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 June 10, 2025

Charles T. Cassel , III
Chief Executive Officer
CSLM Acquisition Corp II, Ltd
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308

 Re: CSLM Acquisition Corp II, Ltd
 Draft Registration Statement on Form S-1
 Submitted May 15, 2025
 CIK No. 0002068454
Dear Charles T. Cassel III:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted May 15, 2025
Cover Page

1. We note disclosures on page 83 and elsewhere that if you increase or
decrease the size
 of the offering, you will effect a capitalization or a share repurchase
or redemption or
 other appropriate mechanism, as applicable, with respect to your founder
shares in
 such amount so that the founder shares will continue to represent 25% of
your issued
 and outstanding ordinary shares upon consummation of the offering.
Please discuss
 these provisions and whether they may result in a material dilution of
the purchasers'
 equity interests on the cover page and in the discussions of securities
that may become
 issuable to the sponsor in the section entitled "Our Sponsor" on page 4.
2. We note your disclosure regarding the limitation on redemption rights of
shareholders
 holding 15% or more of the shares sold in the offering. Please revise
your cover page
 June 10, 2025
Page 2

 to also describe the limitation on redemptions if they would cause your
net tangible
 assets to be less than $5,000,001, as disclosed on page 47 and elsewhere
in your
 prospectus.
3. We note your disclosure that non-managing sponsor investors will have no
obligation
 to vote any of their public shares in favor of your initial business
combination, but that
 if they purchase all of the public units in which they have expressed
interest or
 otherwise hold a substantial number of public units they will
potentially have
 different interests than our other public shareholders in approving a
business
 combination. It would appear that non-managing sponsor investors would
have
 different interests than public shareholders regardless of the number of
public shares
 they own due to their interest in founder shares and private units.
Please revise to
 clarify here and throughout the prospectus where you state that
non-managing sponsor
 investors have no obligation to vote any public shares in favor of a
business
 combination.
Prospectus Summary, page 1

4. We note your disclosure here and on the cover page that your management
team and
 board members have looked at over a thousand acquisition targets over
the past
 decade and that CSLM Acquisition Corp. has entered into a definitive
agreement with
 Fusemachines. If your sponsor, its affiliates, promoters and management
team have
 experience in organizing or are involved in any other special purpose
acquisition
 companies, please disclose. This should include disclosure regarding
completed
 business combinations, liquidated SPACs, pending de-SPAC transaction and
any
 SPACs still searching for a target.
Our Sponsor, page 4

5. In your compensation table here and on pages 28 and 130, please revise
to include
 both the anti-dilution adjustment of the founder shares upon conversion
at the time of
 the business combination and any other adjustment to maintain the 25%
founder share
 interest in the event of a change in the size of the offering. Please
also revise the table
 and disclosure on page 153 to reflect that your sponsor and/or one of
its affiliates may
 be paid a finder s fee, advisory fee, consulting fee or success fee,
as referenced on the
 cover page. Lastly, please revise the table to reflect that in addition
to the sponsor, an
 affiliate of the sponsor may be paid a salary or fee in connection with
the business
 combination. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.
6. We note that your sponsor is legally and beneficially owned by (i)
Samara CSLM
 LLC and (ii) Consilium Investment Capital Inc. Consilium Investment
Capital Inc. is
 legally and beneficially owned by Mr. Cassel and Mr. Binder, Samara CSLM
LLC, is
 legally and beneficially owned by Vikas Mittal and as a result, Mr.
Cassel,
 Mr. Binder, and Mr. Mittal may exert a substantial influence. Please
revise to
 disclose the nature and amount of their interests. See Item 1603(a)(7)
of Regulation S-
 K.
7. Please revise to clarify the identity of the controlling persons of the
sponsor. We note
 that you disclose the direct and indirect legal and beneficial owners of
the sponsor,
 however disclosure on page 27 also states that management and control of
the sponsor
 June 10, 2025
Page 3

 is vested exclusively with the "sole director." Please include similar
disclosure on
 page 4 and identify the person who is the sole director. Please see Item
1603(a)(7) of
 Regulation S-K.
Consilium Investment Management LLC, page 5

8. Please explain the material roles and responsibilities of CIM, if any,
in directing and
 managing the company s activities. We note your disclosure on page 4
that given your
 affiliation with CIM you intend to capitalize on its global platform and
investment
 expertise, and disclosure on page 12 regarding Consilium s potential
conflicts of
 interest. If you have any agreements with CIM or other Consilium
entities, please
 disclose material terms and file them as exhibits. In addition, if CIM
has any direct or
 indirect material interest in the sponsor, please disclose the nature
and amount thereof.
 Refer to Items 1603(a)(4) and 1603(a)(7) of Regulation S-K.
Our Acquisition Process, page 10

9. Disclosure on pages 12 and 82 states that Meteora Capital is expected to
have a
 passive and advisory role with respect to the company, and discusses
conflicts of
 interest in connection with potential opportunities for your initial
business
 combination. Disclosure on the cover page says Meteora will act as a
consultant to
 the company in connection with the offering and will purchase units from
the
 underwriter, and that the sponsor is supported by affiliates of
Meteora and/or
 Meteora Capital, LLC. Please revise your disclosures to explain how
Meteora
 supports the sponsor and to elaborate on the services it is expected to
provide to the
 company, and to otherwise describe the material roles and
responsibilities of Meteora,
 if any, in directing and managing your activities. If you have any
consulting or other
 agreement with Meteora, please disclose material terms and file the
agreement as an
 exhibit. In addition, if Meteora has any direct or indirect material
interest in the
 sponsor, please disclose the nature and amount thereof. Refer to Items
1603(a)(4) and
 1603(a)(7) of Regulation S-K.
Conversion of founder shares and anti-dilution rights, page 30

10. Please revise to clarify, if true, that shares redeemed in connection
with an initial
 business combination will be subtracted from the number of shares that
will be used to
 determine the 25% founder share interest, consistent with your cover
page. In
 addition, clarify here and on the cover page whether shares redeemed in
connection
 with charter amendments will also be subtracted from this sum.
The Offering
Permitted purchases of public shares by our affiliates, page 35

11. We note your disclosures here, and under the risk factors entitled "If
we seek
 shareholder approval . . ." on page 52 and "Purchases of public shares
in the open
 market . . ." on page 87 and elsewhere in your prospectus that your
sponsor, directors,
 officers, advisors or their affiliates may purchase shares in privately
negotiated
 transactions or in the open market transactions from public shareholders
and influence
 a vote in favor of a proposed business combination. We also note
disclosure on page
 35 stating that there is no limit to the prices that your sponsor and
affiliates may pay
 June 10, 2025
Page 4

 for such purchases. Please revise these disclosures to explain how any
such purchases
 would comply with Rule 14e-5, with reference to Tender Offer Rules and
Schedules
 C&DI 166.01. Please also revise the cross-referenced section "Proposed
Business --
 Initial Business Combination" to discuss how such persons will determine
from which
 shareholders to seek to acquire shares and revise to explain how such
purchases would
 comply with Rule 14e-5.
Conflicts of Interest, page 40

12. Please expand your disclosures here and on page 157 to describe all such
actual or
 potential material conflicts between the sponsor, its affiliates, or
promoters, and
 purchasers in the offering, including those that may arise in
determining whether to
 pursue a de-SPAC transaction. For example, you should discuss potential
material
 conflicts relating to compensation, the financial interests of the
sponsor, its affiliates
 and promoters in completing any de-SPAC transaction within the allotted
time,
 repayment of loans, as well as the fact that the company may pursue a
de-SPAC
 transaction with a target that is affiliated with the sponsor, its
affiliates or promoters.
 Please see Item 1602(b)(7) and Item 1603(b) of Regulation S-K.
13. In the table on page 160, please identify any other SPACs to which any
of the persons
 listed have fiduciary duties or contractual obligations, including any
that would be
 affiliates or portfolio companies of CIM.
Risk Factors, page 46

14. We note the disclosure on page 77 and elsewhere that in order to
facilitate your initial
 business combination or for any other reason determined by your sponsor
in its sole
 discretion, your sponsor may surrender or forfeit, transfer or exchange
your founder
 shares, private units or any of your other securities, including for no
consideration, as
 well as subject any such securities to earn-outs or other restrictions,
or otherwise
 amend the terms of any such securities or enter into any other
arrangements with
 respect to any such securities. Please revise this disclosure to also
address whether
 there are any circumstances or arrangements under which the sponsor, its
affiliates
 and promoters could indirectly transfer ownership of the SPAC's
securities, such as
 through the transfer of membership interests in the sponsor by the
sponsor members to
 third parties, as required by Item 1603(a)(6) of Regulation S-K. If so,
or if there are no
 limitations on the possible transfer of sponsor membership interests,
please disclose
 this and add risk factor disclosure regarding the possibility that
ownership and control
 of the sponsor may be transferred to another party or that the sponsor
may remove
 itself as your sponsor before identifying and completing a business
combination.

If we are deemed to be an investment company . . . , page 56

15. We note statements such as "[b]y restricting the investment of proceeds
to these
 instruments" you intend to avoid being deemed an investment company, and
that you
 do not believe your anticipated principal activities will subject you to
the investment
 Company Act under the applicable laws and regulations. These statements
suggest
 that by investing funds in U.S. government securities or money market
funds meeting
 the conditions of Rule 2a-7 of the Investment Company Act, you will
avoid being
 June 10, 2025
Page 5

 deemed to be an investment company. Please revise to clarify that you
may be
 deemed to be an investment company at any time, notwithstanding your
investment in
 these securities.
If our initial business combination involves a company organized under the laws
of a state of
the United States . . ., page 59

16. Please revise the last sentence of this risk factor to clarify that
non-redeeming
 shareholders could bear the impact of an excise tax.
Dilution, page 113

17. We note that your dilution calculations for the 25%, 50% and 75% of
maximum
 redemption quartile intervals reflect ordinary shares redeemed based on
the entire
 amount of shares to be sold to public shareholders in this offering.
Please revise your
 dilution calculations to be based on the respective percentages of your
maximum
 redemption threshold as determined in your maximum redemption interval.
Refer to
 Item 1602(a)(4) of Regulation S-K.
Certain Relationships and related Party Transactions, page 164

18. We note your statements here and throughout the prospectus that there
will be no
 finder s fees, reimbursements or cash payments made by you to your
sponsor,
 directors or officers, or any of their respective affiliates, for
services rendered to
 you prior to or in connection with the completion of your initial
business combination.
 However, we also note your statement on page 133 that, if you agree to
pay your
 sponsor or a member of our management team a finder s fee, advisory
fee, consulting
 fee or success fee in order to effectuate the completion of your initial
business
 combination, such persons may have a conflict of interest. Please
reconcile the
 inconsistency or advise.
General

19. Please revise your prospectus to address inconsistencies throughout
regarding the
 initial shareholders' waiver of redemption rights with respect to
founder shares,
 private shares and public shares it holds in connection with a business
combination or
 charter amendment, and with respect to founder shares and private shares
with respect
 to a liquidation if you do not complete a business combination during
the completion
 window.
 Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pamela Long at 202-551-3765 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 June 10, 2025
Page 6

 Office of Real Estate & Construction
cc: Giovanni Caruso
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