10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 September 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

001-41219

CSLM ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1602789
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

2400 E. Commercial Boulevard,

Suite 900

Ft. Lauderdale, Florida 33308

(Address of principal executive offices and zip code)

(954)

315-9381

(Registrant’s telephone number, including area code)

Consilium Acquisition Corp I Ltd.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant	CSLMU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CSLM	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CSLMW	The Nasdaq Stock Market LLC
Rights to acquire one-tenth of one Class A ordinary share	CSLMR	The 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:

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 Ex

chan

ge Act). Yes ☒ No ☐

The aggregate market value of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, as of N

ovember

, 2024 was approximately $15,579,997. As of November

, 2024, there were 6,116,436 of the R

egistrant’s Class A ordinary shares and 1 of the Registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

CSLM ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION		1

Item 1.	Interim Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	1

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	2

	Condensed Consolidated Statements of Changes in Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II — OTHER INFORMATION		24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use Of Proceeds	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

SIGNATURES		27

PART I — FINANCIAL INFORMATION

Item 1. Interim Financial Statements

CSLM ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2024 (unaudited)			December 31, 2023
Assets:
Current assets:
Cash	$	47,353		$	138,283
Prepaid expenses		28,602			15,848
Due from related party		31,849			31,849
Other receivable, net of reserve for credit losses of $225,000		—			—
Marketable securities held in Trust Account		15,779,835			51,976,918

Total Assets	$	15,887,639		$	52,162,898

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	364,459		$	132,349
Accrued expenses		843,436			471,830
Promissory note – related party		2,350,000			1,230,000
Accrued interest - related party		97,903			28,288
Deferred underwriting commissions		6,641,250			6,641,250

Total Liabilities		10,297,048			8,503,717
Commitments and Contingencies (Note 7)
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 1,372,687 and 4,772,187 shares subject to redemption as of September 30, 2024 and December 31, 2023, respectively		15,779,835			51,976,918
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,743,749 issued and outstanding, excluding 1,372,687 and 4,772,187 subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively		474			474
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1 share issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		0			0
Additional paid-in capital		—			—
Accumulated deficit		(10,189,718	)		(8,318,211	)

Total Shareholders’ Deficit		(10,189,244	)		(8,317,737	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	15,887,639		$	52,162,898

The accompanying notes are an integral part of the unaudited condensed consolidated financial

state

ments.

Table of Contents

CSLM ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Insurance expense	$	50,072		$	120,419		$	164,185		$	357,331
Dues and subscriptions		73,370			83,504			140,971			224,444
Administrative expenses – related party		30,000			—			90,000			—
Legal and accounting expenses		432,298			99,540			946,736			426,072
General and administrative expenses		—			—			—			1,552
Interest expense – related party		27,287			8,901			69,615			15,210

Operating expenses		613,027			312,364			1,411,507			1,024,609

Loss from operations		(613,027	)		(312,364	)		(1,411,507	)		(1,024,609	)

Other income:
Realized gain on marketable securities held in Trust Account		—			—			—			2,538,270
Dividends on marketable securities held in Trust Account		480,118			1,170,072			1,849,140			3,055,971
Covenant fees		210,000			—			435,000			—
Provision for credit losses		(210,000	)		—			(435,000	)		—

Total other income, net		480,118			1,170,072			1,849,140			5,594,241

Net (loss) income	$	(132,909	)	$	857,708		$	437,633		$	4,569,632

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		3,220,241			8,786,025			4,251,096			15,541,353
Basic and diluted net income per share, Class A ordinary shares stock subject to redemption	$	0.10		$	0.12		$	0.36		$	0.32
Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		4,743,749			4,073,437			4,743,749			1,372,733
Basic and diluted net loss per share, non-redeemable Class A ordinary shares	$	(0.10	)	$	(0.05	)	$	(0.23	)	$	(0.15	)
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		1			670,313			1			3,371,017
Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.10	)	$	(0.02	)	$	(0.23	)	$	(0.05	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial state

ents.

Table of Contents

CSLM ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CLASS A ORDINARY SHARES

SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


	Class A Temporary Equity						Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in Capital			Accumulated Deficit			Shareholders’ Deficit
	Shares			Amount			Shares		Amount		Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Shareholders’ Deficit
Balance as of January 1, 2024		4,772,187		$	51,976,918			4,743,749	$	474		1	$	0	$	—		$	(8,318,211	)	$	(8,317,737	)
Sponsor waiver of administrative services fees		—			—			—		—		—		—		30,000			—			30,000
Remeasurement of Class A ordinary shares subject to redemption		—			889,342			—		—		—		—		(30,000	)		(859,342	)		(889,342	)
Net income		—			—			—		—		—		—		—			148,092			148,092

Balance as of March 31, 2024 (unaudited)		4,772,187			52,866,260			4,743,749		474		1		0		—			(9,029,461	)		(9,028,987	)
Sponsor waiver of administrative services fees		—			—			—		—		—		—		30,000			—			30,000
Remeasurement of Class A ordinary shares subject to redemption		—			899,680			—		—		—		—		(30,000	)		(869,680	)		(899,680	)
Net income		—			—			—		—		—		—		—			422,450			422,450

Balance as of June 30, 2024 (unaudited)		4,772,187			53,765,940			4,743,749	$	474		1		0	$	—			(9,476,691	)		(9,476,217	)
Sponsor waiver of administrative services fees		—			—			—		—		—		—		30,000			—			30,000
Redemption of Class A ordinary shares		(3,399,500	)		(38,596,223	)		—		—		—		—		—			—			—
Remeasurement of Class A ordinary shares subject to redemption		—			610,118			—		—		—		—		(30,000	)		(580,118	)		(610,118	)
Net loss		—			—			—		—		—		—		—			(132,909	)		(132,909	)

Balance as of September 30, 2024 (unaudited)		1,372,687		$	15,779,835			4,743,749	$	474		1	$	0	$	—		$	(10,189,718	)	$	(10,189,244	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Class A Temporary Equity						Class A Ordinary Shares				Class B Ordinary Shares						Additional Paid-in Capital		Accumulated Deficit			Shareholders’ Deficit
	Shares			Amount			Shares		Amount		Shares			Amount			Additional Paid-in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance as of January 1, 2023		18,975,000		$	194,767,885			—	$	—		4,743,750		$	474		$	—	$	(6,489,773	)	$	(6,489,299	)
Remeasurement of Class A ordinary shares subject to redemption		—			2,105,252			—		—		—			—			—		(2,105,252	)		(2,105,252	)
Net income		—			—			—		—		—			—			—		1,618,630			1,618,630

Balance as of March 31, 2023 (unaudited)		18,975,000			196,873,137			—		—		4,743,750			474			—		(6,976,395	)		(6,975,921	)
Remeasurement of Class A ordinary shares subject to redemption		—			2,318,917			—		—		—			—			—		(2,318,917	)		(2,318,917	)
Net income		—			—			—		—		—			—			—		2,093,294			2,093,294

Balance as of June 30, 2023 (unaudited)		18,975,000			199,192,054			—		—		4,743,750			474		$	—		(7,202,018	)		(7,201,544	)
Redemption of Class A ordinary shares		(14,202,813	)		(149,486,187	)		—		—		—			—			—		—			—
Conversion of Sponsor Class B ordinary shares to Class A ordinary shares		—			—			4,743,749		474		(4,743,749	)		(474	)		—		—			—
Remeasurement of Class A ordinary shares subject to redemption		—			1,380,072			—		—		—			—			—		(1,380,072	)		(1,380,072	)
Net income		—			—			—		—		—			—			—		857,708			857,708

Balance as of September 30, 2023 (unaudited)		4,772,187		$	51,085,939			4,743,749	$	474		1		$	0		$	—	$	(7,724,382	)	$	(7,723,908	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial stat

ents.

Table of Contents

CSLM ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	For the Nine Months Ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	437,633		$	4,569,632
Adjustments to reconcile net income to net cash provided by operating activities:
Realized gain on marketable securities held in Trust Account		—			(2,538,270	)
Accrued dividends on marketable securities held in Trust Account		165,645			(217,803	)
Sponsor waiver of administrative services fees		90,000			—
Changes in current assets and current liabilities:
Prepaid expense		(12,754	)		336,910
Other receivable, net of reserve for credit losses		—			—
Accounts payable		232,110			7,579
Accrued expenses		371,606			94,614
Accrued interest – related party		69,615			15,210
Accrued offering costs		—			(279,678	)

Net cash provided by operating activities		1,353,855			1,988,194

Cash Flows from Investing Activities:
Purchase of treasury and other marketable securities		(2,564,785	)		(395,435,168	)
Proceeds from redemption of treasury securities		38,596,223			541,873,187

Net cash provided by investing activities		36,031,438			146,438,019

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		1,120,000			900,000
Payment of redemptions to Class A ordinary shareholders		(38,596,223	)		(149,486,187	)

Net cash used in financing activities		(37,476,223	)		(148,586,187	)

Net Change in Cash		(90,930	)		(159,974	)
Cash – Beginning of the period		138,283			224,474

Cash – End of the period	$	47,353		$	64,500

Supplemental Disclosure of Non-cash Financing Activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	2,399,140		$	5,804,241
Deferred offering costs included in accrued offering costs	$	—		$	(279,678	)
Reserve for credit losses	$	435,000		$	—

The accompanying notes are an integral part of the unaudited condensed consolidated financial sta

teme

nts.

Table of Contents

CSLM ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND

Organization and General

CSLM ACQUISITION CORP. (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on April 13, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. The Company’s unaudited condensed financial statements include CSLM Merger Sub, Inc., a wholly-owned subsidiary of CSLM Acquisition Corp. and are presented on a consolidated basis (the “Financial Statements”).

The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2024, the Company had not commenced any operations. All activity from April 13, 2021 (inception) through September 30, 2024 relates to the Company’s formation, the initial public offering (“Initial Public Offering” or “IPO”), which is described below, and pursuit of a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of investment income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

On July 13, 2023, the Company submitted a certificate of incorporation of name change to the Cayman Islands Registry of Companies to change our name from “Consilium Acquisition Corp I, LTD.” to “CSLM Acquisition Corp.”. The name change of the Company to CSLM Acquisition Corp. was effected on Nasdaq at the open of trading on July 18, 2023 and continued trading under the same ticker symbol “CSLM”. The name change does not affect the rights of the Company’s securities holders.

Financing

On January 18, 2022, the Company consummated its Initial Public Offering of 18,975,000 units (the “Units”), including the issuance of 2,475,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), one right to acquire

one-tenth

of an Ordinary Share, and

one-half

of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000.

Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 7,942,500 private placement warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Consilium Acquisition Sponsor I, LLC (the “Sponsor”), generating gross proceeds to the Company of $7,942,500. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

A total of $2,250,000 was deposited to the Company’s operating account and a total of $191,647,500, comprised of a portion of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the Company’s completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination by October 18, 2024 after depositing $70,000 into the Trust Account for each one month Extension or (B) with respect to any other provision relating to shareholders’ rights or

pre-initial

business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination by October 18, 2024, subject to applicable law.

Table of Contents

On July 13, 2023 as approved by its shareholders at an extraordinary general meeting held on July 13, 2023 (the “Special Meeting”), The Company, and its trustee, Continental Stock Transfer & Trust Company amended (the “Amendment”) the Investment Management Trust Agreement, dated as of January 12, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) and the Company, in order to allow the Company to extend the time to complete a business combination by fifteen (15) additional one (1) month periods until, October 18, 2024 (the “Termination Date” or the “Combination Period”). The Company is required to deposit $70,000 into the Trust Account for each of the fifteen (15) additional one (1) month extension periods. At the Special Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until October 18, 2024 and the Amendment in accordance with the Company’s Amended and Restated Memorandum of Association and Articles of Association (the “Articles of Association”).

In connection with the shareholders’ vote at the Special Meeting, 14,202,813 Class A shares were tendered for redemption. Shareholders validly redeemed their shares for $149,486,187, or approximately $10.53 per class A share. The trustee processed the redemptions on July 11, 2023 and distributed amounts from the Trust Account to the redeeming shareholders on July 26, 2023.

Immediately after the Special Meeting, the Company extended the time to complete the business combination by one (1) month to August 18, 2023, and deposited the sum of $70,000 into the Trust Account in accordance with the terms of the Trust Agreement. As of September 30, 2024, the Company has exercised thirteen (13) of the fifteen (15) additional one (1) month extension periods, depositing an aggregate of $910,000 into the Trust Account, to extend the time to complete the business combination to August 18, 2024.

On August 18, 2024, as approved by its shareholders at the annual general meeting held on August 18, 2024 (the “Annual Meeting”), the Company and its trustee, Continental Stock Transfer & Trust Company, amended the Investment Management Trust Agreement dated January 12, 2022, as amended on July 13, 2023, in order to allow the Company to extend the time to complete a business combination on a

month-to-month

basis, until July 18, 2025 (the “Extended Termination Date” or the “Extended Combination Period”) by placing $30,000 into the Company’s Trust Account. As of September 30, 2024, the Company has made two (2) deposits of $30,000, or $60,000 in the aggregate, to extend the time with which the Company has to complete a business combination to October 18, 2024. On October 15, 2024, the Company deposited $30,000 into the Trust Account to extend the time with which the Company has to complete a business combination to November 18, 2024, and on November 14, 2024, the Company deposited $30,000 into the Trust Account to extend the time with which the Company has to complete a business combination to December 18, 2024 (see Note

9).

Merger Agreement

On January 22, 2024, the Company entered into a Merger Agreement, by and among the Company, CSLM Merger Sub Inc. (“Merger Sub”), and Fusemachines Inc., a Delaware corporation (“Fusemachines”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into Fusemachines, after which Fusemachines will be the surviving corporation and a wholly owned subsidiary of the Company.

On August 27, 2024, the Company entered into an amendment to the Merger Agreement (the “Merger Agreement Amendment”) whereby the Company will continue out of the Cayman Islands and into the State of Delaware to

re-domicile

and become a newly formed Delaware corporation by means of a merger with the Company, pursuant to the Cayman Islands Companies law and the applicable provisions of the Delaware General Corporation Law, with such newly formed Delaware corporation becoming the surviving corporation in the merger. In addition the Merger Agreement Amendment includes a provision that increases the amount the Company may borrow from the Sponsor

from $2,000,000 to $2,750,000.

Risks and Uncertainties

Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, adverse developments af

fec

ting the financial services industry, and geopolitical instability, such as the military conflict in the Ukraine and the middle e

st.

Table of Contents

Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern Consideration

As of September 30, 2024 and December 31, 2023, the Company had $47,353 and $138,283 in cash, respectively, and a working capital deficit of $3,547,994 and $1,676,487, respectively, excluding

Marketable

Securities held in the Trust Account and the Deferred Underwriter

Commissions

liability.

The Company’s liquidity needs through September 30, 2024 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” and shares thereof, “founder shares”), the Initial Public Offering and the sale of the private placement warrants (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs and an unsecured promissory note bearing interest at 4.75% per annum for working capital needs.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period within one year after the date that the Financial Statements are issued. Management plans to address this uncertainty through related party loans from the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates (“Working Capital Loans”) (see Note 5) and effecting a Business Combination. However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Extended Combination Period.

The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying Financial Statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented.

The accompanying Financial Statements should be read in conjunction with the Company’s Annual Report on Form

10-K

for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has

Table of Contents

elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may ma

ke com

parison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those esti

mat

es.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Following the closing of the Initial Public Offering on January 18, 2022, an amount of $191,647,500 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or

pre-initial

Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares.

Net Income (Loss) Per Ordinary Share

The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per

non-redeemable

Class A and Class B ordinary shares following the

two-class

method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and

non-redeemable

Class A and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the total number of shares outstanding for each share class at each respective period, before and after redemptions and conversions, for the three and six months ended September 30, 2024 and 2023, reflective of the respective participation rights.

Table of Contents

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three and six months ended September 30, 2024 (in dollars, except per share amounts):


	For the Three Months Ended September 30, 2024
Net loss	$	(132,909	)
Remeasurement of temporary equity to redemption value		(610,118	)

Net loss including remeasurement of temporary equity to red e mption value	$	(743,027	)

Table of Contents


	For the Three Months Ended September 30, 2024
	Class A Redeemable			Class A Non-redeemable			Class B Non-redeemable
Total number of shares		1,372,687			4,743,749			1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage	$	(278,639	)	$	(464,388	)	$	0
Deemed dividend for remeasurement of temporary equity to redemption value		610,118			—			—

Total net income (loss) allocated by class	$	331,479		$	(464,388	)	$	0

Denominator:
Weighted-average shares outstanding		3,220,241			4,743,749			1
Basic and diluted net income (loss) per share	$	0.10		$	(0.10	)	$	(0.10	)


	For the Nine Months Ended September 30, 2024
Net income	$	437,633
Remeasurement of temporary equity to redemption value		(2,399,140	)

Net loss including remeasurement of temporary equity to redemption value	$	(1,961,507	)


	For the Nine Months Ended September 30, 2024
	Class A Redeemable			Class A Non-redeemable			Class B Non-redeemable
Total number of shares		1,372,687			4,743,749			1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage	$	(889,701	)	$	(1,071,806	)	$	0
Deemed dividend for remeasurement of temporary equity to redemption value		2,399,140			—			—

Total net income (loss) allocated by class	$	1,509,439		$	(1,071,806	)	$	0

Denominator:
Weighted-average shares outstanding		4,251,096			4,743,749			1
Basic and diluted net income (loss) per share	$	0.36		$	(0.23	)	$	(0.23	)

Table of Contents

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three and six months ended September 30, 2023 (in dollars, except per share amounts):


	For the Three Months Ended September 30, 2023
Net income	$	857,708
Remeasurement of temporary equity to redemption value		(1,380,072	)

Net loss including remeasurement of temporary equity to redemption value	$	(522,364	)


	For the Three Months Ended September 30, 2023
	Class A Redeemable			Class A Non-redeemable			Class B Non-redeemable
Total number of shares		4,772,187			4,743,749			1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income including remeasurement of temporary equity to redemption value based on ownership percentage	$	(306,030	)	$	(201,572	)	$	(14,762	)
Deemed dividend for remeasurement of temporary equity to redemption value		1,380,072			—			—

Total net income (loss) allocated by class	$	1,074,042		$	(201,572	)	$	(14,762	)

Denominator:
Weighted-average shares outstanding		8,786,025			4,073,437			670,313
Basic and diluted net income (loss) per share	$	0.12		$	(0.05	)	$	(0.02	)


	For the Nine Months Ended September 30, 2023
Net income	$	4,569,632
Remeasurement of temporary equity to redemption value		(5,804,241	)

Net loss including remeasurement of temporary equity to redemption value	$	(1,234,609	)

Table of Contents


	For the Nine Months Ended September 30, 2023
	Class A Redeemable			Class A Non-redeemable			Class B Non-redeemable
Total number of shares		4,772,187			4,743,749			1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income including remeasurement of temporary equity to redemption value based on ownership percentage	$	(875,826	)	$	(201,572	)	$	(157,211	)
Deemed dividend for remeasurement of temporary equity to redemption value		5,804,241			—			—

Total net income (loss) allocated by class	$	4,928,415		$	(201,572	)	$	(157,211	)

Denominator:
Weighted-average shares outstanding		15,541,353			1,372,733			3,371,017
Basic and diluted net income (loss) per share	$	0.32		$	(0.15	)	$	(0.05	)

Fair value of Financial Instruments

ASC Topic 820, Fair Value Measurement, defines fair value as the amount that would be received to sell an asset or paid to transfer a li

abil

ity, in an orderly transaction between market participants.

Fair value measurements are classified on a three-tier hierarchy as follows:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable.

In many cases, if a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Table of Contents

Warrants and Rights

The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC

815-40,

Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC

815-40”)

and concluded that the public warrants, private placement warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ deficit.

Ordinary Shares Subject to Possible Redemption

Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In connection with the shareholders’ vote at the Special meeting of shareholders held by the Company on June 29, 2023, 14,202,813 Class A ordinary shares were tendered for redemption for an aggregate value of $149,486,187 and distributed from the Trust Account on July 26, 2023. In connection with the shareholders’ vote at the Annual Meeting of the shareholders held by the Company on August 18, 2024, 3,399,500 Class A ordinary shares were tendered for redemption at an aggregate value of $38,596,223 and distributed from the Trust Account on August 21, 2024. Accordingly, at September 30, 2024, 1,372,687 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

The proceeds of the offering were allocated to the Class A ordinary shares and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A ordinary shares subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional

paid-in

capital, or in the absence of additional capital, in accumulated deficit. The Company has recorded remeasurements of $610,118 and $1,380,072

for the three months ended September 30, 2024 and 2023, respectively, and $2,399,140 and $5,804,241 for the nine months ended September 30, 2024 and 2023, respectively.

Income taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2024 or December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Table of Contents

Covenant Fees

Pursuant to the Merger Agreement, Fusemachines is covenanted to deliver to the Company its audited financial statements for the twelve

nth periods ended December 31, 2023 and 2022 (the “Fusemachines Audited Financial Statements”) for inclusion in the registration statement on Form

S-4

to be filed by the Company in connection with the Business Combination (the “Registration Statement”), and that such Fusemachines Audited Financial Statements have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies. Fusemachines has covenanted to provide the Fusemachines Audited Financial Statements no later than February 29, 2024, or incur delay fees in the amount equal to $35,000 for the first

one-month

delay to March 31, 2024

(pro-rated

for a partial month), $50,000 for the second

one-month

delay to April 30, 2024 and thereafter $70,000 for each subsequent

one-month

delay

(pro-rated

for any partial month). Fusemachines provided the Fusemachines Audited Financial Statements to the Company in September 2024. As such, the Company has recorded $210,000 and $435,000 of covenant fees as other income on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, respectively, and as an other receivable on the condensed consolidated balance sheets as of September 30, 2024. Collection of the covenant fees is not probable as of September 30, 2024. As such, the Company established a reserve for credit losses against the other receivable. The Company has recorded $210,000 and $435,000 to credit losses as other expense on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, respectively.

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU

No. 2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU

2023-09”),

which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU

2023-09

will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU

2023-09

will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU

2023-09.

The Company has considered all new accounting pronouncements and has concluded that there are no additional new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 18,975,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares, one right and

one-half

of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6).

An aggregate of $10.10 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company.

Table of Contents

NOTE 4 — PRIVATE PLACEMENT

The Company entered into an agreement with the Sponsor pursuant to which the Sponsor purchased an aggregate of 7,942,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating proceeds of $7,942,500 in the aggregate in a private placement that occurred substantially concurrently with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of ordinary shares at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Extended Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

In July 2021, the Sponsor purchased 4,743,750 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 618,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment was not exercised in full or in part, so that the number of Founder Shares collectively represented approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. In August 2021, the Sponsor transferred 50,000 founder shares to each of the Company’s independent director nominees. The Company will account for the transfer of founder shares under ASC

718-10-15-4

and record a compensation expense upon completion of a Business Combination.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into a support services agreement, commencing on the effective date of the initial public offering, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. The Sponsor has waived all payments under the support services agreement. The Company has recorded the waived payments as capital contributions from the Sponsor and has recorded $30,000 and $0 to the consolidated statements of operations for the three months ended September 30, 2024 and 2023, respectively, and $90,000 and $0 to the consolidated statements of operations for the nine months ended September 30, 2024 and 2023, respectively.

Promissory Note — Related Party

In July 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On January 18, 2022, the Company repaid $206,313 for amounts outstanding under the Promissory Note balance, resulting in an overpayment of $25,000. The Company also made payments related to Sponsor invoices. These items are recorded within due from related party on the condensed balance sheet as of September 30, 2024 and December 31, 2023.

In February 2023, the Sponsor issued an unsecured promissory note to the Company (the “WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The WC Promissory Note bears interest at a rate of 4.75% per annum and is payable on the earlier of the date by which the Company has to complete a business combination or the effective date of a business combination. On January 18, 2024, the Company issued an amended and restated promissory note (the “A&R WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $2,000,000. The A&R WC Promissory Note does not amend any other existing terms. On August 19, 2024, the Company issued a second amended and restated promissory note (the “2

A&R WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $2,750,000. The 2

A&R WC Promissory Note does not amend any other existing terms.

The Company drew an aggregate of $2,350,000 and has accrued $97,903 of interest on principal amounts outstanding as of September 30, 2024 and drew an aggregate of $1,230,000 and has accrued $28,288 of interest on principal amounts outstanding as of December 31, 2023.

Table of Contents

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Co

mbin

ation, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding.

NOTE 6 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 shares of preference shares with a par value of $

SEC Form 10-Q filed by CSLM Acquisition Corp.