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CORRESP
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CORRESP

 JULIA ARYEH

Senior Counsel

345 Park Avenue

 New York, NY 10154

 Direct   212.407.4043

Main  212.407.4000

Fax    212.407.4990

jaryeh@loeb.com

 November 27, 2024

 U.S.
Securities & Exchange Commission

 Division of Corporation Finance

Office of Technology

 100 F Street, NE

Washington, DC 20549

Attention:
 Inessa Kessman

Robert Littlepage

 Charli Wilson

 Jeff Kauten

Re:
 CSLM Acquisition Corp.

Amendment No. 1 to Draft Registration Statement on Form S-4

Submitted October 18, 2024

CIK No. 0001875493

Ladies and Gentlemen:

 On behalf
of our client, CSLM Acquisition Corp., a Cayman Islands company with limited liability (“SPAC” or the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the
“Staff”) with respect to the above-referenced Draft Registration Statement on Form S-4 (the “S-4”) filed on September 3, 2024
contained in the Staff’s letter dated November 7, 2024 (the “Comment Letter”).

 The Company has filed via EDGAR
a registration statement on form S-4 (the “Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease
of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Registration Statement.

Amendment No. 1 to Draft Registration Statement on Form S-4

Risk Factors

 Fusemachines relies on
unpatented proprietary information..., page 76

 1. We note your response to prior comment 14. Please expand your risk factor
disclosure to include a more fulsome discussion of the risks to your business and operations associated with the use of open source algorithms including the lack of transparency and explainability of open source algorithms, risk of bias and the risk
of inadvertent disclosure of customer information.

 Los Angeles New York Chicago Nashville Washington, DC San
Francisco Beijing Hong Kong www.loeb.com

 For the United States offices, a limited liability partnership including professional
corporations. For Hong Kong office, a limited liability partnership.

 U.S. Securities & Exchange Commission

November 27, 2024

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 2

 Response: The Company revised the disclosure in the Registration Statement to address
the Staff’s comment. Please see page 78.

 Unaudited Pro Forma Condensed Combined Financial Statements, page 187

2. For adjustment 3(r), please provide a tabular presentation detailing the adjustments and its components. Also, explain the
recapitalization and your accounting for it. Refer to your basis in accounting literature.

 Response: The Company has revised
the disclosure for adjustments 3(q) and 3(w) in the Registration Statement in response to the Staff’s comment to provide a tabular presentation detailing the adjustments and its components. Please see pages 205 and 208. In addition, the Company
has added the paragraph below to adjustments 3(q) and 3(w) to explain the recapitalization and the accounting for it.

 Notwithstanding the
legal form, the Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP and not as a business combination under ASC 805. Under this method of accounting, CSLM, will be treated as the acquired company for
accounting purposes, whereas Fusemachines will be treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination will be treated as the equivalent of Fusemachines issuing shares for the net assets of CSLM,
accompanied by a recapitalization. The net assets of Fusemachines will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of Fusemachines.

3. Please clarify adjustments 3(t) and 3(o) and their relationship. Explain how you determined the value of the 45,000 shares in relation
to the value of the accounts payable balance. Clarify who owns what shares and how the Sponsor’s forfeiture relates to the Business Combination. Explain why the values in adjustment 3(t) are zero.

Response: In its submission of the Registration Statement, the Company has removed the Sponsor’s forfeiture, which was previously
captured in adjustment 3(t). The discussion directly below expands on the details of the initially contemplated Sponsor forfeiture and explains why it has been removed in the Registration Statement.

Sponsor Forfeiture and its Removal

It was initially contemplated (in Amendment No. 1) that the Sponsor would forfeit a number of CSLM Class A Ordinary Shares equal to
the number of Pubco shares obtained by multiplying 45,000 shares of Fusemachines Common Stock by the Conversion Ratio.

 Instead of the
originally planned Sponsor forfeiture described directly above, the parties executed the First Amendment to Business Combination Agreement on August 27, 2024, which, in lieu of providing for the Sponsor Forfeiture, amended the definition of
Aggregate Fully Diluted Company Common Stock. The amended definition calls for the exclusion of up to 50,000 shares of Fusemachines Common Stock to be issued to third-party service providers of Fusemachines. The Aggregate Fully Diluted Company
Common Stock serves as the denominator for the Conversion Ratio. The Registration Statement has been updated to exclude from the denominator of the conversion ratio the 45,000 shares that will be issued to the third-party service provider of
Fusemachines immediately before, and conditioned upon, the Closing of the Business Combination. This removal is reflected in the Conversion Ratio calculated in the unaudited pro forma condensed combined financial information in the Registration
Statement (please see page 189) and this removal is in accordance with the First Amendment to Business Combination Agreement mentioned above.

 U.S. Securities & Exchange Commission

November 27, 2024

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 Relationship Between Adjustments 3(t) and 3(o) in Amendment No. 1

 In Amendment No. 1, the initial relationship between adjustments 3(t) and 3(o) was that the number of CSLM Class A Ordinary
shares the Sponsor was deemed to have forfeited (adjustment 3(t)) was set equal to the number of shares of Pubco to be issued to the third-party service provider of Fusemachines that is set to receive 45,000 shares of Fusemachines Common Stock
immediately before, and conditioned upon, the Closing of the Business Combination.

 In Amendment No. 1, the values in adjustment 3(t)
reflect a debit of $3.55 to CSLM Class A Ordinary Shares to reflect the par value of the CSLM Class A Ordinary Shares deemed to be forfeited by the Sponsor. The fair value of the forfeited CSLM Class A Ordinary Shares was treated as a
specific incremental cost directly attributable to the proposed offering of securities in accordance with Staff Accounting Bulletin Topic 5.A. As such, the excess of the fair value of the forfeited CSLM Class A Ordinary Shares over par was
charged against the gross proceeds of the proposed offering of the securities through a debit to Additional paid in capital with the fair value of the forfeited CSLM Class A Ordinary Shares recorded as an equal credit to Additional paid in
capital resulting in a net credit to Additional paid in capital of $3.55. As the net impact was a debit to CSLM Class A Ordinary Shares for $3.55 and a credit to Additional paid in capital of $3.55, adjustment 3(t) was rounded to $0 since the
unaudited pro forma condensed combined balance sheet is presented in thousands of dollars.

 In the Registration Statement, the only shares
reflected related to the Staff’s Comment No. 3 (on Amendment No. 1) are the 45,000 shares of Fusemachines Common Stock that will be issued to and owned by a third-party service provider of Fusemachines immediately prior to, and
conditioned upon, the Closing of the Business Combination. These shares are reflected as converted into shares of Pubco in the reverse recapitalization, which can be seen in adjustments 3(q) and 3(w) in the Registration Statement.

Accounting for the Obligation to Issue 45,000 Shares and the Value of the 45,000 Shares in Relation to Accounts Payable

In Amendment No. 1, the Company assessed that the obligation to issue 45,000 shares of Fusemachines Common Stock to a third-party service
provider immediately prior to, and conditioned upon, the Closing of the Business Combination, should be accounted for as stock compensation under ASC 718.

The obligation to issue shares resulted from an August 2024 agreement between the Company and the service provider that specified that as of
the effective date of said agreement, the Company owed the service provider $408.9 thousand for past services provided and that the Company would settle this payable by (i) issuing 45,000 shares of its common stock to the service provider
immediately prior to and contingent upon the consummation of the closing of the Business Combination, and (ii) pay $208.9 thousand in cash to the service provider within ten days after the closing of the closing of the Business
Combination.

 As a result of the Staff’s Comment No. 3 (on Amendment No. 1), the Company determined that it should revisit
its original analysis of how this obligation should be accounted for and how the obligation to issue the shares should be valued in relation to the value of the accounts payable. In revisiting, the Company evaluated the following provision of ASC
718 to determine whether the above-described obligation should be accounted for under ASC 718:

 U.S. Securities & Exchange Commission

November 27, 2024

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 ASC 718-10-15-3 states (underlined emphasis added):

 The guidance in the
Compensation—Stock Compensation Topic applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in the grantor’s own operations or provides consideration payable to a customer by
issuing (or offering to issue) its shares, share options, or other equity instruments or by incurring liabilities to an employee or a nonemployee that meet either of the following conditions:

a The amounts are based, at least in part, on the price of the entity’s shares or other equity instruments. (The phrase at least in part
is used because an award of share-based compensation may be indexed to both the price of an entity’s shares and something else that is neither the price of the entity’s shares nor a market, performance, or service condition.)

b The awards require or may require settlement by issuing the entity’s equity shares or other equity instruments.

In evaluating the guidance above to prepare the Registration Statement, the Company determined that the obligation to issue 45,000 shares
emanating from the August 2024 agreement described above should not be accounted for under ASC 718. This determination was made because the $408.9 thousand payable incurred (which will be partially settled with the 45,000 shares) referenced in
the August 2024 agreement was entirely a result of services provided before the August 2024 agreement. Since the Company acquired all of the services that triggered the $408.9 thousand payable before the August 2024 agreement, these services
were not acquired by the Company under a share-based payment arrangement because when the services were actually provided they were acquired by the Company under an arrangement whereby it was expected that the services would ultimately be paid for
in cash. Therefore, in the Registration Statement, the Company determined that the obligation to issue 45,000 shares should not be accounted for as stock compensation under ASC 718.

After assessing that the obligation to issue shares should not be accounted for under ASC 718, the Company assessed whether it should be
accounted for under ASC 480. The Company determined that the obligation should not be accounted for under ASC 480 because ASC
480-10-15-5 indicates that ASC 480 does not apply to a feature embedded in a financial instrument that is not a derivative
instrument in its entirety. The Company determined that the obligation to issue shares was not a freestanding financial instrument because it was neither i) entered into separately and apart from any of the entity’s other financial instruments,
nor was it ii) separately exercisable. As it was determined that the obligation to issue shares was not a freestanding financial instrument it was determined that it was an embedded feature. Since it was determined to be an embedded feature and
since the overall financial instrument (comprised of the obligations settleable in both cash and shares) is not a derivative in its entirety (as it does not meet the net settlement criterion because it is settled via a gross delivery of cash of
$208.9 thousand and a gross delivery of 45,000 shares) the Company determined that neither the embedded obligation to issue shares, nor the overall freestanding financial instrument (inclusive of the obligation to issue shares and pay cash)
should be accounted for under ASC 480.

 U.S. Securities & Exchange Commission

November 27, 2024

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 After determining that the obligation to issue shares should be considered embedded, the
Company determined that it did not require bifurcation as an embedded derivative under ASC 815-15 because it did not meet the net settlement criterion (the shares issued upon settlement are Fusemachines Inc.
private company shares which are not readily convertible to cash) to be considered a derivative.

 Subsequent to determining that
derivative bifurcation for the obligation to issue shares was not required, the Company evaluated its obligations to the service provider under the August 2024 agreement to determine whether the August 2024 agreement should be accounted for as an
extinguishment (in accordance with ASC 470-50) of the Company’s initial obligations (those obligations prior to the August 2024 agreement under the initial agreement with the service provider) and an
immediate recognition of the new obligations specified in the August 2024 agreement. The Company determined that the August 2024 agreement should be accounted for as an extinguishment because the obligation to issue shares represented the addition
of a substantive conversion option, as that term is used in ASC 470-50-50-10 (and as it is defined in ASC 470-20-40-7). As the Company determined that the August 2024 agreement should be accounted for as an extinguishment, it calculated a
loss on extinguishment (in accordance with ASC 470-50-40-4) equal to the reacquisition price of the new obligations under the
August 2024 agreement less the net carrying amount of the initial obligations. The reacquisition price was equal to the fair value of the new obligations on the effective date of the August 2024 agreement, which was determined to be
$478.6 thousand, and the net carrying amount of the initial obligations was $408.9 thousand, which resulted in a loss on extinguishment of $69.7 thousand, which is recorded in loss on extinguishment of payable in the condensed
consolidated interim statement of operations and comprehensive loss for the nine months ended September 30, 2024 (statement in the Registration Statement). In accordance with ASC
470-20-25-13, the offset to the loss on extinguishment of $69.7 thousand was recorded as an increase to additional paid-in capital as the premium associated with the new obligations issued under the August 2024 agreement was determined to be substantial (i.e., the premium was greater than 10% (in practice premiums greater than
10% are considered “substantial” in terms of applying the guidance in ASC 470-20-25-13) as $69.7 thousand is
greater than 10% of $408.9 thousand). The $408.9 thousand obligation incurred under the initial agreement with the service provider, which is described in the August 2024 agreement, is