Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Fusemachines Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
36118R103 (CUSIP Number) |
12/23/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 36118R103 |
| 1 | Names of Reporting Persons
CONSILIUM FRONTIER EQUITY FUND LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,092,476.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
17.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Consists of 4,504,241 shares of Common Stock, $0.0001 par value per share (the "Common Stock") held by CONSILIUM FRONTIER EQUITY FUND LP, a Delaware partnership. Jonathan Binder and Charles Cassel are the managing members of CONSILIUM FRONTIER EQUITY FUND LP, and have voting and investment power over the Common Stock held by CONSILIUM FRONTIER EQUITY FUND LP. (2) Based on 29,908,235 shares of Common Stock comprised of 28,350,031 shares of Common Stock of the issuer deemed to be outstanding on October 22, 2025, the closing of the issuer's business combination, plus 588,235 shares of Common Stock issued in a private placement that closed on December 23, 2025.
SCHEDULE 13G
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| CUSIP No. | 36118R103 |
| 1 | Names of Reporting Persons
Jonathan Binder | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,656,888.00 | ||||||||
| 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)
18.91 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of (a) 564,412 shares of Common Stock issued to Mr. Binder in connection with the consummation of the issuer's business combination, and (b) 4,504,241 shares of Common Stock, $0.0001 par value per share (the "Common Stock") held by CONSILIUM FRONTIER EQUITY FUND LP, a Delaware partnership. Jonathan Binder and Charles Cassel are the managing members of CONSILIUM FRONTIER EQUITY FUND LP, and have voting and investment power over the Common Stock held by CONSILIUM FRONTIER EQUITY FUND LP. (2) Based on 29,908,235 shares of Common Stock comprised of 28,350,031 shares of Common Stock of the issuer deemed to be outstanding on October 22, 2025, the closing of the issuer's business combination, plus 588,235 shares of Common Stock issued in a private placement that closed on December 23, 2025.
SCHEDULE 13G
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| CUSIP No. | 36118R103 |
| 1 | Names of Reporting Persons
Charles Cassel | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,656,889.00 | ||||||||
| 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)
18.91 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of (a) 564,413 shares of Common Stock issued to Mr. Binder in connection with the consummation of the issuer's business combination, and (b) 4,504,241 shares of Common Stock, $0.0001 par value per share (the "Common Stock") held by CONSILIUM FRONTIER EQUITY FUND LP, a Delaware partnership. Jonathan Binder and Charles Cassel are the managing members of CONSILIUM FRONTIER EQUITY FUND LP, and have voting and investment power over the Common Stock held by CONSILIUM FRONTIER EQUITY FUND LP. (2) Based on 29,908,235 shares of Common Stock comprised of 28,350,031 shares of Common Stock of the issuer deemed to be outstanding on October 22, 2025, the closing of the issuer's business combination, plus 588,235 shares of Common Stock issued in a private placement that closed on December 23, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Fusemachines Inc. | |
| (b) | Address of issuer's principal executive offices:
251 West 30th Street, 5th Floor New York. New York 10001 | |
| Item 2. | ||
| (a) | Name of person filing:
CONSILIUM FRONTIER EQUITY FUND LP Jonathan Binder Charles Cassel | |
| (b) | Address or principal business office or, if none, residence:
c/o Fuseachines Inc. 251 West 30th Street, 5th Floor New York. New York 10001 | |
| (c) | Citizenship:
CONSILIUM FRONTIER EQUITY FUND LP - Delaware Jonathan Binder - USA Charles Cassel - USA | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
36118R103 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
CONSILIUM FRONTIER EQUITY FUND LP- 5,092,476 Jonathan Binder - 5,656,888* Charles Cassel - 5,656,889* *Consists of 5,092,476 shares of Common Stock held by CONSILIUM FRONTIER EQUITY FUND LP, a Delaware limited partnership. Jonathan Binder Charles Cassel are the managing members of CONSILIUM FRONTIER EQUITY FUND LP, and have voting and investment power over the Common Stock held by CONSILIUM FRONTIER EQUITY FUND LP. | |
| (b) | Percent of class:
CONSILIUM FRONTIER EQUITY FUND LP - 17.03 % Jonathan Binder - 18.91 % Charles Cassel - 18.91 % The foregoing percentages are based on 29,908,235 shares of Common Stock comprised of 28,350,031 shares of Common Stock outstanding as of October 22, 2025, the closing of the business combination, plus 588,235 shares of Common Stock issued in a private placement that closed on December 23, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
CONSILIUM FRONTIER EQUITY FUND LP- 5,092,476 Jonathan Binder - 5,656,888 Charles Cassel - 5,656,889 | ||
| (ii) Shared power to vote or to direct the vote:
CONSILIUM FRONTIER EQUITY FUND LP - 0 Jonathan Binder - 0 Charles Cassel - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
CONSILIUM FRONTIER EQUITY FUND LP - 5,092,476 Jonathan Binder - 5,656,888 Charles Cassel 5,656,889 | ||
| (iv) Shared power to dispose or to direct the disposition of:
CONSILIUM FRONTIER EQUITY FUND LP - 0 Jonathan Binder - 0 Charles Cassel - 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit Information
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Exhibit 1 Joint Filing Agreement |