CSLM (FUSE) S-4Registration of securities issued in business combination transactions

The information in this proxy statement/prospectus is not complete and may be changed. CSLM Holdings, Inc. may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

CSLM ACQUISITION CORP.

(a Cayman Islands exempted company)

PROSPECTUS

FOR UP TO [*] SHARES OF COMMON STOCK AND

[*] WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Issuance)

OF

CSLM HOLDINGS, INC.

(to be renamed “Fusemachines Inc.” in connection with the Business Combination described herein)

On January 22, 2024, CSLM Acquisition Corp., a Cayman Islands exempted company (“CSLM” or the “Company”), entered into a merger agreement as amended on August 27, 2024, by and among CSLM, CSLM Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CSLM (“Merger Sub”), Fusemachines Inc., a Delaware company (“Fusemachines”), and CSLM Holdings, Inc. (as may be further amended and/or restated from time to time, the “Merger Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex A. If the Merger Agreement is approved by CSLM’s shareholders and the transactions contemplated by the Merger Agreement are consummated, the following will occur: (1) the merger of CSLM with and into CSLM Holdings, Inc., a Delaware corporation and wholly owned subsidiary of CSLM upon which the separate existence of CSLM will cease and CSLM Holdings, Inc. will be the surviving corporation (such surviving company “Pubco”) in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) (the “Companies Act”), the Certificate of Merger, which is filed as Exhibit 3.6 to this proxy statement/prospectus (the “Certificate of Merger”), and the amended and restated memorandum and articles of association of CSLM (as may be amended from time to time, the “Current Charter”), (the “Domestication”); (2) the merger (the “Merger”) of Merger Sub with and into Fusemachines, pursuant to which, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the separate corporate existence of Merger Sub will cease and Fusemachines will be the surviving corporation and a wholly-owned subsidiary of Pubco, pursuant to the terms of the Merger Agreement and in accordance with the laws of the State of Delaware, as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the “Proposed Transaction” or “Business Combination”). In connection with the Proposed Transaction, Pubco will be renamed “Fusemachines Inc.” and Fusemachines will be renamed “Fusemachines USA, Inc.”

In connection with the Domestication, (x) prior to the Domestication, Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company and the Sponsor of CSLM (“Sponsor”), will surrender to CSLM for no consideration the sole issued and outstanding Class B ordinary share of CSLM (“CSLM Class B Ordinary Share”), par value $0.0001 per share, and (y) at the effective time of the Domestication, (i) each then issued and outstanding Class A ordinary share of CSLM (“CSLM Class A Ordinary Shares”), par value $0.0001 per share, after giving effect to redemptions occurring prior to the Domestication, will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of Pubco (each a share of “Pubco Common Stock”), (ii) each then issued and outstanding CSLM Class B Ordinary Share shall convert automatically into a CSLM Class A Ordinary share, after which it would automatically convert, on a one-for-one basis, into one Pubco Common Stock; (iii) each then issued and outstanding warrant of CSLM will become exercisable for one share of Pubco Common Stock (“Domesticated Pubco Warrant”), pursuant to the Warrant Agreement, dated as of January 12, 2022, by and between CSLM and Continental Stock Transfer & Trust Company, as warrant agent, (iv) each then issued and outstanding Public Right shall convert automatically into one right to acquire one-tenth (1/10) of one share of Pubco Common Stock upon the consummation of the Business Combination, pursuant to the terms of the Public Rights Agreement (“Domesticated Pubco Right”); and (v) each then issued and outstanding unit of CSLM shall separate and convert automatically into one Pubco Common Stock, one right to acquire one-tenth of a Pubco Common Stock, and one-half of one Domesticated Pubco Warrant.

The CSLM Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of CSLM and its shareholders because they believe that Fusemachines is a company with strong revenue growth potential. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the board of directors of CSLM reviewed various industry and financial data and the due diligence and evaluation materials provided by Fusemachines, demonstrating that Fusemachines has a business plan dedicated to both to near term cash flow as well as long term growth. See “The Business Combination Proposal — CSLM Board of Directors’ Reasons for the Approval of the Business Combination” on page 127. In addition, the CSLM Board obtained a Fairness Opinion from Marshall Stevens which concluded that, as of the date of its opinion, as to the fairness to CSLM and, through their holdings of common stock in CSLM, to its non-controlling public common shareholders, from a financial point of view, and based on and subject to the assumptions, qualifications and other matters set forth therein, the Aggregate Merger Consideration to be paid by CSLM in the Merger is fair to Public Shareholders unaffiliated with the Sponsor or its affiliates. See “The Business Combination Proposal — Opinion of Marshall & Stevens, as Financial Advisor to CSLM’s Board of Directors”.

Consideration and Structure

Under the Merger Agreement, the Fusemachines equityholders that hold shares of Fusemachines Common Stock (as defined below), shares of Fusemachines Preferred Stock (as defined below), Fusemachines Options (as defined below), or Fusemachines Convertible Notes (as defined below) will receive an aggregate of the number of shares of Pubco Common Stock equal to the quotient obtained by dividing (a) $200,000,000, by (b) $10.00 (the “Aggregate Merger Consideration”) in exchange for the Aggregate Fully Diluted Fusemachines Common Stock, as defined below.

The Merger Agreement also provides, among other things, CSLM, Sameer Maskey, the founder and Chief Executive Officer of Fusemachines, and Pubco are entering into and delivering a Founder Transaction Bonus Agreement, (the “Founder Transaction Bonus Agreement”), pursuant to which Mr. Maskey will be entitled to a transaction completion bonus of up to $1,000,000 upon the Closing. The transaction bonus to be paid to Dr. Maskey is equal to 20% of the sum of (i) the amount of cash remaining in the Trust Account after Redemptions and (ii) the amount of proceeds of any equity investments or debt financing facilities that are or will be actually received by CSLM prior to or substantially concurrently with the Closing, but excluding the PIPE Investment Amount (as defined below), provided that such transaction bonus shall not exceed $1,000,000.

Sponsor Convertible Notes

Within five (5) business days following the execution of the Merger Agreement, and as a condition to Closing, an affiliate of Sponsor provided to Fusemachines loans in an aggregate amount of $6.5 million in the form of convertible promissory notes, of which $4.5 million was to be used by Fusemachines for general corporate purposes, including debt repayment, and $2.0 million was to be used by Fusemachines to repurchase certain Fusemachines shares from Mr. Maskey (collectively, the “Sponsor Convertible Notes”), and contemporaneously therewith, Mr. Maskey entered into a pledge agreement with the Sponsor and Fusemachines (the “Pledge Agreement”), pursuant to which Mr. Maskey pledged certain shares of Fusemachines Common Stock held by him to secure the Fusemachines ‘obligations under the Sponsor Convertible Notes. The Sponsor Convertible Notes (i) may convert into shares of Fusemachines Preferred Stock prior to the Closing of Merger at the option of the Sponsor in the event of a Qualified Financing, as defined in the Sponsor Convertible Notes, or (ii) automatically convert into shares of Common Stock of Fusemachines prior to the Closing of the Merger, at the Conversion Price set forth and defined in the Sponsor Convertible Notes, upon receipt of five days’ notice the date of the Closing.

The PIPE Investment

In connection with the transactions contemplated by the Merger Agreement, Pubco will enter into subscription agreements, in the form and substance as reasonably agreed upon by CSLM and Fusemachines (the “Subscription Agreements”), with certain investors providing for aggregate investments in Pubco Common Stock in a private placement on or prior to the Closing of an amount as of immediately prior to the Effective Time, the sum of (i) $8,240,000, (ii) the outstanding balance under the 2nd Amended and Restated Promissory Note of up to $2,750,000, dated as of August 18, 2024, issued by CSLM in favor of Sponsor to fund CSLM’s

working capital requirements, as it may be from time to time amended or supplemented, and (iii) up to $3,000,000, subject to reduction up to zero as follows: (a) a dollar-for-dollar reduction for Parent Closing Excess Cash of up to $1,000,000 (as defined below), and (b) a 20% reduction for every dollar of Parent Closing Excess Cash in excess of $1,000,000 (the “Contingent PIPE Investment Amount”), if any (the “PIPE Investment Amount”) at $10.00 per share of Pubco Common Stock (the “PIPE Investment”). “Parent Closing Excess Cash” means (i) the amount of cash available in the Trust Account immediately prior to the Effective Time after deducting the amount required to satisfy the Parent Redemption Amount (as such term is defined in the Merger Agreement) plus (ii) the proceeds of any equity investments (including any private investments in public equity) or debt financing facilities that are or will be actually received by CSLM prior to or substantially concurrently with the Closing, but excluding the PIPE Investment Amount.

Treatment of Fusemachines Securities

Pursuant to the Merger Agreement, at the Effective Time, each option (whether vested or unvested) (each, a “Fusemachines Option”) to purchase shares of common stock of Fusemachines (“Fusemachines Common Stock”) that is outstanding as of immediately prior to the Effective Time will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Fusemachines Option (including expiration date, vesting conditions, and exercise provisions), the number of shares of Pubco Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Fusemachines Common Stock subject to such Fusemachines Option as of immediately prior to the Effective Time by the Conversion Ratio (as defined below), at an exercise price per share of Pubco Common Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Fusemachines Common Stock of such Fusemachines Option divided by (B) the Conversion Ratio ( each a “Converted Stock Option”). At the Effective Time, Pubco will assume all obligations of the Fusemachines with respect to each Converted Stock Option.

Pursuant to the Merger Agreement, effective immediately prior to the Effective Time, each of Fusemachines’ issued and outstanding convertible promissory notes (the “Fusemachines Convertible Notes”) shall be (i) treated in accordance with the terms of the relevant agreement governing such Fusemachines Convertible Notes, and (ii) converted into Fusemachines Preferred Stock or Fusemachines Common Stock, as applicable.

The “Conversion Ratio” is the quotient obtained by dividing (i) the number of shares of Pubco Common Stock constituting the Aggregate Merger Consideration, by (ii) the “Aggregate Fully Diluted Fusemachines Common Stock”, which means: the sum, without duplication, of (a) all shares of Fusemachines Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Fusemachines Common Stock issuable upon conversion of all shares of Fusemachines Preferred Stock that are issued and outstanding immediately prior to the Effective Time; plus (c) the aggregate number of shares of Fusemachines Common Stock issuable upon full exercise of all Fusemachines Options (whether vested or unvested); plus (d) the aggregate number of shares of Fusemachines Common Stock issuable upon full conversion of all Company Convertible Notes that are outstanding immediately prior to the Effective Time; plus (e) the aggregate number of shares of Fusemachines Common Stock issuable upon full conversion, exercise or exchange of any other securities of the Fusemachines outstanding immediately prior to the Effective Time directly or indirectly convertible into or exchangeable or exercisable for shares of Fusemachines Common Stock. The proposed new bylaws of Pubco (the “Proposed Bylaws”) will provide that the Pubco Common Stock issued as consideration pursuant to the Merger will be subject to a lock-up for a period of the shorter period of (i) one year after the Closing Date and (ii) subsequent to the Closing Date, (x) if the last reported sale price of Pubco Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing Date or (y) the date following the Closing Date on which the Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Pubco’s shareholders having the right to exchange their Pubco Common Stock for cash, securities or other property. The board of directors of Pubco may, in its sole discretion, determine to waive, amend or repeal such lock-up obligations, whether in whole or in part.

The Sponsor Support Agreement provides that the Pubco Common Stock owned by the Sponsor shall be subject to a “lock-up” of the same duration and terms as those set forth in the Proposed Bylaws with respect to Pubco Common Stock issued as consideration in the Merger.

For information on the percentage of the issued and outstanding shares of Pubco Common Stock immediately following the Closing that are expected to be held by the Fusemachines Securityholders (as defined below), the Sponsor and CSLM’s current public security holders, in various redemption scenarios, based on Fusemachines’ balance of capital stock as of March 31, 2024, see “Questions and Answers for Shareholders of CSLM — What equity stake will current CSLM shareholders and Fusemachines Securityholders hold in Pubco immediately after the consummation of the Proposed Transaction?”

The CSLM Units, CSLM Class A Ordinary Shares, CSLM Rights and CSLM Warrants are currently listed on Nasdaq under the symbols “CSLMU,” “CSLM” “CSLMR” and “CSLMW,” respectively. CSLM has applied to obtain the listing of the Pubco Common Stock and Pubco Warrants on Nasdaq under the symbols “FUSE” and “FUSEW”, respectively, upon the Closing. Pubco will not have publicly traded units nor publicly traded rights following the Closing. Pursuant to the terms of the Merger Agreement, as a closing condition, CSLM is required to cause the Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq or another national securities exchange, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, CSLM may not have received from Nasdaq either confirmation of the listing of the Pubco Common Stock or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived and therefore the Pubco Common Stock would not be listed on any nationally recognized securities exchange.

The following summarizes the pro forma ownership of Pubco Common Stock immediately following the Business Combination under several redemption scenarios: no additional redemptions, 25%, 50%, 75% redemptions, and full redemptions.

Stockholders will experience additional dilution to the extent Pubco issues additional shares of Common Stock after the closing of the Business Combination. The table above excludes any shares that will be issuable upon the exercise of the 3,971,250 Private Warrants, 9,487,500 public warrants or any Fusemachines options.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Condensed Combined Pro Forma Financial Information”. For more information, including the ownership percentages in the no additional redemptions scenario and the effect of certain dilutive securities, see the section entitled “The Business Combination Proposal — Ownership of Pubco after the Closing”.

Compensation Received by the Sponsor

Within five (5) business days following the execution of the Merger Agreement, and as a condition to Closing, an affiliate of Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company and the Sponsor of CSLM (our “Sponsor”) will provide to Fusemachines loans in an aggregate amount of $6.5 million in the form of convertible promissory notes, of which $4.5 million shall be used by Fusemachines for general corporate purposes, including debt repayment, and $2.0 million shall be used by Fusemachines to repurchase certain Fusemachines shares from Mr. Maskey, the Chief Executive Officer of Fusemachines (collectively, the “Sponsor Convertible Notes”), and contemporaneously therewith, Mr. Maskey shall enter into a pledge agreement with the Sponsor and Fusemachines (the “Pledge Agreement”), pursuant to which Mr. Maskey shall pledge certain shares of Fusemachines Common Stock held by him to secure Fusemachines ‘obligations under the Sponsor Convertible Notes. The Sponsor Convertible Notes (i) may convert into shares of Preferred Stock of Fusemachines prior to the Closing of Merger at the option of the Sponsor in the event of a Qualified Financing, as defined in the Sponsor Convertible Notes, or (ii) automatically convert into shares of Common Stock of Fusemachines prior to the Closing of the Merger, at the Conversion Price set forth and defined in the Sponsor Convertible Notes, upon receipt of five days’ notice the date of the Closing.

In addition, the Sponsor or an affiliate of the Sponsor has issued an unsecured promissory note to CSLM up to an aggregate amount of $2,750,000 (the “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 Warrants issued in the IPO.

Conflicts of interest

Since the Sponsor, its affiliates, representatives and certain the initial shareholders of CSLM (the “Initial Shareholders”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of CSLM Class A Ordinary Shares, a conflict of interest may exist in determining whether the Business Combination with Fusemachines is appropriate. Such interests include that the Initial Shareholders, will lose their entire investment in CSLM if CSLM does not complete a business combination. When you consider the recommendation of the CSLM Board in favor of approval of the Business Combination, you should keep in mind that the Initial Shareholders, have interests in such

proposal that are different from, or in addition to (which may conflict with), those of the CSLM shareholders generally.

These conflicts of interest include, among other things, the interests listed below:

These interests may influence CSLM’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby. These interests were considered by the CSLM Board when it approved the Business Combination.

For more information, please see Section - “DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF CSLM PRIOR TO THE BUSINESS COMBINATION - Conflicts of interest” on page 239.

CSLM will hold an extraordinary general meeting of its shareholders (the “extraordinary general meeting”) to consider matters relating to the Business Combination at [●], Eastern Time, on [●]. The extraordinary general meeting will be a virtual meeting conducted via live webcast. For the purposes of Cayman Islands law and the Current Charter, the physical location of the meeting will be at 2400 E. Commercial Boulevard, Suite 900, Fort Lauderdale, FL 33308. You or your proxyholder will also be able to attend and vote at the extraordinary general meeting online by visiting [●] and using a control number assigned by Continental Stock Transfer & Trust Company (the “Transfer Agent”). To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your shares in CSLM, please contact Advantage Proxy, Inc. our proxy solicitor, by email at karen@advantageproxy.com. Individuals may also call Advantage Proxy toll free at 877-870-8565; banks and brokers can call 206-870-8565. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at [●].

This document is (i) a prospectus related to the issuance by Pubco of Pubco Common Stock and Pubco Warrants in the Business Combination, (ii) a proxy statement for CSLM to use in soliciting proxies for the extraordinary general meeting, and (iii) a prospectus for the sale by the selling stockholders of Pubco Common Stock and Pubco Warrants received in the Business Combination.

This proxy statement/prospectus provides shareholders of CSLM with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of CSLM. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 66 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

CSLM ACQUISITION CORP.

Cayman Islands Exempted Company

(Company Number WC-374301)

2400 E. Commercial Boulevard, Suite 900,

Fort Lauderdale, FL 33308

(954) 315-9380

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [●]

To the Shareholders of CSLM Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of CSLM Acquisition Corp., a Cayman Islands exempted company (“CSLM”), will be held virtually at [●], Eastern Time, on [●]. The extraordinary general meeting will be a virtual meeting conducted via live webcast at [●]. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of CSLM (as may be amended from time to time, the “Current Charter”), the physical location of the extraordinary general meeting will be at the offices of CSLM at 2400 E. Commercial Boulevard, Suite 900, Fort Lauderdale, FL 33308. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

(1) Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution and adopt the Merger Agreement, dated as of January 22, 2024, as amended on August 27, 2024, (as may be amended and/or restated from time to time, the “Merger Agreement”), by and among CSLM, CSLM Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CSLM (“Merger Sub”), Fusemachines Inc., a Delaware company (“Fusemachines”), and CSLM Holdings, Inc. (post-Merger, as defined below - “Pubco”) and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Proposed Transaction” or “Business Combination”). Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, as amended, (“DGCL”), Merger Sub will merge with and into Fusemachines (the “Merger”), with Fusemachines continuing as the surviving entity of the Merger and becoming a wholly-owned subsidiary of Pubco, as described in more detail in the attached proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that CSLM’s entry into the Merger Agreement, dated as of January 22, 2024 as amended on August 27, 2024 (as may be amended and/or restated from time to time, the “Merger Agreement”), by and among CSLM, CSLM Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CSLM (“Merger Sub”), Fusemachines Inc., a Delaware company (“Fusemachines”), and CSLM Holdings, Inc. (a copy of which is attached to the proxy statement/prospectus as Annex A), pursuant to which, among other things, following the Domestication of CSLM to the State of Delaware as described below, the merger of Merger Sub with and into Fusemachines (the “Merger”), with Fusemachines surviving the Merger, in accordance with the terms and subject to the conditions of the Merger Agreement, and in accordance with the Delaware General Corporation Law, as amended, to be approved, ratified and confirmed in all respects.”

(2) Proposal No. 2 — The Domestication Merger Proposal — The holders of the CSLM Ordinary Shares issued and outstanding, voting as a separate class, to consider and vote upon a proposal to approve by way of special resolution of the holders of the CSLM Ordinary Shares that: (a) CSLM be and is hereby authorized to merge with and into CSLM Holdings, Inc. with CSLM Holdings, Inc. being the surviving company (such surviving company “Pubco”) and all the undertaking, property and liability of CSLM vest in CSLM Holdings, Inc. by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands and the DGCL; (b) the Plan of Merger, the form of which is attached to the proxy statement/consent solicitation statement/prospectus as Exhibit 3.6 (the “Plan of Merger”), be authorized, approved and confirmed in all respects and CSLM be authorized to enter into the Plan of Merger; and (c) the Plan of Merger be executed by any one director of CSLM (a “Director”) on behalf of CSLM and any Director or,

with their authorization, CSLM’s officers on behalf of CSLM, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and with the Secretary of State of the State of Delaware.” Upon the effectiveness of the Domestication, Pubco will become a Delaware corporation and will change its corporate name to “Fusemachines Inc.” and all outstanding securities of CSLM will convert into securities of Pubco, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Merger Proposal.” The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution of the holders of Ordinary Shares that: (a) CSLM be and is hereby authorized to merge with and into CSLM Holdings, Inc. with CSLM Holdings, Inc. being the surviving company and all the undertaking, property and liability of CSLM vest in CSLM Holdings, Inc. by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands and the DGCL; (b) the Plan of Merger, the form of which is attached to the proxy statement/consent solicitation statement/prospectus as Exhibit 3.6 (the “Plan of Merger”), be authorized, approved and confirmed in all respects and CSLM be authorized to enter into the Plan of Merger; and (c) the Plan of Merger be executed by any one director of CSLM (a “Director”) on behalf of CSLM and any Director or, with their authorization, CSLM’s officers on behalf of CSLM, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and with the Secretary of State of the State of Delaware.”

(3) Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Pubco Common Stock and securities convertible into shares of Pubco Common Stock to (i) the Fusemachines equityholders pursuant to the Merger Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements CSLM may enter into prior to Closing. We refer to this proposal as the “Stock Issuance Proposal”. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Pubco Common Stock to Fusemachines equityholders pursuant to the Merger Agreement, and any other persons pursuant to subscription, purchase or similar agreements CSLM may enter into prior to Closing be approved in all respects.”

(4) Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve by way of special resolution the Proposed Charter and the proposed new bylaws (“Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Pubco (a corporation incorporated in the State of Delaware), (the “Organizational Documents Proposal”). The forms of each of the Proposed Charter and the Proposed Bylaws are attached to the accompanying proxy statement/prospectus as Annex B-1 and Annex B-2, respectively. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that the Current Charter currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter and Proposed Bylaws (copies of which are attached to the proxy statement/prospectus as Annex B-1 and Annex B-2, respectively), with such principal changes as described in the Advisory Organizational Documents Proposals 5A through 5F.”

(5) Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six (6) separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by way of ordinary resolution the following material differences between the Current Charter and the Proposed Organizational Documents:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the authorized share capital of CSLM be amended and redesignated from 500,000,000 CSLM Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 CSLM Class B Ordinary Shares par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to 500,000,000 shares of Pubco Common Stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share, as described in Advisory Organizational Documents Proposal 5A.”

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that (a) Delaware be adopted as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States be adopted as the exclusive forum for asserting a cause under the Securities Act, as described in Advisory Organizational Documents Proposal 5B.”

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions providing that the affirmative vote of at least 66 and 2/3% of the voting power of all the then outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Article V(B), Article VII, Article VIII, Article IX, Article X, Article XI, Article XII, Article XIII and Article XIV of the Proposed Charter; provided that, so long as any shares of Pubco Common Stock remain outstanding, Pubco may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Pubco Common Stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of the Proposed Charter in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Pubco Common Stock so as to affect them adversely as described in Advisory Organizational Documents Proposal 5C, be approved.”

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions permitting the removal of a director, with or without cause, by the affirmative vote of at least 66

and 2/3% of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class, as described in Advisory Organizational Documents Proposal 5D, be approved.”

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions requiring or permitting stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting, as described in Advisory Organizational Documents Proposal 5E, be approved.”

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that certain additional changes, including, among other things, (i) making Pubco’s corporate existence perpetual and (ii) removing certain provisions related to CSLM’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the CSLM Board believes is necessary to adequately address the needs of Pubco after the Business Combination, as described in Advisory Organizational Documents Proposal 5F, be approved.”

(6) Proposal No. 6 — The Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the Equity Incentive Plan (the “Equity Incentive Plan Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the Fusemachines Inc. Equity Incentive Plan (a copy of which is attached to this proxy statement/prospectus as Annex C) and any form award agreements thereunder, be approved and adopted in all respects.”

(7) Proposal No. 7 — The Adjournment Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting be approved.”

Each of Proposal Nos. 1, 2, 3, 4, 5A and 6 is cross-conditioned on the approval of each other (the “Condition Precedent Proposals”). The Advisory Organizational Documents Proposal 5B-F and the Adjournment Proposal are not cross-conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Notwithstanding the order of the resolutions on the notice to the extraordinary general meeting, the Adjournment Proposal may be presented first to the shareholders if, based on the tabulated vote collected at the time of the extraordinary general meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals.

Only holders of record of CSLM Ordinary Shares at the close of business on [●] (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to CSLM’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of CSLM’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 66 of this proxy statement/prospectus.

After careful consideration, the board of directors of CSLM (the “CSLM Board”) has unanimously approved the Proposed Transaction and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Proposed Transaction, and “FOR” all other proposals presented to CSLM’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the CSLM Board, you should keep in mind that CSLM’s directors and officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. Additionally, the Sponsor (as defined below) has the right to vote an aggregate of [*] shares, or approximately [*]% of the issued and outstanding CSLM Ordinary Shares, and the Sponsor owns the sole outstanding CSLM Class B Ordinary Share. Accordingly, the Sponsor will be able to approve the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals. See “The Business Combination Proposal — Certain Interests of CSLM’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Pursuant to the Current Charter, a holder of Public Shares (as defined herein) (a “Public Shareholder”) may request that CSLM redeem all or a portion of its Public Shares for cash if the Proposed Transaction is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●], Eastern Time, on [●] (up to two business days prior to the initially scheduled vote on the Business Combination Proposal ) in order for their Public Shares to be redeemed.

Holders of CSLM Units must elect to separate Units held by them into the underlying Public Shares, Public Rights and Public Warrants prior to exercising their redemption rights with respect to the Public Shares. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely tenders or delivers its share certificates (if any) and other

redemption forms (as applicable) to the Transfer Agent, CSLM will redeem such Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of a Business Combination, including interest earned on the Trust Account and not previously released to the CSLM to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue For illustrative purposes, as of the Record Date, this would have amounted to approximately $[●] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting of CSLM — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without CSLM’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without CSLM’s prior consent.

The Merger Agreement is subject to the satisfaction or waiver of customary closing conditions, including, among others: (a) approval of the Business Combination and related agreements and transactions by the respective shareholders of CSLM and Fusemachines; (b) the effectiveness of the registration statement on Form S-4 filed by CSLM of which the accompanying proxy statement/prospectus forms a part; (c) the Pubco Common Stock being approved for listing on Nasdaq or another national securities exchange; and (d) the PIPE Investment Amount shall be not less than the sum of (i) $8,240,000 and (ii) the outstanding balance under the 2nd Amended and Restated Promissory Note of up to $2 million. Conditions (a) through (d) above are subject to waiver (where permissible) by all parties to the Merger Agreement. The “maximum redemptions scenario” presented throughout the accompanying proxy statement/prospectus reflects the redemption of 100% of the Public Shares that are not subject to non-redemption agreements.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by holders of CSLM Ordinary Shares, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting. The approval of the Organizational Documents Proposal and the Domestication Merger requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than least two-thirds of the votes cast by the CSLM Ordinary Shares, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting.

The Sponsor and each director and officer of CSLM (collectively, the “Insiders”) have agreed to, among other things, vote in favor of the Proposed Transaction, and to waive their redemption rights in connection with the consummation of the Proposed Transaction with respect to any CSLM Ordinary Shares held by them. Such redemption rights waiver was provided in connection with CSLM’s IPO and without any separate consideration paid in connection with providing such waiver. The Sponsor, which includes among its members each of the directors and officers of CSLM, owns 4,743,750 CSLM Ordinary Shares, including one CSLM Class B Share, 7,942,500 Private Placement Warrants (of which it shall irrevocably forfeit and surrender to CSLM 3,971,250 such Private Placement Warrants at the Closing). As a result, as of the date of the accompanying proxy statement/prospectus, the Insiders own approximately [ ]% of the issued and outstanding CSLM Ordinary Shares. Accordingly, the Insiders will be able to approve the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal, even if all other outstanding shares are voted against such proposals.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention is not a vote cast. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Proposed Transaction and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your CSLM Ordinary Shares, please contact Advantage Proxy, Inc., our proxy solicitor, by email at Karen@advantageproxy.com. Individuals may also call Advantage Proxy toll free at 877-870-8565; banks and brokers can call 206-870-8565. This notice of extraordinary general meeting and the proxy statement/prospectus are available at [●].

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of CSLM Acquisition Corp.

TO EXERCISE YOUR REDEMPTION RIGHTS, AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING YOU MUST (1) IF YOU HOLD CSLM CLASS A ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES, PUBLIC RIGHTS AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. The accompanying proxy statement/prospectus is dated [●], 2024 and is first being mailed to shareholders on or about [●], 2024.

TABLE OF CONTENTS

i

Annexes

ii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by CSLM, constitutes a prospectus of Pubco under Section 5 of the Securities Act , with respect to the Pubco Common Stock and Pubco Warrants to be issued to CSLM shareholders and warrantholders and Fusemachines equityholders if the Business Combination described herein is consummated. This document also constitutes a proxy statement of CSLM under Section 14(a) of the Exchange Act, and a notice of meeting with respect to the extraordinary general meeting of CSLM.

You should rely only on the information contained in this proxy statement/prospectus. CSLM and Fusemachines have not authorized anyone to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated [●], and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

You may request copies of this proxy statement/prospectus, without charge, by written request to CSLM’s Chief Executive Officer at 2400 E. Commercial Boulevard, Suite 900, Fort Lauderdale, FL 33308; or to Advantage Proxy LLC, our proxy solicitor, by email at karen@advantageproxy.com. Individuals may also call Advantage Proxy toll free at 877-870-8565; banks and brokers can call 206-870-8565, or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of CSLM to be held virtually on [●], you must request the information no later than five business days prior to the date of the extraordinary general meeting, by [●].

1

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “CSLM” refer to CSLM Acquisition Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter a corporation incorporated under the laws of the State of Delaware). Following the Domestication, CSLM will be renamed “Fusemachines Inc.” and referred to in this document as Pubco.

In this document:

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Pubco, the Sponsor, certain Fusemachines shareholders and certain other parties thereto upon the completion of the Proposed Transaction. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex D.

“Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by CSLM that more time is necessary or appropriate to approve one or more proposal at the extraordinary general meeting.

“Advantage Proxy” means Advantage Proxy, Inc., proxy solicitor to CSLM.

“Advisory Organizational Documents Proposals” means the proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Organizational Documents.

“Aggregate Fully Diluted Fusemachines Common Stock” means the sum, without duplication, of (a) all shares of Fusemachines Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Company Common Stock issuable upon conversion of all shares of Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time; plus (c) the aggregate number of shares of Company Common Stock issuable upon full exercise of all Company Options (whether vested or unvested); plus (d) the aggregate number of shares of Company Common Stock issuable upon full conversion of all Company Convertible Notes that are outstanding immediately prior to the Effective Time; plus (e) the aggregate number of shares of Company Common Stock issuable upon full conversion, exercise or exchange of any other securities of the Company outstanding immediately prior to the Effective Time directly or indirectly convertible into or exchangeable or exercisable for shares of Company Common Stock.

“Aggregate Merger Consideration” means a number of shares of Pubco Common Stock equal to the quotient obtained by dividing (i) the Base Purchase Price of $200,000,000 by (ii) $10.00, in exchange for all of Aggregate Fully Diluted Fusemachines’ Common Stock.

“Ancillary Agreements” means each of the agreements and instruments contemplated by the Merger Agreement or otherwise related to the transactions contemplated by the Merger Agreement and such other agreements or instruments contemplated by the Merger Agreement, in each case that was executed and delivered on the date of the Merger Agreement or on or prior to the date of Closing by CSLM, Merger Sub, the Sponsor, Fusemachines, a Fusemachines securityholder and/or any of their respective affiliates, including, the A&R Registration Rights Agreement, the Proposed Charter, the Proposed Bylaws, the Sponsor Support Agreement, the Fusemachines Support Agreement and the Founder Transaction Bonus Agreement.

“Base Purchase Price” means $200,000,000.

“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Proposed Transaction.

2

“Current Charter” means CSLM’s Amended and Restated Memorandum and Articles of Association, as amended from time to time.

“Cayman Registrar” means the Registrar of Companies in the Cayman Islands.

“Closing” means the closing of the Proposed Transaction.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” means CSLM Acquisition Corp.

“Companies Act” refers to the Cayman Islands Companies Act (As Revised).

“Company Revenue” means for the applicable earnout period, the revenues of Fusemachines on a consolidated basis, calculated in accordance with U.S. GAAP and determined on a basis consistent with past practices.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, and the Equity Incentive Plan Proposal.

“Continental” or “Transfer Agent” means Continental Stock Transfer & Trust Company.

“Conversion Ratio” means the quotient obtained by dividing (a) the number of shares constituting the Aggregate Merger Consideration, by (b) the number of shares constituting the Aggregate Fully Diluted Fusemachines Common Stock immediately prior to Effective Time.

“CSLM” means CSLM Acquisition Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

“CSLM Board” means the board of directors of CSLM prior to the Closing.

“CSLM Class A Ordinary Shares” means, prior to the Domestication, the Class A ordinary shares of CSLM, par value $0.0001 per share.

“CSLM Class B Ordinary Shares” means, prior to the Domestication, the Class B ordinary shares of CSLM, par value $0.0001 per share.

“CSLM Ordinary Shares” means, collectively, the CSLM Class A Ordinary Shares and the CSLM Class B Ordinary Shares.

“CSLM Rights” or “Public Rights” means the public rights included in the CSLM Units, where one right entitles the holder to receive one-tenth of one CSLM Class A Ordinary Share.

“CSLM Units” means the units sold in the IPO (including pursuant to the overallotment option) consisting of one CSLM Class A Ordinary Share, one CSLM Right to receive one-tenth of one CSLM Class A Ordinary Share, and one-half of one CSLM Warrant.

“CSLM Warrant” means a redeemable warrant exercisable for one CSLM Class A Ordinary Share at an exercise price of $11.50 per share.

3

“Current Charter” means CSLM’s Amended and Restated Memorandum and Articles of Association, as amended from time to time.

“DGCL” means the Delaware General Corporation Law, as amended.

“Domestication” means the merger of CSLM with and into CSLM Holdings, Inc., a Delaware corporation and wholly owned subsidiary of CSLM, upon which the separate existence of CSLM will cease and CSLM Holdings, Inc. will be the surviving corporation (such surviving company, “Pubco”) in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) (the “Companies Act”), the Certificate of Merger, which is filed as Exhibit 3.6 to this proxy statement/prospectus (the “Certificate of Merger”), and the Current Charter.

“Domestication Merger Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Effective Time” means the effective time of the Business Combination.

“Equity Incentive Plan” means the Fusemachines Inc. Equity Incentive Plan, which will become effective upon the Closing. A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex C.

“Equity Incentive Plan Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Equity Incentive Plan.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extraordinary General Meeting” means the extraordinary general meeting of CSLM’s shareholders, to be held virtually at [●], Eastern Time on [●], via live webcast at [●], and any adjournments or postponements thereof.

“Founder Shares” means the 4,743,750 currently outstanding CSLM Class A Ordinary Shares and one CSLM Class B Ordinary Share owned by the Sponsor.

“Fusemachines” means Fusemachines Inc., a Delaware company, and, if the context requires, Fusemachines Inc. together with its subsidiaries.

“Fusemachines Board” means the board of directors of Fusemachines prior to the Closing.

“Fusemachines Common Stock” means the common stock, no par value, of Fusemachines.

“Fusemachines Convertible Notes” means each of Fusemachines’ issued and outstanding convertible promissory notes.

“Fusemachines Option” means each option (whether vested or unvested) to purchase shares of Fusemachines Common Stock outstanding immediately prior to the Effective Time.

“Fusemachines Stockholder” means a holder of shares of Fusemachines Common Stock prior to the Closing.

“Fusemachines Support Agreement” means the support agreement, dated as of January 22, 2024, entered by and among CSLM, Fusemachines and certain shareholders of Fusemachines, as it may be amended and supplemented from time to time, pursuant to which such Fusemachines shareholders have agreed, among other things, to vote in favor of the adoption and approval of the Business Combination. A copy of the Fusemachines Support Agreement is attached to this proxy statement/prospectus as Annex E.

4

“Founder Shares” means the 4,743,750 currently outstanding CSLM Class A Ordinary Shares and one CSLM Class B Ordinary Share owned by the Sponsor.

“GAAP” means U.S. generally accepted accounting principles.

“IRS” means the U.S. Internal Revenue Service.

“Insiders” means the Sponsor and each director and officer of CSLM.

“Insider Letter” means CSLM’s letter agreements with the Insiders, dated January 12, 2022, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Units, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account. No separate consideration was paid to the Insiders in connection with the waiver of Redemption Rights.

“IPO” or “Initial Public Offering” means CSLM’s initial public offering of the CSLM Units, (consisting of CSLM Class A Ordinary Shares, CSLM Rights and CSLM Warrants) pursuant to registration statements on Form S-1 declared effective by the SEC on January 12, 2022 (SEC File No. 333-261570). On January 18, 2022, CSLM completed its initial public offering.

“Marshall & Stevens” means Marshall & Stevens Transaction Advisory Services, LLC, the fairness opinion provider to CSLM.

“Maximum Redemptions Scenario” means a redemptions scenario that assumes that 1,372,437 Public Shares, or approximately 22% of the outstanding Public Shares and 100% of all Public Shares that are not subject to non-redemption Agreements, are redeemed in connection with the Business Combination for an aggregate payment of approximately $15.5 million from the Trust Account at a redemption price of approximately $11.35 per share.

“Merger” means the statutory merger of Merger Sub with and into Fusemachines pursuant to the terms of the Merger Agreement with Fusemachines continuing as the surviving entity and a wholly-owned subsidiary of Pubco and changing its name to “Fusemachines USA, Inc.”.

“Merger Agreement” means the Merger Agreement, dated as of January 22, 2024, as amended on August 27, 2024 by and among CSLM, Merger Sub, Fusemachines and CSLM Holdings, Inc., and as it may be further amended and/or restated from time to time. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

“Merger Sub” means CSLM Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of CSLM.

“Nasdaq” means The Nasdaq Stock Market LLC.

“No Additional Redemptions Scenario” means a redemptions scenario that assumes that no Public Shares are redeemed in connection with the Business Combination.

“Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve by special resolution the Proposed Charter and the Proposed Bylaws. A copy of each of the Proposed Charter and the Proposed Bylaws is attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively.

“Person” means any individual, firm, corporation, partnership, limited liability company, association, trust, joint venture, joint stock company, governmental authority or instrumentality or other entity or organization of any other kind.

5

“PIPE Financing” means any purchase by investors of CSLM shares in connection with a private placement at or prior to the Closing on terms mutually agreeable to CSLM and Fusemachines, acting reasonably. At the time of this filing, there is no commitment for any PIPE Financing and there can be no assurance that CSLM and Fusemachines will enter into agreements for any PIPE Financing.

“Private Placement Shares” means the CSLM Class A Ordinary Shares underlying the Private Placement Warrants.

“Private Placement Warrants” means CSLM 7,942,500 private placement warrants, each exercisable for one CSLM Class A ordinary share, of which 3,971,250 CSLM private placement warrants shall be forfeited at the Closing.

“Proposed Bylaws” mean the proposed bylaws of Pubco to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B-2.

“Proposed Charter” means the proposed certificate of incorporation of Pubco to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B-1.

“Proposed Organizational Documents” means the Proposed Charter and the Proposed Bylaws.

“Proposed Transaction” or “Business Combination” means the transactions contemplated by the Merger Agreement and the other agreements contemplated therein.

“Pubco” means CSLM Holdings, Inc. following its merger with CSLM (which will be renamed “Fusemachines Inc.”).

“Pubco Board” means the board of directors of Pubco subsequent to the Closing.

“Pubco Common Stock” means the common stock of Pubco, par value $0.0001 per share.

“Pubco Security” means a share of Pubco Common Stock or an Pubco Warrant.

“Pubco Warrant” means a CSLM Warrant that will become exercisable for one share of Pubco Common Stock subsequent to the Closing.

“Public Rights” means the rights included in the CSLM Units, each right entitles the holder thereof to one-tenth of one CSLM Class A Ordinary Share.

“Public Shareholders” means the holders of CSLM Class A Ordinary Shares that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Shares” means the CSLM Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the CSLM Units or thereafter in the open market) and, following the Domestication, the shares of Pubco Common Stock received in connection with the Domestication upon conversion of such CSLM Class A Ordinary Shares.

“Public Warrant Holders” means the holders of the Public Warrants of CSLM.

“Public Warrants” means the CSLM Warrants sold in the IPO (whether they were purchased in the IPO as part of the CSLM Units or thereafter in the open market).

“Record Date” means [●].

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“Redemption” means the redemption of Public Shares for the Redemption Price.

“Redemption Price” means a per-share redemption price payable in cash equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay income taxed, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue.

“Redemption Rights” means the rights of the Public Shareholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Current Charter and this proxy statement/prospectus.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the Domestication Merger Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Equity Incentive Plan Proposal and (g) the Adjournment Proposal, if presented.

“Sponsor” means Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited partnership.

“Sponsor Shares” means 4,743,750 of the Founder Shares held by the Sponsor.

“Sponsor Support Agreement” means the Sponsor support agreement, dated as of January 22, 2024, entered by and among CSLM, Fusemachines and the Sponsor, as it may be amended and supplemented from time to time, pursuant to which the Sponsor has agreed, among other things, to vote in favor of the adoption and approval of the Business Combination, forfeit certain Sponsor Shares and make the Share Contribution. A copy of the Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex F.

“Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Pubco Common Stock and securities convertible into shares of Pubco Common Stock to (i) the Fusemachines equityholders pursuant to the Merger Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements CSLM may enter into prior to Closing.

“Trust Account” means the trust account of CSLM, which holds the net proceeds from the IPO and the sale of the Private Placement Units, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of January 12, 2022, by and between CSLM and the Transfer Agent, as trustee, as amended.

“Warrant Agreement” means the Warrant Agreement, dated as of January 12, 2022, between CSLM and the Transfer Agent, as warrant agent, which governs CSLM’s outstanding warrants.

“25% Redemptions Scenario” means a redemptions scenario that assumes that 343,176 Public Shares are redeemed for an aggregate payment of approximately $[*] million at an assumed redemption price of approximately $[*] per share, which represents approximately 25% of the Public Shares that are not subject to non-redemption Agreements.

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“50% Redemptions Scenario” means a redemptions scenario that assumes that 686,344 Public Shares are redeemed for an aggregate payment of approximately $[*] million at an assumed redemption price of approximately $[*] per share, which represents approximately 50% of the Public Shares that are not subject to non-redemption Agreements.

“75% Redemptions Scenario” means a redemptions scenario that assumes that 1,029,515 Public Shares are redeemed for an aggregate payment of approximately $[*] million at an assumed redemption price of approximately $[*] per share, which represents approximately 75% of the Public Shares that are not subject to non-redemption Agreements.

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MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. However, information contained in this proxy statement/prospectus concerning the market and the industry in which Fusemachines competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Fusemachines based on such sources and Fusemachines’ knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which Fusemachines operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Fusemachines’ Business” and elsewhere in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for CSLM and Fusemachines to complete the Proposed Transaction. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and CSLM and Fusemachines managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of CSLM, Fusemachines and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing CSLM’s or Fusemachines’ views as of any subsequent date. Neither CSLM nor Fusemachines undertakes any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF CSLM

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Proposed Transaction. The following questions and answers do not include all the information that is important to CSLM’s shareholders. CSLM urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Proposed Transaction and the voting procedures for the extraordinary general meeting, which will be held at [●], Eastern Time, on [●], virtually via live webcast. For the purposes of Cayman Islands law and the Current Charter (as defined herein), the physical location of the extraordinary general meeting will be at the offices of CSLM at 2400 E. Commercial Boulevard, Suite 900, Fort Lauderdale, FL 33308. To participate in the extraordinary general meeting online, visit [●] and enter the 12-digit control number included on your proxy card. You may register for the extraordinary general meeting as early as [●], Eastern Time, on [●]. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

CSLM shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Proposed Transaction. The Merger Agreement provides for, among other things, (i) the Domestication of CSLM and (ii) the Merger of Merger Sub with and into Fusemachines, with Fusemachines surviving the Merger, in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in this proxy statement/prospectus. See “The Domestication Merger Proposal” and “The Business Combination Proposal” for more detail.

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF CSLM AND FUSEMACHINES.

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If CSLM’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could be terminated and the Proposed Transaction may not be consummated. See “The Business Combination Proposal,” “The Domestication Merger Proposal,” “The Stock Issuance Proposal,” “The Organizational Documents Proposal,” and “The Equity Incentive Plan Proposal,” of this proxy statement/prospectus, respectively.

CSLM will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Proposed Transaction and the other matters to be acted upon at the extraordinary general meeting. Shareholders of CSLM should read it carefully.

After careful consideration, the CSLM Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Merger Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Equity Incentive Plan Proposal, and (g) the Adjournment Proposal, if presented, are in the best interests of CSLM and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of CSLM’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CSLM and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, CSLM’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of CSLM’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Fusemachines is a global provider of enterprise Artificial Intelligence (“AI”) products and solutions. Fusemachines also provides high quality AI education in underserved communities and helping organizations achieve their full potential with AI.

Based on CSLM’s due diligence investigations of Fusemachines and the industry in which it operates, including the financial and other information provided by Fusemachines in the course of CSLM’s due diligence investigations, the CSLM Board believes that the Proposed Transaction with Fusemachines is in the best interests of CSLM and presents an opportunity to increase shareholder value. However, there is no assurance that the Proposed Transaction with Fusemachines will increase shareholder value. See “The Business Combination Proposal — CSLM Board of Director’s Reasons for the Approval of the Business Combination” for additional information.

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Although the CSLM Board believes that the Proposed Transaction with Fusemachines presents an attractive business combination opportunity and is in the best interests of CSLM and its shareholders, the CSLM Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in “The Business Combination Proposal — CSLM Board of Director’s Reasons for the Approval of the Business Combination,” as well as in “Risk Factors — Risks Related to Fusemachines’ Business”.

Pursuant to the Merger Agreement, at the Effective Time, each option (whether vested or unvested) (each, a “Fusemachines Option”) to purchase shares of common stock of Fusemachines (“Fusemachines Common Stock”) that is outstanding as of immediately prior to the Effective Time will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Fusemachines Option (including expiration date, vesting conditions, and exercise provisions), the number of shares of Pubco Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Fusemachines Option as of immediately prior to the Effective Time by the Conversion Ratio (as defined below), at an exercise price per share of Pubco Common Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Fusemachines Option divided by (B) the Conversion Ratio (a “Converted Stock Option”). At the Effective Time, Pubco will assume all obligations of Fusemachines with respect to each Converted Stock Option.

Pursuant to the Merger Agreement, effective immediately prior to the Effective Time, each of the Company’s issued and outstanding convertible promissory notes (the “Company Convertible Notes”) shall be (i) treated in accordance with the terms of the relevant agreement governing such Company Convertible Notes, and (ii) converted into Company Preferred Stock or Company Common Stock, as applicable.

The “Conversion Ratio” is the quotient obtained by dividing (i) the number of shares of Pubco Common Stock constituting the Aggregate Merger Consideration, by (ii) the “Aggregate Fully Diluted Fusemachines Common Stock”, which means: the sum, without duplication, of (a) all shares of Fusemachines Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Company Common Stock issuable upon conversion of all shares of Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time; plus (c) the aggregate number of shares of Company Common Stock issuable upon full exercise of all Fusemachines Options (whether vested or unvested); plus (d) the aggregate number of shares of Company Common Stock issuable upon full conversion of all Company Convertible Notes that are outstanding immediately prior to the Effective Time; plus (e) the aggregate number of shares of Fusemachines Common Stock issuable upon full conversion, exercise or exchange of any other securities of Fusemachines outstanding immediately prior to the Effective Time directly or indirectly convertible into or exchangeable or exercisable for shares of Fusemachines Common Stock.

The proposed new bylaws of Pubco (the “Proposed Bylaws”) will provide that the Pubco Common Stock issued as consideration pursuant to the Merger will be subject to a lock-up for a period of the shorter period of (i) one year after the Closing Date and (ii) subsequent to the Closing Date, (x) if the last reported sale price of Pubco Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing Date or (y) the date following the Closing Date on which the Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Pubco’s shareholders having the right to exchange their Pubco Common Stock for cash, securities or other property. The board of

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directors of Pubco may, in its sole discretion, determine to waive, amend or repeal such lock-up obligations, whether in whole or in part. For information on the percentage of the issued and outstanding shares of Pubco Common Stock immediately following the Closing that are expected to be held by the Fusemachines Securityholders, the Sponsor and CSLM’s current public security holders, in various redemption scenarios, based on Fusemachines’ balance of capital stock as of December 31, 2023, see “— What equity stake will current CSLM shareholders and Fusemachines Securityholders hold in Pubco immediately after the consummation of the Proposed Transaction?”

The following summarizes the pro forma ownership of Pubco Common Stock immediately following the Business Combination under several redemption scenarios: no additional redemptions, 25%, 50%, 75% redemptions, and full redemptions.

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Stockholders will experience additional dilution to the extent Pubco issues additional shares of Common Stock after the closing of the Business Combination. The table above excludes any shares of Common Stock that will be issuable upon the exercise of the 3,971,250 Private Warrants and 9,487,500 public warrants.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Condensed Combined Pro Forma Financial Information”. For more information, including the ownership percentages in the no additional redemptions scenario and the effect of certain dilutive securities, see the section entitled “The Business Combination Proposal — Ownership of Pubco after the Closing”.

In addition, the Sponsor or an affiliate of the Sponsor has issued an unsecured promissory note to CSLM up to an aggregate amount of $2,750,000 (the “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 $2,750,000 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 Warrants issued in the IPO.

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These conflicts of interest include, among other things, the interests listed below:

These interests may influence CSLM’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby. These interests were considered by the CSLM Board when it approved the Business Combination. For more information, please see Section - “DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF CSLM PRIOR TO THE BUSINESS COMBINATION - Conflicts of interest” on page 239.

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To effect the Domestication, CSLM will merge with and into CSLM Holdings, Inc., a Delaware corporation and wholly owned subsidiary of CSLM, upon which the separate existence of CSLM will cease and CSLM Holdings, Inc. will be the surviving corporation (such surviving company “Pubco”) in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) (the “Companies Act”), the Certificate of Merger, which is filed as Exhibit 3.6 to this proxy statement/prospectus (the “Certificate of Merger”), and the amended and restated memorandum and articles of association of CSLM (as may be amended from time to time, the “Current Charter”),

The approval of the Domestication Merger Proposal is a condition to the Closing under the Merger Agreement. The approval of the Domestication Merger Proposal requires a special resolution under Cayman Islands law of holders of CSLM Ordinary Shares, voting as a separate class, represented in person or by proxy and entitled to vote thereon and who does so at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

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Furthermore, even if the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. Holder of CSLM securities may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its CSLM securities for Pubco securities pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of Pubco securities received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding CSLM securities surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of CSLM Securities — Passive Foreign Investment Company Status.”

If the Domestication does not qualify as a reorganization, then a U.S. Holder that exchanges its CSLM securities for Pubco securities will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the Pubco Common Stock and Pubco Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the Public Shares, Public Rights and Public Warrants exchanged.

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Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s shares of Public Shares after the Domestication.

For a more detailed discussion of certain U.S. federal income tax consequences of the Domestication, see “Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of CSLM Securities” in this proxy statement/consent solicitation statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Domestication.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without CSLM’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without CSLM’s prior consent.

As part of the Insider Letter entered into at the time of CSLM’s IPO, the Insiders agreed to waive their Redemption Rights with respect to all of the Founder Shares in connection with the completion of the Business Combination. The Insiders did not receive any separate consideration paid in connection with providing such waiver.

Holders of CSLM Warrants and CSLM Rights do not have redemption rights with respect to their CSLM Warrants and CSLM Rights.

Holders of Public Shares who also hold Public Warrants and Public Rights may elect to redeem their Public Shares, and still retain their Public Warrants and Public Rights. The aggregate value of the 8,250,000 Public Warrants based on the closing price of $[*] per Public Warrant on [*], 2024 was approximately $[*]. Public Shareholders who redeem their Public Shares may continue to hold any Public Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such Public Warrants, if despite such redemptions, the Business Combination was consummated. We cannot predict the ultimate value of the Public Warrants following consummation of the Business Combination.

As indicated elsewhere in this proxy statement/prospectus, the outstanding CSLM Warrants and Public Rights represent potential additional dilution to CSLM Shareholders. See “Summary of the Proxy Statement/Prospectus — Ownership of Pubco After the Closing.” The CSLM Warrants will become exercisable beginning 30 days after the Closing. For a discussion of the risks relating to warrant dilution, see “Risk Factors — Pubco Warrants will become exercisable for Pubco Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. Such dilution will increase if more shares of CSLM Class A Ordinary Shares are redeemed.”

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Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●], Eastern Time, on [●] (up to two business days prior to the initially scheduled meeting to vote on the Business Combination Proposal) in order for their Public Shares to be redeemed.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” beginning on page 29 of this proxy statement/prospectus.

Holders of CSLM Units must elect to separate Units held by them into the underlying Public Shares, Public Rights and Public Warrants prior to exercising their redemption rights with respect to the Public Shares. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[●] per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of CSLM’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your Redemption Rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Proposed Transaction.

A CSLM shareholder may withdraw a request for Redemption until the redemption deadline and, following this deadline, with CSLM’s consent up until the Closing. Furthermore, if a holder of a Public Share tenders or delivers its share certificates (if any) along with the redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that CSLM permit the withdrawal of the request for Redemption and instruct the Transfer Agent to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been tendered or delivered (either physically or electronically) to the Transfer Agent, at least two days prior to the initially scheduled vote on the Business Combination Proposal at the extraordinary general meeting.

If a holder of Public Shares properly makes a request for Redemption and the certificates for Public Shares (if any) along with the redemption forms are tendered or delivered as described above, then, if the Proposed

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Transaction is consummated, Pubco will redeem the Public Shares for a pro rata portion of funds payable in cash, equal to the Shareholders, aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the CSLM to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue.

If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your Redemption Rights, such exercise will not result in the loss of any Public Warrants or Public Rights that you may hold.

Following the consummation of the Business Combination, Pubco has the ability to redeem the outstanding Public Warrants for cash at any time after they become exercisable and prior to their expiration, in whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, among other things, the closing price of Pubco Common Stock is equal to or exceeds $18.00 per share (as adjusted for sub share sub divisions, share capitalizations, reorganizations, recapitalization and the like) for any 20 trading days within a 30-trading day period ending three business days prior to the date on which Pubco sends the notice of redemption to warrant holders. The value received upon redemption of the warrants (i) may be less than the value the holders would have received if they have exercised their warrants at a later time when the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants.

In addition, Pubco will have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, in whole and not in part, at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, among other things, the last reported sale price of the Pubco Common Stock equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days prior to the date on which Pubco sends the notice of redemption to the warrant holders. In such a case, the holders will be able to exercise their Public Warrants on a cashless basis prior to redemption for a number of the Pubco Common Stock determined based on the redemption date and the fair market value of the Pubco Common Stock. If the reference value is less than $18.00 per share, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. Any such redemption may have similar consequences to a cashless redemption described in “Description of Pubco Securities — Redemption of Pubco Warrants when the price per share of Pubco Common Stock equals or exceeds $10.00”. In addition, such redemption may occur at a time when the warrants are “out-of-the-money”, in which case warrant holders would lose any potential embedded value from a subsequent increase in the value of Pubco Common Stock had the warrants remained outstanding. For more information, see “Description of Pubco Securities — Warrants — Public Warrants”.

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In the event that Pubco determines to redeem the Public Warrants pursuant to Section 6.1 or Section 6.2 of the Warrant Agreement, Pubco will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by Pubco not less than thirty (30) days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner herein provided will be conclusively presumed to have been duly given whether or not the registered holder received such notice.

Additionally, because the Domestication will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to Public Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(b) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Considerations.” All holders of Public Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

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Upon consummation of the Proposed Transaction, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their Redemption Rights, to pay transaction fees and expenses associated with the Proposed Transaction, and for working capital and general corporate purposes of Pubco following the Proposed Transaction.

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Marshall & Stevens’ opinion was provided to the CSLM Board (in its capacity as such) in connection with its evaluation of the Merger and was not provided to any other party for any other purpose. See “The Business Combination Proposal — Opinion of Marshall & Stevens, as Financial Advisor to CSLM’s Board of Directors” for additional information regarding the scope, assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken and other matters considered by Marshall & Stevens in connection with the preparation of its fairness opinion.

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For more information about conditions to the consummation of the Proposed Transaction, see “The Business Combination Proposal — Merger Agreement” beginning on page    of this proxy statement/prospectus.

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Pursuant to the terms of the Merger Agreement, as a closing condition, Pubco is required to cause the Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq or another national securities exchange, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, CSLM may not have received from Nasdaq either confirmation of the listing of the Pubco Common Stock or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the Pubco Common Stock would not be listed on any nationally recognized securities exchange.

In addition, pursuant to IM-5101-2(b) of the Nasdaq Listing Rules, we must consummate a Business Combination within 36 months of the effectiveness of our IPO Registration Statement, or by January 12, 2025. If we do not consummate a Business Combination by January 12, 2025, Nasdaq may issue a Staff Delisting Determination under Rule 5810 to delist our securities. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

See “Risk Factors — We are required by the Nasdaq Listing Rules to consummate a Business Combination within 36 months of the effectiveness of our IPO Registration Statement. In the event we do not consummate a Business Combination within this time period, or securities could be subject to delisting.”

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Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the CSLM Ordinary Shares, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting.

Domestication Merger Proposal — The approval of the Domestication Merger Proposal requires a special resolution under Cayman Islands law of holders of CSLM Ordinary Shares, voting as a separate class, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders a majority of not less than two-thirds of votes cast by the holders of CSLM Ordinary Shares, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the CSLM Ordinary Shares, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution, being the affirmative vote of a simple majority of the CSLM Ordinary Shares, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting.

Equity Incentive Plan Proposal — The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the CSLM Ordinary Shares, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the CSLM Ordinary Shares, represented in person or by proxy and entitled to vote thereon and at the extraordinary general meeting.

The Sponsor, which includes among its members each of the directors and officers of CSLM, owns 4,743,750 Founder Shares, including the sole outstanding CSLM Class B Ordinary Share and is the holder of 7,942,500 Private Warrants, of which 3,971,250 are subject to forfeiture at the Closing. Our Sponsor is owned 70% by Consilium Extended Opportunities Fund, L.P. (“CEO Fund”) and 30% by Consilium Investment Capital, Inc., which is the manager of the Sponsor (“CIM” or the “Sponsor Manager”). The Sponsor Manager is equally managed and controlled by Charles Cassel, our Chief Executive Officer, and Jonathan Binder, Chairman of the CSLM Board, each holding a 50% interest. The CEO Fund is 100% owned by Consilium GP, LLC, which is 100% owned by Consilium Investment Management, LLC, which is 100% owned by the Sponsor Manager, all managed by Mr. Cassel and Mr. Binder.

As a result, as of the date of this proxy statement/prospectus, no additional holders of Public Shares will be required to approve the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents

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Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

The existence of financial and personal interests of one or more of CSLM’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CSLM and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, CSLM’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of CSLM’s Directors and Officers and Others in the Business Combination”.

The existence of financial and personal interests of one or more of CSLM’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CSLM and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, CSLM’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of CSLM’s Directors and Officers and Others in the Business Combination”.

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Because the Insiders own approximately 78% of the issued and outstanding CSLM Ordinary Shares, no additional votes of holders of Public Shares will be required to approve the Business Combination Proposal.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●], Eastern Time, on [●] ((up to two business days prior to the initially scheduled meeting vote on the Business Combination Proposal) in order for their Public Shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the funds held in the Trust Account should not submit the certificates relating to their Public Shares.

Upon the Domestication, holders of CSLM Units, CSLM Class A Ordinary Shares and CSLM Warrants will receive shares of Pubco Common Stock and Pubco Warrants, as the case may be, without needing to take

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any action and, accordingly, such holders should not submit any certificates relating to their CSLM Units, CSLM Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above), or CSLM Warrants.

Advantage Proxy, Inc. Tel: 877-870-8565 (toll-free) or 206-870-8565 (banks and brokers can call collect) Email: karen@advantageproxy.com

You also may obtain additional information about CSLM from documents filed with the SEC by following the instructions in “Where You Can Find More Information”. If you are a holder of Public Shares and you intend to seek Redemption, you will need to tender or deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●], Eastern Time, on [●] (two business days prior to the initially scheduled vote on the Business Combination Proposal) in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or tendering or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company 1 State Street, 30^th Floor New York, New York 10004 Attention: SPAC Redemption Team Email: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the extraordinary general meeting, including the Business Combination Proposal, whether or not you plan to attend such meetings, we urge you to read this proxy statement/prospectus (including the Annexes) carefully, including “Risk Factors”. See also “Where You Can Find More Information”.

Parties to the Business Combination

CSLM Acquisition Corp. (“CSLM”)

CSLM is a blank check company incorporated on April 13, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

CSLM Units, CSLM Class A Ordinary Shares, Public Warrants and Public Rights are currently traded on Nasdaq under the ticker symbols “CSLMU,” “CSLM,” “CSLMW,” and “CSLMR” respectively.

CSLM’s principal executive office is located at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. Its telephone number is (954) 315-9380. CSLM’s corporate website address is https://www.cimspac.com/. CSLM’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

CSLM Holdings, Inc.

CSLM Holdings, Inc. is a wholly-owned subsidiary of CSLM formed solely for the purpose of effecting the Domestication and the Business Combination. Pursuant to the Domestication, CSLM will merge with and into CSLM Holdings, Inc. with Pubco being the surviving entity. CSLM Holdings, Inc. was incorporated in Delaware on August 6, 2024. CSLM Holdings, Inc. (post Merger, “Pubco”) owns no material assets and does not operate any business. CSLM Holdings, Inc. principal executive office is located at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. Its telephone number is (954) 315-9380.

Merger Sub

Merger Sub is a wholly-owned subsidiary of CSLM formed solely for the purpose of effecting the Business Combination. Pursuant to the Merger, Merger Sub will merge with and into Fusemachines with Fusemachines being the surviving entity and becoming a wholly-owned subsidiary of Pubco. Merger Sub was incorporated in Delaware on December 18, 2023. Merger Sub owns no material assets and does not operate any business. Merger Sub’s principal executive office is located at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. Its telephone number is (954) 315-9380.

Fusemachines

Fusemachines is a global provider of enterprise AI products and solutions. Fusemachines also provides high quality AI education in underserved communities and helping organizations achieve their full potential with AI.

Fusemachines’ principal executive office is located at 500 Seventh Avenue, 14th Floor, New York, NY 10018 and its telephone number is (347) 212-5075. Fusemachines’ corporate website address is https://fusemachines.com/. Fusemachines’ website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

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CSLM Board of Director’s Reasons for the Approval of the Business Combination

The officers and directors of CSLM have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, enabled such officers and directors of CSLM to make the necessary analyses and determinations regarding the Business Combination. After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of CSLM and its shareholders because they believe that Fusemachines is a company with strong revenue growth potential. They have been operating for some time and the Board believes that they have demonstrated a good return on investment capital for their client base in the AI subsector of the technology space. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the board of directors of CSLM also reviewed various industry and financial data and the due diligence and evaluation materials provided by Fusemachines, demonstrating that Fusemachines has a business plan dedicated to both to near term cash flow as well as long term growth. For additional information regarding the positive and negative factors the CSLM Board considered in evaluating the Transactions, see the section entitled “The Business Combination Proposal — CSLM Board of Directors’ Reasons for the Approval of the Business Combination” on page 127. In addition, the CSLM Board obtained a Fairness Opinion from Marshall & Stevens which concluded that, as of the date of its opinion, and based on and subject to the assumptions, qualifications and other matters set forth therein, issued their opinion as to the fairness to CSLM and, through their holdings of common stock in CSLM, to its non-controlling public common shareholders, and to Public Shareholders unaffiliated with the Sponsor or its affiliates from a financial point of view, the Aggregate Merger Consideration to be paid by CSLM in the Merger, is fair. As part of its analysis, Marshall & Stevens looked at two valuation approaches: (i) a selected public companies analysis and (ii) a selected transactions analysis.

Marshall & Stevens’ opinion was provided to the CSLM Board (in its capacity as such) in connection with its evaluation of the Merger and was not provided to any other party for any other purpose. See “The Business Combination Proposal — Opinion of Marshall & Stevens, as Financial Advisor to CSLM’s Board of Directors” for additional information regarding the scope, assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken and other matters considered by Marshall & Stevens in connection with the preparation of its fairness opinion.

The Proposals to be Submitted at the Extraordinary General Meeting

Proposal No. 1 — The Business Combination Proposal

As discussed in this proxy statement/prospectus, CSLM is asking its shareholders to approve by ordinary resolution and adopt the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, (1) the Domestication of CSLM to the State of Delaware and (2) following the Domestication, the merger of Merger Sub with and into Fusemachines, with Fusemachines surviving the Merger in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in “The Business Combination Proposal — CSLM Board of Director’s Reasons for the Approval of the Business Combination”, the CSLM Board concluded that the Business Combination met the requirements disclosed in the prospectus related to the IPO. For more information about the transactions contemplated by the Merger Agreement, see “The Business Combination Proposal”.

Organizational Structure

On January 22, 2024, CSLM entered into the Merger Agreement, as amended on August 27, 2024, with Merger Sub, Fusemachines, and CSLM Holdings, Inc. pursuant to which, among other things, following the Domestication, Merger Sub will merge with and into Fusemachines, the separate corporate existence of Merger Sub will cease, and Fusemachines will be the surviving entity as a wholly-owned subsidiary of Pubco and Fusemachines will change its name to “Fusemachines USA Inc.” and Pubco will be renamed “Fusemachines Inc.”

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At least one business day prior to the Closing Date and as a condition of the Merger, pursuant to the Domestication, CSLM will merge with and into CSLM Holdings, Inc. , a Delaware corporation and wholly owned subsidiary of CSLM, upon which the separate existence of CSLM will cease and Pubco will be the surviving corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) (the “Companies Act”), the Certificate of Merger, which is filed as Exhibit 3.6 to this proxy statement/prospectus (the “Certificate of Merger”), and the amended and restated memorandum and articles of association of CSLM (as may be amended from time to time, the “Current Charter”). For more information, see “The Domestication Merger Proposal”.

Simplified Pre-Combination Structure

Simplified Post-Combination Structure⁽¹⁾

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Consideration and Structure

Under the Merger Agreement, the Fusemachines equityholders that hold shares of Fusemachines Common Stock (as defined below), shares of Fusemachines Preferred Stock (as defined below), Fusemachines Options (as defined below), or Fusemachines Convertible Notes (as defined below) will receive an aggregate of the number of shares of Pubco Common Stock equal to the quotient obtained by dividing (a) $200,000,000, by (b) $10.00 (the “Aggregate Merger Consideration”) in exchange for all of Fusemachines’ Aggregate Fully Diluted Fusemachines Common Stock.

The Merger Agreement also provides, among other things, CSLM, Sameer Maskey, the founder and Chief Executive Officer of Fusemachines, and Pubco are entering into and delivering a Founder Transaction Bonus Agreement, (the “Founder Transaction Bonus Agreement”), pursuant to which Mr. Maskey will be entitled to a transaction completion bonus of up to $1,000,000 upon the Closing. The transaction bonus to be paid to Dr. Maskey is equal to 20% of the sum of (i) the amount of cash remaining in the Trust Account after Redemptions and (ii) the amount of proceeds of any equity investments or debt financing facilities that are or will be actually received by CSLM prior to or substantially concurrently with the Closing, but excluding the PIPE Investment Amount, provided that such transaction bonus shall not exceed $1,000,000.

Sponsor Convertible Notes

Within five (5) Business Days following the execution of the Merger Agreement, and as a condition to Closing, an affiliate of Sponsor provided to Fusemachines loans in an aggregate amount of $6.5 million in the form of convertible promissory notes, of which $4.5 million is being used by Fusemachines for general corporate purposes, including debt repayment, and $2.0 million is being used by Fusemachines to repurchase certain Fusemachines shares from Mr. Maskey (collectively, the “Sponsor Convertible Notes”), and contemporaneously therewith, Mr. Maskey entered into a pledge agreement with the Sponsor and Fusemachines (the “Pledge Agreement”), pursuant to which Mr. Maskey pledged certain shares of Fusemachines Common Stock held by him to secure the Fusemachines’ obligations under the Sponsor Convertible Notes. The Sponsor Convertible Notes (i) may convert into shares of Preferred Stock of Fusemachines prior to the Closing of Merger at the option of the Sponsor in the event of a Qualified Financing, as defined in the Sponsor Convertible Notes, or (ii) automatically convert into shares of Common Stock of Fusemachines prior to the Closing of the Merger, at the Conversion Price set forth and defined in the Sponsor Convertible Notes, upon receipt of five days’ notice the date of the Closing.

The PIPE Investment

In connection with the transactions contemplated by the Merger Agreement, Pubco will enter into subscription agreements, in the form and substance as reasonably agreed upon by CSLM and Fusemachines (the “Subscription Agreements”), with certain investors providing for aggregate investments in Pubco Common Stock in a private placement on or prior to the Closing of an amount as of immediately prior to the Effective Time, the sum of (i) $8,240,000, (ii) the outstanding balance under the 2nd Amended and Restated Promissory Note of up to $2,750,000, dated as of August 18, 2024, issued by CSLM in favor of Sponsor to fund CSLM’s working capital requirements, as it may be from time to time amended or supplemented, and (iii) up to $3,000,000, subject to reduction up to zero as follows: (a) a dollar-for-dollar reduction for Parent Closing Excess Cash of up to $1,000,000 (as such term is defined in the Merger Agreement), and (b) a 20% reduction for every dollar of Parent Closing Excess Cash in excess of $1,000,000 (the “Contingent PIPE Investment Amount”), if any (the “PIPE Investment Amount”) at $10.00 per Pubco Common Stock (the “PIPE Investment”). “Parent Closing Excess Cash” means (i) the amount of cash available in the Trust Account immediately prior to the Effective Time after deducting the amount required to satisfy the Parent Redemption Amount (as such term is

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defined in the Merger Agreement) plus (ii) the proceeds of any equity investments (including any private investments in public equity) or debt financing facilities that are or will be actually received by CSLM prior to or substantially concurrently with the Closing, but excluding the PIPE Investment Amount.

Treatment of Fusemachines Securities

Pursuant to the Merger Agreement, at the Effective Time, each option (whether vested or unvested) (each, a “Fusemachines Option”) to purchase shares of common stock of Fusemachines (“Fusemachines Common Stock”) that is outstanding as of immediately prior to the Effective Time will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Fusemachines Option (including expiration date, vesting conditions, and exercise provisions), the number of shares of Pubco Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Fusemachines Common Stock subject to such Fusemachines Option as of immediately prior to the Effective Time by the Conversion Ratio (as defined below), at an exercise price per Pubco Common Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Fusemachines Common Stock of such Fusemachines Option divided by (B) the Conversion Ratio (a “Converted Stock Option”). At the Effective Time, Pubco will assume all obligations of Fusemachines with respect to each Converted Stock Option.

Pursuant to the Merger Agreement, effective immediately prior to the Effective Time, each of Fusemachines’ issued and outstanding convertible promissory notes (the “Fusemachines Convertible Notes”) shall be (i) treated in accordance with the terms of the relevant agreement governing such Fusemachines Convertible Notes, and (ii) converted into Fusemachines Preferred Stock or Fusemachines Common Stock, as applicable.

The “Conversion Ratio” is the quotient obtained by dividing (i) the number of Pubco Common Stock constituting the Aggregate Merger Consideration, by (ii) the “Aggregate Fully Diluted Fusemachines Common Stock”, which means: the sum, without duplication, of (a) all shares of Fusemachines Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Fusemachines Common Stock issuable upon conversion of all shares of Fusemachines Preferred Stock that are issued and outstanding immediately prior to the Effective Time; plus (c) the aggregate number of shares of Fusemachines Common Stock issuable upon full exercise of all Fusemachines Options (whether vested or unvested); plus (d) the aggregate number of shares of Fusemachines Common Stock issuable upon full conversion of all Company Convertible Notes that are outstanding immediately prior to the Effective Time; plus (e) the aggregate number of shares of Fusemachines Common Stock issuable upon full conversion, exercise or exchange of any other securities of the Fusemachines outstanding immediately prior to the Effective Time directly or indirectly convertible into or exchangeable or exercisable for shares of Fusemachines Common Stock. The Proposed Bylaws will provide that the Pubco Common Stock issued as consideration pursuant to the Merger will be subject to a lock-up for a period of the shorter period of (i) one year after the Closing Date and (ii) subsequent to the Closing Date, (x) if the last reported sale price of CSLM Common Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing Date or (y) the date following the Closing Date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Pubco’s shareholders having the right to exchange their Pubco Common Stock for cash, securities or other property. The board of directors of Pubco may, in its sole discretion, determine to waive, amend or repeal such lock-up obligations, whether in whole or in part.

The Sponsor Support Agreement provides that the CSLM Common Shares owned by the Sponsor shall be subject to a “lock-up” of the same duration and terms as those set forth in the Proposed Bylaws with respect to Pubco Common Stock issued as consideration in the Merger. Representations, Warranties and Covenants

The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of Fusemachines and CSLM

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and their respective subsidiaries prior to the Closing, including Fusemachines’ covenant to deliver to CSLM its audited financial statements for the twelve month periods ended December 31, 2023 and 2022 (the “Financial Statements”) for inclusion in the registration statement on Form S-4 to be filed by CSLM in connection with the Business Combination (the “Registration Statement”), and that such 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 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).

CSLM and Fusemachines may also mutually agree that CSLM enter into and consummate subscription agreements with investors to purchase securities of CSLM in connection with the PIPE Investment on terms mutually agreeable to CSLM and Fusemachines.

Conditions to Closing

The Closing is subject to certain customary conditions, including, among other things: (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of CSLM and Fusemachines; (ii) the effectiveness of the Registration Statement; (iii) the Pubco Common Stock being conditionally approved for listing on Nasdaq or another national stock exchange; (iv) the Domestication shall have been consummated on the day that is at least one Business Day prior to the Closing Date (v) delivery of the respective certificates, authorizations and certificates of good standing from Fusemachines, CSLM and Merger Sub; (vi) Fusemachines shall have obtained each Fusemachines Consent; (vii) Fusemachines shall have delivered to CSLM executed employment agreements with certain employees; (viii) the size and composition of the post-Closing Pubco Board of Directors shall have been appointed; (ix) the PIPE Investment shall have been consummated as of immediately prior to the Closing with gross proceeds in an amount not less than the PIPE Investment Amount; and (x) there shall not have occurred an Event of Default under a Sponsor Convertible Note, as defined in the applicable Sponsor Convertible Note.

Termination without Default

The Merger Agreement may be terminated by CSLM and Fusemachines under certain circumstances, including, among others, (i) by mutual written agreement of CSLM and Fusemachines, (ii) by either CSLM or Fusemachines if (1) the Closing has not occurred on or before the latest of (A) October 18, 2024, and (B) such date as approved in accordance with the CSLM Articles to extend such date, the last date for CSLM to consummate a Business Combination pursuant to such extensions (the “Outside Date”) and (2) the material breach or violation of any representation, warranty or covenant under the Merger Agreement by the party seeking to terminate the Merger Agreement is not the cause of, or has not resulted in, the failure of the Closing to occur by the Outside Date, (iii) in the event an Authority shall have issued an Order or enacted a Law (as such terms are defined in the Merger Agreement), having the effect of prohibiting the Merger or making the Merger illegal, which Order or Law is final and non-appealable, CSLM or Fusemachines shall have the right, at its sole option, to terminate the Merger Agreement without liability to the other party; provided, however, that the right to terminate the Merger Agreement pursuant to this Section shall not be available to Fusemachines or CSLM if the failure by such party or its Affiliates to comply with any provision of the Merger Agreement has been a substantial cause of, or substantially resulted in, such action by such Authority, (iv) in the event that the CSLM Shareholder Meeting has been held (including any adjournment thereof) and has concluded, and the holders of CSLM Common Shares have duly voted, and the CSLM Shareholder Approval was not obtained, CSLM or Fusemachines shall have the right, at its sole option, to terminate the Merger Agreement within five (5) Business Days thereafter; and (v) in the event an Event of Default (as defined in the applicable Sponsor Convertible Note) has occurred under a Sponsor Convertible Note, then CSLM or Fusemachines, as applicable, shall have the right, at its sole option, to terminate the Merger Agreement without liability to the other party at any time; provided,

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however, that such termination by Fusemachines for an Event of Default pursuant to Section 3(g) of such Sponsor Convertible Note shall be deemed a CSLM Termination for Cause. Such right to terminate the Merger Agreement may be exercised by CSLM or Fusemachines, as the case may be, giving written notice to the other at any time prior to the Outside Date.

Termination Upon Default

CSLM may terminate the Merger Agreement if (i) at any time prior to the Closing Date if (x) Fusemachines shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of certain conditions impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Date and thirty (30) days following receipt by Fusemachines of a written notice from CSLM describing in reasonable detail the nature of such breach, provided, however, that CSLM is not then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement; or (ii) at any time after Fusemachines Stockholder Written Consent Deadline if Fusemachines has not previously received Fusemachines Stockholder Approval. For the avoidance of doubt, CSLM shall also have the right to terminate the Merger Agreement if (A) such conditions have been satisfied on or prior to the date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), (B) CSLM and Merger Sub are willing, ready and able to effect the Closing, and (C) Fusemachines fails to effect the Closing within two (2) Business Days following the written request of CSLM to proceed with the Closing.

Fusemachines may terminate the Merger Agreement (i) at any time prior to the Closing Date if (x) CSLM shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of certain conditions impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Date and thirty (30) days following receipt by CSLM of a written notice from Fusemachines describing in reasonable detail the nature of such breach, provided, however, that Fusemachines is not then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement. For the avoidance of doubt, Fusemachines shall also have the right to terminate if (A) such conditions have been satisfied on or prior to the date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), (B) Fusemachines is willing, ready and able to effect the Closing, and (C) CSLM and Merger Sub fail to effect the Closing within two (2) Business Days following the written request of Fusemachines to proceed with the Closing.

In the event that the Merger Agreement is validly terminated by CSLM pursuant to Section 10.2(a) of the Merger Agreement, and at the time of any such termination, Fusemachines is not permitted to terminate the Merger Agreement pursuant to Section 10.2(b) thereof, (such termination, a “CSLM Termination for Cause”), then Fusemachines shall pay to CSLM a termination fee in the amount equal to $1,000,000 (which fee shall be payable within two (2) Business Days after such termination).

In the event that the Merger Agreement is validly terminated by Fusemachines pursuant to Section 10.2(b) of the Merger Agreement, and at the time of any such termination, CSLM is not permitted to terminate the Merger Agreement pursuant to Section 10.2(a), then Sponsor and CSLM shall pay to (and Sponsor and CSLM shall be jointly and severally liable for) Fusemachines a termination fee in the amount equal to $1,000,000 (which fee shall be payable within two (2) Business Days after such termination).

Governance

The executive management of Fusemachines is expected to serve as the executive management of Pubco following the Closing. Pursuant to the Merger Agreement, Pubco’s board of directors will consist of five

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members, with the Sponsor having the right to designate one independent director and the remaining directors shall be designated by Fusemachines. At least a majority of the board of directors shall qualify as independent directors under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable. Pursuant to the CSLM Certificate of Incorporation, the CSLM’s Board of Directors will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving until the first annual meeting of Pubco shareholders occurring after the Closing, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving until the second annual meeting of Pubco shareholders occurring after the Closing, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving until the third annual meeting of Pubco shareholders occurring after the Closing, such term effective from the Closing (and with any subsequent Class III Directors serving a three (3) year term). The director designated by the Sponsor shall be a Class III Director. For additional information, see “The Business Combination Proposal — Merger Agreement — Termination”.

Related Agreements

In connection with the Business Combination, CSLM and Fusemachines have entered into, or intend to enter into on the Closing Date, several agreements, including the Sponsor Support Agreement, Fusemachines Support Agreement, A&R Registration Rights Agreement, and the Transaction Bonus Agreement. For additional information about each of these agreements, see “The Business Combination Proposal — Related Agreements”.

Proposal No. 2 — The Domestication Merger Proposal

If the Business Combination Proposal is approved, then CSLM will ask the holders of CSLM Ordinary Shares to approve by a special resolution, the Domestication Merger Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the CSLM Board has unanimously approved the Domestication Merger Proposal. The Domestication Merger Proposal, if approved, will authorize a change of CSLM’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while CSLM is currently governed by the Companies Act, upon the Domestication, Pubco will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as between the Current Charter and the Proposed Organizational Documents. Accordingly, CSLM encourages shareholders to carefully review the information in “Comparison of Corporate Governance and Shareholder Rights”.

In connection with the Domestication, (x) immediately prior to the Domestication, Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company and the Sponsor of CSLM, will surrender to CSLM for no consideration the sole issued and outstanding CSLM Class B Ordinary Share and (y) at the effective time of the Domestication, (i) each then issued and outstanding CSLM Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of Pubco Common Stock; (ii) each then issued and outstanding CSLM Warrant will become exercisable for one share of Pubco Common Stock having the same terms and subject to the same conditions of such CSLM Warrant; and (iii) each then issued and outstanding CSLM Unit will separate and convert automatically into one share of Pubco Common Stock, one-half of one Pubco Warrant and for every 10 Rights, the holders thereof shall receive one Ordinary Share of Pubco.

For additional information, see “The Domestication Merger Proposal”.

Proposal No. 3 — The Stock Issuance Proposal

If each of the Business Combination Proposal, and the Domestication Merger Proposal are approved, CSLM’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal for purposes of complying with the applicable provisions of Nasdaq Listing Rules.

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Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, such securities are not issued in a public offering for cash and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to an issuance of securities when the issuance or potential issuance will result in a change of control of the issuer.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals to 20% or more of the shares of common stock, or 20% or more of the voting power, outstanding before the issuance.

The aggregate shares of Pubco Common Stock that Pubco will and potentially will issue in connection with the Proposed Transaction will exceed 20% of both the voting power and the shares of Pubco Common Stock outstanding before such issuance and may result in a change of control under the applicable Nasdaq Listing Rules. Accordingly, CSLM is seeking the approval of CSLM shareholders for the issuance of shares of Pubco Common Stock in connection with the Proposed Transaction. For additional information, see “The Stock Issuance Proposal”.

Proposal No. 4 — The Organizational Documents Proposal

If each of the Business Combination Proposal, the Domestication Merger Proposal, and the Stock Issuance Proposal are approved, CSLM will ask its shareholders to approve by special resolution the Organizational Documents Proposal in connection with the replacement of the Current Charter, under the Companies Act, with the Proposed Organizational Documents, under the DGCL. The CSLM Board has unanimously approved the Organizational Documents Proposal and believes such proposal is necessary to adequately address the needs of Pubco following the Closing. Approval of the Organizational Documents Proposal is a condition to the consummation of the Business Combination.

For additional information, see “The Organizational Documents Proposal”.

Proposal No. 5 — The Advisory Organizational Documents Proposals

CSLM will ask its shareholders to approve by ordinary resolution on a non-binding advisory basis six (6) separate Advisory Organizational Documents Proposals in connection with the replacement of the Current Charter, under the Companies Act, with the Proposed Organizational Documents, under the DGCL. The CSLM Board has unanimously approved the Advisory Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Pubco after the Business Combination. Approval of the Advisory Organizational Documents Proposals is not a condition to the consummation of the Business Combination.

A brief summary of each of the Advisory Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

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(A) Advisory Organizational Documents Proposal 5A (Authorized Shares) — to authorize the amendment and redesignation of the authorized share capital of CSLM from (a) 500,000,000 CSLM Class A Ordinary Shares, 50,000,000 CSLM Class B Ordinary Shares and 5,000,000 preference shares, par value $0.0001 per share, of CSLM to (b) 200,000,000 shares of Pubco Common Stock and 5,000,000 shares of preferred stock;

(B) Advisory Organizational Documents Proposal 5B (Exclusive Forum Provision) — to authorize adopting Delaware as the exclusive forum for certain stockholder litigation and adopting the federal district courts of the United States as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act;

(C) Advisory Organizational Documents Proposal 5C (Required Vote to Amend Charter) — to approve provisions providing that the affirmative vote of at least 66 and 2/3% of the voting power of all the then outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Article V(B), Article VII, Article VIII, Article IX, Article X, Article XI, Article XII, Article XIII and Article XIV of the Proposed Charter;

(D) Advisory Organizational Documents Proposal 5D (Removal of Directors) — to approve provisions permitting the removal of a director, with or without cause, by the affirmative vote of at least 66 and 2/3% of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class;

(E) Advisory Organizational Documents Proposal 5E (Stockholder Action by Written Consent) — to approve provisions that require or permit stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting; and

(F) Advisory Organizational Documents Proposal 5F (Additional Changes) — to approve and adopt an amendment to the Current Charter to authorize certain additional changes, including, among other things, (a) making Pubco’s corporate existence perpetual, and (b) removing certain provisions related to CSLM’s status as a blank check company that will no longer be applicable upon Closing, all of which the CSLM Board believes is necessary to adequately address the needs of Pubco after the Business Combination.

For additional information, see “The Advisory Organizational Documents Proposals”.

Proposal No. 6 — The Equity Incentive Plan Proposal

If each of the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal and the Organizational Documents Proposal is approved, CSLM is proposing that its shareholders approve by ordinary resolution the Equity Incentive Plan, which will become effective upon the Closing and will be used by Pubco on a going-forward basis following the Closing.

For additional information, see “The Equity Incentive Plan Proposal”.

Proposal No. 7 — The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize CSLM to consummate the Business Combination (because any of the Condition Precedent Proposals has not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), the CSLM Board may submit a proposal to the shareholders to approve by way of an ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.

For additional information, see “The Adjournment Proposal”.

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Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held virtually at [●], Eastern Time, on [●] and will be a virtual meeting conducted via live webcast at [●]. For the purposes of Cayman Islands law and the Current Charter, the physical location of the extraordinary general meeting will be at the offices of CSLM at 2400 E. Commercial Boulevard, Suite 900, Fort Lauderdale, FL 33308.

Registering for the Extraordinary General Meeting

Any shareholder wishing to attend the extraordinary general meeting virtually should register for the extraordinary general meeting by [●], at [●]. To register for the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of CSLM Ordinary Shares:

Voting Power; Record Date

CSLM shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned CSLM Ordinary Shares at the close of business on [●], which is the Record Date for the extraordinary general meeting. Shareholders will have one vote for each CSLM Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. CSLM Warrants do not have voting rights. As of the close of business on the Record Date, there were 6,116,437 CSLM Ordinary Shares outstanding, of which 1,372,687 were Public Shares held by persons other than held by the Insiders.

Quorum and Vote of CSLM Shareholders

A quorum of CSLM shareholders is necessary to hold a valid meeting. A quorum will be present at the CSLM extraordinary general meeting if the holders of at least one-third of the issued and outstanding shares entitled to vote at the extraordinary general meeting are represented in person or by proxy (which would include presence at the extraordinary general meeting). Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

As of the Record Date for the extraordinary general meeting, 2,638,812 CSLM Ordinary Shares would be required to achieve a quorum. Because the Sponsor has the right to vote 4,743,750 CSLM Ordinary Shares, the presence at the extraordinary general meeting no additional holders of Ordinary Shares will be needed to establish a quorum.

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The proposals presented at the extraordinary general meeting require the following votes:

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

The Insiders have agreed to vote all of their CSLM Ordinary Shares in favor of the proposals being presented at the extraordinary general meeting. The Sponsor, which includes among its members each of the directors and officers of CSLM, owns 4,743,750 Founder Shares, including the sole outstanding CSLM Class B Ordinary Share. As a result, as of the date of this proxy statement/prospectus, the Insiders own approximately 78% of the issued and outstanding CSLM Ordinary Shares. Accordingly, no additional votes of holders of Public Shares will be required to approve the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

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Redemption Rights

Pursuant to the Current Charter, a Public Shareholder may request that CSLM redeem all or a portion of its Public Shares for cash if the Proposed Transaction is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●], Eastern Time, on [●] (up to two business days prior to the initially scheduled vote on the Business Combination Proposal) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. Holders of CSLM Units must elect to separate Units held by them into the underlying Public Shares, Public Rights and Public Warrants prior to exercising their Redemption Rights with respect to the Public Shares. If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely tenders or delivers the certificates for its shares (if any) along with the redemption forms to the Transfer Agent, CSLM will redeem such Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Business Combination, including interest earned on the Trust Account and not previously released to the CSLM to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue. For illustrative purposes, as of [●], this would have amounted to approximately $[●] per issued and outstanding Public Share. If a Public Shareholder exercises its Redemption Rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting of CSLM — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without CSLM’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without CSLM’s prior consent.

Holders of the Public Warrants will not have Redemption Rights with respect to the Public Warrants.

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Ownership of Pubco after the Closing

The following table illustrates estimated ownership levels in Pubco, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Shareholders, excluding the dilutive effect of Public Warrants, Private Placement Warrants, and Fusemachines Options, that will be assumed by Pubco in the Proposed Transaction.

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Dilutive Instruments

The table below shows possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all Public Warrants and Private Placement Warrants, which are exercisable for one share of common stock at a price of $11.50 per share and Fusemachines Options that will be assumed by Pubco in the Proposed Transaction.

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Per Share Value

The table below shows the potential impact of redemptions on the per share value of the Public Shares owned by non-redeeming CSLM public stockholders in each redemption scenario and sets forth, on a disaggregated basis, the potential dilutive impact from various sources in each redemption scenario.

None of CSLM’s shareholders, CSLM’s warrant holders or rights holders have appraisal rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law or the DGCL. CSLM’s shareholders do not have dissenters’ rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. CSLM has engaged Advantage Proxy to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in “Extraordinary General Meeting of CSLM — Revoking Your Proxy”.

Interests of CSLM Directors, Officers and Others in the Proposed Transaction

When you consider the recommendation of the CSLM Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor, CSLM’s directors and executive officers and others have interests in such proposal that are different from, or in addition to, those of CSLM shareholders and holders of Public Warrants generally. See “The Business Combination Proposal — Certain Interests of CSLM’s Directors and Officers and Others in the Business Combination.”

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The existence of financial and personal interests of one or more of CSLM’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CSLM and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, CSLM’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder.

The personal and financial interests of the Sponsor as well as CSLM’s directors and officers may have influenced their motivation in identifying and selecting Fusemachines as a business combination target, completing an initial business combination with Fusemachines and influencing the operation of the business following the Closing. In considering the recommendations of the CSLM Board to vote for the proposals, its shareholders should consider these interests.

Regulatory Matters

Neither CSLM nor Fusemachines is aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “The Business Combination Proposal — Merger Agreement — Closing Conditions — Conditions to the Obligations of Each Party”. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Stock Exchange Listing

Pubco has applied to list the Pubco Common Stock and Pubco Warrants on Nasdaq under the proposed symbols “FUSE” and “FUSEW”, respectively, upon the Closing.

Pursuant to the terms of the Merger Agreement, as a closing condition, Pubco is required to cause the Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq or another national securities exchange, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, Pubco may not have received from Nasdaq either confirmation of the listing of the Pubco Common Stock or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the Pubco Common Stock would not be listed on any nationally recognized securities exchange.

Opinion of Marshall & Stevens

On March 22, 2023, CSLM engaged Marshall & Stevens Transaction Advisory Services LLC (“Marshall & Stevens”) to evaluate as to the fairness to CSLM, through their holdings of common stock in CSLM, to its non-controlling public common shareholders, from a financial point of view, the consideration to be received by CSLM for the issuance of its equity securities to the equity holders of Fusemachines in connection with the anticipated acquisition by CSLM of one hundred percent of the equity and equity equivalents (“equity”) and/or all or substantially all of the assets and business (the “business”) of Fuse. On December 27, 2023, CSLM’s board of directors met to review the proposed merger. During this meeting, Marshall & Stevens reviewed with CSLM’s board of directors certain financial analyses as described below and rendered its oral opinion to CSLM’s board of directors. This opinion was confirmed by delivery of a written opinion, dated December 26, 2023 (the “M&S Opinion”), to the effect that, based upon a valuation date of December 22, 2023 and based on and subject to the matters described in its opinion, as to the fairness to CSLM and, through their holdings of common stock in CSLM, to its non- controlling public common shareholders, from a financial point of view, that the purchase price being paid by CSLM for Fusemachines was fair.

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The full text of M&S Opinion, which sets forth, among other things, the assumptions made, matters considered and limitations on the scope of review undertaken by Marshall & Stevens in rendering its opinion, is attached as Annex H and is incorporated into this proxy statement by reference in its entirety. Holders of the Common Stock are encouraged to read this opinion carefully in its entirety. Marshall & Stevens’ opinion was provided to CSLM’s board of directors for their information in connection with their evaluation of the consideration to be received by CSLM in consideration of the issuance of its equity securities to the equity holders of Fusemachines in the merger, as to the fairness to CSLM and, through their holdings of common stock in CSLM, to its noncontrolling public common shareholders, from a financial point of view, that the purchase price being paid by CSLM for Fusemachines is fair to CSLM, and does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the merger. The summary of Marshall & Stevens’ opinion in this proxy statement is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Marshall & Stevens:

In connection with its review, Marshall & Stevens relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished or otherwise made available to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, Fusemachines’ management advised Marshall & Stevens, and Marshall & Stevens assumed, that Fusemachines’ projected financial information provided to Marshall & Stevens was reasonably prepared on bases reflecting the best currently available estimates and judgments of Fusemachines’ future financial results and condition. In evaluating fairness, Marshall & Stevens assumed a fair market value for CSLM shares based on the adjusted book value (ABV) of CSLM from the September 30, 2023 Form 10-Q. The ABV for CSLM shares was approximately $6.09 per share. This value was used, with the consent of CSLM’s board of directors, due to the fact that CSLM is a special purpose acquisition company with only limited trading history and no material operations or assets other than cash or cash equivalents and an as yet to be approved business combination agreement. Accordingly, Marshall & Stevens did not perform an independent analysis regarding the fair market value of the common stock to be issued pursuant to the BCA.

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Marshall & Stevens expressed no opinion with respect to such forecasts and projections or the assumptions on which they are based. Marshall & Stevens also relied upon and assumed, without independent verification, that there has been no material change in Fusemachines’ assets, liabilities, financial condition, results of operations, business or prospects since the date of the most recent financial statements provided to Marshall & Stevens, and that there is no information or facts that would make the information reviewed by Marshall & Stevens incomplete or misleading. Marshall & Stevens also assumed that Fusemachines is not party to any material pending transaction, including, without limitation, any external financing (other than in connection with the merger), recapitalization, acquisition or merger, divestiture or spin-off (other than the merger or other publicly disclosed transactions).

Marshall & Stevens relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the agreements identified in the BCA and all other related documents and instruments that are referred to therein are true and correct, (b) each party to each such agreement, document or instrument will perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the completion of the merger will be satisfied without waiver thereof and (d) the merger will be completed in a timely manner in accordance with the terms described in the agreements provided to Marshall & Stevens, without any amendments or modifications thereto or any adjustment to the aggregate consideration (through offset, reduction, indemnity claims, post-closing purchase price adjustments or otherwise). Marshall & Stevens also relied upon and assumed, without independent verification, that all governmental, regulatory and other consents and approvals necessary for the completion of the merger will be obtained and that no delay, limitations, restrictions or conditions will be imposed.

Marshall & Stevens was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of Fusemachines, CSLM or any other party. Furthermore, Marshall & Stevens did not undertake independent analysis of any potential or actual litigation, governmental investigation, regulatory action, possible unasserted claims or other contingent liabilities to which Fusemachines or CSLM is a party or may be subject.

Marshall & Stevens’ opinion addressed only the fairness, from a financial point of view, of the consideration to be received by CSLM in consideration of the issuance of its equity securities to the equity holders of Fusemachines in the merger and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding entered into in connection with the merger or otherwise. Marshall & Stevens’ opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of the opinion. Marshall & Stevens’ opinion did not address the relative merits of the merger as compared to alternative transactions or strategies that might be available to CSLM, nor did it address CSLM’s underlying business decision to proceed with the merger. Except as described herein, CSLM’s board of directors imposed no other limitations on Marshall & Stevens with respect to the investigations made or procedures followed in rendering the opinion.

In preparing its opinion to CSLM’s board of directors, Marshall & Stevens performed a variety of financial and comparative analyses, including those described below that were the material financial analyses reviewed with CSLM’s board of directors in connection with Marshall & Stevens’ opinion. The summary of Marshall & Stevens’ analyses described below is not a complete description of such analyses underlying Marshall & Stevens’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Marshall & Stevens arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Marshall & Stevens believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tables and charts, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

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In its analyses, Marshall & Stevens considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Fusemachines’ control. No company, transaction or business used in Marshall & Stevens’ analyses as a comparison is identical to Fusemachines or the proposed merger, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions analyzed. The estimates contained in Marshall & Stevens’ analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Marshall & Stevens’ analyses are inherently subject to substantial uncertainty.

Marshall & Stevens was not requested to, and it did not, recommend the specific consideration payable in the merger, which consideration was determined between CSLM and Fusemachines, and the decision to enter into the merger was solely that of CSLM’s board of directors. Marshall & Stevens’ opinion and financial analyses were only one of many factors considered by CSLM’s board of directors in its evaluation of the merger and should not be viewed as determinative of the views of CSLM’s board of directors or CSLM’s management with respect to the merger or the merger consideration.

The following is a summary of the material financial analyses reviewed with CSLM’s board of directors in connection with Marshall & Stevens’ opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Marshall & Stevens’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Marshall & Stevens’ financial analyses.

Fees Paid to Marshall & Stevens

Marshall & Stevens was engaged on a fixed fee basis and their compensation is not contingent upon the completion of the transaction. Marshall & Stevens previously provided valuation consulting services on an hourly basis to CSLM. Total fees for such services was approximately $140,000.

Financial Projections

Fusemachines’ management provided projections of revenue, cost of goods sold, operating expenses, depreciation, capital expenditures, and working capital, for the financial years ending 2024 through 2026. Marshall & Stevens then extended and extrapolated such projections to a steady state period that ended in 2033.

See “Certain Projected Financial Information for Fusemachines” for more information.

Discounted Cash Flow Method

Using the financial projections discussed above, Marshall & Stevens performed an income approach via discounted cash flow method. The major inputs and assumptions used in Marshall & Stevens’ discounted cash flow method were as follows:

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Marshall & Stevens first determined the enterprise value of Fusemachines, which is defined as the market value of invested capital, less cash. The indication of enterprise value for Fusemachines using the discounted cash flow method and management’s projections was estimated to be between $150,100,000 and $199,400,000. Marshall & Stevens subsequently determined the fair market value of equity by adding the estimated cash balance ($300,000) and subtracting the estimated debt balance ($2,999,000) as of the valuation date. The indication of equity value for Fusemachines using the discounted cash flow method and projections was estimated to be between approximately $147,401,000 and $196,701,000.

Guideline Public Company Analysis

Marshall & Stevens reviewed and analyzed selected historical and projected information about Fusemachines provided by Fusemachines’ management and compared this information to certain financial information of eight (8) publicly traded companies that Marshall & Stevens deemed to be reasonably comparable to Fusemachines (each a “Guideline Company” or “Comp” and, collectively, the “Guideline Companies” or “Comps”). For the Guideline Companies, Marshall & Stevens based their selection on discussions with management and industry research.

In their search for Guideline Companies, Marshall & Stevens considered factors that coincide with Fusemachines’ business model, the geography and the markets Fusemachines serves, exposure to similar industry dynamics, and if the comps are currently or could be future competitors to Fusemachines. Marshall & Stevens also considered other relevant factors such as the comps’ operating history and their future strategy for growth, their market share in the relevant markets that Fusemachines operates in, the comp size (market capitalization or enterprise value), and diversification in other business lines.

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Business descriptions and financial information are provided below for the selected Guideline Companies. The descriptions of these companies and the financial information for such companies set out below are derived from publicly available information and are summary in nature. Shareholders are referred to, and these summaries are qualified in full by reference to, the public reports filed by these companies with the SEC, if applicable. Marshall & Stevens has conducted no due diligence as to the truthfulness, accuracy or completeness of this information and makes no representation or warranty as to any such matter.

SoundHound AI, Inc. develops independent voice artificial intelligence (AI) solutions that enables businesses across automotive, TV, and IoT, and to customer service industries to deliver high-quality conversational experiences to their customers. Its products include Houndify platform that offers a suite of Houndify tools to help brands build conversational voice assistants, such as Application Programming Interfaces (API) for text and voice queries, support for custom commands, extensive library of content domains, inclusive software development kit platforms, collaboration capabilities, diagnostic tools, and built-in analytics; SoundHound Chat AI that integrates with knowledge domains, pulling real-time data like weather, sports, stocks, flight status, and restaurants; and SoundHound Smart Answering is built to offer customer establishments custom AI-powered voice assistant. The company’s products also include CaiNET software that uses machine learning to enhance how domains work together to handle queries; CaiLAN software that arbitrates responses so users get answers from the right domain; Dynamic Interaction a real-time, multimodal customer service interface; Smart Ordering which offers an easy-to-understand voice assistant for restaurants; Employee Assist; automatic speech recognition; natural language understanding; wake words; custom domains; text-to-speech; and embedded voice solutions. SoundHound AI, Inc. was founded in 2005 and is headquartered in Santa Clara, California.

Symbotic Inc., an automation technology company, engages in developing technologies to improve operating efficiencies in modern warehouses. The company automates the processing of pallets and cases in large warehouses or distribution centers for retail companies. Its systems enhance operations at the front end of the supply chain. The company was founded in 2006 and is headquartered in Wilmington, Massachusetts.

C3.ai, Inc. operates as an enterprise artificial intelligence (AI) software company in North America, Europe, the Middle East, Africa, the Asia Pacific, and internationally. The company provides C3 AI platform, an application development and runtime environment that enables customers to design, develop, and deploy enterprise AI applications; C3 AI Ex Machina for analysis-ready data; C3 AI CRM, an industry specific customer relationship management solution; and C3 Generative AI Product Suite that enables to locate, retrieve, and present information. It also offers C3 AI applications, including C3 AI Inventory Optimization, a solution to optimize raw material, in-process, and finished goods inventory levels; C3 AI Supply Network Risk, which identifies emerging inbound and outbound risks across the network; C3 AI Sustainability Suite, which helps to decrease greenhouse gas emission; C3 AI Production Schedule Optimization, a solution for scheduling production; C3 AI Financial Services Suite, which helps to minimize compliance risks; and C3 AI Energy Management solution. In addition, it offers integrated turnkey enterprise AI applications for oil and gas, chemicals, utilities, manufacturing, financial services, defense, intelligence, aerospace, healthcare, and telecommunications market. It has strategic partnerships with Baker Hughes in the areas of oil and gas market; Booz Allen to provide solutions to government, defense, and intelligence sectors; Raytheon; and AWS, Google, and Microsoft. The company was formerly known as C3 IoT, Inc. and changed its name to C3.ai, Inc. in June 2019. C3.ai, Inc. was incorporated in 2009 and is headquartered in Redwood City, California.

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Upstart Holdings, Inc., together with its subsidiaries, operates a cloud-based artificial intelligence (AI) lending platform in the United States. Its platform includes personal loans, automotive retail and refinance loans, home equity lines of credit, and small dollar loans that connects consumer demand for loans to its to bank and credit unions. Upstart Holdings, Inc. was founded in 2012 and is headquartered in San Mateo, California.

UiPath Inc. provides an end-to-end automation platform that offers a range of robotic process automation (RPA) solutions primarily in the United States, Romania, and Japan. The company offers a suite of interrelated software to build, manage, run, engage, measure, and govern automation within the organization. Its platform combines artificial intelligence with desktop recording, back-end mining of both human activity and system logs, and intuitive visualization tools, which enables users to discover, analyze, and identify processes to automate in a centralized portal; offers low-code development environments that allows users in an organization to create attended and unattended automations without any prior knowledge of coding; deploys robots in highly immersive attended experiences or in standalone, unattended modes behind the scenes, and can leverage native connectors built for commonly used line-of-business applications; offers centralized tools designed to manage, test, and deploy automations and ML models across the enterprise; allows customers to manage long running processes that orchestrate work between robots and humans; and enable users to track, measure, and forecast the performance of automation in their enterprise and help businesses ensure compliance with business standards. In addition, the company provides maintenance and support for its software, as well as professional services, such as training and implementation services to facilitate the adoption of its platform. It serves banking, healthcare, financial services, and government entities. UiPath Inc. has collaboration with Deloitte to introduce Turnkey automation offering for growth companies. The company was founded in 2005 and is headquartered in New York, New York.

PROS Holdings, Inc. provides software solutions that optimize the processes of selling and shopping in the digital economy in Europe, the Asia Pacific, the Middle East, Africa, and internationally. The company offers PROS Smart Configure Price Quote that improves sales productivity and accelerate deal velocity by automating common sales tasks; and PROS Smart Price Optimization and Management, which enables businesses to optimize, personalize, and harmonize pricing. It also provides PROS Airline Revenue Optimization; PROS Airline Revenue Management solution that delivers algorithmic forecasting and network optimization for the travel industry; PROS Airline Real-Time Dynamic Pricing, which offers accurate booking class availability and seat prices; PROS Dynamic Ancillary Pricing, an AI-based reinforcement learning algorithm; PROS Airline Group Sales Optimizer that enables airlines and their travel agent partners to create and manage group bookings, contracts, policies, and payments; and PROS Corporate Sales, a solution that enables airlines to create commercial agreements with corporate customers. In addition, the company provides PROS Digital Retail, a configurable end-to-end solution for airlines to optimize the traveler experience from inspiration to post-trip; PROS Dynamic Offers; and PROS Digital Offer Marketing solutions comprising airTRFX, airModules, airWire, and airSEM platforms. Further, it provides software-related services, such as implementation, configuration, consulting, training, maintenance, and support services. The company markets and sells its solutions to customers in various industries, including automotive and industrial manufacturing, transportation and logistics, chemicals and energy, food and consumables, beverages, healthcare, insurance, technology, and travel through its direct sales force, partners, resellers, and systems integrators. PROS Holdings, Inc. was incorporated in 1985 and is headquartered in Houston, Texas.

Microsoft Corporation develops and supports software, services, devices and solutions worldwide. The Productivity and Business Processes segment offers office, exchange, SharePoint, Microsoft Teams,

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office 365 Security and Compliance, Microsoft viva, and Microsoft 365 copilot; and office consumer services, such as Microsoft 365 consumer subscriptions, Office licensed on-premises, and other office services. This segment also provides LinkedIn; and dynamics business solutions, including Dynamics 365, a set of intelligent, cloud-based applications across ERP, CRM, power apps, and power automate; and on-premises ERP and CRM applications. The Intelligent Cloud segment offers server products and cloud services, such as azure and other cloud services; SQL and windows server, visual studio, system center, and related client access licenses, as well as nuance and GitHub; and enterprise services including enterprise support services, industry solutions, and nuance professional services. The More Personal Computing segment offers Windows, including windows OEM licensing and other non-volume licensing of the Windows operating system; Windows commercial comprising volume licensing of the Windows operating system, windows cloud services, and other Windows commercial offerings; patent licensing; and windows Internet of Things; and devices, such as surface, HoloLens, and PC accessories. Additionally, this segment provides gaming, which includes Xbox hardware and content, and first- and third-party content; Xbox game pass and other subscriptions, cloud gaming, advertising, third-party disc royalties, and other cloud services; and search and news advertising, which includes Bing, Microsoft News and Edge, and third-party affiliates. The company sells its products through OEMs, distributors, and resellers; and directly through digital marketplaces, online, and retail stores. The company was founded in 1975 and is headquartered in Redmond, Washington.

NVIDIA Corporation provides graphics, and compute and networking solutions in the United States, Taiwan, China, Hong Kong, and internationally. The Graphics segment offers GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics; virtual GPU or vGPU software for cloud-based visual and virtual computing; automotive platforms for infotainment systems; and Omniverse software for building and operating metaverse and 3D internet applications. The Compute & Networking segment comprises Data Center computing platforms and end-to-end networking platforms, including Quantum for InfiniBand and Spectrum for Ethernet; NVIDIA DRIVE automated-driving platform and automotive development agreements; Jetson robotics and other embedded platforms; NVIDIA AI Enterprise and other software; and DGX Cloud software and services. The company’s products are used in gaming, professional visualization, data center, and automotive markets. It sells its products to original equipment manufacturers, original device manufacturers, system integrators and distributors, independent software vendors, cloud service providers, consumer internet companies, add-in board manufacturers, distributors, automotive manufacturers and tier-1 automotive suppliers, and other ecosystem participants. NVIDIA Corporation was incorporated in 1993 and is headquartered in Santa Clara, California.

Alphabet Inc. offers various products and platforms in the United States, Europe, the Middle East, Africa, the Asia-Pacific, Canada, and Latin America. It operates through Google Services, Google Cloud, and Other Bets segments. The Google Services segment provides products and services, including ads, Android, Chrome, devices, Gmail, Google Drive, Google Maps, Google Photos, Google Play, Search, and YouTube. It is also involved in the sale of apps and in-app purchases and digital content in the Google Play and YouTube; and devices, as well as in the provision of YouTube consumer subscription services. The Google Cloud segment offers infrastructure, cybersecurity, databases, analytics, AI, and other services; Google Workspace that include cloud-based communication and collaboration tools for enterprises, such as Gmail, Docs, Drive, Calendar, and Meet; and other services for enterprise customers. The Other Bets segment sells healthcare-related and internet services. The company was incorporated in 1998 and is headquartered in Mountain View, California.

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Meta Platforms, Inc. engages in the development of products that enable people to connect and share with friends and family through mobile devices, personal computers, virtual reality headsets, and wearables worldwide. It operates in two segments, Family of Apps and Reality Labs. The Family of Apps segment offers Facebook, which enables people to share, discuss, discover, and connect with interests; Instagram, a community for sharing photos, videos, and private messages, as well as feed, stories, reels, video, live, and shops; Messenger, a messaging application for people to connect with friends, family, communities, and businesses across platforms and devices through text, audio, and video calls; and WhatsApp, a messaging application that is used by people and businesses to communicate and transact privately. The Reality Labs segment provides augmented and virtual reality related products comprising consumer hardware, software, and content that help people feel connected, anytime, and anywhere. The company was formerly known as Facebook, Inc. and changed its name to Meta Platforms, Inc. in October 2021. The company was incorporated in 2004 and is headquartered in Menlo Park, California.

Kin and Carta plc provides technology, data, and digital transformation services in the United Kingdom, the United States, and internationally. The company offers cloud and platforms, data and AI, intelligent experiences, managed, and strategy and innovation services. It serves agriculture, digital, financial services, healthcare, industrial, insurance, private equity, public, and retail sectors. The company was formerly known as St Ives plc and changed its name to Kin and Carta plc in October 2018. Kin and Carta plc was incorporated in 1981 and is headquartered in London, the United Kingdom.

Neurones S.A., an information technology (IT) services company, provides infrastructure, application, and consulting services in France and internationally. Its infrastructure services include infrastructure management, manages public and private cloud services, IT operations, user support, DevOps, cybersecurity, IT service management, information system governance, and automation. The company also provides application services in the areas of SAP, digital, WEB, mobility, UX/UI, enterprise content and document management, business process management, robotic process automation, dematerialization, IT consulting for finance, big data, and DevOps, IT training and change management, and Innovation connected devices (IOT). In addition, it offers consulting services, including management and digital transformation, and digital marketing consulting; digital transformation services in the areas of agile/scrum, DevOps, CI/CD, cloud, infrastructure as code, cyber security, analytics, big data, mobility, digital workplace, connected devices, innovations, client experience, UX/UI, and digital marketing, as well as internal process digitization, ECM/BPM, RPA, dematerialization, AI, predictive maintenance, machine learning, and blockchain; and managed services/outsourcing services. The company serves banking/insurance, services/consumer goods, energy/utilities/healthcare, technologies/media/telecoms, industry/public works and civil engineering, and public sector markets. Neurones S.A. was founded in 1984 and is based in Nanterre, France.

Marshall & Stevens reviewed, among other data points, the Guideline Companies’ enterprise value (“EV”) as a multiple of revenue for the second (“CY 2025”) forecast for each Guideline Company.

The multiples were size-adjusted based on a comparison to the respective deciles, and the respective equity risk premium, to which each Guideline Company was classified compared to the 10^th decile utilized for Fusemachines. The selected multiples were based upon the comparative expected growth and margin performance of Fusemachines relative to the Guideline Company forecasts. Marshall & Stevens quantitatively considered the execution risk of management’s projections as an offset in the consideration of the multiple selections. Given the expected growth profile of Fusemachines, the CY 2025 forecasted revenue value indications were utilized as the more normalized performance years. The selected multiples were as follows:

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The overall range of enterprise value as determined by the Guideline Public Company method using the Projections was approximately $160,100,000 to $192,200,000 (rounded). After adding the estimated cash balance ($300,000) and subtracting the estimated debt balance ($2,999,000), the indicated equity value range for Fusemachines under the Guideline Public Company method was estimated to be between approximately $157,401,000 and $189,501,000.

Guideline Transaction Analysis

The market transaction method is a variation of the market approach where transactions involving the actual sale or purchase of Fusemachines’ enterprise value, or the enterprise value of similar companies are analyzed to provide an indication of fair market value. In the present instance, Marshall & Stevens’ transaction search yielded 21 comparable transactions.

Marshall & Stevens reviewed and analyzed selected historical and projected information about Fusemachines provided by Fusemachines’ management and compared this information to certain financial information of twenty-one (21) market transactions that Marshall & Stevens deemed to be reasonably comparable to Fusemachines (each a “Guideline Transaction” or “Transaction” and, collectively, the “Guideline Transactions” or “Transactions”). For the Guideline Transactions, Marshall & Stevens based their selection on discussions with management and industry research.

In their search for Guideline Transactions, Marshall & Stevens considered factors that coincide with Fusemachines’ business model, the geography and the markets Fusemachines serves, exposure to similar industry dynamics.

Marshall & Stevens reviewed, among other data points, the Guideline Transactions’ enterprise value (“EV”) as a multiple of revenue for the second (“CY 2025”) forecast for each Guideline Company.

Marshall & Stevens quantitatively considered the execution risk of management’s projections as an offset in the consideration of the multiple selections. Given the expected growth profile of Fusemachines, the CY 2025 forecasted revenue value indications were utilized as the more normalized performance years. The selected multiples were as follows:

The overall range of enterprise value as determined by the guideline transactions method using the Projections was approximately $147,300,000 to $217,800,000 (rounded). After adding the estimated cash balance ($300,000) and subtracting the estimated debt balance ($2,999,000), the indicated equity value range for Fusemachines under the guideline public company method was estimated to be between approximately $144,601,000 and $215,101,000.

Reconciled Conclusion of Value

Marshall & Stevens considered the discounted cash flow method the guideline public company method and guideline transactions method. A 50% weighting was placed on the discounted cash flow method given the detailed forecast provided by Fusemachines management. A 25% weighting was placed on the guideline public company method given the current market information and relevancy of the guideline companies. A 25% weighting was placed on the guideline transactions method given the current market information and relevancy of the guideline transactions. The indication of value under the Sensitivity Scenario was used for sensitivity testing only and was assigned no weight in the final value conclusion.

Giving the weighing discussed above, Marshall & Stevens concluded a final equity value range of approximately $149,200,000 to $199,500,000. This compares against the Base Purchase Price noted in the BCA of $196,100,000 and the calculated purchase price using the ABV method of $119,410,000.

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The full text of Marshall & Stevens’ written opinion, dated December 23, 2023, which sets forth the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken, and other matters considered by Marshall & Stevens in connection with the opinion, is attached to this proxy statement/prospectus as Annex H. The summary of Marshall & Stevens’ opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Marshall & Stevens’ written opinion. Marshall & Stevens’ opinion was provided for the information and assistance of the CSLM Board and does not constitute a recommendation as to how any shareholder of CSLM should vote or act (including with respect to any Redemption Rights) with respect to the Business Combination or any other matter.

Recommendation to Shareholders of CSLM

The CSLM Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interests of CSLM and CSLM’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Merger Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Document Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of CSLM’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CSLM and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, CSLM’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of CSLM’s Directors and Officers and Others in the Business Combination”.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain U.S. federal income tax considerations of the Domestication and an exercise of Redemption Rights in connection with the Proposed Transaction, please see “Material U.S. Federal Income Tax Considerations”.

Accounting Considerations

The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Under this method of accounting, CSLM will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Fusemachines issuing stock for the net assets of CSLM, accompanied by a recapitalization. The net assets of CSLM will be stated at historical cost, with no goodwill or other intangible assets recorded.

Summary Risk Factors

CSLM believes it is important to communicate its expectations to its securityholders. However, there may be events in the future that neither CSLM nor Fusemachines are able to predict accurately or over which they have control. The section in this proxy statement/prospectus entitled “Risk Factors” and the other cautionary language discussed in this proxy statement/prospectus provide examples of certain risks, uncertainties and events that may cause actual results to differ materially from the expectations described by CSLM or Fusemachines in such forward-looking statements. Set forth below is only a summary of certain principal risks associated with an investment in our securities. You should carefully consider the following discussion of risks, as well as the

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discussion of risks included elsewhere in this proxy statement/prospectus, including those described under “Risk Factors.”