SecProbe.io

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 CSLM HOLDINGS, INC.
 2400 E. Commercial Boulevard – Suite 900
 Fort Lauderdale, FL 33308
 June 27, 2025 United States Securities and
Exchange Commission Division of Corporation Finance Office
of Technology 100 F Street, N.E. Washington, DC 20549

 Re:
 CSLM Holdings, Inc.
 Amendment No. 5 to Registration Statement on Form S-4
 Filed June 24, 2025 File No. 333-283520 Attention: Joseph Cascarano, Robert Littlepage, Jeff Kauten and Matthew Derby
 Dear Members of Staff: Pursuant to Rule 461 under the
Securities Act of 1933, as amended, the registrant CSLM Holdings, Inc. and co-registrant, Fusemachines Inc. hereby request acceleration of effectiveness of the above referenced Registration Statement so that
it will become effective at 4:00 p.m. ET on Monday, June 30, 2025, or as soon as practicable thereafter. Very Truly yours,

 /s/ Charles Cassel

 Charles Cassel

 Chief Executive Officer

 Cc:
 Alexandria Kane
 Loeb & Loeb, LLP

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 J ULIA A RYEH
 Senior Counsel
 345 Park Avenue New York, NY 10154

 Direct   212.407.4043
 Main    212.407.4000
 Fax     212.407.4990
 jaryeh@loeb.com
 June 24, 2025 United
States Securities and Exchange Commission Division of
Corporation Finance Office of Technology 100 F Street, N.E.
 Washington, DC 20549

 Re:
 CSLM Holdings, Inc.
 Amendment No. 4 to Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-283520
 Attention: Joseph Cascarano, Robert Littlepage, Jeff Kauten and Matthew Derby
 On behalf of our client, CSLM Acquisition Corp., a Cayman Islands company with limited liability (“SPAC” or the “Company”), and CSLM
Holdings, Inc. the registrant, 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 Amendment No. 4 to the Registration Statement on Form S-4 (the “S-4”) filed on June 6, 2025 contained in the Staff’s letter dated June 18, 2025 (the “Comment Letter”).
 The Company has filed via EDGAR an Amendment No. 5 to the S-4 (the “Amendment”), 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 Amendment. Amendment No. 4 to Registration Statement on Form S-4 Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Fusemachines Quarter ended March 31, 2025, compared to quarter ended March 31, 2024, page 254
 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.

 United States Securities and Exchange Commission
 June 24, 2025 Page
 2

 1.
 We note your analysis regarding Gain/(Loss) on change in fair value of convertible notes and warrant
liability. Please revise your disclosures on page 257, and elsewhere as appropriate, to provide a more extensive discussion and analysis of the net changes in fair value as a result of the fair value option on your January 2024 Convertible note and
2019 and 2021 Convertible notes. In particular explain the changes to your significant inputs of the probability-weighted valuation model from your independent fair valuation report that caused the fair value gains and losses for the periods
presented. Response : The Company acknowledge staff’s comment and respectfully advise the Staff that they
have revised the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Fusemachines” on page 257 to provide a more extensive discussion and analysis of the net changes in fair
value as a result of the fair value option on your January 2024 Convertible note and 2019 and 2021 Convertible notes.

 2.
 We note management obtained and relied upon an independent fair valuation report to value the January 2024
Convertible note and 2019 and 2021 Convertible note. Please tell us whether the independent report was prepared for your use in connection with this offering. If so, please identify the preparer of the fair valuation report as an expert and file its
consent or explain to us why you are not required to do so under Rule 436(a) of the Securities Act and Item 601(b)(23) of Regulation S-K.
 Response : In response to the Staff’s comment, the Company notes that the outside valuation firm that provided the fair value
report, prepared such report in connection with the preparation of the Company’s interim financial statements for the period ended March 31, 2025, and such report would have been obtained irrespective of the offering.
 We respectfully submit that the third-party provider of the opinion is not “expert” under Rule 436 (“Rule 436”) of the
Securities Act of 1933, as amended (the “Securities Act”). Rule 436 requires that a consent be filed if any portion of a report or opinion of an expert is quoted or summarized as such in a registration statement. Section 7 of the
Securities Act (“Section 7”) provides that an expert is “any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him.” The Company respectfully submits that the third
party provider is not among the class of persons subject to Section 7 and Rule 436 as “expert” unless the Company expressly identifies such providers as experts or the statements are purported to be made on the authority of such
providers as “experts.” The Company has updated the disclosure in the Amendment to clarify that the Company’s management performed the quantitative assessment of Gain/(Loss) on change in fair value, and in doing so considered the fair
value report. Accordingly, the Company believes that the third party provider should not be considered “experts” within the meaning of the federal securities laws in line with the guidance relating to disclosures on the use of experts in
Securities Act Statements as stated in Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections.

 United States Securities and Exchange Commission
 June 24, 2025 Page
 3

 In addition, the Company notes that the consent requirements of Rule 436 are generally
directed at circumstances in which an issuer has engaged a third party expert or counsel to prepare a valuation, opinion or other report specifically for use in connection with a registration statement. The information from the fair value report
included in the Registration Statement was prepared in connection with the Company’s unaudited interim financial statements required to be included in the Amendment and not specifically for use in the Registration Statement. As a result, the
Company respectfully submits that the third party provider of the report is not an expert for purposes of Rule 436 and thus a consent of such parties is not required to be filed as an exhibit.
 Exhibits

 3.
 Please file the Fourth Amended and Restated Promissory Note as an exhibit to your registration statement.
Refer to Item 601(b)(10)(ii)(A) of Regulation S-K. Response : In
response to the Staff’s comment, we have included the Amendment to the 3rd Amended and Restated Promissory Note as an Exhibit to the Amendment.
 Should you have any questions about the responses contained herein, please contact me by telephone at (212)
 407-4043 (office) or via email at jaryeh@loeb.com. Sincerely,
 /s/ Julia Aryeh Julia Aryeh
 Senior Counsel Cc: Alexandra Kane

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 June 18, 2025

Charles Cassel
Chief Executive Officer
CSLM Holdings, Inc.
2400 E. Commercial Boulevard Suite 900
Fort Lauderdale, FL 33308

Sameer Maskey
Chief Executive Officer
Fusemachines Inc.
500 Seventh Avenue, 14th Floor
New York, NY 10018

 Re: CSLM Holdings, Inc.
 Amendment No. 4 to Registration Statement on Form S-4
 Filed June 6, 2025
 File No. 333-283520
Dear Charles Cassel and Sameer Maskey:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 4 to Registration Statement on Form S-4
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Fusemachines
Quarter ended March 31, 2025, compared to quarter ended March 31, 2024, page
254

1. We note your analysis regarding Gain/(Loss) on change in fair value of
convertible
 notes and warrant liability. Please revise your disclosures on page 257,
and elsewhere
 as appropriate, to provide a more extensive discussion and analysis of
the net changes
 June 18, 2025
Page 2

 in fair value as a result of the fair value option on your January 2024
Convertible note
 and 2019 and 2021 Convertible notes. In particular explain the changes
 to your significant inputs of the probability-weighted valuation model
from your
 independent fair valuation report that caused the fair value gains and
losses for the
 periods presented.
2. We note management obtained and relied upon an independent fair
valuation report to
 value the January 2024 Convertible note and 2019 and 2021 Convertible
note. Please
 tell us whether the independent report was prepared for your use in
connection with
 this offering. If so, please identify the preparer of the fair valuation
report as an expert
 and file its consent or explain to us why you are not required to do so
under
 Rule 436(a) of the Securities Act and Item 601(b)(23) of Regulation S-K.
Exhibits

3. Please file the Fourth Amended and Restated Promissory Note as an
exhibit to your
 registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation
S-K.
 Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jeff Kauten at 202-551-3447 or Matthew Derby at
202-551-3334 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Alexandra Kane
 Brian Lee
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 J ULIA A RYEH
 Senior Counsel
 345 Park Avenue New York,
NY 10154

 Direct
 212.407.4043 Main
 212.407.4000 Fax
 212.407.4990 jaryeh@loeb.com
 May 8, 2025 United States
Securities and Exchange Commission Division of Corporate Finance
 Office of Technology 100 F Street, N.E.
 Washington, DC 20549 Attention: Joseph Cascarano, Robert
Littlepage, Jeff Kauten and Matthew Derby Re: CSLM Holdings, Inc.
 Amendment No. 2 to Registration Statement on Form S-4
 Filed April 23, 2025
 File No. 333-283520
 Ladies and Gentlemen: On
behalf of our client, CSLM Acquisition Corp., a Cayman Islands company with limited liability (“ SPAC ” or the “ Company ”), and CSLM Holdings, Inc. the registrant, 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 Amendment No. 2 to the Registration Statement on Form S-4 (the “ S-4 ”) filed on April 23, 2025 contained in the Staff’s letter dated May 5, 2025 (the “ Comment Letter ”).
 The Company has filed via EDGAR an Amendment No. 3 to the S-4 (the “ Amendment ”),
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 Amendment.

 Amendment No. 2 to Registration Statement on Form S-4
 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Fusemachines
 Results of Operations, page 266

 1.
 In regard to revenues, you indicate the increase in revenues was primarily attributable to contracts with
new customers and new contracts with existing customers. Please revise to quantify the amount of revenue growth attributable to new customers versus existing customers and disclose the total number of new contracts. Refer to Section III.D of SEC
Release No. 33-6835. Response: To address the Staff’s
comments, the Company revised the disclosure on page 268 of the Amendment. Certain Relationships and Related Party Transactions
 Party Loans, page 292

 2.
 In regard to the Working Capital Note, please disclose the amounts of principal and accrued interest on
principal that CSLM had outstanding as of December 31, 2023. Response: To address the Staff’s
comment, the Company has revised the disclosure on page 293 of the Amendment to disclose the amounts of principal and accrued interest on principal that CSLM had outstanding as of December 31, 2023, as well as December 31, 2024.
 Fusemachines Inc. Audited Financial Statements
 Note 2. Summary of Significant Accounting Policies
 Revenue Recognition, page F-35

 3.
 Please revise to expand your revenue recognition policy disclosure to include sufficient information to
enable users to more clearly understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customer consistent with the disclosure objective in ASC 606-10-50. In this regard, please disclose the following.

 •

 Clarify the material terms, obligations and conditions of contracts typically executed with your customers for
AI Solutions (Products and Services). For example, describe the standard contractual terms found in your professional service contracts for AI Studio and AI Engines, including specified performance obligations, pricing, and conditions. Provide
similar contractual disclosures for other services, such as customization, model tuning, and deployment and those that combine products and services.

 •

 Explain when the performance obligations are satisfied for standard product professional service, other
service or combination contracts and the timing of revenue recognition for each. For performance obligations that are satisfied over time, disclose the methods used to recognize revenue for both your time and materials and fixed-fee or milestone-based fee and explain how such methods are a faithful depiction of the transfer of products or services. Refer to ASC 606-10-50-18.

 Response: To address the Staff’s comment, the Company has revised the disclosure on pages 277 of
the Amendment. The Company has also expanded its disclosure to clarify when performance obligations are satisfied, the timing of revenue recognition, and methods used for
 time-and-materials and fixed-fee contracts, consistent with ASC
 606-10-50-18. The changes made in revenue recognition policy in the ‘Critical Accounting Policies and Estimates’
section will be incorporated in the significant accounting policies section of the financial statements going forward. Note 12. Long-Term Debt
– Related party convertible notes payable at fair value, page F-54

 4.
 Please explain to us your basis for classifying on your balance sheet the “Related party convertible
notes payable at fair value” as a non-current liability as of December 31, 2024.
 Response: The Company respectfully advises the Staff that the “Related party convertible notes payable at fair value” were classified as a non-current liability as of December 31, 2024, based on the amendment agreement entered into on January 31, 2025, which extended the maturity date to February 28, 2026 as explained in ‘Note 23
– Subsequent Events’ of the audited consolidated financial statements as at December 31, 2024. Pursuant to ASC
 470-10-45-14, such an amendment qualifies the debt for non-current classification, as it
contractually extends the maturity date beyond 12 months from the balance sheet date and was executed prior to the issuance of the financial statements.
 Please contact Alexandria Kane at (212) 407-4017 or me at (212) 407-4043 with
any questions. Sincerely,

 /s/ Julia Aryeh

 Julia Aryeh

 Senior Counsel
 cc: Alexandria Kane

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 May 5, 2025

Charles Cassel
Chief Executive Officer
CSLM Holdings, Inc.
2400 E. Commercial Boulevard Suite 900
Fort Lauderdale, FL 33308

Sameer Maskey
Chief Executive Officer
Fusemachines Inc.
500 Seventh Avenue, 14th Floor
New York, NY 10018

 Re: CSLM Holdings, Inc.
 Amendment No. 2 to Registration Statement on Form S-4
 Filed April 23, 2025
 File No. 333-283520
Dear Charles Cassel and Sameer Maskey:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-4
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Fusemachines
Results of Operations, page 266

1. In regard to revenues, you indicate the increase in revenues was
primarily attributable
 to contracts with new customers and new contracts with existing
customers. Please
 revise to quantify the amount of revenue growth attributable to new
customers versus
 May 5, 2025
Page 2

 existing customers and disclose the total number of new contracts. Refer
to Section
 III.D of SEC Release No. 33-6835.
Certain Relationships and Related Party Transactions
Related Party Loans, page 292

2. In regard to the Working Capital Note, please disclose the amounts of
principal and
 accrued interest on principal that CSLM had outstanding as of December
31, 2023.
Fusemachines Inc. Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-35

3. Please revise to expand your revenue recognition policy disclosure to
include
 sufficient information to enable users to more clearly understand the
nature, amount,
 timing and uncertainty of revenue and cash flows arising from contracts
with
 customer consistent with the disclosure objective in ASC 606-10-50. In
this regard,
 please disclose the following.
 Clarify the material terms, obligations and conditions of contracts
typically
 executed with your customers for AI Solutions (Products and
Services). For
 example, describe the standard contractual terms found in your
professional
 service contracts for AI Studio and AI Engines, including specified
performance
 obligations, pricing, and conditions. Provide similar contractual
disclosures
 for other services, such as customization, model tuning, and
deployment and those
 that combine products and services.
 Explain when the performance obligations are satisfied for standard
product
 professional service, other service or combination contracts and the
timing of
 revenue recognition for each. For performance obligations that are
satisfied
 over time, disclose the methods used to recognize revenue for both
 your time and materials and fixed-fee or milestone-based fee and
explain how
 such methods are a faithful depiction of the transfer of products or
services. Refer
 to ASC 606-10-50-18.
Note 12. Long-Term Debt
Related party convertible notes payable at fair value, page F-54

4. Please explain to us your basis for classifying on your balance sheet
the "Related
 party convertible notes payable at fair value" as a non-current
liability as of December
 31, 2024.
 May 5, 2025
Page 3

 Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jeff Kauten at 202-551-3447 or Matthew Derby at
202-551-3334 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Alexandra Kane
 Brian Lee
</TEXT>
</DOCUMENT>

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 J ULIA A RYEH
 Senior Counsel
 345 Park Avenue New York, NY 10154

 Direct 212.407.4043 Main 212.407.4000
 Fax 212.407.4990 jaryeh@loeb.com
 April 23, 2025 United
States Securities and Exchange Commission Division of Corporate Finance
 Office of Technology 100 F Street, N.E.
 Washington, DC 20549 Attention: Inessa Kessman, Robert
Littlepage, Charli Wilson and Jeff Kauten Re: CSLM Holdings, Inc.
 Amendment No. 2 to Registration Statement on Form S-4
 Filed February 13, 2025
 File No. 333-283520
 Ladies and Gentlemen: On behalf
of our client, CSLM Acquisition Corp., a Cayman Islands company with limited liability (“ SPAC ” or the “ Company ”), and CSLM Holdings, Inc. the registrant, 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 Amendment No. 2 to the Registration Statement on Form S-4 (the “ S-4 ”) filed on February 13, 2025 contained in the Staff’s letter dated February 25, 2025 (the “ Comment Letter ”).
 The Company has filed via EDGAR an Amendment No. 3 to the S-4 (the “ Amendment ”),
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 Amendment. Amendment No. 2 to Registration
Statement on Form S-4 The Business Combination Proposal
 Background of the Business Combination, page 118

 1.
 Please revise to include a brief discussion of your securities being delisted from Nasdaq. Refer to Item
1605(a) of Regulation S-K. Response: The Company revised the
disclosure in the Amendment to address the Staff’s comment. Please see page 123 of the Amendment.

 2.
 Please revise to include a
 brief discussion of the reasons for the change in the PIPE Investment Amount. Refer to Item 1605(b)(3)
of Regulation S-K. Response: The Company revised the disclosure in
the Amendment to address the Staff’s comment. Please see page 124 of the Amendment. Unaudited Pro Form Condensed Combined Financial
Information, page 187

 3.
 With regards to the February 2025 amendments to various convertible notes, please disclose the reduced
conversion price and how it reconciles to the fair value of your common stock in February 2025. Response: The
Company acknowledges the Staff’s comment and notes that the fair value of Fusemachines Inc.’s common stock as of February 4, 2025 was $5.84 per share. This valuation was determined using a combination of the income approach through a
discounted cash flow analysis and the market approach through implementing the guideline public company method to determine the enterprise value of Fusemachines Inc. The fair value of $5.84 per share is derived by weighting the indicated enterprise
value per share by (1) scenario probabilities of Fusemachines Inc. either remaining a private company or the Closing of the Business Combination and (2) discounts for lack of marketability for the common stock derived by applying an
option-based approach based on the Finnerty Model. The amendments reduced the conversion prices of the convertible notes originally issued in April 2024, June 2024, and September 2024 from $4.94 per share to $3.15 per share. The amendments reduced
the conversion prices of the convertible notes originally issued in October 2019 and September 2021 from a conversion price calculation of (1) $115.0 million divided by the fully diluted outstanding common stock of Fusemachines Inc. (which
calculated to a conversion price of $5.03 in the draft registration statement submitted to the SEC on November 27, 2024) to a conversion price calculation of (2) $85.0 million divided by the fully diluted outstanding common stock of
Fusemachines Inc. (which calculated to a conversion price of $3.72 for the draft registration statement submitted to the SEC on February 13, 2025 and a conversion price of $3.73 for this draft registration statement).
 To address the Staff’s comment, the Company has disclosed the reductions to the conversion prices and the fair value of Fusemachines,
Inc.’s common stock as of February 4, 2025 beginning on page 187 of the Amendment.

 Executive Compensation of Fusemachines, page 293

 4.
 Please update your executive compensation disclosure for the fiscal year ended
December 31, 2024. Refer to Item 402(m) of Regulation S-K.
 Response: The Company acknowledges the Staff’s comment. The compensation disclosure for Fusemachines Inc. has been revised to
include the fiscal year ended December 31, 2024, in accordance with Item 402(m) of Regulation S-K. See page 285 of the Amendment.
 General

 5.
 Please update your MD&A and Subsequent Events footnotes to disclose significant events that occurred up
to the date of your filing. Response: The Amendment includes the audited financial statements for the fiscal
year ending December 31, 2024 for each of the Company and Fusemachines Inc. Accordingly, the MD&A and Subsequent Events footnotes have been revised to disclose significant events that occurred up to the date of the Amendment.
 Please contact Alexandria Kane at (212) 407-4017 or myself at (212)
 407-4043 with any questions. Sincerely,

 /s/ Julia Aryeh

 Julia Aryeh

 Senior Counsel
 cc: Alexandria Kane

February 25, 2025
Charles Cassel
Chief Executive Officer
CSLM Holdings, Inc.
2400 E. Commercial Boulevard – Suite 900
Fort Lauderdale, FL 33308
Sameer Maskey
Chief Executive Officer
Fusemachines Inc.
500 Seventh Avenue, 14th Floor
New York, NY 10018
Re:CSLM Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 13, 2025
File No. 333-283520
Dear Charles Cassel and Sameer Maskey:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
The Business Combination Proposal
Background of the Business Combination, page 118
1.Please revise to include a brief discussion of your securities being delisted
from Nasdaq. Refer to Item 1605(a) of Regulation S-K.

February 25, 2025
Page 2
2.Please revise to include a brief discussion of the reasons for the change in the PIPE
Investment Amount. Refer to Item 1605(b)(3) of Regulation S-K.
Unaudited Pro Form Condensed Combined Financial Information, page 187
3.With regards to the February 2025 amendments to various convertible notes, please
disclose the reduced conversion price and how it reconciles to the fair value of your
common stock in February 2025.
Executive Compensation of Fusemachines, page 293
4.Please update your executive compensation disclosure for the fiscal year ended
December 31, 2024. Refer to Item 402(m) of Regulation S-K.
General
5.Please update your MD&A and Subsequent Events footnotes to disclose
significant events that occurred up to the date of your filing.
            Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Alexandra Kane
Brian Lee

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Response Letter

 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 Holdings, Inc.

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

    Filed February 13, 2025

    File No. 333-283520

Ladies and Gentlemen:

On behalf of our client, CSLM Holdings, Inc., a Delaware corporation (“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 Registration Statement on Form S-4 (File No. 333-283520) filed on November 27, 2024 (the “Registration Statement”) contained in the Staff’s letter dated December 16,
2024 (the “Comment Letter”).

 The Company has filed via EDGAR an amendment to the Registration Statement
on the date hereof (“Amendment No. 1”), 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 Amendment No. 1.

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

Unaudited Pro Forma Condensed Combined Financial Statements, page 187

1. Please further explain adjustment 4(n). If this is an intercompany elimination, please clarify why both balances are
recorded on CSLM as of nine months ended September 30, 2024. Explain why Fusemachine did not record the covenant expense.

Response: The Company acknowledges the Staff’s comment and notes that, pursuant to the original Merger Agreement,
if Fusemachines’ audited financial statements for the years ended December 31, 2023 and 2022 (the “Audited Financials”) were not delivered to CSLM by February 29, 2024, Fusemachines would begin incurring fees payable (the
“Fees”) to CSLM.1

 On February 4, 2025, Fusemachines and CSLM entered into
the Second Amendment to Merger Agreement, which removed Fusemachines obligation to pay the Fees.

1
 The original Merger Agreement specifies that the Fees accumulate as follows: “In the event the Company
fails to deliver the 2023 Financial Statements to Parent by the PCAOB Audit Deadline, the Company shall pay a delay fee in the amount equal to $35,000 for the first one-month delay to March 31, 2024 (pro-rated for a partial month), $50,000 for the
second one-month delay to April 30, 2024 and thereafter $70,000 for each subsequent one-month delay (pro-rated for any partial month) (which fee shall be payable within two (2) Business Days after such one-month period (or partial month
period)).”

 Treatment of the Covenant Fees within the CSLM Historical Financial Statements and Pro Forma
Adjustments to Historical CSLM Amounts Related to the Covenant Fees

 CSLM initially recorded the Fees within “Other
receivable” within its historical balance sheet as the Fees are not typical trade receivables arising from the sale of goods or services in the ordinary course of business. Instead, they are contractual penalties originally due to CSLM from
Fusemachines as a result of specific terms of the Merger Agreement. Therefore, it was initially classified as “Other receivable” in accordance with ASC 310-10, which requires that receivables be presented in the balance sheet in a manner
that reflects the nature and characteristics of the receivable.

 Pursuant to ASC 610-20 and Section 210.5-03 of Regulation S-X, CSLM
initially recorded the Fees within the “Covenant fees” line item within the “Other income” section of its historical statement of operations because the Fees were a contractual stipulation as part of the Merger Agreement rather
than revenue from delivering or producing goods, rendering services, or other activities that constitute the entity’s ongoing major or central operations.

As of September 30, 2024, CSLM did not consider the collection of the Fees to be probable. The first monthly covenant fee was due in March
2024 and then in each subsequent month until the delivery of the audited financial statements. As of September 30, 2024, CSLM had not received payment for any of the monthly Fees. Due to the delinquency in payment, pursuant to ASC 326-20-1, CSLM
established a reserve for credit losses against the full balance of the “Other receivable” within its historical balance sheet and an associated “Provision for credit losses” against the full balance of the “Covenant
fees” within the “Other income” section of its historical statement of operations.

 Adjustment 4(n) on the pro forma
statement of operations in the Registration Statement on Form S-4 filed November 27, 2024 reflected the elimination of the historical CSLM “Covenant fees” and associated “Provision for credit losses” within “Other
income” as the Fees would have represented an intercompany transaction between Fusemachines and CSLM that would have been eliminated in the combined financial statements, assuming the companies had combined on January 1, 2023 (for purposes of
preparing the unaudited pro forma condensed combined statements of operations). Adjustment 4(n) on the pro forma statement of operations in Amendment No. 1 continues to reflect the removal of the historical CSLM “Covenant fees” and
associated “Provision for credit losses” within “Other income” as the Second Amendment to Merger Agreement removed the terms which required Fusemachines to pay the Fees.2

In addition, Adjustment 3(BB) on the pro forma balance sheet in the Registration Statement on Form S-4 filed November 27, 2024 reflected the
elimination of the fee payable by Fusemachines to CSLM. Assuming the Business Combination had been consummated on September 30, 2024, any amount owed by Fusemachines to CSLM would have represented an intercompany transaction between Fusemachines and
CSLM that would have been eliminated in combined financial statements. The adjustment of $0 to accounts receivable, current, net, represents a removal of the historical gross receivable as well as the removal of the historical full valuation reserve
against the gross receivable. Adjustment 3(AA) on the pro forma balance sheet in Amendment No. 1 reflects an adjustment of $0 thousand to Other receivable, net of reserve for credit losses. This adjustment removes the historical CSLM gross
receivable as well as the historical CSLM full valuation reserve for credit losses against the gross receivable as the Second Amendment to Merger Agreement removed Fusemachines’ obligation to pay any of the Fees to CSLM.3

 Treatment of the Covenant Fees within the Fusemachines Historical Consolidated Financial
Statements and Pro Forma Adjustments to Historical Fusemachines Amounts Related to the Covenant Fees:

 Fusemachines determined that
the Fees were a direct result of the Business Combination. These costs would not have been incurred if not for the proposed offering of securities that will occur in connection to the Business Combination. As such, pursuant to Staff Accounting
Bulletin Topic 5.A, Fusemachines accounted for the Fees as specific incremental costs directly attributable to a proposed offering of securities and recorded the Fees within Deferred transaction costs (an asset) in its historical consolidated
balance sheet rather than as an expense in its historical consolidated statement of operations.

 Fusemachines recorded the Fees within
“Accrued expenses and other current liabilities” within its historical balance sheet as the monthly Fees are for non-compliance with specific terms of the Merger Agreement rather than obligations to trade suppliers for routine business
operations.

 As the Fees were recorded within Deferred transaction costs in the Fusemachines historical balance sheet, there was no
elimination of Fusemachines historical balances included in Adjustment 4(n) within the Registration Statement on Form S-4 filed November 27, 2024, as there were no historical Fusemachines balances recorded to the statement of operations. Rather, the
Fees were recorded within the “Deferred transaction costs” and “Accrued expenses and other current liabilities” line items in Fusemachines’ historical consolidated balance sheet and eliminated through Adjustment 3(BB) within
the Registration Statement on Form S-4 filed November 27, 2024, as the Fees would have represented an intercompany transaction between Fusemachines and CSLM that would have been eliminated in the combined financial statements, assuming the companies
had combined on September 30, 2024 (for purposes of preparing the unaudited pro forma condensed combined balance sheet). As discussed above, the Second Amendment to Merger Agreement removed the terms which required Fusemachines to incur the Fees.
Adjustment 3(AA) in Amendment No. 1 reflects the removal of the Fees from “Deferred transaction costs” and “Accrued expenses and other current liabilities” as the Second Amendment to Merger Agreement removed Fusemachines’
obligation to pay any of the Fees to CSLM.4

2
 This adjustment was made in accordance with Section 210.11-01(a)(8) of Regulation S-X as the removal of fees
under the Second Amendment to Merger Agreement represents consummation of an other transaction that has occurred for which disclosure of pro forma financial information would be material to investors.

3
 This adjustment was made in accordance with Section 210.11-01(a)(8) of Regulation S-X as the removal of fees
under the Second Amendment to Merger Agreement represents consummation of an other transaction that has occurred for which disclosure of pro forma financial information would be material to investors.

4
 This adjustment was made in accordance with Section 210.11-01(a)(8) of Regulation S-X as the removal of fees
under the Second Amendment to Merger Agreement represents consummation of an other transaction that has occurred for which disclosure of pro forma financial information would be material to investors.

 2. We note several adjustments in your pro forma financial statements
have no balances. Please expand your footnote disclosure for those adjustments to explain why the balances are zero.

 Response:
Footnote disclosures for the following adjustments in the pro forma financial statements which result in a $0 thousand balance have been expanded: 3(aaa), 3(ddd), 3(cc), 3(dd), 3(a) 3(c), 3(d), 3(f), 3(j), 3(k), 3(n), 3(s), 3(u), 3(v), 3(y), 3(BB).
Please see pages 204 through 219 These adjustments represent the issuance, vesting, or conversion of shares at par value, which, due to the effects of rounding, result in a $0 thousand balance presented within the pro forma financial statements.
Each adjustment listed above has been modified to provide further clarification that the recording of the issuance, vesting, or conversion of shares at par value resulted in a less than $1 thousand adjustment, which due to the effects of rounding
resulted in a $0 thousand balance in the pro forma financial statement adjustment.

 Footnote disclosure for Adjustment 3(p) has been
revised to provide clarification that the cash received in the sale of shares of Fusemachines Pubco Common Stock to a third-party vendor resulted in a $0 thousand adjustment within the pro forma financial statements due to the effect of
rounding, as the cash received in the transaction was less than $1 thousand. Please see page 214.

 Footnote disclosure for Adjustment
3(w) has been revised to provide clarification that the net amount of the adjustment representing the incremental difference in the adjustment amounts under the No Additional Redemption Scenario and Maximum Redemption Scenario, is $0 thousand,
as presented, due to the effect of rounding as the amount is less than $1 thousand. Please see pages 216 through 217.

 Footnote disclosure for Adjustment 3(AA) (Adjustment 3(BB)) in the Registration Statement on
Form S-4 filed November 27, 2024) has been revised to provide further clarification that the removal of the historical CSLM gross receivable as well as the removal of the historical CSLM full reserve for credit losses against the gross receivable
resulted in a net $0 thousand adjustment as CSLM had fully reserved for the receivable in its historical financial statements. Please see pages 218 through 219.

Footnote disclosure for Adjustment 3(CC) (Adjustment 3(AA)) in the Registration Statement on Form S-4 filed November 27, 2024) has been
revised to provide further clarification that the forfeiture of warrants by the Sponsor – the adjustment was to increase and decrease “Additional paid-in capital” by the same amount –
resulted in a net $0 thousand balance presented within the “Additional paid-in capital” line item within the pro forma financial statements. Please see page 219.

Footnote disclosure for Adjustment 4(k) has been revised to provide clarification that the balance sheet adjustments to reflect the conversion
of all convertible notes into stock are assumed to have been made on January 1, 2023 for purposes of potentially making pro forma adjustments to the statement of operations. No adjustment to remeasure the notes to fair value has been made on
the pro forma statement of operations because the notes are deemed to no longer exist on January 1, 2023 as it is assumed they converted into stock on this date resulting in a $0 thousand adjustment within the “Loss on change in fair
value of convertibles notes and warrant liability” line item. Please see page 221.

 Footnote disclosure for Adjustment 4(fff) has
been revised to provide clarification that the balance sheet adjustments to reflect interest incurred on all convertible notes held at amortized cost are assumed to have been made on January 1, 2023. As the convertible notes held at amortized cost
are assumed to have been converted into stock on January 1, 2023 for purposes of potentially making pro forma adjustments to the statement of operations, no adjustment to record interest expense has been made on the pro forma statement of operations
because the notes are deemed to no longer exist on January 1, 2023 as it is assumed they converted into stock on this date resulting in a $0 thousand adjustment within the “Interest expense” line item. Please see page 220.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Fusemachines

Liquidity and Capital Resources as of September 30, 2024, page 266

3. We note you paid your CEO $2 million in January 2024 to repurchase some of his common stock. Please
disclose this repurchase at the forefront of your Liquidity and Capital Resources section. Disclose the business reason for the repurchase.

Response: The Company has revised the disclosure in Amendment No. 1 to address the Staff’s comment. Please
see page [268] of Amendment No. 1.

 Fusemachines Inc. and Subsidiaries Notes to the Condensed Consolidated Interim Financial Statements

 Note 19. Related Parties, page F-84

4. In regards to your repurchase of 667,000 shares of common stock from Sameer Maskey, the CEO, at a price of $4.352 per
share, disclose if this repurchase was at fair value. Reconcile this price to what you determined to be the fair value of your common stock in January 2024.

Response: The Company acknowledges the Staff’s comment regarding the repurchase of 667,000 shares of common stock
from Sameer Maskey, CEO, at a price of $4.352 per share, which was below the fair market value of the Company’s common stock price of $4.46 per share as of January 2024. Please see page [268] of Amendment No. 1.

 The fair value of the Company’s common stock as of January 2024
amounting to $4.46 per share was determined by an independent third-party valuation firm. The valuation was based on the analysis of two possible liquidity event scenarios:

(i) deSPAC Transaction Scenario (50% probability): A potential public listing via the contempl

December 16, 2024
Charles Cassel
Chief Executive Officer
CSLM Holdings, Inc.
2400 E. Commercial Boulevard – Suite 900
Fort Lauderdale, FL 33308
Sameer Maskey
Chief Executive Officer
Fusemachines Inc.
500 Seventh Avenue, 14th Floor
New York, NY 10018
Re:CSLM Holdings, Inc.
Registration Statement on Form S-4
Filed November 27, 2024
File No. 333-283520
Dear Charles Cassel and Sameer Maskey:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements, page 187
1.Please further explain adjustment 4(n). If this is an intercompany elimination, please
clarify why both balances are recorded on CSLM as of nine months ended September
30, 2024. Explain why Fusemachine did not record the covenant expense.
2.We note several adjustments in your pro forma financial statements have no balances.
Please expand your footnote disclosure for those adjustments to explain why the
balances are zero.

December 16, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Fusemachines
Liquidity and Capital Resources as of September 30, 2024, page 266
3.We note you paid your CEO $2 million in January 2024 to repurchase some of his
common stock. Please disclose this repurchase at the forefront of your Liquidity and
Capital Resources section. Disclose the business reason for the repurchase.
Fusemachines Inc. and Subsidiaries Notes to the Condensed Consolidated Interim Financial
Statements
Note 19. Related Parties, page F-84
4.In regards to your repurchase of 667,000 shares of common stock from Sameer
Maskey, the CEO, at a price of $4.352 per share, disclose if this repurchase was at fair
value. Reconcile this price to what you determined to be the fair value of your
common stock in January 2024.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Charli Wilson at 202-551-6388 or Jeff Kauten at 202-551-3447 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Alexandra Kane
Brian Lee

CORRESP
1
filename1.htm

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

 December 10, 2024

 United
States Securities and Exchange Commission

 Division of Corporate Finance

Office of Technology

 100 F Street, N.E.

Washington, DC 20549

Attention:

Inessa Kessman, Robert Littlepage, Charli Wilson and Jeff Kauten

Re: CSLM Holdings, Inc.

Registration Statement on Form S-4

Submitted November 27, 2024

CIK No. : 0002033383

 Ladies and Gentlemen:

On behalf of the registrant CSLM Holdings, Inc., a Delaware corporation (the “Registrant”) and our client, CSLM Acquisition
Corp., a Cayman Islands company with limited liability (“SPAC” or the “Company”), we are advising the staff of the Division of Corporation Finance of the Commission (the “Staff”) that due to an
administrative error at the printer, the initial draft registration statement on form S-4 (the “DRS”) and a subsequent amendment, were filed via EDGAR under the SPAC’s CIK
No. 0001875493 instead of the Registrant’s CIK No. 0002033383.

 We hereby confirm that the Registrant correctly filed the
above-referenced Registration Statement on Form S-4 (the “S-4”) on November 27, 2024, along with our response to the Staff’s comment letter
dated November 7, 2024. To facilitate your review, we are attaching the Staff’s previously issued comment letter dated October 3, 2024 in addition to the November 7, 2024 comment letter and our respective responses.

Please let us know if there is anything further we can do to assist in your review, and we sincerely apologize for any inconvenience this may
have caused.

 Please contact Alexandria Kane at (212) 407-4017 or myself at (212) 407-4043 with any questions.

 Sincerely,

/s/ Julia Aryeh

 Julia Aryeh

 Senior Counsel

cc:
 Alexandria Kane

 3

CORRESP
1
filename1.htm

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

  Page
 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

  Page
 3

 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

  Page
 4

 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

  Page
 5

 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