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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) November 24, 2025
FUSEMACHINES INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42909 | 98-1602789 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
251 West 30th Street, 5th Floor
New York. New York 10001
(Address of principal executive offices and zip code)
(347) 212-5075
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | FUSE | Nasdaq Stock Market LLC | ||
| Warrants to purchase shares of Common Stock | FUSEW | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 24, 2025, Fusemachines Inc., a Delaware corporation (the “Company”) received an expected letter (the “Nasdaq Letter”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Quarterly Report”), the Company was not in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1).
The Nasdaq Letter has no immediate effect on the listing or trading of the Company’s common stock or warrants.
The Company’s Form 12b-25 notice (the “Form 12b-25”) filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2025 stated that the Quarterly Report was delayed because the Company required additional time to complete its analysis of certain transactions incurred during the quarter.
The Nasdaq listing rules require Nasdaq-listed companies to timely file all required periodic reports with the SEC. The Nasdaq Letter stated that, under Nasdaq rules, the Company has 60 calendar days to submit a plan to regain compliance with Nasdaq’s continued listing requirements.
On November 26, 2025, the Company filed the Quarterly Report with the SEC and, following such filing, the Company believes it is now in compliance with applicable Nasdaq listing rules.
Item 7.01. Regulation FD Disclosure.
On November 28, 2025, the Company issued a press release disclosing the Company’s receipt of the Nasdaq Letter. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
| Exhibit Number | Description | |
| 99.1 | Press Release date November 28, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 28, 2025 | FUSEMACHINES INC. | |
| By: | /s/ Sameer Maskey | |
| Sameer Maskey | ||
| Chief Executive Officer | ||
Exhibit 99.1
Fusemachines Files Q3 2025 Quarterly Report and Discloses Nasdaq Notice
NEW YORK, Nov. 28, 2025 (GLOBE NEWSWIRE) -- Fusemachines Inc. (“Fusemachines” or the “Company”) (NASDAQ:FUSE), a leading provider of enterprise AI products and services, today announced that on November 24, 2025, it received a notification letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (“SEC”).
Following receipt of the Notice, the Company filed the Form 10-Q with the SEC on November 28, 2025. As a result, the Company believes the Notice has no impact on the listing or trading of the Company’s securities on Nasdaq.
This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of the Notice.
About Fusemachines
Founded in 2013, Fusemachines is a global provider of enterprise AI products and services, on a mission to democratize AI. Leveraging proprietary AI Studio and AI Engines, the company helps drive the clients’ AI Enterprise Transformation, regardless of where they are in their Digital AI journeys. With offices in North America, Asia, and Latin America, Fusemachines provides a suite of enterprise AI offerings and specialty services that allow organizations of any size to implement and scale AI. Fusemachines serves companies in industries such as retail, manufacturing, and government.
Fusemachines continues to actively pursue the mission of democratizing AI for the masses by providing high-quality AI education in underserved communities and helping organizations achieve their full potential with AI.
To learn about Fusemachines, visit www.fusemachines.com.
Forward-Looking Statements
This press release contains certain statements which are not historical facts, which are forward-looking statements within the meaning of the federal securities laws, for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain statements made with respect to the business combination, including the benefits of the business combination, the services offered by Fusemachines and the markets in which it operates, and Fusemachines’ projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions provided for illustrative purposes only, and projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to: Fusemachines’ ability to develop and scale AI technologies and products, gain and retain enterprise customers, compete in rapidly evolving AI and software markets, manage global operations and data-privacy obligations, protect intellectual property, and respond to economic and regulatory changes; the benefits and cost savings from Fusemachines’ products and services; the integration process of Fusemachines’ solutions with existing infrastructure; general economic, political and business conditions; the Company’s ability to maintain compliance with applicable SEC and Nasdaq rules and requirements; and those factors discussed in the final prospectus/proxy statement (File No. 333-283520 and 333-283520-01), dated July 1, 2025, and filed with the Securities and Exchange Commission (the “SEC”) by Fusemachines and CSLM Holdings, Inc. on July 3, 2025, in the Current Report on Form 8-K filed by Fusemachines with the SEC on October 23, 2025 (as amended November 28, 2025), and, in subsequent filings and reports made with the SEC, from time to time. While Fusemachines may elect to update these forward-looking statements at some point in the future, Fusemachines specifically disclaims any obligation to do so.
Media Contact:
pr@fusemachines.com
+1 347 212-5075
Investor Contact:
Gateway Group
Ralf Esper
FUSE@gateway-grp.com
+1 949-574-3860