Fusion CX faces $6 million US purchase-price lawsuit claim

Fusion CX Limited faces a pending US$1 million US purchase-price lawsuit tied to the January 2025 acquisition of Sequential Technology International, LLC. The seller alleges that a post-closing adjustment improperly reduced its payment, while Fusion CX and Ameridial, Inc. deny the allegations and have asserted counterclaims dated December 18, 2025.

What is the $1 million US purchase-price lawsuit against Fusion CX?

Fusion CX is defending a US$1 million claim concerning the post-closing purchase-price adjustment for Sequential Technology International, LLC. Sequential Technology International Holdings LLC filed Civil Action No. 2:25-cv-16825 on October 22, 2025, in the United States District Court for the District of New Jersey against Ameridial and Fusion CX. The case concerns the Membership Interest Purchase Agreement, or MIPA, dated January 16, 2025, under which 100% of the target’s membership interests were to be transferred to the defendants.

The plaintiff alleges that the adjustment statement delivered on May 16, 2025 was prepared in bad faith and improperly reduced amounts due after closing. It says it objected on May 30, 2025, demanded payment by July 15, 2025, and did not receive the contractually due amount. The complaint asserts breach of contract, breach of the implied covenant of good faith and alter-ego liability, seeking US$1 million, interest and legal costs, and requesting a jury trial.

Fusion CX and Ameridial contest the seller’s allegations. Their answer, affirmative defences and counterclaims dated December 18, 2025 deny the claims and allege fraudulent misrepresentation, negligent misrepresentation, fraud in the inducement and breach of contract. The prospectus describes the New Jersey matter as pending, meaning that neither the US$1 million claim nor the defendants’ counterclaims had been decided.

How is Fusion CX pursuing alleged undisclosed acquisition liabilities?

Ameridial is pursuing approximately US$1.53 million from seller-side parties over liabilities it says were not disclosed in the Sequential Technology International acquisition. Ameridial filed the action on July 28, 2026 in the State Court of Gwinnett County, Georgia, against AP Capital Holdings II, LLC, Kent Mathy and Tom Miller. The suit arises from the January 16, 2025 transaction, referred to in that proceeding as a Membership Interest Purchase Agreement.

Ameridial alleges that the defendants failed to disclose liabilities and pending litigation affecting Sequential Technology International, LLC. The stated items include alleged AT&T charges, Bethlehem City tax liabilities, 401(k) contribution liabilities and the Everbridge litigation. Ameridial has brought claims for fraudulent misrepresentation, negligent misrepresentation, fraudulent inducement, breach of contract and indemnification, seeking approximately US$1.53 million plus attorneys’ fees.

The defendants removed the Georgia case to the United States District Court for the Northern District of Georgia, Atlanta Division, on September 21, 2026, citing diversity jurisdiction under 28 U.S.C. § 1332(a). A consent motion gave the defendants through October 12, 2026 to respond to the complaint. The disclosures therefore show claims in both directions from the same acquisition: the seller seeks US$1 million in New Jersey, while Ameridial seeks approximately US$1.53 million in Georgia.

Why is Sequential Technology International facing a $1 million vendor claim?

Sequential Technology International, LLC is defending a separate US$1 million contract claim from IQMETRIX USA INC. IQMETRIX filed Case No. 2:25-cv-14886 on August 25, 2025 in the United States District Court for the District of New Jersey. The claim concerns a 2022 master services agreement and a statement of work incorporated into that agreement.

IQMETRIX alleges that Sequential Technology International was required to pay invoices arising under the agreements for the January 1, 2021 to December 31, 2023 period. According to the complaint, Sequential Technology International purported to terminate the agreements on September 15, 2022 because its own client intended to end a separate contract. IQMETRIX alleges that the agreements did not allow termination on that basis and that the early termination was a material breach.

The US$1 million claim seeks interest, attorneys’ fees, costs and other relief in addition to damages. Fusion CX’s Georgia complaint identifies Everbridge litigation among the alleged undisclosed matters but does not state that the IQMETRIX case was one of the liabilities allegedly withheld from Ameridial. Both the IQMETRIX case and Ameridial’s undisclosed-liabilities case were pending in the prospectus, leaving their financial outcomes unresolved.

Which other US disputes arose from acquired businesses?

Fusion CX has also disclosed a change-in-control bonus claim by former Sequential Technology International employees. Steven Brown and others filed Case No. 25-C-05408-S5 on May 3, 2025 in the State Court of Gwinnett County, Georgia, against Fusion CX, Ameridial and Sequential Technology International. The plaintiffs seek not less than US$185,000 plus legal costs, alleging that Ameridial did not pay bonuses due on the January 16, 2025 change in control.

A separate dispute concerns Ready Call Center Ltd., or RCC, acquired by Ameridial under a stock purchase agreement and earn-out agreement dated March 19, 2024. David Carroll Long and Nubia Edminda Ramirez Moreno filed Case No. 2025CV02484 in Stark County, Ohio, on November 18, 2025, seeking judgment in excess of US$15 million, injunctive relief and other remedies. Their complaint alleges that employment terminations in February 2025 were used to avoid earn-out payments linked to RCC’s earnings before interest, taxes, depreciation and amortisation, or EBITDA, over a 24-month period.

Ameridial and RCC filed counterclaims alleging breach of fiduciary duty and fraudulent misrepresentation in the Ohio case. The court denied the plaintiffs’ motion to dismiss those counterclaims on March 27, 2026, and the parties were in discovery. The disclosed cases use different payment mechanisms: the New Jersey seller action concerns a post-closing price adjustment, the Ohio case concerns contingent earn-out payments, and the Georgia employee case concerns change-in-control bonuses.

How does Fusion CX define material litigation?

Fusion CX set its material litigation threshold at Rs 4.675 crore under a Board policy adopted by resolution dated July 17, 2026. The threshold was the lowest of three measures: 2% of turnover, or Rs 37.037 crore; 2% of net worth, or Rs 11.214 crore; and 5% of average absolute consolidated profit or loss after tax, or Rs 4.675 crore. The policy also covers smaller or unquantifiable cases if the Board considers their outcome capable of materially affecting operations, financial position, reputation or cash flows.

The prospectus states that no actions by regulatory or statutory authorities involved Fusion CX as of the filing date, and that no material regulator inspection findings required disclosure. That statement does not determine the civil cases. The US litigation remains subject to court proceedings, potential settlements and contractual claims, while the prospectus does not quantify insurance recoveries, provisions or indemnification proceeds for the US$1 million, US$1 million or approximately US$1.53 million disputes.

Conclusion

Fusion CX’s US litigation disclosures show that its acquisition activity has produced disputes over purchase-price adjustments, alleged undisclosed liabilities, employee bonuses and earn-out arrangements. The largest specified seller claim is US$1 million, while Ameridial’s opposing claim for alleged undisclosed liabilities is approximately US$1.53 million and Sequential Technology International faces a separate US$1 million contractual claim.

The next disclosed milestone is the seller-side response in Ameridial’s Georgia case following the extension through October 12, 2026. Investors can also watch the progress of the December 18, 2025 counterclaims in the New Jersey purchase-price action and discovery in the RCC earn-out case, which remained pending after the March 27, 2026 ruling.