- Transaction values Fusemachines at an equity valuation
of $200 million
- Business combination expected to close by the end of Q2
2024
- Resulting funding and capital markets access to bolster the
11-year-old company's Enterprise AI Products and Solutions
offerings, accelerate growth and global expansion
NEW
YORK, Jan. 23, 2024 /PRNewswire/
-- Fusemachines Inc., a leading provider of enterprise AI
products and solutions and CSLM Acquisition Corp.(NASDAQ: CSLM), a
special purpose acquisition company, announced today the signing of
a definitive agreement for a business combination that is expected
to result in Fusemachines becoming a public company. Upon the
closing of the transaction, subject to approvals by CSLM's
stockholders and Fusemachines stockholders and other customary
closing conditions, the combined company is expected to list on
Nasdaq under the ticker symbol "FUSE". The business
combination, valuing the combined company at $200 million, is expected to be completed by the
end of Q2 2024.
Founded in 2013 by Dr. Sameer Maskey PhD, Fusemachines has been
at the forefront of the Enterprise AI revolution for more than a
decade. Dr. Maskey, an adjunct Associate Professor at Columbia University, has been at the leading edge
of AI research from his time working on the IBM Watson Research
Center. Fusemachines enables enterprises to address complex
challenges that they face across industries by leveraging
cutting-edge technologies to develop products and solutions. With
products such as AI Studio and AI Engines along with a global AI
talent pool cultivated through the flagship AI Fellowship programs,
the organization is uniquely positioned to help customers build
industry specific and problem specific AI Solutions with high ROI.
Fusemachines customers such as TIME and OTG have relied on
Fusemachines for many years.
"Being listed on NASDAQ is a pivotal milestone for us and a
historical one for any company of Nepalese origin," said
Sameer Maskey, Chief Executive
Officer and Founder of Fusemachines. "Our business combination with
CSLM positions us to strategically lead the way in shaping the
future of democratizing AI and leaving a lasting impact across
industries. The additional capital and financial flexibility from
this transaction will empower improved products and fuel growth and
expansion."
Charles Cassel, Chief
Executive Officer and Chief Financial Officer of CSLM said, "We
have been methodically searching to identify a long-term,
co-investment opportunity for our affiliates, and we are very
excited to be partnering with Fusemachines. With significant
operations in Nepal, their cutting
edge development of AI engines and solutions for US and developed
market enterprise clients is precisely the profile that we believe
embodies the impact that investors can make and profit from in high
growth opportunities available in Frontier and Emerging
Markets."
The transaction, which has been unanimously approved by the
boards of directors of Fusemachines and CSLM, is subject to
approval by Fusemachines' and CSLM's stockholders and subject to
other customary closing conditions, including the receipt of
certain regulatory approvals. In connection with the
transaction, CSLM affiliates have committed to invest up to
$19.44 million in a mix of new PIPE
financing in CSLM and pre-closing financing in Fusemachines that
will cover Fusemachines' working capital needs. CSLM and
Fusemachines will entertain additional PIPE financing offers on
selective strategic criteria.
Additional information regarding the proposed business
combination, including a copy of the business combination agreement
and other relevant materials, will be provided by CSLM on a Current
Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the "SEC") and in the Investor Relations section of our
website http://www.fusemachines.com.
About Fusemachines
Founded in 2013, Fusemachines is a global provider of enterprise
AI products and solutions 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. Under the leadership
of chief executive officer and founder, Dr. Sameer Maskey, PhD, Adjunct Associate Professor
at Columbia University, 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. Fusemachines is headquartered in New York with operations across Asia, Canada,
USA and Latin America.
About CSLM Acquisition Corp.
CSLM Acquisition Corp. is a Special Purpose Acquisition Company
commonly known as a blank-check company formed to effect a business
combination with a company in the technology, digital media,
e-commerce, financial technology, or digital services sectors and
that has significant impact or operations in the emerging
markets. Its sponsor is affiliated with Consilium Investment
Management (CIM), a boutique, SEC-registered investment advisor
formed in 2004 that gives discerning institutional investors
differentiated sources of alpha by giving them equity exposure to
Frontier and Emerging Markets that are typically under-represented
in portfolios.
Additional Information and Where to Find It
This press
release is provided for information purposes only and contains
information with respect to a proposed business combination (the
"Proposed Business Combination'') among Fusemachines, CSLM and CSLM
Merger Sub, Inc., a wholly-owned subsidiary of CSLM, in connection
with the transactions contemplated in the business combination
agreement. In connection with the Proposed Business
Combination, CSLM intends to file with the SEC a Registration
Statement on Form S-4, which will include a proxy statement to be
sent to CSLM stockholders and a prospectus for the registration of
CSLM securities in connection with the Proposed Business
Combination (as amended from time to time, the "Registration
Statement"). A full description of the terms of the Proposed
Business Combination will be provided in the Registration
Statement. CSLM urges investors, stockholders and other interested
persons to read, when available, the Registration Statement as well
as other documents filed with the SEC because these documents will
contain important information about CSLM, Fusemachines and the
Proposed Business Combination. If and when the Registration
Statement is declared effective by the SEC, the definitive proxy
statement/prospectus and other relevant documents will be mailed to
shareholders of CSLM as of a record date to be established for
voting on the Proposed Business Combination. Stockholders and other
interested persons will also be able to obtain a copy of the
Registration Statement, without charge, by directing a request to:
CSLM Acquisition Corp., 2400 E. Commercial Boulevard, Suite 900,
Ft. Lauderdale, FL 33308. The
preliminary and definitive proxy statement/prospectus, once
available, can also be obtained, without charge, at the SEC's
website (www.sec.gov). The information contained on, or that may be
accessed through, the websites referenced in this press release is
not incorporated by reference into, and is not a part of, this
press release.
No Offer or Solicitation
This press release shall not
constitute an offer to sell, or a solicitation of an offer to buy,
or a recommendation to purchase, any securities in any
jurisdiction, or the solicitation of any vote, consent or approval
in any jurisdiction in respect of the Proposed Business
Combination, nor shall there be any sale, issuance or transfer of
any securities in any jurisdiction where, or to any person to whom,
such offer, solicitation or sale may be unlawful under the laws of
such jurisdiction. This press release does not constitute either
advice or a recommendation regarding any securities. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Participants in the Solicitation
Fusemachines and CSLM
and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect
to the Proposed Business Combination described herein under the
rules of the SEC. Information about the directors and executive
officers of CSLM and a description of their interests in CSLM and
the Proposed Business Combination are set forth in CSLM's Annual
Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC
on March 31, 2023, and which can be
obtained free of charge from the sources indicated above.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to CSLM's
stockholders in connection with the Proposed Business Combination
will be set forth in the proxy statement/prospectus for the
Proposed Business Combination, when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Business
Combination will be included in the proxy statement/prospectus that
CSLM intends to file with the SEC. You may obtain free copies of
these documents as described above.
Forward-Looking Statements
The disclosure herein
includes certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "project," "forecast," "predict," "potential," "seem,"
"seek," "future," "outlook," and similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean
that a statement is not forward looking. In addition to
factors previously disclosed in CSLM's reports filed with the SEC
and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: (1) statements regarding estimates and forecasts
of other financial, performance and operational metrics and
projections of market opportunity; (2) references with respect to
the anticipated benefits of the Proposed Business Combination and
the projected future financial performance of Fusemachines
following the Proposed Business Combination; (3) changes in the
market for Fusemachines' services and technology, expansion plans
and opportunities; (4) the sources and uses of cash in connection
with the Proposed Business Combination; (5) the anticipated
capitalization and enterprise value of the combined company
following the consummation of the Proposed Business Combination;
(6) the projected technological developments of Fusemachines; (7)
current and future potential commercial and customer relationships;
(8) the ability to operate efficiently at scale; (9) anticipated
investments in capital resources and research and development, and
the effect of these investments; (10) the ability of the combined
company to issue equity or equity-linked securities in the future;
(11) the occurrence of any event, change or other circumstances
that could give rise to the termination of the business combination
agreement; (12) the outcome of any legal proceedings that may be
instituted against Fusemachines or CSLM following announcement of
the Proposed Business Combination and the transactions contemplated
thereby; (13) the inability to complete the Proposed Business
Combination due to, among other things, the failure to obtain CSLM
stockholder approval on the expected terms and schedule as well as
the risk that regulatory approvals required for the Proposed
Business Combination are not obtained or are obtained subject to
conditions that are not anticipated; (14) the risk that the
Proposed Business Combination or another business combination may
not be completed by CSLM's business combination deadline and the
potential failure to obtain an extension of the business
combination deadline; (15) unexpected costs related to the Proposed
Business Combination; (16) limited liquidity and trading of CSLM's
securities; (17) geopolitical risk and changes in applicable laws
or regulations; (18) the possibility that CSLM and/or Fusemachines
be adversely affected by other economic, business, and/or
competitive factors; (19) the inability to obtain or maintain the
listing of the combined company's common stock on Nasdaq following
the Proposed Business Combination, including but not limited to
redemptions exceeding anticipated levels or the failure to meet
Nasdaq's initial listing standards in connection with the
consummation of the Proposed Business Combination; and (20)
expectations related to the terms and timing of the Proposed
Business Combination. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of CSLM's and Fusemachines' management
and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and 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 CSLM and Fusemachines. These forward-looking
statements are subject to a number of risks and uncertainties, as
set forth in the section entitled "Risk Factors'' and "Cautionary
Note Regarding Forward-Looking Statements'' in CSLM's Annual Report
on Form 10-K for the year ended December 31,
2022, which was filed with the SEC on March 31, 2023 and in CSLM's IPO prospectus,
filed with the SEC on January 6,
2022, and in the Registration Statement and the other
documents that CSLM has filed, or will file, with the SEC relating
to the Proposed Business Combination. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. The risks and uncertainties above are
not exhaustive, and there may be additional risks that neither CSLM
nor Fusemachines presently know or that CSLM and Fusemachines
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward looking statements reflect CSLM's
and Fusemachines' expectations, plans or forecasts of future events
and views as of the date of this press release. CSLM and
Fusemachines anticipate that subsequent events and developments
will cause CSLM's and Fusemachines' assessments to change. However,
while CSLM and Fusemachines may elect to update these
forward-looking statements at some point in the future, CSLM and
Fusemachines specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing CSLM's and Fusemachines' assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Media Contact
Kathleen Wolf-Leger
Email:kat@fusemachines.com
Phone: (347) 212-5075
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SOURCE Fusemachines Inc