Reverse Capitalization (Tables)
|
6 Months Ended |
12 Months Ended |
Jun. 30, 2026 |
Dec. 31, 2025 |
| Reverse Capitalization |
|
|
| Schedule of Overall Voting Interest on Closing Date |
The
overall voting interest on closing date is summarized below:
Schedule of Overall Voting Interest on Closing Date
| Particulars | |
Shares | | |
%Ownership | |
| Shares
held by Fusemachines Inc. Stockholders | |
| 14,864,110 | | |
| 52 | % |
| Shares held
by CSLM public stockholders, Sponsor, and related parties of Sponsor | |
| 12,654,921 | | |
| 45 | % |
| Shares held
by unrelated third parties | |
| 831,000 | | |
| 3 | % |
| Total | |
| 28,350,031 | | |
| 100 | % |
|
The
overall voting interest on closing date is summarized below:
Schedule
of Overall Voting Interest on Closing Date
| Particulars | |
Shares | | |
%Ownership | |
| Shares held by Fusemachines Inc. Stockholders | |
| 14,864,110 | | |
| 52 | % |
| Shares held by CSLM public stockholders, Sponsor, and related parties of Sponsor | |
| 12,654,921 | | |
| 45 | % |
| Shares held by unrelated third parties | |
| 831,000 | | |
| 3 | % |
| Total | |
| 28,350,031 | | |
| 100 | % |
|
| Schedule of Reverse Recapitalization |
Schedule of Reverse Recapitalization
| Particulars | |
Shares | |
| Partial
conversion of the 3rd Amended and Restated Promissory Note into Fusemachines Pubco Common Stock on the closing date | |
| 408,639 | |
| CSLM Class
A ordinary Shares not redeemed for cash and converted into Fusemachines Inc. common stock | |
| 901,955 | |
| Automatic
exercise of the rights related to 18,975,000 units issued in CSLM’s Initial Public Offering | |
| 1,897,486 | |
| Shares issued
in connection with the PIPE Financing | |
| 1,184,000 | |
| Conversion
of non-redeemable CSLM Class A & Class B Ordinary Shares into Fusemachines Inc. common stock | |
| 4,743,749 | |
| Share
issued to Consilium Frontier Equity Fund, LP | |
| 3,320,241 | |
| Total
shares of Fusemachines Inc. common stock issued to CSLM security holders | |
| 12,456,070 | |
| Conversion
of Legacy Fusemachines convertible notes (as adjusted by the exchange ratio) | |
| 1,976,050 | |
| Conversion of Legacy Fusemachines
Convertible Preferred Stock into common stock in connection with the reverse recapitalization (as adjusted by the exchange ratio) | |
| 5,950,673 | |
| Shares
issued to Legacy Fusemachines stockholders (as adjusted by the exchange ratio) | |
| 7,967,237 | |
| Total
shares of Fusemachines Inc. common stock outstanding immediately after the merger | |
| 28,350,030 | |
|
Schedule
of Reverse Recapitalization
| Particulars | |
Shares | |
| Partial conversion of the 3rd Amended and Restated Promissory Note into Fusemachines Inc. common stock on the Closing Date | |
| 408,639 | |
| CSLM Class A ordinary Shares not redeemed for cash and converted into Fusemachines Inc. common stock | |
| 901,955 | |
| Automatic exercise of the rights related to 18,975,000 units issued in CSLM’s Initial Public Offering | |
| 1,897,486 | |
| Shares issued in connection with the PIPE Financing | |
| 1,184,000 | |
| Conversion of non-redeemable CSLM Class A & Class B Ordinary Shares into Fusemachines Inc. common stock | |
| 4,743,749 | |
| Share issued to Consilium Frontier Equity Fund in connection with conversion of convertible note on
the closing date | |
| 3,320,241 | |
| Total shares of Fusemachines Inc. common stock issued to CSLM security holders | |
| 12,456,071 | |
| Conversion of Legacy Fusemachines convertible notes (as adjusted by the Exchange Ratio) | |
| 1,976,050 | |
| Conversion of Legacy Fusemachines convertible preferred stock into common stock in connection with the reverse Recapitalization (as adjusted by the Exchange Ratio) | |
| 5,950,673 | |
| Shares issued to Legacy Fusemachines stockholders (as adjusted by the Exchange Ratio) | |
| 7,967,237 | |
| Total shares of Fusemachines Inc. common stock outstanding immediately after the Merger | |
| 28,350,031 | |
|
| Schedule of Fund Flow Reconciliation |
Schedule of Fund Flow Reconciliation
| Particulars | |
(Amount
In Thousands) | |
| Trust balance
as of Closing date | |
| 11,118 | |
| Proceeds from CSLM loan | |
| 2,193 | |
| PIPE Proceeds | |
| 11,840 | |
| Transfer
of cash & cash equivalent of CSLM | |
| 9 | |
| Total
Available Cash (A) | |
| 25,160 | |
| CSLM transaction costs | |
| (2,249 | ) |
| Payment of Director &
Officer insurance premium | |
| (131 | ) |
| Prepayment under Forward Purchase
Agreement | |
| (11,005 | ) |
| Settlement
of sponsor convertible note of CSLM | |
| (2,343 | ) |
| Total
Payments as of the closing date (B) | |
| (15,728 | ) |
| Funds going
to Fusemachines Inc. (classified under financing activities under Consolidated Statements of Cash Flows) (A+B) | |
| 9,432 | |
| Operating assets assumed | |
| 531 | |
| Operating liabilities assumed | |
| (1,100 | ) |
| Initial fair value of forward
purchase derivative liability | |
| (8,616 | ) |
| Issuance of share subscription receivable | |
| 11,005 | |
| Initial fair value of equity
classified warrant | |
| (1,009 | ) |
| Legacy Fusemachines transaction
cost | |
| (1,873 | ) |
| Others | |
| 137 | |
| Net
equity impact of reverse recapitalization | |
| 8,507 | |
|
Schedule
of Fund Flow Reconciliation
Particulars
| |
(Amount In Thousands) | |
| Trust balance as of Closing date | |
| 11,118 | |
| Proceeds from CSLM loan | |
| 2,193 | |
| PIPE Proceeds | |
| 11,840 | |
| Transfer of cash & cash equivalent of CSLM | |
| 9 | |
| Total Available Cash (A) | |
| 25,160 | |
| CSLM transaction costs | |
| (2,249 | ) |
| Payment of Director & Officer insurance premium | |
| (131 | ) |
| Prepayment under Forward Purchase Agreement | |
| (11,005 | ) |
| Settlement of sponsor convertible note of CSLM | |
| (2,343 | ) |
| Total Payments as of the closing date (B) | |
| (15,728 | ) |
| Funds going to Fusemachines Inc. (classified under financing activities under Consolidated Statements of Cash Flows) (A+B) | |
| 9,432 | |
| Operating assets assumed | |
| 531 | |
| Operating
liabilities assumed | |
| (1,100 | ) |
| Initial fair value of forward purchase derivative liability | |
| (8,616 | ) |
| Issuance
of share subscription receivable | |
| 11,005 | |
| Initial fair value of equity classified warrant | |
| (1,009 | ) |
| Legacy
Fusemachines transaction cost | |
| (1,873 | ) |
| Others | |
| 137 | |
| Net equity impact of reverse recapitalization | |
| 8,507 | |
|