424B3 1 form424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-292318

Prospectus Supplement No. 1

(to Prospectus dated February 9, 2026)

Primary Offering of

Up to 9,487,500 Shares of Common Stock

Secondary Offering of

Up to 26,548,715 Shares of Common Stock

Fusemachines Inc.

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 9, 2026 (the “Prospectus”), related to (i) the issuance by us of up to 9,487,500 shares of common stock, par value $0.0001 per share (“Common Stock”) of Fusemachines Inc., a Delaware corporation (the “Company”, “we”, “us”, or “Fusemachines”), to be issued upon the exercise of 9,487,500 public warrants, each of which entitle their holders to purchase shares of Common Stock at an exercise price of $11.50 per share and (ii) the resale from time to time by the selling stockholders named in this prospectus or their permitted transferees (the “Selling Stockholders”) of up to 26,548,715 shares of Common Stock, including 6,201,531 shares of Common Stock issuable upon the exercise of private placement warrants.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

The Common Stock and public warrants are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “FUSE” and “FUSEW”, respectively. On August 3, 2026, the last reported sales price of Common Stock was $1.33 per share and the last reported sales price of our Public Warrants was $0.0770 per warrant.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 8 of the Prospectus and in any applicable prospectus supplement to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 4, 2026

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 March 31, 2026

☐ 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)

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 May 14, 2026, the registrant had 28,939,240 shares of voting common stock outstanding.

Fusemachines Inc.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Interim Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	1

	Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025 (unaudited)	2

	Condensed Consolidated Interim Statements of Stockholders’ Deficit	3

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	42

PART II - OTHER INFORMATION		44

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 2.	Unregistered Sales of Equity Securities and Use Of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

SIGNATURES		49

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on our management’s current beliefs and assumptions and on information currently available to our management, and are contained principally in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “best in class,” “could,” “seeks,” “estimates,” “expects,” “first-in-class,” “focused,” “goal,” “intends,” “may,” “objective,” “opportunity,” “pipeline,” “plans,” “potential,” “predicts,” “projects,” “pursuing,” “should,” “target,” “treatment option,” “will,” “would,” “might,” “can,” “continue” or similar expressions and the negatives of those terms.

These forward-looking statements include, among other things, statements about:

	●	our ability to effectively operate our business segments;

	●	our ability to manage our research, development, expansion, growth and operating expenses;

	●	our ability to evaluate and measure our business, prospects and performance metrics;

	●	our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry;

	●	our ability to respond and adapt to changes in technology and customer behavior;

	●	our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and

	●	other factors (including the risks contained in the section of this Quarterly Report on Form 10-Q entitled “Risk Factors”) relating to our industry, our operations and results of operations.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Fusemachines Inc. and Subsidiaries

Condensed Consolidated Interim Balance Sheets

(all amounts in USD, in thousands, except number of shares and per share data)

	March 31, 2026			December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents		1,774			4,221
Accounts receivable, current, net		1,242			1,264
Unbilled revenue		71			16
Prepaid expenses and other current assets		650			753
Total current assets		3,737			6,254
Property and equipment, net		292			305
Intangible assets, net		210			206
Deferred tax assets		11			11
Operating lease right-of-use assets		683			744
Other assets		11			16
Total assets		4,944			7,536
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable		4,797			5,012
Accrued expenses and other current liabilities		4,677			4,618
Related party loan payable, current		300			300
Operating lease liability, current		84			85
Forward purchase derivative liability		8,104			9,692
Short term debt		168			342
Total current liabilities		18,130			20,049
Accounts payable non-current		78			143
Warrant liability		62			121
Cumulative mandatorily redeemable common and preferred stock liability		1,018			1,048
Operating lease liability		689			751
Total liabilities		19,977			22,112
Commitments and Contingencies (Note 12)					-
Stockholders’ deficit:
Convertible preferred stock ($0.0001 par value, 5,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; Nil shares issued as of March 31, 2026 and December 31, 2025, respectively ; Nil shares outstanding as of March 31, 2026 and December 31, 2025)		-			-
Common stock ($0.0001 par value, 500,000,000 shares authorized as of March 31,2026 and December 31, 2025; 28,939,240 shares and 28,938,266 shares issued and outstanding as of March 31,2026 and December 31, 2025 respectively)		3			3
Additional paid in capital		31,801			31,311
Share subscription receivable		(11,005	)		(11,005	)
Accumulated deficit		(36,101	)		(35,145	)
Accumulated other comprehensive income		269			260
Total stockholders’ deficit		(15,033	)		(14,576	)
Total liabilities and stockholders’ deficit		4,944			7,536

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Fusemachines Inc. and Subsidiaries

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

(all amounts in USD, in thousands, except number of shares and per share data)

	2026			2025
	Three months ended March 31,
	2026			2025
	(Unaudited)
Revenue		1,879			1,954
Cost of revenue		(931	)		(864	)
Gross Profit		948			1,090
Operating expenses:
Selling and marketing		412			308
General and administrative		3,273			1,933
Research and development		298			165
Total operating expenses		3,983			2,406
Loss from operations		(3,035	)		(1,316	)
Other (expense) income:
Interest expense		(54	)		(66	)
Loss on extinguishment of convertible notes payable		-			(391	)
Gain on extinguishment of payable		498
Gain on change in fair value of convertible notes and warrant liability		60			1,516
Gain on change in fair value of forward purchase derivative liability		1,588			-
Other (expense) income		75			4
Total other expense/(income), net		2,167			1,063
Loss before income taxes and equity in earnings of investee		(868	)		(253	)
Provision for income tax		(4	)		-
Net loss		(872	)		(253	)
Deemed dividend related to Shortfall Warrants modification		(84	)		-
Net loss attributable to common stakeholders (i)		(956	)		(253	)

Weighted-average common shares outstanding - basic and diluted (ii)		28,938,764			7,270,965
Net Loss per common share - basic and diluted (i)/(ii)		(0.03	)		(0.03	)

Comprehensive income (loss)
Net loss		(872	)		(253	)
Change in foreign currency translation adjustment		9			-
Total comprehensive loss		(863	)		(253	)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Fusemachines Inc. and Subsidiaries

Condensed Consolidated Interim Statements of Stockholders’ Deficit

(all amounts in USD, in thousands, except number of shares and per share data)

	Shares		Amount*		Shares			Amount*		Amount			Shares		Amount*		Amount			Amount			Amount		Amount
	Convertible preferred stock*				Common stock *					Additional paid-in capital			Treasury stock*				Share Subscription Receivable			Accumulated deficit			Accumulated other comprehensive Income		Total stockholders’ deficit
	Shares		Amount		Shares			Amount		Amount			Shares		Amount		Amount			Amount			Amount		Amount
Balance at December 31, 2025		-		-		28,938,266		$	3		31,311			-	$	-	$	(11,005	)	$	(35,145	)		260		(14,576	)
Stock-based compensation		-		-		-			-		406			-		-		-			-			-		406
Net loss		-		-		-			-		-			-		-		-			(872	)		-		(872	)
Issuance of common stock upon cashless exercise of stock option		-		-		1,715			-		1			-		-		-			-			-		1
Shares withheld related to cashless exercise						(741	)		-		(1	)		-		-		-			-			-		(1	)
Deemed dividend related to Shortfall Warrants modification (refer note 16)		-		-		-			-		84			-		-		-			(84	)		-		-
Foreign currency translation		-		-		-			-		-			-		-		-			-			9		9
Balance at March 31, 2026 (unaudited)		-		-		28,939,240			3		31,801			-		-		(11,005	)		(36,101	)		269		(15,033	)

	Convertible preferred stock *					Common stock *						Additional paid-in capital		Treasury stock *						Share Subscription Receivable		Accumulated deficit			Accumulated other comprehensive Income		Total stockholders’ deficit
	Shares			Amount		Shares			Amount			Amount		Shares			Amount			Amount		Amount			Amount		Amount
Balance at December 31, 2024		9,043,234		$	7,865		11,039,388		$	2			4,698		667,000			(2,903	)	$	-	$	(34,217	)		250	$	(24,305	)
Retroactive application of recapitalization		(3,092,561	)		-		(3,775,196	)		(1	)		1		(228,097	)