Fusemachines Inc.

As filed with the Securities and Exchange Commission on October 6, 2026

Registration No. 333-[_]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FUSEMACHINES INC.

(Exact name of registrant as specified in its charter)

200 West 41st Street**,21st Floor**

New York,** New York**** 10036**

(347) 212-5075

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Sameer Maskey **

200 West 41st Street,21st Floor

New York, New York 10036

(347)** 212-5075**

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ilan Katz, Esq.

**Brian Lee, Esq.

Grant Levine, Esq.

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020-1089

(212) 768-6700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 7,549,411** Shares of Common Stock**

This prospectus relates to the offer and resale of up to 7,549,411 shares of common stock, par value $0.0001 per share (“Common Stock”), of Fusemachines Inc., a Delaware corporation (the “Company,” “we” or “us”), by the selling stockholders identified in this prospectus (collectively, the “Selling Stockholders”).

The shares of Common Stock offered by this prospectus consist of: (i) up to 1,190,476 shares of Common Stock issuable upon conversion of convertible notes (the “Notes”) issued pursuant to that certain Securities Purchase Agreement dated August 2, 2026 (the “August 2026 SPA”), which represents 200% of the maximum number of shares of Common Stock currently issuable upon conversion in full of such notes at the initial fixed conversion price of $4.20 per share to account for certain adjustments to the conversion price that may occur pursuant to the terms of such notes; (ii) up to 4,100,000 shares of Common Stock issuable upon exercise of warrants (the “August 2026 Warrants”) issued pursuant to the August 2026 SPA, which represents 200% of the maximum number of shares of Common Stock currently issuable upon exercise in full of such warrants at the initial fixed exercise price of $4.20 per share to account for certain adjustments to the exercise price that may occur pursuant to the terms of such warrants; (iii) 2,138,935 shares of Common Stock issued to certain vendors of the Company pursuant to that certain Securities Purchase Agreement dated September 10, 2026 (the “Vendor SPA” and such shares, the “Vendor Shares”); and (iv) 120,000 shares of Common Stock issued to Fulcrum New Amsterdam LLC (d/b/a Retail Volts) (“Retail Volts”) pursuant to that certain Marketing Services Agreement dated September 21, 2026 between the Company and Retail Volts (the “Retail Volts MSA” and such shares, the “Retail Volts Shares”).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the Selling Stockholders. However, we may receive proceeds from the exercise of warrants to the extent they are exercised for cash.

The Selling Stockholders may sell or otherwise dispose of the Common Stock in a number of different ways and at varying prices. See “Plan of Distribution.”

Our Common Stock and public warrants are listed on The Nasdaq Global Market under the symbols “FUSE” and “FUSEW,” respectively.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendment or supplements to this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ ], 2026.

Table of Contents

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

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