UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on July 31, 2025, in connection with Business Combination, CSLM Acquisition Corp., a Cayman Islands exempted company (“CSLM”), CSLM Holdings, Inc., a Delaware corporation, now Fusemachines Inc., a Delaware corporation (“Fusemachines”), and Fusemachines Inc., a Delaware corporation, now Fusemachines USA Inc., entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller” and Seller together with Fusemachines, the “Parties”) for an OTC Equity Prepaid Forward Transaction. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.
On February [_], 2026, the Parties entered into an amendment to the Forward Purchase Agreement (the “FPA Amendment”). The Forward Purchase Agreement provides that the “Termination Price”, which sets the exercise price and issuance price of any warrants or shares issued pursuant to the Forward Purchase Agreement, shall be $12.00. The FPA Amendment amends the definition of the Termination Price, such that the Termination Price is adjusted on the first scheduled trading day of each calendar week to an amount equal to the lower of (i) $12.00 and (ii) volume-weighted average price of the preceding week, provided that the Termination Price will not be less than the Reset Price Floor (as defined in the Amendment). As a result, any shares and warrants issued under the Forward Purchase Agreement shall be separated into two equal tranches, one tranche having a Reset Price Floor of $5.00 and one tranche having a Reset Price Floor of $2.50.
Together with the FPA Amendment, the Company and the Meteora Parties entered into an amendment to the outstanding shortfall common stock purchase warrant issued by the Company to the Meteora Parties, to amend the exercise price per share of common stock from $12.00 per share to $10.00 per share (the “Warrant Amendment”).
The form of FPA Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K. The Form of Forward Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The form of Warrant Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K. The foregoing summaries of the FPA Amendment, Forward Purchase Agreement, and Warrant Amendment are subject to, and qualified in their entirety by, the full text of such documents, where applicable, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 4.1 | Amendment No. 1 to Warrant | |
| 10.1 | Forward Purchase Agreement dated July 31, 2025 between CSLM Acquisition Corp., CSLM Holdings, Inc., and Fusemachines Inc., with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC. | |
| 10.2 | Amendment No. 1 to Forward Purchase Agreement dated February 3, 2026 between Fusemachines Inc. and Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | February 4, 2026 | FUSEMACHINES INC. | |
| By: | /s/ Sameer Maskey | ||
| Sameer Maskey | |||
| Chief Executive Officer | |||