📜 What This Document Is 📑

This is a Preliminary Prospectus filed as an S-1 Registration Statement with the SEC. Think of this document as the company’s formal "Get To Know Us" brochure that they have to submit to the government before selling its stock to the public. Because it is preliminary, the information is subject to change, which is an important warning for any potential investor.

The filing was submitted on April 21, 2026, and its primary goal is to facilitate the sale of shares by a specific investor, Roth Principal Investments, LLC. 👉 The core message is that Fusemachines Inc. is raising capital by selling stock, but the company itself is not receiving proceeds from this specific sale.

🏢 What Fusemachines Inc. Does 🤖

Fusemachines Inc. operates in the high-tech space of Artificial Intelligence (AI). In simple terms, they build and sell platforms and solutions that help large businesses implement and operate enterprise-level AI applications. They help companies adopt sophisticated technology to improve their own operations.

The company's growth strategy relies heavily on selling platforms and services to commercial enterprise organizations. These clients often base their purchasing decisions not just on the platform's features, but on projected business growth, general macroeconomic confidence, and whether the solution aligns with their existing internal software infrastructure. 👉 Their success depends on continuously developing new technologies and maintaining high-quality support services to keep their sophisticated platforms functioning in complex customer environments.

📈 The Purpose of the Stock Offering 💰

The main action detailed in this S-1 is the potential sale of up to 11,363,636 shares of Common Stock. This transaction is planned to occur through the "Committed Equity Facility" with Roth Principal Investments, LLC, who is the "Selling Stockholder."

• Shares and Mechanics: The prospectus relates to the offer and sale of up to 11,363,636 shares.
• Stock Outstanding: Before this offering, there were 28,939,240 shares outstanding. If the maximum number of shares (11,363,636) is sold, the common stock outstanding would increase to 40,302,876 shares.
• Use of Proceeds: Crucially, the company states it will not receive any of the proceeds from the sale of the shares by the Selling Stockholder. This means the company's cash flow is not immediately boosted by this transaction.

🏦 Financial Warning & Going Concern Status ⚠️

The most critical financial information in this filing is a significant warning regarding the company's short-term financial health. The document states that the company has historically experienced recurring net losses and negative cash flows.

• Past Losses: The company reported comprehensive losses of approximately $0.93 million for the year ended December 31, 2025, and $15.3 million for the year ended December 31, 2024.
• Going Concern Warning: The independent accounting firm's report expresses "substantial doubt about [the company’s] ability to continue as a 'going concern.'" This means that, based on the current financial data, the company does not have enough cash or resources to operate normally for at least one year.
• Cash Position: As of December 31, 2025, the company had cash of approximately $4,221 thousand but used approximately $5,529 thousand in cash for operating activities during the year. 👉 The negative cash flow relative to cash reserves is a major red flag indicating potential liquidity issues.

🧱 Key Legal and Transactional Structures 🧩

The filing is extremely complex due to its history of capital raises. It details numerous instruments that give insight into the company's capital structure, including several tranches of notes and warrants.

• Venture Capital History: The company has been involved in various funding rounds, evidenced by multiple agreements listed, such as the SeriesSeed1 through SeriesSeed4 Convertible Preferred Stock, and the April Two Thousand TwentyFour Convertible Notes Agreement Member.
• SPAC Activities: The prospectus mentions FUSE:SPACTransactionMember for the period of January 1, 2025, to December 31, 2025, indicating the company has historical ties to a Special Purpose Acquisition Company (SPAC) merger process.
• Securities and Warrants: The company has multiple types of securities that are potentially outstanding or convertible, including Common Stock Warrants and FUSE:CommonStockContingentObligationMember, which represents obligations tied to future sales or events.

🚨 Top Risk Factors Analysis ⚠️

Because this is an S-1, the risk factors section is extensive, and every warning is crucial reading. The risks span multiple domains, from market conditions to advanced technology challenges.

Market and Customer Concentration Risk

The company notes that revenue is derived from a limited number of customers.

• Dependency: For the year ended December 31, 2025, two customers accounted for approximately 30% of the total revenue, compared to 23% for 2024.
• Vulnerability: If one or more significant customers lose business, or if their contract terms expire (many contracts are up to one year and do not guarantee automatic renewal), the company’s revenue and operations could decline sharply.

Technology and AI Development Risk

The core of the business relies on its ability to constantly innovate.

• Market Acceptance: There is no guarantee that new platforms or enhancements will be popular or provide sufficient value to customers, and the market for enterprise AI may slow down.
• Competition: The introduction of new technologies by competitors, or entirely new AI solutions, could make Fusemachines' platforms obsolete.

Regulatory and Ethical AI Risk

Given the AI nature of the business, the regulatory risk is very high.

• Global Compliance: The company must navigate evolving and potentially conflicting regulations, such as the EU AI Act, which imposes significant compliance obligations for high-risk AI applications (requiring transparency and human oversight).
• Bias & Ethics: The use of AI can result in reputational harm or legal liability if the algorithms are flawed, the training data is biased, or the solutions are perceived to negatively impact human rights or privacy.

⚙️ Operational, Supply Chain, and Security Risk 💻

The company’s ability to function depends on external factors and the security of its systems.

• Supply Chain: The business relies on a sustainable supply chain and depends on a limited number of third-party vendors for hardware and software. If these vendors face difficulties, the company’s ability to deliver its services could be impaired.
• Data Security: The services involve the web-based and data storage of customer information. A breach of security—whether by hackers, third-party action, or employee error—could lead to significant liabilities, loss of trust, and a severe blow to the company's reputation.

🗺️ How the Company is Managed 💼

The filing identifies key personnel and service providers that handle the legal and administrative aspects of the offering.

• Principal Executive Offices: Fusemachines Inc. is located at 251 West 30th Street, 5th Floor, New York, NY 10001, and their principal executive offices are also listed at that address.
• Service Agent: Sameer Maskey is listed as the agent for service, located at the same New York address with the phone number (347) 212-5075.
• Legal Counsel: The firm Dentons US LLP is retained to assist with the offering, with the primary contact listed at 1221 Avenue of the Americas, New York, NY 10020-1089, and the phone number (212) 768-6700.

🗓️ Key Dates and Contact Information 📧

This section summarizes important dates and contacts for follow-up.

• Listing Symbols: The company’s Common Stock is listed on The Nasdaq Global Market under the symbol “FUSE”, and public warrants are listed under “FUSEW.”
• Agent Contact:
  • Name: Sameer Maskey
  • Company: Fusemachines Inc.
  • Address: 251 West 30th Street, 5th Floor, New York, NY 10001
  • Phone: (347) 212-5075
• SEC Filing Date: The prospectus date is April 21, 2026.

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🧠 The Analogy

Imagine Fusemachines Inc. is like a brilliant, rapidly growing restaurant that opened its doors after a very expensive, high-profile pop-up event (the SPAC). The restaurant concept (AI) is revolutionary, and the ingredients (technology) are amazing. However, the kitchen (the business structure) is currently running on fumes. They have fantastic potential (the market size is huge), but the lights are flickering, the health inspector has flagged the deep financial issues ("going concern"), and they are begging for emergency funds. Selling the stock is the emergency cash injection, but it comes with massive risk—if a major ingredient (a key customer) fails, or if the local health department (regulators) passes a new law, the whole thing could crash.

🧩 Final Takeaway

Fusemachines Inc. is a high-potential, high-risk AI platform company undergoing a capital raise (S-1 filing). The most critical takeaways are the urgent warning of substantial doubt regarding its ability to continue operations, the massive dependency on a few key customers, and the inherent risks associated with building complex, evolving AI technologies.