UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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 Securities Exchange Act of 1934:
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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 1.01 | Entry into a Material Definitive Agreement |
Trust Amendment Agreement
On August 18, 2024 as approved by its shareholders at the annual general meeting held on August 18, 2024 (the “Annual Meeting”), CSLM ACQUISITION CORP. (the “Company”), and its trustee, Continental Stock Transfer & Trust Company amended (the “Trust Amendment”) the Investment Management Trust Agreement, dated as of January 12, 2022, as amended on July 13, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) and the Company, in order to allow the Company to extend the time to complete a business combination on a month-to-month basis, until July 18, 2025 (the “Termination Date”) by placing $30,000 into the Company’s trust account (the “Trust Account”). At the Annual Meeting, the shareholders of the Company approved by a special resolution, to amend Trust Agreement to extend the time by which the Company has to consummate a business combination until July 18, 2025 in accordance with the Company’s amended and Amended and Restated Memorandum of Association and Articles of Association, adopted by special resolution dated January 5, 2022, as amended (the “Articles of Association”).
The foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On August 19, 2024, CSLM issued a 2nd amended and restated promissory note (the “2nd A&R Note”) to Consilium Acquisition Sponsor I, LLC (“Sponsor”), to replace the initial promissory note issued to the Sponsor on February 28, 2023, as amended on January 18, 2024, for working capital, allowing the Company to borrow up to $2,000,000. The 2nd A&R Note is unsecured, increases the amount the Company may borrow to $2,750,000, bears interest at a rate of 4.75% per annum, and is payable on the earlier to occur of (i) the date by which the Company has to complete a business combination or (ii) the effective date of a business combination.
The foregoing description of the 2nd A&R Note is qualified in its entirety by reference to the full text of the 2nd A&R Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The shareholders of the Company approved the following proposals at the Annual Meeting held on August 18, 2024: (a) as a special resolution, to amend the Company’s Articles of Association to remove the requirement that the Company must have net tangible assets of at least $5,000,001 to consummate a business combination (the “NTA Proposal”); (b) as a special resolution, to provide the Company the right to extend the date by which it has to complete a business combination on a month-to-month basis until July 18, 2025 by placing $30,000 into the Trust Account (the “Extension Amendment Proposal”); (c) as a special resolution, an amendment to the Trust Agreement, to extend the Termination Date until July 18, 2025 (the “Trust Amendment Proposal”), and (d) as an ordinary resolution, a proposal to consider and vote to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year December 31, 2024 (the “Ratification of Auditors Proposal”).
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On August 18, 2024, the Company held the Annual Meeting. On August 6, 2024, the record date for the Annual Meeting, there were 9,515,937 ordinary shares entitled to be voted at the Annual Meeting. This includes 9,515,936 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), and one Class B ordinary share, par value $0.0001 per share (“Class B Shares” and together being the issued and outstanding ordinary shares of the Company, referred to as the “Shares”). At the meeting, 7,821,472 or 82.19% of such Shares were represented in person or by proxy.
The final results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
1. NTA Proposal
Shareholders approved the proposal to amend the Company’s Articles of Association to remove the requirement that the Company must have net tangible assets of at least $5,000,001 to consummate a business combination. Approval of the NTA Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Annual Meeting or any adjournment thereof. The NTA Proposal received the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 6,950,996 | 870,476 | 0 | 0 |
2. Extension Amendment Proposal
Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination up to July 18, 2025. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Annual Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 6,827,645 | 993,827 | 0 | 0 |
3. Trust Amendment Proposal
Shareholders approved the proposal to amend the Trust Agreement, as a special resolution, to allow the Company to extend the time to complete a business combination up to October 18, 2024 by depositing $30,000 into the Trust Account on a month-to-month basis. Approval of the Trust Agreement Amendment Proposal required a special resolution under Cayman Islands law, a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Annual Meeting or any adjournment thereof. The Trust Amendment Proposal received the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 6,827,645 | 993,827 | 0 | 0 |
4. Ratification of Auditors Proposal
Shareholders approved as an ordinary resolution, to consider and vote to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year December 31, 2024. Approval of the Ratification of Auditors Proposal required an ordinary resolution under Cayman Islands law by the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Public Shares entitled to vote, in person or by proxy, at the Annual Meeting or any adjournment thereof. The Ratification of Auditors Proposal received the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 6,950,996 | 870,476 | 0 | 0 |
| Item 8.01. | Other Events. |
Immediately after the Annual Meeting, the Company extended the time to complete the business combination by one (1) month and deposited the sum of $30,000 into the trust account in accordance with the terms of the Trust Agreement.
In connection with the shareholders’ vote at the Annual Meeting of shareholders held by the Company on August 18, 2024, 3,339,500 Class A Shares were tendered for redemption, leaving 1,372,687 Class A Shares. As a result, approximately $38,596,222 (approximately $11.35 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. After the redemptions, approximately $15,584,801 will remain in the Company’s trust account.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits:
| Exhibit |
Description | |
| 10.1 | Amendment to the Investment Trust Management Agreement between the Company and the Trustee dated August 18, 2024 | |
| 10.2 | Amended and Restated Promissory Note dated August 19, 2024 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CSLM Acquisition Corp. | ||||||
| Dated: August 20, 2024 | By: | /s/ Charles Cassel | ||||
| Name: | Charles Cassel | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 10.1
EXTENSION AMENDMENT
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF
CSLM ACQUISITION CORP.
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 18, 2024, by and between CSLM ACQUISITION CORP., a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 12, 2022, as amended on July 13, 2023, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, the Company further obtained the approval of the holders of the affirmative vote of at least a two-thirds majority of the votes cast, in person or by proxy by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares;
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendments to Trust Agreement. |
(a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) such later date as extended by the Company on a month-to-month basis until July 18, 2025 (the “Extended Date”) as set forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to the Extended Date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date;
(b) Section 1(k) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”) or to redeem 100% of the
Company’s public shares if it does not complete its initial Business Combination on the terms set forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time) provided, however, that in the event that a Termination Letter has not been received by the Trustee by the Extended Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and
(b) The second paragraph to Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:
The Company needs such funds to pay its Public Shareholders who have properly elected to have their Public Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination as described in the Company’s amended and restated memorandum and articles) provided, however, that in the event that a Termination Letter has not been received by the Trustee by the Extended Date the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.
| 2. | Miscellaneous Provisions. |
| 2.1. | Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
| 2.2. | Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| 2.3. | Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| 2.4. | Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
| 2.5. | Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
| 2.6. | Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
CSLM ACQUISITION CORP.
| By: | /s/ Charles Cassel | |
| Name: | Charles Cassel | |
| Title: | Chief Executive Officer | |
| Continental Stock Transfer & Trust Company, as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
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Exhibit 10.2
THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONSILIUM ACQUISITION CORP.
SECOND AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount: Up to $2,750,000.00 | Dated as of August 19, 2024 |
This Second Amended and Restated Promissory Note amends in full, extends and modifies that certain Promissory Note dated February 28, 2023 (the “Original Note ”), as amended on January 18, 2024, in the principal amount of Two Million Dollars ($2,000,000) made by CSLM Acquisition Corp. (formerly Consilium Acquisition Corp. I, Ltd., a Cayman Islands exempted company, the “Maker”), in favor of Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (“Payee”). The debt evidenced herein shall replace and discharge the debt evidenced by the Original Note, plus any accrued and unpaid interest thereon. This Amended and Restated Promissory Note is referred to herein as the ‘Note.”
WHEREFORE: Maker promises to pay Payee, or order, the principal balance as set forth on Schedule A hereto, together with all accrued and unpaid interest due on such outstanding balance, in cash in lawful money of the United States of America, on the terms and conditions described below; which schedule shall be updated from time to time by the parties hereto to reflect all advances and re-advances of principal outstanding under this Note; provided that at no time shall the aggregate of all advances and re-advances of principal outstanding under this note exceed TWO MILLION SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($2,750,000.00) (the “Maximum Amount”). Any advance hereunder shall be made by the Payee upon a request of Maker and shall be set forth on Schedule A. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. All unpaid principal, together with all accrued and unpaid interest, under this Note shall be due and payable in full on the earlier of: (i) the date by which Maker has to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”) pursuant to Article 166 of its Amended and Restated Memorandum of Association (as it may be amended
from time to time), and (ii) the effective date of a Business Combination (such earlier date of (i) and (ii), the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal, together with all accrued and unpaid interest, under this Note may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including, but not limited to, any officer, director, employee or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to the Maximum Amount in drawdowns under this Note to be used for working capital purposes. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Fifty Thousand Dollars ($50,000.00) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed the Maximum Amount. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
3. Interest. From the date hereof until the payment in full of this Note, the unpaid principal balance of this Note shall bear interest, which shall accrue daily based on actual days elapsed and a 365- day year, at the rate of 4.75% per annum. All accrued and unpaid interest shall be due and payable in full on the Maturity Date.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any accrued and unpaid interest on this Note, and then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):
a. Failure to Make Required Payments. Failure by Maker to pay the principal amount and interest due pursuant to this Note on the Maturity Date.
b. Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
c. Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
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6. Remedies.
a. Upon the occurrence of an Event of Default specified in Section 5(a). Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, including any accrued and unpaid interest, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
b. Upon the occurrence of an Event of Default specified in Section 5(b) or Section 5(c). the unpaid principal balance of this Note, and all other sums payable with regard to this Note, including all accrued and unpaid interest, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail or overnight courier service to the address most recently provided to such party or such other address as may be designated in writing by such party, (ii) by facsimile to the number most recently provided to such party or such other facsimile number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so delivered or transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (I) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
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10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which proceeds of Maker’s initial public offering (including the deferred underwriters discounts and commissions) and proceeds of the sale of the Private Placement Warrants were deposited, as described in greater detail in the registration statement on Form S-1 (File No. 333- 261570) filed by Maker with the Securities and Exchange Commission, that was declared effective on January 12, 2022, and the related prospectus, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever, including the payment of interest on this Note.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.
14. Assignment; Successors and Assigns. Subject to Section 15, no assignment or transfer of this Note or any rights or obligations hereunder may be made by either party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. This Note shall be binding upon and benefit the permitted successors and permitted assigns of a party hereto.
15. Transfer of this Note. With respect to any sale or other disposition of this Note, Payee shall give written notice to Maker prior thereto, describing briefly the manner thereof, together with(i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to Maker in form and substance from counsel reasonably satisfactory to Maker to the effect that such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, Maker, as promptly as practicable, shall notify Payee that Payee may sell or otherwise dispose of this Note, all in accordance with the terms of the note delivered to Maker. If a determination has been made pursuant to this Section 15 that the opinion of counsel for Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to Maker, Maker shall so notify Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on
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transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for Maker such legend is not required in order to ensure compliance with the Securities Act. Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of Maker. Prior to presentation of this Note for registration of transfer, Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated January 12, 2022, by and among Maker and each of Payee and the other parties thereto.
16. Acknowledgment. Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. Payee understands that the acquisition of this Note involves substantial risk. Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.
[signature page follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| CSLM ACQUISITION CORP. | ||
| By: | /s/ Charles Cassel | |
| Name: | Charles T. Cassel III | |
| Title: | Chief Executive Officer | |
| Acknowledged and agreed as of the day and year first above written. | ||
| CONSILIUM ACQUISITION SPONSOR I, LLC | ||
| By: | /s/ Charles Cassel | |
| Name: | Charles T. Cassel III | |
| Title: | Manager | |
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SCHEDULE A
Subject to the terms and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and re-advances outstanding under the Note.
| Date |
Drawing | Interest Earned | Principal Balance | |||||||||
| March 9, 2023 |
90,000.00 | 4.75 | % | 90,000.00 | ||||||||
| March 10, 2023 |
210,000.00 | 4.75 | % | 300,000.00 | ||||||||
| May 11, 2023 |
90,000.00 | 4.75 | % | 390,000.00 | ||||||||
| May 12, 223 |
210,000.00 | 4.75 | % | 600,000.00 | ||||||||
| August 17,2023 |
300,000.00 | 4.75 | % | 900,000.00 | ||||||||
| October 11, 2023 |
9,000.00 | 4.75 | % | 909,000.00 | ||||||||
| October 13, 2023 |
21,000.00 | 4.75 | % | 930,000.00 | ||||||||
| November 10, 2023 |
300,000.00 | 4.75 | % | 1,230,000.00 | ||||||||
7
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