Fusemachines Inc美股招股说明书(2026-03-30版)

Secondary Offering ofUp to 26,548,715 Shares of Common Stock Fusemachines Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 9, 2026 (the“Prospectus”), related to (i) the issuance by us of up to 9,487,500 shares of common stock, par value $0.0001 per share (“Common Stock”) ofFusemachines Inc., a Delaware corporation (the “Company”, “we”, “us”, or “Fusemachines”), to be issued upon the exercise of 9,487,500 publicwarrants, each of which entitle their holders to purchase shares of Common Stock at an exercise price of $11.50 per share and (ii) the resale fromtime to time by the selling stockholders named in this prospectus or their permitted transferees (the “Selling Stockholders”) of up to 26,548,715shares of Common Stock, including 6,201,531 shares of Common Stock issuable upon the exercise of private placement warrants. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be readin conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, youshould rely on the information in this prospectus supplement. The Common Stock and public warrants are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “FUSE” and “FUSEW”,respectively. On March 26, 2026, the last reported sales price of Common Stock was $1.22 per share and the last reported sales price of our PublicWarrants was $0.075 per warrant. We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements.Investing in our Common Stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 8 of the Prospectusand in any applicable prospectus supplement to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is March 30, 2026 (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROM TO Commission File Number 001-42909 FUSEMACHINES INC. (Exact name of Registrant as specified in its Charter) Registrant’s telephone number, including area code: (347) 212-5075 Securities registered pursuant to Section 12(b) of the Act: Common stock, $0.0001 par value per shareWarrants, each exercisable for one share of CommonStock Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting