Fusemachines Inc.

Listed Company

FUSEWCIK 0002033383NasdaqNon-AcceleratedSmaller ReportingEmerging GrowthServices-Computer Integrated Systems DesignFY ends Dec 31

Period

FY 2025

Revenue

$7.71M

Net Income

$-928.0K

Total Assets

$7.54M

Equity

$-14.58M

Shares Out

28.94M

Op. Cash Flow

$-5.53M

Business

Fusemachines Inc. is a publicly listed company in Computer Integrated Systems Design. Common stock trades on Nasdaq under the ticker FUSE.

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Financials

Consolidated Statement of Income

Year Ended · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2024 2024-12-31
Revenue	8	9
Cost of revenue	−3	−4
Gross Profit	4	5
Selling and marketing	1	2
General and administrative	8	10
Research and development	720,000	732,000
Total operating expenses	10	13
Loss from operations	−6	−8
Interest expense	−268,000	−234,000
Loss on extinguishment of convertible notes payable	−391,000	—
Loss on extinguishment of notes payable	—	−601,000
Loss on extinguishment of payable	—	−70,000
Gain/(Loss) on change in fair value of convertible notes and warranty liability	7	−6
Gain/(Loss) on change in fair value of forward purchase derivative liability	−1	—
Other (expense) income	220,000	−148,000
Total other expense/(income), net	5	−7
Loss before income taxes and equity in earnings of investee	−925,000	−15
Provision for income tax	−3,000	−31,000
Equity in earnings of investee, net of income tax provision of $0 and $0, respectively	—	−1,000
Net loss	−928,000	−15
Change in foreign currency translation adjustment	10,000	57,000
Total comprehensive loss	−918,000	−15
Net loss per share - basic	−0.08	−2.21
Net loss per share - diluted	−0.08	−2.21
Weighted-average common shares outstanding - basic	12	7
Weighted-average common shares outstanding - diluted	12	7

Consolidated Balance Sheet

As of · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2025 2025-10-31	FY 2025 2025-01-31	FY 2024 2024-12-31	FY 2023 2023-12-31
Cash and cash equivalents	4	9	—	500,000	—
Accounts receivable, current, net	1	—	—	1	—
Unbilled revenue	16,000	—	—	113,000	—
Deferred transaction costs	—	—	—	2	—
Prepaid expenses and other current assets	753,000	—	—	219,000	—
Total current assets	6	—	—	4	—
Property and equipment, net	305,000	—	—	348,000	—
Intangible assets, net	206,000	—	—	187,000	—
Accounts receivable, net	—	—	—	4,000	—
Deferred tax asset	11,000	—	—	10,000	—
Operating lease right-of-use assets	744,000	—	—	870,000	—
Other assets	16,000	—	—	5,000	—
Total assets	8	—	—	6	—
Accounts payable	5	—	—	7	—
Accrued expenses and other current liabilities	5	—	—	4	—
Deferred revenue	—	—	—	54,000	—
Convertible notes payable, at fair value, current	—	—	—	9	—
Convertible notes payable, current	—	—	—	255,000	—
Related party loan payable, current	300,000	—	—	700,000	—
Operating lease liability, current	85,000	—	—	74,000	—
Forward purchase derivative liability	10	—	—	—	—
Short term debt	342,000	—	—	—	—
Total current liabilities	20	—	—	20	—
Accounts payable non-current	143,000	—	—	—	—
Related party convertible notes payable, at fair value	—	—	—	7	—
Convertible notes payable	—	—	—	200,000	—
Warrant liability	121,000	—	—	945,000	—
Cumulative mandatorily redeemable common and preferred stock liability	1	—	—	1	—
Operating lease liability	751,000	—	—	878,000	—
Total liabilities	22	—	—	30	—
Commitments and Contingencies (Note 17)	—	—	—	—	—
Convertible preferred stock ($0.0001 par value, 5,000,000 and 5,972,716 shares authorized as of December 31,2025 and December 31, 2024, respectively; Nil and 5,950,673 shares issued as of December 31, 2025 and December 31, 2024, respectively; Nil and 5,950,673 shares outstanding as of December 31, 2025 and December 31, 2024)	—	—	—	8	—
Common stock ($0.0001 par value, 500,000,000 shares and 15,924,202 shares authorized as of December 31,2025 and December 31, 2024; 29,377,169 and 7,709,867 shares issued as of December 31,2025 and December 31,2024 respectively; 28,938,266 shares and 7,264,192 shares outstanding as of December 31,2025 and December 31, 2024, respectively)	3,000	—	115	1,000	—
Additional paid in capital	31	—	—	5	—
Treasury stock, at cost (Nil and 438,903 as of December 31,2025 and December 31, 2024, respectively)	—	−3	—	−3	—
Share subscription receivable	−11	—	—	—	—
Accumulated deficit	−35	—	—	−34	—
Accumulated other comprehensive income	260,000	—	—	250,000	—
Total stockholders deficit	−15	—	—	−24	−8
Total liabilities and stockholders deficit	8	—	—	6	—

Consolidated Statement of Cash Flows

Year Ended · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2024 2024-12-31
Depreciation of property and equipment	96,000	109,000
Amortization of intangible asset	93,000	70,000
Provision for credit losses	55,000	540,000
Stock-based compensation	231,000	1
Amortization of right-of-use assets	88,000	110,000
Changes in fair value of convertible notes at fair value, warranty liability and forward purchase agreement liability	−7	6
Change in fair value of forward purchase derivative liability	1	—
Accretion of cumulative mandatorily redeemable common and preferred stock liability	99,000	80,000
Equity method investment obtained in exchange for services	—	−122,000
Impairment of Equity investments	—	120,000
Equity in earnings of investee	—	2,000
Loss on extinguishment of convertible notes payable	391,000	601,000
Unrealized foreign exchange gain/(loss)	27,000	49,000
Deferred income taxes	−2,000	−11,000
Accounts receivable, current, net	47,000	−904,000
Unbilled revenue	82,000	−39,000
Prepaid expenses and other current assets	−74,000	−85,000
Accounts receivable, net	4,000	18,000
Other assets	22,000	−2,000
Accounts payable	−200,000	4
Operating lease liabilities	−73,000	−87,000
Accrued expenses and other current liabilities	34,000	2
Deferred revenue	−54,000	33,000
Net cash used in operating activities	−6	−2
Costs capitalized for internally developed software	−112,000	−144,000
Purchases of property and equipment	−53,000	−15,000
Payment made to Capital Creditors	—	−20,000
Disposal of property and equipment	—	3,000
Net cash used in investing activities	−165,000	−176,000
Proceeds from convertible notes payable	180,000	455,000
(Repayment)/ Proceeds from related party loan payable	−700,000	700,000
Proceeds from convertible note payable, at fair value	—	7
Payments on notes payable, net of penalty and lender fees	—	−3
Payment of deferred transaction costs	−836,000	−2,000
Common stock repurchase	—	−2
Proceeds from reverse recapitalization	9	—
Proceeds from issuance of shares pursuant to PIPE transaction	1	—
Debt Extinguishment cost paid	—	−53,000
Exercise of stock options	—	12,000
Proceeds from director and officer insurance funding (short term debt)	382,000	—
Payment of director and officer insurance funding (short term debt)	−40,000	—
Net cash provided by financing activities	9	3
Effect of exchange rate changes on cash and cash equivalents	−3,000	−1,000
Net change in cash and cash equivalents	4	234,000
Cash paid for interest	—	26,000
Cash paid for income taxes	31,000	10,000
Purchase of property and equipment through capital advances	—	38,000
Common Stock issued upon cashless exercise of stock options	707,000	—
Unpaid deferred transaction costs as of the end of the period	242,000	2
Waiver of deferred transaction costs as of the end of the period	1	—
Issuance of shares vested upon repayment and forgiveness of 2023 Promissory Notes	3,000	899,000
Issuance of subscription receivable	−11	—
Settlement of non-recourse 2023 promissory note in exchange for common stock repurchase consideration	—	903,000
Issuance of shares as a result of conversion of related party convertible notes at fair value	4	—
Issuance of shares as a result of conversion of convertible notes at fair value	5	—
Issuance of shares as a result of conversion of convertible notes	668,000	—
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization	8	—
Treasury stock repurchase cancellation upon reverse recapitalization	−3	—
Shares issued to a vendor of Legacy Fusemachines to settle outstanding invoices.	198,000	—
(Loss)/Gain on extinguishment of debt (Refer Note no. 10 - Long Term Debt)	−391,000	—
Extinguishment of debt (Refer Note no. 10 - Long Term Debt and Note no.17 - Commitments and Contingencies)	—	4
Settlement of vendor payable by SPAC sponsor accounted as a capital contribution	137,000	—
Recognition of debt at fair value (Refer Note no. 10 - Long Term Debt and Note no.17 - Commitments and Contingencies)	—	4
Investment in Equity securities	—	122,000

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