Current Report · Items 1.01, 5.03, 5.07, 8.01, 9.01 · 8-K
CSLM ACQUISITION CORP.
Entry into a Material Definitive Agreement · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other Events
Item 1.01 Entry into a Material Definitive Agreement Trust Amendment Agreement On October 14, 2025, as approved by its shareholders at the extraordinary meeting held on October 14, 2025 (the “Meeting”), CSLM ACQUISITION CORP.…
Company context
Historical securities (7)
CSLMNYSE_AMERICAN · EQUITY · Historical · closed Jul 17, 2023CSLMFNASDAQ · EQUITY · Historical · closed Oct 22, 2025CSLMRNYSE_AMERICAN · RIGHT · Historical · closed Jan 15, 2025CSLMUNYSE_AMERICAN · UNIT · Historical · closed Jan 16, 2025CSLMWNYSE_AMERICAN · RIGHT · Historical · closed Jan 21, 2025CSLUFOTC · UNIT · Historical · closed Oct 22, 2025CSLWFOTC · WARRANT · Historical · closed Oct 22, 2025
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
Trust Amendment Agreement
On October 14, 2025, as approved by its
shareholders at the extraordinary meeting held on October 14, 2025 (the “Meeting”), CSLM ACQUISITION CORP. (the “Company”),
and its trustee, Continental Stock Transfer & Trust Company amended the Investment Management Trust Agreement, dated as of January
12, 2022, as amended (the “Trust Agreement”), in order to allow the Company to extend the time to complete a business
combination on a semi-month basis, until December 18, 2025 (the “Termination Date”) by placing into the Company’s
trust account (the “Trust Account”) the lesser of $0.02 per non-redeemed Class A Ordinary Share (as defined below),
or $15,000. At the Meeting, the shareholders of the Company approved by a special resolution, to amend Trust Agreement to extend the time
by which the Company has to consummate a business combination until December 18, 2025 in accordance with the Company’s Amended and
Restated Memorandum and Articles of Association, adopted by special resolution dated January 5, 2022, as amended (the “Articles
of Association”).
The foregoing description of the Trust
Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current
Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The shareholders of the Company
approved the following proposals at the Meeting held on October 14, 2025: (a) as a special resolution, to amend the Company’s
Articles of Association to extend the date by which it has to complete a business combination on a semi-monthly basis until December
18, 2025 by placing into the Trust Account (the “Extension Amendment Proposal”), the lesser of $0.02 per
non-redeemed Class A Ordinary Share of the Company, or $15,000; and (b) as a special resolution, an amendment to the Trust
Agreement, to extend the Termination Date until December 18, 2025 (the “Trust Amendment Proposal”).
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of
Security Holders.
On October 14, 2025, the Company held
the Meeting. On September 26, 2025, the record date for the Meeting, there were 5,645,705 ordinary shares entitled to be voted at the
Annual Meeting. This included 5,645,704 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), and
one Class B ordinary share, par value $0.0001 per share (“Class B Shares” and together being the issued and outstanding
ordinary shares of the Company, referred to as the “Shares”). At the meeting, 4,745,442 or 84.05% of such Shares were
represented in person or by proxy.
The final results for each of the matters submitted to a
vote of the Company’s shareholders at the Annual Meeting are as follows:
1. Extension Amendment Proposal
Shareholders approved the proposal to
amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the date by which it
has to complete a business combination up to October 18, 2025. Approval of the Extension Amendment Proposal required a special resolution
under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and
outstanding Ordinary Shares voted in person or by proxy at the Annual Meeting or any adjournment thereof. The Extension Amendment Proposal
received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
──────────────────────────────────────────────────────────────────────────────────────────────
4,745,432 10 0 0
2. Trust Amendment Proposal
Shareholders approved the proposal to
amend the Trust Agreement, as a special resolution, to allow the Company to extend the time to complete a business combination up to December
18, 2025 by depositing into the Trust Account on a semi-month basis the lesser of $0.02 per non-redeemed Class A Share or $15,000. Approval
of the Trust Agreement Amendment Proposal required a special resolution under Cayman Islands law, a majority of not less than two-thirds
(2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Annual Meeting or any adjournment
thereof. The Trust Amendment Proposal received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
──────────────────────────────────────────────────────────────────────────────────────────────
4,745,432 10 0 0
Item 8.01. Other Events.
In connection with the shareholders’ vote at
the Meeting, on October 16, 2025, the Company deposited $15,000 into the Company’s Trust Account to extend the time it has to complete
its business combination until November 3, 2025. The Company has until December 18, 2025 to complete its business combination depositing
$15,000 for each semi-month extension into the Trust Account. No Class A Shares were redeemed in connection with the Meeting.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
In connection with the shareholders’ vote at
the Meeting, on October 16, 2025, the Company deposited $15,000 into the Company’s Trust Account to extend the time it has to complete
its business combination until November 3, 2025. The Company has until December 18, 2025 to complete its business combination depositing
$15,000 for each semi-month extension into the Trust Account. No Class A Shares were redeemed in connection with the Meeting.