Fusemachines 提交8-K更正董事持股披露 釐清Gocher實益擁有權

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 or 15(d)

of
the Securities Exchange Act of 1934

 

Date
of Report (date of earliest event reported): July 2, 2026

 

FUSEMACHINES
INC.

(Exact
name of registrant as specified in its charter)

 

 
 Delaware
  
 001-42909
  
 98-1602789

 
 (State
 or other jurisdiction of

 incorporation
 or organization)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 Number)

 
 

200
West 41st Street, 21st Floor

New
York. New York 10036

(Address
of principal executive offices and zip code)

 

(347)
212-5075

(Registrant’s
telephone number, including area code)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

 
 ☐
 Written communications pursuant to Rule 425 under the
 Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting material pursuant to Rule 14a-12 under the
 Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b)
 under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c)
 under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 Title
 of each class
  
 Trading
 symbol(s)
  
 Name
 of each exchange on which registered

 
 Common Stock, par value
 $0.0001 per share
  
 FUSE
  
 Nasdaq Stock Market LLC

 
 Warrants to purchase
 shares of Common Stock
  
 FUSEW
  
 Nasdaq Stock Market LLC

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☒

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item 8.01 Other Events.

 

Fusemachines
Inc., a Delaware corporation (the “Company”) is filing this Current Report on Form 8-K to provide corrected beneficial ownership
information with respect to shares of the Company’s common stock previously reported as beneficially owned by Timothy Gocher, a
member of the Company’s Board of Directors. Mr. Gocher previously filed Forms 4 with the Securities and Exchange Commission (the
“Commission”) that attributed beneficial ownership of shares of the Company’s common stock, par value $0.0001 per share
(“Common Stock”), held by Dolma Impact Fund I (“Dolma”) to Mr. Gocher. Mr. Gocher serves as Chief Executive Officer
of Dolma but does not have voting or dispositive power over the shares held by Dolma. Accordingly, those shares should not have been
reported as beneficially owned by Mr. Gocher. The Company has determined that the prior Forms 4s filed by Mr. Gocher incorrectly included
the shares held by Dolma in Mr. Gocher’s reported beneficial ownership. Mr. Gocher has filed amended Forms 4 to correct the previously
reported beneficial ownership information. This Form 8-K is being filed voluntarily to disclose the corrected beneficial ownership of
Mr. Gocher and Dolma following the filing of the amended Forms 4.

 

The
following table sets forth certain information, as of July 1, 2026 with respect to the holdings of (1) each person who is the beneficial
owner of more than 5% of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors
and executive officers as a group. The beneficial ownership of shares of Common Stock is calculated based on 28,985,302 shares
of Common Stock of the Company outstanding as of July 1, 2026.

 

Beneficial
ownership is determined in accordance with the rules and regulations of the Commission. A person is a “beneficial owner”
of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the
security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or
has the right to acquire such powers within 60 days.

 

To
the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power
with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with
a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our
knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.

 

 
 Beneficial Owner 
 Number
of Shares

 Beneficially Owned
  
 Percentage
of

 Common
Stock

 Beneficially Owned
 

 
 Five Percent Stockholders 
     
    

 
 Consilium Entities(1) 
  11,944,765(2) 
  37.60%

 
 Charles Cassel(1) 
  13,104,866(3) 
  40.49%

 
 Jonathan Binder(1)  
  13,104,864(4) 
  40.49%

 
 Sameer Maskey 
  6,010,280(5) 
  20.57%

 
 Dolma Impact Fund I 
  2,677,293(6) 
  9.24%

 
 Executive Officers and Directors 
     
    

 
 Sameer Maskey 
  6,010,280(5) 
  20.57%

 
 Christine Chambers 
  70,000
(7) 
  *
%

 
 Anish Joshi 
  224,447(8) 
  *%

 
 Parag Shrestha 
  167,075(9) 
  *%

 
 Robert Traghetto 
  85,265(10) 
  *%

 
 Bharat Krish 
  25,000 (11) 
  *%

 
 Tim Gocher 
  44,740(12) 
  *%

 
 Julia Hirschberg 
  - 
  *%

 
 Salman Alam 
  75,000(13) 
  *%

 
 All Fusemachines Pubco directors and executive officers as a
 group (nine individuals) 
  6,701,807  
  22.73%

 

 

 
 *
 Less than 1%. 

 
  
  

 
 (1)
 Consilium Extended Opportunities
 Fund and Consilium Frontier Equity Fund are managed by Mr. Cassel and Mr. Binder (together with their affiliates, the “Consilium
 Entities”). Therefore Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Sponsor.

 

  

  

 

 

 (2)
 
 Includes (i) 4,072,414
 shares of Common Stock held by Consilium Extended Opportunities Fund, (ii) 5,092,476 shares of Common Stock held by Consilium Frontier
 Equity Fund, and (iii) 2,779,875 shares of Common Stock issuable upon the exercise of private placement warrants held by Consilium
 Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially
 own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP.

  
  

 (3)
 Includes (i) 564,413 shares
 held directly by Mr. Cassel and Mr. Cassel’s spouse, (ii) 595,688 shares of Common Stock issuable upon the exercise of private
 placement warrants held directly by Mr. Cassel and Mr. Cassel’s spouse, and (iii) the securities held by Consilium Extended
 Opportunities Fund and Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel
 and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier
 Equity Fund LP.

 
  
  

 
 (4)
 Includes (i) 564,412 shares
 held directly by Mr. Binder, (ii) 595,687 shares of Common Stock issuable upon the exercise of private placement warrants, and (iii)
 the securities held by Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund. By virtue of their shared control
 over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities
 Fund LP and Consilium Frontier Equity Fund LP.

 
  
  

 
 (5)
 Includes
 (i) 4,127,708 shares directly held by Sameer Maskey and 237,500 restricted stock
 units which vest within 60 days of July 1, 2026, (i) 329,014 shares held by Sameer Maskey’s
 spouse, and (iii) 658,029 and 658,029 shares are held of record by Maskey Everest
 Trust and Maskey Annapurna Trust, respectively. Sameer Maskey exercises voting or dispositive
 control over any of the securities held by Maskey Everest Trust and Maskey Annapurna Trust.
 As such, Mr. Maskey may be deemed to be the beneficial owner of all shares held by Maskey
 Everest Trust and Maskey Annapurna Trust. Mr. Maskey disclaims individual ownership of such
 shares except to his individual pecuniary interest in such trusts.

 
  
  

 
 (6)
 Represents
 2,677,293 shares of Common Stock held by Dolma Impact Fund I. Dolma Impact Fund I has voting and dispositive power over the
 shares. Tim Gocher, a director of the Company, serves as Chief Executive Officer of Dolma. Mr. Gocher disclaims beneficial ownership
 of the shares held by Dolma Impact Fund I except to the extent of any pecuniary interest therein.

 
  
  

 
 (7)
 Includes 70,000 restricted stock units held by Ms. Chambers
 which vest within 60 days of July 1, 2026. Ms. Chambers disclaims any beneficial ownership of such shares, except to the extent of
 any pecuniary interest therein.

 
  
  

 
 (8)
 Includes
 (i) 177,667 shares of Common Stock owned by Mr. Joshi directly, as well as (ii) vested stock incentive options exercisable for 46,780
 shares of Common Stock that Mr. Joshi has the right to acquire within 60 days of July 1, 2026. Mr. Joshi disclaims any beneficial
 ownership of such shares, except to the extent of any pecuniary interest therein.

 
  
  

 
 (9)
 Includes
 (i) 125,025 shares of Common Stock owned by Mr. Shrestha directly, as well as (ii) vested stock incentive options exercisable for
 42,050 shares of Common Stock that Mr. Shrestha has the right to acquire within 60 days of July 1, 2026. Mr. Shrestha disclaims
 any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

 
  
  

 
 (10)
 Includes
 (i) 73,699 shares of Common Stock owned by Mr. Traghetto directly, as well as (ii) vested stock incentive options exercisable for
 11,566 shares of Common Stock that Mr. Traghetto has the right to acquire within 60 days of July 1, 2026. Mr. Traghetto disclaims
 any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

 
  
  

 
 (11)
 Includes 25,000 restricted stock units that vest within
 60 days of July 1, 2026. Mr. Krish disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest
 therein.

 
  
  

 
 (12)
 Includes
 (i) vested stock incentive options exercisable for 19,740 shares of Common
 Stock that Mr. Gocher has the right to acquire within 60 days of July 1, 2026, and (ii)
 25,000 restricted stock units that vest within 60 days of July 1, 2026. Mr. Gocher disclaims
 any beneficial ownership of shares, except to the extent of any pecuniary interest therein.
 Excludes 2,677,293 shares of Common Stock held by Dolma Impact Fund I. Mr. Gocher
 serves as Chief Executive Officer of Dolma Impact Fund I but does not have voting
 or dispositive power over such shares and disclaims beneficial ownership of such shares except
 to the extent of any pecuniary interest therein.

 
  
  

 
 (13)
 Includes (i) 50,000 shares of Common Stock owned
by Mr. Alam directly, as well as (ii) 25,000 restricted stock
 units that vest within 60 days of July 1, 2026. Mr. Alam disclaims any beneficial ownership
 of such shares, except to the extent of any pecuniary interest therein.

 
 

Item
9.01. Financial Statements and Exhibits.

 

 
 Exhibit

 Number

  
 Description

 
 104
  
 Cover Page Interactive
 Data File (embedded within the Inline XBRL document.)

 
 

  

  

 

 

SIGNATURE

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

 

 
 Date:
 July 2, 2026
 FUSEMACHINES INC.

 
  
  
  

 
  
 By:
 /s/
 Sameer Maskey

 
  
  
 Sameer Maskey

 
  
  
 Chief Executive Officer