Related Parties |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Parties | Note 13. Related Parties
BO2 Purchase Agreement
In July 2021, Fusemachines Nepal Private Limited entered into the BO2 Purchase Agreement with a related party, BO2, and Mr. Maskey. According to the terms of the BO2 Purchase Agreement, BO2 agreed to invest up to $964.2 thousand in Fusemachines Nepal Private Limited to support the development and growth of the business. In addition, the BO2 Purchase Agreement also included terms and conditions of regulating the management and operation of Fusemachines Nepal Private Limited, their relationship with each other, certain aspects of the business and affairs of, and their dealings with, Fusemachines Nepal Private Limited and BO2’s exit from Fusemachines Nepal Private Limited. The BO2 Agreement required Fusemachines Nepal Private Limited to pay BO2 a one-time arrangement fee of 1.5% exclusive of value added tax (“VAT”) of the BO2’s total investment, and an annual monitoring fee.Fusemachines Nepal Private Limited incurred an initial arrangement fee of $ 13.7 thousand which was recorded as a reduction to cumulative mandatorily redeemable common and preferred stock liability in the unaudited condensed consolidated interim balance sheet for the periods ended September 30, 2026 , and audited consolidated balance sheet December 31, 2025. Additionally, Fusemachines Nepal Private Limited incurred Nil as an annual monitoring fee for the nine months period ended September 30, 2026 and 2025.
January 2024 Related Party Pledge Agreement
In January 2024, Mr. Maskey entered into a pledge agreement (the “January 2024 Related Party Pledge Agreement”) with Consilium Extended Opportunities Fund, LP (“Consilium”). As per the terms of the January 2024 Related Party Pledge Agreement, Mr. Maskey agreed to assign a security interest to Consilium of shares of common stock held by Mr. Maskey to fully secure the Company’s obligations under the January 2025 Convertible Notes (also see “Note 6- Debt “).
Restricted stock units (RSU)
The Board of Directors has granted restricted stock units (“RSUs”) under the Company’s 2025 Plan. RSUs are measured at fair value on the grant date and have no purchase price for the recipient. RSUs granted under the normal scheme typically vest over one to four years, based on anniversaries of the grant date. During the nine months ended September 30, 2026, the Company granted RSUs, of which RSUs were granted to related parties, including key management personnel (“KMP”), members of the Board of Directors, and other executive employees. These include RSUs granted in January 2026, of which RSUs were granted to related parties. These RSUs vest over one to in accordance with the respective grant agreements. During the three months ended September 30, 2026, the Company granted RSUs, of which RSUs were granted to related parties. These include RSUs granted to employees in settlement of severance pay and wages payable, of which RSUs were granted to an executive employee. These RSUs vested immediately on the grant date. The remaining RSUs were granted under the normal scheme, including RSUs granted to another executive employee, and will vest over the respective vesting periods.
The RSUs granted to related parties have been accounted for in accordance with ASC 718 and are disclosed as related party transactions pursuant to ASC 850.
Fusemachines Inc. and Subsidiaries Notes to the Condensed Consolidated Interim Financial Statements
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