UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-42909

FUSEMACHINES INC.

(Exact name of registrant as specified in its charter)

Delaware

98-1602789

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

251 West 30th Street, 5th Floor

New York. New York 10001

(Address of principal executive offices and zip code)

(347) 212-5075

(Registrant’s telephone number, including area code)

CSLM Holdings Inc.

2400 E. Commercial Boulevard – Suite 900

Fort Lauderdale, Florida 33308

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 26, 2025, the registrant had no shares of voting common stock outstanding.

EXPLANATORY NOTE

As previously announced, on January 22, 2024, CSLM Acquisition Corp., a Cayman Islands exempted company (“CSLM”), entered into a merger agreement as amended on August 27, 2024, by and among CSLM, CSLM Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CSLM (“Merger Sub”), Fusemachines Inc., a Delaware company (“ Old Fusemachines”), and CSLM Holdings, Inc., a Delaware corporation (“CSLM Holdings”) (as amended, the “Business Combination Agreement”) to effect the business combination (the “Business Combination”). On October 22, 2025, CSLM consummated the Business Combination. In connection with the consummation of the Business Combination, CSLM merged with and into CSLM Holdings, Merger Sub merged with and into Old Fusemachines, CSLM Holdings changed its name to “Fusemachines Inc.” and Old Fusemachines changed its name to “Fusemachines USA, Inc.” Unless stated otherwise, this report contains information about CSLM before the Business Combination. References to “the Company” in this report refer to CSLM before the consummation of the Business Combination and references to “New Fusemachines” in this report refer to Fusemachines Inc. after the Business Combination.

CSLM ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION		1

Item 1.	Interim Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	1

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited)	2

	Condensed Consolidated Statements of Changes in Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

PART II — OTHER INFORMATION		31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use Of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

SIGNATURES		33

PART I — FINANCIAL INFORMATION

Item 1. Interim Financial Statements

CSLM ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025 (unaudited)			December 31, 2024
Assets:
Current assets:
Cash	$	9,284		$	83,227
Prepaid expenses		21,484			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 September 30, 2025 and December 31, 2024, respectively		—			—
Marketable securities held in trust account		12,289,337			16,053,202
Total current assets		12,352,651			16,174,948
Total Assets	$	12,352,651		$	16,174,948
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	351,472		$	330,180
Accrued expenses		1,941,000			968,615
Promissory note – related party		3,665,000			2,750,000
Accrued interest – related party		242,207			129,630
Forward purchase agreement prepayment payable		11,005,073			—
Forward purchase agreement liability		18,842,073			—
Share redemptions payable		1,222,631			—
Deferred underwriting commissions		6,641,250			6,641,250
Total current liabilities		43,910,706			10,819,675
Total Liabilities		43,910,706			10,819,675
Commitments and Contingencies (Note 7)		-			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 901,955 and 1,372,687 shares subject to redemption as of September 30, 2025 and December 31, 2024, respectively		11,066,706			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 901,955 and 1,372,687 shares subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively		474			474
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1 share issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		0			0
Common stock value		0			0
Share subscription receivable		(11,005,073	)		—
Additional paid-in capital		1,262,193			—
Accumulated deficit		(32,882,355	)		(10,698,403	)
Total Shareholders’ Deficit		(42,624,761	)		(10,697,929	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	12,352,651		$	16,174,948

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

CSLM ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	2025			2024			2025			2024
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Insurance expense	$	45,000		$	50,072		$	135,522		$	164,185
Dues and subscriptions		130,793			73,370			199,785			140,971
Administrative expenses – related party		30,000			30,000			90,000			90,000
Legal and accounting expenses		884,768			432,298			1,376,774			946,736
Interest, general and administrative expenses		42,098			27,287			112,606			69,615
Operating expenses		1,132,659			613,027			1,914,687			1,411,507
Loss from operations		(1,132,659	)		(613,027	)		(1,914,687	)		(1,411,507	)
Other (loss) income:
Loss on extinguishment of debt		—			—			(1,822,844	)		—
Financing expense		(17,573,073	)		—			(17,573,073	)		—
Change in fair value of forward purchase agreement liability		(1,269,000	)		—			(1,269,000	)		—
Dividends on marketable securities held in Trust Account		134,827			480,118			473,930			1,849,140
Covenant fees		—			210,000			—			435,000
Credit losses		—			(210,000	)		—			(435,000	)
Total other income (loss), net		(18,707,246	)		480,118			(20,190,987	)		1,849,140
Net (loss) income	$	(19,839,905	)	$	(132,909	)	$	(22,105,674	)	$	437,633
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		983,565			3,220,241			1,241,554			4,251,096
Basic and diluted net (loss) income per share, Class A ordinary shares stock subject to redemption	$	(3.29	)	$	0.10		$	(3.23	)	$	0.36
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	$	(3.50	)	$	(0.10	)	$	(3.82	)	$	(0.23	)
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	$	(3.50	)	$	(0.10	)	$	(3.82	)	$	(0.23	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

CSLM ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CLASS A ORDINARY SHARES

SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

(unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

	Shares			Amount			Shares		Amount		Shares		Amount		Receivable			Capital			Deficit			Deficit
	Class A Temporary Equity						Class A Ordinary Shares				Class B Ordinary Shares				Share Subscription			Additional Paid-in			Accumulated			Shareholders’
	Shares			Amount			Shares		Amount		Shares		Amount		Receivable			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	)
Forward purchase agreement		—			—			—		—		—		—		(11,005,073	)		—			—			(11,005,073	)
Redemption of Class A ordinary shares		(470,732	)		(5,715,425	)		—		—		—		—		—			—			—			—
Sponsor waiver of administrative services fees		—			—			—		—		—		—		—			30,000			—			30,000
Remeasurement of Class A ordinary shares subject to redemption		—			209,827			—		—		—		—		—			(209,827	)		—			(209,827	)
Net loss		—			—			—		—		—		—		—			—			(19,839,905	)		(19,839,905	)
Balance as of September 30, 2025 (unaudited)		901,955		$	11,066,706			4,743,749	$	474		1	$	0	$	(11,005,073	)	$	1,262,193		$	(32,882,355	)	$	(42,624,761	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

	Class A Temporary Equity						Class A Ordinary Shares				Class B Ordinary Shares				Share Subscription		Additional Paid-in			Accumulated			Shareholders’
	Shares			Amount			Shares		Receivable		Shares		Amount		Receivable		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	)
Balance		4,772,187			53,765,940			4,743,749		474		1		0		—		—			(9,476,691	)		(9,476,217	)
Redemption of Class A ordinary shares		(3,399,500	)		(38,596,223	)		—		—		—		—		—		—			—			—
Sponsor waiver of administrative services fees		—			—			—		—		—		—		—		30,000			—			30,000
Remeasurement of Class A ordinary shares subject to redemption		—			610,118			—		—		—		—		—		(30,000	)		(580,118	)		(610,118	)
Net loss		—

SEC Form 10-Q filed by Fusemachines Inc.