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CSLM Acquisition Corp. *

CSLM Acquisition Corp. *

Dec 9, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Fusemachines Inc.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: FUSE

CSLM Acquisition Corp. entered into a definitive business combination agreement with Fusemachines Inc.

  • Fusemachines is a global provider of enterprise AI products and solutions. Leveraging proprietary AI Studio and AI Engines, the company helps drive the clients’ AI Enterprise Transformation. Under the leadership of chief executive officer and founder, Dr. Sameer Maskey, PhD, Adjunct Associate Professor at Columbia University, Fusemachines continues to actively pursue the mission of democratizing AI for the masses by providing high quality AI education in underserved communities.
  • Fusemachines is headquartered in New York with operations across Asia, Canada, USA and Latin America.

SUBSEQUENT EVENT – 2/5/25 – LINK

  • The SPAC entered into a second amendment to the Subscription Agreement to revise the PIPE Investment Amount to 884,000 Shares for $10.00/Share.

SUBSEQUENT EVENT – 9/4/24 – LINK

  • The SPAC entered into a PIPE agreement with the Sponsor to purchase 1,098,688 Shares for $10.00/Share.
    • CSLM Holdings entered into an additional contingent subscription agreement (“Contingent Subscription Agreement”) with the Sponsor, pursuant to which, the Sponsor has committed to investing up to an additional $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, and
      • (b) a 20% reduction for every dollar of Parent Closing Excess Cash in excess of $1,000,000, if any, in exchange for the issuance of shares of Pubco Common Stock at a price of $10.00 per share.

EXTENSION – 8/20/24 – LINK

  • The SPAC approved the extension from August 18, 2024 to July 18, 2025.
    • 3,399,500 shares were redeemed.
    • $30K per month will be deposited into the trust account.

TRANSACTION

  • The business combination, valuing the combined company at $200 million, is expected to be completed by the end of Q2 2024.
  • The transaction has been unanimously approved by the boards of directors of Fusemachines and CSLM.
  • The Sponsor agreed that it shall forfeit and surrender to Parent 3,971,250 Parent Private Warrants purchased in connection with the initial public offering.
  • The Merger Agreement also provides Parent, Sameer Maskey, the founder and Chief Executive Officer of the Company, and the Company are entering into a Founder Transaction Bonus Agreement, pursuant to which Mr. Maskey will be entitled to a transaction completion bonus upon the Closing.

SPAC FUNDING

  • CSLM affiliates have committed to invest up to $19.44 million in a mix of new PIPE financing in CSLM and pre-closing financing in Fusemachines that will cover Fusemachines’ working capital needs.
  • Please see the Subsequent Event from 2/5/25 for more details on PIPE funding.

LOCK-UP

  • Sponsor and Company:
    • The Sponsor’s and Company’s shares will be subject to a lock-up for a period of the shorter period of:
      • (i) one year after the Closing Date and
      • (ii) if the last reported sale price of Parent Common Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • CSLM and Fusemachines shareholder approvals

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by CSLM and the Company if the Closing has not occurred on or before October 18, 2024 (the “Outside Date”).

ADVISORS

  • Fusemachines Advisors:
    • Not yet specified
  • SPAC Advisors:
    • Not yet specified

SUBSEQUENT EVENT – 11/28/23 – LINK

  • On November 28, 2023, CSLM Acquisition Corp. received a waiver from BTIG, LLC, its initial public offering underwriter. BTIG agreed to permanently waive the Deferred Underwriting Fee and any Deferred Underwriting Commissions.
    • With this waiver, BTIG also resigned from all roles related to any future business combinations involving CLSM and/or its Sponsor.
    • CSLM agreed to register shares BTIG received from Consilium Acquisition Sponsor I, LLC upon closing its initial business combination, with the condition that failure to register these shares will reinstate the Deferred Discount.

EXTENSION – 7/17/23 – LINK

  • The SPAC approved the extension from July 18, 2023 to October 18, 2024.
    • 14,202,813 shares were redeemed for $10.48 per share.
    • $70K per month will be deposited into the trust account.
  • The shareholders of the Company approved the following proposals at the Special Meeting held on July 13, 2023:
    • (a) as a special resolution, to change the name of the Company from Consilium Acquisition Corp I, Ltd. to CSLM Acquisition Corp. (the “Name Change Proposal”)

MANAGEMENT & BOARD

Executive Officers

Charles Cassel, 58
Director, Chief Executive Officer and Chief Financial Officer

Mr. Cassel is the co-Founder and Chief Executive Officer of CIM. Mr. Cassel is responsible for the risk management for CIM’s investment strategies, the day-to-day operations of CIM and all non-equity portfolio management initiatives, and also serves as the Chief Compliance Officer. Before co-founding Consilium, Mr. Cassel held the position as Head of Emerging Markets Portfolio Management at Standard Asset Management. Prior to that, Mr. Cassel was at Americas Trust Bank as an Emerging Market debt portfolio manager and was earlier the Chief Financial Officer for the US subsidiary of Banco Cafetero de Colombia, where, among other responsibilities, he ran the bank’s international treasury book. Earlier, he was a Portfolio Manager of mortgage-backed securities at Bank Atlantic, a federally chartered savings bank. From 2014 to 2017, Mr. Cassel served as a director of Panache Beverages, Inc. Mr. Cassel holds a B.A. in Economics from Washington & Lee University and a M.Acc. in Accounting from Nova Southeastern University. Additionally, he is a CFA charter holder and a member of the CFA Institute.

Jonathan Binder, 58
Director and Chairman

Mr. Binder is the co-Founder of CIM and Chief Investment Officer and Portfolio Manager for CIM’s Frontier Equity and Extended Opportunities Fund Strategies. Prior to co-founding Consilium, Mr. Binder spent four years at Standard Asset Management, a division of the Standard Bank Group of South Africa, as Chief Investment Officer. Mr. Binder had previously spent two years at Americas Trust Bank where he was an Emerging Market equity hedge fund portfolio manager. Prior to this, Mr. Binder was Managing Director of Latin American Equity Capital Markets at Deutsche Morgan Grenfell and before that, launched James Capel’s equity sales trading and research business in Latin America. He graduated from the University of Bristol, England, with a B.Sc. (Econ) joint honors degree in Economics and Politics. Mr. Binder is an alumnus of Eton College.

Faisal Ghori, 39
Chief Operating Officer

Mr. Ghori is Director of Research of CIM. Prior to joining CIM, Mr. Ghori was a senior investment professional at Wasatch Global Investors where he invested across Emerging Markets and Frontier Growth Markets. He was a senior investment professional at Aldrich Capital Partners (previously known as Tipton Equity), a growth equity firm focused on high-growth technology companies. Earlier, he was an investment professional at Ashmore (previously known as Emerging Markets Management), a specialist Emerging Markets investment manager where he led investments across Frontier Growth Markets. He began his career as a technology investment banker at Merrill Lynch. Mr. Ghori received a BA from the University of California, Berkeley, and an MBA from the Kellogg School of Management, Northwestern University. He has additionally completed graduate coursework at the School of Foreign Service, Georgetown University. He is a term member of the Council on Foreign Relations.

Board of Directors

Irakli Gilauri, 45
Director

Mr. Gilauri is the Chief Executive Officer and Chairman of Georgia Capital. Irakli Gilauri formerly served as the Chief Executive Officer of BGEO Group from 2011 to May 2018. He joined as CFO of Bank of Georgia in 2004 and was appointed as Chairman of the Bank in September 2015, having previously served as Chief Executive Officer of the Bank since May 2006. Prior to that time, he was an EBRD (European Bank for Reconstruction and Development) banker. Mr Gilauri has up to 20 years of experience in banking, investment and finance. He served as Director of Georgia Healthcare Group PLC (now Georgia Healthcare Group Limited) from August 2015. Mr. Gilauri also sits on the Supervisory Board of JSC Georgia Capital. Mr. Gilauri received his undergraduate degree in Business Studies, Economics and Finance from the University of Limerick, Ireland, in 1998. He was later awarded the Chevening Scholarship, granted by the British Council, to study at the Cass Business School of City University, London, where he obtained his MSc in Banking and International Finance.

Peter Tropper, 69
Director

Mr. Tropper has been the Managing Member of Peter Tropper LLC since February 2014. He was a Senior Advisor to the Global Private Capital Association (previously known as the Emerging Markets Private Equity Association) and chair of the Frontier Markets Council. He has been appointed to numerous private equity fund advisor committees, and is a lecturer at the Wharton School, University of Pennsylvania. Previously, he was the Chief Investment Officer in IFC’s Private Equity Group. In this role, Mr. Tropper ran IFC’s program for funds that invest in small and medium enterprises and frontier markets. Prior to 2001, he was the HQ “anchor” for the supervision work of IFC’s South Asia Department. Until September 1999, Mr. Tropper served in IFC’s Latin America and Caribbean Department, where he was responsible for identifying and structuring IFC’s investments in the financial sector in the Caribbean and Chile, and for recommending investment strategies that contribute to the development of the region’s capital markets. Mr. Tropper also served as the first head of IFC’s Emerging Markets Data Base unit, which has since been sold to Standard & Poor’s. Mr. Tropper joined IFC in 1984, after several years as Deputy Director of the Northeast- Midwest Institute in Washington, D.C. Mr. Tropper has a B.A. from Yale University, an MBA from the University of Maryland, and a Master’s in International Affairs from the Johns Hopkins University School of Advanced International Studies (SAIS).

Salman Alam, 39
Director

Mr. Alam is Vice President, Legal at Western Digital Corporation, a leading provider of data storage technologies, where he has been responsible for worldwide product development and go-to-market technology legal issues since 2016. With nearly 15 years of legal experience in the corporate legal sector, he also serves as a principal counsel for the flash technology and consumer products business unit, dealing with emerging product regulatory issues within the data ecosystem in markets across the world, including South Asia and the ASEAN region, where he has significant cross-border transactional experience. Mr. Alam also previously served in roles of increasing responsibility at Western Digital, including Director & Senior Legal Counsel from 2014 to 2016 and Senior Counsel from 2013 to 2013. Prior to Western Digital, Mr. Alam has served as a legal executive to technology startups focused on mobile, web, and advertising business models, as well as a corporate transactional attorney at Newmeyer & Dillion, LLP, where he represented emerging and established companies in corporate transactions, M&A, capital markets, and corporate governance matters. Mr. Alam received a B.A. from the University of California, Berkeley, with two majors in South & Southeast Asian Studies (high honors) and Economics, and minors in Business Administration (Haas School of Business) and Philosophy, respectively. He also received a law degree from the University of California, Hastings. He has additionally completed coursework in the executive education program at Columbia Business School.

 

ByAnthony Sozzi