UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section240.14a-12 |
CSLM Acquisition Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
CSLM ACQUISITION CORP.
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD AUGUST 18, 2024
TO THE SHAREHOLDERS OF CSLM
ACQUISITION CORP.:
You are cordially invited to attend the annual general meeting (the “ General Meeting ”) of CSLM ACQUISITION CORP., (the “ Company ,” “ CSLM ,” “ we ,” “ us ” or “ our ”) to be held at 11:00 a.m. ET on August18, 2024. The physical place of the meeting will be held at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. For more information please visit https://www.cstproxy.com/cimspac/2024.
This meeting shall also serve as the Company’s annual meeting of shareholders for the year 2024.
The Company has identified a potential business combination target company (the “ Target ”) for an initial business combination (the “ Proposed Business Combination ”). The Company believes the target business is a compelling opportunity for the Company’s initial business combination and is currently in the process of completing an initial business combination.
The purpose of the Extension Proposal is to allow the Company more time to complete its Proposed Business Combination.
The Company will also be holding the General Meeting via teleconference using the following dial-in information:
(877) 853-5257 (US Toll Free)
(888) 475-4499 (US Toll Free)
International numbers available: https://loeb.zoom.us/u/adv66rBl7u
Conference ID: 587 621 6464
The General Meeting will be held for the purpose of considering and voting upon the following proposals and resolutions:
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The NTA Proposal — to consider and vote upon a proposal by special resolution in the form set forth in Annex A of the accompanying proxy statement to amend the Company’s amended and restated memorandum and articles of association adopted by special resolution (together, the “ Existing Charter ”) to remove the requirement that the Company must have net tangible assets of at least $5,000,001 to consummate a business combination. The net tangible asset rule is one of several exclusions from the “penny stock” rules of the SEC and the Company believes that it may rely on another exclusion, which relates to it being listed on Nasdaq (the “ Exchange Rule ”), to not be deemed a penny stock issuer. In addition, in the event the NTA Proposal is approved, the Company will not be required to maintain net tangible assets of $5,000,001 in order to complete its Proposed Business Combination. However, if we do not consummate the Proposed Business Combination by January12, 2025, 36 months after the effective date of our IPO registration statement, Nasdaq may issue a Staff Delisting Determination under Rule5810 to delist our securities from Nasdaq and our securities may then only be traded on one of the over-the-counter markets. Therefore we may be deemed to be a penny stock issuer which could subject us to the SEC’s “penny stock” rules. |
This proposal shall be referred to as the “ NTA Proposal ”;
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The Extension Proposal — to consider and vote upon a proposal by a special resolution in the form set forth in Annex A of the accompanying proxy statement to amend (the “ Extension Proposal ”) the Company’s Existing Charter to extend from August18, 2024 (the “ Current Termination Date ”) on a month-to-month basis, until July 18, 2025 (the “ Extended Date ”), the date by which, if the Company has |
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not consummated its initial business combination, the Company must: (a)cease all operations except for the purpose of winding up, (b)as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the ClassA ordinary shares of a par value of US$0.0001 each (the “ Class A Shares ” or “ Ordinary Shares ”) issued in the Company’s initial public offering (the “ Public Shares ”), at a per-share price, payable in cash, equal to the aggregate amount then on to the Company’s trust account (the “ Trust Account ”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay incomes taxes, if any (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (c)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of paragraph (b)and (c), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases, subject to the other requirements of applicable law; |
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The Trust Amendment Proposal — A proposal to approve by special resolution, an amendment to the Company’s investment management trust agreement, dated as of January 12, 2022, as amended July13, 2023, (the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer Trust Company as trustee (the “ Trustee ”) to the Company’s trust account (the “ Trust Account ”), allowing the Company to extend the Combination Period as described below; |
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The Ratification of Auditors Proposal — as an ordinary resolution, a proposal to consider and vote to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year December31, 2024; and |
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The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the General Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of additional proxies for the purpose of approving the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal, and the Ratification of Auditors Proposal to amend the NTA Proposal, the Extension Proposal, Trust Amendment Proposal or the Ratification of Auditors Proposal, or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the General Meeting; provided that the General Meeting is reconvened as promptly as practical thereafter. The Adjournment Proposal will only be presented at the General Meeting if based on the tabulated votes collected at the time of the General Meeting, there are not sufficient votes to approve the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal and the Ratification of Auditors Proposal. |
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To transact such other business that may properly come before the General Meeting or any postponement or adjournment thereof. |
The Proposed Business Combination
On January22, 2024, the Company (or “ CSLM ”), a Cayman Islands exempted company (which, pursuant to the terms of the Merger Agreement (as defined below), shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware by way of merger so as to migrate to and domesticate as a Delaware corporation prior at least one Business Day prior to the Closing Date, entered into a Merger Agreement (as it 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 ”), and Fusemachines Inc., a Delaware corporation (“ Fusemachines ” or the “ Target ”).
Fusemachines is a global provider of enterprise Artificial Intelligence (“ AI ”) products and solutions on a mission to democratize AI, by providing high quality AI education in underserved communities and helping organizations achieve their full potential with AI.
Under the Merger Agreement, the Fusemachines’ securityholders will receive an aggregate number of CSLM Common Shares equal to the quotient obtained by dividing (a) $200,000,000, by (b)US$10.00 in
exchange for all of Fusemachines’ Aggregate Fully Diluted Company Common Stock, as such terms are defined in the Merger Agreement.
Prior Extension.
On July13, 2023 as approved by its shareholders at an extraordinary general meeting, the Company’s Existing Charter was amended by a special resolution approved by the shareholders, and provides that the Sponsor (as hereinafter defined) has the right to cause the Company to extend the period of time to consummate a business combination (the “ Combination Period ”) on a month-to-month basis, until October18, 2024 by depositing $70,000 (each an “ Extension Payment ”) into the Trust Account for each one-month extension. In connection with this extraordinary general meeting, 14,202,813 Public Shares were tendered for redemption, leaving 4,772,187 Public Shares outstanding.
On July13, 2023, the Company issued an aggregate of 4,743,749 shares of its ClassA Shares to Consilium Acquisition Sponsor I, LLC, the Company’s sponsor (the “ Sponsor ”) and the holder of the Company’s ClassB ordinary shares, par value $0.0001 per share (“ Class B Shares ”), upon the conversion of an equal number of ClassB Shares (the “ Conversion ”). The 4,743,749 ClassA Shares issued in connection with the Conversion are subject to the same restrictions as applied to the ClassB Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering (the converted ClassB Shares and the remaining one ClassB Share are together referred to as the “ Sponsor Shares ”).
Following the Conversion and the redemptions, there were 9,515,936 ClassA Shares issued and outstanding and one ClassB Share issued and outstanding.
Holders of the Sponsor Shares have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any Sponsor Shares held by it or them, as applicable, if the company fails to complete an initial business combination.
The Sponsor has indicated that if the Extension Proposal is approved, the Sponsor will contribute $30,000, as a loan to the Company (each loan being referred to herein as a “ Contribution ”) for each one-month extension period, commencing on the 18th day of each month, (each such one-month extension, an “ Extension Period ”) until the earlier of (x)the date of the extraordinary general meeting held in connection with a shareholder vote to approve its initial business combination; (y)the Extended Date and (z)the date that the board determines in its sole discretion to no longer seek an initial business combination.
The Company intends to deposit each contribution in the Trust Account within three business days of the beginning of the Extension Period which such Contribution relates to. The Sponsor will not make any Contribution unless the Extension Proposal is approved. The Contributions will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The Company’s board of directors will have the sole discretion to extend the timeline to consummate an initial business combination for an additional Extension Period. If the board of directors determines not to extend the timeline to consummate an initial business combination by an additional Extension Period, the additional Contributions will terminate. If the board of directors determines not to extend the timeline to consummate an initial business combination by an additional Extension Period, the Company will cease all operations except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days after the Current Termination Date, redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Existing Charter.
The Contribution will not bear any interest and will be repayable by the Company to Sponsor, or its affiliates or designees, upon consummation of an initial business combination. The loans will be forgiven if the Company is unable to consummate the Proposed Business Combination except to the extent of any funds held outside of the Trust Account. If the Company’s board of directors determines that the Company will not be able to consummate the Proposed Business Combination by the Extended Date, the Company will cease all operations except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days
after the Current Termination Date, redeem 100% of the issued and outstanding Public Shares in accordance with the procedures set forth in the Existing Charter in the event the NTA Proposal, the Extension Proposal and Trust Amendment Proposal are not approved.
Your attention is directed to the proxy statement accompanying this Notice for a more complete statement of matters to be considered at the General Meeting.
The Company’s board of directors has fixed the close of business on August6, 2024 as the record date for determining the Company’s shareholders entitled to receive notice of and to vote at the General Meeting and any adjournment or postponement thereof. Only holders of record of the Ordinary Shares and Public Shares on that date are entitled to have their votes counted at the General Meeting or any adjournment or postponement thereof.
To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the General Meeting (or August15, 2024). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
After careful consideration of all relevant factors, the Company’s board of directors recommends that you vote or give instructions to vote (i) “FOR” the NTA Proposal; (ii) “FOR” the Extension Proposal; (iii) “FOR” the Trust Amendment Proposal, (iv) “FOR” the Ratification of Auditors Proposal, and if presented (v) “FOR” the Adjournment Proposal. Notwithstanding the order of the resolutions on the notice to the General Meeting, the Adjournment Proposal may be presented first to the shareholders if, based on the tabulated vote collected at the time of the General Meeting, there are insufficient votes for, or otherwise in connection with, the approval of the NTA Proposal, the Extension Proposal, the Ratification of Auditors Proposal and the Trust Amendment Proposal.
Enclosed is the proxy statement containing detailed information concerning the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal and the General Meeting.
Whether or not you plan to virtually attend the General Meeting, we urge you to read this material carefully and vote your shares.
I look forward to seeing you at the meeting.
| By Order of the Board of Directors, |
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/s/ Charles Cassel |
| Charles Cassel |
| Chief Executive Officer and Chairman |
| August8, 2024 |
Your vote is important. Please sign, date and return your proxy card as soon as possible but in any event so as to be received by Advantage Proxy prior to the commencement of the General Meeting to make sure that your shares are represented at the General Meeting. If you are a shareholder of record, you may also cast your vote in person (including virtually) at the General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person (including virtually) at the General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have no effect on the outcome of the proposals.
Important Notice Regarding the Availability of Proxy Materials for the General Meeting to be held on August18, 2024: This notice of meeting, the accompany proxy statement and proxy card are available at https://www.cstproxy.com/cimspac/2024.
CSLM ACQUISITION CORP.
2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308
PROXY STATEMENT
CSLM ACQUISITION CORP., (the “ Company ,” “ CSLM ,” “ we ,” “ us ” or “ our ”), a Cayman Islands exempted company, is providing this proxy statement in connection with the solicitation by the Company’s board of directors (the “ Board ”) of proxies to be voted at the General Meeting to be held 11:00 a.m. ET on August18, 2024. The physical place of the meeting will be held at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. For more information please visit https://www.cstproxy.com/cimspac/2024 .
This meeting shall also serve as the Company’s annual meeting of shareholders for the year 2024.
The Company has identified a potential business combination target company (the “ Target ”) for an initial business combination (the “ Proposed Business Combination ”). The Company believes the Target is a compelling opportunity for the Company’s initial business combination and is currently in the process of completing an initial business combination involving the Target.
The purpose of the Extension Proposal is to allow the Company more time to complete its Proposed Business Combination.
The Company will also be holding the General Meeting via teleconference using the following dial-in information:
(877) 853-5257 (US Toll Free)
(888) 475-4499 (US Toll Free)
International numbers available: https://loeb.zoom.us/u/adv66rBl7u
Conference ID: 587 621 6464
The General Meeting will be held for the sole purpose of considering and voting upon:
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The NTA Proposal — to consider and vote upon a proposal by special resolution in the form set forth in Annex A of the accompanying proxy statement to amend the Company’s amended and restated memorandum and articles of association adopted by special resolution (together, the “ Existing Charter ”) to remove the requirement that the Company must have net tangible assets of at least $5,000,001 to consummate a business combination. The net tangible asset rule is one of several exclusions from the “penny stock” rules of the SEC and the Company believes that it may rely on another exclusion, which relates to it being listed on Nasdaq (the “ Exchange Rule ”), to not be deemed a penny stock issuer. In addition, in the event the NTA Proposal is approved, the Company will not be required to maintain net tangible assets of $5,000,001 in order to complete its Proposed Business Combination. However, if we do not consummate the Proposed Business Combination by January 12, 2025, 36 months after the effective date of our IPO registration statement, Nasdaq may issue a Staff Delisting Determination under Rule 5810 to delist our securities from Nasdaq, and our securities may then only be traded on one of the over-the-counter markets. Therefore we may be deemed to be a penny stock issuer which could subject us to the SEC’s “penny stock” rules. |
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The Extension Proposal — to consider and vote upon a proposal by a special resolution in the form set forth in Annex B of the accompanying proxy statement to amend (the “ Extension Proposal ”) the Company’s Existing Charter to extend from August18, 2024 (the “ Current Termination Date ’) on a month-to-month basis, up to July 18, 2025 (the “ Extended Date ”), the date by which, if the Company has not consummated the Proposed Business Combination, the Company must: (a)cease all operations except for the purpose of winding up, (b)as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the ordinary shares of a par value of US$0.0001 each (the “ Ordinary Shares ”) issued in the Company’s initial public offering (the “ Public Shares ”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, |
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including interest earned on the funds held in the Trust Account and not previously released to the Company to pay incomes taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (c)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of paragraph (b)and (c), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases, subject to the other requirements of applicable law; |
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The Trust Amendment Proposal — A proposal to approve by special resolution, an amendment to the Company’s investment management trust agreement, dated as of January12, 2022, as amended July13, 2023, (the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer Trust Company (the “ Trustee ”), allowing the Company to extend the Combination Period on a month-to-month basis until July 18, 2025 (as amended, the “ Trust Amendment ”); |
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Ratification of Auditors Proposal – as an ordinary resolution, to consider and vote to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year December 31, 2024;and; and |
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The Adjournment Proposal — as an ordinary resolution, to consider and vote to approve the adjournment of the General Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of additional proxies for the purpose of approving the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal, and the Ratification of Auditors Proposal to amend the NTA Proposal, the Extension Proposal or Trust Amendment Proposal, or the Ratification of Auditors Proposal or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the General Meeting; provided that the General Meeting is reconvened as promptly as practical thereafter. The Adjournment Proposal will only be presented at the General Meeting if based on the tabulated votes collected at the time of the General Meeting, there are not sufficient votes to approve the NTA Proposal, the Extension Proposal, and the Trust Amendment Proposal; and the Ratification of Auditors Proposal; and. |
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To transact such other business that may properly come before the General Meeting or any postponement or adjournment thereof. |
In addition, our board of directors currently believes that there will not be sufficient time before the Current Termination Date to complete the Proposed Business Combination and hold an extraordinary general meeting at which to conduct a vote for shareholder approval of the Proposed Business Combination. Accordingly, our board of directors has determined it is in the best interests of the Company to extend the termination date from the Current Termination Date to the Extended Date.
If the Extension Proposal is not approved at the General Meeting or any adjournment or postponement thereof and we do not consummate a business combination by the Current Termination Date, we will (a)cease all operations except for the purpose of winding up, (b)as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay incomes taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (c)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of paragraph (b)and (c), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases, subject to the other requirements of applicable law.
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The Board has fixed the close of business on August6, 2024 as the record date for determining the Company’s shareholders entitled to receive notice of and to vote at the General Meeting and any adjournment thereof (the “ Record Date ”). On the Record Date, there were 9,515,936 ClassA ordinary shares and one ClassB Share, issued and outstanding. The Company’s rights and warrants do not have voting rights. Only holders of record of the Company’s Ordinary Shares on the Record Date are entitled to have their votes counted at the General Meeting or any adjournment thereof.
We know that many of our shareholders will be unable to attend the General Meeting. We are soliciting proxies so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the shareholders at the General Meeting. Whether or not you plan to attend, please take the time now to read the proxy statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the General Meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the General Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.
This proxy statement contains important information about the General Meeting, the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal. Please read it carefully and vote your shares.
This proxy statement is dated August8, 2024 and, together with the proxy card, is first being mailed to shareholders on or about August8, 2024.
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QUESTIONS AND ANSWERS ABOUT THE GENERAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should carefully read the entire document, including the annexes to this proxy statement.
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What is being voted on? |
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You are being asked to consider and vote upon (w)a proposal by a special resolution in the form set forth in Annex A of the accompanying proxy statement to amend the Company’s amended and restated memorandum and articles of association adopted by special resolution dated January5, 2022, as amended July13, 2023 (together, the “ Existing Charter ”) (i) remove the requirement that the Company must have net tangible assets of at least $5,000,001 to consummate a business combination. The net tangible asset rule is one of several exclusions from the “penny stock” rules of the SEC and the Company believes that it may rely on another exclusion, which relates to it being listed on Nasdaq (the “ Exchange Rule ”), to not be deemed a penny stock issuer. (the “ NTA Proposal ”); and (ii)to amend the Company’s Existing Charter to: extend from August18, 2024 (the “ Current Termination Date ’) on a month-to-month basis up to July18, 2025 (the “ Extended Date ”), the date by which, if the Company has not consummated the Proposed Business Combination, the Company must: (a)cease all operations except for the purpose of winding up, (b)as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Class A ordinary shares of a par value of US$0.0001 each issued in the Company’s initial public offering (the “ Public Shares ”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Company’s trust account (“ Trust Account ”) and not previously released to the Company to pay income taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (c)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, in the case of paragraph (b)and (c), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of applicable law and in all cases, subject to the other requirements of applicable law (the “ Extension Proposal ”); (x)a proposal to amend the Company’s investment management trust agreement, dated as of January12, 2022, and amended July13, 2023 (the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer Trust Company (the “ Trustee ”), allowing the Company to extend the Combination Period on a month-to-month basis until July18, 2025 (as amended, the “ Trust Amendment ”), (y)a proposal by an ordinary resolution to consider and ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December31, 2024; and (z)a proposal by an ordinary resolution to adjourn the General Meeting if necessary. |
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Why is the Company proposing the Extension Proposal? |
| A. |
The Company is a blank check company incorporated in the Cayman Islands as an exempted company. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. On January22, 2024, the Company entered into a Merger Agreement, by and among CSLM, CSLM Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CSLM (“Merger Sub”), and Fusemachines Inc., a Delaware corporation (“ Fusemachines ” or the “ Target ”) (as it may be amended and/or restated from time to time, the “ Merger Agreement ”). Our Existing Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares if there is no qualifying business combination(s) consummated on or before the Current Termination Date, assuming that the time to complete a business combination is not extended as provided in the Existing Charter. The Company’s Existing Charter provides that the Sponsor Company has the right to cause the Company to extend the period of time to consummate a business combination (the “ Combination Period ”) on a month-to-month basis until October18, 2024 by depositing $70,000 into the |
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| Trust account per Extension Period. As of the date of this proxy statement, the Company has until August18, 2024 (the ” Current Termination Date ”) to complete its Proposed Business Combination. |
The purpose of the Extension Proposal is to allow the Company more time to complete its proposed business combination (the “ Proposed Business Combination ”).
Our board of directors currently believes that there will not be sufficient time before the Current Termination Date to complete its Proposed Business Combination and hold a general meeting at which to conduct a vote for shareholder approval of the Proposed Business Combination. Accordingly, our board of directors has determined it is in the best interests of the Company to extend the termination date from the Current Termination Date to the Extended Date.
If the Extension Proposal is not approved at the General Meeting or any adjournment or postponement thereof and we do not consummate a business combination by the Current Termination Date, assuming that the time to complete a business combination is not extended as provided in the Existing Charter, we will (a)cease all operations except for the purpose of winding up, (b)as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (c)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, in the case of paragraph (b)and (c), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases, subject to the other requirements of applicable law.
YOU ARE NOT BEING ASKED TO VOTE ON THE BUSINESS COMBINATION AT THIS TIME. IF THE NTA PROPOSAL, EXTENSION PROPOSAL AND TRUST AMENDMENT PROPOSAL ARE APPROVED AND THE EXTENSION AMENDMENT IS FILED AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON THE BUSINESS COMBINATION WHEN IT IS SUBMITTED TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT THE BUSINESS COMBINATION IS APPROVED AND COMPLETED OR THE COMPANY HAS NOT CONSUMMATED A BUSINESS COMBINATION BY THE EXTENDED DATE.
| Q. |
Why should I vote for the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal? |
| A. |
The Board believes shareholders will benefit from the Company’s consummating the Proposed Business Combination and is proposing the Extension Proposal and Trust Amendment Proposal to extend the date by which the Company has to complete the Proposed Business Combination. Approval of the Extension Proposal and the Trust Amendment Proposal would give the Company additional time to complete the Proposed Business Combination or a potential alternative initial business combination and would allow you as a shareholder the benefit of voting for the Proposed Business Combination or a potential alternative initial business combination and remaining a shareholder in the post-business combination company, if you desire. |
In addition, the purpose of the NTA Proposal, is to ensure that, in connection with its Proposed Business Combination, the Company would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “ NTA Rule ”). The Company is proposing to amend its Existing Charter to remove the requirement that the Company have net tangible assets of at least $5,000,001
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to consummate a Business Combination. The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and the Company believes that it may rely on another exclusion, which relates to it being listed on the Nasdaq Global Market (Rule 3a51-1(a)(2)) (the “ Exchange Rule ”), to not be deemed a penny stock issuer by being listed on Nasdaq Capital or Global Market. If the NTA Proposal is approved, the Company will not be required to maintain net tangible assets in order to complete the Proposed Business Combination. However, if we do not consummate the Proposed Business Combination by January12, 2025, 36 months after the effective date of our IPO registration statement, Nasdaq may issue a Staff Delisting Determination under Rule 5810 to delist our securities from Nasdaq and our securities may then only be traded on one of the over-the-counter markets. Therefore we may be deemed to be a penny stock issuer which could subject us to the SEC’s “penny stock” rules.
Accordingly, we believe that the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal are consistent with the spirit in which the Company offered its securities to the public in the IPO.
You will have redemption rights in connection with the NTA Proposal, the Extension Proposal and The Trust Amendment Proposal.
| Q. |
May I redeem my Public Shares in connection with the vote on the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal? |
| A. |
Yes. Under our Existing Charter, if the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal are approved each holder of a Public Share will be provided with the opportunity to redeem their Public Shares at a per-share price, payable in cash, equal to their pro rate portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company to pay our income taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue. Holders of Public Shares do not need to vote against NTA Proposal, the Extension Proposal and the Trust Amendment Proposal or be a holder of record on the Record Date to exercise their redemption rights. |
If the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal are approved, with respect to holders’ right to redeem, the Company will remove from the Trust Account an amount (the “ Withdrawal Amount ”) equal to the pro rata portion of funds available in the Trust Account relating to any Public Shares redeemed by holders in connection with the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal, if any, and (ii)deliver to the holders of such redeemed Public Shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete the Proposed Business Combination or a potential alternative initial business combination on or before the Extended Date. Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on the Proposed Business Combination or a potential alternative initial business combination.
| Q. |
Why is the Company proposing the Adjournment Proposal? |
| A. |
To allow the Company more time to solicit additional proxies in favor of the NTA Proposal, Extension Proposal and Trust Amendment Proposal, in the event the Company does not receive the requisite shareholder vote to approve the NTA Proposal, Extension Proposal and Trust Amendment Proposal. Notwithstanding the order of the resolutions on the notice to the General Meeting, the Adjournment Proposal may be presented first to the shareholders if, based on the tabulated votes collected at the time of the General Meeting, there are insufficient votes for, or otherwise in connection with, the approval of the NTA Proposal, Extension Proposal, the Ratification of Auditors Proposal, and the Trust Amendment Proposal. |
| Q. |
How do the Company’s executive officers, directors and affiliates intend to vote their shares? |
| A. |
All of the Company’s shareholders as of immediately prior to our IPO (collectively, the “ Initial Shareholders ”), including our directors and officers and the Sponsor, are expected to vote any Company |
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| ordinary shares of a par value of US$0.0001 each (the “ Ordinary Shares ”) over which they have voting control (including any Public Shares owned by them) in favor of the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal. |
Our Initial Shareholders, including our Sponsor, our officers and directors and the representative in our initial public offering, are not entitled to redeem such shares in connection with the Extension Proposal. On the Record Date, they held 4,743,750 Ordinary Shares (which includes one ClassB Share) representing approximately 49% of the Company’s issued and outstanding Ordinary Shares.
The Company’s initial shareholders did not beneficially own any Public Shares in the aggregate as of the Record Date but may choose to purchase Public Shares in the open market and/or through negotiated private transactions after the date of this proxy statement. In the event that such purchases do occur, the initial shareholders may seek to purchase shares from shareholders who would otherwise have voted against the NTA Proposal, Extension Proposal and Trust Amendment Proposal and/or elected to redeem their shares. Any Public Shares so purchased will be voted in favor of the NTA Proposal, the Extension Proposal, Trust Amendment Proposal and the Ratification of Auditors Proposal.
| Q. |
What vote is required to adopt the proposals? |
| A. |
NTA Proposal. The NTA Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a majority of not less than two- thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote in person or by proxy at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given. |
Extension Proposal. The Extension Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a majority of not less than two- thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote in person or by proxy at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Trust Amendment Proposal. The Trust Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of not less than two-thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote in person or by proxy at the General Meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Ratification of Auditor Proposal. The Ratification of Auditor Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company.
Adjournment Proposal. The Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company.
| Q. |
What if I do not want to approve the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal, the Ratification of Auditors Proposal or the Adjournment Proposal? |
| A. |
If you do not want to approve the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal, the Ratification of Auditors Proposal or the Adjournment Proposal, you may abstain, not vote, or vote against each proposal. |
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| Q. |
Will you seek any further extensions to liquidate the Trust Account? |
| A. |
Other than the extensions until the Extended Date, as of the date of this proxy statement, we do not anticipate seeking any further extension to consummate a business combination, although we may determine to do so in the future, if necessary. |
| Q. |
What happens if the NTA Proposal, the Extension Proposal, Trust Amendment Proposal, and the Ratification of Auditors Proposal are not approved? |
| A. |
If based on the tabulated vote there are insufficient votes to approve the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal and the Ratification of Auditors Proposal, the Company may put the Adjournment Proposal to a vote as the first resolution in order to seek additional time to obtain sufficient votes in support of the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal and the Ratification of Auditors Proposal. If the Extension Proposal, the Trust Amendment and the Ratification of Auditors Proposal are not approved at the General Meeting, we expect to take all necessary actions and hold an extraordinary general meetings until October18, 2024, to obtain the approval of the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal. If the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal are not approved by October18, 2024 and we are unable to consummate the Proposed Business Combination prior to or on October18, 2024, assuming that the time to complete a business combination is not extended by the Sponsor to this date, as provided in and in accordance with the Existing Charter, the Company shall (i)cease all operations except for the purpose of winding up; (ii)as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company 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, which redemption will completely extinguish public Shareholders’ rights as Shareholders (including the right to receive further liquidation distributions, if any); and (iii)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Shareholders and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii)and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. At such time, the Private Warrants will expire and the Sponsor will receive nothing upon a liquidation with respect to such Private Warrants, and the Private Warrants will be worthless. |
The amount in the Trust Account (less approximately $1,897.50 representing the aggregate nominal par value of the shares issued in the IPO) under the Companies Act will be treated as a share premium which is distributable under the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the Trust Account, we anticipate that we would distribute to holders of the Public Shares issued in the IPO (the “ Public Shareholders ”) the amount in the Trust Account calculated as of the date that is two business days prior to the distribution date (including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our Public Shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the Trust Account or that a court would conclude that such agreements are legally enforceable.
The Initial Shareholders have agreed to waive their rights to participate in any liquidation of our Trust Account or other assets with respect to the 4,743,750 Ordinary Shares held or controlled by our Initial Shareholders prior to the IPO (the “ insider shares ”) and to vote their insider shares in favor of any
8
dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the Trust Account with respect to the insider shares.
| Q. |
If the Extension Proposal is approved, what happens next? |
| A. |
If the Extension Proposal is approved, the Company will continue to attempt to consummate the Proposed Business Combination until the Extended Date, or the earlier date on which the Board otherwise determines in its sole discretion that it will not be able to consummate the Proposed Business Combination by the Extended Date, and does not wish to seek an additional extension. |
If the Extension Proposal is approved, the removal of the Withdrawal Amount from the Trust Account, if any, will reduce the amount remaining in the Trust Account and increase the percentage interest of Company shares held by the Company’s officers, directors and their affiliates.
| Q. |
Would I still be able to exercise my redemption rights in the future if I vote against any subsequently proposed business combination? |
| A. |
Unless you elect to redeem your shares in connection with this shareholder vote to approve the Extension Proposal, you will be able to vote on any subsequently proposed business combination when it is submitted to Shareholders. If you disagree with the Proposed Business Combination, you will retain your right to vote against it and/or redeem your Public Shares upon consummation of the Proposed Business Combination in connection with the shareholder vote to approve such business combination, subject to any limitations set forth in the Existing Charter. |
| Q. |
How do I change my vote? |
| A. |
If you have submitted a proxy to vote your shares and wish to change your vote, or revoke your proxy, you may do so by delivering a later-dated, signed proxy card to Advantage Proxy, Inc., the Company’s proxy solicitor, at PO Box 10904, Yakima, WA 98909, Toll-Free: 877-870-8565 or Collect: 206-870-8565, Email: KSmith@advantageproxy.com, prior to the commencement of the General Meeting. |
| Q. |
How are votes counted? |
| A. |
The Company’s proxy solicitor, Advantage Proxy, Inc., will be appointed as inspector of election for the meeting. Votes will be counted by the inspector of election, who will separately count “FOR” and “AGAINST” votes, abstentions, and broker non-votes. |
NTA Proposal. The NTA Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a majority of not less than two- thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote in person or by proxy at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Extension Proposal. The Extension Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Trust Amendment Proposal. The Trust Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
The Ratification of Auditors Proposal. The Ratification of Auditors Proposal must be approved by an ordinary resolution, being a resolution passed by the affirmative vote of a simple majority of the votes cast
9
by holders of the then issued and outstanding Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company. Abstentions and broker non-votes will not be considered votes cast on the Ratification of Auditors Proposal; however, the ratification of the selection by the Audit Committee of the Board of BDO USA, P.C. is a matter on which a broker, bank or other nominee has discretionary voting authority, and thus, it is not expected that any broker non-votes will be received with respect to the Ratification of Auditors Proposal.
Adjournment Proposal. The Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of the then issued and outstanding Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at a the General Meeting of the Company.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.
| Q. |
If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me? |
| A. |
No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. The Company believes that the NTA Proposal, the Extension Proposal, Trust Amendment Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal will be considered non-discretionary and therefore your broker, bank or other holder of record holding your shares for you cannot vote your shares without your instruction on any of the proposals presented . A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary Proposal because the holder of record has not received voting instructions from the beneficial owner. |
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Proposals. As a result, if you abstain from voting on any of the Proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Existing Charter), but the abstention will have no effect on the outcome of such proposal.
| Q. |
What will happen if I abstain from voting or fail to vote at the General Meeting? |
| A. |
At the General Meeting, CSLM will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have no effect on the outcome of the vote on any of the proposals. |
If a shareholder who holds share in “street name” does not give the broker voting instructions, the broker is not permitted under applicable self-regulatory organization rules to vote the shares on “non-routine” proposals, such as the NTA Proposal and the Extension Proposal. These “broker non-votes” will also count as present for purposes of determining whether a quorum is present and will have no effect on the outcome of the vote on any of the Proposals.
| Q. |
What will happen if I sign and return my proxy card without indicating how I wish to vote? |
| A. |
Signed and dated proxies received by CSLM without an indication of how the shareholder intends to vote on a proposal will be voted as recommended by the Board. |
10
| Q. |
If I am not going to attend the General Meeting, should I return my proxy card instead? |
| A. |
Yes. Whether you plan to attend the General Meeting virtually or not, please read the proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
| Q. |
May I change my vote after I have mailed my signed proxy card? |
| A. |
Yes. You may change your vote at any time before your proxy is voted at the General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by voting again via the Internet, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the commencement of the General Meeting. If you hold your Public Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to: |
Advantage Proxy, Inc.
PO Box 10904, Yakima, WA 98909
Toll-Free 877-870-8565, or collect at 206-870-8565
Email: KSmith@advantageproxy.com
Unless revoked, a proxy will be voted at the General Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies which have been signed and returned will be voted FOR each of the Proposals.
| Q. |
What should I do if I receive more than one set of voting materials? |
| A. |
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
| Q. |
What is a quorum requirement? |
| A. |
A quorum of Shareholders is necessary to hold a valid meeting. One or more shareholders holding at least one-third of the paid-up voting share capital of the Company present in person or by proxy and entitled to vote at the meeting shall constitute a quorum. In the absence of a quorum, the General Meeting will stand adjourned to the same day/time/place in the following week. As of the Record Date for the General Meeting, Ordinary and/or Public Shares, in the aggregate, would be required to achieve a quorum. |
| Q. |
Who can vote at the General Meeting? |
| A. |
Only holders of record of the Company’s Ordinary Shares and Public Shares at the close of business on August6, 2024 are entitled to have their vote counted at the General Meeting and any adjournments or postponements thereof. For the purposes of this Proxy Statement “holders of record” means the persons entered in the register of members of the Company as the holders of the relevant shares. On the Record Date, there were 9,515,936 ClassA ordinary shares and one ClassB ordinary share, par value $0.0001 per share, issued and outstanding. The Company’s rights and warrants do not have voting rights. Only holders of record of the Company’s Ordinary Shares and Public Shares on the Record Date are entitled to have their votes counted at the General Meeting or any adjournment thereof. |
Shareholder of Record: Shares Registered in Your Name . If on the Record Date your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer Trust
11
Company, then you are a shareholder of record. As a shareholder of record, you may vote in person (including virtually) at the General Meeting or vote by proxy. Whether or not you plan to attend the General Meeting virtually, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank . If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the General Meeting unless you request and obtain a valid proxy from your broker or other agent.
| Q. |
Does the Board recommend voting for the NTA Proposal, the Extension Proposal, the Trust Amendment Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal? |
| A. |
Yes. The Board recommends that the Company’s Shareholders vote “FOR” NTA Proposal, “FOR” the Extension Proposal , “FOR” the Trust Amendment Proposal, “FOR” the Ratification of Auditors Proposal and “FOR” the Adjournment Proposal. |
| Q. |
What interests do the Company’s directors and officers have in the approval of the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal? |
| A. |
The Company’s directors, officers and their affiliates have interests in the NTA Proposal, the Extension Proposal and Trust Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, but are not limited to, beneficial ownership of insider shares and private warrants that will become worthless if the NTA Proposal, the Extension Proposal and Trust Amendment Proposal are not approved. See the section entitled “ Interests of the Company’s Directors and Officers .” |
| Q. |
What if I object to the Extension Proposal or Trust Amendment Proposal? Do I have appraisal rights? |
| A. |
Company Shareholders do not have appraisal rights in connection with the NTA Proposal, the Extension Proposal or Trust Amendment Proposal. |
| Q. |
What do I need to do now? |
| A. |
You are urged to read carefully and consider the information contained in this proxy statement and to consider how the proposals will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| Q. |
How do I redeem my Public Shares of the Company? |
| A. |
In connection with the General Meeting and the vote on the Extension Proposal, each Public Shareholder may seek to redeem its Public Shares at a per-share price, payable in cash, equal to their pro rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company to pay our income taxes, if any (less up to US$100,000 of interest to pay dissolution expenses) divided by the number of Public Shares then in issue. Holders of Public Shares do not need to vote on the Extension Proposal or be a holder of record on the Record Date to exercise redemption rights. |
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To demand redemption, if you hold physical certificates for Public Shares, you must physically tender your share certificates to Continental Stock Transfer Trust Company, the Company’s transfer agent, at Continental Stock Transfer Trust Company, One State Street Plaza, 30th Floor, New York, NY 10004, Attn: Mark Zimkind, E-mail: spacredemptions@continentalstock.com, no later than two business days prior to the General Meeting (or August15, 2024). If you hold your Public Shares in “street name” through a bank, broker or other nominee, you must deliver your shares to Continental Stock Transfer Trust Company electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System two business days prior to the General Meeting to demand redemption. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment.
| Q. |
Who will solicit and pay the cost of soliciting proxies? |
| A. |
CSLM will pay the cost of soliciting proxies for the General Meeting. CSLM has engaged Advantage Proxy, Inc., to assist in the solicitation of proxies for the General Meeting. CSLM has agreed to pay Advantage Proxy a fee of $8,500, plus disbursements. CSLM will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. CSLM will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. CSLM’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. |
| Q. |
Who can help answer my questions? |
| A. |
If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact CSLM’s proxy solicitor at: |
Advantage Proxy, Inc.
PO Box 10904, Yakima, WA 98909
Toll-Free 877-870-8565 or collect at 206-870-8565
Email: KSmith@advantageproxy.com
You may also obtain additional information about CSLM from documents filed with the Securities and Exchange Commission (“ SEC ”) by following the instructions in the section titled “ Where You Can Find More Information .”
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FORWARD-LOOKING STATEMENTS
We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution of the funds from the Trust Account and the Company’s ability to finance and consummate a business combination following the distribution of funds from the Trust Account. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement and to consider the risks, uncertainties and events discussed in this proxy statement, in addition to the risk factors set forth in our other filings with the SEC. The documents we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “ Where You Can Find More Information ” for additional information about our filings.
All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
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BACKGROUND
The Company
The Company is a blank check company incorporated in the Cayman Islands as an exempted company. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.
On January18, 2022, the Company consummated the IPO of 18,975,000 units at a price of $10.00 per public unit, including the full exercise of the underwriter’s overallotment option, generating gross proceeds of $189,750,000. Substantially concurrently with the closing of the IPO, the Company consummated a private placement of 7,942,500 warrants, at a price of $1.00 per private placement warrant to the Sponsor (the “ Private Warrants ”), generating gross proceeds of $7,942,500.
Upon the closing of the IPO and the underwriters’ exercise of the over-allotment option, and associated private placement, 191,647,500 ($10.10 per unit) of cash was placed in the Trust Account with Continental Stock Transfer Trust Company acting as trustee established for the benefit of the persons holding Public Shares.
On July13, 2023 as approved by its shareholders at an extraordinary general meeting, the Company’s Existing Charter was amended by a special resolution approved by the shareholders, and provides that the Sponsor (as hereinafter defined) has the right to cause the Company to extend the period of time to consummate a business combination (the “ Combination Period ”) on a month-to-month basis, until October18, by depositing $70,000 (each an “ Extension Payment ”) into the Trust Account for each one-month extension. In connection with this extraordinary general meeting, 14,202,813 Public Shares were tendered for redemption, leaving 4,772,187 Public Shares outstanding. As of the date of this proxy statement, the Company has until August18, 2024 (the ” Current Termination Date ”) to complete its Proposed Business Combination.
On July13, 2023, the Company issued an aggregate of 4,743,749 shares of its ClassA Shares to Consilium Acquisition Sponsor I, LLC, the Company’s sponsor (the “ Sponsor ”) and the holder of the Company’s ClassB ordinary shares, par value $0.0001 per share (“ Class B Shares ”), upon the conversion of an equal number of ClassB Shares (the “ Conversion ”). The 4,743,749 ClassA Shares issued in connection with the Conversion are subject to the same restrictions as applied to the ClassB Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering (the converted ClassB Shares and the remaining one ClassB Share are together referred to as the “ Sponsor Shares ”).
Following the Conversion and the redemptions, there were 9,515,936 ClassA Shares issued and outstanding and one ClassB Share issued and outstanding.
Holders of the Sponsor Shares have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any Sponsor Shares held by it or them, as applicable, if the company fails to complete an initial business combination.
The Sponsor has indicated that if the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal are approved, the Sponsor will contribute $30,000, as a loan to the Company (each loan being referred to herein as a “ Contribution ”) for each one-month extension period, commencing on the 18th day of each month, (each such one-month extension, an “ Extension Period ”), until the earlier of (x)the date of the extraordinary general meeting held in connection with a shareholder vote to approve its initial business combination; (y)the Extended Date and (z)the date that the board determines in its sole discretion to no longer seek an initial business combination.
On January22, 2024, the Company (or “ CSLM ”), a Cayman Islands exempted company (which pursuant to the terms of the Merger Agreement (as defined below), shall de- register from the Register of Companies in the
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Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware by way of merger so as to migrate to and domesticate as a Delaware corporation at least one Business Day prior to the Closing Date), entered into a Merger Agreement, by and among CSLM, CSLM Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CSLM (“ Merger Sub ”), and Fusemachines Inc., a Delaware corporation (“ Fusemachines ” or the “ Target ”) (as it may be amended and/or restated from time to time, the “ Merger Agreement ”).
Fusemachines is a global provider of enterprise Artificial Intelligence (“ AI ”) products and solutions on a mission to democratize AI, by providing high quality AI education in underserved communities and helping organizations achieve their full potential with AI.
Under the Merger Agreement, the Fusemachines securityholders will receive an aggregate of the number of CSLM Common Shares equal to the quotient obtained by dividing (a) $200,000,000, by (b)US$10.00 in exchange for all of Fusemachines’s Aggregate Fully Diluted Company Common Stock, as such term is defined in the Merger Agreement.
The mailing address of our principal executive office is 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. Our telephone number is (917) 327-9933.
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PROPOSAL 1
The NTA Proposal
CSLM’s shareholders are being asked to approve and adopt an amendment to the Existing Charter (such amendment, the “ NTA Amendment ”) to remove the provision of Article160.(b) which provides that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 in order to complete a business combination (“ NTA Requirement ”).
The Current Section160 reads as follows:
Prior to the consummation of any Business Combination, the Company shall either:
| (a) |
submit such Business Combination to its Members for approval; or |
| (b) |
provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated as of two business days prior to the consummation of the Company’s initial Business Combination, including interest earned on the Trust Fund and not previously released 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, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001; provided that Shares must only be purchased if the Business Combination to which the opportunity relates is consummated. |
The NTA Amendment will remove this limitation by deleting the words: “provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001; provided that Shares must only be purchased if the Business Combination to which the opportunity relates is consummated”
Reasons for the Amendment
If the Amendment to the Existing Charter is approved, CSLM will not be subject to the NTA Requirement, and will not be required to maintain net tangible assets in order to complete a Business Combination. Furthermore, the Combined Company is applying for its securities to be listed on the Nasdaq Global Market, so the NTA Requirement will not be necessary.
The purpose of this requirement was to ensure companies would not be subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule419 of the Securities Act because it complied with Rule3a51-1(g)(1)(the “ NTA Rule ”). This inclusion was to ensure that, in connection with its initial business combination, CSLM would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule419 of the Securities Act because it complied with Rule3a51-1(g)(1)(the “ NTA Rule ”). CSLM is proposing to amend its Existing Charter to remove the NTA Requirement.
The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and CSLM believes that it may rely on another exclusion, Rule3a51-1(a)(2) (the “ Exchange Rule ”) which excludes from the definition of “penny stock” securities listed on a national securities exchange. CSLM believes that because its securities are currently listed on the Nasdaq Capital Market, it cannot be deemed a penny stock issuer.
However, if we do not consummate the Proposed Business Combination by January12, 2025, 36 months after the effective date of our registration statement, Nasdaq may issue a Staff Delisting Determination under Rule5810 to delist our securities from Nasdaq and our securities may then only be traded on one of the over-the-counter markets. Therefore we may be deemed to be a penny stock issuer which could subject us to the SEC’s “ penny stock ” rules.
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If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:
| • |
the price of our securities will likely decrease as a result of the loss of market efficiencies associated with being listed on Nasdaq; |
| • |
holders may be unable to sell or purchase our securities when they wish to do so; |
| • |
we may become subject to shareholder litigation; |
| • |
we may lose the interest of institutional investors in our securities; |
| • |
we may lose media and analyst coverage; |
| • |
we may experience decreased ability to consummate an initial Business Combination; and |
| • |
we would likely lose any active trading market for our securities, as our securities may then only be traded on one of the over-the-counter markets, if at all. |
Full Text of the Resolution.
Please see Annex A .
Vote Required for Approval
The NTA Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the NTA Proposal. As a result, if you abstain from voting on the Extension Proposal, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.
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 ClassB Ordinary Share. As a result, as of the date of this proxy statement/prospectus, the Insiders own approximately 50% of the issued and outstanding CSLM Ordinary Shares. Accordingly, the votes of holders of 1,603,380 Ordinary Shares will be required to approve the NTA Proposal even if all other outstanding shares are voted against such proposal.
THE BOARD RECOMMENDS A VOTE “FOR” THE NTA PROPOSAL.
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PROPOSAL 2
THE EXTENSION PROPOSAL
The Extension Proposal
The Company is proposing to amend its Existing Charter (such amendment, the “ Extension Amendment ”) to: extend the time to complete the Proposed Business Combination from August18, 2024 (the “ Current Termination Date” ), so long as the Sponsor places $30,000 per month into the Company’s Trust Account, up to July18, 2025 (the “ Extended Date ”), the date by which, if the Company has not consummated the Proposed Business Combination the Company must: (a)cease all operations except for the purpose of winding up, (b)as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Class A ordinary shares of a par value of US$0.0001 each (the “ Class A Shares ” or “ Ordinary Shares ”) issued in the Company’s initial public offering (the “ Public Shares ”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay incomes taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (c)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of paragraph (b)and (c), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases, subject to the other requirements of applicable law. The Extension Proposal is essential to the overall implementation of the Board’s plan to allow the Company more time to complete the Proposed Business Combination. Approval of the Extension Proposal is a condition to the filing of the Extension Amendment. A copy of the Extension Amendment to the Existing Charter of the Company is attached to this proxy statement as Annex A .
The Company’s Existing Charter provides, inter alia , that the sponsor, Consilium Acquisition Sponsor I, LLC, (the Sponsor ”), has the right to cause the Company to extend the period of time to consummate a business combination (the “ Combination Period ”) on a month-to-month basis until October18, 2024 by depositing into the Company’s Trust Account $70,000 for each one month extension, (each such one-month extension, an “ Extension Period ”), until the earlier of (x)the date of the extraordinary general meeting held in connection with a shareholder vote to approve the Proposed Business Combination; (y)the Current Termination Date, so long as the Sponsor continues to place $70,000 per month into the Company’s Trust Account, and (z)the date that the board determines in its sole discretion to no longer seek the Proposed Business Combination. As of the date of this proxy statement, the Company has until August18, 2024 (the ” Current Termination Date ”) to complete its Proposed Business Combination.
If the Extension Proposal is approved, the Combination Period will be extended on a month-to-month basis from the Current Termination Date until the Extended Date, so long as the Sponsor deposits $30,000 into the Trust Account for each Extension Period, until July18, 2025. The Company intends to deposit each contribution in the Trust Account within three business days of the beginning of the Extension Period which such Contribution relates to. The Sponsor will not make any Contribution past August18, 2024 unless the Extension Proposal is approved. The Contributions will be repayable by the Company to the Sponsor upon consummation of the Proposed Business Combination. The Company’s board of directors will have the sole discretion to extend the timeline to consummate the Proposed Business Combination for an additional Extension Period, up to July18, 2025. If the board of directors determines not to extend the timeline to consummate the Proposed Business Combination by an additional Extension Period, the additional Contributions will terminate. If the board of directors determines not to extend the timeline to consummate the Proposed Business Combination by an additional Extension Period, the Company will cease all operations except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days after the Current Termination Date, redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Existing Charter.
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The Contribution will not bear any interest and will be repayable by the Company to Sponsor, or its affiliates or designees, upon consummation of the Proposed Business Combination. The loans will be forgiven if the Company is unable to consummate the Proposed Business Combination except to the extent of any funds held outside of the Trust Account. If the Company’s board of directors determines that the Company will not be able to consummate the Proposed Business Combination by the Extended Date, the Company will cease all operations except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days after the Current Termination Date, redeem 100% of the issued and outstanding Public Shares in accordance with the procedures set forth in the Existing Charter in the event the Extension Proposal and Trust Amendment Proposal are not approved.
All holders of the Company’s Public Shares, whether they vote for or against the Extension Proposal or do not vote at all, will be permitted to redeem all or a portion of their Public Shares at a per-share price, payable in cash, equal to their pro rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company to pay our 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, provided that the Extension Proposal is approved. Holders of Public Shares do not need to be a holder of record on the Record Date in order to exercise redemption rights. If the Extension Proposal is approved but the NTA Proposal is not approved, we will not file for an Extension Period if we do not have net tangible assets of at least $5,000,001.
The per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company to pay our 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 was approximately $10.34 per Public Share. The closing price of the Company’s Public Shares on August 6, 2024 was $11.27. The Company cannot assure Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Shareholders wish to sell their shares.
Reasons for the Extension Proposal
The purpose of the Extension Proposal is to allow the Company more time to consummate the Proposed Business Combination. The Company’s IPO prospectus and the Existing Charter provide that the Company has until the Current Termination Date to complete a business combination. While the Company has signed a definitive business combination agreement, our board of directors currently believes that there will not be sufficient time before the Current Termination Date to complete the Proposed Business Combination and hold a general meeting at which to conduct a vote for shareholder approval of the Proposed Business Combination. Accordingly, our board of directors has determined it is in the best interests of the Company to extend the termination date from the Current Termination Date to the Extended Date.
If the Extension Proposal Is Not Approved
If based on the tabulated vote there are insufficient votes to approve the Extension Proposal and the Trust Amendment Proposal, the Company may put the Adjournment Proposal to a vote as the first resolution in order to seek additional time to obtain sufficient votes in support of the Extension Proposal and the Trust Amendment Proposal. If the Extension Proposal and the Trust Amendment are not approved at the General Meeting, we expect to take all necessary actions and hold additional general meetings until October18, 2024, to obtain the approval of the Extension Proposal and the Trust Amendment Proposal. If the Extension Proposal and the Trust Amendment Proposal are not approved by October18, 2024 and we are unable to consummate the Proposed Business Combination prior to or on October18, 2024, assuming that the time to complete a business combination is not extended in accordance with the Existing Charter, the Company shall (i)cease all operations except for the purpose of winding up; (ii)as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company 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, which redemption will completely extinguish public Shareholders’
20
rights as Shareholders (including the right to receive further liquidation distributions, if any); and (iii)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Shareholders and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii)and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. At such time, the Private Warrants will expire and the Sponsor will receive nothing upon a liquidation with respect to such Private Warrants, and the Private Warrants will be worthless.
The amount in the Trust Account (less approximately $1,897.50 representing the aggregate nominal par value of the shares issued in the IPO) under the Companies Act will be treated as a share premium which is distributable under the Companies Act, provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the Trust Account, we anticipate that we would distribute to holders of the Public Shares issued in the IPO (the “ Public Shareholders ”) the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our Public Shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the Trust Account or that a court would conclude that such agreements are legally enforceable.
Our Initial Shareholders, including our Sponsor, our officers and directors and the representative in our initial public offering, have agreed to waive their rights to participate in any liquidation of our Trust Account or other assets with respect to the insider shares and to vote their insider shares in favor of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the Trust Account with respect to our private warrants, which will expire worthless.
If the Extension Proposal is Approved
If the Extension Proposal is approved, the Company will file an amendment (the “ Extension Amendment ”) to the Existing Charter with the Registrar of Companies of the Cayman Islands in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will continue to attempt to consummate the Proposed Business Combination until the Extended Date, or until the Board determines in its sole discretion that it will not be able to consummate the Proposed Business Combination or a potential alternative business combination and does not wish to seek an additional extension. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its Public Shares will remain publicly traded during the extension period.
YOU ARE NOT BEING ASKED TO VOTE ON ANY BUSINESS COMBINATION AT THIS TIME. IF THE EXTENSION PROPOSAL IS APPROVED AND THE EXTENSION AMENDMENT IS FILED AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON ANY PROPOSED BUSINESS COMBINATION WHEN AND IF IT IS SUBMITTED TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT THE PROPOSED BUSINESS COMBINATION IS APPROVED AND COMPLETED.
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Redemption Rights
If the Extension Proposal is approved, and the Extension Amendment is filed, each Public Shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes we anticipate will be owed, but have not yet been paid, calculated as of two business days prior to the meeting. Holders of Public Shares do not need to vote on the Extension Proposal or be a holder of record on the Record Date to exercise redemption rights.
If the Extension Proposal is approved, the Company will (i)remove from the Trust Account an amount (the “ Withdrawal Amount ”) equal to the pro rata portion of funds available in the Trust Account relating to any Public Shares redeemed by holders in connection with the Extension Proposal, if any, and (ii)deliver to the holders of such redeemed Public Shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date, if the Extension Proposal is approved and the Extension Amendment is filed.
If the Extension Proposal is approved, and the Extension Amendment is filed, the removal of the Withdrawal Amount from the Trust Account, if any, will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the Trust Account if the Extension Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $54,119,544.61 that was in the Trust Account as of August 6, 2024.
TO DEMAND REDEMPTION, IF YOU HOLD PHYSICAL CERTIFICATES FOR ORDINARY SHARES, YOU MUST PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER TRUST COMPANY, THE COMPANY’S TRANSFER AGENT, AT CONTINENTAL STOCK TRANSFER TRUST COMPANY, ONE STATE STREET PLAZA, 30TH FLOOR, NEW YORK, NY 10004, ATTN: MARK ZIMKIND, E-MAIL: SPACREDEMPTIONS@CONTINENTALSTOCK.COM, NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE GENERAL MEETING. IF YOU HOLD YOUR ORDINARY SHARES IN “STREET NAME” THROUGH A BANK, BROKER OR OTHER NOMINEE, YOU MUST DELIVER YOUR SHARES TO CONTINENTAL STOCK TRANSFER TRUST COMPANY ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/ WITHDRAWAL AT CUSTODIAN) SYSTEM TWO BUSINESS DAYS PRIOR TO THE GENERAL MEETING TO DEMAND REDEMPTION.
The requirement for physical or electronic delivery prior to the vote at the General Meeting ensures that a redeeming holder’s election is irrevocable once the Extension Proposal is approved. In furtherance of such irrevocable election, Shareholders making the election will not be able to tender their shares after the vote at the General Meeting.
The electronic delivery process through the DWAC system can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system.
The transfer agent will typically charge the tendering broker a nominal amount and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.
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The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such Shareholders will have less time to make their investment decision than those Shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Proposal will not be redeemed into a pro rata portion of the funds held in the Trust Account. In the event that a Public Shareholder tenders its shares and decides prior to the vote at the General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the General Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above prior to the vote at the General Meeting. In the event that a Public Shareholder tenders shares, and the Extension Proposal is not approved or is abandoned, these shares will be redeemed in accordance with the terms of the Existing Charter promptly following the meeting, as described elsewhere herein. The Company anticipates that a Public Shareholder who tenders shares for redemption in connection with the vote to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the filing of the Extension Proposal. The transfer agent will hold the certificates of Public Shareholders that make the election until such shares are redeemed for cash or redeemed in connection with our winding up.
The per-share pro rata portion of the Trust Account on August 6, 2024 after taking into account taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the General Meeting) was approximately $11.34 per Public Share. The closing price of the Class A Ordinary Shares on August 6, 2024 was $11.27. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering your share certificate(s) to the Company’s transfer agent prior to the vote for the Extension Proposal. If the Extension Proposal is not approved or if it is abandoned, these shares will be redeemed in accordance with the terms of the Existing Charter promptly following the meeting as described elsewhere herein.
Required Vote
The Extension Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Extension Proposal. As a result, if you abstain from voting on the Extension Proposal, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.
Resolution to be Voted Upon
Full Text of the Resolution.
Please see Annex A .
THE BOARD RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL.
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RISK FACTORS
You should consider carefully all of the risks described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
We are required by the Nasdaq Listing Rules to consummate a Business Combination within 36months 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.
Pursuant to IM-5101-2(b)of the Nasdaq Listing Rules, we must consummate a Business Combination within 36months of the effectiveness of our IPO Registration Statement, or by January12, 2025. The proposed extension of the Charter Extension Date to July18, 2025 may extend our ability to complete an Initial Business Combination until the forty-two (42)month anniversary of our IPO, which will take us beyond the permitted period for a business combination under the Nasdaq Listing Rules. If we do not consummate a Business Combination by January12, 2025, Nasdaq may issue a Staff Delisting Determination under Rule5810 to delist our securities. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:
| • |
the price of our securities will likely decrease as a result of the loss of market efficiencies associated with being listed on Nasdaq; |
| • |
holders may be unable to sell or purchase our securities when they wish to do so; |
| • |
we may become subject to shareholder litigation; |
| • |
we may lose the interest of institutional investors in our securities; |
| • |
we may lose media and analyst coverage; |
| • |
we may experience decreased ability to consummate an initial Business Combination; and |
| • |
we would likely lose any active trading market for our securities, as our securities may then only be traded on one of the over-the-counter markets, if at all. |
We may not be able to complete the Proposed Business Combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
CSLM’s sponsor, CSLM Acquisition Sponsor I, LLC, a Cayman Islands limited liability company, is controlled by US persons and CSLM’s Chairman, Chief Executive Officer and Chief Financial Officer are also US persons. CSLM has one independent director that resides outside the United States, however, we do not anticipate that he will be affiliated with the company upon completion of a business combination. In addition, the Target for the Business Combination is a US company with US management. For these reasons, we believe that CSLM should not be considered a “foreign person” under the regulations administered by CFIUS and should not be considered as such in the future. However, the Proposed Business Combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“ FIRRMA ”), to include certain non-passive non-controlling investments in
24
sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If CSLM’s potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, CSLM may determine that it is required to make a mandatory filing or that it will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay CSLM’s initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order CSLM to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent CSLM from pursuing certain initial business combination opportunities that it believes would otherwise be beneficial to CSLM and its shareholders. As a result, the pool of potential targets with which CSLM could complete the Proposed Business Combination may be limited and it may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and CSLM has limited time to complete its initial business combination. If CSLM cannot complete its initial business combination by August18, 2024 (a later date if CSLM extends the timeline to complete its initial business combination) because the review process drags on beyond such timeframe or because CSLM’s initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, CSLM may be required to liquidate. If CSLM liquidates, based on the Trust Account balance as of August 6, 2024, CSLM’s public shareholders may only receive approximately $10.34 per Ordinary Share, and the warrants and rights will expire worthless. This will also cause shareholders to lose the investment opportunity in a target company and the chance of realizing future gains on their investment through any price appreciation in the combined company.
Risks Related to Being Deemed an Investment Company
If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete the Proposed Business Combination and instead be required to liquidate the Company.
There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete the Proposed Business Combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.
The longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.
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PROPOSAL 3-
THE TRUST AMENDMENT
The Trust Amendment
The proposed Trust Amendment would amend our existing Investment Management Trust Agreement (as amended, the “ Trust Agreement ”), dated as of January12, 2022, and amended on July13, 2023, by and between the Company and Continental Stock Transfer Trust Company (the “ Trustee ”), allowing the Company to extend the Combination Period on a month-to-month basis until July18, 2025 by depositing into the trust account (the “ Trust Account ”) $30,000 for each one-month extension (each, an “ Extension Payment ”). A copy of the proposed Trust Amendment is attached to this proxy statement as Annex B . All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.
Reasons for the Trust Amendment
The purpose of the Trust Amendment Proposal is to allow the Company more time to complete the Proposed Business Combination. The Company’s IPO prospectus and the Existing Charter provide that the Company has until the Current Termination Date to complete a business combination. While the Company has signed a definitive business combination agreement, our board of directors currently believes that there will not be sufficient time before the Current Termination Date to complete the Proposed Business Combination and hold a general meeting at which to conduct a vote for shareholder approval of the Proposed Business Combination. Accordingly, our board of directors has determined it is in the best interests of the Company to extend the termination date from the Current Termination Date to the Extended Date.
If the Trust Amendment Is Not Approved
If based on the tabulated vote there are insufficient votes to approve the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal, the Company may put the Adjournment Proposal to a vote as the first resolution in order to seek additional time to obtain sufficient votes in support of the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal. If the NTA Proposal, the Extension Proposal and the Trust Amendment are not approved at the General Meeting, we expect to take all necessary actions and hold additional general meetings until October18, 2024, to obtain the approval of the Extension Proposal and the Trust Amendment Proposal. If the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal are not approved and we are unable to consummate the Proposed Business Combination prior to or on October18, 2024, as provided in and in accordance with the Existing Charter, the Company shall (i)cease all operations except for the purpose of winding up and the redemption of 100% of the outstanding Public Shares in accordance with the procedures set forth in the Existing Charter; (ii)as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company 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, which redemption will completely extinguish public Shareholders’ rights as Shareholders (including the right to receive further liquidation distributions, if any); and (iii)as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Shareholders and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii)and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. At such time, the Private Warrants will expire and the Sponsor will receive nothing upon a liquidation with respect to such Private Warrants, and the Private Warrants will be worthless.
The amount in the Trust Account (less approximately $1,897.50 representing the aggregate nominal par value of the shares issued in the IPO) under the Companies Act will be treated as a share premium which is distributable under the Companies Act, provided that immediately following the date on which the proposed
26
distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the Trust Account, we anticipate that we would distribute to holders of the Public Shares issued in the IPO (the “ Public Shareholders ”) the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our Public Shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the Trust Account or that a court would conclude that such agreements are legally enforceable.
Our Initial Shareholders, including our Sponsor, our officers and directors and the representative in our initial public offering, have agreed to waive their rights to participate in any liquidation of our Trust Account or other assets with respect to the insider shares and to vote their insider shares in favor of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the Trust Account with respect to our private warrants, which will expire worthless.
If the Trust Amendment Is Approved
If the Extension Amendment and Trust Amendment are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except in connection with our completion of the Business Combination or in connection with our liquidation if we do not complete the Proposed Business Combination by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable termination date or until the Company’s Board of Directors determines in its sole discretion that it will not be able to consummate the Proposed Business Combination by the applicable termination date as described below and does not wish to seek an additional extension.
Required Vote
The Trust Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Trust Amendment Proposal. As a result, if you abstain from voting on the Trust Amendment Proposal, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.
Our Board has fixed the close of business on August 6, 2024, as the date for determining the Company’s shareholders entitled to receive notice of and vote at the General Meeting and any adjournment thereof. Only holders of record of the Company’s Ordinary Shares and Public Shares on that date are entitled to have their votes counted at the General Meeting or any adjournment thereof.
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Full Text of the Resolution.
Please see Annex B .
THE BOARD RECOMMENDS A VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.
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PROPOSAL 4
THE RATIFICATION OF AUDITORS PROPOSAL
The Audit Committee of the Board has selected and approved of BDO U.S.A, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. BDO U.S.A, P.C. has served as the Company’s independent registered public accounting firm since 2021.
Consequences if the Auditor Ratification Proposal is Not Approved
Neither the Existing Charter nor other governing documents or law require shareholder ratification of the selection of BDO U.S.A, P.C. as the independent registered public accounting firm; however, the Audit Committee of the Board is submitting the selection of BDO U.S.A, P.C. to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain BDO U.S.A, P.C. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee of the Board determines that such a change would be in the best interests of the Company.
Required Vote
The Auditor Ratification Proposal will be approved and adopted by ordinary resolution, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Proposals. As a result, if you abstain from voting on the Auditor Ratification Proposal, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.
Full Text of the Resolution
“RESOLVED, as an ordinary resolution, that the selection by the Audit Committee of the Board of the Company of BDO U.S.A, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 be ratified”.
THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF THE RATIFICATION OF AUDITORS PROPOSAL
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PROPOSAL 5
THE ADJOURNMENT PROPOSAL
The Adjournment Proposal, if adopted, will approve the Chairman’s adjournment of the General Meeting to a later date to permit further solicitation of proxies. Notwithstanding the order of the resolutions on the notice to the General Meeting, the Adjournment Proposal may be presented first to our shareholders if, based on the tabulated vote collected at the time of the General Meeting, there are not sufficient votes received at the time of the General Meeting to approve the NTA Proposal, the Extension Proposal and Trust Amendment Proposal.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our Shareholders, the Chairman will not adjourn the General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes received at the time of the General Meeting to approve the NTA Proposal, the Extension Proposal and Trust Amendment Proposal.
Required Vote
This Adjournment Proposal will be approved and adopted by ordinary resolution, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Proposals. As a result, if you abstain from voting on the Adjournment Proposal, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.
Full Text of the Resolution
“ RESOLVED , as an ordinary resolution that the adjournment of the annual general meeting to a time, date and place to be confirmed by the chairman of the annual general meeting to permit further solicitation of proxies be adopted, ratified, approved and confirmed in all respects.”
IF PRESENTED THE BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF THE ADJOURNMENT PROPOSAL
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THE GENERAL MEETING
Date, Time and Place. The physical place of the meeting will be held at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. For more information please visit https://www.cstproxy.com/cimspac/2024. The General Meeting will also be held at 11:00 a.m., ET on August18, 2024 via teleconference using the following dial-in information:
(877) 853-5257 (US Toll Free)
(888) 475-4499 (US Toll Free)
International numbers available: https://loeb.zoom.us/u/adv66rBl7u
Conference ID: 587 621 6464
Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the General Meeting, if you owned Ordinary Shares or Public Shares at the close of business on August6, 2024, the Record Date for the General Meeting. At the close of business on the Record Date, there were 9,515,936 ClassA ordinary shares and one ClassB ordinary share, par value $0.0001 per share, issued and outstanding, each of which entitles its holder to cast one vote on the proposal. The Company’s rights and warrants do not have voting rights.
Proxies; Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to shareholders at the General Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the General Meeting. Advantage Proxy, Inc. is assisting the Company in the proxy solicitation process for this General Meeting. The Company will pay that firm approximately $8,500 in fees, plus disbursements for such services.
Required Votes
The NTA Proposal, the Extension Proposal and Trust Amendment Proposal must each be approved by a special resolution under Cayman Islands law, being a resolution passed by the affirmative vote of not less than two-thirds of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the General Meeting of the Company, of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposals.
The Sponsor and all of the Company’s directors, executive officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the NTA Proposal, the Extension Proposal and the Trust Amendment Proposal. On the Record Date, they held 4,743,750 Ordinary Shares representing approximately 49% of the Company’s issued and outstanding Ordinary Shares.
The Company’s Sponsor, directors and executive officers do not beneficially own any Public Shares in the aggregate as of the Record Date, but may choose to purchase Public Shares in the open market and/or through negotiated private transactions after the date of this proxy statement. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the NTA Proposal, the Extension Proposal and Trust Amendment Proposal and/ or elected to redeem their shares. Any Public Shares so purchased will be voted in favor of the NTA Proposal, the Extension Proposal and Trust Amendment Proposal.
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The Auditor Ratification Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being a resolution passed the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and the Public Shares entitled to vote in person or by proxy, at a general meeting of the Company.
Interests of the Company’s Directors and Officers
When you consider the recommendation of the Board, you should keep in mind that the Company’s executive officers and members of the Board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
| • |
If the Proposed Business Combination is not completed by August18, 2024 (unless such date is extended as provided in the Existing Charter), CSLM will be required to liquidate and dissolve. In such event, 4,743,750 Ordinary Shares held by the Initial Shareholders which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless because the Initial Shareholders and the Sponsor have agreed to waive their rights to any liquidation distributions. Such shares had an aggregate market value of approximately $ 53.5million based on the closing price of the Public Shares of $11.27 on Nasdaq as of August6, 2024. |
| • |
If the Proposed Business Combination is not completed by August18, 2024 (unless such date is extended as provided in the Existing Charter), 7,942,500 Private Warrants purchased by the Initial Shareholders for a total purchase price of $7,942,500, will be worthless. Such Private Warrants had an aggregate market value of approximately $ 1.1million based on the closing price of the Public Warrants of $0.14 on Nasdaq as of August6 , 2024. |
| • |
If the Proposed Business Combination is not completed by August18, 2024 (unless such date is extended as provided in the Existing Charter), the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by CSLM for services rendered or contracted for or products sold to CSLM. |
| • |
The Sponsor and CSLM’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on CSLM’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the proposed Business Combination is not completed by August18, 2024 (unless such date is extended as provided in the Existing Charter), they will not have any claim against the Trust Account for reimbursement. Accordingly, CSLM may not be able to reimburse these expenses if the Proposed Business Combination or another business combination is not completed within the allotted time period. As of the record date, the Sponsor and CSLM’s officers and directors and their affiliates had incurred approximately $11,377 of unpaid reimbursable expenses. |
| • |
CSLM’s officers and directors (or their affiliates) may make loans from time to time to CSLM to fund certain capital requirements. As of the date of this proxy statement, no such loans have been made, but loans may be made after the date of this proxy statement. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to CSLM outside of the Trust Account. The Sponsor or an affiliate of the Sponsor have issued to the Company working capital loans up to the amount of $2,000,000. In the event that the Proposed Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. All unpaid amounts would be forfeited. |
Additionally, if the NTA Proposal, the Extension Proposal and Trust Amendment Proposal are approved and the Company consummates the Proposed Business Combination, the officers and directors may have additional interests that would be described in the proxy statement for such transaction.
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Board Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NTA PROPOSAL, THE EXTENSION PROPOSAL, “FOR” THE TRUST AMENDMENT PROPOSAL, AND “FOR” THE AUDITOR RATIFICATION PROPOSAL AND IF PRESENTED, THE ADJOURNMENT PROPOSAL. THE BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the Record Date with respect to our ordinary shares held by:
| • |
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
| • |
each of our directors and officers; and |
| • |
all our directors and officers as a group. |
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these are not exercisable within 60 days of the Record Date.
|
ClassA
Ordinary Shares | ClassB OrdinaryShares | |||||||||||||||
| Name and Address of Beneficial Owner(1) |
Beneficially
Owned |
Approximate
Percentage of Class |
Beneficially
Owned(2) |
Approximate
Percentage of Class | ||||||||||||
|
CSLM Acquisition Sponsor I LLC (our sponsor)(3) |
VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">4,593,750 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">48.8 | VALIGN="bottom">% | ||||||||||
|
Charles Cassel(3) |
VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">4,593,750 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">48.8 | VALIGN="bottom">% | ||||
|
Jonathan Binder(3) |
VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">4,593,750 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">48.8 | VALIGN="bottom">% | ||||
|
Irakli Gilauri |
VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">50,000 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">* | VALIGN="bottom"> | ||||
|
Peter Tropper |
VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">50,000 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">* | VALIGN="bottom"> | ||||
|
Salman Alam |
VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">50,000 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">* | VALIGN="bottom"> | ||||
|
All director and officers as a group (6 individuals) |
VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">— | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">4,743,750 | VALIGN="bottom"> | VALIGN="bottom"> | VALIGN="bottom" ALIGN="right">100.0 | VALIGN="bottom">% | ||||
| * |
Less than one percent. |
| (1) |
Unless otherwise noted, the business address of each of the following entities or individuals is c/o CSLM ACQUISITION CORP., 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. |
| (2) |
Interests shown consist solely of founder shares, classified originally as ClassB ordinary shares, 4,593,749 of which were converted to the same number of ClassA Shares leaving one B Share. Such ordinary shares will convert into ClassA ordinary shares on a one-for-one basis, subject to adjustment. |
| (3) |
CSLM Acquisition Sponsor I LLC, our sponsor, is the record holder of the ClassA ordinary shares up9on conversion of the B Shares, and one B Share as reported herein. The manager of our sponsor is CSLM Investment Capital, Inc., which is owned and controlled by Charles Cassel and Jonathan Binder. By virtue of their shared control over the manager of our sponsor, Mr.Cassel and Mr.Binder may be deemed to beneficially own shares held by our sponsor. |
Our initial shareholders beneficially own approximately 49% of the issued and outstanding ordinary shares and have the right to elect all of our directors prior to our initial business combination as a result of holding all of the founder shares. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. In addition, because of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions.
Subject to certain limited exceptions, our Initial Shareholders have agreed not to transfer, assign or sell their insider shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
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During the lock-up period, the holders of these shares will not be able to sell or transfer their securities except: (a)to our directors or officers, any affiliates or family members of any of our directors or officers, any members of our sponsor, or any affiliates of our sponsor, (b)in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c)in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d)in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (e)in the case of an individual, pursuant to a qualified domestic relations order; (f)by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (g)in the event of our liquidation prior to our completion of our initial business combination; (h)by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; or (i)in the event of our completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their ClassA ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a)through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the insider shares.
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DELIVERY OF DOCUMENTS TO SHAREHOLDERS
Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its Shareholders are permitted to deliver to two or more Shareholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any shareholder at a shared address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Shareholders may notify the Company of their requests by calling or writing the Company’s proxy solicitor at Advantage Proxy, Inc., PO Box 10904, Yakima, WA 98909, Toll- Free: 877-870-8565 or Collect: 206-870-8565, Email: KSmith@advantageproxy.com.
OTHER BUSINESS
The Company did not have notice of any matter to be presented for action at the General Meeting, except as discussed in this proxy statement. The persons authorized by the accompanying form of proxy will vote in their discretion as to any other matter that comes before the General Meeting.
WHERE YOU CAN FIND MORE INFORMATION
The Company files its reports, proxy statements and other information electronically with the SEC. You may access information on the Company at the SEC website containing reports, proxy statements and other information at http://www.sec.gov . This proxy statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.
This proxy statement contains important business and financial information about us that is not included in or delivered with this document. You may obtain this additional information, or additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Proposal by contacting the Company’s proxy solicitor at the following:
In order to receive timely delivery of the documents in advance of the General Meeting, you must make your request for information no later than August 12, 2024 (one week prior to the date of the General Meeting).
36
ANNEX A
EXTENSION AMENDMENT AND NTA AMENDMENT
AMENDMENT TO THE AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CSLM ACQUISITION CORP.
RESOLVED, as a special resolution that, the Amended and Restated Memorandum and Articles of Association of the Company be amended as follows:
| (a) |
amending the defined terms as follows: |
remove the definition “Extension Contribution” in Article 1:
“Extension Contribution” means an amount equal to the lower of (a) $0.035 per Public Share that is then-outstanding or (b) $70,000 that the Sponsor may deposit into the Trust Fund in order to exercise the relevant Extension Option;”
and replacing it with the following:
“Extension Contribution” means an amount equal to $30,000 that the Sponsor may deposit into the Trust Fund in order to exercise the relevant Extension Option;” and
| (b) |
removing the defined term “Extension Option” in Article 1: |
“Extension Option” means the option of the Sponsor, upon deposit of the Extension Contribution into the Trust Fund, to cause the Company to extend the available time to consummate our initial business combination by one month. The Sponsor may exercise the Extension Option up to fifteen times, allowing for up to an additional fifteen months (for a total of 33 months) to complete a business combination;”
and replacing it with the following:
“Extension Option” means the option of the Sponsor, upon deposit of the Extension Contribution into the Trust Fund, to cause the Company to extend the available time to consummate our initial business combination by one month. The Sponsor may exercise the Extension Option until July18, 2025 to complete a business combination;”
and
| (c) |
deleting Article 160 (b) in its entirety and replacing it with the following |
Prior to the consummation of any Business Combination, the Company shall either:
| (a) |
submit such Business Combination to its Members for approval; or |
| (b) |
provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated as of two business days prior to the consummation of the Company’s initial Business Combination, including interest earned on the Trust Fund and not previously released 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, provided that Shares must only be purchased if the Business Combination to which the opportunity relates is consummated. |
AnnexA-1
ANNEX B
EXTENSION AMENDMENT
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF
CSLM ACQUISITION CORP.
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “ Amendment ”) is made as of August 18, 2024, by and between CSLM ACQUISITION CORP., a Cayman Islands company (the “ Company ”), and Continental Stock Transfer Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January12, 2022, as amended on July13, 2023, by and between the parties hereto (the “ Trust Agreement ”).
WHEREAS, the Company further obtained the approval of the holders of the affirmative vote of at least a
two-thirds majority of the votes cast, in person or by proxy by the holders of the issued and outstanding ClassA Ordinary Shares and ClassB Ordinary Shares;
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. |
Amendments to Trust Agreement. |
(a) Section1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x)receipt of, and only in accordance with, the terms of a letter from the Company (“ Termination Letter ”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chairman of the board of directors of the Company (the “ Board ”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y)such later date as extended by the Company on a month-to-month basis until July18, 2025 (the “ Extended Date ”) as set forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to the Extended Date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date;
(b) Section1(k) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee
AnnexB-1
shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A)to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”) or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination on the terms set forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time) provided, however, that in the event that a Termination Letter has not been received by the Trustee by the Extended Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter or (B)with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and
(b) The second paragraph to Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:
The Company needs such funds to pay its Public Shareholders who have properly elected to have their Public Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A)to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination as described in the Company’s amended and restated memorandum and articles) provided, however, that in the event that a Termination Letter has not been received by the Trustee by the Extended Date the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter or (B)with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.
| 2. |
Miscellaneous Provisions. |
| 2.1. |
Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
| 2.2. |
Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| 2.3. |
Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| 2.4. |
Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
| 2.5. |
Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
| 2.6. |
Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
AnnexB-2
IN WITNESS WHEREOF , the parties have duly executed this Amendment as of the date first set forth above.
CSLM ACQUISITION CORP.
| By: | ||
| Name: | Charles Cassel | |
| Title: | Chief Executive Officer | |
|
Continental Stock Transfer Trust Company, as Trustee |
||
|
By: |
||
| Name: | Francis Wolf | |
| Title: | Vice President | |
AnnexB-3
FORM OF PROXY CARD
CSLM ACQUISITION CORP.
PROXY FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS
|
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be Held on August18, 2024: The Proxy Statement is available at https://www.cstproxy.com/cimspac/2024 |
The undersigned hereby appoints Charles Cassel and Jonathan Binder as proxies of the undersigned to attend the annual general meeting of Shareholders (the “ General Meeting ”) of CSLM Acquisition Corp. (the “ Company ”), to be held in person at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308 and via teleconference as described in the Proxy Statement on August18, 2024 at 11:00 a.m. Eastern time, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of General Meeting, dated August8, 2024 (the “ Notice ”), a copy of which has been received by the undersigned, as follows:
| 1. |
The NTA Proposal — to consider and vote upon a proposal by special resolution in the form set forth in Annex A of the accompanying proxy statement to amend the Company’s amended and restated memorandum and articles of association adopted by special resolution (together, the “ Existing Charter ”) to remove the requirement that the Company must have net tangible assets of at least $5,000,001 to consummate a business combination. |
For ☐ Against ☐ Abstain ☐
| 2. |
The Extension Proposal — to consider and vote upon a proposal by a special resolution in the form set forth in Annex A of the accompanying proxy statement to amend (the “ Extension Proposal ”) the Company’s Existing Charter to extend from August18, 2024 (the “ Current Termination Date ”) on a month-to-month basis, until July18, 2025 (the “ Extended Date ”). |
For ☐ Against ☐ Abstain ☐
| 3. |
The Trust Amendment Proposal — A proposal to approve by special resolution, an amendment to the Company’s investment management trust agreement, dated as of January12, 2022, as amended July13, 2023, (the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer Trust Company as trustee (the “ Trustee ”) to the Company’s trust account (the “ Trust Account ”), allowing the Company to extend the Combination Period to July18, 2025. |
For ☐ Against ☐ Abstain ☐
| 4. |
The Ratification of Auditors Proposal — to consider and vote upon a proposal by ordinary resolution that the selection by the Audit Committee of the Board of the Company of BDO U.S.A, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2024 be ratified; |
For ☐ Against ☐ Abstain ☐
| 5. |
Adjournment Proposal — A proposal to approve by ordinary resolution that the adjournment of the extraordinary annual general meeting to a time, date and place to be confirmed by the chairman of the extraordinary annual general meeting to permit further solicitation of proxies be adopted, ratified, approved and confirmed in all respects. |
For ☐ Against ☐ Abstain ☐
NOTE:IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE GENERAL MEETING AND ANY ADJOURNMENT(S)THEREOF.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE.IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE GENERAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
NOTWITHSTANDING THE ORDER IN WHICH PROPOSALS ARE SET OUT HEREIN, THE COMPANY MAY PUT THE PROPOSALS TO THE GENERAL MEETING IN SUCH ORDER AS IT MAY DETERMINE.
|
Dated: |
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| Signature of Shareholder | ||||
| PLEASE PRINT NAME | ||||
| Certificate Number(s) | ||||
| Total Number of Shares Owned | ||||
Sign exactly as your name(s)appears on your share certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a share certificate is registered in two names or held as joint tenants or as community property, both interested persons should sign.
PLEASE COMPLETE THE FOLLOWING:
I plan to attend the General Meeting (Circle one): Yes No
Number of attendees: ————
PLEASE NOTE:
SHAREHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE GENERAL MEETING.PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.