| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
CSLM ACQUISITION CORP. (Name of Issuer) |
Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) |
G2365L101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G2365L101 |
| 1 | Names of Reporting Persons CSLM Acquisition Sponsor I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,593,750.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 75.10 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Includes 4,593,749 Class A ordinary shares and 1 Class B ordinary share, which is convertible into 1 Class A ordinary share on a one-for-one basis at the time of the consummation of an initial business combination. Excludes 7,942,500 Class A ordinary shares issuable upon the exercise of 7,942,500 private placement warrants.
(2) Percentage is calculated based on 6,116,437 ordinary shares issued and outstanding as reported on the Company's Form 10-Q filed on November 18, 2024 which includes 6,116,436 Class A ordinary shares and one Class B ordinary share.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: CSLM ACQUISITION CORP. | |
| (b) | Address of issuer's principal executive
offices: 400 E. Commercial Boulevard, Suite 900, Ft Lauderdale FL 33308 | |
| Item 2. | ||
| (a) | Name of person filing: CSLM Acquisition Sponsor I LLC, the Issuer's Sponsor, is the record holder of the securities reported herein. Charles Cassel and Jonathan Binder are the managing members of the Sponsor. By virtue of this relationship, each of Mr. Cassel and Binder may be deemed the beneficial owner of the securities held of record by the Sponsor. Mr. Cassel and Mr. Binder each disclaims any such beneficial ownership except to the extent of his pecuniary interest. CSLM Acquisition Sponsor I LLC, Mr. Charles Cassel and Mr. Jonathan Binder are collectively referred to herein as "Reporting Persons." | |
| (b) | Address or principal business office or, if
none, residence: The address of the business office of each of the Reporting Persons is c/o CSLM Acquisition Corp., 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, Florida 33308 | |
| (c) | Citizenship: CSLM Acquisition Sponsor I LLC- Cayman Islands limited liability company, and each of Mr. Cassel and Mt. Binder are United States Citizens | |
| (d) | Title of class of securities: Class A ordinary shares, $0.0001 par value per share | |
| (e) | CUSIP No.: G2365L101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 4,593,750. Includes 4,593,749 Class A ordinary shares and 1 Class B ordinary share, which is convertible into 1 Class A ordinary share on a one-for-one basis at the time of the consummation of an initial business combination. Excludes 7,942,500 Class A ordinary shares issuable upon the exercise of 7,942,500 private placement warrants. | |
| (b) | Percent of class: 75.10%. Percentage is calculated based on 6,116,437 ordinary shares issued and outstanding as reported on the Company's Form 10-Q filed on November 18, 2024 which includes 6,116,436 Class A ordinary shares and one Class B ordinary share. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a). | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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