the Executive’s employment in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Executive hereby agree as follows:

1. Certain Definitions. The following terms, as used herein, have the following meanings:

(a) “Board” shall mean the Board of Directors of the Company. To the extent that the Board has delegated authority or responsibility to a committee or subcommittee of the Board with respect to any matter, the “Board” shall mean such committee or subcommittee.

(b) “Cause” means one or more of the following: (i) the Executive’s willful failure to perform the Executive’s duties hereunder or the lawful directives of the Company’s Board of Directors or any committee thereof (other than as a result of illness or injury), (ii) the conviction of, or plea of nolo contendere by, the Executive to, a felony or a crime involving moral turpitude, (iii) the Executive’s commission of any willful acts of personal dishonesty in connection with the Executive’s responsibilities as an employee of the Company that could reasonably be expected to materially impair or damage the property, goodwill, reputation, business or finances of the Company, (iv) the Executive’s willful and material violation of the Company’s policies regarding ethics or conduct (including sexual harassment and other similar policies) that could reasonably be expected to impair or damage the property, goodwill, reputation, business or finances of the Company or its affiliates or (v) the Executive’s breach of the Executive’s obligations under the Confidentiality Agreement.

(i) any “person” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, an underwriter temporarily holding securities pursuant to an offering of such securities or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (x) directly or indirectly acquires “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than 50% of the combined voting power of the Company’s then outstanding securities or (y) gains the right to designate a majority of the directors on the Board;

(ii) the consummation of a reorganization, merger, statutory share exchange, consolidation or similar corporate transaction (each, a “BusinessCombination”) other than a Business Combination in which all or substantially all of the individuals and entities who were the beneficial owners of the Company’s voting securities immediately prior to such Business Combination beneficially own, directly or indirectly, 50% or more of the combined voting power of the voting securities of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of the Business Combination owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the Company’s voting securities immediately prior to such Business Combination; or

(iii) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) acquires all or substantially all of the assets of the Company within any twelve (12) consecutive month period.

Notwithstanding the forgoing, none of the foregoing events shall constitute a Change of Control of the Company unless such event also constitutes a change in ownership of the Company within the meaning of Treasury Regulation Section 1.409A- 3(i)(5)(v) or a change in ownership of a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii).shall mean.

(d) “Change of Control Period” means the twelve (12) month period following a Change of Control.

(e) “Compensation Committee” means the compensation committee of the Board.

(f) “Date of Termination” means the date specified in a written notice of termination or resignation delivered pursuant to Section 6, or the Executive’s last date as an active employee of the Company before a termination of employment due to the Executive’s death or Non-Renewal.

(g) “Disabled” or “Disability” means a mental or physical condition that renders the Executive substantially incapable of performing the Executive’s duties and obligations under this Agreement, after taking into account provisions for reasonable accommodation, as determined by a medical doctor (such doctor to be mutually determined in good faith by the parties) for four (4) or more consecutive months or for a total of four (4) months during any twelve (12) consecutive months.

(h) “Good Reason” means, unless the Executive has consented in writing thereto, the occurrence of any of the following: (i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, including any change in status, title, authority, duties or responsibilities or any other action which results in a material diminution in such status, title, authority, duties or responsibilities, (ii) a material reduction in the Executive’s Base Salary by the Company or (iii) the relocation of the Executive’s principal office without his written consent, to a location that increases the Executive’s one-way commute by more than twenty-five (25) miles.

2. Term of Employment. This Agreement shall become effective and the Executive’s employment with the Company pursuant to this Agreement shall continue from the Effective Date until Executive’s employment with the Company is terminated pursuant to Section 6 hereof (the “Term of Employment”).

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3. Employee’s Duties and Obligations.

(a) Duties. The Executive shall serve as the Company’s Chief Executive Officer. The Executive shall be responsible for all duties customarily associated with the Chief Executive Officer of a publicly-traded company. The Executive shall report to the Company’s Board of Directors.

(b) Location of Employment. The Executive’s principal place of business shall be at the Company headquarters in New York, New York.

(c) Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement. In consideration of the covenants contained herein, the Executive has executed and agrees to be bound by the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement (the “Confidentiality Agreement”) attached to this Agreement as ExhibitA and incorporated into this Agreement by reference. The Executive shall comply at all times with the covenants (including covenants not to compete or solicit employees, consultants and independent contractors) and other terms and conditions of the Confidentiality Agreement and all other reasonable policies of the Company governing its confidential and proprietary information. The Executive’s obligations under the Confidentiality Agreement shall survive the Term of Employment.

4. Devotion of Time to the Company’s Business. During the Term of Employment, the Executive shall devote substantially all of the Executive’s business time, attention and effort to the affairs of the Company, excluding any periods of disability, vacation, or sick leave to which the Executive is entitled, and shall use the Executive’s reasonable best efforts to perform the duties properly assigned to him hereunder and to promote the interests of the Company. Notwithstanding the foregoing, the Executive may teach at university and may serve on corporate, civic or charitable boards or committees with the prior approval of the Board, deliver lectures, fulfill speaking engagements and may manage personal investments that do not give rise to a conflict of interest through the Executive’s investment in direct competitors of the Company; provided that such activities do not individually or in the aggregate significantly interfere with the performance of his duties under this Agreement. The Executive’s passive investment in securities of a publicly-held company will not be considered to give rise to a conflict of interest if the Executive owns not more than 5% of the outstanding securities of such publicly-held company.

5. Compensation and Benefits.

(a) Base Salary. The Company shall pay to the Executive in accordance with its normal payroll practices (but not less frequently than monthly) an annual salary at a rate of $495,000 per annum (“Base Salary”). The Executive’s Base Salary shall be reviewed by the Compensation Committee annually for the purpose of determining increases, if any, based on the Executive’s performance, the performance of the Company, then prevailing salary scales for comparable positions, inflation and other relevant factors. Effective as of the date of any increase in the Executive’s Base Salary, Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. Any increase in Base Salary shall not limit or reduce any other obligation of the Company to the Executive under this Agreement.

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(b) Annual Bonus. During the Term of Employment, the Executive shall be eligible to receive an annual cash incentive award (“AnnualBonus”). If the Executive achieves the Executive’s target performance goals for a fiscal year, which goals shall be determined by the Compensation Committee on an annual or more frequent basis, the Annual Bonus shall be not less than one hundred percent (100%) of the Executive’s Base Salary.

(c) Additional Bonus. Any equity funding raised by the Company for a period of one (1) year from the date of this Agreement shall be included in the calculation of “Parent Excess Closing Cash” for purposes of determining the payment of any “Transaction Bonus” in accordance with that certain Founder Transaction Bonus Agreement, dated as January 22, 2024, by and between the Executive, the Company and CSLM Acquisition Corp., and any Transaction Bonus earned by Executive as a result of such equity funding shall be paid by the Company to the Executve within thirty (30) days of the consummation by the Company of such equity funding.

(d) Equity Awards. The Company may grant to the Executive equity awards from time to time in the discretion of the Compensation Committee. The number of shares of the Company’s common stock subject to any grant of equity awards, the form of any equity award, and the terms and conditions of any equity award, including without limitation vesting conditions, shall be determined by the Compensation Committee in its sole discretion.

(e) Benefits. During the Term of Employment, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company’s senior management employees or to other full-time employees on substantially the same basis that such benefits are provided to such senior management employees or to other full-time employees; provided, however, that during the Term of Employment, the Executive shall not be eligible to participate in any generally available severance benefit plan, program or arrangement sponsored or maintained by the Company.

(f) Vacations. During the Term of Employment, the Executive shall be entitled to twenty (20) days paid vacation per year, or such greater amount as may be earned under the Company’s standard vacation policy.

(g) Reimbursement of Expenses. During the Term of Employment, the Executive shall be entitled to receive prompt reimbursement for all reasonable business-related or employment-related expenses incurred by the Executive upon the receipt by the Company of reasonable documentation in accordance with standard practices, policies and procedures applicable to other senior management employees of the Company.

6. Termination of Employment. The Term of Employment shall be automatically terminated upon the first to occur of the following:

(a) the Employee’s employment shall terminate immediately upon the Executive’s death;

(b) the decision by the Company or the Executive to terminate the Executive’s employment due to the Executive’s Disability upon delivery of written notice to the other party or upon such other date as may be specified in such written notice; provided, however, that if the Executive delivers a written notice of termination due to Disability to the Company, the Company may accelerate the Date of Termination in its sole discretion;

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(c) the Executive may terminate the Executive’s employment for any reason other than Good Reason upon the date specified in a written notice to the Company delivered at least thirty (30) days prior to his Date of Termination; provided, however, that the Company may in its sole discretion accelerate the Date of Termination provided that it shall continue to pay the Executive’s Base Salary until the earlier of (i) thirty (30) days after it receives Executive’s written notice of resignation or (ii) the Date of Termination set forth in such written notice of resignation;

(d) the Executive may terminate his employment for Good Reason if (i) not later than ninety (90) days after the occurrence of any act or omission that constitutes Good Reason, the Executive provides the Company with a written notice setting forth in reasonable detail the acts or omissions that constitute Good Reason, (ii) the Company fails to correct or cure the acts or omissions within thirty (30) days after it receives such written notice, and (iii) Executive terminates his employment with the Company after the expiration of such cure period but not later than sixty (60) days after the expiration of such cure period;

(e) the Company may terminate the Executive’s employment without Cause upon the date set forth in a written notice delivered to the Executive at least thirty (30) days prior to his Date of Termination, or upon such other date agreed to by the parties; and

(f) Upon the occurrence of any act or omission that constitutes Cause, the Company may terminate the Executive’s employment upon the date set forth in the Notice of Consideration (as defined below) if (i) no fewer than thirty (30) days prior to the Date of Termination, the Company provides Executive with written notice (the “Notice of Consideration”) of its intent to consider termination of Executive’s employment for Cause, including a reasonably detailed description of the acts or omissions that the Board believes constitute Cause, and (ii) the Executive fails to cure the acts or omissions that constitute Cause within 60 days after receiving such Notice of Consideration.

7. Compensation and Benefits Payable Upon of Termination of Employment Unrelated to a Change of Control.

(a) Payment of Accrued But Unpaid Compensation and Benefits. Upon the Executive’s termination of employment for any reason outside of the Change of Control Period, the Executive (or his Beneficiary following the Executive’s death) shall receive (i) a lump sum payment on the Date of Termination in an amount equal to the sum of the Executive’s earned but unpaid Base Salary through his Date of Termination plus his accrued but unused vacation days at the Executive’s Base Salary in effect as of his Date of Termination; plus (ii) any other benefits or rights the Executive has accrued or earned through his Date of Termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company. Except as provided in Section 7(b) or Section 7(c) below or as expressly provided pursuant to the terms of any employee benefit plan, the Executive will not be entitled to earn or accrue any additional compensation or benefits for any period following his Date of Termination.

(b) Termination of Employment Due to Death or Disability. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated due to his death or Disability outside of the Change of Control Period, the Executive (or his Beneficiary following the Executive’s death) shall receive:

(i) the Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination payable at the same time annual bonuses for such fiscal year are paid to other key Employees of the Company pursuant to the terms of the Bonus Plan; and

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(ii) reimbursement of the COBRA premiums, if any, paid by the Executive (or by the Executive’s surviving spouse and dependents following the Executive’s death) for continuation coverage for the Executive and his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination.

(c) Termination of Employment by the Company Without Cause or by the Executive for Good Reason. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason outside of the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 10, the Executive (or his Beneficiary following the Executive’s death) shall receive:

(ii) a severance payment payable in a single lump sum within ten (10) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, in an amount equal to twelve (12) months of Base Salary; and

(iii) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination.

Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as of the date of the breach and the Executive shall be entitled to no further payments hereunder.

8. Termination of Employment by the Company Without Cause or by the Executive for Good Reason During a Change of Control Period. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 10, the Executive (or his Beneficiary following the Executive’s death) shall receive:

(a) a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, equal to the Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination;

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(b) a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, equal one hundred percent (100%) of Employee’s target bonus as in effect for the fiscal year in which Employee’s termination of employment occurs; provided that, for avoidance of doubt, the amount paid to Employee pursuant to this Section 8(b) will not be prorated based on the actual amount of time Employee is employed by the Company during the fiscal year (or the relevant performance period if something different than a fiscal year) during which the termination occurs;

(c) one hundred percent (100%) of the Executive’s outstanding unvested equity awards as of the Date of Termination will be fully vested and exercisable;

(d) a severance payment payable in a single lump sum within ten (10) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, in an amount equal to twelve (12) months Base Salary; and

(e) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination.

9. Terminations Within One Hundred Twenty (120) Days Prior to a Change of Control. If (a) the Executive incurred a termination prior to a Change of Control that qualifies Employee for severance payments under Section 7(c) (including the requirement that the Executive return an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 10) and (b) a Change of Control occurs within one hundred twenty (120) days following Employee’s termination of employment, then upon the Change of Control, the Executive shall be entitled to (i) a lump sum payment of the amount calculated under Section 8(b) and Section 8(d), less amounts already paid under Section 7(c)(ii) payable no later than the later that ten (10) business days after the later of (x) the date the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10 or (y) the Closing Date of the Change of Control, (ii) one hundred percent (100%) of the Executive’s outstanding unvested equity awards as of the Date of Termination will be fully vested and exercisable, and (iii) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination. Except as noted in the previous sentence, these amounts are in addition to any payments that are otherwise payable under Section 7(c).

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10. Release. As a condition of receiving the compensation and benefits described in Section 7(c), Section 8, or Section 9 the Executive must execute a release of any and all claims arising out of the Executive’s employment with the Company or the Executive’s separation from such employment (including, without limitation, claims relating to age, disability, sex or race discrimination to the extent permitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the terms of such employee benefit plan, (ii) any right to exercise equity awards that are vested on the Date of Termination pursuant to the terms of such equity awards (as modified by the Employment Agreement), (iii) claims based on breach of the Company’s obligations to pay the compensation and benefits described in Section 5 and Section 7(a), Section 7(c), Section 8 or Section 9 of this Employment Agreement, (iv) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (v) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise entitled in accordance with this Agreement and the Company’s articles of incorporation or by laws or other agreement between the Executive and the Company (the “Release”). Such Release shall be in a form tendered to the Executive by the Company within five (5) business days following the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act, and shall be substantially in the form of release attached as ExhibitB. The compensation and benefits described in Section 7(c), Section 8, or Section 9 will not be paid to the Executive if the Executive fails to execute the Release within the time frame specified in such Release, or if the Release does not become final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination.

11. Excess Parachute Excise Tax.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (including any acceleration) by the Company or any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”) to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise, but determined before application of any reductions required pursuant to this Section 11) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Executive (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company will automatically reduce such Payments to the extent, but only to the extent, necessary so that no portion of the remaining Payments will be subject to the Excise Tax, unless the amount of such Payments that the Executive would retain after payment of the Excise Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the Executive would retain after payment of all applicable Federal, state and local taxes after applying such reduction. Unless otherwise elected by the Executive, to the extent permitted under Code Section 409A, such reduction shall first be applied to any severance payments payable to the Executive under this Agreement, then to other cash payments that are exempt from Code Section 409A, and then to the accelerated vesting on any equity awards, and finally to payments that are subject to Code Section 409A.

(b) All determinations required to be made under this Section 11, including the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Executive as may be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by either the Company or the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

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12. Legal Fees. In any claim, action, suit, arbitration, or other proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

13. Beneficiary. If the Executive dies prior to receiving all of the amounts payable to him in accordance with the terms of this Agreement, such amounts shall be paid to one or more beneficiaries (each, a “Beneficiary”) designated by the Executive in writing to the Company during the Executive’s lifetime, or if no such Beneficiary is designated, to the Executive’s surviving spouse and if there is no surviving spouse, to the Executive’s estate. Such payments shall be made in accordance with the terms of this Agreement. The Executive, without the consent of any prior Beneficiary, may change the Executives’s designation of Beneficiary or Beneficiaries at any time or from time to time by a submitting to the Company a new designation in writing.

14. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, email or mailed within the continental United States by first class certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company:

Fusemachines, Inc.

251 West 30^th^ St., Floor 5

New York, NY 10001

If to the Executive:

To the address on file with the records of the Company.

Addresses may be changed by written notice sent to the other party at the last recorded address of that party.

15. Withholding. The Company shall be entitled to withhold from payments due hereunder any required federal, state or local withholding or other taxes.

16. Arbitration.

(a) If the parties are unable to resolve any dispute or claim relating directly or indirectly to this agreement or any dispute or claim between the Executive and the Company or its officers, directors, agents, or employees (a “Dispute”), then either party may require the matter to be settled by final and binding arbitration by sending written notice of such election to the other party clearly marked “Arbitration Demand.” Thereupon such Dispute shall be arbitrated in accordance with the terms and conditions of this Section 16. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm or to enforce the terms of the Confidentiality Agreement.

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(b) The Dispute shall be resolved by a single arbitrator in an arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties, and specific performance giving effect to the decision of the arbitrator may be ordered by any court of competent jurisdiction.

(c) Nothing contained herein shall operate to prevent either party from asserting counterclaim(s) in any arbitration commenced in accordance with this Agreement, and any such party need not comply with the procedural provisions of this Section 16 in order to assert such counterclaim(s).

(d) The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located in New York, New York or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted pursuant to the Employment Arbitration Rules of the AAA as in effect at the time of the arbitration hearing, such arbitration to be completed in a sixty (60)-day period. In addition, the following rules and procedures shall apply to the arbitration:

(e) The arbitrator shall have the sole authority to decide whether or not any Dispute between the parties is arbitrable and whether the party presenting the issues to be arbitrated has satisfied the conditions precedent to such party’s right to commence arbitration as required by this Section 16.

(f) The decision of the arbitrator, which shall be in writing and state the findings, the facts and conclusions of law upon which the decision is based, shall be final and binding upon the parties, who shall forthwith comply after receipt thereof. Judgment upon the award rendered by the arbitrator may be entered by any competent court. Each party submits itself to the jurisdiction of any such court, but only for the entry and enforcement to judgment with respect to the decision of the arbitrator hereunder.

(g) The arbitrator shall have the power to grant all legal and equitable remedies (including, without limitation, specific performance) and award compensatory and punitive damages if authorized by applicable law.

(h) Except as otherwise provided in Section 12 or by law, the parties shall bear their own costs in preparing for and participating in the resolution of any Dispute pursuant to this Section 16, and the costs of the arbitrator(s) shall be equally divided between the parties.

(i) Except as provided in the last sentence of Section 16(a), the provisions of this Section 16 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 16 shall pay the costs of the other party, including, without limitation, reasonable attorney’s fees and defense costs.

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17. Recoupment.

(a) Policy. Any incentive-based compensation received by the Executive including Annual Bonus and Equity Awards, whether pursuant to this Agreement or otherwise, that is granted, earned or vested based in any part on attainment of a financial reporting measure, shall be subject to the terms and conditions of the Company’s Claw Back Compensation Policy, if any (the “Recoupment Policy”), and any other policy of recoupment of compensation as shall be adopted from time to time by the Company’s Board of Directors or its Compensation Committee as it deems necessary or appropriate to comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 304 of the Sarbanes-Oxley Act of 2002, and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of the foregoing. The terms and conditions of the Recoupment Policy, including any changes to the Recoupment Policy adopted from time to time by the Company, are hereby incorporated by reference into this Agreement.

(b) Non-Indemnification and Advancement for Recoupment. The Company shall not be obligated to indemnify or advance funds to the Executive for any payment or reimbursement by the Executive to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Executive or payment of any profits realized by the Executive from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934 or under the rules of the stock exchange on which the common stock of the Company is listed (including any such payments or reimbursements under Section 304 and 306 of the Sarbanes-Oxley Act of 2002, or pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of the foregoing).

18. Miscellaneous

(a) Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of New York without regard to the application of choice of law rules.

(b) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other prior agreements, promises, understandings and representations regarding the Executive’s employment, compensation, severance or other payments contingent upon the Executive’s termination of employment, whether written or otherwise.

(c) Amendments. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the parties hereto.

(d) Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law, such provisions shall be construed, if possible, so as to be enforceable under applicable law, or such provisions shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

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(e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the beneficiaries, heirs and representatives of the Executive (including the Beneficiary) and the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to all or substantially all of its assets, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. Regardless whether such agreement is executed, this Agreement shall be binding upon any successor of the Company in accordance with the operation of law and such successor shall be deemed the Company for purposes of this Agreement.

(f) Successors and Assigns; Non-alienation of Benefits. Except as provided in Section 19(e) in the case of the Company, or to the Beneficiary in the case of the death of the Executive, this Agreement is not assignable by any party. Compensation and benefits payable to the Executive under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the Executive or a Beneficiary, as applicable, and any such attempt to dispose of any right to benefits payable hereunder shall be void and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or other charge.

(g) Remedies Cumulative; No Waiver. No remedy conferred upon either party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by either party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in such party’s sole discretion.

(h) Survivorship. Notwithstanding anything in this Agreement to the contrary, all terms and provisions of this Agreement that by their nature extend beyond the Date of Termination shall survive termination of this Agreement.

(i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one document.

19. No Contract of Employment. Nothing contained in this Agreement will be construed as a right of the Executive to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge the Executive with or without Cause.

20. Section 409A of the Code.

(a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder.

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(b) Notwithstanding any provision in this Agreement to the contrary, if the Executive is deemed on the date of the Executive’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s separation from service, and (ii) the date of the Executive’s death. On the first day of the seventh (7^th^) month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 20 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iii)) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

21. Employee Acknowledgement. The Executive hereby acknowledges that the Executive has read and understands the provisions of this Agreement, that the Executive has been given the opportunity for the Executive’s legal counsel to review this Agreement, that the provisions of this Agreement are reasonable and that the Executive has received a copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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INWITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be executed as of this ____ day of October, 2025.

COMPANY:
FUSEMACHINES, INC.
By:	/s/<br> Christine Chambers
Name:	Christine<br> Chambers
Title:	Chief<br> Financial Officer
EXECUTIVE:
---
/s/<br> Sameer Maskey
SAMEER MASKEY

EXHIBITA

CONFIDENTIALINFORMATION, ASSIGNMENT OF RIGHTS,

ANDNON-SOLICITATION AGREEMENT

In consideration of my employment with Fusemachines, Inc. or any of its subsidiaries, in connection with the performance of my duties as an employee of Fusemachines, Inc. or any of its subsidiaries (“Company”) (hereinafter, my “Employment”), I hereby agree and acknowledge, effective as of October ____, 2025, that:

ConfidentialInformation

As a result of my Employment, I may come to possess Confidential Information, and the Company has informed me that it will not retain me unless I agree to the terms of this Agreement and abide by them. As used in this Agreement, “Confidential Information” includes, without limitation, information, whether or not in tangible form, which has not been publicly disclosed regarding Company, any of Company’s customers, remarketing and/or support agreements made between Company and its business partners which disclose product data, commission rates, territories, quotas, and terms of licenses; the identities and locations of vendors and consultants furnishing materials and services to Company and the terms of such arrangements (including prices) negotiated by Company with such vendors and consultants; data relating to sales and license volumes, by customer, by location or by product; data relating to consulting agreements between Company and its customers which disclose billing rates, budgets, deliverables, time schedules and staff assignments; customer and product licensee and prospective product licensee lists; financial information that has not been released to the public by Company; employee lists of Company; future business plans, licensing strategies, advertising campaigns and the like; data provided to you which is marked as confidential or proprietary to Company, one of Company’s customers or business partners; proposed or actual acquisitions of stock or assets by Company; and/or any other information concerning or used in Company’s business, its manner of operations, its plan, processes or other data.

The definition of Confidential Information also shall include “Trade Secrets”, which are defined as the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, data-processing technique, computer program, or improvement that is valuable and secret (in the sense that it is not generally known to competitors of Company or competitors of its business partners). To the extent consistent with the foregoing, Trade Secrets include, without limitation, the specialized information and technology embodied in computer program material, including source and object code, system and user documentation, and program and system designs that provide Company or its business partners with an advantage over their competitors in the development, sales, implementation and support of their application software and products.

I acknowledge that Company has developed its Confidential Information through its own efforts and at great expense. I further acknowledge that Company has a legitimate interest in protecting its Confidential Information.

| EXHIBIT A-1 |

| --- | | 2. | I will not at any time, except as required by my duties at Company, duplicate, remove, transfer, use, disclose or communicate, or knowingly allow any other person to duplicate, remove, transfer, use, disclose or communicate, any Confidential Information. I will safeguard all Confidential Information at all times so that it is not exposed to, or taken by, unauthorized persons and will exercise my best efforts to assure its safekeeping. I understand that the maintenance of the confidentiality of Confidential Information is material and essential to Company and its disclosure would have a severe adverse effect on the conduct of Company’s business, and Company’s competitive position and goodwill. | | --- | --- | | 3. | Upon termination of my Employment, whether voluntary or involuntary, or upon Company’s request at any time during the term of my Employment, I will deliver to Company all written and other materials which contain or relate to Confidential Information, whether formal or informal, whether prepared by me or by others and whether required by my employment or for my personal use, including, without limitation, all documents, notes, computer programs and data prepared for or stored in or obtained from any automated information system, all of which materials shall be and remain the property of Company. In addition, I shall also provide any information, such as passwords or codes, necessary to allow Company to fully utilize its property. | | 4. | I will not make any unauthorized disclosure of trade secrets or confidential information to any third person, including any such information which is subject to a confidentiality agreement between Company and such third person, to which I gain access as a result of my Employment. | | 5. | My obligations under this Agreement will remain in effect both during the term of my Employment and thereafter, whatever the reason for termination of my Employment, and shall survive any termination of this Agreement. |

Assignmentof Right

6.	(a)	All<br> intellectual property in whatever form including, without limitation, inventions, discoveries, ideas, computer programs, programs based<br> upon or developed from computer programs, improvements, codes, methods, algorithms, trade secrets, know-how, system documentation,<br> technical data, drawings, flow charts, prototypes, design specifications, and any other documentation, notes and materials related<br> to the foregoing (whether or not patentable or copyrightable) that are conceived or made by me, either alone or with others, during<br> the course of or derived from my Employment by Company and in any way related to my Employment or to any business in which Company<br> is engaged at any time during the term of my Employment or (if it should reasonably be known by me) is considering in engaging (“Discoveries”),<br> shall be deemed to be “works made for hire” if permitted by applicable law and shall belong to Company.
(b)	I<br> will promptly disclose all Discoveries to Company.
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| EXHIBIT A-2 |

| --- | | (c) | To the extent that any Discovery does not constitute a work made for hire pursuant to applicable law, I hereby transfer, grant, convey, assign and relinquish exclusively to Company all of my rights to, title to and interest in all Discoveries, in perpetuity (or for the longest period of time otherwise permitted by law), including: | | --- | --- | | (i) | all of my rights, title, interest, and benefit (including the right to make, use, or sell under patent law; to copy, adapt, distribute, display, and perform under copyright law; and to use and disclose under trade secret law) in and to all United States and foreign patents and patent applications, patent license rights, patentable inventions, trade secrets, trademarks, service marks, trade names (including, in the case of trademarks, service marks and trade names, all goodwill pertaining thereto), copyrights, technology licenses, know-how, confidential information, shop rights, and all other intellectual property rights owned or claimed or acquired in the future by me as embodied in the Discoveries; and | | --- | --- | | (ii) | all of my rights, title, interest, and benefit and all powers and privileges, in, to, and under all technical data, drawings, prototypes, engineering files, system documentation, flow charts, and design specifications developed by, owned, or acquired previously or in the future by me in connection with the development of the programming, inventions, processes, and apparatus entailed by the Discoveries. | | (d) | I will execute and deliver, from time to time after the date hereof, upon Company’s request, such further conveyance instruments, and take such further actions, as may be necessary or desirable to evidence more fully the transfer of ownership of all the Discoveries to Company, or the original ownership of all the Discoveries on the part of Company, to the fullest extent possible. I therefore agree to: | | --- | --- | | (i) | execute, acknowledge, and deliver any affidavits or documents of assignment and conveyance regarding the Discoveries. | | --- | --- | | (ii) | provide testimony in connection with any proceeding affecting the right, title, interest, or benefit of Company in or to the Discoveries. | | (iii) | perform any other acts deemed necessary to carry out the intent of this Agreement including, without limitation, assisting in the application, perfection, maintenance and enforcement of the Discoveries and all rights relating thereto. | | (e) | In furtherance of this Agreement, I hereby acknowledge that, from this date forward, or a previous date if rights were earlier transferred, Company has succeeded to all of my rights, title, and standing to: | | --- | --- | | (i) | receive all rights and benefits pertaining to the Discoveries. | | --- | --- | | (ii) | institute and prosecute all suits and proceedings and take all actions that Company, in its sole discretion may deem necessary or proper to collect, assert, or enforce any claim, right, or title of any kind in and to any and all of the Discoveries. | | (iii) | defend and compromise any and all such actions, suits, or proceedings relating to such transferred and assigned rights, title, interest, and benefits, and do all other such acts and things in relation thereto as Company, in its sole discretion, deems advisable. |

| EXHIBIT A-3 |

| --- | | (f) | Upon termination of my Employment, I will immediately surrender to Company all materials and work product in my possession or within my control (including all copies thereof) relating in any way to the Discoveries. | | --- | --- | | (g) | To effectuate the terms of this paragraph 6, I hereby name and irrevocably constitute and appoint Company, with the full power of substitution therein, as my true and lawful attorney-in-fact to exercise the rights assigned hereby. | | (h) | I represent and warrant that no consents of any other parties are necessary or appropriate under any agreements concerning any of the Discoveries in order for the transfer and assignment of any of the Discoveries under this Agreement to be legally effective. | | (i) | I represent and warrant that, to the best of my knowledge, upon consummation of this Agreement, Company will have good and marketable title to the Discoveries, free and clear of any and all liens, mortgages, encumbrances, pledges, security interests, or charges of any nature whatsoever. | | 7. | I have listed on the Schedule attached to this Agreement all inventions, if any, conceived or made by me prior to my Employment by Company and which are to be excluded from this Agreement, as well as any restrictions on any work for Company or any obligations under this Agreement arising from any prior employment or other agreement. I am not required to list on the Schedule any inventions conceived or made by me prior to my Employment by Company that (i) are unrelated to the business, operations, services or products of Company or (ii) are solely related to my personal hobbies and not to the business, operations, service or products of Company. | | --- | --- |

Non-Solicitation;Non-Competition

8.	I<br> agree that all Company relationships, whether or not contractual, including but not limited to, relationships with employees, contractors,<br> consultants, partners (collectively “Relationships”) are the sole property of Company. I agree that, during<br> and after my Employment with Company, unless Company provides written consent, I will not directly or indirectly provide information,<br> including but not limited to, employee lists, resumes, independent contractor agreements, employment information and contact information,<br> to other entities or individuals. I agree not to interfere with these Relationships by hiring or soliciting for hire individuals or<br> entities, directly or indirectly, to work with or for any person or entity external to Company without the written consent of Company,<br> during, and for a period of twelve (12) months after the termination of, my Employment with Company.
9.	I<br> agree that all Company relationships with customers, partners, resellers, vendors and suppliers and all information, whether or not<br> in writing, are and shall be the exclusive property of Company (collectively “Customer Information”). Customer<br> Information shall not be used outside the duties of my Employment with Company without the written consent of Company, either during<br> or for a period of twelve (12) months after the termination of my Employment with Company.

I agree that all Company relationships, whether or not contractual, including but not limited to, relationships with employees, contractors, consultants, partners (collectively “Relationships”) are the sole property of Company. I agree that, during and after my Employment with Company, unless Company provides written consent, I will not directly or indirectly provide information, including but not limited to, employee lists, resumes, independent contractor agreements, employment information and contact information, to other entities or individuals. I agree not to interfere with these Relationships by hiring or soliciting for hire individuals or entities, directly or indirectly, to work with or for any person or entity external to Company without the written consent of Company, during, and for a period of twelve (12) months after the termination of, my Employment with Company.

I agree that all Company relationships with customers, partners, resellers, vendors and suppliers and all information, whether or not in writing, are and shall be the exclusive property of Company (collectively “Customer Information”). Customer Information shall not be used outside the duties of my Employment with Company without the written consent of Company, either during or for a period of twelve (12) months after the termination of my Employment with Company.

| EXHIBIT A-4 |

| --- | | 10. | During my employment with the Company and for a period of twelve (12) months following the termination of my Employment with the Company (other than my termination without Cause or my resignation for Good Reason), I agree to not, anywhere in the United States, whether as an employee, consultant, contractor, owner, partner, or in any other capacity, engage in or provide services to any business that competes with the products or services of the Company with which I was materially involved during the last twelve (12) months of employment. | | --- | --- | | 11. | During my employment with the Company and for a period of twelve (12) months following the termination of my Employment with the Company, I shall not solicit, divert, take away, or accept business from, or attempt to solicit, divert, take away, or accept business from, any actual or prospective customer or client of the Company with whom I had business contact, about whom I received Customer Information, or for whom I provided services during the last twelve (12) months of my employment, in each case for the purpose of providing products or services that are competitive with those offered by the Company. | | 10. | Breach by me of any provision of this Agreement will cause Company irreparable injury and damage for which money damages may not be adequate. In addition to all other remedies that are available to it, Company shall be entitled to preliminary and permanent injunctive and equitable relief to prevent or remedy a breach of this Agreement by me. | | 11. | This Agreement: | | (a) | shall bind my heirs, executors, administrators, legal representatives and assigns, and supersedes any prior agreements concerning Confidential Information executed by me with or in favor of Company, if any. | | --- | --- | | (b) | constitutes the entire understanding between Company and me concerning Confidential Information and no waiver or amendment of any provision of this Agreement shall be valid or effective unless in writing and signed by the party against whom enforcement thereof is sought. | | (c) | shall be enforceable by Company or any of its successors or assigns. | | (d) | shall be enforced and construed in accordance with the laws of the State of New York, without giving effect to the choice of laws principles of New York that would result in the application of the laws of any other jurisdiction. | | 13 | Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, that decision shall not affect the validity of the remaining portion, which shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated, provided, however, that this Agreement shall be interpreted to carry out to the greatest extent possible the intent of the parties and to provide to Company substantially the same benefits as Company would have received under this Agreement if such invalid part of this Agreement had been enforceable. | | --- | --- |

| EXHIBIT A-5 |

| --- | | 14. | I represent that I am not a party to, or bound by, any confidentiality agreements, non-compete agreements, restrictive covenants, non-solicitation agreements, invention and assignment agreements, or any other agreements or obligations to any former employer or other entity that will prevent me from performing, or impede me in performance of service for Company. I also represent that I have disclosed to Company all contracts or agreements that could prevent me from carrying out my responsibilities for Company. I further acknowledge that I have not and will not take or remove from my prior employment the originals or copies of any documents maintained as confidential or proprietary information by my prior employer, and that I have not and will not disclose any confidential or proprietary information of my prior employer. Therefore, I am “free and clear” to be employed by Company. I acknowledge that Company is relying on my representation in making its offer of employment, in employing me, or in continuing my employment with Company. I further agree not to enter into any agreement either written or oral in conflict with my Employment with Company. | | --- | --- | | 15. | I further agree that this Agreement does not constitute a contract of employment, and that I have the right to resign and Company has the right to terminate my employment at any time, for any reason, with or without cause, subject to the provisions of any written employment agreement between Company and me. I hereby acknowledge that I have read this Agreement, understand it and agree to be bound by its restrictions. | | SAMEER MASKEY | | --- | | (Date Signed) |

ACCEPTED AND DATED AS OF ___________________

FUSEMACHINES, INC.
By:
Name:
Title:

| EXHIBIT A-6 |

| --- |

SCHEDULE

(EXHIBITA)

Fusemachines, Inc.

251 West 30^th^ St., Floor 5

New York, NY 10001

Attn: Chief Executive Officer

Email: smaskey@fusemachines.com

Attn:

1. The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Fusemachines, Inc. (the “Company”) that have been made or conceived or first reduced to practice by me, alone or jointly with others, prior to my employment by the Company that I desire to remove from the operation of the Company’s Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement.

__________ No inventions or improvements.

__________ See below: Any and all inventions regarding

__________ Additional sheets attached.

2. I propose to bring to my employment the following materials and documents of a former employer:

__________ No materials or documents.

__________ See below:

_______________________________

Sameer Maskey

______________________________

Date

EXHIBITB

WAIVERAND RELEASE

This is a Waiver and Release (“Release”) between Sameer Maskey (“Executive”) and Fusemachines, Inc. (the “Company”). The Company and the Executive agree that they have entered into this Release voluntarily, and that it is intended to be a legally binding commitment between them.

In consideration for and contingent upon the Executive’s right to receive the benefits described in the Employment Agreement between the Company and the Executive (the “Employment Agreement”) and this Release, the Executive hereby agrees as follows:

(a) General Waiver and Release. Except as provided in Paragraph (e) below, the Executive and any person acting through or under the Executive hereby release, waive and forever discharge the Company, its past and present subsidiaries and affiliates, and their respective successors and assigns, and their respective past and present officers, trustees, directors, shareholders, Employees and agents of each of them, from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys’ fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a “Claim”), arising or which could have arisen up to and including the date of the Executive’s execution of this Release, including without limitation those arising out of or relating to the Executive’s employment or cessation and termination of employment, or any other written or oral agreement, any change in the Executive’s employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful discharge (including any Claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Executive Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or Employee order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by the Executive against the Company or its subsidiaries and affiliates in any legal, administrative or other proceeding. The Executive agrees that if any action is brought in his name before any court or administrative body, the Executive will not accept any payment of monies in connection therewith.

(b) Miscellaneous. The Executive agrees that the Employment Agreement (which is specifically incorporated herein by reference) specifies payments from the Company to himself, the total of which meets or exceeds any and all funds due him by the Company, and that he will not seek to obtain any additional funds from the Company with the exception of non-reimbursed business expenses. (This covenant does not preclude the Executive from seeking workers’ compensation, unemployment compensation, or benefit payments from the Company’s insurance carriers that could be due him.)

(c) Non-Solicitation, Confidentiality and Non-Solicitation Covenants. The Executive warrants that the Executive has, and will comply fully with Section 3(c) of the Employment Agreement and the provisions of the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement by and between the Company and the Executive.

(d) THE COMPANY AND THE EMPLOYEE AGREE THAT THE BENEFITS DESCRIBED IN THE EMPLOYMENT AGREEMENT AS SUBJECT TO EMPLOYEE’S COMPLIANCE WITH SECTION 10 THEREOF ARE CONTINGENT UPON THE EMPLOYEE SIGNING THIS RELEASE. THE EMPLOYEE FURTHER UNDERSTANDS AND AGREES THAT IN SIGNING THIS RELEASE, EMPLOYEE IS RELEASING POTENTIAL LEGAL CLAIMS AGAINST THE COMPANY. THE EMPLOYEE UNDERSTANDS AND AGREES THAT IF HE DECIDES NOT TO SIGN THIS RELEASE, OR IF HE REVOKES THIS RELEASE, THAT HE WILL IMMEDIATELY REFUND TO THE COMPANY ANY AND ALL SEVERANCE PAYMENTS AND OTHER BENEFITS HE MAY HAVE ALREADY RECEIVED.

(e)	The<br> waiver contained in Paragraph (a) and (b) above does not apply to:
(i)	Any<br> claims for benefits under employee benefit plans in accordance with the terms of the applicable employee benefit plan, including the<br> Executive’s right to elect continuation coverage under the Company’s group health, dental and/or visions plans pursuant<br> to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA),
---	---
(ii)	Any<br> right to exercise stock options or stock appreciation rights that were vested and exercisable on the Date of Termination in accordance<br> with the terms thereof (as modified by the Employment Agreement);
(iii)	Any<br> Claim under or based on a breach of the Company’s obligations to pay the compensation and benefits described in Sections 5 or<br> 7(a) or (c), 8 or 9, as applicable of the Employment Agreement,
(iv)	Rights<br> or Claims that may arise under the Age Discrimination in Employment Act after the date that the Executive signs this Release, and
(v)	Any<br> right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise<br> entitled in accordance with the Employment Agreement or the Company’s articles of incorporation or by-laws or other agreement<br> between the Executive and the Company.

(f) EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND IS VOLUNTARILY SIGNING THIS RELEASE. EMPLOYEE ALSO ACKNOWLEDGES THAT HE IS HEREBY ADVISED TO CONSULT WITH AN ATTORNEY, HE HAS BEEN GIVEN AT LEAST [21][45] DAYS TO CONSIDER THIS RELEASE BEFORE THE DEADLINE FOR SIGNING IT; AND HE UNDERSTANDS THAT HE MAY REVOKE THE RELEASE WITHIN SEVEN (7) DAYS AFTER SIGNING IT. IF NOT REVOKED WITHIN SUCH PERIOD, THIS RELEASE WILL BECOME EFFECTIVE ON THE EIGHTH (8) DAY AFTER IT IS SIGNED BY EMPLOYEE.

BY SIGNING BELOW, BOTH THE COMPANY AND EMPLOYEE AGREE THAT THEY UNDERSTAND AND ACCEPT EACH PART OF THIS RELEASE.

	Executive
ACCEPTED<br> AND DATED AS OF [●]:
COMPANY:
FUSEMACHINES,<br> INC.
By:
---
Name:
Title:

Exhibit10.4

251 West 30th Street, 5th floor	http://www.fusemachines.com
New York, NY, 10018	1 800 506 3873

July 21, 2025

Dear Christine,

On behalf of Fusemachines, Inc. (the “Company”), I am very pleased to offer you the position of Chief Financial Officer. This letter sets forth the terms and conditions of your employment with the Company.

1. Employment. Your employment with the Company as Chief Financial Officer will commence on July 23rd, 2025 in a part time capacity and proceed as full time as of August 20th, 2025. You will be paid 1/4th of your salary while working in a part time capacity. This employment offer is contingent on the clearance of employment history and background checks.

In the event of an acquisition of Fusemachines by a new entity, all provisions and terms outlined in this offer letter, including but not limited to compensation, benefits, and equity, shall transfer to and remain binding upon the acquiring employer.

You will report to the Company’s Founder and CEO, Sameer Maskey. Your position is exempt from the United States state and federal wage and hour laws, which means that you are not eligible for overtime pay. Some of your responsibilities include:

1.Capital Raising and Financial Strategy

●	Lead efforts to raise capital through public markets, private<br>placements, debt instruments, or strategic partnerships.
●	Develop and execute fundraising strategies aligned with business<br>growth plans and market conditions.
●	Maintain strong relationships with investment banks, analysts,<br>venture capitalists, and institutional investors.
●	Structure financing deals, negotiate terms, and oversee due<br>diligence.

2.Investor Relations

●	Serve as the primary point of contact for shareholders, analysts,<br>and the investment community.
●	Prepare and deliver quarterly earnings calls, investor presentations,<br>and public filings (10-Ks, 10-Qs, 8-Ks).
●	Ensure transparent, timely, and strategic communication to<br>build investor confidence.
●	Monitor and analyze market trends, investor sentiment, and<br>competitor performance to inform IR strategy.

3.Financial Planning and Analysis

●	Oversee the development of financial forecasts, models, and<br>long-term business plans.
●	Drive strategic decision-making through in-depth financial<br>analysis and scenario planning.
●	Monitor performance metrics and implement KPIs to measure company<br>health and capital efficiency.

4.Compliance, Governance, and Risk Management

●	Ensure compliance with SEC regulations, Sarbanes-Oxley (SOX),<br>GAAP, and other relevant standards.
●	Liaise with external auditors, legal counsel, and compliance<br>officers.
●	Develop and manage internal controls, risk mitigation strategies,<br>and financial governance frameworks.

5.Executive Leadership and Strategy

●	Partner with the CEO and executive team to shape overall company<br>strategy and operational priorities.
●	Provide financial leadership in mergers & acquisitions,<br>strategic investments, and partnerships.
●	Represent the company at Board meetings and contribute to high-level<br>corporate decisions.

6.Treasury and Cash Flow Management

●	Oversee treasury operations, including cash flow, working capital,<br>and liquidity planning.
●	Optimize capital structure and balance sheet management to<br>support growth and risk management.

You will be expected to commute to the executive team in NY once a week for a minimum of two days. All travel will be paid for by the company.

During the period of your employment, you shall use your best efforts to complete all assignments and adhere to the Company’s procedures and policies in place, as may be amended from time-to-time. During your employment with the Company, you may not engage in any other paid activities that inhibit or prohibit the performance of your duties to the Company or inhibit or conflict in any way with the business of the Company

2. Compensation.

BaseSalary

You will receive an initial base salary of USD 360,000 per year (the “Base Salary”), payable in accordance with the Company’s standard payroll practices and schedule.

Bonus

The Company is currently developing a bonus framework applicable to all executive-level employees. Final bonus amounts, if any, will be based on specific roles and milestones and determined at a later date.

StockOptions

You will be granted 100,000 equity units, subject to a four-year vesting schedule. These units may be issued in the form of stock options or restricted stock units (RSUs), at the Company’s discretion.

Upon any change in control of the Company (excluding the current anticipated de-SPAC transaction), there will be 100% acceleration of all then-unvested equity awards you hold.

PotentialMilestone-Based Options

In addition to the above equity grant, the Company is considering milestone-based equity awards for executive team members. These additional options are not guaranteed, may or may not be granted, and are subject to approval by the Board of Directors and, where applicable, the majority shareholders.

Benefits. Beginning with your full-time employment with the Company, you will be entitled to participate in all of our then current customary employee benefit plans and programs available to full-time employees, subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs. The Company reserves the right to change or rescind its benefit plans and programs and alter employee contribution levels in its discretion.

Time Off Policies. You will be entitled to vacation / sick time / PTO in accordance with the Company’s policies and practices in force as of the Commencement Date or as such policies and procedures may be modified with respect to all employees of the Company. At a minimum, you are entitled to sick time in accordance with the New York City Earned Sick Leave Act.

5. Confidentiality, Invention Assignment and Non-Disclosure. By executing this letter below, you also agree that during the course of your employment and thereafter you shall not use or disclose, in whole or in part, any of the Company’s or its customers’ confidential and proprietary information, including customer lists and information, to any person, firm, corporation, or other entity for any reason or purpose whatsoever other than in the course of your employment with the Company or with the prior written permission of the Company. If you have not already done so, you also will be required to execute and return to the Company an employee Non-Disclosure and Invention Assignment Agreement.

At Will Employment.

Your employment with the Company is “at will.” This means that, just as you may resign from the Company at any time for any reason or no reason, the Company has the right to terminate this employment relationship at any time with or without cause or notice. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment unless it is signed by both you and an officer of the Company and such agreement is expressly acknowledged as an employment contract.

There will be guaranteed separation benefits if terminated without Cause or resignation for Good Reason:

●	6 months of salary at time of separation
●	6 months paid COBRA, and full acceleration of any unvested<br>equity

7. Indemnification

The Company will indemnify you to the fullest extent permitted by law against any claims, liabilities, or expenses arising out of your role as CFO, including legal fees. The Company will also enter into a standard indemnification agreement with you upon your start date and maintain directors and officers (D&O) insurance coverage applicable to your role.

After you have had an opportunity to review, kindly sign your name at the end of this letter to signify your understanding and acceptance of these terms and that no one at the Company has made any other representation to you. This offer must be accepted on or before July 23rd, 2025 and will be deemed to have been withdrawn if your executed acceptance of this offer, together with the signed FUSEMACHINES INC. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT, is not received by the undersigned on or before the above referenced date.

If you have any questions regarding this letter or your terms of employment, please contact me.

Yours truly,

FUSEMACHINES, INC.

By:	Agreed to and accepted by:
Name:	Name:
Title:	Date:

Exhibit10.5

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated as of October ___, 2025, is made by and between Fusemachines Inc., a Delaware corporation (the “Company”), and _________________, a director of the Company (the “Indemnitee”).

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship to the compensation of such directors;

B. Based on their experience as business managers, the Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as directors of the Company, and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary for the Company contractually to indemnify directors and to assume for itself maximum liability for expenses and damages in connection with claims against such directors in connection with their service to the Company;

C. Section 145 of the General Corporation Law of Delaware, under which the Company is organized (the “Law”), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by the Law is not exclusive; and

D. The Company desires and has requested the Indemnitee to serve or continue to serve as an Agent (as defined below) of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

NOW,THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Definitions.

1.1“Agent” means any person who is or was a director of the Company or a Subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interest of the Company or a Subsidiary of the Company as a director or manager of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust or other enterprise or an affiliate of the Company; or was a director of a foreign or domestic corporation or other enterprise which was a predecessor corporation of the Company, or was a director or manager of another enterprise or affiliate of the Company at the request of, for the convenience of, or to represent the interests of such predecessor corporation or other enterprise.

1.2“Change in Control” shall be deemed to have occurred if:

(a) any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the United States Securities Exchange Act of 1934, becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under that act, of 50% or more of the Voting Stock (defined below) of the Company; or

(b) the liquidation, dissolution or winding up of the Company.

For the purpose of this definition of “Change in Control,” “Voting Stock” shall mean capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation.

1.3“Expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, prosecution, being or preparing to be a witness, defense or appeal of a Proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, including without limitation judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement.

1.4“Proceeding” means any threatened, pending or completed claim, issue, matter, action, suit, arbitration, inquiry, or other proceeding, whether civil, criminal, administrative, regulatory, investigative or any other type whatsoever, including without limitation a demand, discovery request, formal or informal investigation, being or preparing to be a witness, administrative hearing, including any appeal of the foregoing.

1.5“Subsidiary” or “Subsidiaries” means any corporation of which more than fifty percent (50%) of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries or by one or more of the Company’s subsidiaries.

2.Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an Agent of the Company, faithfully and to the best of his or her ability, so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any Subsidiary; provided, however, that the Indemnitee may at any time and for any reason resign or otherwise terminate such service, and neither such resignation or termination nor the length of such service shall affect Indemnitee’s rights under this Agreement.

3.Directors’ and Officers’ Insurance. The Company shall maintain a policy of directors’ and officers’ liability insurance (such Company’s insurance shall be called “D&O Insurance”) on such terms and conditions as may be approved by the Board.

| 2 |

| --- |

4.Mandatory Indemnification. Subject to Section 10 below, the Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law in effect as of the date hereof or as amended to increase the scope of permitted indemnification as follows:

4.1Third Party Actions. If the Indemnitee is a person who was or is a party to or participant of or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all Expenses and liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee, or on his or her behalf, in connection with the investigation, defense, settlement or appeal of such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company or a Subsidiary and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that no indemnification under this subsection shall be made in respect of any Proceeding as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to gross negligence or willful misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.

4.2Derivative Actions. If the Indemnitee is a person who was or is a party to or participant of or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any amounts paid for liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee, or on his or her behalf, of any such Proceeding and all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company or a Subsidiary; except that no indemnification under this subsection shall be made in respect of any Proceeding as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to gross negligence or willful misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.

5.Partial Indemnification and Contribution.

5.1Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or liabilities of any type whatsoever actually and reasonably incurred by him or her in the investigation, defense, settlement or appeal of a Proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee the portion thereof to which the Indemnitee is entitled to indemnification.

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5.2Contribution.

(a) If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than a statutory limitation set forth in the Law, then in respect of any threatened, pending or completed Proceeding in which the Company or a Subsidiary is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee, or on his or her behalf, of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company or a Subsidiary shall not enter into any settlement of any Proceeding in which the Company or Subsidiary is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than a statutory limitation set forth in the Law, then in respect of any threatened, pending or completed Proceeding in which the Company or a Subsidiary is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee, or on his or her behalf, and paid or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company or Subsidiary on the one hand and the Indemnitee on the other hand from the transaction from which such Proceeding arose and (ii) the relative fault of the Company or Subsidiary on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such Expenses or liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee, or on his or her behalf, as well as any other relevant equitable considerations. The relative fault of the Company or Subsidiary on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses or liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee, or on his or her behalf. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable considerations.

(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees or Agents of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable Law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, ERISA excise taxes, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and Agents) and Indemnitee in connection with such event(s) and/or transaction(s) if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company or a Subsidiary and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that no contribution under this subsection shall be made in respect of any Proceeding as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to gross negligence or willful misconduct of a culpable nature in the performance of his or her duty to the Company and its Subsidiary, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to contribution for such amounts which the Court of Chancery or such other court shall deem proper.

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6.Primacy of Indemnification; Indemnification of Fund Indemnitors.

6.1Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of Expenses and/or insurance provided for the benefit of the Parties listed on Exhibit A and/or their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation and/or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing or any other provisions in this Agreement and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 6.1. The Company and Indemnitee further agree that nothing herein is intended to modify, expand, decrease or otherwise affect the rights or obligations of the parties with respect to the indemnification provisions of the Company’s Certificate of Incorporation, Bylaws and this Agreement, and that this provision is intended only to establish the respective priorities of the indemnity and advancement obligations between the Company and the Indemnitee-Related Entities.

6.2Indemnification of Fund Indemnitors. If any Fund Indemnitor, is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of such Fund Indemnitor’s direct or indirect position as a stockholder of, or lender to, the Company, or such Fund Indemnitor’s direct or indirect appointment of or affiliation with Indemnitee or any other director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its directors, officers, equity holders or debt holders, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of a Fund Indemnitor. The Fund Indemnitors shall be named as additionally named insureds on the D&O Insurance, with this insurance as primary over all other possibly applicable insurance.

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7.Mandatory Advancement of Expenses.

7.1Advancement. Subject to Section 10 below and except as prohibited by law, the Company shall advance all Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding to which the Indemnitee is a party, participant, or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company or by reason of anything done or not done by him or her in any such capacity. The Indemnitee hereby undertakes to promptly repay, without interest and without security, such amounts advanced only if, and to the extent that, it shall ultimately be determined by a Court of competent jurisdiction from which no appeal can be taken that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company, the Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefore, including a statement of the Expenses by the Indemnitee to the Company.

7.2Exception. Notwithstanding the foregoing provisions of this Section 7 or anything else herein, the Company shall not be obligated to advance any Expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board (excluding Indemnitee) reasonably determines in good faith, within thirty (30) days of the Indemnitee’s request to be advanced Expenses or within 30 days of learning such relevant information, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed by another forum, in the manner set forth in Section 9 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of Expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section 7.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a Change in Control.

8.Notice and Other Indemnification Procedures.

8.1Notice to Company. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. Notwithstanding the foregoing, any failure of Indemnitee to provide such notice to the Company, or to provide such notice in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that none of the Company and its Subsidiary are aware of such Proceeding and such failure actually and materially prejudices the interests of the Company or its Subsidiary.

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8.2Notice to Insurer. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 8.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such D&O Insurance policies. In the event the Indemnitee or the D&O Insurer(s) seeks a judicial determination or adjudication of coverage issues related to any Proceedings, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by Indemnitee, or on his or her behalf, in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such insurance recovery.

8.3Settlement. The Company will not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee unless such settlement solely involves the payment of money by persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability or any matters that are the subject of such Proceeding and an acknowledgement that Indemnitee denies all wrongdoing in connection with such matters. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which shall not be unreasonably withheld.

9.Determination of Right to Indemnification and Remedies to Indemnitee.

9.1To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any Proceeding described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or her in connection with the investigation, defense or appeal of such Proceeding.

9.2In the event that Section 9.1 is inapplicable, or does not apply to the entire Proceeding, the Company shall nonetheless indemnify the Indemnitee for all Expenses and any other indemnity for liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee, or on his or her behalf, unless the Company shall prove by clear and convincing evidence to a forum listed in Section 9.3 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

9.3If Company refuses to pay Expenses and other indemnity for liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee, or on his or her behalf, within 30 days of Indemnitee’s written request of such payment, the Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 9.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company:

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(a) A quorum of the Board consisting of directors who are not parties to the Proceeding for which indemnification is being sought;

(b) The stockholders of the Company;

(c) Legal counsel mutually agreed upon by the Indemnitee and the Board, which counsel shall make such determination in a written opinion;

(d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or

(e) The Court of Chancery of Delaware.

9.4As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 9.3 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

9.5If the forum selected in accordance with Section 9.3 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to the Court of Chancery of Delaware, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 9.3 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

9.6In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial Proceeding commenced pursuant to this Section 9 shall be conducted in all respects as a denovo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 9.3.

9.7If a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial Proceeding commenced pursuant to this Section 9.3, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

9.8Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee and pay on his or her behalf, in advance, against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 9 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification or advancement of Expenses.

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9.9The Company shall be precluded from asserting in any judicial Proceeding commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

9.10In the event of any Change in Control, the Company shall immediately set aside appropriate reserves for Expenses of all known Proceedings if requested to do so by the Indemnitee.

10.Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee:

10.1Claims Initiated by Indemnitee. To indemnify or advance Expenses to the Indemnitee with respect to Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or cross claim, except with respect to Proceedings (or any part of any Proceeding) as may be required by law, as specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of Expenses arising under this Agreement, the charter documents of the Company or any Subsidiary or any statute or law or otherwise; or

10.2Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts paid in settlement of a Proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld, and the Company and its Subsidiaries are fully released and dismissed with prejudice from any such Proceeding; or

10.3Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or

10.4Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

11.Exculpation/Limitation of Liability. Indemnitee shall not be personally liable to the Company or its Subsidiary or to the stockholders of the Company or any such Subsidiary for monetary damages for breach of fiduciary duty as an Agent of the Company or Subsidiary; provided, however, that the foregoing shall not eliminate or limit the liability of Indemnitee: (i) for any breach of Indemnitee’s duty of loyalty to the Company or its Subsidiary or the stockholders thereof; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the Delaware General Corporation Law or any similar provision of other applicable corporation law; or (iv) for any transaction from which Indemnitee derived on improper personal benefit. If the Delaware General Corporation Law or such other applicable law shall be amended to permit further elimination or limitation of the personal liability or directors, then the liability of Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law or such other applicable law as so amended.

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12.Non-Exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, D&O Insurance, other agreements or otherwise, both as to action in the Indemnitee’s official capacity and to action in another capacity while occupying his or her position as an Agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee as an Agent of the Company prior to such amendment, alteration or repeal.

13.Indemnification of Observer. If any affiliate to a Fund Indemnitor is attending meetings of the Board in a non-voting observer capacity (an “Observer”) and is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of such Observer’s affiliation with the Company, the Indemnitee or any other director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its directors, officers, equity holders or debt holders, then such Observer shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of an Observer. The Observers shall be named as additionally named insureds on the D&O Insurance, with this insurance as primary over all other possibly applicable insurance. The Company and Indemnitee agree that the Observers are express third party beneficiaries of the terms of this Section 13.

14.General Provisions.

14.1Interpretation of Agreement and Scope. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of Expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

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14.2Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, then: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 13.1 hereof.

14.3Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

14.4Subrogation. Except as provided in Section 6, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights; provided, however, that any rights of recovery of Indemnitee pursuant to any (i) director liability insurance policy separately paid for by Indemnitee, Indemnitor Fund, or any other person or entity who appointed such Indemnitee pursuant to a right granted under the Company’s Certificate of Incorporation, the Company’s Bylaws, or agreements to which the Company is a party, or any of their respective affiliates or (ii) right to indemnity by Indemnitee, any affiliate of Indemnitee or any stockholder of the Company, shall not be subject to subrogation under this Section 13.4.

14.5Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute one agreement. Signatures received via email or through the use of an electronic signature platform (i.e., Docusign) are binding.

14.6Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successors by purchase, merger, consolidation, or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personnel and legal representatives.

14.7Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given: (a) if delivered by hand and signed for by the party addressee; (b) if mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date (c) if received via email or facsimile. Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

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14.8Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws.

14.9Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or Proceeding that arises out of or relates to this Agreement.

14.10Enforcement and Integration.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an Agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an Agent of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

14.11Duration of Agreement. All agreements and obligations of the Company contained herein shall continue for a period of five years following the period Indemnitee is an Agent and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any Proceeding commenced under Section 9 hereof) by reason of his or her serving as an Agent of the Company or its Subsidiary, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement.

14.12Security. To the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee

[Remainderof Page Intentionally Left Blank]

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INWITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.

FUSEMACHINES INC.:	INDEMNITEE:
By:	By:
Name:	Name:
Title:	Address:
Address:

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ExhibitA

FundIndemnitors

[None.]

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Exhibit21.1

Subsidiariesof the Registrant

Set forth below is a list of subsidiaries of Fusemachines Inc. (the “Registrant”) Other than as set forth below, all of the subsidiaries listed below are wholly-owned subsidiaries of the Registrant and are owned directly by the Registrant.

Subsidiary	Jurisdiction of Formation	Percentage of Ownership
Fusemachines USA Inc.	Delaware	100%
Fusemachines Nepal, Inc.	Delaware	100%
Fusemachines Nepal Private Ltd.	Nepal	Fusemachines<br> Nepal, Inc., the Registrant’s wholly-owned subsidiary, owns 158,965 Ordinary Shares. Business Oxygen Private Limited, a third<br> party, owns 39,750 Ordinary Shares and 1,110,250 Preference Shares.
Fusemachines Canada, Inc.	Ontario, Canada	100%
Fusemachines India, Inc.	Delaware	100%
Fusemachine Inc. Dominican Republic	Dominican Republic (local<br> branch)	100%

Exhibit 99.1

CSLMACQUISITION CORP.

CONDENSEDCONSOLIDATED BALANCE SHEETS

			December 31,<br> 2024
Assets:
Current assets:
Cash	14,041		$	83,227
Prepaid expenses	48,967			6,670
Due from related party	32,546			31,849
Other receivable, net of reserve for credit losses of 0 and 505,000 as of June 30, 2025 and December 31, 2024, respectively	—			—
Marketable securities held in trust account	16,572,304			16,053,202
Total current assets	16,667,858			16,174,948
Total Assets	16,667,858		$	16,174,948
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	290,372		$	330,180
Accrued expenses	1,200,779			968,615
Promissory note – related party	3,363,000			2,750,000
Accrued interest – related party	200,109			129,630
Deferred underwriting commissions	6,641,250			6,641,250
Total current liabilities	11,695,510			10,819,675
Total Liabilities	11,695,510			10,819,675
Commitments and Contingencies (Note 7)
Class A ordinary shares, 0.0001 par value; 500,000,000 shares authorized, 1,372,687 shares subject to redemption as of June 30, 2025 and December 31, 2024	16,572,304			16,053,202
Shareholders’ Deficit:
Preference shares, 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	—			—
Class A ordinary shares, 0.0001 par value; 500,000,000 shares authorized; 4,743,749 issued and outstanding, excluding 1,372,687 subject to possible redemption as of June 30, 2025 and December 31, 2024	474			474
Class B ordinary shares, 0.0001 par value; 50,000,000 shares authorized; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	0			0
Additional paid-in capital	1,442,020			—
Accumulated deficit	(13,042,450	)		(10,698,403	)
Total Shareholders’ Deficit	(11,599,956	)		(10,697,929	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	16,667,858		$	16,174,948

All values are in US Dollars.

Theaccompanying notes are an integral part of the unaudited condensed consolidated financial statements.

CSLMACQUISITION CORP.

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended<br> June 30,						For the Six Months Ended<br> June 30,
	2025			2024			2025			2024
Insurance expense	$	44,656		$	50,659		$	90,522		$	114,113
Dues and subscriptions		56,070			28,720			68,992			67,601
Administrative expenses – related party		30,000			30,000			60,000			60,000
Legal and accounting expenses		206,051			99,110			492,006			514,438
Interest, general and administrative expenses		37,640			23,741			70,508			42,328
Operating expenses		374,417			232,230			782,028			798,480
Loss from operations		(374,417	)		(232,230	)		(782,028	)		(798,480	)
Other (loss) income:
Loss on extinguishment of debt		—			—			(1,822,844	)		—
Dividends on marketable securities held in Trust Account		170,545			689,680			339,103			1,369,022
Covenant fees		—			190,000			—			225,000
Credit losses		—			(225,000	)		—			(225,000	)
Total other income (loss), net		170,545			654,680			(1,483,741	)		1,369,022
Net (loss) income	$	(203,872	)	$	422,450		$	(2,265,769	)	$	570,542
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		1,372,687			4,772,187			1,372,687			4,772,187
Basic and diluted net income per share, Class A ordinary shares stock subject to redemption	$	0.11		$	0.14		$	(0.08	)	$	0.25
Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		4,743,749			4,743,749			4,743,749			4,743,749
Basic and diluted net loss per share, non-redeemable Class A ordinary shares	$	(0.08	)	$	(0.05	)	$	(0.46	)	$	(0.13	)
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		1			1			1			1
Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.08	)	$	(0.05	)	$	(0.46	)	$	(0.13	)

Theaccompanying notes are an integral part of the unaudited condensed consolidated financial statements.

CSLMACQUISITION CORP.

CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN CLASS A ORDINARY SHARES

SUBJECTTO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

(unaudited)

FORTHE THREE AND SIX MONTHS ENDED JUNE 30, 2025

	Class A<br> Temporary Equity				Class A<br> Ordinary Shares				Class B<br> Ordinary Shares				Additional Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2025		1,372,687	$	16,053,202		4,743,749	$	474		1	$	0	$	—		$	(10,698,403	)	$	(10,697,929	)
Substantial premium on promissory note issuance		—		—		—		—		—		—		1,822,844			—			1,822,844
Sponsor waiver of administrative services fees		—		—		—		—		—		—		30,000			—			30,000
Remeasurement of Class A ordinary shares subject to redemption		—		258,558		—		—		—		—		(180,280	)		(78,278	)		(258,558	)
Net loss		—		—		—		—		—		—		—			(2,061,897	)		(2,061,897	)
Balance as of March 31, 2025 (unaudited)		1,372,687		16,311,760		4,743,749		474		1	$	0		1,672,564			(12,838,578	)		(11,165,540	)
Sponsor waiver of administrative services fees		—		—		—		—		—		—		30,000			—			30,000
Remeasurement of Class A ordinary shares subject to redemption		—		260,544		—		—		—		—		(260,544	)		—			(260,544	)
Net loss		—		—		—		—		—		—		—			(203,872	)		(203,872	)
Balance as of June 30, 2025 (unaudited)		1,372,687	$	16,572,304		4,743,749	$	474		1	$	0	$	1,442,020		$	(13,042,450	)	$	(11,599,956	)

FORTHE THREE AND SIX MONTHS ENDED JUNE 30, 2024

	Class A<br> Temporary Equity				Class A<br> Ordinary Shares				Class B<br> Ordinary Shares				Additional Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2024		4,772,187	$	51,976,918		4,743,749	$	474		1	$	0	$	—		$	(8,318,211	)	$	(8,317,737	)
Sponsor waiver of administrative services fees		—		—		—		—		—		—		30,000			—			30,000
Remeasurement of Class A ordinary shares subject to redemption		—		889,342		—		—		—		—		(30,000	)		(859,342	)		(889,342	)
Net income		—		—		—		—		—		—		—			148,092			148,092
Balance as of March 31, 2024 (unaudited)		4,772,187		52,866,260		4,743,749		474		1		0		—			(9,029,461	)		(9,028,987	)
Sponsor waiver of administrative services fees		—		—		—		—		—		—		30,000			—			30,000
Remeasurement of Class A ordinary shares subject to redemption		—		899,680		—		—		—		—		(30,000	)		(869,680	)		(899,680	)
Net income		—		—		—		—		—		—		—			422,450			422,450
Balance as of June 30, 2024 (unaudited)		4,772,187	$	53,765,940		4,743,749	$	474		1	$	0	$	—		$	(9,476,691	)	$	(9,476,217	)

Theaccompanying notes are an integral part of the unaudited condensed consolidated financial statements.

CSLMACQUISITION CORP.

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Six Months Ended<br> June 30,
	2025			2024
Cash Flows from Operating Activities:
Net (loss) income	$	(2,265,769	)	$	570,542
Adjustments to reconcile net income to net cash used in operating activities:
Loss on extinguishment of debt		1,822,844			—
Accrued dividends on marketable securities held in Trust Account		3,604			1,839
Sponsor waiver of administrative services fees		60,000			60,000
Changes in current assets and current liabilities:
Prepaid expense		(42,297	)		(34,757	)
Accounts payable		(39,808	)		(19,837	)
Accrued expenses		232,164			195,173
Accrued interest – related party		70,479			42,328
Due from related party		(697	)		—
Net cash (used in) provided by operating activities		(159,480	)		815,288
Cash Flows from Investing Activities:
Purchase of treasury and other marketable securities		(522,706	)		(1,790,861	)
Net cash used in investing activities		(522,706	)		(1,790,861	)
Cash Flows from Financing Activities:
Proceeds from promissory note – related party		613,000			900,000
Net cash provided by financing activities		613,000			900,000
Net Change in Cash		(69,186	)		(75,573	)
Cash – Beginning of the period		83,227			138,283
Cash – End of the period	$	14,041		$	62,710
Supplemental Disclosure of Non-cash Financing Activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	519,102		$	1,789,022
Substantial premium on promissory note issuance	$	1,822,844		$	—
Reserve for credit losses	$	—		$	225,000

Theaccompanying notes are an integral part of the unaudited condensed consolidated financial statements.

CSLMACQUISITION CORP.

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025

(unaudited)

NOTE1 — ORGANIZATION AND BUSINESS BACKGROUND

Organizationand General

CSLM ACQUISITION CORP. (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on April 13, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our initial Business Combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt. The Company’s unaudited condensed financial statements include CSLM Merger Sub, Inc. and CSLM Holdings, Inc., both wholly- owned subsidiaries of CSLM Acquisition Corp. and are presented on a consolidated basis (the “Financial Statements”).

The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2025, the Company had not commenced any operations. All activity from April 13, 2021 (inception) through June 30, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering” or “IPO”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

On July 13, 2023, the Company submitted a certificate of incorporation of name change to the Cayman Islands Registry of Companies to change our name from “Consilium Acquisition Corp I, LTD.” to “CSLM Acquisition Corp.”. The name change of the Company to CSLM Acquisition Corp. was effected on Nasdaq at the open of trading on July 18, 2023 and continued trading under the same ticker symbol “CSLM”. The name change does not affect the rights of the Company’s securities holders.

Financing

On January 18, 2022, the Company consummated its Initial Public Offering of 18,975,000 units (the “Units”), including the issuance of 2,475,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), one right to acquire one-tenth of an Ordinary Share, and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000.

Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 7,942,500 private placement warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Consilium Acquisition Sponsor I, LLC (the “Sponsor”), generating gross proceeds to the Company of $7,942,500. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

A total of $2,250,000 was deposited to the Company’s operating account and a total of $191,647,500, comprised of a portion of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the Company’s completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination by October 18, 2024 after depositing $70,000 into the Trust Account for each one month Extension or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination by October 18, 2024, subject to applicable law.

On July 13, 2023 as approved by its shareholders at an extraordinary general meeting held on July 13, 2023 (the “Special Meeting”), The Company, and its trustee, Continental Stock Transfer & Trust Company amended (the “Amendment”) the Investment Management Trust Agreement, dated as of January 12, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) and the Company, in order to allow the Company to extend the time to complete a business combination by fifteen (15) additional one (1) month periods until, October 18, 2024 (the “Termination Date”) by depositing into the Trust Account $70,000 for each one-month extension. At the Special Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until October 18, 2024 and the Amendment in accordance with the Company’s Amended and Restated Memorandum of Association and Articles of Association (the “Articles of Association”).

In connection with the shareholders’ vote at the Special Meeting, 14,202,813 Class A shares were tendered for redemption. Shareholders validly redeemed their Class A ordinary shares for $149,486,187, or approximately $10.53 per Class A ordinary share. The trustee processed the redemptions on July 11, 2023 and distributed amounts from the Trust Account to the redeeming shareholders on July 26, 2023.

Immediately after the Special Meeting, the Company extended the time to complete the business combination by one (1) month to August 18, 2023, and deposited the sum of $70,000 into the Trust Account in accordance with the terms of the Trust Agreement. As of June 30, 2025, the Company has exercised thirteen (13) of the fifteen (15) additional one (1) month extension periods, depositing an aggregate of $910,000 into the Trust Account, to extend the time to complete the business combination to April 18, 2024.

On August 18, 2024, as approved by its shareholders at the annual general meeting held on August 18, 2024 (the “Annual Meeting”), the Company and its trustee, Continental Stock Transfer & Trust Company, amended the Investment Management Trust Agreement dated January 12, 2022, as amended on July 13, 2023, in order to allow the Company to extend the time to complete a business combination on a month-to-month basis, until July 18, 2025 (the “Extended Termination Date” or the “Extended Combination Period”) by placing $30,000 into the Company’s Trust Account. As of June 30, 2025, the Company has exercised eleven (11) additional one-month extension periods, depositing an aggregate of $330,000 into the Trust Account to extend the time to complete the business combination to July 18, 2025.

On July 14, 2025, the shareholders’ at the extraordinary meeting held on July 14, 2025 (the “Extraordinary Meeting”) approved an amendment to the Trust Agreement that allows the Company to extend the time to complete a business combination on a semi-month basis, until October 18, 2025 by placing into the Company’s trust account he lesser of $0.02 per non-redeemed Class A ordinary share, or $15,000 (see Note 10).

In connection with the Extraordinary Meeting, 371,545 Class A shares were tendered for redemption. Shareholders validly redeemed their Class A ordinary shares for $4,492,794, or approximately $12.10 per Class A ordinary share (see Note 10).

On July 28, 2025, the Company held a meeting (the “Approval Meeting”) to approve the Business Combination. At the Meeting, 5,186,264 or 84.79% of such Shares were represented in person or by proxy, and the Business Combination was approved. In connection with the Approval Meeting, 99,187 Class A ordinary shares were tendered for redemption. Shareholders validly redeemed their Class A ordinary shares for $1,196,195, or approximately $12.06 per Class A ordinary share. As a result, 901,955 Class A ordinary shares subject to redemption remained outstanding (see Note 10).

MergerAgreement

On January 22, 2024, the Company entered into a Merger Agreement, by and among the Company, CSLM Merger Sub Inc. (“Merger Sub”), and Fusemachines Inc., a Delaware corporation (“Fusemachines”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into Fusemachines, after which Fusemachines will be the surviving corporation and a wholly owned subsidiary of the Company.

On August 27, 2024, the Company entered into an amendment to the Merger Agreement (the “Merger Agreement Amendment”) whereby the Company will continue out of the Cayman Islands and into the State of Delaware to re-domicile and become a newly formed Delaware corporation by means of a merger with the Company, pursuant to the Cayman Islands Companies law and the applicable provisions of the Delaware General Corporation Law, with such newly formed Delaware corporation becoming the surviving corporation in the merger. In addition the Merger Agreement Amendment includes a provision that increases the amount the Company may borrow from the Sponsor from $2,000,000 to $2,750,000.

On February 4, 2025, the Company issued a third amended and restated promissory note (the “3rd A&R WC Promissory Note”) pursuant to which the Company may borrow up to an aggregate principal amount of $3,000,000. The 3rd A&R Promissory Note additionally includes a conversion feature whereby, notwithstanding the foregoing in the event of the Business Combination, the outstanding balance may be repaid at the Sponsor’s discretion, in cash or $1,491,000 of the principal and accrued and unpaid interest shall be converted into the Company’s Class A ordinary shares at a share price of four dollars ($4.00), the balance of which shall be payable in cash at the closing of the Business Combination.

On February 4, 2025, Fusemachines, the Company, and CSLM Merger Sub, Inc. entered into the second amendment to the Merger Agreement (the “2nd Amendment”) which amends the Merger Agreement dated January 22, 2024 and the Merger Agreement Amendment dated August 27, 2024 (together, the “Original Merger Agreement”). The 2nd Amendment (a) amends the definition of the “PIPE Investment Amount” to mean the sum of (i) $8,840,000, and (ii) the Contingent PIPE Investment Amount, if any; and (b) removes the delay fees incurred in connection with delivery of Fusemachines’ financial statements.

In connection with the 2nd Amendment, an affiliate (the “Sponsor Affiliate”) of the Sponsor, provided financing to Fusemachines in the amount of $2,160,000, in exchange for a new convertible note which note shall convert into shares of common stock of Fusemachines at a price of $0.44 per share (a) automatically at the time of the Business Combination, or (b) on July 12, 2025 at the option of the holder, if not, then payable in cash (the “Escrow Note”). The funds from the Escrow Note shall be put in an escrow account held at Continental Stock Transfer and Trust Company, CSLM’s transfer agent (“CST”) pursuant to an escrow agreement among CSLM, the Sponsor Affiliate, Fusemachines and CST (the “Escrow Agreement”) and shall be released to the Surviving Corporation upon the consummation of the Business Combination. In addition, the maturity dates on the two promissory notes issued by Fuse to the Sponsor Affiliate on January 25, 2024 in the amounts of $4.5 million and $2 million, were extended to July 12, 2025.

On February 4, 2025, in connection with the 2nd Amendment, the parties to that certain Subscription Agreement dated January 25, 2024 among Fusemachines, the Company, the Sponsor and an affiliate of the Sponsor (the “Subscription Agreement”), entered into an amendment to the Subscription Agreement to revise the PIPE Investment Amount to $8,840,000 (the “Subscription Agreement Amendment”).

Risksand Uncertainties

Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, adverse developments affecting the financial services industry, and geopolitical instability, such as the military conflict in the Ukraine and the middle east.

Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

GoingConcern Consideration

As of June 30, 2025 and December 31, 2024, the Company had $14,041 and $83,227 in cash, respectively, and a working capital deficit of $4,958,706 and $4,056,679, respectively, excluding Marketing Securities held in the Trust Account and the Deferred Underwriter Fee liability.

The Company’s liquidity needs through June 30, 2025 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” and shares thereof, “founder shares”), the Initial Public Offering and the sale of the private placement warrants (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs and an unsecured promissory note bearing interest at 4.75% per annum for working capital needs.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period within one year after the date that the Financial Statements are issued. Management plans to address this uncertainty through related party loans from the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates (“Working Capital Loans”) (see Note 5) and effecting a Business Combination. However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period.

The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying Financial Statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented.

The accompanying Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on April 11, 2025, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2024 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim periods

EmergingGrowth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Useof Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cashand Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

MarketableSecurities Held in Trust Account

Following the closing of the Initial Public Offering on January 18, 2022, an amount of $191,647,500 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares.

NetIncome (Loss) Per Ordinary Share

The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable Class A and Class B ordinary shares following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable Class A and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the total number of shares outstanding for each share class at each respective period, before and after redemptions and conversions, for the three and six months ended June 30, 2025 and 2024, reflective of the respective participation rights.

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three and six months ended June 30, 2025 (in dollars, except per share amounts):

	For the<br> Three Months<br> Ended <br> June 30,<br> 2025
Net loss	$	(203,872	)
Remeasurement of temporary equity to redemption value		(260,544	)
Net loss including remeasurement of temporary equity to redemption value	$	(464,416	)
	For the Three Months Ended<br> June 30, 2025
---	---	---	---	---	---	---	---	---	---
	Class A<br> Redeemable			Class A<br> Non-redeemable			Class B<br> Non-redeemable
Total number of shares		1,372,687			4,743,749			1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage	$	(104,227	)	$	(360,189	)	$	0
Deemed dividend for remeasurement of temporary equity to redemption value		260,544			—			—
Total net income (loss) allocated by class	$	156,317		$	(360,189	)	$	0
Denominator:
Weighted-average shares outstanding		1,372,687			4,743,749			1
Basic and diluted net income (loss) per share	$	0.11		$	(0.08	)	$	(0.08	)
	For the <br> Six Months<br> Ended<br> June 30,<br> 2025
---	---	---	---
Net loss	$	(2,265,769	)
Remeasurement of temporary equity to redemption value		(519,102	)
Net loss including remeasurement of temporary equity to redemption value	$	(2,784,871	)
	For the Six Months Ended<br> June 30, 2025
---	---	---	---	---	---	---	---	---	---
	Class A<br> Redeemable			Class A<br> Non-redeemable			Class B<br> Non-redeemable
Total number of shares		1,372,687			4,743,749			1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage	$	(624,997	)	$	(2,159,874	)	$	0
Deemed dividend for remeasurement of temporary equity to redemption value		519,102			—			—
Total net loss allocated by class	$	(105,895	)	$	(2,159,874	)	$	0
Denominator:
Weighted-average shares outstanding		1,372,687			4,743,749			1
Basic and diluted net loss per share	$	(0.08	)	$	(0.46	)	$	(0.46	)

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three and six months ended June 30, 2024 (in dollars, except per share amounts):

	For the <br> Three Months<br> Ended<br> June 30,<br> 2024
Net income	$	422,450
Remeasurement of temporary equity to redemption value		(899,680	)
Net loss including remeasurement of temporary equity to redemption value	$	(477,230	)
	For the Three Months Ended<br> June 30, 2024
---	---	---	---	---	---	---	---	---	---
	Class A<br> Redeemable			Class A<br> Non-redeemable			Class B<br> Non-redeemable
Total number of shares		4,772,187			4,743,749			1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income including remeasurement of temporary equity to redemption value based on ownership percentage	$	(239,329	)	$	(237,901	)	$	0
Deemed dividend for remeasurement of temporary equity to redemption value		899,680			—			—
Total net income (loss) allocated by class	$	660,351		$	(237,901	)	$	0
Denominator:
Weighted-average shares outstanding		4,772,187			4,743,749			1
Basic and diluted net income (loss) per share	$	0.14		$	(0.05	)	$	(0.05	)
	For the<br> Six Months<br> Ended<br> June 30,<br> 2024
---	---	---	---
Net income	$	570,542
Remeasurement of temporary equity to redemption value		(1,789,022	)
Net loss including remeasurement of temporary equity to redemption value	$	(1,218,480	)
	For the Six Months Ended<br> June 30, 2024
---	---	---	---	---	---	---	---	---	---
	Class A<br> Redeemable			Class A<br> Non-redeemable			Class B<br> Non-redeemable
Total number of shares		4,772,187			4,743,749			1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income including remeasurement of temporary equity to redemption value based on ownership percentage	$	(611,061	)	$	(607,419	)	$	0
Deemed dividend for remeasurement of temporary equity to redemption value		1,789,022			—			—
Total net income (loss) allocated by class	$	1,177,961		$	(607,419	)	$	0
Denominator:
Weighted-average shares outstanding		4,772,187			4,743,749			1
Basic and diluted net income (loss) per share	$	0.25		$	(0.13	)	$	(0.13	)

Fairvalue of Financial Instruments

ASC Topic 820, Fair Value Measurement, defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants.

Fair value measurements are classified on a three-tier hierarchy as follows:

●	Level<br> 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
●	Level<br> 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted<br> prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;<br> and
---	---
●	Level<br> 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,<br> such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable.
---	---

In many cases, if a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

DerivativeFinancial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrantsand Rights

The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private placement warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ deficit.

OrdinaryShares Subject to Possible Redemption

Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In connection with the shareholders’ vote at the Special meeting of shareholders held by the Company on June 29, 2023, 14,202,813 Class A ordinary shares were tendered for redemption for an aggregate value of $149,486,187 and distributed from the Trust Account on July 26, 2023. In connection with the shareholders’ vote at the Annual Meeting of the shareholders held by the Company on August 18, 2024, 3,399,500 Class A ordinary shares were tendered for redemption at an aggregate value of $38,596,223 and distributed from the Trust Account on August 21, 2024. Accordingly, at June 30, 2025 and December 31, 2024, 1,372,687 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

The proceeds of the offering were allocated to the Class A ordinary shares and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A ordinary shares subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. The Company has recorded remeasurements of $260,544 and $899,680 for the three months ended June 30, 2025 and 2024, respectively, and $519,102 and $1,789,022 for the six months ended June 30, 2025 and 2024, respectively.

Incometaxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2025 or December 31, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2025 or December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

CovenantFees

Pursuant to the Merger Agreement, Fusemachines is covenanted to deliver to the Company its audited financial statements for the twelve month periods ended December 31, 2023 and 2022 (the “Fusemachines Audited Financial Statements”) for inclusion in the registration statement on Form S-4 to be filed by the Company in connection with the Business Combination (the “Registration Statement”), and that such Fusemachines Audited Financial Statements have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies. Fusemachines has covenanted to provide the Fusemachines Audited Financial Statements no later than February 29, 2024, or incur delay fees in the amount equal to $35,000 for the first one-month delay to March 31, 2024 (pro-rated for a partial month), $50,000 for the second one-month delay to April 30, 2024 and thereafter $70,000 for each subsequent one-month delay (pro-rated for any partial month). The Company determined that collection of the other receivable was not probable in June 2024 and established a reserve for credit losses equal to the other receivable.In connection with the 2nd Amendment, the delay fees clause related to delayed delivery of Fusemachine’s Audited Financial Statements were removed and such delay fees incurred were forgiven. As such, the Company recorded a write off of the receivable and a corresponding reduction to the reserve for credit losses. As such, $505,000 of other receivable and $505,000 reserve for credit losses was removed from the condensed consolidated balance sheets during the six months ended June 30, 2025.

RelatedParties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Concentrationof Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2025 and December 31, 2024, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

RecentAccounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

The Company has considered all new accounting pronouncements and has concluded that there are no additional new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

NOTE3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 18,975,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares, one right and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6).

An aggregate of $10.10 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

NOTE4 — PRIVATE PLACEMENT

The Company entered into an agreement with the Sponsor pursuant to which the Sponsor purchased an aggregate of 7,942,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating proceeds of $7,942,500 in the aggregate in a private placement that occurred substantially concurrently with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of ordinary shares at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE5 — RELATED PARTY TRANSACTIONS

Founder Shares

In July 2021, the Sponsor purchased 4,743,750 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 618,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment was not exercised in full or in part, so that the number of Founder Shares collectively represented approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. In August 2021, the Sponsor transferred 50,000 founder shares to each of the Company’s independent director nominees. The Company will account for the transfer of founder shares under ASC 718-10-15-4 and record a compensation expense upon completion of a Business Combination.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

AdministrativeServices Agreement

The Company entered into a support services agreement, commencing on the effective date of the initial public offering, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. The Sponsor has waived all payments under the support services agreement. The Company has recorded the waived payments as capital contributions from the Sponsor and has recorded $30,000 and $30,000 to the consolidated statements of operations for the three months ended June 30, 2025 and 2024, respectively, and $60,000 and $60,000 to the consolidated statements of operations for the six months ended June 30, 2025 and 2024, respectively.

PromissoryNote — Related Party

In July 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On January 18, 2022, the Company repaid $206,313 for amounts outstanding under the Promissory Note balance, resulting in an overpayment of $25,000. The Company also made payments related to Sponsor invoices. These items are recorded within due from related party on the condensed balance sheet as of June 30, 2025 and December 31, 2024.

In February 2023, the Sponsor issued an unsecured promissory note to the Company (the “WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The WC Promissory Note bears interest at a rate of 4.75% per annum and is payable on the earlier of the date by which the Company has to complete a business combination or the effective date of a business combination. On January 18, 2024, the Company issued an amended and restated promissory note (the “A&R WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $2,000,000. The A&R WC Promissory Note does not amend any other existing terms.

The Company determined that the third amendment to the WC Promissory note is not considered a troubled debt restructuring and that the inclusion of a conversion feature is a substantive modification. As a result, the issuance of the 3rd A&R WC Promissory Note on February 4, 2025 is accounted for as a debt extinguishment in accordance with ASC 470-50, “Modification and Extinguishments”. During the three and six months ended June 30, 2025, the Company recognized a loss on extinguishment of debt of $0 and $1,822,844, respectively, in the condensed consolidated statement of operations. Additionally, the Company determined that the 3rd A&R WC Promissory Note was issued at a substantial premium due to the inclusion of the conversion feature in accordance with ASC 470-20, “Debt with Conversion and Other Options”. During the three and six months ended June 30, 2025, the Company recognized the substantial premium in excess of the principal and accrued interest of $0 and $1,822,844, respectively, in additional paid-in capital on the condensed consolidated balance sheets.

On May 23, 2025, the Company amended the 3rd A&R WC Promissory Note solely to increase the amount the Company may borrow from $3,000,000 to $4,000,000. All other provisions of the 3rd A&R WC Promissory Note remain the same.

As of June 30, 2025 and December 31, 2024, the Company had borrowed $3,363,000 and $2,750,000, respectively, and accrued interest of $200,109 and $129,630, respectively.

RelatedParty Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of June 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

NOTE6 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 shares of preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2025 and December 31, 2024, there were no shares of preference shares issued or outstanding.

Class A Ordinary shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. In connection with the shareholders’ vote at the Special meeting of shareholders held by the Company on June 29, 2023, 14,202,813 redeemable Class A ordinary shares were tendered for redemption for an aggregate value of $149,486,187 and distributed from the Trust Account on July 26, 2023. On July 13, 2023, the Company issued 4,743,749 shares of its non-redeemable Class A ordinary shares to the Sponsor upon the conversion of an equal number of Class B ordinary shares. The non-redeemable Class A ordinary shares are the same as the Class B ordinary shares in that they do not have redemption rights and are not entitled to proceeds from liquidation from the Trust Account if the Company does not consummate a business combination. However, unlike the Class B ordinary shares, the non-redeemable Class A ordinary shares do not have voting rights to appoint or remove directors of the Company. In connection with the shareholders’ vote at the Annual Meeting of shareholders held by the Company on August 18, 2024, 3,399,500 redeemable Class A ordinary shares were tendered for redemption for an aggregate value of $38,596,223 and distributed from the Trust Account on August 21, 2024. At June 30, 2025 and December 31, 2024, there were 1,372,687 non-redeemable Class A ordinary shares issued or outstanding, excluding 4,772,187 redeemable Class A ordinary shares issued and outstanding subject to possible redemption, at redemption value.

Class B Ordinary shares — The Company is authorized to issue 50,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. On July 13, 2023, the Company issued 4,743,749 shares of its non-redeemable Class A ordinary shares to the Sponsor upon the conversion of an equal number of Class B ordinary shares. At June 30, 2025 and December 31, 2024, there was one (1) shares of Class B ordinary shares issued and outstanding.

With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason.

The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of a Business Combination, even if the holder of a right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business Combination.

The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchases at least two units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the share of Class A ordinary shares issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a) (9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00. Once the public warrants become exercisable, the Company may redeem the Public Warrants:

●	in<br> whole and not in part;
●	at<br> a price of $0.01 per warrant;
---	---
●	upon<br> not less than 30 days’ prior written notice of redemption to each warrant holder; and
---	---
●	if,<br> and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a<br> 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders
---	---

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable by the Company.

NOTE7 — COMMITMENTS AND CONTINGENCIES

Registrationand Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

UnderwritingAgreement

The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 2,475,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 18, 2022, the date of the Initial Public Offering. The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $3,795,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $6,641,250 in the aggregate. The deferred fee is payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On November 28, 2023, the Company and the underwriter entered into an agreement under which (i) the Sponsor will transfer 426,000 Class A ordinary shares held by the Sponsor to the underwriter upon the closing of the Company’s initial business combination and (ii) the underwriter will waive the deferred underwriter fee payable and any deferred underwriting commissions payable pursuant to the underwriter agreement dated April 22, 2021. For avoidance of doubt, the agreement applies only if the initial Business Combination is consummated, and the transfer of shares is effective and completed. Except as specifically amended in the agreement, all terms of the underwriting agreement dated April 22, 2021 shall remain in full force and effect.

FinancialServices Agreement

The Sponsor entered into a financial services agreement (the “Financial Services Agreement”) with a service provider (the “Broker-Dealer”) for a period of twelve (12) months commencing October 13, 2022, to provide broker-dealer services. In accordance with the Financial Services Agreement, the Broker-Dealer will be paid a fee in the form of 125,000 shares of common stock in the surviving entity of the proposed business combination with Fusemachines. Compensation due to the Broker-Dealer is in scope of ASC 718 Compensation — Stock Compensation (“ASC 718”) and SAB Topic 5T. The consummation of the initial business combination is considered a performance condition under ASC 718 and stock based compensation should not be recognized until the performance condition is considered probable. As business combinations are not considered probable until consummated, the Company will not recognize compensation costs related to the Consulting Services Agreements until the consummation of the initial business combination. The unrecognized stock-based compensation expense related to the Consulting Agreements was $533,750 as of June 30, 2025 and December 31, 2024.

ConsultingAgreements

The Sponsor entered into consulting services agreements (the “Consulting Services Agreements”) with a service provider (the “Consultant”) on April 10, 2023 and September 5, 2023 to provide consulting, advisory and related services to the Sponsor and to the Company on behalf of the Sponsor. In accordance with the Consulting Services Agreements, the Consultant will purchase and the Sponsor will sell 75,000 shares of its Class B ordinary shares of the Company at a price of $0.006 per share in return for such services. The Consulting Services Agreements are contingent upon the consummation of the initial business combination. Compensation due to the Consultant is in scope of ASC 718 Compensation - Stock Compensation (“ASC 718”) and SAB Topic 5T. The consummation of the initial business combination is considered a performance condition under ASC 718 and stock based compensation should not be recognized until the performance condition is considered probable. As business combinations are not considered probable until consummated, the Company will not recognize compensation costs related to the Consulting Services Agreements until the consummation of the initial business combination. The unrecognized stock-based compensation expense related to the Consulting Agreements was $819,950 as of June 30, 2025 and December 31, 2024.

CapitalMarkets Advisory Agreement

The Company entered into a capital markets advisory agreement (the “Advisory Agreement”) with a service provider (the “Advisor”) on June 21, 2024 to provide capital markets advisory services to the Company. In accordance with the Advisory Agreement, the Advisor will be paid an advisory fee comprised of $100,000 in cash and 75,000 common shares of the post initial business combination entity (the “Advisory Fee”). The Advisory agreement is contingent upon consummation of the initial business combination. The cash compensation due to the Advisor is in scope of ASC 450 Contingencies (“ASC 450”) and the share based compensation due to the Advisor is in scope of ASC 718. The consummation of the initial business combination is considered a loss contingency under ASC 450 and is considered a performance condition under ASC 718 and the Advisory Fee should not be recognized until considered probable. As business combinations are not considered probable until consummated, the Company will not recognize compensation costs related to the Advisory Fee until the consummation of the initial business combination. The unrecognized stock-based compensation expense related to the Advisory Agreement was $607,500 as of June 30, 2025 and December 31, 2024.

NOTE8 — FAIR VALUE MEASUREMENTS

RecurringFair Value Measurements

At June 30, 2025 and December 31, 2024, the Company’s marketable securities held in the Trust Account were valued at $16,572,304 and $16,053,202, respectively. The marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re- measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents the fair value information, as of June 30, 2025 and December 31, 2024, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis:

	(Level 1)		(Level 2)		(Level 3)
As of June 30, 2025
Assets:
Treasury Trust Funds held in Trust Account	$	16,572,304	$	—	$	—
As of December 31, 2024
Assets:
Treasury Trust Funds held in Trust Account	$	16,053,202	$	—	$	—

Non-RecurringFair Value Measurements

On February 4, 2025, the Company entered into a third amendment on its WC Promissory Note which resulted in the Company accounting for the 3rd A&R WC Promissory Note as a debt extinguishment (see Note 5). As a result, the Company measured the 3rd A&R WC Promissory Note at its reacquisition price, which is the fair value of the amended debt instrument on February 4, 2025, or $4,715,000. The 3rd A&R WC Promissory Note was issued at a substantial premium (see Note 5), which resulted in recording the substantial premium in excess of principal and accrued interest through additional paid-in capital. As such, on February 4, 2025, $2,750,000 of principal and $142,156 of accrued interest were re-established as liabilities, and $1,822,844 of substantial premium was recognized in additional paid-in capital on the condensed consolidated balance sheets. The 3rd A&R WC Promissory Note reacquisition price is deemed a Level 3 fair value measurement.

The Company valued the reacquisition price of the 3^rd^ A&R WC Promissory Note as the difference between the probability -weighted value of cash payoff amount and the present value of stock payoff amount. Significant assumptions utilized in the analysis include an estimated Class A ordinary share price of the post-business combination entity of $8.82 per share and a discount rate of 4.30% based on U.S. Treasury securities with a term commensurate with the remaining timeline of the Combination Period.

The following table sets forth a level 3 rollforward for the three and six months ended June 30, 2025:

Balance – December 31, 2024	$	—
Issuance of 3rd A&R WC Promissory Note		4,715,000
Balance – March 31, 2025		4,715,000
Additions (Reductions)		—
Change in fair value		—
Balance – June 30, 2025	$	4,715,000

NOTE9 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The CODM uses net income or loss to manage the business and forecasts to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews significant expenses, which are consistent with those reported on the statements of operations, to manage, maintain, and enforce contractual agreements to ensure costs are aligned with agreements and the budget. The measure of segment assets is reported on the balance sheets as total assets. All segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

NOTE10 — SUBSEQUENT EVENTS

On July 14, 2025, the shareholders at the Extraordinary Meeting approved an amendment to the Trust Agreement that allows the Company to extend the time to complete a business combination on a semi-month basis, until October 18, 2025 by placing into the Company’s trust account he lesser of $0.02 per non-redeemed Class A ordinary share, or $15,000.

In connection with the Extraordinary Meeting, 371,545 Class A ordinary shares were tendered for redemption. Shareholders validly redeemed their Class A ordinary shares for $4,492,794, or approximately $12.10 per Class A ordinary share.

On July 17, 2025, the Company deposited $15,000 into the Company’s trust account in order to further extend the amount of time it has available to complete a business combination to August 3, 2025.

On July 28, 2025, the Company held the Approval Meeting to approve the Business Combination. At the Meeting, 5,186,264 or 84.79% of such Shares were represented in person or by proxy, and the Business Combination was approved. In connection with the Approval Meeting, 99,187 Class A ordinary shares were tendered for redemption. Shareholders validly redeemed their Class A ordinary shares for $1,205,122, or approximately $12.15 per Class A ordinary share. As a result, 901,955 Class A ordinary shares subject to redemption remained outstanding.

On July 31, in connection with the Merger Agreement, the Company, CSLM Holdings, Inc., and Fusemachines entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Meteora Capital Partners, L, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC for an OTC Equity Prepaid Forward Transaction. The Forward Purchase Agreement is not being entered into to provide any capital to ensure that the Company meets the minimum cash requirements for its initial business combination. Instead, the Company entered into the Forward Purchase Agreement to provide access to additional non-dilutive growth capital at the Company’s discretion in replacement of redeemed Trust Account assets. Pursuant to the terms of the Forward Purchase Agreement, the Seller intended, but was not obligated, to own and hold up to 3,000,000 Maximum Number of Shares.

On August 3, 2025, the Company deposited $15,000 into the Company’s trust account in order to further extend the amount of time it has available to complete a business combination to August 18, 2025.

Exhibit 99.2

FusemachinesInc. and Subsidiaries

CondensedConsolidated Interim Balance Sheets

(allamounts in USD, in thousands, except number of shares and per share data)

		****	December 31,<br><br> <br>2024		****
		****	****		****
Assets
Current Assets:
Cash and cash equivalents	471			500
Accounts receivable, current, net	1,077			1,427
Unbilled revenue	112			113
Deferred transaction costs	1,724			1,865
Prepaid expenses and other current assets	182			219
Total current assets	3,566			4,124
Property and equipment, net	303			348
Intangible assets, net	198			187
Accounts receivable, net	-			4
Deferred tax asset	10			10
Operating lease right-of-use assets	827			870
Other assets	13			5
Total assets	4,917			5,548
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	7,986			6,537
Accrued expenses and other current liabilities	3,664			3,700
Deferred revenue	-			54
Convertible notes payable, at fair value, current	9,170			8,986
Convertible notes payable, current	255			255
Related party convertible notes payable, at fair value, current	7,780			-
Related party loan payable, current	700			700
Operating lease liability, current	82			74
Total current liabilities	29,637			20,306
Related party convertible notes payable, at fair value	-			6,524
Convertible notes payable	380			200
Warrant liability	849			945
Cumulative mandatorily redeemable common and preferred stock liability	1,047			1,000
Operating lease liability	836			878
Total liabilities	32,749			29,853
Commitments and contingencies (Note 16)
Stockholders’ deficit:
Convertible preferred stock (0.00001 par value, 9,076,734 shares authorized as of June 30,2025 and December 31, 2024; 9,043,234 shares issued and outstanding as of June 30,2025 and December 31, 2024	7,865			7,865
Common stock (0.00001 par value, 24,200,000 shares authorized as of June 30,2025 and December 31, 2024; 11,716,680 shares issued, and 11,049,680 shares and 11,039,388 outstanding as of June 30,2025 and December 31, 2024, respectively)	2			2
Treasury stock, at cost (667,000 and 667,000 as of June 30,2025 and December 31, 2024, respectively)	(2,903	)		(2,903	)
Additional paid in capital	5,210			4,698
Accumulated deficit	(38,256	)		(34,217	)
Accumulated other comprehensive income	250			250
Total stockholders’ deficit	(27,832	)		(24,305	)
Total liabilities and stockholders’ deficit	4,917			5,548

All values are in US Dollars.

Theaccompanying notes are an integral part of these condensed consolidated interim financial statements.

FusemachinesInc. and Subsidiaries

CondensedConsolidated Interim Statements of Operations and Comprehensive Loss

(allamounts in USD, in thousands, except number of shares and per share data)

					****
		****	2024		****
					****
Revenue	3,987			4,368
Cost of revenue	(1,692	)		(1,901	)
Gross profit	2,295			2,467
Operating expenses:
Selling and marketing	641			1,085
General and administrative	3,499			4,812
Research and development	324			379
Total operating expenses	4,464			6,276
Loss from operations	(2,169	)		(3,809	)
Other (expense) income:
Interest expense	(139	)		(68	)
Loss on extinguishment of convertible notes payable / notes payable	(391	)		(601	)
Gain/(Loss) on change in fair value of convertible notes and warrant liability	(1,344	)		(1,992	)
Other (expense) income	4			(48	)
Total other (expense)/income, net	(1,870	)		(2,709	)
Loss before income taxes	(4,039	)		(6,518	)
Provision for income tax	-			-
Equity in earnings of investee, net of income tax provision of 0 and 0, respectively	-			1
Net loss	(4,039	)		(6,517	)
Other comprehensive income (loss)
Change in foreign currency translation adjustment	0			1
Total comprehensive loss	(4,039	)		(6,516	)
Net loss per share - basic and diluted	(0.37	)		(0.63	)
Weighted-average common shares outstanding - basic and diluted	11,049,680			10,283,856

All values are in US Dollars.

Theaccompanying notes are an integral part of these condensed consolidated interim financial statements.

FusemachinesInc. and Subsidiaries

CondensedConsolidated Interim Statements of Stockholders’ Deficit

(allamounts in USD, in thousands, except number of shares and per share data)

****	Convertible preferred<br><br> <br>stock				Common stock				Treasury Stock				****	Additional paid-in		Accumulated		****	Accumulated other comprehensive		Total Stockholders’		****
****	Shares		Amount		Shares		Amount		Shares		Amount		****	capital		deficit		****	income		deficit		****
Balance at December 31, 2024		9,043,234	$	7,865		11,039,388	$	2		667,000		(2,903	)	$	4,698	$	(34,217	)	$	250	$	(24,305	)
Stock-based compensation		-		-		-		-		-		-			118		-			-		118
Net loss		-		-		-		-		-		-			-		(4,039	)		-		(4,039	)
Issuance of shares upon repayment and forgiveness of 2023 Promissory Notes		-		-		10,292		-		-		-			3		-			-		3
Loss from extinguishment of convertible notes payable		-		-		-		-		-		-			391		-			-		391
Foreign currency translation		-		-		-		-		-		-			-		-			-		-
Balance at June 30, 2025 (unaudited)		9,043,234	$	7,865		11,049,680	$	2		667,000	$	(2,903	)	$	5,210	$	(38,256	)	$	250	$	(27,832	)
****	Convertible preferred<br><br> <br>stock				Common stock					Treasury Stock				****	Additional paid-in		Accumulated		****	Accumulated other comprehensive		Total Stockholders’		****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
****	Shares		Amount		Shares		****	Amount		Shares		Amount		****	capital		deficit		****	income		deficit		****
Balance at December 31, 2023		9,043,234	$	7,865		9,220,534		$	2		-		-		$	2,307	$	(18,834	)	$	193	$	(8,467	)
Stock-based compensation		-		-		-			-		-		-			644		-			-		644
Net loss		-		-		-			-		-		-			-		(6,518	)		-		(6,518	)
Common stock repurchase		-		-		(667,000	)		-		667,000		(2,903	)		-		-			-		(2,903	)
Exercise of stock options		-		-		26,146			-		-		-			12		-			-		12
Gain on extinguishment recorded as a capital transaction		-		-		-			-		-		-			343		-			-		343
Issuance of shares upon repayment of 2023 Promissory Notes		-		-		1,844,583			-		-		-			877		-			-		877
Foreign currency translation		-		-		-			-		-		-			-		-			1		1
Balance at June 30, 2024 (unaudited)		9,043,234	$	7,865		10,424,263		$	2		667,000	$	(2,903	)	$	4,183	$	(25,352	)	$	194	$	(16,011	)

Theaccompanying notes are an integral part of these condensed consolidated interim financial statements.

FusemachinesInc. and Subsidiaries

CondensedConsolidated Interim Statements of Cash Flows

(allamounts in USD, in thousands)

****	Six months ended June 30,					****
****	2025		****	2024		****
****	(Unaudited)					****
Cash flows from operating activities
Net loss		(4,039	)		(6,517	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment		50			56
Amortization of intangible asset		42			26
Provision for credit losses		61			90
Stock-based compensation		118			644
Amortization of right-of-use assets		43			68
Changes in fair value of Convertible Notes at Fair Value		1,440			1,619
Change in fair value of common stock warrant liability		(96	)		373
Accretion of cumulative mandatorily redeemable common and preferred stock liability		47			37
Equity method investment obtained in exchange for services		-			(85	)
Loss on extinguishment of Notes Payable		-			601
Loss on extinguishment of convertible notes payable		391			-
Unrealized Foreign exchange gain/(loss)		(1	)		-
Changes in operating assets and liabilities:
Accounts receivable, current, net		285			(845	)
Unbilled revenue		1			(106	)
Prepaid expenses and other current assets		37			(160	)
Accounts receivable, net		4			12
Other assets		(6	)		2
Accounts payable		1,589			1,730
Operating lease liabilities		(34	)		(56	)
Accrued expenses and other current liabilities		(27	)		481
Deferred revenue		(54	)		2
Net cash used in operating activities		(149	)		(2,028	)
Cash flows from investing activities
Costs capitalized for internally developed software		(54	)		(70	)
Purchases of property and equipment		(6	)		(48	)
Payment made to capital creditors		-			(20	)
Disposal of property and equipment		-			3
Net cash used in investing activities		(60	)		(135	)
Cash flows from financing activities
Proceeds from convertible notes payable		180			255
Proceeds from related party loan payable		-			500
Proceeds from convertible notes payable, at fair value		-			6,500
Payments on notes payable, net of penalty and lender fees		-			(3,000	)
Debt extinguishment cost paid		-			(53	)
Common stock repurchase		-			(2,000	)
Exercise of stock options		-			12
Net cash provided by financing activities		180			2,214
Effect of exchange rate changes on cash and cash equivalents		-			-
Net change in cash and cash equivalents		(29	)		51
Cash and cash equivalents at beginning of the period		500			265
Cash and cash equivalents at end of the period		471			316
Supplemental disclosures of cash flow information
Cash paid for interest		-			26
Cash paid for income taxes		15			5
Non-cash investing and financing activities:
Waiver of deferred transaction costs as of the end of the period		505			-
Unpaid deferred transaction costs as of the end of the period		364			362
Purchase of property and equipment through capital advances		-			38
Issuance of shares vested upon repayment and forgiveness of 2023 Promissory Notes		3			877
Settlement of non-recourse 2023 promissory note in exchange for common stock repurchase consideration		-			903
(Loss) / Gain on extinguishment of debt (Refer Note no. 9 - Long Term Debt)		(391	)		343
Investment in Equity securities		-			85

Theaccompanying notes are an integral part of these condensed consolidated interim financial statements.

FusemachinesInc. and Subsidiaries Notes to the Condensed Consolidated Interim Financial Statements

Note1. Organization

Fusemachines Inc. and its subsidiaries (“Fusemachines” or the “Company” or the “Parent”), listed under the Parent company below, is a Delaware corporation headquartered in the United States. Founded in 2013 and headquartered in New York with operations across North America, Latin America and Asia. Fusemachines, a privately-held company, is a provider of enterprise artificial intelligence (“AI”) Solutions (Products and Services). The Company accelerates its customers’ data to AI journey by offering a suite of AI services that addresses the strategic goals and vision of their enterprise. The Company operates under five legal entities and one branch (as noted below):

●	Fusemachines Inc. (Parent)
●	Fusemachines Nepal Inc. (Wholly Owned Holding Company)
●	Fusemachines Nepal Private Ltd. (Majority Owned Subsidiary)
●	Fusemachines Canada Inc (Wholly Owned Subsidiary)
●	Fusemachines India Inc. (Dormant Holding Company)
●	Fusemachines Inc. Dominican Republic (Wholly Owned Branch)

Business Oxygen Private Limited (“BO2”), a Company domiciled in Nepal holds certain redeemable common and preferred stock of Fusemachines Nepal Private Ltd. (Refer to “Note 7 – Cumulative Mandatorily Redeemable Financial Instruments”).

MergerAgreement

In January 2024, CSLM, Merger Sub, and Fusemachines entered into the Merger Agreement, which was subsequently amended in August 2024 (the First Amendment to the Merger Agreement) and February 2025 (the Second Amendment to Merger Agreement), collectively referred to herein as the Merger Agreement. Pursuant to the terms of the Merger Agreement:

●	At<br> least one business day prior to the Closing Date, CSLM will undergo the Domestication which<br> involves CSLM merging with and into a newly formed Delaware corporation, CSLM Holdings, Inc<br> or Pubco. Following this merger, CSLM will cease to exist and the newly formed Delaware corporation,<br> Pubco, will be the surviving entity.
●	Merger<br> Sub will merge with and into Fusemachines, the separate corporate existence of Merger Sub<br> will cease to exist and Fusemachines will be the surviving company and a wholly owned subsidiary<br> of Pubco.

The business combination will be accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”) and not as a business combination under ASC 805. Under this method of accounting, CSLM, will be treated as the acquired company for accounting purposes, whereas Fusemachines Inc. will be treated as the accounting acquirer. Under the Merger Agreement, the Fusemachines equity holders that hold shares of company common stock, shares of convertible preferred stock, company stock options, or convertible notes will receive an aggregate of number of common stock equal to the quotient obtained by dividing (a) $200,000 thousand, by (b) $10.00 in exchange for all Fusemachines’ fully diluted company common stock. The Merger Agreement will become effective upon the filing of the certificate of merger with the Secretary of State of the State of Delaware or upon certain conditions as specified in the articles of the merger.

In February 2025, CSLM entered into a second amendment to the Merger Agreement (the “2nd Amendment”) to (a) amend the definition of the “PIPE Investment Amount” to mean the sum of (i) $8,840,000, and (ii) the Contingent PIPE Investment Amount, if any; and (b) remove the delay fees incurred in connection with delivery of Fusemachines’ audited financial statements.

On October 22, 2025, the Company consummated the business combination whereby (a) CSLM merged with and into CSLM Holdings., a Delaware corporation and wholly owned subsidiary of CSLM at which time the separate existence of CSLM ceased and CSLM Holdings became the surviving corporation (“Pubco” or “New Fusemachines”) in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) (the “Companies Act”), the Certificate of Merger, (the “Certificate of Merger”), and the amended and restated memorandum and articles of association of CSLM (the “Domestication”); (b) the merger (the “Merger”) of Merger Sub with and into Fusemachines, pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), the separate corporate existence of Merger Sub ceased and Fusemachines became the surviving corporation and a wholly-owned subsidiary of Pubco, pursuant to the terms of the Business Combination Agreement and in accordance with the laws of the State of Delaware, as more fully described elsewhere in the Proxy Statement/Prospectus; and (c) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the “Business Combination”). In connection with the Business Combination, Pubco was renamed “Fusemachines Inc.” (the “Combined Company”) and Fusemachines was renamed “Fusemachines USA, Inc.” (the “Company”). These unaudited condensed financial statements do not reflect the impact of the de-SPAC Transaction, since it was executed after June 30, 2025.

CovenantFees

Pursuant to the Merger Agreement, the Company was covenanted to deliver to CSLM its audited financial statements for the twelve month periods ended December 31, 2023 and 2022 for inclusion in the registration statement on Form S-4 to be filed by CSLM in connection with the Merger, and that such audited financial statements had been prepared in conformity with GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies. The Company had covenanted to provide the audited financial statements no later than February 29, 2024, or incur delay fees in the amount equal to $35.0 thousand for the first one-month delay to March 31, 2024 (pro-rated for a partial month), $50.0 thousand for the second one-month delay to April 30, 2024, and thereafter $70.0 thousand for each subsequent one-month delay (pro-rated for any partial month). The Company provided the audited financial statements to CSLM in September 2024. As such, the Company has recorded $505 thousand of deferred transaction costs on the audited consolidated balance sheets as of December 31, 2024. On February 4, 2025, the company entered into a second amendment of the original agreement wherein the above-mentioned delay fee provision is deleted and provides the Company with relief from future penalties related to the delivery of the 2023 financial statements. Accordingly, the company recorded waiver in the six months ended June 30, 2025 which have no impact in the unaudited condensed consolidated interim Statements of Operations and Comprehensive Loss as the amount of provision was eliminated from the deferred transaction cost and from the Accounts Payable, Accrued expense and other current liabilities in the unaudited condensed consolidated interim balance sheets.

Note2. Summary of Significant Accounting Policies

There have been no significant changes to the accounting policies during the six months period ended June 30, 2025, as compared to the significant accounting policies described in Note 2 of the Notes to Consolidated Financial Statements in the Company’s audited consolidated financial statements included in the registration statement Form S-4/A filed on April 23, 2025.

Basisof Presentation and Principles of Consolidation

The Company prepares its unaudited condensed consolidated interim financial statements in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP” or “GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding financial reporting. The unaudited condensed consolidated interim financial statements include the financial statements of Fusemachines Inc. and its subsidiaries. Investments in entities where we hold at least a 20% ownership interest and have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. All intercompany balances and transactions have been eliminated. These unaudited condensed consolidated interim financial statements are presented in United States Dollars (“USD”or $), which is the functional currency of the Parent Company.

UnauditedInterim Financial Information

In the opinion of the Company, the accompanying unaudited condensed consolidated interim financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ deficit and cash flows. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated interim financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2024, which provides a more complete discussion of the Company’s accounting policies and certain other information. The interim results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods.

PriorPeriod Reclassifications

Certain amounts in prior periods have been reclassified to conform with current period presentation.

Useof Estimates

The preparation of unaudited condensed consolidated interim financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated interim financial statements, as well as revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to the valuation of operating lease right-of-use assets, convertible notes, cumulative mandatorily redeemable common and preferred stock liability, common stock warrants, common and convertible preferred stock, current expected credit losses (“CECL”), stock-based compensation, useful lives of property and equipment and intangible assets, impairment of long-lived assets, capitalization of software development costs, equity method investments and income taxes.

The Company bases its estimates and judgments on historical experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Actual results could differ from those estimates, and such differences may be material to the unaudited condensed consolidated interim financial statements. Changes in facts and circumstances may cause the Company to revise its estimates.

AccountsReceivable and Related Allowance for Expected Credit Losses

The Company classifies its right to consideration in exchange for deliverables as an accounts receivable. A receivable is a right to consideration that is unconditional (i.e., only the passage of time is required before payment is due) regardless of whether the amounts have been billed. Accounts receivable represents amounts due from the Company’s customers for AI solutions (products and services). The Company receives payments from customers based upon agreed-upon contractual terms. The timing of revenue recognition may differ from the timing of invoicing to customers.

Account receivables are stated net of allowance for expected credit losses. Outstanding receivables are reviewed periodically, and allowances are provided for the estimated amount of receivables that may not be collected. The allowance for expected credit loss is based on the probability of future collection determined by applying a loss-rate method using the Company’s historical loss experience. The Company also considers reasonable and supportable current and future conditions in determining its estimated loss rates, such as external forecasts, macroeconomic trends or other factors including customer specific credit risk characteristics. The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible, which occurs when balances reach 365 days past due. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to bad debt expense in the period incurred.

Bad debt expense is included in general and administrative expenses in the unaudited condensed consolidated interim statements of operations and comprehensive loss.

Segmentreporting

Under Topic 280, an operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available.

Fusemachines operates as one operating segment with a focus on data engineering, AI consulting, and technical services. The Company’s Chief Executive Officer (“CEO”), as the Company’s chief operating decision maker, manages and allocates resources to the operations of the Company on a consolidated basis. This enables the Company’s CEO to assess the overall level of available resources and determine how best to deploy these resources across service lines in line with the Company’s long-term company-wide strategic goals.

The CODM considers the Company’s net income/(loss), expenses and the components of total assets to assess the segment’s performance and make resource allocation decisions for the Company’s single segment which is consistent with that presented within these financial statements.

As the Company’s operations are comprised of a single reporting segment, the Company’s segment assets are reflected on the accompanying unaudited condensed consolidated interim balance sheet as “total assets” and its significant segment expenses and net loss are listed on the accompanying Unaudited Condensed Consolidated Interim Statements of Operations and Comprehensive loss.

Impairmentof Long-Lived Assets

Long-lived assets, such as property and equipment and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses the straight-line method of depreciation and amortization. When the carrying value of an asset is more than the sum of the undiscounted expected future cash flows, an impairment is recognized. An impairment loss is measured as the excess of the asset’s carrying amount over its fair value. Intangible assets that have finite useful lives are amortized over their estimated useful lives on a straight-line basis. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others.

The Company holds long-lived assets in two countries worldwide. The table below presents the breakdown of the Company’s long-lived assets, based on geographic region (in thousands).

****	Long lived assets as of
****	June 30,<br><br> <br>2025		December 31,<br><br> <br>2024
Nepal	$	246	$	286
United States		255		249
Total long-lived assets	$	501	$	535

FairValue Option (“FVO”) Election

The Company entered into related party convertible notes payable, at fair value in October 2019, September 2021, and Convertible Notes payable at fair value in January 2024, (the “Convertible Notes at Fair Value”). (Refer to “Note 9 – Long-Term Debt”). As permitted under ASC 825, Financial Instruments (“ASC 825”), the Company elected the FVO to account for the Convertible Notes at Fair Value and Related Party Convertible notes at Fair Value. In accordance with ASC 825, the Company recorded them at fair value. The FVO may be applied instrument by instrument, but it is irrevocable. Subsequent changes in fair value would be recorded as a separate line in the unaudited condensed consolidated interim statements of operations and comprehensive loss. As a result of applying the FVO, direct costs and fees related to the Convertible Notes at Fair Value and Related Party Convertible notes at Fair Value were expensed as incurred. The Company concluded it was appropriate to apply the FVO to Convertible Notes at Fair Value and Related Party Convertible notes at Fair Value because they are liabilities that are not, in whole or in part, classified as a component of stockholders’ equity. In addition, the Convertible Notes at Fair Value and Related Party Convertible notes at Fair Value met other applicable criteria for electing the FVO under ASC 825.

RevenueRecognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when (or as) customers obtain control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company applies the provisions of ASC 606 to an arrangement when a substantive contract exists and collectability is probable.

The Company derives the majority of its revenue from AI Solutions (Products and Services) that largely represents professional services Fusemachines provides to its customers to help them achieve any AI-related goals within their organization. Standard contractual arrangements are governed by Master Services Agreements (“MSAs”), which set out general terms including payment, termination rights, and intellectual property ownership. Detailed scope, pricing, and performance obligations are defined in Statements of Work (“SOWs”), which are executed for each engagement or project phase. The Company’s contracts for AI Services have different terms based on the scope and complexity of engagements; pricing for the majority of contracts are invoiced monthly on a time-and-materials basis. The Company notes that its contracts meet the requirements for over-time revenue recognition, as the customer is simultaneously receiving the benefits and able to consume the benefits of the services being provided. For professional services that are distinct and billed on a time-and-materials basis, revenue is generally recognized as the services are provided, which is reflective of the transfer of the services to the customer. The Company elected the “right to invoice” practical expedient based on the Company’s right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date.

The Company also provides AI Education Services which represents a customized curriculum of educational services provided to train the customer’s C-suite on AI for Business. The Company provides AI Education Services over time as the course proceeds and the students retain knowledge over time. Thus, the customer receives and consumes benefits as the Company performs the AI Education Services, and revenue is recognized overtime.

In addition to time-and-materials arrangements, the Company also enters into milestone-based or fixed-fee contracts. For these contracts, revenue is recognized over time using input method (e.g., labor hours incurred relative to total expected hours) that faithfully depicts performance. If a contract does not meet the criteria for over-time recognition, revenue is recognized at the point in time when control transfers to the customer. During the six months ended June 30, 2025 and June 30, 2024, the revenues from milestone based or fixed fee contracts were insignificant.

Company’s AI Solutions includes product revenues primarily comprising of software license fees from sales of term-based license contracts, under which we grant customers the license right to use the software for a specified period (i.e. when the customer can access, use, and benefit from the software license). Term software licenses are satisfied at a point in time and associated revenue is recognized upon the later of 1) delivery of the software, or 2) the beginning of the period in which the customer has received the license right to use the software. For customer contracts that include software license fees, implementation and/or other consulting services, the portion of the transaction price allocated to software licenses is generally recognized when delivered. Implementation, customization, or model tuning services if applicable, when included, are evaluated as separate performance obligations when they are distinct from the software and not highly interdependent. These services are generally satisfied over time as the work progresses. During the six months ended June 30, 2025 and June 30, 2024, the product revenues were insignificant.

For most contracts, the Company uses a Master Service Agreements (“MSA”) to govern the overall relevant terms and conditions of the business agreement, and a Statement of Work (“SOW”) to specify the services delivered and the associated prices. Performance obligations specific to each individual contract are defined within the terms of each SOW. Each performance obligation is identified based on the services that will be transferred to our customer that are both capable of being distinct and are distinct within the context of the contract. The transaction price is determined based on the consideration to which the Company will be entitled and expect to receive in exchange for transferring services to the customer.

Consideration for some contracts may include variable consideration including volume discounts and rebates. If the consideration promised includes a variable amount, the Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management judgments and estimates. The determination of whether to constrain consideration in the transaction is based on historical, current, and forecasted information that is reasonably available to the Company, taking into consideration the type of customer, the transaction, and specific facts and circumstances of each arrangement. The Company uses judgement to determine if collectability of consideration is uncertain, and accordingly, revenue recognition is deferred until the uncertainty is resolved and cash is collected.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days of the invoice date. In certain arrangements, the Company will receive payment from a customer either before or after the performance obligation to which the invoice relates has been satisfied. As a practical expedient, the Company does not account for significant financing components if the period between when it transfers the promised good or service to the customer and when the customer pays for the product or service will be one year or less.

For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on its relative standalone selling price. The stand-alone selling prices are determined based on the prices at which the Company separately sells these products. For items that are not sold separately, the Company estimates the stand-alone selling prices using other observable inputs. As Fusemachines Inc. is the sole reportable segment, all revenues are attributed to the sole segment.

ContractBalances

Differences in timing between revenue recognition and cash collection result in contract assets and contract liabilities. The Company classifies these assets as unbilled revenue; the liabilities are classified as deferred revenue.

Deferred revenue represents the amounts billed or cash payments received in advance of revenue recognition at the end of the reporting period. These amounts are recorded in deferred revenue until revenue is recognized through delivery of service or upon meeting the performance obligation. The Company’s deferred revenue represents contract liabilities. Generally, when billing occurs subsequent to revenue recognition, the Company reports unbilled revenue on the unaudited condensed consolidated interim balance sheets.

Stock-BasedCompensation

Stock-based compensation expense attributable to equity awards granted to employees and non-employees is measured at the grant date based on the fair value of the award. For employee awards, the expense is recognized on a straight-line basis over the requisite service period for awards that actually vest, which is generally the period from the grant date to the end of the vesting period. For non-employee awards, the expense for awards that actually vest is recognized based on when the goods or services are provided.

The Company records stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). This standard requires all equity-based payments to employees and non-employees, including grants of employee stock options and restricted stock awards, to be recognized in the unaudited condensed consolidated interim statements of operations and comprehensive loss based on the grant date fair value of the award. The stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally the period from the accounting grant date to the end of the vesting period. The Company elected to account for forfeitures of awards as they occur.

Since the adoption of ASU 2018-07, Improvements to Nonemployee Stock-Based Payment Accounting, the measurement date for non-employee awards is the date of grant, and stock-based compensation costs are recognized in the same period and in the same manner as if the entity had paid cash for the goods or services. Stock-based compensation expense is classified as general and administrative, cost of revenue, selling and marketing and research and development expenses in the unaudited condensed consolidated interim statements of operations and comprehensive loss.

The Company estimates the fair value of stock option awards granted using the Black Scholes Merton option pricing formula (the “Black-Scholes Model”). This model requires various significant judgmental assumptions in order to derive a final fair value determination for each type of award, including the expected term, expected volatility, expected dividend yield, risk-free interest rate and fair value of the Company’s stock on the date of grant. The expected option term for options granted is calculated using the “simplified method”. This election was made based on the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is based on similar entities whose stock prices are publicly traded. The Company uses the historical volatilities of similar entities due to the lack of sufficient historical data for the Company’s common stock price. The Company estimates volatility based upon the observed historical volatilities of comparable companies over a lookback period commensurate with the estimated holding period, adjusted for relative leverage using the Black-Scholes-Merton formula. Dividend yields are based on the Company’s history and expected future actions. The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. The risk-free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the stock option award was granted with a maturity equal to the expected term of the stock option award. All grants of stock options generally have an exercise price equal to or greater than the fair market value of the Company’s common stock on the date of grant.

Because the Company is privately held and there is no public market for its Stock, the fair value of the Company’s equity is approved by the Company’s board of directors thereof as of the date stock-based awards are granted. In estimating the fair value of its stock, the Company uses a third-party valuation specialist and considers factors it believes are material to the valuation process, including but not limited to, the price at which recent equity was issued by the Company to independent third parties or transacted between third parties, any indications of value from offers to acquire the Company, actual and projected financial results, risks, prospects, economic and market conditions, and estimates of weighted average cost of capital. The Company believes the combination of these factors provides an appropriate estimate of the expected fair value of the Company and reflects the best estimate of the fair value of the Company’s common stock at each grant date.

NotesReceivable from Stockholders

From time to time the Company has entered into promissory note agreements with certain employees for the purpose of financing the early exercise of the Company’s stock options. Although the shares of common stock purchased by the employees in exchange for the promissory notes are considered legally issued, the Company does not consider them outstanding for accounting purposes. Instead, the Company treats them as restricted until the options are fully vested and the outstanding principal and accrued interest on the notes are repaid in full. Unvested shares for which the promissory notes are fully satisfied are recorded as a share repurchase liability and as shares vest are recognized to additional paid-in capital in the unaudited condensed consolidated interim balance sheets.

AdvertisingCost

Advertising costs are expensed as incurred. Advertising costs were $19.94 thousand and $(41.16) thousand for the six months ended June 30, 2025, and 2024, respectively, which are included in selling and marketing costs on the unaudited condensed consolidated interim statements of operations and comprehensive loss.

DeferredTransaction Costs

The Company records deferred transaction costs, which consist of legal, accounting, and other fees related to the preparation of the Merger. (Refer to “Note 1 – Organization”). The deferred transaction costs will be offset against proceeds from the transaction upon the effectiveness of the Business Combination. As of June 30, 2025 and December 31, 2024, $1,724 thousand and $1,865 thousand of deferred transaction costs, respectively, were capitalized and recorded in deferred transaction costs on the unaudited condensed consolidated interim balance sheets. Transaction costs that are not eligible to be capitalized are expensed as incurred and included within general and administrative expense in the unaudited condensed consolidated interim statements of operations and comprehensive loss.

Researchand Development Costs

The Company accounts for research and development costs in accordance with the ASC 730, Research and Development. Under ASC 730, all research and development costs are expensed as incurred, with the exception of certain software development costs discussed above. Our research and development costs consist primarily of payroll costs associated with software product development, testing, quality assurance, documentation, enhancements and upgrades for existing customers under maintenance.

Research and Development costs were $324 thousand and $379 thousand for the period ended June 30, 2025, and 2024, respectively, which are included in the unaudited condensed consolidated interim statements of operations and comprehensive loss.

Generaland Administrative Expenses

Consists of expenses associated with general and administrative functions of the business such as the costs of salaries, stock-based compensation expense, Information Technology (“IT”) infrastructure, allowance for expected credit losses, travel, legal and accounting services, insurance, rent, software and tools, meals, other professional services activities, and certain non-income taxes.

Commitmentsand Contingencies

The Company may at times be involved in litigation in the ordinary course of business. The Company will, from time to time, when appropriate in management’s estimation, record adequate reserves in the Company’s unaudited condensed consolidated interim financial statements for pending litigation. Currently there are no pending or threatened litigation matters that management believes require accrual or disclosure in addition to those presented in the Note on Litigation (refer Note 16 – Commitments and Contingencies).

Risksand Uncertainties

As a result of its global operations, the Company may be subject to certain inherent risks.

Concentrationof Credit - Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents with financial institutions. The Company believes its credit policies reflect normal industry terms and business risk and there is no expectation of non-performance by the counterparties. Accounts receivables are generally dispersed across many customers operating in different industries; therefore, concentration of credit risk is limited. If any of the Company’s customers enter bankruptcy protection or otherwise take steps to alleviate their financial distress, the Company’s credit losses and write-offs of receivables could increase, which would negatively impact its results of operations.

SignificantCustomers and Suppliers — The concentration of credit risk with respect to accounts receivable is primarily limited to certain customers to which the Company makes substantial sales. To minimize credit risk related to accounts receivable, the Company maintains allowances for potential credit losses based on historical loss patterns as well as future expectations. As of June 30, 2025 and December 31, 2024, the Company had four customers whose accounts receivable balance accounted for at least 10% of the Company’s consolidated accounts receivables, respectively. These customers accounted for approximately 56.5% and 61.6% of the Company’s receivables at the end of the respective periods. For the six month ended June 30, 2025 and 2024, the Company had four and one customers whose revenue accounted for at least 10% of the Company’s consolidated revenue, respectively. These customers accounted for approximately 52.9 % and 10.4 % of the Company’s total revenue at the end of the respective periods.

The Company pays its suppliers on normal commercial terms and does not believe that there is any significant supply risk from its suppliers. As of June 30, 2025 and December 31, 2024, the Company had three suppliers whose account payable accounted for at least 10% of the Company’s consolidated account payables, respectively. These suppliers accounted for approximately 58.9% and 61.43% of the Company’s total payables at the end of the respective periods.

Foreigncurrency risk - The Company’s global operations are conducted predominantly in U.S. dollars. While revenue is generated in U.S. dollars, the Company incurs expenses in other currencies, principally, Nepalese rupees and Canadian dollars. The Company’s international operations expose it to risk of adverse fluctuations in foreign currency exchange rates through the remeasurement of foreign currency denominated assets and liabilities (both third-party and intercompany) and translation of earnings and cash flows into U.S. dollars.

Interestrate risk - The Company is exposed to market risk from changes in interest rates. Exposure to interest rate risk results primarily from variable rates related to cash, short-term investments, and the Company’s borrowings. The Company does not believe it is exposed to material direct risks associated with changes in interest rates related to these deposits, investments and borrowings.

Operations in Nepal – The Company’s business and future growth depend largely on continued demand for the Company’s services performed from Nepal. Various factors, such as changes in the governments, could trigger significant changes in Nepal’s economic liberalization and deregulation policies and disrupt business and economic conditions in Nepal generally and our business in particular. The Company’s business and our international operations may also be affected by actual or threatened trade war or tariffs or other trade controls. If the Company is unable to continue to leverage the skills and experience of the Company’s international workforce, particularly in Nepal, the Company may be unable to provide our solutions at an attractive price and the Company’s business could be materially and negatively impacted.

RelatedParties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related party also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions.

GoingConcern

The Company’s unaudited condensed consolidated interim financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of June 30, 2025, the Company had cash of approximately $471.0 thousand. For the six months ended June 30, 2025, the Company used approximately $149.0 thousand in cash for operating activities. Historically, the Company has incurred recurring net losses from operations and negative cash flows from operating activities. As of June 30, 2025, the Company had an accumulated deficit of approximately $38,256 thousand. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year of the date these unaudited condensed consolidated interim financial statements were issued.

The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from sales and positive operating cash flows, which is not assured.

On October 22, 2025, Merger Sub merged with and into Fusemachines, with Fusemachines continuing as the surviving company and becoming a wholly owned subsidiary of Pubco. In connection with the closing, approximately $14.0 million in cash was received for the issuance of shares of Fusemachines Pubco Common Stock. All convertible notes were settled through the issuance of Fusemachines Common Stock, and certain promissory notes were repaid in cash upon closing. Following the business combination, the net balance of cash and cash equivalents was approximately $9.4 million. The Company’s trade payables, accrued expenses, and other current liabilities exceed the net cash and cash equivalents balance. Management is evaluating initiatives to streamline operations through reductions in headcount and consultant costs, optimization of technology expenses, and continued negotiations with vendors to achieve more favorable terms. In addition, the Company’s business plan anticipates a measured growth trajectory supported by new client acquisitions and expansion of existing customer relationships. While these actions are expected to enhance the Company’s financial position and extend its operational runway once implemented, they remain in the planning and negotiation stages. Management has indicated significant actions to negotiate payables, execute on other strategic initiatives to reduce costs and pivot to a growth.

As of the date on which these unaudited condensed consolidated interim financial statements were available to be issued, we believe that the cash on hand, and additional investments available through issuance of new Common Stock, will be inadequate to satisfy the Company’s working capital and capital expenditure requirements for at least the next twelve months. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities over the next year. These unaudited condensed consolidated interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Investmentin Equity Securities

The Company’s equity investment comprises of investments in equity securities of private companies. These equity investments are accounted for under the equity method, and initially recorded at estimated fair value, less any impairment. The Company’s share of gains and losses if any from these equity method investments are included in the unaudited condensed consolidated interim statements of operations and comprehensive loss, net of income tax provision. Equity investments are reviewed regularly to determine whether there is a decline in estimated fair value below the carrying amount. If there is a decline that is other-than-temporary, the investment is written down to estimated fair value. When evaluating the equity investment for impairment, the Company performs a qualitative and quantitative assessment to evaluate whether a decline in estimated fair value below the carrying amount is other-than- temporary. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, the investee’s recent operating results and trends, recent acquisitions and sales of the investee securities, and other publicly available data, among other factors. If the Company determines that the decline is other-than-temporary, the Company records an impairment loss to write the equity investment to the estimated fair value.

TreasuryStock

The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares) and then retained earnings.

NetLoss per Share

The Company applies the two-class method to compute basic and diluted net loss per share attributable to common shareholders, when shares meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. The Company reported a net loss attributable to common shareholders for the six months ended June 30, 2025 and 2024.

Basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the year. Diluted net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the potential exercise of warrants or options, and the potential conversion of preferred stock or convertible notes, into common stock, under the if-converted method. Due to the net losses for the six month period ended June 30, 2025 and 2024, basic and dilutive net loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive

EmergingGrowth Company (EGC)

The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s unaudited condensed consolidated interim financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates.

The Company is in the process of merging with a publicly traded Special Purpose Acquisition Company (a “SPAC”), which will be accounted for as a reverse recapitalization (the “Transaction”) in accordance with GAAP. (Refer to “Note 1 – Organization”) for more information regarding the Transaction. If the Transaction were to be consummated, the surviving company will remain an emerging growth company until the earliest of (i) the last day of the Company’s first fiscal year following the fifth anniversary of the completion of the SPAC’s initial public offering, (ii) the last day of the fiscal year in which the Company has total annual gross revenue of at least $1.07 billion, (iii) the last day of the fiscal year in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates exceeds $700,000.0 thousand as of the prior June 30th or (iv) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

RecentAccounting Pronouncements

NewAccounting Pronouncements Not Yet Adopted

ASU 2023-09*, Income Taxes (Topic 740): Improvements to Income Tax Disclosures*. In December 2023, the FASB issued this ASU to update income tax disclosure requirements, primarily related to the income tax rate reconciliation and income taxes paid information. This update is effective on a prospective basis for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its unaudited condensed consolidated interim financial statements.

In March 2024, the SEC issued its final climate disclosure rules (Rule 1), which require the disclosure of climate-related information in annual reports and registration statements, beginning with annual reports for the year ending December 31, 2025. The rules require disclosure in the audited financial statements of certain effects of severe weather events and other natural conditions above certain financial thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates, if material. We are currently evaluating the impact of the new rules and continue to monitor the status of the related legal challenges.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. In November 2024, the FASB issued this ASU that requires more detailed disclosure about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expense and depreciation expense. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The guidance does not affect recognition or measurement in our unaudited condensed consolidated interim financial statements.

ASU 2024-04 Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued this ASU which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. We are currently evaluating the impact this guidance will have on our unaudited condensed consolidated interim financial statements.

In May 2025, the FASB issued Accounting Standards Update No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU 2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

In May 2025, the FASB issued Accounting Standards Update No. 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts With Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”). ASU 2025-04 revises the definition of a performance condition, eliminates the forfeiture policy election for service conditions, and clarifies that the variable consideration constraint in Topic 606 does not apply to share-based consideration payable to customers. The new guidance requires entities to consistently account for share-based awards granted to customers by clarifying the treatment of vesting conditions and ensuring alignment with Topic 606 and Topic 718. ASU 2025-04 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

The Company does not believe any other new accounting pronouncements issued by the FASB that have not become effective will have a material impact on its unaudited condensed consolidated interim financial statements.

Note3. Fair Value Measurements

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Quoted prices for identical assets or liabilities in active markets.

Level 2 — Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities, and observable inputs other than quoted prices such as interest rates or yield curves.

Level 3 — Unobservable inputs reflecting management’s view about the assumptions that market participants would use in pricing the asset or liability.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

FinancialInstruments Not Recorded at Fair Value

The carrying values of the Company’s accounts receivable, unbilled revenue, prepaid expenses and other current assets, other assets, accounts payable, deferred transaction costs, accrued expenses and other current liabilities and cumulative mandatorily redeemable common and preferred stock liability approximate their fair values based on the instruments’ relative short-term nature.

As of June 30, 2025 and December 31, 2024, the estimated fair values of our convertible notes payable, current and related party loan payable, current approximated their carrying values due to their relatively short maturities.

FinancialInstruments Recorded at Fair Value

The following tables present the Company’s fair value hierarchy for its financial liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands):

****	Fair Value Measurements at June 30, 2025
****	Level 1		Level 2		Level 3		Total
Liabilities:
Related party convertible notes payable, at fair value	$	-	$	-	$	7,780	$	7,780
Convertible Notes payable at Fair Value		-		-		9,170		9,170
Warrant liability		-		-		849		849
	$	-	$	-	$	17,799	$	17,799
****	Fair Value Measurements at December 31, 2024
---	---	---	---	---	---	---	---	---
****	Level 1		Level 2		Level 3		Total
Liabilities:
Related party convertible notes payable, at fair value	$	-	$	-	$	6,524	$	6,524
Convertible Notes payable at Fair Value		-		-		8,986		8,986
Warrant liability		-		-		945		945
	$	-	$	-	$	16,455	$	16,455

The following table shows the change in the fair value of the warrant liability (in thousands):

	Amount
Balance as of December 31, 2023	$	430
Issuance of common stock warrants		-
Change in fair value of warrant liabilities		373
Balance as of June 30, 2024	$	803
	Amount
---	---	---	---
Balance as of December 31, 2024	$	945
Change in fair value of warrant liabilities	$	(96	)
Balance as of June 30, 2025	$	849

The following table shows the change in the fair value of the Convertible Notes at Fair Value (in thousands):

	2019 Convertible Note			2021 Convertible Note			January<br><br> <br>2024<br><br> <br>Convertible<br><br> <br>Notes		Total<br><br> <br>Convertible<br><br> <br>Notes at Fair Value
Balance as of December 31, 2023	$	3,179		$	585		$	-	$	3,764
Issuance of Convertible Notes at Fair Value		-			-		$	6500	$	6,500
Gain on extinguishment of debt recorded as a capital transaction		(291	)		(52	)		-	$	(343	)
Change in fair value of Related Party note and Convertible Notes at Fair Value		732			127			760	$	1,619
Balance as of June 30, 2024	$	3,620		$	660		$	7,260	$	11,540
Balance as of December 31, 2024	$	5,529		$	995		$	8,986	$	15,510
Issuance of Convertible Notes at Fair Value		-			-			-		-
Change in fair value of Related party note and Convertible Notes at Fair Value		1,051			205			184		1,440
Balance as of June 30, 2025	$	6,580		$	1,200		$	9,170	$	16,950

CommonStock Warrant Liability

The Company estimates the fair value of the common stock warrant liability (refer to “Note 9 – Long-term Debt”) using an option pricing model and assumptions that are based on the individual characteristics of the warrants on the valuation date, as well as assumptions for fair value of the underlying common stock expected volatility, expected life, dividends, and risk-free interest rate.

The warrant liability is classified as Level 3 as there were no quotable prices for identical assets or quoted prices for similar. The warrant liabilities are measured using a Black-Scholes Model. The fair value of the warrant liability as of June 30, 2025 was determined using the following assumptions: a dividend yield of 0.0%, a risk-free rate of 4.08%, a stock price of $6.39, a term of 8.16 years, and annualized volatility of 60.0%.The fair value of the warrant liability as of December 31, 2024 was determined using the following assumptions: a dividend yield of 0.0%, a risk-free rate of 4.5%, a stock price of $7.48, a term of 8.65 years, and annualized volatility of 65.0%.

RelatedParty Note payable at Fair Value and Convertible Notes at Fair Value

The Company accounts for certain long-term debt (also refer to “Note – 9 – Long-term Debt”) under the fair value option. At the issuance date of the Convertible Notes at Fair Value, the Company determined that the fair value approximated the principal amount. Subsequent measurement of fair value of the Convertible Notes at Fair Value as of June 30, 2025, and December 31, 2024 was estimated based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used a scenario-based analysis to incorporate estimates and assumptions concerning the Company’s prospects and market indications into a model to estimate the value of the Convertible Notes at Fair Value. The most significant estimates and assumptions used as inputs are those concerning timing, probability of possible scenarios for conversion or settlement of the Convertible Notes at Fair Value. The Convertible Notes at Fair Value are classified as Level 3 as there were no quotable prices for identical assets or quoted prices for similar.

The following tables set forth the significant inputs to the probability-weighted valuation model used to value the Convertible Notes at Fair Value as of June 30, 2025:

2019 and 2021 Convertible Notes
Type of Events	Expected Date	Probability of Event			Discount Rate
SPAC Transaction	8/8/2025		95	%		62	%
Maturity	2/28/2026		5	%		62	%
Default Feature	N/A		N/A			N/A
January 2024 Convertible Notes
---	---	---	---	---	---	---	---
Type of Events	Expected Date	Probability of Event			Discount Rate
SPAC Transaction	8/8/2025		95	%		54	%
Maturity	10/18/2025		2	%		54	%
Default Feature	N/A		3	%		4	%

The following table sets forth the significant inputs to the probability-weighted valuation model used to value the Convertible Notes at Fair Value as of December 31, 2024:

2019 and 2021 Convertible Notes
Type of Events	Expected Date	Probability of Event			Discount Rate
SPAC Transaction	4/3/2025		75	%		54	%
Maturity	2/28/2026		10	%		54	%
Default Feature	N/A		15	%		54	%
January 2024 Convertible Notes
---	---	---	---	---	---	---	---
Type of Events	Expected Date	Probability of Event			Discount Rate
SPAC Transaction	4/3/2025		75	%		45	%
Maturity	7/12/2025		10	%		45	%
Default Feature	7/12/2025		15	%		45	%

As of June 30, 2025 and December 31, 2024, there were no transfers between Level 1, Level 2 and Level 3.

The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when an impairment is recognized. These assets include property and equipment and amortizable intangible assets.

Note4. Accounts Receivable, net

Accounts receivable, net consisted of the following (in thousands):

	June 30,<br> <br>2025			December 31,<br> <br>2024
Accounts receivable, current	$	1,297		$	2,015
Accounts receivable		-			4
Total accounts receivable	$	1,297		$	2,019
Less: Allowance for credit losses	$	(220	)	$	(588	)
Total accounts receivable, net	$	1,077		$	1,431

In some contracts with customers, the Company agreed to instalment payments exceeding 12 months. The present value of these contracts is recorded as a receivable as the revenue is recognized in accordance with GAAP, and profit is recognized to the extent the present value is in excess of cost. The present value of long-term receivables is Nil, and the face value is Nil as of June 30, 2025. The present value of long-term receivables was $4 thousand, and the face value was $5 thousand as of December 31, 2024.

The following table sets forth the activity in the Company’s allowance for credit losses (in thousands):

	June 30,<br> <br>2025			December 31,<br><br> <br>2024
Beginning balance	$	588		$	368
Provision for credit losses		61			540
Write-offs		(429	)		(320	)
Ending balance	$	220		$	588

Unbilled revenue as at period ended June 30, 2025 was $112.0 thousand and $113.0 thousand as at year ended December 31, 2024.

Note5. Property and equipment, net

Property and equipment, net consisted of the following (in thousands):

	June 30,<br> <br>2025			December 31,<br><br> <br>2024
Computers and other hardware	$	510		$	504
Office, furniture, and equipment		174			167
Leasehold improvements		94			94
Vehicles and other fixed assets (excluding computers)		27			35
		805			800
Less: accumulated depreciation		(502	)		(452	)
Total property and equipment, net	$	303		$	348

The Company recognized depreciation expense related to property and equipment in the unaudited condensed consolidated interim statements of operations and comprehensive loss of $50.0 thousand and $56.0 thousand during the six month ended June 30, 2025 and 2024, respectively.

Note6. Intangible Assets, net

Intangible assets subject to amortization consisted of the following (in thousands):

	June 30,			December 31,
	2025			2024
Internally developed capitalized software	$	327		$	274
Less: accumulated amortization		(129	)		(87	)
Total intangible assets, net	$	198		$	187

The Company recognized amortization expense related to capitalized software in the unaudited condensed consolidated interim statements of operations and comprehensive loss of $42.4 thousand and $26.0 thousand during the six month ended June 30, 2025, and 2024, respectively.

Note7. Cumulative Mandatorily Redeemable Financial Instruments

In July 2021, Fusemachines Nepal Private Ltd entered into a Share Purchase Agreement between Fusemachines Nepal Inc., and BO2 (the “BO2 Purchase Agreement”) in which BO2 agreed to invest $964.2 thousand in Fusemachines Nepal Private Ltd. Fusemachines Nepal Private Ltd issued 39,750 Ordinary Shares with a par value of 100 Nepalese rupees and also issued 1,110,250 cumulative and compulsory redeemable Preference Shares with a par value of 100 Nepalese rupees. The Preference Shares contain an annual coupon rate of 10% with the option to convert the Preference Shares into Ordinary Shares. The Preference Shares and Ordinary Shares are mandatorily redeemable five years from the date of issuance at a redemption price equal to 200% of the purchase price. Any dividends paid on these shares will reduce the ultimate redemption price. Management determined that these shares represent mandatorily redeemable financial instruments under ASC 480 and thus are liability-classified. These liabilities are recorded in cumulative mandatorily redeemable common and preferred stock liability within the unaudited condensed consolidated Interim balance sheets, and accretions to the redemption value are recorded within interest expense in the unaudited condensed consolidated statements of operations and comprehensive loss. The effective interest rate is 13.7%, the accrued dividend was $279.5 thousand and $238.3 thousand at June 30, 2025 and December 31, 2024, respectively, and is recorded in accrued expenses and other current liabilities in the unaudited condensed consolidated interim balance sheets, and the issuance cost incurred was $13.7 thousand.

The outstanding balance of the Cumulative Mandatorily Redeemable Financial instruments were $1,047 thousand and $1,000 thousand for the period ended June 30, 2025 and December 31, 2024 respectively.

The following summarizes the key terms and provisions of the Preference Shares and Ordinary Shares:

PreferenceShares

Rightsand privileges – Preference Shares will be paid dividends before the Ordinary Shares. Preference shareholders will receive a 10% percent annual dividend on Preference Shares. Apart from this, Preference Shares will not receive any kind of dividend or profit. If the Company fails to make a profit in any year or if the Company decides not to distribute dividends, then the dividends to be received by the Preference Shares will be cumulated and those amounts must be returned to the preference shareholders in a lump sum in the year when the dividends are distributed or when the Company withdraws the Preference Shares. Preference Shares will be given priority when the amount of shares is returned in case of liquidation of the Company. Preference Shares will not have voting rights in the general meeting of the Company. The preference share amount is redeemable after a certain period.

Redemption– In terms of return, no Preference Share can be redeemed until the price of the issued Preference Share is fully paid. The amount of Preference Shares cannot be returned from any amount other than the amount of profit that can be distributed as dividends or the amount received from the new shares issued by the Company for the purpose of returning the shares. The rate per share for redeeming Preference Shares shall be as per share purchase and sale agreement or shareholder agreement and shall be redeemed at the same rate. In case any Preference Shares issued for return are to be returned along with the premium, a separate fund of appropriate amount shall be arranged from the Company’s profit or the Company’s share premium account for that purpose. In this way, except in the case where the amount of the Preference Shares is returned from the amount received by issuing new shares, in accordance with the law, when the amount of the Preference Shares is returned, an amount equal to the face value of the returned shares from the amount that can be received to distribute dividends from the Company’s profits shall be deposited in a separate account. Any preference share returned in accordance with this regulation shall be deemed to have been automatically forfeited after the completion of the return process. If the Company redeems or proposes to redeem any Preference Shares, it may issue new shares equal to the face value of the shares so redeemed or to be redeemed.

OrdinaryShares

Rightsand privileges – The shareholders of this category will have voting rights and other rights according to the prevailing law.

Redemption– The Ordinary Shares will be redeemed if the Company fails to withdraw the Preference Shares issued by the Company to be redeemed. If the Preference Shares have to be converted into ordinary shares, it shall be done according to the decision of the general meeting of the Company. Additional provisions related to Preference Shares shall be in accordance with the shareholders’ agreement between them.

Note8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	June 30,<br> <br>2025		December31,<br> <br>2024
Wages and consultant costs payable	$	2,965	$	2,525
Covenant fees		-		435
Dividends payable (Note 7)		279		238
Legal expenses		-		141
Deposit liability for early exercised options		-		3
Accrued expenses		420		358
Total accrued expenses and other current liabilities	$	3,664	$	3,700

Note9. Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2025						December 31, 2024
	Current		Noncurrent		Total		Current		Noncurrent		Total
2024 Convertible Notes	$	255	$	200	$	455	$	255	$	200		455
2024 Convertible Notes at fair value		9,170		-		9,170		8,986		-		8,986
Related party convertible notes payable at fair value		7,780		-		7,780		-		6,524		6,524
Related party loan payable		700		-		700		700		-		700
February 2025 Convertible Notes		-		180		180		-		-		-
Total	$	17,905	$	380	$	18,285	$	9,941	$	6,724	$	16,665

ConvertibleNotes at Fair Value

Relatedparty convertible notes payable at fair value

In October 2019, the Company entered into a convertible promissory note agreement (the “2019 Convertible

Note Agreement”) with a lender and issued a convertible promissory note for the principal amount of $2,000.0 thousand (the “2019 Convertible Note”). The 2019 Convertible Note bears interest at a rate of 10% per annum, compounded quarterly. The 2019 Convertible Note matured in September 2022.

In September 2021, the Company entered into a second convertible promissory note agreement (the “2021 Convertible Note Agreement”) (the 2019 Convertible Note Agreement and the 2021 Convertible Note Agreement collectively referred to as the “2019 and 2021 Convertible Notes Agreements”) with the same lender and issued a convertible promissory note for the principal amount of $450.0 thousand (the “2021 Convertible Note”) (the 2019 Convertible Note and the 2021 Convertible Note collectively, the “2019 and 2021 Convertible Notes”). The 2021 Convertible Note was issued with the same terms as the 2019 Convertible Note, except with a maturity date of October 2022.

Effective December 2022, the 2019 and 2021 Convertible Notes Agreements were amended (the “2022 Amended Convertible Notes Agreements”) to extend the maturity date for the 2019 and 2021 Convertible Notes to December 2023, increase the interest rate to 15% for the period from December 2022 through December 2023, adding a prepayment option, amending one of the conversion scenarios, and amending the definition of a next equity financing to require a sale of equity securities to result in gross proceeds of $7,500.0 thousand (the “Next Equity Financing”). The 2022 Amended Convertible Notes Agreements also added a partial payment of the interest accrued and outstanding on the note of $386.4 thousand due no later than March 2023. Failure to pay by the payment deadline obligated the Company to pay interest at a rate of twenty percent (20%) per annum, compounded quarterly, on the outstanding $386.4 thousand.

In December 2023, the 2022 Amended Convertible Notes Agreements were amended again (the “2023 Amended Convertible Notes Agreements”), extending the maturity date of the 2019 and 2021 Convertible Notes to January 2024.

In January 2024, the 2023 Amended Convertible Notes Agreements were amended again (the “2024 Amended Convertible Notes Agreements”), extending the maturity date to January 2025. The amendment also added a provision surrounding conversion in the case the Company completes the merger (see “SPAC PIPE financing” below) (also see “Note 1 – Organization”), an additional table depicting principal and interest on the 2019 and 2021 Convertible Notes to be redeemed in connection with the merger, and additional definitions related to the merger.

The 2021, 2022 and 2023 amendments were accounted for as debt modifications, prospectively, with any change in fair value from the new terms incorporated into future valuations. The 2024 amendment was deemed as capital transaction as per ASC 470-50-40-2 and is accounted for as an extinguishment of debt, with a gain on extinguishment of debt of $343.0 thousand recorded in additional paid in capital in the unaudited condensed consolidated interim balance sheet as of the six month ended June 30, 2024, with any change in subsequent fair value incorporated into future valuations and any amendment fees or third-party costs to be expensed at the time of the amendment, and the amended terms to be incorporated into the valuations at each subsequent balance sheet date.

On January 31, 2025, the Company entered into an amendment agreement of the convertible note payable to Dolma. Pursuant to the amendment agreement, the maturity date was revised to February 28, 2026. Further, it was agreed that if the Company enters into a SPAC Business Combination Agreement at any time while the Notes are outstanding, any portion of the Aggregate Notes Amount that is not redeemed or repaid in connection or prior to the closing of the SPAC Transaction will convert, without any required action by the Holder, into shares of Common Stock immediately prior to the consummation of the SPAC Transaction contemplated by the SPAC Business Combination Agreement at a conversion rate that is derived from a Company valuation of $85,000,000, on a fully-diluted basis (provided that the Notes will be deemed have converted simultaneously with all other convertible notes being converted in connection the SPAC Transaction).

The Company evaluated the above amendment agreement entered on January 31, 2025, under the guidance in ASC 470-50 Debt - Modifications and Extinguishments, and it was determined terms of the amendment were not substantially different than the terms of the convertible notes prior to the Amendment. Accordingly, the aforesaid amendment was accounted for as a debt modification.

The 2019 and 2021 Convertible Notes, contain the following conversion features:

Conversionupon next equity financing – The conversion balance will be automatically converted into shares of the Company’s Convertible Preferred Stock upon the closing of the Next Equity Financing. The number of Convertible Preferred Stock to be issued upon the conversion will be equal to the quotient of the outstanding principal and, if so elected by the Company, any accrued and unpaid interest on the date of the conversion, divided by the conversion price calculated as the product of (a) 100% minus the discount rate, times (b) the price paid per share for equity securities by the investor in the Next Equity Financing. The aggregate liquidation preference of the Convertible Preferred Stock issued upon conversion shall be equal to the aggregate conversion balance.

Maturity– If the Next Equity Financing or a corporate transaction (as defined below) has not occurred on or before the Maturity Date, and if the outstanding balance is not repaid by the Company in full on the Maturity Date, then the conversion balance shall automatically be converted into (i) the conversion balance on the Maturity Date, divided by (ii) $2.235 price per share.

Corporatetransaction – In the event of a (i) closing of the sale, transfer or other disposition of all or substantially all of the Company’s assets, (ii) the consummation of the merger or consolidation of the Company with or into another entity, (iii) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company’s securities), of the Company’s securities if, after such closing, such person or group of affiliated persons would hold at least a majority of the outstanding voting stock of the Company (or the surviving or acquiring entity) (the “Corporate Transaction”), or (iv) a liquidation, dissolution or winding up of the Company prior to full payment of either of the Convertible Notes or prior to the time when either of the Convertible Notes are converted as provided in a Next Equity Financing or a Maturity Conversion, then the conversion balance shall automatically be converted into that number of conversion shares immediately prior to the closing of such Corporate Transaction obtained by dividing the conversion balance by 75% of the price per share of the corporate transaction.

SPACPIPE Financing – Aggregate redemption amount of the 2019 and 2021 Convertible Notes will be redeemed in connection with the consummation of a SPAC transaction to be issued by the SPAC (a “SPAC PIPE Financing”). The aggregate redemption amount ranges from $300.0 thousand to $4,000.0 thousand and the corresponding SPAC PIPE Financing amount ranges from $15,000.0 thousand to $40,000.0 thousand.

If the Company enters into a SPAC business combination agreement at any time while the 2019 and 2021 Convertible Notes are outstanding, then any portion of the aggregate outstanding amounts that are not redeemed or repaid in connection with the closing of a SPAC transaction will convert into shares of the Company’s common stock at a conversion valuation of $115,000.0 thousand, on a fully-diluted basis.

The Company qualified for and elected to account for the 2019 and 2021 Convertible Notes under the fair value option and, in doing so, bypassed the analysis of potential embedded derivative features. The Company believes that the fair value option better reflects the underlying economics of the 2019 and 2021 Convertible Notes. As a result, the 2019 and 2021 Convertible Notes were recorded at fair value upon issuance.

The Company recorded a charge of $1,256.0 thousand $859.0 thousand related to changes in fair value for both the 2019 Convertible Note and 2021 Convertible Note, which is recorded as Gain/(loss) on change in fair value in the unaudited condensed consolidated interim statements of operations and comprehensive loss, for the six month ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, and December 31, 2024, the lender of the 2019 and 2021 Convertible Notes was considered a principal owner of the Company, because it held greater than 10% of voting common stock of the Company (also see “Note 18 - Related Parties).

2024Convertible Notes at fair value

In January 2024, the Company entered into two convertible promissory note agreements (the “January 2024 Convertible Notes Agreements”) with a lender for the principal amounts of $2,000.0 thousand (“January 2024 Convertible Note A”) and $4,500.0 thousand (“January 2024 Convertible Note B”), respectively, that each bear interest at a rate of 4.863% per annum, payable at maturity (the “January 2024 Convertible Notes”). The January 2024 Convertible Notes mature in January 2025.

On February 4, 2025, the maturity date of January 2024 convertible note was extended to July 12, 2025 pursuant to the second amendment.

The January 2024 Convertible Notes contain the following conversion features:

Optionalconversion upon a qualifying financing – Before the maturity date in January 2025, if the company plans to go through a significant funding round of the issuance of preferred stock resulting in gross proceeds of at least $5,000.0 thousand (the “January 2024 Notes Qualifying Financing”), it will let the holder know at least 10 days before this funding round is set to happen. The holder then has the option to turn any outstanding obligations from the January 2024 Convertible Notes into shares of preferred stock when the funding round closes, based on all of the outstanding obligations under the January 2024 Convertible Notes (the “Conversion Amount”), divided by a specific price calculated as the lower of two figures: (i) either the maximum share price (the share price cap as discussed below) or (ii) 80% of the price at which other investors are buying the preferred stock in the funding round (the “Conversion Price”). However, if this funding round also counts as a company sell-off or shutdown the holder can choose the optional conversion upon a liquidation event (as described in the “optional conversion upon a liquidation event” section below).

Automaticconversion into common stock - If the company completes the plan of merger as per the Merger Agreement (as defined in “Note 1 - Organization) before the January 2024 Convertible Notes maturity date in January 2025, the Company must notify the lender at least 5 days before the merger is finalized. Immediately preceding the merger, any outstanding amounts the Company owes under the January 2024 Convertible Notes will automatically turn into shares of the Company’s common stock. The number of shares converted is based on the Conversion Amount, divided by the Conversion Price, which will be capped at a maximum value (the share price cap as discussed below).

Optionalconversion into preferred stock or common stock – After the maturity date of this note in January 2025, the holder can choose to turn the Conversion Amount into shares. There are two scenarios: (i) if converted in conjunction with the January 2024 Convertible Notes Qualifying Financing after the maturity date of January 2025, the conversion will be to preferred stock. The number of shares will be the Conversion Amount divided by the Conversion Price, or (ii) if converted at any other time that is not tied to a Qualifying Financing after the maturity date of January 2025, the conversion will be to common stock. The number of shares will be based on the Conversion Amount, divided by the maximum share price (the share price cap as discussed below).

Optionalconversion upon a liquidation event – Before the maturity date in January 2025, or before the January 2024 Convertible Notes convert into shares according to the optional conversion upon a qualifying financing, automatic conversion into common stock, or optional conversion into preferred or common stock as discussed above, if the Company plans to sell off its assets or dissolve (when not part of a merger, a “Liquidation Event”), the holder can: (i) choose to convert any Conversion Amount into common stock immediately prior to the Liquidation Event. The number of shares to be calculated as the Conversion Amount, divided by a set price per share (the share price cap as discussed below), or (ii) alternatively, choose to be paid in cash, which would be the Conversion Amount, payable prior to the Liquidation Event. The Company must notify the holder at least 10 days before the Liquidation Event is expected to occur.

LiquidationPreference Upon Conversion – If the January 2024 Convertible Notes convert in the January 2024 Notes Qualifying Financing, they will be converted into preferred stock such that the liquidation preference shall equal the Conversion Price.

January2024 Convertible Note A specific terms – Upon the occurrence of a default (as defined in the January 2024 Notes Agreement and discussed below), the holder can declare all amounts due and outstanding to be paid immediately. The proceeds received under the January 2024 Convertible Note A are to be used to repurchase 667,000 shares of common stock held by Sameer Maskey, CEO of the Company. The share price cap is $3.00 per share.

January2024 Convertible Note B specific terms – Upon the occurrence of a default (as defined in the January 2024 Notes Agreement and discussed below), the holder can declare all amounts due and outstanding be paid immediately, including a termination fee of $1,000.0 thousand as defined in the January 2024 Notes Agreement). The proceeds received under the January 2024 Convertible Note B are to be used to repay third-party debt of the Company and for working capital purposes. The share price cap is $5.798.

The January 2024 Convertible Notes will default if the Merger Agreement (as defined in “Note 1 – Organization”) is terminated and also has other customary events of default. The January 2024 Convertible Notes are fully secured by 3,600,000 shares of common stock held by Sameer Maskey, the CEO of the Company (refer to “Note 18 – Related Parties”).

The Company qualified for and elected to account for the January 2024 Convertible Notes under the fair value option and, in doing so, bypassed the analysis of potential embedded derivative features. The Company believes that the fair value option better reflects the underlying economics of the January 2024 Convertible Notes. As a result, the January 2024 Convertible Notes were recorded at fair value upon issuance.

The Company evaluated the amendment agreement entered on February 4, 2025, under the guidance in ASC 470-50 Debt - Modifications and Extinguishments, and it was determined terms of the amendment were not substantially different than the terms of the convertible notes prior to the Amendment. Accordingly, the aforesaid amendment was accounted for as a debt modification.

The Company recorded a charge of $184.0 thousand and $760.0 thousand related to changes in fair value for the January 2024 Convertible Notes, which is recorded as Gain/(loss) on change in fair value in the unaudited condensed consolidated interim statements of operations and comprehensive loss, for the six months ended June 30, 2025 and June 30, 2024 respectively.

The January 2024 Convertible Notes were once again amended in July 2025 and basis the amendment the maturity date was revised from July 12, 2025, to October 18, 2025 pursuant to the third amendment. The amended terms are disclosed as a part of Note on Subsequent Events (Refer Note no. 19 Subsequent Events).

2023Notes Payable

In August 2023, the Company entered into a loan and security agreement with a lender (the “2023 Notes Agreement”) that will make available to the Company loans in an aggregate principal amount of up to $4,000.0 thousand in three separate tranches. In that month, the Company withdrew $3,000.0 thousand (the “First Tranche”). The Company additionally had the opportunity to request, subject to the terms of the 2023 Notes Agreement, an additional tranche of $500.0 thousand in or before March 2024 (the “Second Tranche”) and a third tranche of $500.0 thousand in or before June 2024 (the “Third Tranche”) (the First Tranche, Second Tranche and Third Tranche are collectively referred to as the “2023 Notes”). The 2023 Notes bear interest at a rate of 13.25% per annum, compounded annually, payable at maturity. The effective interest rate was 23%. The 2023 Notes were secured by substantially all of the Company’s assets.

In January 2024, the Company repaid the entire aggregate outstanding principal on the 2023 Notes Payable in the amount of $3,000.0 thousand along with an additional payment of $78.5 thousand for interest, prepayment fees, and lender fees. The Company recorded a loss of $601.1 thousand on extinguishment of debt, in the unaudited condensed consolidated interim statements of operations and comprehensive loss for the six months ended June 30, 2024.

***CommonStock Warrants—***In connection with the 2023 Notes Agreement, the Company issued to the lender common stock warrants (the “Common Stock Warrants”) to purchase up to 140,133 shares of the Company’s common stock, exercisable immediately, with an exercise price of $0.46 per share with a contractual term of 10 years. The Company determined that the Common Stock Warrants are freestanding financial instruments and were determined to be within the scope of ASC 480-10, and accordingly, are liability classified. As of six month ended June 30, 2025 and December 31, 2024, the fair value and carrying amount of the Common Stock Warrant Liability was $971.0 thousand and $945.0 thousand, respectively (refer to “Note 3 - Fair Value Measurements”).

The Company recorded a gain of $96.0 thousand and a charge of $373.0 thousand related to changes in fair value, which is recorded as loss on change in fair value in the unaudited condensed consolidated interim statements of operations and comprehensive loss, for the six month ended June 30, 2025 and 2024, respectively.

April2024 Convertible Note

In April 2024, the Company entered into a convertible note agreement (the “April 2024 Convertible Note Agreement”) with a lender for the aggregate principal amount of $125.0 thousand, that bears interest at a rate of 4.71% per annum and is convertible to common stock (the “April 2024 Convertible Note”). The April 2024 Convertible Promissory Note matures in April 2025.

Automaticconversion into common stock – If on or before the maturity date in April 2025, the Company closes the plan of merger as described in the Merger Agreement (as defined in “Note 1 – Organization”), the Company will notify the holder of the April 2024 Convertible Note five days prior to the merger. Immediately prior to the closing of the merger, all of the then outstanding obligations of the April 2024 Convertible Note will automatically convert into the number of common shares equal to the amount outstanding divided by $4.94.

Warrantissuance – Upon the conversion of the April 2024 Convertible Note to common stock, the Company shall issue the holder a warrant to purchase 7,500 shares of common stock of CSLM with a per share exercise price of $11.50.

Subordination– Upon the occurrence of any event of default (as described in the April 2024 Convertible Note Agreement and discussed below), the April 2024 Convertible Note shall become junior and subordinate to the January 2024 Convertible Notes.

The April 2024 Convertible Note has customary events of default, are fully secured by the assets of the Company and because the conversion feature does not meet the definition of a derivative are being accounted for at amortized cost. The proceeds of the April 2024 Convertible Note will be used for working capital purposes.

On February 5, 2025, the conversion price of the April 2024 Convertible Promissory Notes with principal amount of $125,000 was amended to $3.15 from the original conversion price of $4.94.

The Company evaluated the conversion feature of April 2024 Convertible Note offering for embedded derivatives in accordance with ASC 815, Derivatives and Hedging, and the substantial premium model in accordance with ASC 470, Debt. Based on our assessment, separate accounting for the conversion feature of this note offering is not required and will be accounted for under the substantial premium model. Under the substantial premium model, the excess above the fair value amounting to $113.0 thousand this note will be recorded as loss on extinguishment of debt in additional paid-in-capital with a corresponding debit in the unaudited condensed consolidated interim statement of profit and loss for the six months ended June 30, 2025.

The April 2024 Convertible Notes were once again amended in April 2025 and basis the amendment the maturity date was revised from April 5, 2025, to April 5, 2026 pursuant to the second amendment. The Company applied the 10% cash flow test pursuant to ASC 470 to calculate the difference between the present value of the amended note’s cash flows and the present value of the original remaining cash flow and concluded that the results didn’t exceed the 10% factor, the debt modification is not considered substantially different and therefore did not apply extinguishment accounting, rather it accounted for the modification on a prospective basis pursuant to ASC 470.

June2024 Convertible Note

In June 2024, the Company entered into a convertible note agreement (the “June 2024 Convertible Note Agreement”) with a lender for the principal amount of $130.0 thousand, that bears interest at a rate of 4.71% per annum and is convertible to common stock (the “June 2024 Convertible Note”). The June 2024 Convertible Promissory Note matures in June 2025.

Automaticconversion into common stock – If on or before the maturity date in June 2025, the Company closes the plan of merger as described in the Merger Agreement (as defined in “Note 1 – Organization”), the Company will notify the holder of the June 2024 Convertible Note five days prior to the merger. Immediately prior to the closing of the merger, all of the then outstanding obligations of the June 2024 Convertible Note will automatically convert into the number of common shares equal to the amount outstanding divided by $4.94.

Warrantissuance – Upon the conversion of the June 2024 Convertible Note to common stock of CSLM, the Company shall issue the holder a warrant to purchase 7,500 shares of common stock of CSLM with a per share exercise price of $11.50.

Subordination– Upon the occurrence of any event of default (as described in the June 2024 Convertible Note Agreement and discussed below), the June 2024 Convertible Note shall become junior and subordinate to the January 2024 Convertible Notes.

The June 2024 Convertible Note has customary events of default, are fully secured by the assets of the Company and because the conversion feature does not meet the definition of a derivative are being accounted for at amortized cost. The proceeds of the June 2024 Convertible Note will be used for working capital purposes.

On February 5, 2025, the conversion price of the June 2024 Convertible Promissory Note with principal amount of $130,000 was amended to $3.15 from the original conversion price of $4.94.

The Company evaluated the conversion feature of June 2024 Convertible Note offering for embedded derivatives in accordance with ASC 815, Derivatives and Hedging, and the substantial premium model in accordance with ASC 470, Debt. Based on our assessment, separate accounting for the conversion feature of this note offering is not required and will be accounted for under the substantial premium model. Under the substantial premium model, the excess above the fair value amounting to $114.0 thousand this note will be recorded as loss on extinguishment of debt in additional paid-in-capital with a corresponding debit in the unaudited condensed consolidated interim statement of profit and loss for the six months ended June 30, 2025.

The June 2024 Convertible Note were once again amended in July 2025 and basis the amendment the maturity date was revised from June 17, 2025, to June 17, 2026, pursuant to the amendment. The amended terms are disclosed as a part of Note on Subsequent Events (Refer Note no. 19 Subsequent Events).

September2024 Convertible Notes

In September 2024, the Company entered into two convertible note agreements (the “September 2024 Convertible Notes Agreements”) with two lenders, each for the principal amount of $100.0 thousand (the “September 2024 Convertible Notes”). The September 2024 Convertible Notes bear interest at a rate of 4.71% per annum. The 2024 September Convertible Notes mature in September 2026.

Automaticconversion into common stock – If on or before the maturity date in September 2026, the Company closes the plan of merger as described in the Merger Agreement (as defined in “Note 1 – Organization”), the Company will notify the holders of the September 2024 Convertible Notes five days prior to the merger. Immediately prior to the closing of the merger, all of the then outstanding obligations of the September 2024 Convertible Notes will automatically convert into the number of common shares equal to the amount outstanding divided by $4.94.

Warrantissuance – Upon the conversion of the September 2024 Convertible Notes to common stock, the Company shall issue the holders each a warrant to purchase 7,500 shares of common stock of CSLM with a per share exercise price of $11.50.

Subordination– Upon the occurrence of any event of default (as described in the September 2024 Convertible Notes Agreements and discussed below), the September 2024 Convertible Notes shall become junior and subordinate to the January 2024 Convertible Notes.

The September 2024 Convertible Notes have customary events of default, are fully secured by the assets of the Company and because the conversion feature does not meet the definition of a derivative are being accounted for at amortized cost. The proceeds of the September 2024 Convertible Notes will be used for working capital purposes.

On February 5, 2025, the conversion price of the two September 2024 Convertible Promissory Notes with principal amount of $ 100,000 each was amended to $3.15 from the original conversion price of $4.94.

The Company evaluated the conversion feature of September 2024 Convertible Notes offering for embedded derivatives in accordance with ASC 815, Derivatives and Hedging, and the substantial premium model in accordance with ASC 470, Debt. Based on our assessment, separate accounting for the conversion feature of these notes offering is not required and will be accounted for under the substantial premium model. Under the substantial premium model, the excess above the fair value amounting to $164.0 thousand these notes will be recorded as loss on extinguishment of debt in additional paid-in-capital with a corresponding debit in the unaudited condensed consolidated interim statement of Operations and Comprehensive Loss for the six months ended June 30, 2025.

February2025 Convertible Notes

On February 24, 2025, the company entered into a convertible promissory note amounting to $180,000 with an interest rate of 4.71% and maturity date of February 19, 2028. Upon closing of the merger agreement, the Note shall automatically convert into the number of shares of Common Stock equal to the then outstanding Obligations under the note divided by the applicable Conversion Price i.e., $3.15.

Automaticconversion into common stock – If on or before the maturity date in February 2028, the Company closes the plan of merger as described in the Merger Agreement (as defined in “Note 1 – Organization”), the Company will notify the holders of the February 2025 Convertible Notes five days prior to the merger. Immediately prior to the closing of the merger, all of the then outstanding obligations of the September 2024 Convertible Notes will automatically convert into the number of common shares equal to the amount outstanding divided by $3.15.

Subordination– Upon the occurrence of any event of default (as described in the February 2025 Convertible Notes Agreements and discussed below), the February 2025 Convertible Notes shall become junior and subordinate to the January 2024 Convertible Notes.

The February 2025 Convertible Note has customary events of default, are fully secured by the assets of the Company and because the conversion feature does not meet the definition of a derivative are being accounted for at amortized cost. The proceeds of the February 2025 Convertible Note will be used for working capital purposes.

SubsequentConversion

On October 22, 2025, Merger Sub merged with and into Fusemachines, the separate corporate existence of Merger Sub ceased to exist and Fusemachines was the surviving company and a wholly owned subsidiary of Pubco Following the completion of the business combination, all convertible notes (related parties and other convertible notes) were converted into equity of the public company. The terms of the merger are disclosed as a part of Note on Subsequent Events (Refer Note no. 19 Subsequent Events).

RelatedParty loan payable

During the previous year ended December 31, 2024, the Company entered into seven separate promissory notes with Mr. Maskey for an aggregate principal amount of $700.0 thousand (the “2024 Related Party Promissory Notes”). The 2024 Related Party Promissory Notes bear interest at a rate of 4.71% per annum and mature in December 2025. Upon an event of default, the 2024 Related Party Promissory Notes shall become junior and subordinate to the January 2024 Convertible Notes (also see “Note 18 - Related Parties”), and any amounts owed will bear interest at 10% per annum until the obligations are satisfied in full. The 2024 Related Party Promissory Notes have customary events of default. As of June 30, 2025, the balance of the 2024 Related Party Promissory notes of $700.0 thousand, is included in related party loan payable - current in the unaudited condensed consolidated interim balance sheets and is being accounted for at amortized cost.

On February 12, 2025, an amendment to the seven promissory notes was entered into between the company and the CEO, Mr. Sameer Maskey. As per the original agreement, the maturity date was earlier of (1) the occurrence of an Event of Default and (2) December 31, 2024. Pursuant to the amendment agreement, the maturity date was extended to earlier of (1) the occurrence of an Event of Default and (2) December 31, 2025.

The Company evaluated the amendment in maturity date under the guidance in ASC 470-50 Debt - Modifications and Extinguishments, and it was determined that there was no gain/loss to be recorded in the unaudited condensed consolidated statements of operations and comprehensive loss, for the six months ended June 30, 2025.

Subsequent to June 30, 2025, Fusemachines incurred interest expense on promissory notes held at amortized cost and subsequently the promissory notes principal and accrued and unpaid interest were repaid in cash upon the Closing of merger. The terms of the merger are disclosed as a part of Note on Subsequent Events (Refer Note no. 19 Subsequent Events).

Others-February 2025 Convertible Notes

In connection with the second amendment to the Merger Agreement, Consilium Frontier Equity Fund, LP provided financing to Fusemachines in the amount of $2,160,000, in exchange for a convertible note which note shall convert into shares of common stock of Fusemachines at a price of $0.44 per share (a) automatically at the time of the Business Combination, or (b) on July 12, 2025 at the option of the holder, if not, then payable in cash.

Pursuant to the terms of the Note and related Escrow Agreement, the proceeds are required to be deposited into an escrow account and will be released to the Company only upon the consummation of the Business Combination.

Further, per Section 4.2 of the Escrow Agreement “Upon the Closing, the Company, Investor and Fusemachines shall jointly deliver a Joint Release Notice to the Escrow Agent directing the Escrow Agent to disburse to the Pubco all of the Funds in the Escrow Account.” Accordingly, the escrowed funds are not freely available to the Pubco prior to joint instruction by the Investor, Fusemachines, and the Company.

On May 22, 2025, the proceeds from Consilium Frontier Equity Fund, LP have been received into an escrow account.

Since the release of proceeds is contingent upon the occurrence of the Business Combination, an event not wholly within the control of the Company, the same has not been recognized in the unaudited condensed consolidated financial statements as of June 30, 2025.

Subsequent to June 30, 2025, Fusemachines received funds from a convertible note with an affiliate of the Sponsor in the principal amount of $2,160,000. On October 22, 2025 (Closing Date), the note was converted into a number of shares of Fusemachines Common Stock pursuant to the conversion terms of the convertible note agreement.

Note10 - Convertible Preferred Stock

Effective February 2023, the Company amended the Third Amended and Restated Certificate of Incorporation of Fusemachines Inc. (the “Restated Certificate”) to increase the number of shares of series seed preferred stock (“Convertible Preferred Stock”) that the Company is authorized to issue from 9,038,725 to 9,076,734 (including 5,441 authorized shares of preferred stock not assigned to a particular series) and increase the authorized shares of series seed-2 preferred stock (“Series Seed-2 Convertible Preferred Stock”).

The authorized, issued and outstanding shares of the Convertible Preferred Stock, liquidation preferences and carrying values as of June 30, 2025 and December 31, 2024 were as follows (in thousands, except share numbers):

	As of June 30, 2025 and December 31, 2024
Series	Authorized Shares		Issued and<br><br> <br>Outstanding<br><br> <br>Shares		Liquidation<br><br> <br>Preferences		Carrying Value
Seed-1		2,018,725		2,013,724	$	1,350	$	1,323
Seed-2		1,402,568		1,402,606	$	940		940
Seed-3		2,700,000		2,681,851	$	2,515		2,515
Seed-4		2,950,000		2,945,053	$	3,100		3,087
Total		9,071,293		9,043,234			$	7,865

Rights,preferences and privileges of the Convertible Preferred Stock

The rights, preferences and privileges of the Convertible Preferred Stock were as follows:

Dividends. The Company may not pay dividends on other classes or series of stock (excluding dividends in common stock) before unless the holders of the Company’s Convertible Preferred Stock receive, at the same time or before, a dividend on each of their shares. Upon the declaration of a dividend for another class or series of stock (excluding common stock), the holders of the Convertible Preferred Stock are entitled to receive dividends based on the equivalent amount if the other stocks were converted into common stock, times the number of common stock shares that each Convertible Preferred Stock share could be converted into (as adjusted for stock splits, combinations and reorganizations). No dividends have been declared to date.

Conversion. The series seed preferred stock is convertible, at the option of the holder, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock as is determined by dividing the series seed original issue price by the series seed conversion price in effect at the time of conversion.

Votingrights. The holders of Convertible Preferred Stock are entitled to that number of votes on all matters presented to stockholders equal to the number of shares of common stock then issuable upon conversion of such preferred stock. The holders of Convertible Preferred Stock are entitled to elect one director of the Company.

Liquidation. In the event of any sale of substantially all of the assets, a merger, or liquidation, dissolution or winding up of the Company, the holders of series seed-4 Convertible Preferred Stock then outstanding will be entitled to receive, in preference to the holders of all other series of Convertible Preferred Stock and common stock, an amount equal to or greater than (a) $1.0553 per share (as adjusted for stock splits, combinations, and reorganizations) plus declared and unpaid dividends, if any, or (b) such amount per share as would have been payable had all shares of series seed-4 Convertible Preferred Stock had been converted to common stock immediately prior to such liquidation, dissolution or winding up or deemed liquidation event. Given that deemed liquidation event is within the control of the common stockholders, the Convertible Preferred Stock is recognized as permanent equity within the unaudited condensed consolidated interim statements of stockholders’ deficit.

After the payment of all preferential amounts required to the paid to the holders of shares of series seed-4 Convertible Preferred Stock, the holders of series seed 3, 2, and 1 Convertible Preferred Stock will be entitled to receive, on a pari passu basis and in preference to the holders of common stock, $0.9379, $0.6704, and $0.6704, respectively, per share plus declared and unpaid dividends, if any. After the payment of all preferential amounts required to be paid to the holders of series seed-4 Convertible Preferred Stock, then the holders of series seed 3, 2 and 1 Convertible Preferred Stock, shall be entitled to be paid out of the assets of the Company. After distributing to all preferred stockholders, the remaining assets of the Company will be distributed ratably to the holders of the common stock on a pro rata basis.

Note11. Stockholders’ Deficit

CommonStock

In connection with the Restated Certificate, the number of shares of common stock that the Company is authorized to issue is 24,200,000 as of June 30, 2025 and December 31, 2024.

The Company’s reserved shares of common stock for future issuance related to potential conversion of the Convertible Preferred Stock, exercise of Common Stock Warrants and exercise of stock options are as follows:

	As of June 30,<br> <br>2025
Convertible preferred stock (as converted to common stock)		9,043,234	9,043,234
Common stock warrants		140,133	140,133
Common Stock Contingent Obligation		45,000	45,000
Stock options		2,531,789	2,583,577	(1)
		11,760,156	11,811,944
(1)	Includes 10,292 stock options as of December 31, 2024 that<br>were legally exercised prior to meeting the service base vesting requirements in exchange for nonrecourse promissory notes (Refer to<br>“The Promissory Notes Transactions” in “Note 13 – Stock-based Compensation”).
---	---

ConvertiblePreferred Stock

In connection with the Restated Certificate, the number of shares of Convertible Preferred Stock that the Company is authorized to issue is 9,076,734. (Refer to “Note 10 – Convertible Preferred Stock”).

Warrants

As of June 30, 2025 and December 31, 2024, the Company had Common Stock Warrants outstanding to purchase up to 140,133 shares of the Company’s common stock at an exercise price of $0.46 per share and have a contractual term of 10 years. The Common Stock Warrants were issued in August 2023. (Refer to “Note 3 - Fair Value Measurements” and “Note 9 - Long-term Debt”).

CommonStock Contingent Obligation

As of June 30, 2025, the Company had a contingent obligation to issue 45,000 shares of common stock upon closing of the Merger to a certain vendor (also see “Note 16 – Commitments and Contingencies”).

Note12. Revenue

Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the majority of the Company’s revenues are recognized over time as services are performed. The Company recognizes revenue when a performance obligation is satisfied by transferring control of the product or service to the customer.

The Company provides services to customers worldwide, with the majority of revenues being derived from contracts with customers located within the United States. The table below presents the breakdown of the Company’s revenues, based on the customer’s location (in thousands).

	Six Months Ended June 30,
	2025		2024
Customer locations
United States	$	3,723	$	4,264
Rest of the world		264		104
Total revenue	$	3,987	$	4,368

The table below presents the breakdown of the Company’s revenues, based on the customer’s service type (in thousands):

	Six month ended June 30,
	2025		2024
Service type
AI Solutions (Products and Services)	$	3,866	$	4,368
AI education services	$	121		-
Total revenue	$	3,987	$	4,368

ServiceType

During the six months ended June 30, 2025, and 2024, the Company had one significant service type, AI Solutions (products and services). For the six months ended June 30, 2025, and 2024, there were $3,866 thousand and $4,368 thousand of AI Solutions (products and services) revenue. The company had insignificant revenue from AI Solutions – Products for the six months ended June 30, 2025, and 2024, respectively. The revenue recognised for AI education services were $121 thousand and Nil during the six months ended June 30, 2025, and 2024, respectively.

DeferredRevenue

During the six months ended June 30, 2025, the Company recognized revenue of $53.7 thousand from the deferred revenue balance as of December 31, 2024. During the six months ended June 30, 2024, the Company recognized revenue of $20.6 thousand from the deferred revenue balance as of December 31, 2023.

ContractCosts

The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. Management expects that commission fees paid to sales representatives as a result of obtaining service contracts and contract renewals, are recoverable and therefore the Company’s unaudited condensed consolidated interim balance sheets included capitalized balances in the amount of $20.6 thousand and $21.9 thousand as of June 30, 2025 and December 31, 2024 which represents the current portion and is included within prepaid expenses and other current assets, respectively and $1.4 thousand and $5 thousand, as of June 30, 2025 and December 31, 2024, respectively, which are included within other assets. Capitalized commission fees are amortized on a straight-line basis over the average period of service contracts of approximately two years and are included in selling and marketing in the accompanying unaudited condensed consolidated interim statements of operations and comprehensive loss. Amortization recognized during the six months ended June 30, 2025, and 2024 was $15.9 and $17.4 thousand, respectively.

Transactionprice allocated to remaining performance obligations

The Company elected to apply the practical expedient for the right to invoice and does not disclose performance obligations that have original expected durations of one year or less.

The opening and closing balances of contract assets, deferred revenue and unbilled revenue are as follows (in thousands):

****	Contract asset		****	Deferred revenue		****	Unbilled Revenue		****
Ending balance as of December 31, 2023	$	22		$	21		$	80
Increase/(decrease), net		5			33			33
Ending balance as of December 31, 2024		27			54			113
Increase/(decrease), net		(5	)		(54	)		(1	)
Ending balance as of June 30, 2025	$	22			-		$	112

Note13. Stock-based Compensation

Effective June 2014, the Company adopted an equity-based compensation plan, the 2014 Equity Incentive Plan (the “2014 Plan”), which allows for the grant of stock options, stock issuances and other equity interests in the Company to the Company’s officers, directors, employees and consultants. The 2014 Plan is administrated by the Company’s Board of Directors, or a committee appointed by the Board. In February 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”), which provides for the grant of incentive stock options, restricted stock awards and restricted stock units (“RSUs”) to eligible employees, directors and consultants of the Company. With the introduction of the 2023 Plan, shares are no longer available for future grants under the 2014 Plan. Awards outstanding under the 2014 Plan will be governed by the 2023 Plan. 4,951,530 shares of Common Stock were authorized for issuance under the 2023 Plan to officers, directors, employees and consultants of the Company.

The 2023 Plan was amended and approved by the stockholders of the Company in December 2023 to increase the number of shares of the Company’s Common Stock reserved for issuance under the Fusemachines Inc. 2023 Amended and Restated Equity Plan (the “2023 Equity Incentive Plan”) by 595,000 to 5,546,530 shares of common stock.

As of June 30, 2025, 1,154,247 shares of Common Stock were available for future grant under the 2023 Plan. Shares that are expired, terminated, surrendered, or cancelled without having been fully exercised or issued will be available for future awards. The Company may use either authorized and unissued shares or treasury shares, when available, to meet share requirements resulting from the exercise of stock options.

The stock-based compensation expense during the six month ended June 30, 2025, and 2024 are reported in the following unaudited condensed consolidated interim financial statement line items (in thousands):

	Six month ended June 30,
	2025		2024
General and administrative	$	78	$	377
Cost of revenue		10		34
Selling and marketing		19		130
Research and development		11		103
Total stock-based compensation expense	$	118	$	644

StockOptions

The Company’s stock options outstanding consist primarily of time-based options to purchase common stock, the majority of which vest over a two-to-four- year period and have a ten-year contractual term. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company.

The following table summarizes the stock option activity for options with service-based vesting conditions during the six month ended June 30, 2025:

			Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price			Aggregate<br><br> <br>Intrinsic<br><br> <br>Value (In<br><br> <br>thousands)
Outstanding balance as of December 31, 2024	2,583,577		$	1.24	6.50	$	11,885
Granted	-			-	-		-
Exercised	(10,292	)	$	0.46	-		-
Forfeited	(18,293	)	$	3.67	-		-
Expired	(23,203	)	$	1.30	-		-
Outstanding balance as of June 30, 2025	2,531,789		$	1.22	5.86	$	11,786
Options vested and exercisable as of June 30, 2025	2,215,397		$	1.00	5.49		10,810

During the six month ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense of $118.0 thousand and $644.0 thousand, respectively. As of June 30, 2025, total stock-based compensation expense not yet recognized related to unvested stock options was $557.0 thousand, which is expected to be recognized over a weighted-average period of 2.40 years.

The total intrinsic value of options exercised was $ 55.78 thousand and $10,674.5 thousand during the six month ended June 30, 2025 and year ended December 31, 2024, respectively.

The weighted average grant-date fair value per share of stock options granted during the six month period June 30, 2025 and 2024 was Nil and $2.80, respectively. The Company estimated the fair value of stock options using the Black-Scholes Model on the date of grant. The assumptions used in the Black-Scholes Model were as follows:

	June 30,
	2025(1)		2024
Weighted average expected term (years)		-		5.79
Weighted average expected volatility		-		66.90	%
Risk-free interest rate		-		4.08% - 4.1%
Dividend yield		-		0	%
(1)	There<br> were no stock options granted during the six months ended June 30, 2025.
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ThePromissory Notes Transaction

EarlyExercise of Stock Options

The Company permits certain employees and directors to exercise stock options granted under the 2023 Plan prior to vesting. In February 2023, the Company’s Chief Executive Officer, Mr. Maskey and other three executives early exercised a total of 2,470,000 stock options prior to vesting (The February Options Awards); however, in lieu of the cash consideration required to exercise the stock options, these individuals each provided a 3.82% interest bearing non-recourse note (the “2023 Promissory Notes”), for an aggregate principle of $1,136.2 thousand. The notes are scheduled to mature in February 2030.

The nonrecourse nature of the loan secured by the shares pledged as collateral essentially provides the employee with rights like that of an option and thus no receivable for amounts due under the 2023 Promissory Notes was recorded on the Company’s unaudited condensed consolidated interim balance sheets. While the shares of common stock purchased by the employees in exchange for the 2023 Promissory Notes are considered legally issued, the shares are not deemed, for accounting purposes, outstanding and are considered restricted until all of the options are fully vested and the outstanding principal and accrued interest due on the note is repaid in full.

The issuance of the 2023 Promissory Notes resulted in an additional stock-based compensation expense of Nil and $6.6 thousand for the six month ended June 30, 2025 and 2024, respectively, based on the grant-date fair value of the Promissory Notes, which was determined using the Black-Scholes Model.

The assumptions used in deriving the grant-date fair value of the 2023 Promissory Notes via the Black-Scholes Model were as follows: (i) a stock price of $0.58 per share, (ii) an exercise price of $0.46 per share, (iii) an estimated risk-free interest rate of 4.02%, (iv) an expected term of 3.50 years, (v) volatility of 75%, and (vi) a dividend yield of 0%. These assumptions resulted in a grant-date fair value of approximately $0.35 per option.

The Company continues to recognize expenses for the original option award of 2,470,000 shares granted in February 2023 (the “February Option Awards”), which were early exercised in exchange for Promissory Notes. The early exercise is not considered substantive for accounting purposes until the vesting requirements are met through continued employment and service to the Company. As of June 30, 2025 and 2024, the Company recognized Nil and $20.5 thousand, respectively, in stock-based compensation expense related to the February Option Awards. The unrecognized stock-based compensation expense related to the February Option Awards was Nil. The weighted-average grant-date fair value per share of the February Option Awards was $0.33.

Repaymentof the Promissory Notes

In January 2024, the Company repurchased 667,000 shares of common stock from Sameer Maskey, the CEO, at a price of $4.352 per share, totalling $2,902.7 thousand (the “Repurchase Consideration”). Mr. Maskey applied $902.7 thousand of the Repurchase Consideration toward repayment of his 2023 Promissory Note to the Company. Upon repayment, the 2023 Promissory Note, along with any accrued interest, was settled, and the vested shares pledged under the 2023 Promissory Notes are now considered exercised. As of the June 30, 2025, there were no shares which were subject to vesting.

Note14. Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands except for share and per share amounts):

	Six Months Ended June 30,
	2025			2024
Numerator:
Net loss	$	(4,039	)	$	(6,517	)
Denominator:
Weighted-average common shares outstanding - basic <br>and diluted		11,049,680			10,283,856
Net loss per share attributable to Fusemachines Inc. common stockholders - basic and diluted	$	(0.37	)	$	(0.63	)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:

	June 30,		December 31,
	2025 ^(I)^		2024
Convertible Preferred Stock (as converted to common stock)		9,043,234		9,043,234
Common Stock Warrants		140,133		140,133
Stock options		2,531,789		2,583,577	(1)
		11,715,156		11,766,944
(1)	Includes 10,292 stock options as of December 31, 2024 that<br>were early exercised in exchange for non-recourse promissory notes. (Refer to “Note 13 – Stock-based Compensation”).
---	---

The Convertible Notes were also outstanding as of June 30, 2025 and December 31, 2024, which could obligate the Company to issue preferred shares upon the occurrence of various future events at prices and in amounts that are not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of the Convertible Notes have not been satisfied as of June 30, 2025 and December 31, 2024, the Company has excluded the Convertible Notes from the table above and the calculation of diluted net loss per share. (Refer to “Note 9 - Long-term Debt”)

The Company has also entered into a contingent obligation to issue 45,000 shares of its common stock to a certain vendor in connection with an outstanding accounts payable balance as part of a settlement agreement (refer to “Note 16 - Commitments and Contingencies”). The issuance of common stock is contingent upon the completion the Merger (refer to “Note 1 - Organization”). As the Merger had not taken place as of June 30, 2025, and December 31, 2024, the conditions for the issuance of common stock have not been satisfied. Accordingly, the Company has excluded the common stock shares arising from this contingent obligation from the table above and the calculation of diluted net loss per share.

Note15. Income Taxes

For the six months ended June 30, 2025, and June 30, 2024, the Company recorded no income tax expense (benefit), respectively, due to the generation of net operating losses, the benefits of which have been fully reserved.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized R&D expenses and net operating loss carry forwards. The Company has considered its history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, as of December 31, 2024 and June 30, 2025, the Company has maintained a full valuation allowance against its net deferred tax assets.

Note16. Commitments and Contingencies

ConsultingAgreement

In December 2020, the Company entered into a consulting agreement with a certain vendor, whereby they agreed to help develop and implement sales strategies for the Company for $10.0 thousand per month as well as a commission fee as defined in the agreement.

In August 2024, the Company entered into a second agreement (the “Second Agreement”) with the same vendor mentioned above whereby the Company and vendor acknowledged an outstanding accounts payable balance of $408.9 thousand owed to the vendor for services provided. The Second Agreement stipulates that in full and final satisfaction of this balance, the Company will: (i) issue 45,000 shares of its common stock to the vendor immediately prior to and contingent upon the consummation of the Merger (see “Note 1 – Organization”), and (ii) pay $208.9 thousand in cash to the vendor within ten days after the closing of the Merger. If the Merger does not close the $408.9 thousand will be payable to the vendor in cash.

The Company evaluated the feature in the Second Agreement whereby the closing of the Merger triggers the obligation to issue 45,000 shares of the Company’s common stock (the “Conversion Feature”) to determine whether the feature should be considered a freestanding financial instrument (as defined in ASC 480-10-20) or whether it should be considered embedded. The Company determined that the Conversion Feature should be considered embedded because it did not meet the definition of a freestanding financial instrument because it was neither i) entered into separately and apart from any of the entity’s other financial instruments, nor was it ii) separately exercisable.

After determining that the Conversion Feature should be considered embedded, the Company determined that it did not require bifurcation as an embedded derivative under ASC 815-15 because it did not meet the net settlement criterion to be considered a derivative.

Subsequent to determining that derivative bifurcation for the Conversion Feature was not required, the Company evaluated its obligations to the vendor under the Second Agreement to determine whether the Second Agreement should be accounted for as an extinguishment (in accordance with ASC 470-50) of the Company’s initial obligations (those obligations prior to the Second Agreement under the initial consulting agreement) and an immediate recognition of the new obligations specified in the Second Agreement. The Company determined that the Second Agreement should be accounted for as an extinguishment because the Conversion Feature represented the addition of a substantive conversion option, as that term is used in ASC 470-50-50-10 (and as it is defined in ASC 470-20-40-7). As the Company determined that the Second Agreement should be accounted for as an extinguishment, it calculated a loss on extinguishment (in accordance with ASC 470-50-40-4) equal to the reacquisition price of the new obligations under the Second Agreement less the net carrying amount of the initial obligation under the initial consulting agreement. The reacquisition price was equal to the fair value of the new obligations on the effective date of the Second Agreement, which was determined to be $478.6 thousand, and the net carrying amount of the initial obligation was $408.9 thousand, which resulted in a loss on extinguishment of $69.7 thousand, which is recorded in loss on extinguishment of payable in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024. In accordance with ASC 470-20-25-13, the offset to the loss on extinguishment of $69.7 thousand was recorded as an increase to additional paid-in capital as the premium associated with the new obligations issued under the Second Agreement was determined to be substantial. The $408.9 thousand obligation incurred under the initial consulting agreement, which is described in the Second Agreement, is recorded in accounts payable in the unaudited condensed consolidated interim balance sheet as of June 30, 2025 and December 31, 2024.

The fair value of the new obligations used to determine the loss on extinguishment was determined using a probability-weighted expected return method/scenario-based method. The significant inputs to the valuation method were an estimate of the probability of the Merger closing, an estimate of the date the Merger will close, an estimate of the fair value of the Fusemachines shares (estimate based on an income approach and market approach in accordance with Internal Revenue Service Ruling 59-60 for compliance with Internal Revenue Code Section 409A) to be issued upon the closing of the Merger, and an estimated discount rate. As the method for estimating the fair value of the new obligations used significant unobservable inputs, it was determined to represent a Level 3 fair value measurement.

Guaranteesand Indemnifications

In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or has been required to defend any action related to its indemnification obligations. As of June 30, 2025 and December 31, 2024, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Litigation

Fusemachines Inc. received a legal notice dated March 27, 2025, requiring payment of $76.3 thousand to a vendor under a Work Labor & Services agreement due to alleged non-fulfilment of payment obligations. Based on its assessment of the services received and contractual terms, management believes that the amount payable is $41.3 thousand, which has been recognized in its unaudited condensed consolidated interim balance sheet as of June 30, 2025, and intends to contest the remaining portion of the claim. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition, or cash flows.

Leaseobligations

Refer to “Note 17 – Leases” for a description of the Company’s lease obligations as of June 30, 2025 and December 31, 2024.

Note17. Leases

The Company has operating leases for office space. These leases have expected remaining lease terms ranging from less than one year to 7 years. The Company currently has two leases with an initial term of 12 months or less that are accounted for as short-term leases. The Company does not separate lease and fixed non-lease components of lease contracts. The Company’s lease terms may include options to extend or terminate the lease. These options are included in the lease term only when it is reasonably certain that the Company will elect the option.

There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space.

There was no sublease rental income for the six months ended June 30, 2025 and 2024, and the Company is not the lessor in any lease arrangement. There were no related party lease arrangements during the six months ended June 30, 2025, and 2024.

The table below presents certain information related to the Company’s lease costs for the period ended (in thousands):

	For the Six Months<br> Ended June 30,
	2025		2024
Operating lease expense		87		147
Short-term lease cost		47		42
Variable lease cost		9		9
Total lease cost		143		198

LeasePosition

Operating lease right-of-use assets and operating lease liabilities were recorded in the unaudited condensed consolidated interim balance sheets as follows (in thousands):

	June 30,<br> <br>2025		December 31,<br><br> <br>2024
Assets
Operating lease right-of-use assets	$	827	$	870
Liabilities
Current liabilities:
Operating lease liability, current		82		74
Noncurrent liabilities:
Operating lease liability		836		878
Total operating lease liability	$	918	$	952

The table below presents certain information related to the weighted-average remaining lease term and the weighted-average discount rate for the Company’s operating leases:

	June 30,			December 31,
	2025			2024
Weighted average remaining lease term (in years) - operating leases		6.65			7.17
Weighted average discount rate - operating leases		9.25	%		9.25	%

CashFlows

The table below presents certain information related to the cash flows for the Company’s operating leases for the period ended (in thousands):

	For the six months<br> ended June 30,
	2025			2024
Amortization of right-of-use assets		43			68
Change in operating lease liability		(34	)		(56	)
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets		-			-

Future minimum lease payments required under operating leases are as follows (in thousands):

Period ended June 30,
2025 (remaining)	80
2026	167
2027	176
2028	184
2029	195
2030 and thereafter	452
Total minimum lease payments	1,254
Less: effects of discounting	(336	)
Present value of future minimum lease payments	918

Note18. Related Parties

RelatedParty Convertible Notes

In October 2019 and September 2021, the Company entered into two convertible promissory note agreements (the “Related Party Convertible Notes Payable”) with a lender. As of June 30, 2025 and December 31, 2024, the lender was considered a principal owner of the Company because it held greater than 10% of voting common stock of the Company. The related party convertible notes payable were $7,780.0 thousand and $6,524.0 thousand, as of June 30, 2025 and December 31, 2024, respectively, recorded in “Related party convertible notes payable, at fair value” in the unaudited condensed consolidated interim balance sheet. Refer to “Note 9 – Long-Term Debt” “Convertible Notes at Fair Value” section.

2021Investment Agreement

In January 2021, Fusemachines Nepal Private Limited entered into an investment agreement with a related party, Gyanu Maskey (“Mrs. Maskey”), an immediate family member of Sameer Maskey (“Mr. Maskey”) the Company’s CEO (the “January 2021 Related Party Investment Agreement”) and Mrs. Maskey agreed to subscribe to 433,728 shares of Fusemachines Nepal Private Limited ordinary shares (the “January 2021 Subscription Shares”) over a term of three years (the “Completion Date”) and provided an advance amount of $376.4 thousand to Fusemachines Nepal Private Limited during 2021. According to the terms of the January 2021 Related Party Investment Agreement, the Company could opt to refund Mrs. Maskey prior to the Completion Date without having to issue the January 2021 Subscription Shares. In 2021, the Company opted to refund Mrs. Maskey, not issue the January 2021 Subscription Shares, and agreed to provide a refund in monthly payments. The January 2021 Related Party Investment Agreement was completed in February 2023.

BO2Purchase Agreement

In July 2021, Fusemachines Nepal Private Limited entered into the BO2 Purchase Agreement with a related party, BO2, and Mr. Maskey. According to the terms of the BO2 Purchase Agreement, BO2 agreed to invest up to $964.2 thousand in Fusemachines Nepal Private Limited to support the development and growth of the business. (Refer to “Note 7 – Cumulative Mandatorily Redeemable Financial Instruments”). In addition, the BO2 Purchase Agreement also included terms and conditions of regulating the management and operation of Fusemachines Nepal Private Limited, their relationship with each other, certain aspects of the business and affairs of, and their dealings with, Fusemachines Nepal Private Limited and BO2’s exit from Fusemachines Nepal Private Limited. The BO2 Agreement required Fusemachines Nepal Private Limited to pay BO2 a one-time arrangement fee of 1.5% exclusive of value added tax (“VAT”) of the BO2’s total investment, and an annual monitoring fee. Fusemachines Nepal Private Limited incurred an initial arrangement fee of $ 13.7 thousand which was recorded as a reduction to cumulative mandatorily redeemable common and preferred stock liability in the unaudited condensed consolidated interim balance sheet for the periods ended June 30, 2025, and December 31, 2024. Additionally, Fusemachines Nepal Private Limited incurred Nil as an annual monitoring fee for the six months ended June 30, 2025 and 2024.

Repurchaseand Repayment of 2023 Promissory Notes

In January 2024, the Company repurchased 667,000 shares of its common stock from Mr. Maskey, at a price of $4.352 per share for a total of $2,902.7 thousand. Out of this amount, $902.7 thousand was applied towards repayment of Mr. Maskey’s 2023 Promissory Note including accrued interest and balance of the Repurchase Consideration amounting to $2,000.0 thousand that was paid in cash to Mr. Maskey (see “Note 13 – Stock-Based Compensation”).

January2024 Related Party Pledge Agreement

In January 2024, Mr. Maskey entered into a pledge agreement (the “January 2024 Related Party Pledge Agreement”) with Consilium Extended Opportunities Fund, LP (“Consilium”). As per the terms of the January 2024 Related Party Pledge Agreement, Mr. Maskey agreed to assign a security interest to Consilium of 3,600,000 shares of common stock held by Mr. Maskey to fully secure the Company’s obligations under the January 2024 Convertible Notes (also see “Note 9 – Long-Term Debt”).

2024Related Party Promissory Notes

During 2024, the Company entered into seven separate promissory notes with Sameer Maskey, the CEO of the Company for aggregate principal amount of $700.0 thousand (refer to “Note 9 – Long-Term Debt”).

Note19. Subsequent Events

The Company has evaluated subsequent events through the date of issuance of these unaudited condensed consolidated interim financial statements and determined that there have been no events that have occurred that would require adjustments to disclosures in the unaudited condensed consolidated interim financial statements except for the below items:

Amendmentof the maturity date

On July 12, 2025, the maturity date of January 2024 Convertible Notes were extended from July 12, 2025 to October 18, 2025, pursuant to the third amendment. The company is currently assessing the impact of this amendment.

On July 23, 2025, the maturity date of June 2024 Convertible Note was extended from June 17, 2025 to June 17, 2026, pursuant to the amendment. The company is currently assessing the impact of this amendment.

MergerAgreement

Upon the closing of the Merger:

●	In<br> connection with the Business Combination, CSLM Holdings, Inc. was renamed “Fusemachines Inc.” (“Pubco”),<br> and Fusemachines Inc. was renamed “Fusemachines USA, Inc.”
●	On<br> the Closing Date, (a) the shareholders of Fusemachines were issued an aggregate of 19,214,201 shares of New Fusemachines Common Stock,<br> an aggregate of 693,420 shares of New Fusemachines Common Stock were reserved for issuance upon the exercise of stock options, and<br> an aggregate of 122,211 shares of New Fusemachines Common Stock were reserved for issuance upon the exercise of common stock warrants;<br> (b) the public shareholders of CSLM received an aggregate of 901,955 shares of New Fusemachines Common Stock, (c) all public rights<br> were converted into 1,897,500 shares of New Fusemachines Common Stock; (d) New Fusemachines issued an aggregate of 4,743,750 shares<br> of New Fusemachines Common Stock to private placement investors; (e) New Fusemachines issued an aggregate of 1,184,000 shares of<br> New Fusemachines Common Stock, in connection with the PIPE Financing; and (f) the Sponsor Convertible Notes were exchanged for an<br> aggregate of 408,639 newly-issued shares of New Fusemachines Common Stock.
●	Approximately<br> $ 8.8 million in cash was received for the issuance of 884,000 shares of Fusemachines Pubco Common Stock. In addition, $ 3 million<br> in cash was received under the contingent PIPE investment, resulting in the issuance of an additional 300,000 shares of Fusemachines<br> Pubco Common Stock. Further Fusemachines Inc. received funds from a convertible note with an affiliate of the Sponsor in the principal<br> amount of $2.2 million. On the Closing Date, the note was converted into a number of shares of Fusemachines Inc. Common Stock pursuant<br> to the conversion terms of the convertible note agreement. The overall net proceeds received by Fusemachines Inc. for the issuance<br> is approximately $ 9.4 million.
●	Approximately<br> $11.0 million prepayment was made by CSLM to the Meteora Parties pursuant to the Forward Purchase Agreement, which was funded directly<br> from the Trust Account at Closing.
●	For<br> the promissory notes held at amortized cost issued to its Chief Executive Officer in 2024, principal and accrued and unpaid interest<br> amounting to approximately $ 0.74 million was repaid in cash upon the Closing.
●	Each<br> Fusemachines convertible note (including both related party and other convertible notes) that was issued and outstanding immediately<br> prior to the Closing was converted into Fusemachines Common Stock of 8,048,770 shares in accordance with the applicable convertible<br> note agreement and immediately following such conversion such Fusemachines Common Stock was converted into Fusemachines Pubco Common<br> Stock in accordance with the Conversion Ratio specified in the Merger Agreement.

PrepaidForward Transaction

On July 31, 2025, a prepaid Forward Purchase Agreement was entered into between Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the “Seller”), CSLM Acquisition Corp., CSLM Holdings, Inc., and Fusemachines Inc., in connection with the business combination. The agreement provides for a cash-settled share forward transaction maturing three years from the closing of the business combination. The company is currently assessing the impact of this agreement.

Cashless Exercise of Options

In August 2025, certain Fusemachines employees exercised 1,133,537 options to purchase Fusemachines common stock. The exercise prices for the 1,133,537 options were paid on a cashless basis via net share settlement resulting in the net share issuance of 1,013,125 shares of Fusemachines common stock. The company is currently assessing the impact of this transaction under the guidance of ASC 718 - Stock Compensation.

Exhibit99.3

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Definedterms included below have the same meaning as terms defined and included elsewhere in the proxy statement/prospectus, whichis a part of the Registration Statement on Form S-4 filed with the SEC on June 24, 2025 (the “Proxy Statement/Prospectus”).

Introduction

The following unaudited pro forma condensed combined financial information and accompanying notes are provided to aid you in your analysis of the financial aspects of the Business Combination, the financing transactions (described in the “Financing Transactions” section below), the “Financing Transactions,” and adjustments for other material events. These other material events are referred to herein as “Other Material Events” and the pro forma adjustments for the Other Material Events are referred to herein as “Adjustments for Other Material Events.” The following information is also relevant to understanding the unaudited pro forma condensed combined financial information contained herein:

●	On<br> January 22, 2024, CSLM, Merger Sub, and Fusemachines entered into the Merger Agreement, which<br> was subsequently amended in August 2024 (the First Amendment to the Merger Agreement) and<br> February 2025 (the Second Amendment to Merger Agreement), collectively referred to herein<br> as the Merger Agreement. Pursuant to the terms of the Merger Agreement:
●	Prior<br> to the Closing Date, CSLM underwent the Domestication which involved CSLM merging with and<br> into a newly formed Delaware corporation, CSLM Holdings, Inc or Pubco. Following this merger,<br> CSLM ceased to exist and the newly formed Delaware corporation, Pubco, was the surviving<br> entity.
---	---
●	Immediately<br> prior to the effective time of the Domestication, every issued and outstanding CSLM Unit<br> separated into each unit’s individual components of one Pubco Class A Ordinary Share,<br> one-half of one Domesticated Pubco Warrant and one Domesticated Pubco Right, and all CSLM<br> Units ceased to be outstanding and were automatically canceled, retired, and ceased to exist.<br> In connection with the Domestication: (i) each then issued and outstanding CSLM Class A Ordinary<br> Share was converted automatically into one share of common stock, par value $0.0001 per share,<br> of Pubco, each a Pubco Common Share; (ii) each then issued and outstanding CSLM Class B Ordinary<br> Share was converted automatically into one share of common stock, par value $0.0001 per share,<br> of Pubco, each a Pubco Common Share; (iii) each then issued and outstanding CSLM Warrant<br> was converted automatically into one warrant to acquire one share of common stock, par value<br> $0.0001 per share, of Pubco, pursuant to the CSLM warrant agreement, each a Domesticated<br> Pubco Warrant; and (iv) each then issued and outstanding CSLM Right was converted automatically<br> into one right to acquire one-tenth (1/10) of one share of common stock, par value $0.0001<br> per share, of Pubco upon the Closing Date, pursuant to the terms of the CSLM rights agreement,<br> each a Domesticated Pubco Right.
●	Following<br> the Domestication, pursuant to the terms of the Merger Agreement, upon the consummation of<br> the Business Combination on the Closing Date:
---	---
●	Merger<br> Sub merged with and into Fusemachines, the separate corporate existence of Merger Sub ceased<br> to exist and Fusemachines was the surviving company and a wholly owned subsidiary of Pubco.<br> The stockholders of Fusemachines became stockholders of Pubco and Pubco changed its name<br> to “Fusemachines Inc.” (such transaction, the “Business Combination,”<br> and the post-Business Combination entity being referred to herein as “Fusemachines<br> Pubco,” and the shares of Fusemachines Pubco Common stock being referred to herein<br> as “Fusemachines Pubco Common Stock”).
---	---
●	Each<br> issued and outstanding Pubco Common Share immediately prior to the Closing was converted<br> into and became one newly issued common share of Fusemachines Pubco Common Stock. Each issued<br> and outstanding Domesticated Pubco Right was converted into and became one right to acquire<br> one-tenth (1/10) of one share of Fusemachines Pubco Common Stock and each issued and outstanding<br> Domesticated Pubco Warrant was converted into and became exercisable for one share of Fusemachines<br> Pubco Common Stock.

| 1 |

| --- | | ● | Each Fusemachines convertible note that was issued and outstanding immediately prior to the Closing was converted into Fusemachines Common Stock in accordance with the applicable convertible note agreement and immediately following such conversion such Fusemachines Common Stock was converted into Fusemachines Pubco Common Stock in accordance with the Conversion Ratio specified in the Merger Agreement. | | --- | --- | | ● | Each share of Fusemachines preferred stock that was issued and outstanding immediately prior to the Closing was converted into Fusemachines Common Stock in accordance with the Fusemachines certificate of incorporation and immediately following such conversion such Fusemachines Common Stock was converted into Fusemachines Pubco Common Stock in accordance with the Conversion Ratio specified in the Merger Agreement. | | ● | Each share of Fusemachines Common Stock that was issued and outstanding immediately prior to the Closing was converted into the right to receive a number of shares of Fusemachines Pubco Common Stock in accordance with the Conversion Ratio specified in the Merger Agreement. | | ● | Each Fusemachines Option (whether vested or unvested) and warrant to purchase Fusemachines Common Stock that was outstanding as of immediately prior to the Closing was converted into an option or warrant to acquire the number of shares of Fusemachines Pubco Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Fusemachines Common Stock subject to such Fusemachines Option or warrant to purchase Fusemachines Common Stock as of immediately prior to the Closing by the Conversion Ratio. | | ● | The Merger Agreement also provides, among other things, that CSLM, the Chief Executive Officer of Fusemachines, and Fusemachines are entering into and delivering an agreement, pursuant to which the Chief Executive Officer of Fusemachines will be entitled to a transaction completion bonus on the Closing Date upon the terms set forth in the agreement. Specifically, the CEO would be eligible to receive a bonus equal to the lesser of (i) 20% of each dollar of Parent Closing Excess Cash in excess of $1,000,000, and (ii) $1.0 million (the “Transaction Bonus”). “Parent Closing Excess Cash” is defined as (i) the amount of cash available in the Trust Account immediately prior to the Effective Time, after deducting the Parent Redemption Amount, plus (ii) the proceeds of any equity investments or debt financing facilities received by CSLM prior to or substantially concurrently with the Closing, excluding the PIPE Investment Amount. As of the Closing Date, the balance remaining in the Trust Account to be released to Fusemachines Pubco did not result in Parent Closing Excess Cash exceeding $1,000,000. As such, no Transaction Bonus was paid to the Chief Executive Officer at Closing. | | ● | On February 4, 2025, CSLM entered into the Second Amendment to the Merger Agreement to (a) amend the definition of the “PIPE Investment Amount” to mean the sum of (i) $8,840,000, and (ii) the Contingent PIPE Investment Amount, if any; and (b) remove the fees incurred in connection with delivery of Fusemachines’ financial statements. | | ● | In connection with the Business Combination, CSLM entered into a Subscription Agreement in August 2024 to sell shares of Fusemachines Pubco Common Stock to the Sponsor at a price of $10.00 per share. Additionally, CSLM entered into a second Subscription Agreement with the Sponsor in August 2024, under which the Sponsor committed to invest up to an additional $3,000,000, subject to reduction based on Parent Closing Excess Cash, in exchange for shares of Fusemachines Pubco Common Stock at $10.00 per share. |

On February 4, 2025, pursuant to the Second Amendment to the Merger Agreement, the Subscription Agreement was amended to revise the non-contingent portion of the PIPE investment to $8,840,000.

On the Closing Date, $8,840,000 in cash was received for the issuance of 884,000 shares of Fusemachines Pubco Common Stock. In addition, $3,000,000 in cash was received under the contingent PIPE investment, resulting in the issuance of an additional 300,000 shares of Fusemachines Pubco Common Stock. In total, $11,840,000 in cash was received and 1,184,000 shares of Fusemachines Pubco Common Stock were issued.

●

On February 4, 2025, the Second Amended and Restated Promissory Note between CSLM and the Sponsor was amended. Under the terms of the Third Amended and Restated Promissory Note, $1.5 million of the outstanding principal and its accrued and unpaid interest was converted into a number of shares of Fusemachines Pubco Common Stock on the Closing Date pursuant to the terms in the convertible note agreement. The remaining outstanding principal and its accrued and unpaid interest was repaid in cash on the Closing Date.

| 2 |

| --- | | ● | On May 23, 2025, the Third Amended and Restated Promissory Note between CSLM and the Sponsor was amended. Under the terms of the Fourth Amended and Restated Promissory Note, the maximum amount that can be borrowed was increased to $4 million. | | --- | --- | | ● | In connection with the execution of the Merger Agreement, CSLM entered into the Sponsor Support Agreement, pursuant to which the Sponsor forfeited and surrendered to CSLM, 3,971,250 Private Placement Warrants on the Closing Date. The Private Placement Warrants were immediately canceled upon their forfeiture to CSLM on the Closing Date. | | ● | Immediately prior to the Closing of the Business Combination, Fusemachines issued 45,000 shares of Fusemachines Common Stock to a third-party service provider as settlement of amounts owed, which were converted into shares of Fusemachines Pubco Common Stock upon Closing. Pursuant to the First Amendment to the Merger Agreement, the calculation of the Aggregate Fully Diluted Company Common Stock will not include these 45,000 shares of Fusemachines Common Stock. | | ● | On November 28, 2023, CSLM, BTIG, and the Sponsor entered into the deferred underwriting fee waiver (the “Deferred Underwriting Fee Waiver”) pursuant to which, upon the condition that the Sponsor agrees to transfer 426,000 CSLM Class A Ordinary Shares to BTIG upon the Closing, BTIG agrees to permanently waive the deferred underwriting fee and any deferred underwriting commissions payable. Concurrently, on November 28, 2023, the Sponsor and BTIG entered into the share transfer agreement (the “Share Transfer Agreement”) pursuant to which the Sponsor agreed to transfer 426,000 CSLM Class A Ordinary Shares to BTIG upon the Closing. | | ● | On July 31, 2025, in connection with the Business Combination, CSLM, CSLM Holdings, Inc., and Fusemachines entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) with Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”), and Meteora Strategic Capital, LLC (“MSC”) (collectively, the “Meteora Parties”). |

In accordance with a pricing date notice issued under the terms of the Forward Purchase Agreement, the Meteora Parties retained 891,930 CSLM Class A Ordinary Shares. In consideration, CSLM provided the Meteora Parties a cash prepayment (the “Prepayment Amount”) equal to the product of (i) the 891,930 shares specified in the pricing date notice and (ii) the approximate per-share redemption price of $12.33, which corresponds to the amount payable to redeeming shareholders in connection with the Business Combination. CSLM funded the Prepayment Amount directly from the Trust Account on the Closing Date.

During the three-year term of the Forward Purchase Agreement, beginning on the Closing Date of the Business Combination, the Meteora Parties may sell the covered shares in the Forward Purchase Agreement on the open market. For each share sold, they will remit a termination price of $12.00 per share to CSLM. At the end of the Forward Purchase Agreement’s term, the Meteora Parties will retain any unsold shares and the Meteora Parties will pay CSLM a cash purchase price based on the volume-weighted average price of those retained shares.

●

Pursuant to the Forward Purchase Agreement, the Meteora Parties may elect to receive warrants (the “Shortfall Warrants”) exercisable for up to 3,000,000 shares, reduced by the number of shares specified in any pricing date notices. The Shortfall Warrants carry an exercise price equal to the termination price in the Forward Purchase Agreement of $12.00 per share and are exercisable for a period of three years from the closing of the Business Combination. As of the Closing Date, the Meteora Parties have requested 2,108,070 Shortfall Warrants, representing the difference between (i) the 3,000,000 share maximum and (ii) the 891,930 shares specified in the initial pricing date notice.

The table below presents the exchange of Fusemachines Common Stock for Fusemachines Pubco Common Stock that occurred upon the consummation of the Business Combination.


		Conversion of Fusemachines preferred stock into Fusemachines Common Stock			Conversion of convertible notes into Fusemachines Common Stock		Shares issued to Fusemachines vendor for settlement of outstanding vendor invoices		Exercise of Fusemachines stock options for Fusemachines Common Stock		Fusemachines Common Stock assumed outstanding prior to Closing
Series Seed-1, par value 0.00001 per share	2,013,724		(2,013,724	)		-		-		-		-
Series Seed-2, par value 0.00001 per share	1,402,606		(1,402,606	)		-		-		-		-
Series Seed-3, par value 0.00001 per share	2,681,851		(2,681,851	)		-		-		-		-
Series Seed-4, par value 0.00001 per share	2,945,053		(2,945,053	)		-		-		-		-
Common Stock, par value 0.00001 per share	11,049,680		9,043,234			8,048,770		45,000		1,013,125		29,199,809
Total	20,092,914		-			8,048,770		45,000		1,013,125		29,199,809
										Fusemachines Common Stock assumed outstanding immediately prior to Closing		29,199,809
										Assumed Conversion Ratio		0.6580
										Estimated shares of Fusemachines Pubco Common Stock issued to Fusemachines stockholders upon Closing		19,214,201

All values are in US Dollars.

| 3 |

| --- |

The following transactions have been included as Financing Transactions and Other Material Events in accordance with Regulation S-X 210.11-01(a)(8):

FinancingTransactions

●

In connection with the Business Combination, CSLM entered into a Subscription Agreement in August 2024 to sell shares of Fusemachines Pubco Common Stock to the Sponsor at a price of $10.00 per share. Additionally, CSLM entered into a second Subscription Agreement with the Sponsor in August 2024, under which the Sponsor committed to invest up to an additional $3,000,000, subject to reduction based on Parent Closing Excess Cash, in exchange for shares of Fusemachines Pubco Common Stock at $10.00 per share.

On February 4, 2025, pursuant to the Second Amendment to the Merger Agreement, the Subscription Agreement was amended to revise the non-contingent portion of the PIPE investment to $8,840,000.

●	Subsequent<br> to June 30, 2025 and prior to the Closing Date, CSLM borrowed an additional $0.4 million<br> of principal on the Fourth Amended and Restated Promissory Note with the Sponsor. CSLM incurred<br> interest expense on the Fourth Amended and Restated Promissory Note in the amount of approximately<br> $0.1 million from July 1, 2025 through the Closing Date.
●	Subsequent<br> to June 30, 2025, Fusemachines incurred interest expense on certain convertible notes held<br> at amortized cost issued in April 2024, June 2024, September 2024, and February 2025 in the<br> amount of approximately $9 thousand through the Closing Date.
●	Subsequent<br> to June 30, 2025, Fusemachines incurred interest expense on certain promissory notes held<br> at amortized cost issued to its Chief Executive Officer in 2024 in the amount of approximately<br> $10 thousand through the Closing Date. The promissory notes principal and accrued and unpaid<br> interest were repaid in cash upon the Closing.
●	Subsequent<br> to June 30, 2025, Fusemachines received funds from a convertible note with an affiliate of<br> the Sponsor in the principal amount of $2.2 million. On the Closing Date the note was converted into<br> a number of shares of Fusemachines Common Stock pursuant to the conversion terms of the convertible<br> note agreement.

OtherMaterial Events and Background Relevant to Other Material Events

●	On<br> July 14, 2025, the second amendment to the Trust Agreement was executed, which, as of the<br> amendment date, requires CSLM to deposit $15 thousand on a bi-monthly basis. Total actual<br> deposits subsequent to June 30, 2025 through the Closing Date aggregated to $0.1 million.
●	Total<br> actual dividends on marketable securities held in the Trust Account subsequent to June 30,<br> 2025 through the Closing Date aggregated to $0.2 million.
●	On<br> July 14, 2025, 371,545 shares of CSLM Class A Ordinary Shares subject to possible redemption<br> were redeemed, resulting in an aggregate cash payment of approximately $4.5 million out of<br> the Trust Account based on a redemption price of approximately $12.10 per share.

| 4 |

| --- | | ● | In August 2025, certain Fusemachines employees exercised 1,133,537 options to purchase Fusemachines common stock. The exercise prices for the 1,133,537 options were paid on a cashless basis via net share settlement resulting in the net share issuance of 1,013,125 shares of Fusemachines common stock. | | --- | --- |

The unaudited pro forma condensed combined financial information has been prepared based on the CSLM and Fusemachines historical financial statements as adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined balance sheet as of June 30, 2025, gives pro forma effect to the Business Combination as if it had occurred on June 30, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 reflects adjustments assuming that any adjustments that were made to the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are assumed to have been made on January 1, 2024 for the purpose of adjusting the unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 reflects adjustments assuming that any adjustments that were made to the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are assumed to have been made on January 1, 2024 for the purpose of adjusting the unaudited pro forma condensed combined statement of operations.

The unaudited pro forma condensed combined financial information have been derived from and should be read in conjunction with:

●	the accompanying notes to the unaudited pro forma condensed combined<br>financial information;
●	the<br> historical audited financial statements of CSLM as of and for the year ended December 31,<br> 2024, and the related notes included elsewhere in the Proxy Statement/Prospectus<br> and incorporated into this Current Report on Form 8-K;
●	the<br> historical unaudited financial statements of CSLM as of and for the six months ended June<br> 30, 2025, and the related notes included elsewhere in this Current Report on Form 8-K;
●	the<br> historical audited financial statements of Fusemachines as of and for the year ended December<br> 31, 2024, and the<br> related notes included elsewhere in the Proxy Statement/Prospectus and incorporated into<br> this Current Report on Form 8-K;
●	the<br> historical unaudited financial statements of Fusemachines as of and for the six months ended<br> June 30, 2025 and the related notes included elsewhere in this Current Report on Form<br> 8-K;
●	other<br> information relating to Fusemachines and CSLM contained in this Current Report on Form<br> 8-K “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CSLM”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Fusemachines”, and other financial<br> information relating to each of CSLM and Fusemachines included elsewhere in this Current Report on Form 8-K and in the<br> Proxy Statement/Prospectus.

The unaudited pro forma condensed combined financial information are for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination, the Financing Transactions and the Other Material Events taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Fusemachines Pubco. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information. If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information that follows will be different, and those changes could be material.

| 5 |

| --- |

UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2025

						Actual Redemptions
						Transaction Accounting Adjustments
(In thousands, except for share data)			Fusemachines Inc.<br> Historical			Financing Transactions			Notes	Adjustments for Other Material Events			Notes	Other Transaction <br> Accounting <br> Adjustments			Notes	Pro Forma Balance Sheet
Assets
Current assets:
Cash and cash equivalents	14		$	471		$	11,840		3(aaa)	$	(90	)	3(aa)	$	(2,343	)	3(a)	$	9,340
	-			-			362		3(ccc)		-				113		3(b)		-
	-			-			2,193		3(ddd)		-				1		3(e)		-
	-			-			-				-				(2,249	)	3(i)		-
	-			-			-				-				(227	)	3(l)		-
	-			-			-				-				-		3(p)		-
	-			-			-				-				(745	)	3(r)		-
Accounts receivable, current, net	-			1,077			-				-				-				1,077
Unbilled revenue	-			112			-				-				-				112
Deferred transaction costs	-			1,724			-				-				(1,724	)	3(o)		-
Prepaid expenses and other current assets	49			182			-				-				477		3(l)		708
Due from related party	33			-			-				-				-				33
Marketable securities held in Trust Account	16,572			-			-				90		3(aa)		(113	)	3(b)		-
	-			-			-				171		3(bb)		(1,223	)	3(c)		-
	-			-			-				(4,493	)	3(cc)		(11,004	)	3(m)		-
Total current assets	16,668			3,566			14,395				(4,322	)			(19,037	)			11,270
Property and equipment, net	-			303			-				-				-				303
Intangible assets, net	-			198			-				-				-				198
Deferred Tax Asset	-			10			-				-				-				10
Forward Purchase Agreement derivative asset	-			-			-				-				10,082		3(m)		10,082
Operating lease right-of-use assets	-			827			-				-				-				827
Other assets	-			13			-				-				-				13
Total assets	16,668		$	4,917		$	14,395			$	(4,322	)		$	(8,955	)		$	22,703
Liabilities, convertible preferred stock, and stockholders’ (deficit) equity
Current liabilities:
Accounts payable	290		$	7,986		$	-			$	-				(200	)	3(n)	$	7,786
															(290	)	3(i)
Accrued expenses and other current liabilities	1,402			3,664			10		3(bbb)		-				(253	)	3(a)		4,501
	-			-			53		3(ccc)		-				(1,201	)	3(i)		-
	-			-			9		3(eee)		-				300		3(k)		-
	-			-			-				-				595		3(o)		-
	-			-			-				-				(45	)	3(r)		-
	-			-			-				-				(33	)	3(s)		-
Related party convertible notes payable, at fair value, current	-			7,780			-				-				(8,391	)	3(k)		-
	-			-			-				-				611		3(t)		-
Convertible notes payable, at fair value, current	-			9,170			-				-				1,159		3(g)		-
	-			-			-				-				(10,329	)	3(k)		-
Convertible notes payable, current	-			255			2,193		3(ddd)		-				(2,448	)	3(s)		-
Related party convertible notes payable, current	3,363			-			362		3(ccc)		-				(3,725	)	3(a)		-
Related party loan payable, current	-			700			-				-				(700	)	3(r)		-
Notes payable, current	-			-			-				-				381		3(l)		381
Deferred underwriting commissions	6,641			-			-				-				(6,641	)	3(h)		-
Operating lease liability, current	-			82			-				-				-				82
Total current liabilities	11,696			29,637			2,627				-				(31,210	)			12,750
Convertible notes payable	-			380			-				-				(380	)	3(s)		-
Warrant liability	-			849			-				-				-				849
Cumulative mandatorily redeemable common and preferred stock liability	-			1,047			-				-				-				1,047
Operating lease liability	-			836			-				-				-				836
Total liabilities	11,696			32,749			2,627				-				(31,590	)			15,482
CSLM Class A Ordinary Shares, (0.0001 par value; 500,000,000 shares authorized, 1,372,687 shares subject to redemption as of June 30, 2025)	16,572			-			-				(4,493	)	3(cc)		(11,117	)	3(b)		-
	-			-			-				-				(1,223	)	3(c)		-
	-			-			-				-				261		3(v)		-
Stockholders’ (deficit) equity:
CSLM preference shares, (0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of June 30, 2025)	-			-			-				-				-				-
CSLM Class A Ordinary Shares, (0.0001 par value, 500,000,000 shares authorized; 4,743,749 issued and outstanding as of June 30, 2025)	-			-			-				-				-		3(d)		-
CSLM Class B Ordinary Shares, (0.0001 par value; 50,000,000 shares authorized; 1 share issued and outstanding as of June 30, 2025)	-			-			-				-				-		3(d)		-
Fusemachines Inc. convertible preferred stock (0.00001 par value, 9,076,724 shares authorized; 9,043,234 issued and outstanding as of June 30, 2025)	-			7,865			-				-				(7,865	)	3(j)		-
Fusemachines Inc. common stock (0.00001 par value, 24,200,000 shares authorized; 11,049,680 shares issued and outstanding as of June 30, 2025)	-			2			-				-		3(dd)		-		3(j)		-
	-			-			-				-				-		3(k)		-
	-			-			-				-				-		3(n)		-
	-			-			-				-				(2	)	3(q)		-
	-			-			-				-				-		3(s)		-
Treasury stock, at cost (667,000 as of June 30, 2025)	-			(2,903	)		-				-				2,903		3(q)		-
Fusemachines Pubco Common Stock, par value 0.0001	-			-			-		3(aaa)		-		3(cc)		-		3(a)		2
	-			-			-				-				-		3(b)		-
	-			-			-				-				-		3(d)		-
	-			-			-				-				-		3(f)		-
	-			-			-				-				2		3(q)		-
Additional paid in capital	1,442			5,210			11,840		3(aaa)		-		3(cc)		1,635		3(a)		47,401
	-			-			-				-		3(dd)		11,117		3(b)		-
	-			-			-				-				1,962		3(e)		-
	-			-			-				-				-		3(f)		-
	-			-			-				-				6,641		3(h)		-
	-			-			-				-				7,865		3(j)		-
	-			-			-				-				18,420		3(k)		-
	-			-			-				-				200		3(n)		-
	-			-			-				-				(2,214	)	3(o)		-
	-			-			-				-				151		3(p)		-
	-			-			-				-				(30,635	)	3(q)		-
	-			-			-				-				2,861		3(s)		-
	-			-			-				-				-		3(u)		-
	-			-			-				-				(261	)	3(v)		-
	-			-			-				-				11,167		3(m)		-
Accumulated deficit	(13,042	)		(38,256	)		(53	)	3(ccc)		171		3(bb)		(1,961	)	3(e)		(40,432	)
	-			-			(10	)	3(bbb)		-				(1,159	)	3(g)		-
	-			-			(9	)	3(eee)		-				(758	)	3(i)		-
	-			-			-				-				(131	)	3(l)		-
	-			-			-				-				(105	)	3(o)		-
	-			-			-				-				(151	)	3(p)		-
	-			-			-				-				27,732		3(q)		-
	-			-			-				-				(611	)	3(t)		-
	-			-			-				-				(12,089	)	3(m)		-
Accumulated other comprehensive income	-			250			-				-				-				250
Total stockholders’ (deficit) equity	(11,600	)		(27,832	)		11,768				171				34,714				7,221
Total liabilities, Class A Ordinary Shares subject to possible redemption, and stockholders’ (deficit) equity	16,668		$	4,917		$	14,395			$	(4,322	)		$	(8,955	)		$	22,703

All values are in US Dollars.

Seeaccompanying notes to the unaudited pro forma condensed combined financial information.

| 6 |

| --- |

UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR

THESIX MONTHS ENDED JUNE 30, 2025

						Actual Redemptions
			Six Months Ended<br> June 30, 2025
(In thousands, except per share and weighted-average share data)			Fusemachines Inc.<br> Historical			Other Transaction <br> Accounting <br> Adjustments			Notes	Pro Forma Statement of Operations			Notes
Revenue	-		$	3,987		$	-			$	3,987
Cost of revenue	-			(1,692	)		-				(1,692	)
Gross profit	-			2,295			-				2,295
Operating expenses:
Selling and marketing	-			641			-				641
Research and development	-			324			-				324
General and administrative	712			3,499			238		4(f)		4,449
Total operating expenses	712			4,464			238				5,414
Operating loss	(712	)		(2,169	)		(238	)			(3,119	)
Other (expense) income, net:
Loss on extinguishment of debt	(1,823	)		(391	)		-				(2,214	)
Dividends on marketable securities held in Trust Account	339			-			(339	)	4(b)		-
Interest expense	(71	)		(139	)		71		4(a)		(121	)
	-			-			(12	)	4(f)		-
	-			-			16		4(l)		-
	-			-			14		4(k)		-
Loss on change in fair value of convertible notes and warranty liability	-			(1,344	)		1,440		4(c)		96
Other income	-			4			-				4
Total other (expense) income, net	(1,555	)		(1,870	)		1,190				(2,235	)
Loss before income taxes and equity in earnings of investee	(2,267	)		(4,039	)		952				(5,354	)
Provision for income tax	-			-			-				-
Equity in earnings of investee, net of income tax provision of 0	-			-			-				-
Net loss	(2,267	)	$	(4,039	)	$	952			$	(5,354	)
CSLM weighted-average Class A Ordinary Shares subject to possible redemption outstanding - basic and diluted	1,372,687			-			-				-
Basic and diluted net loss per share, CSLM Class A Ordinary Shares subject to redemption	(0.08	)	$	-		$	-			$	-
CSLM weighted-average non-redeemable Class A Ordinary Shares outstanding - basic and diluted	4,743,749			-			-				-
Basic and diluted net loss per share, non-redeemable CSLM Class A Ordinary Shares	(0.46	)	$	-		$	-			$	-
CSLM weighted-average non-redeemable Class B Ordinary Shares outstanding - basic and diluted	1			-			-				-
Basic and diluted net loss per share, non-redeemable CSLM Class B Ordinary Shares	(0.46	)	$	-		$	-			$	-
Fusemachines Inc. weighted-average common shares outstanding - basic and diluted	-			11,049,680			-				-
Basic and diluted net loss per share, Fusemachines Inc. common stock	-		$	(0.37	)	$	-			$	-
Fusemachines Pubco weighted-average common shares outstanding - basic and diluted	-			-			-				28,350,031		4(n)
Basic and diluted net loss per share, Fusemachines Pubco Common Stock	-		$	-		$	-			$	(0.19	)	4(n)

All values are in US Dollars.

Seeaccompanying notes to the unaudited pro forma condensed combined financial information.

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UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FORTHE YEAR ENDED DECEMBER 31, 2024

						Actual Redemptions
			Year Ended December 31, 2024			Transaction Accounting Adjustments
(In thousands, except per share and weighted-average share data)			Fusemachines Inc.<br> Historical			Financing Transactions		Notes	Other Transaction <br> Accounting <br> Adjustments			Notes	Pro Forma Statement of Operations
Revenue	-		$	8,811		$	-		$	-			$	8,811
Cost of revenue	-			(3,976	)		-			-				(3,976	)
Gross profit	-			4,835			-			-				4,835
Operating expenses:
Selling and marketing	-			1,966			-			-				1,966
Research and development	-			732			-			-				732
General and administrative	1,760			10,333			-			1,961		4(e)		15,676
	-			-			-			608		4(f)		-
	-			-			-			151		4(i)		-
	-			-			-			758		4(d)		-
	-			-			-			105		4(g)		-
Total operating expenses	1,760			13,031			-			3,583				18,374
Operating loss	(1,760	)		(8,196	)		-			(3,583	)			(13,539	)
Other income (expense), net:
Dividends on marketable securities held in Trust Account	2,033			-			-			(2,033	)	4(b)		-
Covenant fees	505			-			-			(505	)	4(h)		-
Provision for credit losses	(505	)		-			-			505		4(h)		-
Interest expense	(101	)		(234	)		-	4(aaa)		101		4(a)		(221	)
	-			-			-			(16	)	4(f)		-
	-			-			-			19		4(l)		-
	-			-			-			10		4(k)		-
Loss on extinguishment of debt	-			(601	)		-			-				(601	)
Loss on extinguishment of payable	-			(70	)		-			-				(70	)
Loss on change in fair value of convertible notes and warranty liability	-			(6,104	)		-			5,589		4(c)		(515	)
	-			-			-			-		4(j)		-
Other expense	-			(148	)		-			-				(148	)
Initial loss on issuance of Forward Purchase Agreement	-			-			-			(12,089	)	4(m)		(12,089	)
Total other income (expense), net	1,932			(7,157	)		-			(8,419	)			(13,644	)
Income (loss) before income taxes	172			(15,353	)		-			(12,002	)			(27,183	)
Provision for income tax	-			(31	)		-			-				(31	)
Equity in earnings of investee, net of income tax provision of 0	-			(1	)		-			-				(1	)
Net income (loss)	172		$	(15,385	)	$	-		$	(12,002	)		$	(27,215	)
CSLM weighted-average Class A Ordinary Shares subject to possible redemption outstanding - basic and diluted	3,527,561			-			-			-				-
Basic and diluted earnings per share, CSLM Class A Ordinary Shares subject to redemption	0.47		$	-		$	-		$	-			$	-
CSLM weighted-average non-redeemable Class A Ordinary Shares outstanding - basic and diluted	4,743,749			-			-			-				-
Basic and diluted net loss per share, non-redeemable CSLM Class A Ordinary Shares	(0.31	)	$	-		$	-		$	-			$	-
CSLM weighted-average non-redeemable Class B Ordinary Shares outstanding - basic and diluted	1			-			-			-				-
Basic and diluted net loss per share, non-redeemable CSLM Class B Ordinary Shares	(0.31	)	$	-		$	-		$	-			$	-
Fusemachines Inc. weighted-average common shares outstanding - basic and diluted	-			10,574,934			-			-				-
Basic and diluted net loss per share, Fusemachines Inc. common stock	-		$	(1.45	)	$	-		$	-			$	-
Fusemachines Pubco weighted-average common shares outstanding - basic and diluted	-			-			-			-				28,350,031		4(n)
Basic and diluted net loss per share, Fusemachines Pubco Common Stock	-		$	-		$	-		$	-			$	(0.96	)	4(n)

All values are in US Dollars.

Seeaccompanying notes to the unaudited pro forma condensed combined financial information.

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1.Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the historical pro forma adjustments criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Management has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company upon consummation of the Business Combination, the Financing Transactions, and the Adjustments for Other Material Events. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. CSLM and Fusemachines had a historical relationship prior to the Business Combination. Accordingly, pro forma adjustments were required to eliminate activities between CSLM and Fusemachines.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025, was derived from the unaudited historical balance sheet of CSLM as of June 30, 2025, and the unaudited historical balance sheet of Fusemachines as of June 30, 2025, and gives effect to the Business Combination as if it had occurred on June 30, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, combines the audited historical statement of operations of CSLM for the year ended December 31, 2024, and the audited historical statement of operations of Fusemachines for the year ended December 31, 2024, and reflects adjustments assuming that any adjustments that were made to the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are assumed to have been made on January 1, 2024 for the purpose of adjusting the unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025, combines the unaudited historical statement of operations of CSLM for the six months ended June 30, 2025, and the unaudited historical statement of operations of Fusemachines for the six months ended June 30, 2025, and reflects adjustments assuming that any adjustments that were made to the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are assumed to have been made on January 1, 2024 for the purpose of adjusting the unaudited pro forma condensed combined statement of operations.

The pro forma adjustments reflecting the consummation of the Business Combination, the Financing Transactions, and the Other Material Events are based on certain currently available information and certain assumptions and methodologies that both CSLM and Fusemachines believe are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. Both CSLM and Fusemachines believe that the assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Business Combination, the Financing Transactions, and the Other Material Events based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information has been prepared based on the actual exercise of CSLM Public Stockholders’ right to have their CSLM Class A ordinary shares subject to possible redemption (the “CSLM Public Shares”) redeemed for their pro rata share of the Trust Account. 99,187 CSLM Public Shares were redeemed for an aggregate redemption price of $1.2 million out of the Trust Account, at a redemption price of $12.33 per share.

Included in the shares outstanding and weighted-average shares outstanding (for the calculation of pro forma basic and diluted loss per share) as presented in the unaudited pro forma condensed combined financial information are the shares of Fusemachines Pubco Common Stock issued to legacy Fusemachines stockholders on the Closing Date of the Business Combination and the CSLM shares that remained outstanding and represent shares of Fusemachines Pubco Common Stock, which includes the CSLM Public Shares, shares of the Sponsor and related parties of Sponsor, the shares issued in connection with the PIPE Investment, and the shares issued to CSLM stockholders upon the automatic exercise of the outstanding CSLM Rights upon consummation of the Business Combination.

The table directly below presents shares outstanding on the Closing Date as depicted in the unaudited pro forma condensed combined financial information.

	Actual Redemptions
	Shares			% Ownership
Shares held by Fusemachines Stockholders		14,864,110			52	%
Shares held by CSLM public stockholders, Sponsor, and related parties of Sponsor		12,654,921	^(1)^		45	%
Shares held by unrelated third parties		831,000			3	%
		28,350,031			100	%

| 9 |

| --- | | (1) | Represents (a) 1,029,836 shares held by an affiliate of the Sponsor resulting from the conversion of the Sponsor Convertible Notes into Fusemachines Common Stock on the Closing Date whereby such common stock was subsequently and immediately exchanged for Fusemachines Pubco Common Stock immediately prior to the Closing, (b) 3,320,241 shares held by an affiliate of the Sponsor resulting from the conversion of a convertible note into Fusemachines Common Stock on the Closing Date whereby such common stock was subsequently and immediately exchanged for Fusemachines Pubco Common Stock immediately prior to the Closing, (c) 406,639 shares held an affiliate of the Sponsor resulting from the partial conversion of the 3rd Amended and Restated Promissory Note into Fusemachines Pubco Common Stock on the Closing Date, (d) 901,955 CSLM Class A Ordinary Shares subject to possible redemption sold in CSLM’s Initial Public Offering that have not been redeemed for cash, (e) 1,897,486 shares issued upon Closing as a result of the automatic exercise of the rights related to 18,975,000 units issued in CSLM’s Initial Public Offering, (f) 1,184,000 shares issued upon Closing as a result of the PIPE Financing, (g) 3,762,750 shares held by Sponsor, and (h) 150,000 shares held by directors of CSLM. | | --- | --- |

2.Accounting for the Business Combination

Notwithstanding the legal form, the Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP and not as a business combination under ASC 805. Under this method of accounting, CSLM will be treated as the acquired company for accounting purposes, whereas Fusemachines will be treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination will be treated as the equivalent of Fusemachines issuing shares for the net assets of CSLM, accompanied by a recapitalization. The net assets of Fusemachines will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of Fusemachines. Fusemachines has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

●	Legacy<br> Fusemachines stockholders have a majority of the voting interest in Fusemachines Pubco with<br> approximately 52% of the voting interest.
●	Following<br> the consummation of the Business Combination, the equity interests of the Fusemachines Chief<br> Executive Officer represent the largest single voting interest in Fusemachines Pubco. Fusemachines’<br> Chief Executive Officer’s equity interests represent approximately 20% of the voting<br> interest in Fusemachines Pubco.
●	Fusemachines has designated<br> four out of the five members of the Board of Directors of Fusemachines Pubco.
●	The officers of Fusemachines<br> have continued as the officers of Fusemachines Pubco.
●	The<br> intended strategy of Fusemachines Pubco continues to focus on Fusemachines’ core product<br> offerings.

3.Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2025

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

ProForma Adjustments for Financing Transactions:

(aaa)

To reflect the Sponsor PIPE Investment Amount of $11.8 million received on the Closing Date for 1,184,000 shares of Fusemachines Pubco Common Stock at $10.00 per share. This issuance of shares resulted in a $0 thousand adjustment within the Fusemachines Pubco Common Stock, par value $0.0001 line item due to the effect of rounding as the adjustment to record the shares issued at par value was less than $1 thousand.

(bbb)

To reflect interest incurred on related party promissory notes issued by Fusemachines to its Chief Executive Officer from July 1, 2025 through the Closing Date.

| 10 |

| --- | | (ccc) | To reflect the (i) interest incurred on the Fourth Amended and Restated Promissory Note with the Sponsor from July 1, 2025 through the Closing Date, (ii) additional drawdowns by CSLM on the Fourth Amended and Restated Promissory Note between CSLM and the Sponsor in the amount of $0.4 million from July 1, 2025 through the Closing Date. | | --- | --- | | (ddd) | To reflect the funds received on a convertible note by Fusemachines from an affiliate of the Sponsor in the principal amount of $2.2 million. | | (eee) | To reflect interest incurred from July 1, 2025 through the Closing Date on five convertible notes held at amortized cost of approximately $2 thousand, $2 thousand, $1 thousand, $1 thousand, and $3 thousand, respectively. |

ProForma Adjustments for Other Material Events:

(aa)	To reflect extension payments<br> subsequent to June 30, 2025 by CSLM into the Trust Account in order to extend the amount of time it has available to complete its initial<br> Business Combination through the Closing Date.
(bb)	To reflect dividends on marketable<br> securities held in the Trust Account from July 1, 2025 through the Closing Date.
(cc)	To reflect the July 14, 2025<br> redemption of 371,545 CSLM Class A Ordinary Shares subject to possible redemption, resulting in an aggregate cash payment of approximately<br> $4.5 million out of the Trust Account based on a redemption price of approximately $12.10 per share.
(dd)	To reflect the cashless exercise,<br> subsequent to June 30, 2025, of Fusemachines employees’ options, which resulted in the net issuance of 1,013,125 shares of Fusemachines<br> Common Stock.

ProForma Other Transaction Accounting Adjustments:

(a)	To<br> reflect the settlement on the Closing Date of the Fourth Amended and Restated Promissory<br> Note. The Fourth Amended and Restated Promissory Note was settled through a partial repayment<br> in cash as well as an issuance of shares of Fusemachines Pubco Common Stock. Immediately<br> prior to their settlement, these convertible notes (which are carried at amortized cost)<br> had an aggregate carrying value of $3.7 million. This adjustment in Note 3(a) reflects the<br> removal of this carrying value of $3.7 million, removal of accrued and unpaid interest in<br> the amount of $0.2 million, the payment of $2.3 million of cash, an increase to Fusemachines<br> Pubco Common Stock of less than $1 thousand, and an increase to Additional paid in capital<br> of $1.6 million. The conversion of the shares resulted in a $0 thousand adjustment within<br> the Fusemachines Pubco Common Stock, par value $0.0001 line item due to the effect of rounding<br> as the adjustment to record the shares converted at par value was less than $1 thousand.
(b)	To reflect the release of the marketable securities held in the Trust Account to<br>Cash, net of (i) actual redemptions by CSLM Public Stockholders for their pro rata share of the Trust Account in the amount of $1.2 million<br>and (ii) the Forward Purchase Agreement prepayment of $11.0 million to the Meteora Parties (see Note 3(m)). Pursuant to the Forward Purchase<br>Agreement, the prepayment was made from the funds available in the Trust Account. Further, to reflect the conversion of 901,955 CSLM Class<br>A Ordinary Shares subject to possible redemption that were not redeemed (see Note 3(c)) into shares of Fusemachines Pubco Common Stock.<br>The conversion resulted in a $0 thousand adjustment, as presented, to the Fusemachines Pubco Common Stock, par value $0.0001 line item,<br>due to the effect of rounding, as the adjustment to reflect the increase in the par value of Fusemachines Pubco Common Stock resulting<br>from the conversion is less than $1 thousand.
(c)	To reflect CSLM Public Stockholders’ exercise their redemption rights of<br>99,187 CSLM Class A Ordinary Shares subject to possible redemption prior to the consummation of the Business Combination at a redemption<br>price of $12.33 per share, resulting in an aggregate cash payment of approximately $1.2 million.
(d)	To<br> reflect the conversion of all 4,743,749 and 1 issued and outstanding CSLM Class A Ordinary<br> Shares and CSLM Class B Ordinary Shares not subject to possible redemption, respectively,<br> immediately prior to the Closing Date into shares of Fusemachines Pubco Common Stock. The<br> conversion of the shares resulted in a $0 thousand adjustment within the CSLM Class A Ordinary<br> Shares and CSLM Class B Ordinary Shares line items, respectively, due to the effect of rounding<br> as the adjustments to record the removal of the par value of the converted shares from the<br> CSLM Class A Ordinary Shares and CSLM Class B Ordinary Shares line items were less than $1<br> thousand, respectively. Additionally, the conversion resulted in a $0 thousand adjustment<br> within the Fusemachines Pubco Common Stock, par value $0.0001 line item as the adjustment<br> to record the conversion into Fusemachines Pubco Common Stock at par value was less than<br> $1 thousand.
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(e)	To<br> reflect the Sponsor’s transfers and sales of shares of common stock to third-party<br> vendors providing services to CSLM. Management assessed the substance of the share transfers<br> and sales and determined that they represented share-based payments by the Sponsor, which<br> is a holder of an economic interest in Fusemachines Pubco and CSLM, as compensation for services<br> provided by nonemployees in accordance with ASC 718-10-15-4. Based on this determination,<br> management concluded that for the shares that were sold, the excesses of the estimated fair<br> values of such shares on the measurement dates over the purchase prices (the purchase prices<br> of all sales amounted to approximately $1 thousand) represented compensation expense to be<br> recognized over the respective nonemployee vesting periods, in accordance with ASC 718-10-25-2B.<br> Management also concluded that for the shares that were transferred, the estimated fair values<br> of such shares on the measurement dates represented compensation expense to be recognized<br> over the respective nonemployee vesting periods, in accordance with ASC 718-10-25-2B. For<br> purposes of the unaudited pro forma condensed combined financial information, all of the<br> nonemployee vesting periods were determined to be the point-in-time of the closing of the<br> Merger as this is when the expense would have been recognized if cash had been paid for the<br> nonemployees’ services. Management used the quoted market prices of CSLM for the estimated<br> measurement date fair values of all shares transferred and sold. In accordance with ASC 718,<br> for equity-classified awards, the measurement date for purposes of the fair value determination<br> was determined to be the grant date, the date on which the measurement of the award was fixed.<br> For the shares that were sold, management recorded the entirety of the excesses of the grant<br> date fair values over the purchase prices as share-based compensation expense, which increased<br> the Accumulated deficit and Additional paid in capital on the unaudited pro forma condensed<br> combined balance sheet. For the shares that were transferred, management recorded the entire<br> grant date fair values as share-based compensation expense, which increased the Accumulated<br> deficit and Additional paid in capital on the unaudited pro forma condensed combined balance<br> sheet. Refer to Note 4(e) for the impact of these share-based payment awards on the unaudited<br> pro forma condensed combined statement of operations.
(f)	To reflect the issuance of 1,897,486 shares of Fusemachines Pubco Common Stock<br>upon the automatic exercise on the Closing Date of the CSLM Rights to acquire one-tenth of one share of Fusemachines Pubco Common Stock.<br>The issuance of the shares resulted in a $0 thousand adjustment within the Fusemachines Pubco Common Stock, par value $0.0001 and Additional<br>paid-in capital line items, respectively, due to the effect of rounding as the adjustment to record the shares at par value and associated<br>adjustment to Additional paid-in capital were less than $1 thousand, respectively.
(g)	To reflect the remeasurement to fair value of the Fusemachines convertible notes<br>issued in January 2024 at the Closing Date, as Fusemachines elected the fair value option upon issuance of the notes. The fair value of<br>the convertible notes as of the Closing Date of $10.3 million (historical balance of the notes was $9.2 million plus this remeasurement<br>to fair value of $1.1 million) is based on the number of shares of Fusemachines Common Stock that the convertible notes will convert into.<br>The convertible notes issued in January 2024 were converted into 1,565,053 shares of Fusemachines Common Stock immediately prior to the<br>Closing, and immediately following such conversion such Fusemachines Common Stock was converted into Fusemachines Pubco Common Stock in<br>accordance with the Conversion Ratio.

| 11 |

| --- |

The fair value per share of Fusemachines Common Stock used to remeasure the January 2024 notes to fair value on the Closing Date was $6.60. This value has been determined based on an income approach and a market approach in accordance with Internal Revenue Service Ruling 59-60 for compliance with Internal Revenue Code Section 409A. This combination of the income and market approach is consistent with the provisions of the American Institute of Certified Public Accountants (“AICPA”) Accounting and Valuation Guide which are generally recognized as reliable provisions for a valuation methodology.

(h)	To reflect the BTIG waiver<br> (waiver in connection with Share Transfer Agreement described in Introduction above) of the deferred underwriting fee payable on the<br> Closing Date.
(i)	To reflect the payment of transaction costs of CSLM of $2.2 million paid on or<br>prior to the Closing Date, which is comprised of (i) 1.2 million of transaction costs incurred prior to June 30, 2025 within accounts<br>payable, (ii) $0.3 million in transaction costs incurred prior to June 30, 2025 within accrued expenses and other current liabilities,<br>and (iii) $0.7 million in transaction costs incurred subsequent to June 30, 2025.
(j)	To<br> reflect the conversion of 9,043,234 shares of Fusemachines Preferred Stock into an equivalent<br> number of shares of Fusemachines Common Stock immediately prior to the Closing Date pursuant<br> to the terms of the Fusemachines certificate of incorporation. The conversion of the shares<br> resulted in a $0 thousand adjustment within the Fusemachines Inc. Common Stock, par value<br> $0.00001 line item due to the effect of rounding as the adjustment to record the shares at<br> par value was less than $1 thousand.
(k)	To<br> reflect the settlements on the Closing Date of 1) the Fusemachines convertible notes issued<br> in October 2019 and September 2021 and 2) the Fusemachines convertible notes issued in January<br> 2024.
1)	The October 2019 and September 2021 convertible notes will be settled through a<br>partial repayment in cash as well as an issuance of shares of Fusemachines Common Stock. Immediately prior to their settlement, these<br>convertible notes (which were carried at fair value) had an aggregate carrying value of $8.4 million. This adjustment in Note 3(k) reflects<br>the removal of this carrying value of $8.4 million, the increase to accrued expenses and other current liabilities of $0.3 million to<br>reflect the portion of the convertible note that will be settled in cash, an increase to Fusemachines common stock of less than $1 thousand,<br>and an increase to Additional paid in capital of $8.1 million.
---	---
2)	The<br> January 2024 convertible notes were settled through an issuance of shares of Fusemachines<br> Common Stock. Immediately prior to their settlement, these convertible notes (which are carried<br> at fair value) had an aggregate carrying value of $10.3 million. This adjustment in Note<br> 3(k) reflects the removal of this carrying value of $10.3 million, an increase to Fusemachines<br> common stock of less than $1 thousand, and an increase to Additional paid in capital of $10.3<br> million.
(l)	To<br> reflect the payment on the Closing Date of the $0.1 million premium for a six-year prepaid<br> directors’ and officers’ tail policy. Further, to reflect the down payment on<br> the Closing Date of $0.1 million and the recording of $0.4 million to notes payable, current<br> for the deferred charge of the directors’ and officers’ insurance financed over<br> a one-year policy term.
---	---
(m)	To reflect the $11.0 million prepayment made by CSLM to the Meteora Parties pursuant<br>to the Forward Purchase Agreement, funded directly from the Trust Account at Closing, and the recognition of the initial fair value of<br>the Forward Purchase Agreement of $10.1 million as a derivative asset on the unaudited condensed combined pro forma balance sheet as of<br>June 30, 2025.
	The Forward Purchase Agreement<br>did not meet the criteria for equity classification under ASC 815-40. As the Forward Purchase Agreement involves a future cash remittance<br>from the Meteora Parties to Fusemachines Pubco, it has been classified as a derivative asset on the unaudited condensed combined pro forma<br>balance sheet as of June 30, 2025. The derivative asset was initially recognized at fair value and will be subsequently remeasured at<br>fair value at each reporting period, with changes in fair value recognized through earnings.<br><br><br><br><br><br><br><br>The initial fair value of the Forward<br>Purchase Agreement was determined using a Monte Carlo simulation model that incorporated assumptions including a $12.70 share price based<br>on CSLM’s closing share price on 7/31/2025, a 3.9% risk-free rate, and 55.0% estimated volatility based on peer company analysis.<br>This resulted in a fair value of $10.1 million recorded to Forward Purchase Agreement derivative asset on the unaudited condensed combined<br>pro forma balance sheet as of June 30, 2025.<br><br><br><br><br><br><br><br>This entry also reflects the issuance<br>of the Shortfall Warrants at the Closing exercisable for 2,108,070 shares.<br><br><br><br><br><br><br><br>The Shortfall Warrants met the criteria for equity<br>classification under ASC 815-40. Accordingly, the $11.2 million fair value of the Shortfall Warrants has been recognized in additional<br>paid-in capital on the unaudited condensed combined pro forma balance sheet as of June 30, 2025.<br><br><br><br><br><br><br><br>The fair value of the Shortfall<br>Warrants was determined using a Monte Carlo simulation model, with the warrants exercisable at a $12.00 strike price for a three-year<br>period following the Closing. The model assumed rational exercise behavior, where the warrants would be exercised only if the share price<br>exceeded the $12.00 strike price at maturity. The intrinsic value of the warrants was discounted to present value using the same 3.9%<br>risk-free rate and 55.0% volatility assumption. The fair value of the Shortfall Warrants was determined to be $11.2 million, which is<br>reflected in additional paid-in capital on the unaudited condensed combined pro forma balance sheet as of June 30, 2025.<br><br><br><br><br><br><br><br>Lastly, this entry reflects a $12.1 million increase<br>to accumulated deficit on the unaudited condensed combined pro forma balance sheet as of June 30, 2025, representing the consideration<br>transferred to the Meteora Parties at Closing (see Note 4(m)). The consideration transferred includes the $11.2 million fair value of<br>the Shortfall Warrants issued at Closing and the $0.9 million difference between the $11.0 million prepayment amount and the $10.1 million<br>initial fair value of the Forward Purchase Agreement.
(n)	To reflect the settlement of a Fusemachines accounts payable balance through the<br>issuance of 45,000 shares of Fusemachines Common Stock to a Fusemachines vendor immediately prior to the Closing of the Business Combination.<br>Upon the Closing of the Business Combination, the 45,000 newly issued Fusemachines Common Stock were exchanged at the Conversion Ratio<br>of 0.6580 for shares of Fusemachines Pubco Common Stock. The settlement of the accounts payable balance was treated as the settlement<br>of convertible debt that does not contain a bifurcated embedded conversion feature under ASC 815. As such, pursuant to ASC 470-20-40-4,<br>upon conversion, the net carrying amount of the accounts payable is derecognized with the accounts payable net carrying amount credited<br>to additional paid-in capital to reflect the equity shares issued and no gain or loss is recognized. The issuance of the shares resulted<br>in a $0 thousand adjustment within the Fusemachines Inc. Common Stock, par value $0.00001 line item due to the effect of rounding as the<br>adjustment to record the shares at par value was less than $1 thousand.

| 12 |

| --- | | (o) | To reflect (i) the reversal of deferred transaction costs in the historical Fusemachines financial statements as of June 30, 2025 in the amount of $1.7 million that were specific incremental costs directly attributable to the offering of securities. The $1.7 million is recorded as a reduction to deferred transaction costs and additional paid-in capital, (ii) advisory, legal, and other professional fees of $0.5 million incurred subsequent to June 30, 2025 that are specific incremental costs directly attributable to the offering of securities and are recorded as an increase to accrued expenses and other current liabilities and a reduction to additional paid-in capital, and (iii) $0.1 million incurred in connection with the Business Combination subsequent to June 30, 2025 but are not directly attributable to the offering of securities. The $0.1 million in costs incurred subsequent to June 30, 2025 that are not directly attributable to the offering of securities is recorded as an addition to accrued expenses and other current liabilities and accumulated deficit. | | --- | --- | | (p) | To reflect the Sponsor’s sale of shares of Fusemachines Pubco Common Stock to a third-party vendor providing services to Fusemachines. Management assessed the substance of the share sale and determined that it represented a share-based payment awarded by the Sponsor, which is a holder of an economic interest in Fusemachines Pubco, as compensation for services provided by nonemployees in accordance with ASC 718-10-15-4. Based on this determination, management concluded that for the shares that were sold, the excess of the estimated fair value of such shares on the measurement date over the purchase price (the purchase price was less than $1 thousand) represented compensation expense to be recognized over the nonemployee vesting period, in accordance with ASC 718-10-25-2B. For purposes of the unaudited pro forma condensed combined financial information, the nonemployee vesting period was determined to be the point-in-time of the closing of the Merger as this is when the expense would have been recognized if cash had been paid for the nonemployee services. Management used the quoted market price of CSLM for the estimated measurement date fair value of the shares sold. In accordance with ASC 718, for equity- classified awards, the measurement date for purposes of the fair value determination was determined to be the grant date, the date on which the measurement of the award was fixed. For the shares that were sold, management recorded the entirety of the excess of the grant date fair value over the purchase price as share-based compensation expense, which increased the Accumulated deficit and Additional paid in capital on the unaudited pro forma condensed combined balance sheet. Refer to Note 4(i) for the impact of this share-based payment award on the unaudited pro forma condensed combined statement of operations. The sale of shares resulted in a $0 thousand adjustment to cash as presented in the Cash and cash equivalents line item due to the effect of rounding as the adjustment to record the cash received was less than $1 thousand. | | (q) | To reflect the recapitalization of Fusemachines through the contribution of 29,199,809 shares of Fusemachines Common Stock and the issuance of 19,214,201 shares of Fusemachines Pubco Common Stock, reflecting the Conversion Ratio of 0.6580, and to reflect the derecognition of the accumulated deficit of CSLM which is reversed to additional paid-in capital. |

Notwithstanding the legal form, the Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP and not as a business combination under ASC 805. Under this method of accounting, CSLM, will be treated as the acquired company for accounting purposes, whereas Fusemachines will be treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination will be treated as the equivalent of Fusemachines issuing shares for the net assets of CSLM, accompanied by a recapitalization. The net assets of Fusemachines will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of Fusemachines.

The reverse recapitalization adjustment is determined as follows (in thousands):

Derecognition of Fusemachines Common Stock	$	(2	)
Derecognition of Fusemachines treasury stock	$	2,903
Derecognition of CSLM’s accumulated deficit^(1)^	$	27,732
Issuance of Fusemachines Pubco Common Stock in accordance with the Conversion Ratio under the No Additional Redemption Scenario	$	2
Net reduction of additional paid-in capital due to derecognition of CSLM’s accumulated deficit and Fusemachines’ historical equity and issuance of Fusemachines Pubco Common Stock	$	(30,635	)

| 13 |

| --- | | (1) | The derecognition of CSLM’s accumulated deficit of $27.7 million is determined as follows (in thousands): | | --- | --- | | Historical accumulated deficit of CSLM as of December 31, 2024 | $ | 13,042 | | | --- | --- | --- | --- | | Interest expense on CSLM related party loan payable, current, see 3(ccc) | | 53 | | | Dividend income on marketable securities held in Trust Account, see 3(bb) | | (171 | ) | | Compensation expense from transfers and sales of shares from the Sponsor to third-party vendors of CSLM, see 3(e) | | 1,961 | | | Transaction costs of CSLM through the Closing Date, see 3(i) | | 758 | | | Issuane of forward purchase agreement, see 3(w) | | 12,089 | | | Total adjustment to derecognize CSLM’s accumulated deficit | $ | 27,732 | | | (r) | To reflect the repayment of the outstanding principal and unpaid interest on the seven Fusemachines related party promissory notes on the Closing Date. | | --- | --- | | (s) | To reflect the settlement on the Closing Date of the six Fusemachines convertible notes, one issued in April 2024, one issued in June 2024, two issued in September 2024, one issued in February 2025, and one issued in May 2025. |

These six convertible notes were settled through an issuance of shares of Fusemachines Common Stock. Immediately prior to their settlement, these convertible notes (which are held at amortized cost) had a carrying value of $0.1 million, $0.1 million, $0.1 million, $0.2 million, $0.2 million, and $2.2 million, respectively. This adjustment in Note 3(s) reflects the removal of this aggregate carrying value of $2.9 million, an increase to Fusemachines Inc. Common Stock, par value $0.00001, of less than $1 thousand, and an increase to Additional paid in capital of $2.8 million.

(t)

To reflect the remeasurement of the Fusemachines convertible notes issued in October 2019 and September 2021 from June 30, 2025 to their estimated fair value at the Closing Date immediately prior to their settlement on the Closing Date (refer to Note 3(k) for an adjustment reflecting the settlement of the convertible notes on the Closing Date). The fair value of the convertible notes as of the Closing Date of $8.4 million is based on the number of shares of Fusemachines Common Stock that the convertible notes were converted into after the partial cash repayment.

The fair value per share of Fusemachines Common Stock used to remeasure the October 2019 and September 2021 notes to fair value on the Closing Date was $6.60. This value has been determined based on an income approach and a market approach in accordance with Internal Revenue Service Ruling 59-60 for compliance with Internal Revenue Code Section 409A. This combination of the income and market approach is consistent with the provisions of the American Institute of Certified Public Accountants (“AICPA”) Accounting and Valuation Guide which are generally recognized as reliable provisions for a valuation methodology.

(u)

To reflect the forfeiture of warrants by the Sponsor (with no consideration to Sponsor) pursuant to the terms of the Sponsor Support Agreement. The forfeited warrants were immediately cancelled upon the Closing Date. The adjustment consists solely of an increase and decrease to additional paid-in capital for the historical carrying amount of the warrants. Additional paid-in capital is decreased as the forfeiture was deemed to be specific and incremental to the offering of securities that will be issued upon the Closing Date as the forfeiture was entered into to remove a source of potential dilution to induce parties to the Merger Agreement to consummate the Business Combination. Additional paid-in capital is increased because the forfeiture represents a termination of equity-classified contracts, the contracts being the warrants, and the offsetting entry for a termination of an equity-classified contract is to additional paid- in capital. The net amount of the adjustment to Additional paid-in capital is $0 thousand.

(v)

To reflect the change in redemption value of the CSLM Class A Ordinary Shares subject to possible redemption due to the actual income on marketable securities from the Trust Account and extension payments. Changes in the redemption value of stock classified as temporary equity may be recognized immediately as they occur by adjusting the carrying amount of the stock in accordance with ASC 480-10-S99-3A.

| 14 |

| --- |

4.Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2025 and for the YearEnded December 31, 2024

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

ProForma Adjustments for Financing Transactions:

(aaa)

Notes 3(bbb), 3(ccc), and 3(eee) on the balance sheet reflect the total interest incurred from July 1, 2025 through the Closing Date on the following notes held at amortized cost: (i) the related party promissory notes by Fusemachines to its Chief Executive Officer, (ii) the Fourth Amended and Restated Promissory Note, (iii) and five Fusemachines convertible notes issued in April 2024, June 2024, two issued in September 2024, and February 2025, respectively. As the related party promissory notes held at amortized cost in (i) were repaid in cash on January 1, 2024 for purposes of potentially making pro forma adjustments to the statement of operations, no adjustment to record interest expense has been made on the pro forma statement of operations because the notes are deemed to no longer exist on January 1, 2024 as it is assumed they were repaid on this date resulting in a $0 thousand adjustment within the interest expense line item. As the convertible notes held at amortized cost in (ii), (iii), and (iv) were converted into stock on January 1, 2024 for purposes of potentially making pro forma adjustments to the statement of operations, no adjustment to record interest expense has been made on the pro forma statement of operations because the notes are deemed to no longer exist on January 1, 2024 as it is assumed they converted into stock on this date resulting in a $0 thousand adjustment within the interest expense line item. This is a non-recurring item.

ProForma Transaction Accounting Adjustments:

(a)	To reflect the elimination<br> of historical interest expense on the CSLM promissory note as it was repaid on the Closing Date.
(b)	To reflect the removal of<br> the previously recognized dividend income from CSLM’s marketable securities held in Trust<br> Account which was released upon the Closing of the Business Combination.
(c)	To reflect the removal of the previously recognized loss on change in fair value<br>in the historical Fusemachines consolidated statement of operations for the six months ended June 30, 2025 and for the twelve months ended<br>December 31, 2024 of $1.2 million and $3.1 million, respectively, for the Fusemachines convertible promissory notes issued in October<br>2019 and September 2021. Additionally, to reflect the removal of the previously recognized loss on change in fair value in the historical<br>Fusemachines consolidated statement of operations for the six months ended June 30, 2025 and for the twelve months ended December 31,<br>2024 of $0.2 million and $2.5 million, respectively, for the Fusemachines convertible promissory notes issued in January 2024. The October<br>2019 and September 2021 convertible notes were partially repaid on the Closing Date and the remainder was converted into Fusemachines<br>Common Stock on the Closing Date. The January 2024 convertible notes were converted into Fusemachines Common Stock on the Closing Date.<br>This is a non-recurring item.
(d)	To reflect the actual transaction<br> costs for CSLM for certain accounting, auditing, and other professional fees incurred in connection with the Business Combination.<br> This is a non-recurring item.
(e)	To reflect compensation costs<br> associated with the Sponsor’s transfers and sales of shares of Fusemachines Pubco Common Stock to third-party vendors providing<br> services to CSLM. This is a non-recurring item. Refer to Note 3(e) for the impact of these share-based payment awards on the unaudited<br> pro forma condensed combined balance sheet.
(f)	To<br> reflect amortization expense and interest expense for the directors’ and officers’<br> liability insurance policy, interest expense is due to the portion of the policy assumed<br> to be financed, which was entered into upon Closing.
(g)	To reflect transaction costs<br> for Fusemachines for certain accounting, auditing, and other professional fees incurred in connection with the Business Combination<br> that are not deemed to be specific incremental costs directly attributable to this proposed offering of securities. This is a non-recurring<br> item.
(h)	Reflects the removal of CSLM’s<br> covenant fee income and the associated provision for credit losses for the covenant fee. The covenant fee income and associated provision<br> for credit losses were removed because the Second Amendment to Merger Agreement removed the terms which required Fusemachines to pay<br> CSLM monthly for the delayed delivery of its audited financial statements to CSLM. Pursuant to ASC 610-20 and Section 210.5-03 of Regulation<br> S-X, CSLM initially recorded the income from these fees as Covenant fees within the Other income section of its historical statement<br> of operations for the year ended December 31, 2024 as these fees were a contractual stipulation as part of the Merger Agreement rather<br> than revenue from delivering or producing goods, rendering services, or other activities that constitute an entity’s ongoing<br> major or central operations.
(i)	To<br> reflect compensation costs for the Sponsor’s sale of shares of Fusemachines Pubco Common<br> Stock to a third-party vendor providing services to Fusemachines. Refer to Note 3(p) for<br> the impact of this share-based payment award on the unaudited pro forma condensed combined<br> balance sheet. This is a non-recurring item.
(j)	Notes 3(k) on the balance<br> sheet reflect the conversion of all convertible notes held at fair value into stock. As these balance sheet adjustments are assumed<br> to have been made on January 1, 2024 for purposes of potentially making pro forma adjustments to the statement of operations, no adjustment<br> to remeasure the notes to fair value has been made on the pro forma statement of operations because the notes are deemed to no longer<br> exist on January 1, 2024 as it is assumed they converted into stock on this date resulting in a $0 thousand adjustment within the Loss<br> on change in fair value of convertibles notes and warrant liability line item.

| 15 |

| --- | | (k) | To reflect the elimination of historical interest expense on five Fusemachines convertible notes held at amortized cost issued prior to June 30, 2025 of approximately $3 thousand, $3 thousand, $2 thousand, $2 thousand, and $3 thousand, respectively, for the six months ended June 30, 2025, and to reflect the elimination of historical interest expense on four Fusemachines convertible notes held at amortized cost issued prior to December 31, 2024, of approximately $4 thousand, $4 thousand, $1 thousand, and $1 thousand, respectively, for the year ended December 31, 2024. These convertible notes were converted into Fusemachines Common Stock on the Closing Date. | | --- | --- | | (l) | To reflect the elimination of historical interest expense on certain related party promissory notes issued by Fusemachines to its Chief Executive Officer prior to December 31, 2024. These related party promissory notes were repaid on the Closing Date. | | (m) | To reflect the loss on the issuance of the Forward Purchase Agreement due to the value of the consideration transferred to the Meteora Parties (see Note 3(m)). | | (n) | The pro forma basic and diluted net loss per share amounts presented in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively, are based upon the number of Fusemachines Pubco shares outstanding at the Closing of the Business Combination, assuming the Business Combination occurred on January 1, 2024. |

Pro forma basic and diluted net loss per share is calculated as follows for the six months ended June 30, 2025:

	Six Months Ended <br> June 30, 2025
	Actual Redemptions
Numerator:
Pro forma net loss	$	(5,354,000	)
Denominator:
Assume conversion of CSLM Class A Ordinary Shares subject to possible redemption that were not redeemed into Fusemachines Pubco Common Stock effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024		901,955
Assume conversion of non-redeemable CSLM Class A Ordinary Shares into Fusemachines Pubco Common Stock effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024		4,743,749
Assume conversion of non-redeemable CSLM Class B Ordinary Shares into Fusemachines Pubco Common Stock effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024		1
Assume January 1, 2024 issuance of Fusemachines Pubco Common Stock in connection with the PIPE Investment		1,184,000
Assume January 1, 2024 issuance of Fusemachines Pubco Common Stock to an affiliate of the Sponsor due to partial conversion of the 3rd Amended and Restated Promissory Note as a result of assuming closing of the Business Combination on January 1, 2024		408,639
Assume conversion of 18,975,000 Parent Rights into Fusemachines Pubco Common Stock effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024		1,897,486
Assume January 1, 2024 issuance of Fusemachines Pubco Common Stock to Fusemachines stockholders as a result of assuming closing of the Business Combination on January 1, 2024		13,917,879
Assume January 1, 2024 issuance of Fusemachines Pubco Common Stock to holders of Fusemachines convertible notes as a result of assuming closing of the Business Combination on January 1, 2024		5,296,322
Pro forma weighted-average shares outstanding - basic and diluted		28,350,031
Pro forma net loss per share - basic and diluted	$	(0.19	)

| 16 |

| --- |

The following securities were excluded from the computation of pro forma diluted net loss per share for the six months ended June 30, 2025 because including them would have had an anti-dilutive effect:

	Six Months Ended <br> June 30, 2025
	Actual Redemptions
Fusemachines Pubco Private Placement Warrants^(1)^		4,093,461
CSLM Public Warrants^(2)^		9,487,500
Fusemachines Pubco Common Stock stock options^(3)^		693,420
Shortfall Warrants^(4)^		2,108,070
Total anti-dilutive Fusemachines Pubco Common Stock		16,382,451
(1)	Represents<br> 3,971,250 warrants held by CSLM Sponsor, along with 122,211 warrants held by former debt<br> holders of Fusemachines.
---	---
(2)	Represents warrants held<br> by CSLM Public Stockholders.
(3)	Represents<br> options to purchase Fusemachines Pubco Common Stock underlying the conversion rights under<br> the Fusemachines Equity Incentive Plan.
(4)	Represents<br> 2,108,070 warrants held by the Meteora Parties issued in connection with the Forward Purchase<br> Agreement.

Pro forma basic and diluted net loss per share is calculated as follows for the year ended December 31, 2024:

	Year Ended <br> December 31, 2024
	Actual Redemptions
Numerator:
Pro forma net loss	$	(27,215,000	)
Denominator:
Assume conversion of CSLM Class A Ordinary Shares subject to possible redemption that were not redeemed into Fusemachines Pubco Common Stock effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024		901,955
Assume conversion of non-redeemable CSLM Class A Ordinary Shares into Fusemachines Pubco Common Stock effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024		4,743,749
Assume conversion of non-redeemable CSLM Class B Ordinary Shares into Fusemachines Pubco Common Stock effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024		1
Assume January 1, 2024 issuance of Fusemachines Pubco Common Stock in connection with the PIPE Investment		1,184,000
Assume January 1, 2024 issuance of Fusemachines Pubco Common Stock to an affiliate of the Sponsor due to partial conversion of the 3rd Amended and Restated Promissory Note as a result of assuming closing of the Business Combination on January 1, 2024		408,639
Assume conversion of 18,975,000 Parent Rights into Fusemachines Pubco Common Stock effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024		1,897,486
Assume January 1, 2024 issuance of Fusemachines Pubco Common Stock to Fusemachines stockholders as a result of assuming closing of the Business Combination on January 1, 2024		13,917,879
Assume January 1, 2024 issuance of Fusemachines Pubco Common Stock to holders of Fusemachines convertible notes as a result of assuming closing of the Business Combination on January 1, 2024		5,296,322
Pro forma weighted-average shares outstanding - basic and diluted		28,350,031
Pro forma net loss per share - basic and diluted	$	(0.96	)

The following securities were excluded from the computation of pro forma diluted net loss per share for the year ended December 31, 2024 because including them would have had an anti-dilutive effect:

	Year Ended <br> December 31, 2024
	Actual Redemptions
Fusemachines Pubco Private Placement Warrants^(1)^		4,093,461
CSLM Public Warrants^(2)^		9,487,500
Fusemachines Pubco Common Stock stock options^(3)^		693,420
Shortfall Warrants^(4)^		2,108,070
Total anti-dilutive Fusemachines Pubco Common Stock		16,382,451
(1)	Represents<br> 3,971,250 warrants held by CSLM, along with 122,211 warrants held by former debt holders<br> of Fusemachines.
---	---
(2)	Represents warrants held<br> by CSLM Public Stockholders.
(3)	Represents<br> options to purchase Fusemachines Pubco Common Stock underlying the conversion rights under<br> the Fusemachines Equity Incentive Plan.
(4)	Represents<br> 2,108,070 warrants held by the Meteora Parties issued in connection with the Forward Purchase<br> Agreement.

5.Conforming Accounting Policies and Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, Fusemachines performed a preliminary analysis of CSLM’s financial information to identify differences in financial statement presentation as compared to the presentation of Fusemachines. Certain reclassification adjustments have been made to conform CSLM’s historical financial statement presentation to Fusemachines’ historical financial statement presentation. Following the completion of the Business Combination, or as more information becomes available, Fusemachines will finalize the review of financial statement presentation, which could differ from the presentation set forth in the unaudited pro forma condensed combined financial information presented herein.

| 17 |

| --- |

The following items represent certain reclassification adjustments to conform CSLM’s historical balance sheet presentation as of June 30, 2025 to Fusemachines’ historical balance sheet presentation as of June 30, 2025 and to conform CSLM’s historical statement of operations presentation for the six months ended June 30, 2025 and for the year ended December 31, 2024 to Fusemachines’ historical statement of operations presentation for the six months ended June 30, 2025 and for the year ended December 31, 2024, which have no impact on net loss for the six months ended June 30, 2025 and for the year ended December 31, 2024 and are summarized below:


Fusemachines Inc. Historical Balance Sheet Line Items			Reclassification			Notes	CSLM Acquisition Corp. Reclassified
Assets
Current assets:
Cash and cash equivalents	14		$	-			$	14
Accounts receivable, current, net	-			-				-
Unbilled revenue	-			-				-
Deferred transaction costs	-			-				-
Prepaid expenses and other current assets	49			-				49
	33			-				33
	16,572			-				16,572
Total current assets	16,668			-				16,668
Property and equipment, net	-			-				-
Intangible assets, net	-			-				-
Deferred tax asset	-			-				-
Operating lease right-of-use assets	-			-				-
Other assets	-			-				-
Total assets	16,668		$	-			$	16,668
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	290		$	-			$	290
Accrued expenses and other current liabilities	1,202			200		5(d)		1,402
Convertible notes payable, at fair value, current	-			-				-
Related party convertible notes payable, at fair value, current	-			-				-
Related party convertible notes payable, current	-			3,363		5(e)		3,363
Convertible notes payable, current	-			-				-
Related party loan payable, current	-			-				-
	3,363			(3,363	)	5(e)		-
	200			(200	)	5(d)		-
	6,641			-				6,641
Operating lease liability, current	-			-				-
Total current liabilities	11,696			-				11,696
Convertible notes payable	-			-				-
Cumulative mandatorily redeemable common and preferred stock liability	-			-				-
Warrant liability	-			-				-
Operating lease liability	-			-				-
Total liabilities	11,696			-				11,696
	16,572			-				16,572
Stockholders’ deficit:
Convertible preferred stock (0.00001 par value, 9,076,724 shares authorized as of June 30, 2025; 9,043,234 shares issued and outstanding as of June 30, 2025)	-			-				-
Common stock (0.00001 par value, 24,200,000 shares authorized as of June 30, 2025; 11,049,680 issued and outstanding as of June 30, 2025)	-			-				-
	-			-				-
	-			-				-
	-			-				-
Treasury stock, at cost (667,000 shares as of June 30, 2025)	-			-				-
Additional paid in capital	1,442			-				1,442
Accumulated deficit	(13,042	)		-				(13,042	)
Accumulated other comprehensive income	-			-				-
Total stockholders’ deficit	(11,600	)		-				(11,600	)
Total liabilities and stockholders’ deficit	16,668		$	-			$	16,668

All values are in US Dollars.

| 18 |

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CSLMAcquisition Corp./Fusemachines Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

(in USD thousands, except share and per share amounts)

	Six Months Ended<br> June 30, 2025
Fusemachines Inc. Historical Statement of Operations Line Items	CSLM Acquisition Corp.<br> (Historical)			Reclassification			Notes	CSLM Acquisition Corp. Reclassified
Revenue	$	-		$	-			$	-
Cost of revenue		-			-				-
Gross profit		-			-				-
Operating expenses:
Selling and marketing		-			-				-
Research and development		-			-				-
General and administrative		-			232		5(b)		712
		-			480		5(c)		-
		91			(91	)	5(b)		-
		492			(80	)	5(b)		-
		-			(412	)	5(c)		-
		60			(60	)	5(b)		-
		69			(1	)	5(b)		-
		-			(68	)	5(c)		-
		71			(71	)	5(a)		-
Operating expenses		783			(71	)			712
Operating (loss) income		(783	)		71				(712	)
Other (expense) income, net:
		(1,823	)		-				(1,823	)
		339			-				339
Interest expense		-			(71	)	5(a)		(71	)
Loss on extinguishment of debt		-			-				-
Loss on extinguishment of payable		-			-				-
Loss on change in fair value of convertible notes and warranty liability		-			-				-
Other expense		-			-				-
Total other expense, net		(1,484	)		(71	)			(1,555	)
Loss before income taxes and equity in earnings of investee		(2,267	)		-				(2,267	)
Provision for income tax		-			-				-
Equity in earnings of investee, net of income tax provision of 0		-			-				-
Net loss	$	(2,267	)	$	-			$	(2,267	)

All values are in US Dollars.

| 19 |

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CSLMAcquisition Corp./Fusemachines Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

(in USD thousands, except share and per share amounts)

	Year Ended<br> December 31, 2024
Fusemachines Inc. Historical Statement of Operations Line Items	CSLM Acquisition Corp.<br> (Historical)			Reclassification			Notes	CSLM Acquisition Corp. Reclassified
Revenue	$	-		$	-			$	-
Cost of revenue		-			-				-
Gross profit		-			-				-
Operating expenses:
Selling and marketing		-			-				-
Research and development		-			-				-
General and administrative		-			814		5(b)		1,760
		-			946		5(c)		-
		214			(214	)	5(b)		-
		1,255			(351	)	5(b)		-
		-			(904	)	5(c)		-
		120			(120	)	5(b)		-
		171			(129	)	5(b)		-
		-			(42	)	5(c)		-
		101			(101	)	5(a)		-
Operating expenses		1,861			(101	)			1,760
Operating (loss) income		(1,861	)		101				(1,760	)
Other income (expense), net:
		2,033			-				2,033
		505			-				505
		(505	)		-				(505	)
Interest expense		-			(101	)	5(a)		(101	)
Loss on extinguishment of debt		-			-				-
Loss on extinguishment of payable		-			-				-
Loss on change in fair value of convertible notes and warranty liability		-			-				-
Other expense		-			-				-
Total other income (expense), net		2,033			(101	)			1,932
Income before income taxes and equity in earnings of investee		172			-				172
Provision for income tax		-			-				-
Equity in earnings of investee, net of income tax provision of 0		-			-				-
Net income	$	172		$	-			$	172

All values are in US Dollars.

(a)	To<br> reclassify the CSLM historical interest expense out of the Interest Expense line item within<br> operating expenses and into the Interest Expense line item within other income (expense),<br> net.
(b)	To<br> reclassify the CSLM historical general and administrative expenses within Insurance Expense,<br> Legal and Accounting Expenses, Administrative Expenses – Related Party, and Dues and<br> Subscriptions into the General and Administrative line item.
(c)	To<br> reclassify the CSLM historical transaction related costs within Legal and Accounting Expenses,<br> Dues and Subscriptions, and Formation, General and Administrative Expenses into the General<br> and Administrative line item.
(d)	To<br> reclassify CSLM historical Accrued Interest – Related Party balance into the Accrued<br> Expenses and Other Current Liabilities line item.
(e)	To<br> reclassify CSLM historical Promissory Note – Related Party balance into the Related<br> Party Convertible Notes Payable, Current line item.

| 20 |

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Exhibit99.4

FusemachinesAnnounces Closing of Business Combination and Date for Commencement of NASDAQ Listing

October 22, 2025

Trading of Fusemachines on Nasdaq under the Symbol “FUSE” to Commence on October 23

NewYork, October 22, 2025 - Fusemachines Inc. (“Fusemachines” or the “Company”), a global leader of enterprise AI solutions products and services, today announced the completion of its business combination with CSLM Acquisition Corp. (Nasdaq: CSLM)(“CSLM”), a publicly-traded special purpose acquisition company. The newly combined entity will operate under the name Fusemachines Inc.

Fusemachines common stock and warrants will begin trading on the Nasdaq Global Market under the symbols “FUSE” and “FUSEW”, respectively, beginning October 23, 2025.

This milestone marks a new chapter in Fusemachines’ mission to democratize AI for all, expanding access to advanced artificial intelligence technologies, education, and innovation across global markets. The company’s public listing positions it to accelerate growth and innovation at scale. Proceeds from the transaction will fuel growth by further developing compelling products, expanding the customer footprint, and supporting the company’s enterprise clients.

“Ideating and innovating with a small team to now being listed on Nasdaq, we have come a long way,” said Dr. Maskey, CEO of Fusemachines. “This milestone would not have been possible without the incredible team whose dedication and resilience contribute to our global mission. It’s a defining moment for us and a powerful culmination of years of hard work and yet, just the beginning for us.”

The combined company will be led by Sameer Maskey as Chief Executive Officer and Christine Chambers as Chief Financial Officer, alongside the Fusemachines executive team. The combined company’s board of directors includes Sameer Maskey, Bharat Krish, Tim Gocher, Sanjay Shrestha, and Salman Alam.

AboutFusemachines

Founded in 2013, Fusemachines is a global provider of enterprise AI products and services, on a mission to democratize AI. Leveraging proprietary AI Studio and AI Engines, the company helps drive the clients’ AI Enterprise Transformation, regardless of where they are in their Digital AI journeys. With offices in North America, Asia, and Latin America, Fusemachines provides a suite of enterprise AI offerings and specialty services that allow organizations of any size to implement and scale AI. Fusemachines serves companies in industries such as healthcare, finance, retail, manufacturing, and government.

Fusemachines continues to actively pursue the mission of democratizing AI for the masses by providing high-quality AI education in underserved communities and helping organizations achieve their full potential with AI. To learn about Fusemachines, visit www.fusemachines.com

Forward-LookingStatements

This press release contains certain statements which are not historical facts, which are forward-looking statements within the meaning of the federal securities laws, for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain statements made with respect to the business combination, including the benefits of the business combination, the services offered by Fusemachines and the markets in which it operates, and Fusemachines’ projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions provided for illustrative purposes only, and projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; failure to realize the anticipated benefits of the business combination; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the inability to maintain the listing of Fusemachines’ securities on Nasdaq following the business combination; costs related to the business combination; and those factors discussed in the final prospectus/proxy statement (File No. 333-283520 and 333-283520-01), dated July 1, 2025, and filed with the Securities and Exchange Commission (the “SEC”) by Fusemachines and CSLM Holdings, Inc. on July 3, 2025 and, in subsequent filings and reports made with the SEC, from time to time. While Fusemachines may elect to update these forward-looking statements at some point in the future, Fusemachines specifically disclaims any obligation to do so.

MediaContact:

AkshathBahadur Chhetri

akshath@fusemachines.com

+1 347 212-5075

InvestorContact:

Gateway Group

Ralf Esper

FUSE@gateway-grp.com

+1 949-574-3860

Exhibit99.5

FusemachinesBegins Trading on NASDAQ Marking the Start of a New Chapter

October23, 2025

New York,October 23, 2025 - Fusemachines Inc. (NASDAQ: FUSE) (“Fusemachines” or the “Company”), a global leader in enterprise AI solutions, today announced the commencement of trading of the Company’s common stock on the Nasdaq Stock Market under the symbols “FUSE”.

We believe this milestone marks a new chapter in Fusemachines’ mission to democratize AI for all, expanding access to advanced artificial intelligence technologies, education, and innovation across global markets. The company’s public listing positions it to capture the rapidly expanding global demand for scalable AI solutions.

“From starting with a small, mission-driven team to becoming a publicly listed company on Nasdaq, this milestone reflects our unwavering commitment to innovation and execution,” said Dr. Sameer Maskey, CEO and Founder of Fusemachines. “We are proud of the platform we’ve built and the trust our partners and clients place in us. This listing marks the beginning of our next chapter, one focused on disciplined growth, strategic investment, and driving sustainable value creation for our shareholders.”

Proceeds from the transaction will be used to strengthen Fusemachines’ balance sheet and accelerate its next phase of growth. The company plans to invest strategically in product innovation, customer expansion, and targeted investments in sales and marketing. These initiatives are designed to enhance recurring revenue opportunities, expand margins, and deliver long-term value to shareholders.

In addition, Fusemachines intends to explore strategic partnerships and targeted M&A opportunities that can accelerate market expansion, broaden its technology portfolio, and enhance its competitive position.

Fusemachines’ Nasdaq debut underscores its commitment to building a future where access to AI innovation is universal, bridging global talent gaps and enabling organizations to thrive in the era of intelligent automation.

AboutFusemachines

To learn about Fusemachines, visit www.fusemachines.com

Forward-LookingStatements

MediaContact:

PR@fusemachines.com

+1 347 212-5075

InvestorContact:

Gateway Group

Ralf Esper

FUSE@gateway-grp.com

+1 949-574-3860

Exhibit99.6

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FUSEMACHINES

Thefollowing discussion and analysis provides information that Fusemachines’ management believes is relevant to an assessment andunderstanding of Fusemachines’ consolidated results of operations and financial condition. The discussion should be read togetherwith Fusemachines’ unaudited condensed consolidated financial statements as of and for the six month ended June 30, 2025, and June30, 2024, and historical audited annual consolidated financial statements as of and for the years ended December 31, 2024 and December31, 2023 and the respective notes thereto, included elsewhere or incorporated by reference in this Current Report on Form 8-K.Capitalized and defined terms used in this section shall have the meanings ascribed to them herein. Capitalized terms not defined inthis section shall have the meanings ascribed to them elsewhere in the Proxy Statement/Prospectus (as defined in this Current Reporton Form 8-K).

Thediscussion and analysis should also be read together with Pubco’s unaudited pro forma condensed combined financial informationas of and for the six month ended June 30, 2025, and June 30, 2024 as well as of and for the years ended December 31, 2024 and 2023.See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.” This discussion may contain forward-lookingstatements based upon current expectations that involve risks and uncertainties. Fusemachines’ actual results may differ materiallyfrom those anticipated in these forward-looking statements as a result of various factors, including those set forth under “RiskFactors” or in other parts of this Current Report on Form 8-K or the Proxy Statement/Prospectus. Unless the context otherwiserequires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Fusemachines”to “we”, “our” and “the Company” refer to the business and operations of Fusemachines Inc. and itsconsolidated subsidiaries prior to the Business Combination and to Fusemachines Inc. and its consolidated subsidiaries following theconsummation of the Business Combination.

CompanyOverview

We are a provider of cutting-edge artificial intelligence (“AI”) solutions across a number of industries and verticals and have been doing so for over 10 years. We help enterprises integrate AI into their business with our AI solutions (products and services) supported by our global talent from underserved communities.

To date, customers that have benefited from our AI solutions include consumer brands, online consignment/ resale platforms, healthcare technology providers, medical equipment providers, global media enterprises, SAAS technology companies, and cybersecurity companies. These customers, and others, have successfully leveraged our solutions to accurately and efficiently authenticate and value products, forecast future sales revenues, improve efficiency by eliminating manual entry to reduce human error, reduce development costs through strategic sourcing and partnerships, deliver relevant and personalized content to end-users, extract key-values from critical documents, and detect malicious sessions in-network in real-time. See “Our Customers – Case Studies” for more information.

In addition to our AI Products and Services we offer a multitude of AI Education Services to students, professionals and organizations. Our flagship learning program is our AI Fellowship Program, a dynamic 6-month course, held online, designed by leading global AI and tech experts. The course is created to upskill AI professionals, provide hands-on experiences and real-world AI applications. We have over 700 certified Fusemachines AI Fellows in the United States, Nepal and Dominican Republic. Our fellows have leveraged their certifications with Fusemachines for positions at leading technology employers, and other global companies, proving their competencies and expanding our global alumni network.

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RecentDevelopments

CovenantFees

On February 4, 2025, the Company, CSLM Acquisition Corp. and CSLM merger sub inc. entered into a second amendment to the original merger agreement dated January 22, 2024. The amendment specifically deleted Section 7.3 of the original agreement, which had stipulated a delay fee in the event the Company failed to deliver the audited 2023 financial statements to the CSLM by the PCAOB audit deadline.

Under the terms of the original agreement, the Company was required to provide the audited financial statements no later than February 29, 2024, or incur delay fees as mentioned in the agreement

The Company had covenanted to provide the audited financial statements no later than February 29, 2024, however, provided the audited financial statements to CSLM in September 2024. As a result, the Company has recorded $505.0 thousand of deferred transaction costs on the consolidated financial statement as of December 31, 2024.

Pursuant to the second amendment the delay fee provision is eliminated and provides the Company with relief from future penalties related to the delivery of the 2023 financial statements. Accordingly, the company recorded waiver in the six months ended June 30, 2025 which does not have impact in the unaudited condensed consolidated interim Statements of Operations and Comprehensive Loss as the amount of provision got eliminated from the deferred transaction cost and from the Accounts Payable, Accrued expense and other current liabilities in the unaudited condensed consolidated interim balance sheets.

Amendmentof the maturity date and conversion option

Relatedparty convertible notes payable at fair value

On January 31, 2025, the company entered into an amendment agreement of the convertible note payable to Dolma. Pursuant to the amendment agreement, the maturity date was revised to February 28, 2026. Further, it was agreed that if the Company enters into a SPAC Business Combination Agreement at any time while the Notes are outstanding, any portion of the Aggregate Notes Amount that is not redeemed or repaid in connection or prior to the closing of the SPAC Transaction will convert, without any required action by the Holder, into shares of Common Stock immediately prior to the consummation of the SPAC Transaction contemplated by the SPAC Business Combination Agreement at a conversion rate that is derived from a Company valuation of $85,000,000, on a fully-diluted basis (provided that the Notes will be deemed have converted simultaneously with all other convertible notes being converted in connection the SPAC Transaction)

2024Convertible Notes at fair value

On February 4, 2025, the maturity date of January 2024 convertible note was extended to July 12, 2025 pursuant to the second amendment.

The Company evaluated the above amendment agreement entered on February 4, 2025, under the guidance in ASC 470-50 Debt - Modifications and Extinguishments, and it was determined terms of the amendment were not substantially different than the terms of the convertible notes prior to the Amendment. Accordingly, the aforesaid amendment was accounted for as a debt modification.

On July 12, 2025, the maturity date of 2024 Convertible Notes were extended from July 12, 2025 to October 18, 2025, pursuant to the third amendment.

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April2024 Convertible Note

On February 5, 2025, the conversion price of the April 2024 Convertible Promissory Notes with principal amount of $125,000 was amended to $3.15 from the original conversion price of $4.94.

June2024 Convertible Note

On February 5, 2025, the conversion price of the June 2024 Convertible Promissory Note with principal amount of $130,000 was amended to $3.15 from the original conversion price of $4.94.

The Company evaluated the conversion feature of June 2024 Convertible Note offering for embedded derivatives in accordance with ASC 815, Derivatives and Hedging, and the substantial premium model in accordance with ASC 470, Debt. Based on our assessment, separate accounting for the conversion feature of this note offering is not required and will be accounted for under the substantial premium model. Under the substantial premium model, the excess above the fair value amounting to $114.0 thousand this note was recorded as loss on extinguishment of debt in additional paid-in-capital with a corresponding debit in the unaudited condensed consolidated interim statement of profit and loss for the six months ended June 30, 2025.

On July 23, 2025, the maturity date of June 2024 Convertible Note was extended from June 17, 2025 to June 17, 2026, pursuant to the amendment.

September2024 Convertible Note

The Company evaluated the conversion feature of September 2024 Convertible Notes offering for embedded derivatives in accordance with ASC 815, Derivatives and Hedging, and the substantial premium model in accordance with ASC 470, Debt. Based on our assessment, separate accounting for the conversion feature of these notes offering is not required and will be accounted for under the substantial premium model. Under the substantial premium model, the excess above the fair value amounting to $164.0 thousand these notes was recorded as loss on extinguishment of debt in additional paid-in-capital with a corresponding debit in the unaudited condensed consolidated interim statement of profit and loss for the six months ended June 30, 2025.

February2025 Convertible Note

The February 2025 Convertible Note has customary events of default, are fully secured by the assets of the Company and because the conversion feature does not meet the definition of a derivative are being accounted for at amortized cost. The proceeds of the April 2024 Convertible Note will be used for working capital purposes.

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RelatedParty loan payable

Others-February 2025 Convertible Notes

In connection with the second amendment to the Merger Agreement, an entity provided financing to Fusemachines in the amount of $2,160,000, in exchange for a convertible note which note shall convert into shares of common stock of Fusemachines at a price of $0.44 per share (a) automatically at the time of the Business Combination, or (b) on July 12, 2025 at the option of the holder, if not, then payable in cash.

On May 22, 2025, the proceeds from Consilium Frontier Equity Fund, LP have been received into an escrow account.

Subsequent Conversion

On October 22, 2025, Merger Sub merged with and into Fusemachines, the separate corporate existence of Merger Sub ceased to exist and Fusemachines was the surviving company and a wholly owned subsidiary of Pubco Following the completion of the business combination, the all convertible notes (related parties and other convertible notes) were converted into equity of the public company. The terms of the merger are disclosed as a part of Note on Subsequent Events (Refer Note no. 19 Subsequent Events).

Litigation

Fusemachines Inc. received a legal notice dated 27 March 2025 requiring payment of $76.3 thousand to KCSA Strategic Communications under a Work Labor & Services agreement due to non-fulfillment of payment obligations. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows. The company has already recognized $41.3 thousand liability in its unaudited condensed consolidated interim balance sheet as of June 30, 2025.

PrepaidForward Transaction

CashlessExercise of Options

Closingof Merger

Upon the closing of the Merger:

●	In<br> connection with the Business Combination, CSLM Holdings, Inc. was renamed “Fusemachines Inc.” (“Pubco”),<br> and Fusemachines Inc. was renamed “Fusemachines USA, Inc.”
●	On<br> the Closing Date, (a) the shareholders of Fusemachines were issued an aggregate of 19,214,201 shares of New Fusemachines Common Stock,<br> an aggregate of 693,420 shares of New Fusemachines Common Stock were reserved for issuance upon the exercise of stock options, and<br> an aggregate of 122,211 shares of New Fusemachines Common Stock were reserved for issuance upon the exercise of common stock warrants;<br> (b) the public shareholders of CSLM received an aggregate of 901,955 shares of New Fusemachines Common Stock, (c) all public rights<br> were converted into 1,897,500 shares of New Fusemachines Common Stock; (d) New Fusemachines issued an aggregate of 4,743,750 shares<br> of New Fusemachines Common Stock to private placement investors; (e) New Fusemachines issued an aggregate of 1,184,000 shares of<br> New Fusemachines Common Stock, in connection with the PIPE Financing; and (f) the Sponsor Convertible Notes were exchanged for an<br> aggregate of 408,639 newly-issued shares of New Fusemachines Common Stock.
●	Approximately<br> $ 8.8 million in cash was received for the issuance of 884,000 shares of Fusemachines Pubco Common Stock. In addition, $ 3 million<br> in cash was received under the contingent PIPE investment, resulting in the issuance of an additional 300,000 shares of Fusemachines<br> Pubco Common Stock. Further Fusemachine Inc. received funds from a convertible note with an affiliate of the Sponsor in the principal<br> amount of $2.2 million. On the Closing Date, the note was converted into a number of shares of Fusemachines Inc. Common Stock pursuant<br> to the conversion terms of the convertible note agreement. The overall net proceeds received by Fusemachine Inc. for the issuance<br> is approximately $ 9.4 million.
●	Approximately<br> $11.0 million prepayment was made by CSLM to the Meteora Parties pursuant to the Forward Purchase Agreement, which was funded directly<br> from the Trust Account at Closing.
●	For<br> the promissory notes held at amortized cost issued to its Chief Executive Officer in 2024, principal and accrued and unpaid interest<br> amounting to approximately $ 0.74 million was repaid in cash upon the Closing.
●	Each<br> Fusemachines convertible note (including both related party and other convertible notes) that was issued and outstanding immediately<br> prior to the Closing was converted into Fusemachines Common Stock of 8,048,770 shares in accordance with the applicable convertible<br> note agreement and immediately following such conversion such Fusemachines Common Stock was converted into Fusemachines Pubco Common<br> Stock in accordance with the Conversion Ratio specified in the Merger Agreement.

FinancialPerformance

For the six month ended June 30, 2025, and June 30, 2024, we generated revenues of $3.99 million and $4.37 million and reported a net loss of $4.04 million and $6.52 million, respectively. For the year ended December 31, 2024 and 2023, we generated revenues of $8.8 million and $7.4 million and reported a net loss of $15.4 million and $6.8 million, respectively. Net cash used in operating activities was $0.15 million for the six month ended June 30, 2025, and $2.03 million for the six month ended June 30, 2024. Net cash used in operating activities was $2.2 million for the year ended December 31, 2024, and $2.5 million for the year ended December 31, 2023. As noted in our condensed consolidated interim financial statements, we had an accumulated deficit of $38.26 million as of June 30, 2025. As noted in our consolidated financial statements, we had an accumulated deficit of $34.22 million as of December 31, 2024 and 18.8 million as of December 31, 2023.

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BusinessCombination and Public Company Costs

On January 22, 2024, Fusemachines entered into a plan of merger agreement (the “Merger Agreement”) with CSLM in which Fusemachines Inc. will be the surviving corporation and a wholly owned subsidiary of CSLM. The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP and not as a business combination under ASC 805. Under this method of accounting, CSLM, will be treated as the acquired company for accounting purposes, whereas Fusemachines Inc. will be treated as the accounting acquirer. Under the Merger Agreement, the Fusemachines equity holders that hold shares of company common stock, shares of Convertible Preferred Stock, company stock options, or Convertible Notes will receive an aggregate of number of common stock equal to the quotient obtained by dividing (a) $200,000 thousand, by (b) $10.00 in exchange for all of Fusemachines’ fully diluted company common stock. The Merger Agreement will become effective upon the filing of the certificate of merger with the Secretary of State of the State of Delaware or upon certain conditions as specified in the articles of the merger. Fusemachines Inc.’s total transaction costs from January 1, 2024 through the anticipated Closing Date are estimated to be $6.63 million.

As a result of the Business Combination, Fusemachines will become the successor to an SEC-registered and Nasdaq-listed company, which will require Fusemachines to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Fusemachines expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal, and administrative resources, including increased personnel costs, audit, and other professional service fees.

Upon the closing of the Merger:

●	In<br> connection with the Business Combination, CSLM Holdings, Inc. was renamed “Fusemachines<br> Inc.” (“Pubco”), and Fusemachines Inc. was renamed “Fusemachines<br> USA, Inc.”
●	On<br> the Closing Date, (a) the shareholders of Fusemachines were issued an aggregate of 19,214,201<br> shares of New Fusemachines Common Stock, an aggregate of 693,420 shares of New Fusemachines<br> Common Stock were reserved for issuance upon the exercise of stock options, and an aggregate<br> of 122,211 shares of New Fusemachines Common Stock were reserved for issuance upon the exercise<br> of common stock warrants; (b) the public shareholders of CSLM received an aggregate of 901,955<br> shares of New Fusemachines Common Stock, (c) all public rights were converted into 1,897,500<br> shares of New Fusemachines Common Stock; (d) New Fusemachines issued an aggregate of 4,743,750<br> shares of New Fusemachines Common Stock to private placement investors; (e) New Fusemachines<br> issued an aggregate of 1,184,000 shares of New Fusemachines Common Stock, in connection with<br> the PIPE Financing; and (f) the Sponsor Convertible Notes were exchanged for an aggregate<br> of 408,639 newly-issued shares of New Fusemachines Common Stock.
●	Approximately $ 8.8 million in cash was received for the issuance of 884,000 shares of Fusemachines Pubco Common<br>Stock. In addition, $ 3 million in cash was received under the contingent PIPE investment, resulting in the issuance of an additional<br>300,000 shares of Fusemachines Pubco Common Stock. Further Fusemachine Inc. received funds from a convertible note with an affiliate of<br>the Sponsor in the principal amount of $2.2 million. On the Closing Date, the note was converted into a number of shares of Fusemachines<br>Inc. Common Stock pursuant to the conversion terms of the convertible note agreement. The overall net proceeds received by Fusemachine<br>Inc. for the issuance is approximately $ 9.4 million.
●	Approximately<br> $11.0 million prepayment was made by CSLM to the Meteora Parties pursuant to the Forward<br> Purchase Agreement, which was funded directly from the Trust Account at Closing.

KeyFactors and Trends Affecting Results of Operations

We believe the following factors and trends may cause previously reported financial information not to be necessarily indicative of future operating results or future financial conditions:

●	Market Competition:<br> The AI industry is highly competitive and is changing rapidly with numerous players vying for market share. We attempt to mitigate<br> this risk by continuously innovating and differentiating our offerings, as we have been delivering AI solutions for well over a decade<br> and have deep institutional capabilities to stand apart in terms of our ability to provide value to our customers and scale. Nevertheless,<br> increasing competition could result in loss of business or pressure on margins for Fusemachines.
●	Technological Changes:<br> Rapid technological advancements in AI can impact our offering, dilute our value proposition and require us to pivot in different directions.<br> However, given our broad spectrum of AI solutions, coupled with our ability to produce AI talent, our deep investment in research and<br> development, and a culture of continuous learning, we have been able to navigate these changes effectively.
●	Adequate Capital Raise: We have limited financial resources. There can be no assurance that sufficient funding will be available to us to<br> fund our operating expenses and to further develop our business. Unless we achieve substantial profitability, we anticipate that we<br> will likely need to raise additional capital to fund our operations while we implement and execute our business plan. Other than the<br> proposed private investment in public equity (“PIPE”) offering described in CSLM’s Current Report on Form 8-K,<br> filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2024, we currently do not have any<br> contracts or commitments for additional financing.
●	Ability to manage costs and expenses while achieving revenue growth: Our results of operations may fluctuate, in part, because of the intensive nature<br> of our sales efforts and the length and unpredictability of our sales cycle. As part of our sales efforts, we invest considerable time<br> and expense evaluating the specific organizational needs of our potential customers and educating these potential customers about the<br> technical capabilities and value of our platforms and services. As part of our sales efforts, we also provide our platforms to potential<br> customers at no or low cost initially to them for evaluation purposes through short-term pilot deployments of our platforms, and there<br> is no guarantee that we will be able to convert customers from these short-term pilot deployments to full revenue generating contracts.
●	Finance costs: We<br> have entered into several convertible debt that gets automatically converted into shares of the Company’s Convertible Preferred<br> Stock upon the closing of the Next Equity Financing as defined in “Note 9. Long-Term Debt” in the Condensed consolidated<br> interim financial statements. Provided that the amounts due have not been repaid by the Company by the Maturity Date, the convertible<br> notes would automatically convert to equity based upon on the occurrence of a specified equity round of funding or corporate transaction,<br> as defined in certain agreements. If we enter into a SPAC business combination agreement at any time while the convertible debt are<br> outstanding, then any portion of the aggregate outstanding amounts that are not redeemed or repaid in connection with the closing of<br> a SPAC transaction will convert into shares of our common stock.

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EmergingGrowth Company and Smaller Reporting Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a Company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Until the Company is considered to be an emerging growth company, the Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

SegmentReporting

We operate as one operating segment with a focus on data engineering, artificial intelligence consulting, and technical services. Our Chief Executive Officer (“CEO”), as our chief operating decision maker, manages and allocates resources to the operations of the Company on a consolidated basis. This enables our CEO to assess the overall level of available resources and determine how best to deploy these resources across service lines in line with our long-term company-wide strategic goals.

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Resultsof Operations

The period-to-period comparisons of our results of operations have been prepared using the historical periods included in our condensed consolidated interim financial statements. The following discussion should be read in conjunction with the condensed consolidated interim financial statements and related notes included elsewhere in this Current Report on Form 8-K. We have derived this data from our annual condensed consolidated financial statements included or incorporated by reference elsewhere in this Current Report on Form 8-K.

Sixmonth ended June 30, 2025, compared to six month ended June 30, 2024


(In thousands)			2024			Variance		% Variance

Revenue	3,987		$	4,368			)		(9	)%
Cost of revenue (1)	(1,692	)		(1,901	)				(11	)%
Gross profit	2,295			2,467			)		(7	)%
Operating expenses:
Selling and marketing (1)	641			1,085			)		(41	)%
General and administrative (1)	3,499			4,812			)		(27	)%
Research and development (1)	324			379			)		(15	)%
Total operating expenses	4,464			6,276			)		(29	)%
Loss from operations	(2,169	)		(3,809	)				(43	)%
Other (expense) income:
Interest expense	(139	)		(68	)		)		104	%
Loss on extinguishment of debt	(391	)		(601	)				(35	)%
Gain/(Loss) on change in fair value of convertible notes and warrant liability	(1,344	)		(1,992	)				(33	)%
Other (expense) income	4			(48	)				(108	)%
Total other expense, net	(1,870	)		(2,709	)				(31	)%
Loss before income taxes	(4,039	)		(6,518	)				(38	)%
Provision for income tax	-			-					0	%
Equity in earnings of investee, net of income tax position of 0 and 0, respectively	-			1					0	%
Net loss	(4,039	)	$	(6,517	)				(38	)%
Other comprehensive income (loss):
Change in foreign currency translation adjustment	-		$	1			)		(100	)%
Total comprehensive loss	(4,039	)	$	(6,516	)				(38	)%
Net loss per share - basic and diluted	(0.37	)	$	(0.63	)				(42	)%
Weighted-average common shares outstanding - basic and diluted	11,049,680			10,283,856					7	%

All values are in US Dollars.

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(1) Includes stock-based compensation expense as follows:

	Six month ended June 30,
	2025		2024
General and administrative		78		377
Cost of revenue		10		34
Selling and marketing		19		130
Research and development		11		103
Total stock-based compensation expense		118		644

Revenue – We derive the majority of our revenue by helping clients build AI solutions. We help clients build AI Solutions by providing our suite of products and services that solve their business problems. Clients may buy our products, services or combination of both products and services. Clients may buy AI Studio and AI Engines and may ask us to help them tune the model which will be part of the services. Clients may just buy AI Studio and not ask for any of our services. Clients may just also buy the services to set up a team and build a bespoke AI solution. The Company’s contracts for AI Solutions have different terms based on the scope and complexity of engagements; mix of products and services. Pricing for the majority of contracts are invoiced monthly on a time-and-materials basis, while some contracts have a fixed-fee or a milestone-based fee. Some contracts which are solely for AI Studio or AI Engines have a licensing fee-based invoices. The value derived from the services correspond to the labor hours expended, thus we measure the progress and recognizes revenue using an effort- based input method. We provide services to customers worldwide, with the majority of revenues being derived from contracts with customers located within the United States. We generate substantially all of our revenue by providing services to clients and the nature of services provided were homogenous in nature.

We provide services to customers worldwide, with the majority of revenues being derived from contracts with customers located within the United States. The table below presents the breakdown of our revenues, based on the customer’s location (in thousands).

****	Six month ended June 30,
	2025		2024
Customer locations
United States	$	3,723	$	4,264
Rest of the world		264		104
Total revenue	$	3,987	$	4,368

The table below presents the breakdown of our revenues, based on the type of services (in thousands).

	Six month ended June 30,
Service type	2025		2024
AI Solutions (Product and Services)	$	3,866	$	4,368
AI education services	$	121	$	-
Total revenue	$	3,987	$	4,368

(1) The revenue from the AI Solutions - Products is insignificant during the six month ended June 30, 2025 and 2024.

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Revenue for the six month ended June 30, 2025, reduced to $3.99 million as compared to $4.37 million for the six month ended June 30, 2024, due to AI Solutions (Products and Services). The decrease is mainly due to reduction in the scope of the project and resources of the contract entered into with the customers leading to a decrease of $0.40 million. Also, contracts amounting to $0.91 million were completed in the year 2024. This decrease is offset by new contracts with both new and existing customers wherein we entered into 8 new customer contracts amounting to $0.35 million and increase in scope with existing customer contracts amounting to $0.17 million.

Costof revenue – Cost of revenue primarily consists of consulting and payroll expenses that are assigned to building AI solutions.

Cost of revenue decreased by $0.21 million to $1.69 million for the six month ended June 30, 2025, compared to $1.90 million for the six month ended June 30, 2024. The decrease is mainly due to decrease in payroll cost wherein the number of engineers in the project-based clients were decreased from an average of 164 as of June 2024 to 90 in 2025. There was also a decrease of $0.02 million in Cost of Revenue related to stock-based compensation due to the completion of vesting for previously granted awards.

Grossprofit – Gross profit is calculated as revenue less total cost of revenue. Our gross profit in future periods will depend on a variety of factors, including market conditions that may impact our pricing, sales mix changes among our service agreements, and product mix changes between established services and new services.

Gross profit decreased by $0.17 million to $2.30 million for the six month ended June 30, 2025, compared to $2.47 million for the six month ended June 30, 2024, as a result of lower sales.

Sellingand marketing expenses – Selling and marketing expenses represent spending associated with promoting and selling of our services. These expenses comprise of personnel costs, travel and accommodation expenses, as well as advertising and consulting costs related to such activities.

Selling and marketing expenses for the six month ended June 30, 2025, decreased by $0.44 million to $0.64 million as compared to $1.09 million for the six month ended June 30, 2024. The decrease was due to decrease in payroll expenses for selling and marketing team of $0.26 million due to decrease in head count. There was also a decrease of $0.11 million in selling and marketing expense related to stock-based compensation due to the completion of vesting for previously granted awards.

Generaland administrative expenses – General and administrative expenses consist of expenses associated with general and administrative functions of the business such as the costs of salaries, IT infrastructure, bad debt, travel, legal and accounting services, insurance, rent, software and tools, meals, other professional services activities, and certain non-income taxes.

General and administrative expenses for the six month ended June 30, 2025, decreased by $1.31 million to $3.50 million as compared to $4.81 million for the six month ended June 30, 2024. This decrease was primarily due to a decrease in stock-based compensation of $0.30 million primarily due to the completion of vesting for previously granted awards. Additionally, there was a decrease in the headcount and the average cost of the consultants due to which the cost incurred for consulting has been reduced by $0.18 million as compared to June 30, 2024. Also, there was a reduction of $0.94 million in the professional charges, primarily due to a one-time consulting expense of $0.90 million that was incurred and expensed during 2024. These reductions were partially offset by increases in payroll expenses of $0.30 million and bad debt expenses of $0.14 million.

Researchand development expenses – Research and development expenses include costs associated with software product development, testing, quality assurance, documentation, enhancements and upgrades for existing customers under maintenance.

Research and development expenses for the six month ended June 30, 2025, decreased $0.06 million to $0.32 million as compared to $0.38 million for the six month ended June 30, 2024. The decrease was primarily due to stock-based compensation of $0.10 million due to the completion of vesting for previously granted awards. This was partially offset by increases in payroll expenses of $0.05 million.

Interestexpense – Interest expense represents interest payable on our borrowings including the debt discount that is being amortized, as well as debt financing and equity issuance costs that are amortized to interest expense.

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Interest expense increased by $0.07 million to $0.14 million for the six month ended June 30, 2025, from $0.07 million for the six month ended June 30, 2024. The increase was primarily due to a higher outstanding balance of promissory notes reflecting the issuance of a new promissory notes between the periods.

Losson extinguishment of debt – Loss on extinguishment of debt represents $ 0.1 million related to April 2024 Convertible Note, $ 0.1 million related to June 2024 Convertible Note and $ 0.2 million related to September 2024 Convertible Notes. Loss on extinguishment of debt are related to modification of the aforementioned loan on account of change in conversion price from $4.94 to $3.15 was accounted for under the substantial premium model in accordance with ASC 470, Debt where the excess above the fair value of these notes was recorded as loss on extinguishment of debt.

The maturity date for the April 2024 Convertible Notes were amended in April 2025 from April 5, 2025, to April 5, 2026. The Management evaluated the amendment in maturity date under the guidance in ASC 470-50 Debt - Modifications and Extinguishments, and it was concluded that the debt modification is not considered substantially different and therefore did not apply extinguishment accounting, rather it accounted for the modification on a prospective basis pursuant to ASC 470.

Loss on extinguishment of debt for six month ended June 30, 2024 represents the repayment of the 2023 Notes Agreement and the cancellation of the Founderpath agreement. In August 2023, we entered into a loan and security agreement with a lender (the “2023 Notes Agreement”) that will make available to us the loans in an aggregate principal amount of up to $4.0 million in three separate tranches. In January 2024, we repaid the entire aggregate outstanding principal on the 2023 Notes Payable along with an additional payment for interest, prepayment fees, and lender fees. These payments resulted in a loss, recorded in loss on extinguishment of debt. In August 2023, we agreed to pay Founderpath full payment and satisfaction of the remaining amount owed by us to Founderpath as of that date. Upon payment of this amount, all liens and security interests of Founderpath in any and all of the assets and properties were automatically released and terminated. Founderpath agreed to cancel the agreement with us.

Loss on extinguishment of debt for the six month ended June 30, 2025, was $0.39 million as compared to $0.60 million for the six month ended June 30, 2024. The $0.60 million is the loss on extinguishment of aforementioned 2023 Notes Payable.

Losson change in fair value – Loss on change in value represents the changes in fair value related to our convertible notes and warrant liability.

Gain/(Loss) on change in fair value for the six month ended June 30, 2025 was $(1.34) million as compared to ($1.99) million for the six month ended June 30, 2024, resulting in gain of $0.65 million. We qualified for and elected to account for the convertible notes under the fair value option and, in doing so, bypassed the analysis of potential embedded derivative features. As a result, the convertible notes were recorded at fair value upon issuance and recorded as gain and loss on change in fair value in the consolidated statements of operations and comprehensive loss, for the six month ended June 30, 2025 and June 30, 2024, respectively. This variance primarily reflects updated valuations as of June 30, 2025, compared to those as of December 31, 2024, due to a decrease in the company’s estimated marketable stock price under the deSPAC scenario from $7.48 as of December 31, 2024 to $5.88 as of June 30, 2025, which reduced the fair value of the related instruments. The Company’s management performed a quantitative assessment of Gain/(Loss) on change in fair value for this period, and in doing so, considered an independent fair valuation report obtained by management.

Other(expense) income – Other (expense) income consists of our proportional share of earnings and losses related to our equity method investment as well as impairment loss, penalties and settlements, and other miscellaneous expenses.

Other income for the six month ending June 30, 2025, was $0.004 million, compared to other expenses of $(0.048) million for the six month ended June 30, 2024, representing an increase of $0.052 million. In the previous period i.e, six months ended June 30, 2024, there was an one time expense relating to divided amounting to $0.041 which was netted off with other income in the current period.

Provisionfor income tax – Provision for income tax is accounted for using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In addition, deferred tax assets are recorded for all future benefits including, but not limited to, net operating losses, research and development credit carryforwards, and basis differences with certain assets and liabilities.

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Provision for income tax is Nil for the for the six month ended June 30, 2025 and six month ended June 30, 2024.

Netloss – Net loss for the six month ended June 30, 2025, was $3.10 million, compared to a net loss of $6.02 million for June 30, 2024. The change was the result of increase in profit on change in fair value of convertible notes and warrant liability, decrease in Selling and Marketing expense due to decrease in stock-based compensation due to the completion of vesting for previously granted awards, payroll expenses and decrease in Loss on extinguishment of debt.

YearEnded December 31, 2024 Compared to Year Ended December 31, 2023

(In , In thousands)			2023
Revenue	8,811			7,438			18	%
Cost of revenue (1)	(3,976	)		(3,199	)	)	24	%
Gross profit	4,835			4,239			14	%
Operating expenses:
Selling and marketing (1)	1,964			1,895			4	%
General and administrative (1)	10,333			7,025			47	%
Research and development (1)	732			604			21	%
Total operating expenses	13,029			9,524			37	%
Loss from operations	(8,194	)		(5,285	)	)	55	%
Interest expense	(234	)		(451	)		(48	)%
Loss on extinguishment of debt	(601	)		(143	)	)	320	%
Loss on extinguishment of payable	(70	)		—		)	100	%
Loss on change in fair value of convertible notes and warrant liability	(6,104	)		(611	)	)	899	%
Other (expense) income	(148	)		(261	)		(43	)%
Total other expense, net	(7,157	)		(1,466	)	)	388	%
Loss before income taxes	(15,351	)		(6,751	)	)	127	%
Provision for income tax	(31	)		(11	)	)	182	%
of 0 and 0, respectively	(1	)		—		)	100	%
Net loss	(15,383	)	$	(6,762	)	)	127	%
Change in foreign currency translation adjustment	57		$	(6	)		1050	%
Total comprehensive loss	(15,326	)	$	(6,768	)	)	126	%
Net loss per share - basic and diluted	(1.45	)	$	(0.73	)	)	98	%
Weighted-average common shares outstanding – basic and diluted	10,574,934			9,220,534			15	%

All values are in US Dollars.

(1) Includes stock-based compensation expense as follows:

	Year ended December 31,
	2024		2023
General and administrative	$	723	$	1,972
Cost of revenue		44		86
Selling and marketing		170		69
Research and development		130		27
Total stock-based compensation expense	$	1,067	$	2,154

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Revenue– We derive the majority of our revenue by helping clients build AI solutions. We help clients build AI Solutions by providing our suite of products and services that solve their business problems. Clients may buy our products, services or combination of both products and services. Clients may buy AI Studio and AI Engines and may ask us to help them tune the model which will be part of the services. Clients may just buy AI Studio and not ask for any of our services. Clients may just also buy the services to set up a team and build a bespoke AI solution. The Company’s contracts for AI Solutions have different terms based on the scope and complexity of engagements; mix of products and services. Pricing for the majority of contracts are invoiced monthly on a time-and-materials basis, while some contracts have a fixed-fee or a milestone-based fee. Some contracts which are solely for AI Studio or AI Engines have a licensing fee-based invoices. The value derived from the services correspond to the labor hours expended, thus we measure the progress and recognizes revenue using an effort- based input method. We provide services to customers worldwide, with the majority of revenues being derived from contracts with customers located within the United States. We generate substantially all of our revenue by providing services to clients and the nature of services provided were homogenous in nature.

	Year ended December 31,
	2024		2023
Customer locations
United States	$	8,544	$	7,165
Rest of the world		267		273
Total revenue	$	8,811	$	7,438

The table below presents the breakdown of our revenues, based on the type of services (in thousands).

	Year ended December 31,
	2024			2023
Service type
AI Solutions (Products and Services)	$	8,811	(1)	$	7,438	(1)
Total revenue	$	8,811		$	7,438

(2) The revenue from the AI Solutions - Products is insignificant during the year ended December 31, 2024 and 2023.

Revenue for the year ended December 31, 2024 increased by $1.4 million to $8.8 million as compared to 7.4 million for the year ended December 31, 2023, due to AI Solutions (Products and Services). During the years ended December 31, 2024 and December 31, 2023, the product revenues were insignificant. The period-on-period increase is due to revenue growth primarily driven by new contracts with both new and existing customers. $1.4 million of the increase was attributable to new customers, and $1.1 million was attributable to existing customers which was fully offset by $1.1 million of customers churned. We entered into 11 new customer contracts during the year ended December 31, 2024.

Costof revenue – Cost of revenue primarily consists of consulting and payroll expenses that are assigned to building AI solutions.

Cost of revenue increased by $0.8 million to $4.0 million for the year ended December 31, 2024, compared to $3.2 million for the year ended December 31, 2023. The increase was due to an increase in consulting cost due to new customer contracts as well as increased payroll costs attributable to headcount increase across all of our subsidiaries.

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Gross profit increased by $0.6 million to $4.8 million for the year ended December 31, 2024, compared to $4.2 million for the year ended December 31, 2023, as a result of higher sales.

Selling and marketing expenses for the year ended December 31, 2024 increased by $0.07 million to $1.96 million as compared to $1.89 million for the year ended December 31, 2023. The increase was due to an increase in advertising and commissions for the growth of our sales department. There was also an increase of $0.10 million in selling and marketing expense related to stock-based compensation. We expect our sales and marketing expenses to increase in absolute dollars as we hire additional sales and marketing personnel, expand our sales support infrastructure and invest in our brand and product awareness to further penetrate the United States and the international markets.

General and administrative expenses for the year ended December 31, 2024 increased $3.3 million to $10.3 million as compared to $7.0 million for the year ended December 31 2023. This increase was primarily due to costs incurred for advisory, legal and accounting services in the amount of $3.9 million as a result of the proposed merger and were included in general and administrative expenses in the consolidated statement operations and comprehensive loss as of December 31, 2024, Additionally, bad debt expense also increased by $0.4 million. This was partially offset by a decrease in overall employee entertainment spend due to cost cutting measures. There was also a decrease in stock-based compensation by $1.3 million. We expect to continue to incur additional general and administrative expenses as a result of preparing for the business combination and operating as a public company in the future, including expenses related to compliance with the rules and regulations of the SEC and the Nasdaq Stock Market, additional insurance costs, investor relations activities and other administrative and professional services. Thus, we expect general and administrative expenses to increase in absolute dollars in future periods.

Research and development expenses for the year ended December 31, 2024 increased $0.1 million to $0.7 million as compared to $0.6 million for the year ended December 31, 2024. The increase was due to additional personnel cost for product development, principally due to stock-based compensation. We expect our research and development expense to increase in absolute dollars as we continue to develop new products and enhance existing services and technologies.

Interestexpense – Interest expense represents interest payable on our borrowings including the debt discount that is being amortized, as well as debt financing and equity issuance costs that are amortized to interest expense.

Interest expense decreased to $0.2 million for the year ended December 31, 2024, from $0.5 million in 2023. The decrease was primarily due to the termination of the contract of Founder path accounted as secured borrowings in the year 2023 for which the amortization of the debt discount was completed in the year 2023. Hence, no interest expense was accounted in the current year leading to a decrease in the interest expense.

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Losson extinguishment of debt – Loss on extinguishment of debt represents the repayment of the 2023 Notes Agreement and the cancellation of the Founderpath agreement. In August 2023, we entered into a loan and security agreement with a lender (the “2023 Notes Agreement”) that will make available to us the loans in an aggregate principal amount of up to $4.0 million in three separate tranches. In January 2024, we repaid the entire aggregate outstanding principal on the 2023 Notes Payable along with an additional payment for interest, prepayment fees, and lender fees. These payments resulted in a loss, recorded in loss on extinguishment of debt. In August 2023, we agreed to pay Founderpath full payment and satisfaction of the remaining amount owed by us to Founderpath as of that date. Upon payment of this amount, all liens and security interests of Founderpath in any and all of the assets and properties were automatically released and terminated. Founderpath agreed to cancel the agreement with us.

Loss on extinguishment of debt for the year ended December 31, 2024 was $0.6 million as compared to $0.14 million for the year ended December 31, 2023. The $0.6 million is the loss on extinguishment of aforementioned 2023 Notes Payable.

Losson extinguishment of payable – In August 2024, we entered into a second agreement (the “Second Agreement”) with a vendor whereby we and the vendor acknowledged an outstanding accounts payable balance of $0.4 million owed to the vendor for services rendered. As we determined that the Second Amendment should be accounted for as an extinguishment, we calculated a loss on extinguishment equal to the reacquisition price of the new obligations under the Second Agreement less the net carrying amount of the initial obligation under the initial consulting agreement. The reacquisition price was equal to the fair value of the new obligations, which was determined to be $0.4 million, and the net carrying amount of the initial obligation was $0.4 million, which resulted in a loss on extinguishment of $0.07 million, which is recorded in loss on extinguishment of payable in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

Loss on extinguishment of payable for the year ended December 31, 2024, was $0.07 million represents the aforementioned Second Agreement transaction.

Losson change in fair value – Loss on change in value represents the changes in fair value related to our convertible notes and warrant liability.

Loss on change in fair value for the year ended December 31, 2024 was $6.1 million as compared to $0.6 million for the year ended December 31, 2023, for an increase of $5.5 million. We qualified for and elected to account for the convertible notes under the fair value option and, in doing so, bypassed the analysis of potential embedded derivative features. As a result, the convertible notes were recorded at fair value upon issuance and recorded as loss on change in fair value in the consolidated statements of operations and comprehensive loss, for the year ended December 31, 2024 and 2023, respectively. The increase in the loss on change in fair value was on account of new convertible notes issued during the year which were elected to be accounted at fair value. Also, the loss on change in fair value was mainly due to the change in fair value of January 2024 Convertible note and 2019 Convertible note

Other expense for the year ended December 31, 2024, was $0.2 million, compared to $0.3 million for the year ended December 31, 2023, representing a decrease of $0.1 million. The decrease was primarily due to the absence of significant miscellaneous expenses recorded in the previous year and lower tax-related charges. This was partially offset by foreign exchange gains other income and impairment loss recorded during the year December 31, 2024.

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Provision for income tax for the year ended December 31, 2024 has increased by $0.02 million compared to the year ended December 31, 2023.

Netloss – Net loss for the year ended December 31, 2024 was $15.4 million, compared to a net loss of $6.75 million for 2023. The change was the result of higher operating expenses due mostly to professional and legal services as well as an increase in loss on change in fair value of convertible notes and warrant liability.

Non-GAAPFinancial Measures

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We report certain key financial measures that are not required by, or presented in accordance with GAAP, and these non-GAAP financial measures should not be considered as an alternative to the information prepared in accordance with GAAP. In addition, the Company’s management reviews performance by focusing on several key performance indicators not prepared in conformity with GAAP. We believe these non-GAAP financial measures provide a useful measure of our operating results, a meaningful comparison with historical results and with the results of other companies, and insight into our ongoing operating performance. Further, we utilize these measures, in addition to GAAP measures, when evaluating and comparing our operating performance against internal financial forecasts and budgets.

However, there are several limitations related to the use of non-GAAP financial measures because it excludes significant expenses or credits that are required by GAAP to be included in our financial statements. In addition, other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial performance. Therefore, non-GAAP measures may not be directly comparable to similarly titled measures of other companies.

The Company defines adjusted earnings before interest, tax, depreciation and amortization (“EBITDA”) as net loss before interest expense, income tax expense (benefit), depreciation and amortization, as adjusted to exclude stock-based compensation, fair value changes, loss on extinguishment of debt and payable, and aborted IPO costs that consisted of direct and incremental costs, such as accounting, consulting, and legal fees, incurred in connection with the aborted IPO.

Non-GAAPReconciliations

We use the non-GAAP measures EBITDA and adjusted EBITDA to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections, and make strategic decisions. Also, we exclude depreciation and amortization, stock-based compensation and fair value changes, which are non-cash expenses, from these non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information regarding operational performance and provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team.

Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Further, these metrics have certain limitations, as they do not include the impact of certain expenses that are reflected in our consolidated statements of operations and comprehensive loss. Thus, our non-GAAP EBITDA and adjusted EBITDA should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP.

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We compensate for these limitations by providing reconciliations of these non-GAAP measures to the most comparable GAAP measures. We encourage investors and others to review our business, results of operations, and financial information in its entirety, not to rely on any single financial measure, and to view these non-GAAP measures in conjunction with the most directly comparable GAAP financial measures.

The reconciliation of our net loss to EBITDA and Adjusted EBITDA for the six month ended June 30, 2025, and June 30, 2024, is as follows:

	Six month ended June 30,
(In thousands)	2025		****	2024		****
Net loss	$	(4,039	)	$	(6,517	)
Interest expense		139			68
Provision for tax		-			-
Depreciation and amortization		92			82
EBITDA	$	(3,808	)	$	(6,367	)
Stock-based compensation		118			644
Fair value adjustments (1)		1,344			1,992
Extinguishment of debt		391			601
Adjusted EBITDA	$	(1,955	)	$	(3,129	)

(1) Represents change in fair value of convertible notes and warrant liability.

The reconciliation of our net loss to EBITDA and Adjusted EBITDA for the year ended December 31, 2024, and December 31, 2023, is as follows:

	Year<br> Ended December 31,
(In<br> thousands)	2024			2023
Net loss	$	(15,383	)	$	(6,762	)
Interest expense		234			451
Provision for tax		31			11
Depreciation<br> and amortization		179			109
EBITDA	$	(14,939	)	$	(6,191	)
Stock-based compensation		1,067			2,154
Fair value adjustments (1)		6,104			611
Extinguishment of payable		70			—
Extinguishment of debt		601			143
Aborted<br> IPO cost (2)		—			306
Adjusted<br> EBITDA	$	(7,097	)	$	(2,977	)

1. Represents change in fair value of convertible notes and warrant liability.

2. Represents professional service fees related to the proposed SPAC transaction in 2023.

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Liquidityand Capital Resources as of June 30, 2025

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditure. We formally evaluated our liquidity and cash position most recently in 2025 when preparing our 2025 interim financial statements.

The accompanying unaudited condensed consolidated interim financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

As of June 30, 2025, we had cash of approximately $0.47 million and a net working capital deficit of approximately $26.07 million. As of June 30, 2025, we had an accumulated deficit of approximately $37.32 million and a net loss of $3.10 million. As of December 31, 2024, we had cash of approximately $0.5 million and a net working capital deficit of approximately $16.18 million. As of December 31, 2024, we had an accumulated deficit of $34.22 million and a net loss of $15.38 million for the year ended December 31, 2024.

In January 2024, we repurchased an aggregate of 667,000 shares of common stock held by our Chief Executive Officer at a price of $4.352 per share, which was below the fair market value of the Company’s common stock price of $4.46 per share in January 2024 (the “Repurchase Consideration”), and as such did not result in stock- based compensation for the Company. Mr. Maskey applied $902.7 thousand of the Repurchase Consideration toward repayment of his 2023 Promissory Note to the Company. Upon repayment, the 2023 Promissory Note, along with any accrued interest, was settled, and the vested shares pledged under the 2023 Promissory Notes are now considered exercised. The repurchase was consummated to incentivize our CEO to enter into the January Related Party Pledge Agreement. See the sections herein entitled “Recent Developments – Repayment and Forgiveness of the Promissory Notes,” “Recent Developments – January 2024 Related Party Pledge Agreement,” and “Liquidity and Capital Resources as of December 31, 2024 – Financing Activities” for more information.

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Cashflows

InterimPeriod Cash Flows

The following table summarizes our cash flows for the periods presented

	Six month ended June 30,
(in thousands)	2025			2024
Net cash provided by (used in)
Operating activities		(149	)		(2,028	)
Investing activities		(60	)		(135	)
Financing activities		180			2,214
Effect of exchange rate changes on cash		-			-
Net increase (decrease) in cash		(29	)		50

OperatingActivities

Net cash used in operating activities during the six month ended June 30, 2025, decreased by $1.88 million, to $0.15 million from $2.03 million in the same period 2024. The decrease in operating cashflow is largely on account of decrease in net loss to $4.04 million for the six month ended June 30, 2025 from $6.52 million for the six month ended June 30, 2024 was primarily attributable to the change in fair value of convertible notes, decrease in Selling and marketing expense on account of stock-based compensation due to the completion of vesting for previously granted awards and increase in working capital changes to $1.80 million from $ 1.06 million. The $0.15 million net cash used in operating activities in 2025 was primarily related to (i) a net loss of $4.04 million, offset by; (ii) depreciation and amortization of $0.09 million; (iii) provision for credit losses of $0.06 million; (iv) stock-based compensation of $0.12 million; (v) amortization of right-of-use assets of $0.04 million; (vi) Loss on extinguishment of debt of $0.39 million; (vii) Changes in fair value of Convertible Notes at Fair Value of $ 1.44 million; (viii) Change in fair value of common stock warrant liability of $(0.10) million(ix) Accretion of cumulative mandatorily redeemable common and preferred stock liability of $0.05 million; (x)Working capital changes of $1.80 million.

Net cash used in operating activities for the six month ended June 30, 2024, was $2.03 million. This amount was primarily related to (i) a net loss of $6.52 million; offset by (ii) depreciation and amortization of $0.08 million; (iii) provision for credit losses of $ 0.09 million; (iv) stock-based compensation of $0.64 million; (v) equity method investment obtained in exchange for services of $0.07 million; (vi) Change in fair value of common stock warrant liability of $0.37 million (vii) Changes in fair value of Convertible Notes at Fair Value of $1.62 million; (viii) Amortization of right-of-use assets of $0.07 million; (ix) Loss on extinguishment of debt of $0.60 million (x) Accretion of cumulative mandatorily redeemable common and preferred stock liability of $0.04 million (xi) Equity method investment obtained in exchange for services of $(0.09) and (xi) working capital changes of $1.06 million.

InvestingActivities

Net cash used in investing activities during the six month ended June 30, 2025, was $0.06 million compared to $0.014 million during the six month ended June 30, 2024. The $0.06 million net cash used in investing activities in 2025 consisted of $0.05 million in costs capitalized for internally developed software and $0.01 million in purchases of property and equipment.

Net cash used in investing activities for the six month ended June 30, 2024, was $0.14 million and consisted of purchases of property and equipment of $0.048 million, disposal of property and equipment of $0.003 million, costs capitalized for internally developed software of $0.07 million and Payment made to Capital Creditors $0.02 million.

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FinancingActivities

Net cash provided by financing activities was $0.18 million in the six month ended June 30, 2025, compared to $2.21 million in June 2024, representing a decrease of $2.03 million over the respective periods. The decrease in cash flow from financing activities was primarily due to the absence of financing events in the current period that were present in the prior period (refer below for breakup of cash flow from financing activities in prior period). The $0.18 million net cash provided by financing activities for the six month ended June 30, 2025 consisted of proceeds from convertible notes payable of $0.18 million.

Net cash provided by financing activities for the six month ended June 30, 2024, was $2.21 million and consisted of proceeds from i) proceeds from notes payable of $7.26 million; (ii) payments of notes payable of $3 million; (iv) debt Extinguishment cost paid of $0.05 million; (iv) common stock repurchase of $2 million and (v) exercise of stock options of $0.01 million.

YearEnd Period Cash Flows

The following table summarizes our cash flows for the periods presented

	Year Ended<br> <br>December 31,
(in thousands)	2024			2023
Net cash provided by (used in)
Operating activities	$	(2,201	)	$	(2,474	)
Investing activities		(176	)		(294	)
Financing activities		2,612			2,138
Effect of exchange rate changes on cash		(1	)		(7	)
Net increase (decrease) in cash	$	234		$	(637	)

OperatingActivities

Net cash used in operating activities during the year ended December 31, 2024, decreased by $0.3 million, to $2.2 million from $2.5 million in the same period 2023. The decrease in operating cashflow is largely on account of the increase in net loss to $15.4 million in 2024 from $6.8 million in 2023 was primarily attributable to the change in fair value of convertible notes and increased payroll and consulting costs due to headcount growth to grow our customer base and support our business operations. The $2.2 million net cash used in operating activities in 2024 was primarily related to (i) a net loss of $15.4 million, offset by; (ii) depreciation and amortization of $0.2 million; (iii) provision for credit losses of $0.5 million; (iv) stock-based compensation of $1.1 million; (v) amortization of right-of-use assets of $0.1 million; (vi) changes in fair value of convertible notes and common stock warrant liability totaling $6.1 million ($5.6 million and $0.5 million, respectively); (vii) Accretion of cumulative mandatorily redeemable common and preferred stock liability of $0.1 million; (viii) Loss on extinguishment of debt and payable of $0.7 million ($0.6 million and $0.1 million, respectively) and (ix) Working capital changes of $4.4 million.

Net cash used in operating activities for the year ended December 31, 2023 was $2.5 million. This amount was primarily related to (i) a net loss of $6.8 million; offset by (ii) depreciation and amortization of $0.1 million; (iii) provision for credit losses of $0.1 million; (iv) amortization of right-of-use assets of $0.2 million; (v) loss on extinguishment of debt of $0.1 million; (vi) stock-based compensation of $2.2 million; (vii) changes in fair value of convertible notes of $0.6 million; (viii) accretion of cumulative mandatorily redeemable common and preferred stock liability of $0.1 million; and (ix) working capital changes of $0.9 million.

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InvestingActivities

Net cash used in investing activities during the year ended December 31, 2024 was $0.2 million compared to $0.3 million in 2023. The $0.1 million net cash used in investing activities in 2024 consisted of $0.1 million in costs capitalized for internally developed software and $0.02 million in purchases of property and equipment.

Net cash used in investing activities for the year ended December 31, 2023 was $0.3 million and consisted of purchases of property and equipment of $0.16 million, costs capitalized for internally developed software of $0.1 million, and advances paid for capital expenditure of $0.04 million.

FinancingActivities

Net cash provided by financing activities was $2.6 million in the year ended December 31, 2024 compared to $2.1 million in 2023, representing an increase of $0.5 million over the respective periods. This increase was primarily due to additional financing arrangements entered into during 2024. The $2.6 million net cash provided by financing activities in 2024 consisted of (i) proceeds from convertible notes at fair value of $6.5 million; (ii) proceeds from convertible notes payable of $0.5 million; (iii) proceeds from related party loan payable of $0.7 million, offset by (iv) payments on notes payable of $3.0 million; (v) common stock repurchase of $2.0 million; and partially offset by (vi) exercise of stock options and payment of deferred transaction costs.

Net cash provided by financing activities for the year ended December 31, 2023 was $2.1 million and consisted of proceeds from i) proceeds from loan payable of $2.9 million; (ii) proceeds from secured borrowing of $0.5 million; (iii) payments of secured borrowings of $1.0 million; (iv) net payments on related party of $0.2 million; and (v) payments of debt issuance costs to third parties of $0.1 million.

ContractualObligations and Commitments

Our contractual cash obligations as of June 30, 2025, are summarized in the table below:

(in thousands)	2025		2026		2027		2028		2029		Thereafter		Total
Debt	$	700	$	—	$	—	$	—	$	—	$	—	$	700
Interest		83		83		5				—		—		171
Mandatorily redeemable preferred and ordinary stock		—		—		1,433		—		—		—		1,433
Common Stock Contingent Obligation		409		—		—		—		—		—		409
Operating lease		80		166		174		183		193		450		1,246
Total	$	1,272	$	249	$	1,612	$	183	$	193	$	450	$	3,959

As further discussed in “Note 9. Long-Term Debt” to the notes to the consolidated financial statements contained elsewhere in this prospectus, the Company has an aggregate balance of $16.6 million in convertible notes with various maturity dates (“Maturity Date”). Provided that the amounts due have not been repaid by the Company by the Maturity Date, the convertible notes would automatically convert to equity based upon the occurrence of a specified equity round of funding or corporate transaction, as defined in certain agreements. As of the date of this prospectus, the Company has not repaid any of the convertible notes. See “Note 9. Long- Term Debt” for further discussion of our convertible notes and other long-term- Debt.

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DebtFinancing Arrangements

On October 15, 2019, we entered into a convertible promissory note agreement with a lender and issued a convertible promissory note for a principal amount of $2.0 million (the “2019 Convertible Note Agreement”). On September 7, 2021 a second convertible promissory note was issued to the same lender for a principal amount of $0.5 million (the “2021 Convertible Note Agreement”), collectively with the 2019 Convertible Note Agreement referred to as the “Convertible Notes Agreements”. On December 22, 2022, the Convertible Notes Agreements were amended (the “2022 Amended Convertible Notes Agreements”) to extend the maturity date to December 23, 2023, increase the interest rate to 15% for the period from December 22, 2022 to December 22, 2023, adding a prepayment option, amending one of the conversion scenarios, and amending the definition of a next equity financing to require a sale of equity securities to result in gross proceeds of $7.5 million (the “Next Equity Financing”). The 2022 Amended Convertible Notes Agreements also added a partial payment of the interest accrued and outstanding on the note of $0.4 million due no later than March 22, 2023. Failure to pay by the payment deadline obligated the Company to pay interest at a rate of twenty percent (20%) per annum, compounded quarterly, on the outstanding $0.4 million. On December 20, 2023, the 2022 Amended Convertible Notes Agreements were amended again (the “2023 Amended Convertible Notes Agreements”), extending the maturity date of both notes to January 22, 2024. In January 2024, these convertible notes were amended again (the “2024 Amended Convertible Notes Agreements”), extending the maturity date to January 2025. The amendment also added a provision surrounding conversion in the case we complete the business combination mentioned above. On January 31, 2025, the company entered into an amendment agreement of the convertible note payable pursuant to which the maturity date was revised to February 28, 2026. The 2021, 2022, 2023 and 2025 amendments were accounted for as debt modifications, prospectively, with any change in fair value from the new terms incorporated into future valuations. The 2024 amendment is accounted for as an extinguishment of debt.

On August 24, 2023, we entered into a loan and security agreement with a lender (the “2023 Notes Agreement”) that will make available to us loans in an aggregate principal amount of up to $4.0 million in three separate tranches. On that day, we withdrew $3.0 million (the “First Tranche”). We additionally had the opportunity to request, subject to the terms of the 2023 Notes Agreement, an additional tranche of $0.5 million on or before March 31, 2024 (the “Second Tranche”) and a third tranche of $0.5 million on or before June 30, 2024 (the “Third Tranche”) (the First Tranche, Second Tranche and Third Tranche are collectively referred to as the “2023 Notes”). The 2023 Notes bear interest at a rate of 13.25% per annum, compounded annually, payable at maturity. The 2023 Notes are secured by substantially all of our assets. The 2023 Notes mature on August 24, 2027. In January 2024, we repaid the entire aggregate outstanding principal on the 2023 Notes Payable in the amount of $3.0 million along with an additional payment of $0.1 million for interest, prepayment fees, and lender fees. These payments resulted in a 0.6 million loss, recorded in loss on extinguishment of debt, in the consolidated statements of operations and comprehensive loss.

In connection with the 2023 Notes Agreement, we issued to the lender common stock warrants (the “Common Stock Warrants”) to purchase up to 140,133 shares of the Company’s common stock, exercisable immediately, with an exercise price of $0.46 per share with a contractual term of 10 years. As of December 31, 2023, the fair value and carrying amount of the Common Stock Warrant Liability was $0.4 million.

During the year ended December 31, 2023, we entered into a line of credit with JPMorgan Chase Bank, N.A. for a principal amount of $0.2 million. The terms of the agreement were five years with an annual interest rate of 2%. During August 2023, the line of credit including principal and interest expense of $2.0 thousand was repaid through the 2023 Notes Payable.

During the year ended December 31, 2023, we entered into a short-term loan agreement of $0.3 million. The terms of the loan was 3 months with an annual interest rate of 13.25%. During August 2023, the short-term loan was repaid through the 2023 Notes Payable.

In January 2024, we entered into two convertible promissory note agreements (the “January 2024 Convertible Notes Agreements”) with a lender for the principal amounts of $2.0 million (“January 2024 Convertible Note A”) and $4.5 million (“January 2024 Convertible Note B”), respectively, payable at maturity (the “January 2024 Convertible Notes”). The January 2024 Convertible Notes mature in January 2025.

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In April 2024, we entered into a convertible note agreement (the “April 2024 Convertible Note Agreement”) with a lender for the aggregate principal amount of $0.1 million and is convertible to common stock (the “April 2024 Convertible Note”). The April 2024 Convertible Promissory Note matures in April 2025. Upon the conversion of the April 2024 Convertible Note to common stock, we shall issue the holder a warrant to purchase 7,500 shares of common stock of CSLM with a per share exercise price of $11.50.

In June 2024, we entered into a convertible note agreement (the “June 2024 Convertible Note Agreement”) with a lender for the principal amount of $0.1 million and is convertible to common stock (the “June 2024 Convertible Note”). The June 2024 Convertible Promissory Note matures in June 2025. Upon the conversion of the June 2024 Convertible Note to common stock of CSLM, we shall issue the holder a warrant to purchase 7,500 shares of common stock with a per share exercise price of $11.50.

In September 2024, we entered into two convertible note agreements (the “September 2024 Convertible Notes Agreements”) with two lenders, each for the principal amount of $0.1 thousand (the “September 2024 Convertible Notes”). The 2024 September Convertible Notes mature in September 2026. Upon the conversion of the September 2024 Convertible Notes to common stock, we shall issue the holders each a warrant to purchase 7,500 shares of common stock with a per share exercise price of $11.50.

During 2024, we have entered into seven separate promissory notes with the CEO for aggregate principal amount of $0.7 million.

On February 24, 2025, the Company entered into a convertible promissory note amounting to $180,000 with an interest rate of 4.71% and maturity date of February 19, 2028. Upon closing of the merger agreement, the Note shall automatically convert into the number of shares of Common Stock equal to the then outstanding Obligations under the note divided by the applicable Conversion Price i.e., $3.15.

There are also modifications to the terms of existing promissory notes. Refer to the section entitled ‘Recent Developments’ for details.

Equity financing, if obtained, could result in dilution to our then-existing stockholders and/or require such stockholders to waive certain rights and preferences. If such financing is not available on satisfactory terms, or is not available at all, we may be required to delay, scale back, or eliminate the development of business opportunities and our operations and financial condition may be materially adversely affected.

Off-BalanceSheet Arrangements

We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

RelatedParty Transactions

Refer to Note 18, “Related Parties” of the condensed consolidated financial statements contained elsewhere in this prospectus, for disclosure of our related party transactions.

CriticalAccounting Policies and Estimates

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results could differ materially from those estimates due to risks and uncertainties, including uncertainty in the current economic environment. To the extent that there are material differences between these estimates and our actual results, our future condensed consolidated financial statements will be affected.

The critical accounting estimates, assumptions, and judgments that have the most significant impact on our condensed consolidated financial statements are described below. For further information on significant accounting policies, see “Note 2, Summary of Significant Accounting Policies” of our audited condensed consolidated financial statements included herein.

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RevenueRecognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when (or as) customers obtain control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company applies the provisions of ASC 606 to an arrangement when a substantive contract exists and collectability is probable.

The Company derives the majority of its revenue from AI Solutions (Products and Services) that largely represents the professional services Fusemachines provides to its customers to help them achieve any AI-related goals within their organization. Standard contractual arrangements are governed by Master Services Agreements (“MSAs”), which set out general terms including payment, termination rights, and intellectual property ownership. Detailed scope, pricing, and performance obligations are defined in Statements of Work (“SOWs”), which are executed for each engagement or project phase. The Company’s contracts for AI Services have different terms based on the scope and complexity of engagements; pricing for the majority of contracts are invoiced monthly on a time-and-materials basis. The Company notes that its contracts meet the requirements for over-time revenue recognition, as the customer is simultaneously receiving the benefits and able to consume the benefits of the services being provided. For professional services that are distinct and billed on a time-and-materials basis, revenue is generally recognized as the services are provided, which is reflective of the transfer of the services to the customer. The Company elected the “right to invoice” practical expedient based on the Company’s right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date.

In addition to time-and-materials arrangements, the Company also enters into milestone-based or fixed-fee contracts. For these contracts, revenue is recognized over time using an input method (e.g., labor hours incurred relative to total expected hours) that faithfully depicts performance. If a contract does not meet the criteria for over-time recognition, revenue is recognized at the point in time when control transfers to the customer. During the six month ended June 30, 2025, and June 30, 2024, the revenues from milestone based or fixed fee contracts were insignificant.

Company’s AI Solutions includes product revenues primarily comprising software license fees from sales of term-based license contracts, under which we grant customers the license right to use the software for a specified period (i.e. when the customer can access, use, and benefit from the software license). Term software licenses are satisfied at a point in time and associated revenue is recognized upon the later of 1) delivery of the software, or 2) the beginning of the period in which the customer has received the license right to use the software. For customer contracts that include software license fees, implementation and/or other consulting services, the portion of the transaction price allocated to software licenses is generally recognized when delivered. Implementation, customization, or model tuning services if applicable, when included, are evaluated as separate performance obligations when they are distinct from the software and not highly interdependent. These services are generally satisfied over time as the work progresses. During the six month ended June 30, 2025, and June 30, 2024, the product revenues were insignificant.

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For most contracts, the Company uses a Master Services Agreements (“MSA”) to govern the overall relevant terms and conditions of the business agreement, and a Statement of Work (“SOW”) to specify the services delivered and the associated prices. Performance obligations specific to each individual contract are defined within the terms of each SOW. Each performance obligation is identified based on the services that will be transferred to our customer that are both capable of being distinct and are distinct within the context of the contract. The transaction price is determined based on the consideration to which the Company will be entitled and expect to receive in exchange for transferring services to the customer.

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IncomeTaxes

The provision for income taxes includes federal, state, local and foreign taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the condensed consolidated financial statements carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. Changes to enacted tax rates would result in either increases or decreases in the provision for income taxes in the period of changes.

The realizability of deferred tax assets is primarily dependent on future earnings. The Company evaluates the realizability of deferred tax assets and recognizes a valuation allowance when it is more likely than not that all, or a portion of, deferred tax assets will not be realized. A reduction in estimated forecasted results may require that we record valuation allowances against deferred tax assets. Once a valuation allowance has been established, it will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets will be realized. A pattern of sustained profitability will generally be considered as sufficient positive evidence to reverse a valuation allowance. If the allowance is reversed in a future period, the income tax provision will be correspondingly reduced. Accordingly, the increase and decrease of valuation allowances could have a significant negative or positive impact on future earnings.

The United States subjects corporations to taxes on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The Company elected to provide for the tax expense related to GILTI in the year the tax is incurred.

Stock-BasedCompensation

The Company records stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). This standard requires all equity-based payments to employees and non-employees, including grants of employee stock options and restricted stock awards, to be recognized in the consolidated statements of operations and comprehensive loss based on the grant date fair value of the award. The stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally the period from the accounting grant date to the end of the vesting period. The Company elected to account for forfeitures of awards as they occur.

Since the adoption of ASU 2018-07, Improvements to Nonemployee Stock-Based Payment Accounting, the measurement date for non-employee awards is the date of grant, and stock-based compensation costs are recognized in the same period and in the same manner as if the entity had paid cash for the goods or services. Stock-based compensation expense is classified as general & administrative, cost of services, selling & marketing and research & development expenses in the consolidated statements of operations and comprehensive loss.

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Because the Company is privately held and there is no public market for its stock, the fair value of the Company’s equity is approved by the Company’s board of directors thereof as of the date stock-based awards are granted. In estimating the fair value of its stock, the Company uses a third-party valuation specialist and considers factors it believes are material to the valuation process, including but not limited to, the price at which recent equity was issued by the Company to independent third parties or transacted between third parties, any indications of value from offers to acquire the Company, actual and projected financial results, risks, prospects, economic and market conditions, and estimates of weighted average cost of capital. The Company believes the combination of these factors provides an appropriate estimate of the expected fair value of the Company and reflects the best estimate of the fair value of the Company’s common stock at each grant date.

RecentAccounting Pronouncements

For further information on recent accounting pronouncements, see “Note 2, Summary of Significant Accounting Policies” of our audited condensed consolidated financial statements included herein.

Quantitativeand Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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