Fusemachines Inc.

Item 8.01 Other Events. Fusemachines Inc., a Delaware corporation (the “Company”) is filing this Current Report on Form 8-K to provide corrected beneficial ownership information with respect to shares of the Company’s common stock previously reported as beneficially owned by Timothy Gocher, a member of the Company’s Board of Directors. Mr. Gocher previously filed Forms 4 with the Securities and Exchange Commission (the “Commission”) that attributed beneficial ownership of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), held by Dolma Impact Fund I (“Dolma”) to Mr. Gocher. Mr. Gocher serves as Chief Executive Officer of Dolma but does not have voting or dispositive power over the shares held by Dolma. Accordingly, those shares should not have been reported as beneficially owned by Mr. Gocher. The Company has determined that the prior Forms 4s filed by Mr. Gocher incorrectly included the shares held by Dolma in Mr. Gocher’s reported beneficial ownership. Mr. Gocher has filed amended Forms 4 to correct the previously reported beneficial ownership information. This Form 8-K is being filed voluntarily to disclose the corrected beneficial ownership of Mr. Gocher and Dolma following the filing of the amended Forms 4. The following table sets forth certain information, as of July 1, 2026 with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group. The beneficial ownership of shares of Common Stock is calculated based on 28,985,302 shares of Common Stock of the Company outstanding as of July 1, 2026. Beneficial ownership is determined in accordance with the rules and regulations of the Commission. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. Beneficial Owner Number Percentage of Shares of Beneficially Owned Common Stock Beneficially Owned Five Percent Stockholders ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Consilium Entities(1) 11,944,765 (2) 37.60% Charles Cassel(1) 13,104,866 (3) 40.49% Jonathan Binder(1) 13,104,864 (4) 40.49% Sameer Maskey 6,010,280 (5) 20.57% Dolma Impact Fund I 2,677,293 (6) 9.24% Executive Officers and Directors Sameer Maskey 6,010,280 (5) 20.57% Christine Chambers 70,000 (7) *% Anish Joshi 224,447 (8) *% Parag Shrestha 167,075 (9) *% Robert Traghetto 85,265 (10) *% Bharat Krish 25,000 (11) *% Tim Gocher 44,740 (12) *% Julia Hirschberg - *% Salman Alam 75,000 (13) *% All Fusemachines Pubco directors and executive officers as a 6,701,807 22.73% group (nine individuals) * Less than 1%. (1) Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund are managed by Mr. Cassel and Mr. Binder (together with their affiliates, the “Consilium Entities”). Therefore Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Sponsor. (2) Includes (i) 4,072,414 shares of Common Stock held by Consilium Extended Opportunities Fund, (ii) 5,092,476 shares of Common Stock held by Consilium Frontier Equity Fund, and (iii) 2,779,875 shares of Common Stock issuable upon the exercise of private placement warrants held by Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP. (3) Includes (i) 564,413 shares held directly by Mr. Cassel and Mr. Cassel’s spouse, (ii) 595,688 shares of Common Stock issuable upon the exercise of private placement warrants held directly by Mr. Cassel and Mr. Cassel’s spouse, and (iii) the securities held by Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP. (4) Includes (i) 564,412 shares held directly by Mr. Binder, (ii) 595,687 shares of Common Stock issuable upon the exercise of private placement warrants, and (iii) the securities held by Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP. (5) Includes (i) 4,127,708 shares directly held by Sameer Maskey and 237,500 restricted stock units which vest within 60 days of July 1, 2026, (i) 329,014 shares held by Sameer Maskey’s spouse, and (iii) 658,029 and 658,029 shares are held of record by Maskey Everest Trust and Maskey Annapurna Trust, respectively. Sameer Maskey exercises voting or dispositive control over any of the securities held by Maskey Everest Trust and Maskey Annapurna Trust. As such, Mr. Maskey may be deemed to be the beneficial owner of all shares held by Maskey Everest Trust and Maskey Annapurna Trust. Mr. Maskey disclaims individual ownership of such shares except to his individual pecuniary interest in such trusts. (6) Represents 2,677,293 shares of Common Stock held by Dolma Impact Fund I. Dolma Impact Fund I has voting and dispositive power over the shares. Tim Gocher, a director of the Company, serves as Chief Executive Officer of Dolma. Mr. Gocher disclaims beneficial ownership of the shares held by Dolma Impact Fund I except to the extent of any pecuniary interest therein. (7) Includes 70,000 restricted stock units held by Ms. Chambers which vest within 60 days of July 1, 2026. Ms. Chambers disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (8) Includes (i) 177,667 shares of Common Stock owned by Mr. Joshi directly, as well as (ii) vested stock incentive options exercisable for 46,780 shares of Common Stock that Mr. Joshi has the right to acquire within 60 days of July 1, 2026. Mr. Joshi disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (9) Includes (i) 125,025 shares of Common Stock owned by Mr. Shrestha directly, as well as (ii) vested stock incentive options exercisable for 42,050 shares of Common Stock that Mr. Shrestha has the right to acquire within 60 days of July 1, 2026. Mr. Shrestha disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (10) Includes (i) 73,699 shares of Common Stock owned by Mr. Traghetto directly, as well as (ii) vested stock incentive options exercisable for 11,566 shares of Common Stock that Mr. Traghetto has the right to acquire within 60 days of July 1, 2026. Mr. Traghetto disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (11) Includes 25,000 restricted stock units that vest within 60 days of July 1, 2026. Mr. Krish disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. (12) Includes (i) vested stock incentive options exercisable for 19,740 shares of Common Stock that Mr. Gocher has the right to acquire within 60 days of July 1, 2026, and (ii) 25,000 restricted stock units that vest within 60 days of July 1, 2026. Mr. Gocher disclaims any beneficial ownership of shares, except to the extent of any pecuniary interest therein. Excludes 2,677,293 shares of Common Stock held by Dolma Impact Fund I. Mr. Gocher serves as Chief Executive Officer of Dolma Impact Fund I but does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. (13) Includes (i) 50,000 shares of Common Stock owned by Mr. Alam directly, as well as (ii) 25,000 restricted stock units that vest within 60 days of July 1, 2026. Mr. Alam disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Item 9.01. Financial Statements and Exhibits. Exhibit Description Number ────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document.)