NEW
YORK, Sept. 16, 2024 /PRNewswire/ -- CSLM
Acquisition Corp. (Nasdaq:
CSLM) today announced that it has confidentially
submitted a draft registration statement on Form S-4 with the
Securities and Exchange Commission (the "SEC") on September 3, 2024 relating to its previously
announced proposed business combination with
Fusemachines, Inc. which will result in the public listing of
the newly merged companies ("Pubco").
About Fusemachines, Inc.
Founded in 2013, Fusemachines is a global provider of enterprise
AI solutions, serving a wide range of industries. The company
enables enterprises to undergo AI transformation through
proprietary products like AI Studio and AI Engines, along with
services supported by a global talent pool. Led by CEO and founder
Dr. Sameer Maskey, PhD, an Adjunct
Associate Professor at Columbia
University, Fusemachines is dedicated to democratizing AI.
The company is committed to providing high-quality AI education to
underserved communities while helping organizations unlock their
full potential with AI. Headquartered in New York, Fusemachines has a global presence,
with operations spanning Asia,
Canada, the USA, and Latin
America.
For more information about Fusemachines and its innovative AI
solutions, please visit Fusemachines.com.
About CSLM Acquisition Corp.
CSLM Acquisition Corp. is a Cayman
Islands exempted company incorporated as a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of section 27A of the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the U.S.
Securities Exchange Act of 1934 (the "Exchange Act") that are based
on beliefs and assumptions and on information currently available
to CSLM and Fusemachines. In some cases, you can identify
forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project,"
"potential," "continue," "ongoing," "target," "seek" or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these
words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including,
without limitation, projections of market opportunity and market
share; Fusemachines's or Pubco's business plans, including any
plans to expand; the sources and uses of cash from the proposed
transaction; the anticipated enterprise value of the combined
company following the consummation of the proposed transaction; any
benefits of Fusemachines's partnerships, strategies or plans;
anticipated benefits of the proposed transaction; and expectations
related to the terms and timing of the proposed transaction are
also forward-looking statements. In addition, in order to be able
to execute on its business plan, Fusemachines will be required to
repay a significant amount of its current liabilities. These
statements involve risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements.
These statements are based on a combination of facts and factors
currently known and projections of the future, which are inherently
uncertain. Neither CSLM nor Fusemachines can assure you that the
forward-looking statements in this communication will prove to be
accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including, among others: (i) the
inability of the parties to complete the business combination due
to, among other things, (a) the failure to obtain required
approvals from CSLM' shareholders, Fusemachines's members, or any
third parties whose approval is required; (b) the failure to timely
obtain consent or approvals to the business combination from any
governmental agencies or entities whose consent or approval is
required; or (c) or the inability or failure of CSLM or
Fusemachines to satisfy any of the other closing conditions in the
Business Combination Agreement; (ii) the occurrence of any event
that could give rise to the termination of the Business Combination
Agreement; (iii) the inability of the parties to recognize the
anticipated benefits of the Business Combination; (iv) the amount
of redemption requests made by CSLM' public shareholders and the
risk that all or substantially all of CSLM' shareholders will elect
to redeem their shares in connection with the transaction; (v)
costs and expenses related to the transaction, including the risk
that the costs and expenses will exceed current estimates; (vi) the
inability of Pubco to continue as a going concern; (vii) the risk
that the transaction disrupts current plans and operations of
Fusemachines as a result of the announcement and consummation of
the transaction; (viii) potential claims against Fusemachines from
vendors and other third parties as a result of prior agreements or
other obligations of Fusemachines or its affiliates; (ix) the
inability of CSLM prior to the transaction, and the Pubco following
completion of the transaction, to satisfy and maintain (in the case
of the CSLM) and to obtain and maintain (in the case of Pubco) the
listing of their respective shares on Nasdaq; (x) the outcome of
any existing or potential litigation, government or regulatory
proceedings; (xi) the inability of the parties to obtain a
transaction financing; (xii) the possibility that CSLM,
Fusemachines, or Pubco may be adversely affected by other economic,
business and/or competitive factors; (xiii) the inability of
Fusemachines to manufacture, or arrange the manufacturing, of
products that may be ordered by customers; (xiv) the inability of
Fusemachines to retain and increase sales to existing customers,
attract new customers and satisfy customers' requirements; (xv)
competition from larger companies that have greater resources,
technology, relationships and/or expertise; (xvi) the future
financial performance of the combined company following the
transaction and its ability to achieve profitability in the future;
(xvii) the fact that Fusemachines is technically insolvent and may
not have sufficient funds to execute on its business plan or
continue its operations, the inability of Fusemachines or risk that
the combined company will become solvent and continue operations
following completion of the transaction; (xviii) the risk that
Fusemachines's patents will expire or not be renewed; (xix) the
fact that Fusemachines's assets, including its intellectual
property, are subject to security interests of creditors, and the
loss of such assets, particularly intellectual property, would
preclude Fusemachines from conducting its business; and (xx) those
other risks and uncertainties set forth in documents of CSLM or
Pubco filed, or to be filed, with the SEC.
In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements
as a representation or warranty by CSLM, Fusemachines, or Pubco or
their respective directors, officers or employees or any other
person that CSLM, Fusemachines or Pubco will achieve their
objectives and plans in any specified time frame, or at all. The
forward-looking statements in this press release represent the
views of CSLM and Fusemachines as of the date of this
communication. Subsequent events and developments may cause those
views to change. Neither CSLM, Fusemachines nor Pubco undertakes
any obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or
otherwise.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of CSLM, Fusemachines or Pubco, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed Business Combination, which will
include a preliminary prospectus with respect to its securities to
be issued in connection with the Business Combination and a
preliminary proxy statement with respect to the extraordinary
general meeting at which CSLM' shareholders will be asked to vote
on the proposed Business Combination. Each of CSLM, Pubco and
Fusemachines urge investors, shareholders or members, and other
interested persons to read, when available, the Form S-4, including
the proxy statement/prospectus, any amendments thereto, and any
other documents filed with the SEC, before making any voting or
investment decision because these documents will contain important
information about the proposed Business Combination. After the Form
S-4 has been filed and declared effective, CSLM will mail the
definitive proxy statement/prospectus to shareholders of CSLM as of
a record date to be established for voting on the Business
Combination. CSLM's shareholders will also be able to obtain a
copy of such documents, without charge, by directing a request to:
CSLM Acquisition Corp., 2400 E. Commercial Blvd., Ste. 900,
Fort Lauderdale, Florida
33308. These documents, once available, can also be obtained,
without charge, at the SEC's
website www.sec.gov.
Participants in the Solicitation
CSLM and Fusemachines and their respective directors, executive
officers and other persons may be deemed to be participants in the
solicitation of proxies from CSLM' shareholders with respect to the
proposed transaction. Information about the directors and executive
officers of CSLM is set forth in its final prospectus, dated as
of February 13, 2023, and filed with the SEC on February
14, 2023 , and is available free of charge at the SEC's
website at www.sec.gov or by directing a request
to: CSLM Acquisition Corp., 2400 E. Commercial Blvd., Ste. 900,
Fort Lauderdale, Florida
33308. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of CSLM shareholders in
connection with the proposed transaction will be set forth in CSLM'
and Pubco's filings with the SEC, including the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the Business Combination when they become
available.
Contact Information:
CSLM Acquisition
Corp.
Charles Cassel
ccassel@cimspac.com
Fusemachines, Inc.
Sameer
Maskey
smaskey@fusemachines.com
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SOURCE Fusemachines Inc