Business context and reporting period
CSLM Digital Asset Acquisition Corp III, Ltd. (KOYN), a special purpose acquisition company, reported on October 6, 2026 that it had signed a business combination agreement with First Digital Group Ltd., a Gibraltar-based company, and CSLM III Holdings Ltd. The transaction is proposed; it has not closed. This 8-K reports no operating results for a quarterly or annual period.
The planned sequence is for First Digital to continue as a Cayman Islands company, KOYN to merge into PubCo, and then a PubCo subsidiary to merge into First Digital, making First Digital a wholly owned subsidiary of PubCo.
Transaction and key financial terms
- First Digital’s stated transaction valuation is $250 million, subject to adjustments under the agreement. Company shares are to be exchanged for PubCo shares using an exchange ratio based on that valuation; the filing does not provide a clear final share count or exchange ratio.
- Vincent Chok is to receive 5 million PubCo Class B ordinary shares, in addition to potential founder earn-out shares. Earn-out shares would be placed in escrow and released upon achievement of specified post-closing milestones; shares tied to unmet milestones may be forfeited.
- A PubCo equity incentive plan is to reserve shares equal to 10% of the post-closing fully diluted share count, excluding the plan reserve itself.
- KOYN public warrants are to convert into PubCo warrants exercisable for one PubCo Class A share at $11.50 per share. Company warrants held by specified warrant holders are to be replaced with PubCo warrants; the final share amounts depend on the exchange ratio and warrant terms.
- Unvested FDG Tokens are to be cancelled without consideration, although PubCo’s board may choose to grant replacement awards. Certain vested FDG Tokens may be exchanged for PubCo shares through Nemi Limited.
- The Sponsor restructuring includes forfeiture of 1,891,667 sponsor shares in exchange for a warrant, and a further 1,891,667 sponsor shares placed in escrow subject to milestones.
Financial condition and comparison
The 8-K does not provide First Digital’s or KOYN’s revenue, profit, cash flow, margins, debt, or liquidity figures, nor comparable prior-period results. It refers to financial statements and other company information in the transaction materials and forthcoming proxy statement/prospectus. The amount of KOYN trust funds available at closing is uncertain and may be affected by shareholder redemptions.
Conditions, outlook, and principal risks
- Closing requires, among other conditions, approval by both companies’ shareholders, an effective registration statement/proxy statement, completion of the redomiciliation, and Nasdaq approval of PubCo’s listing application. There is no assurance these conditions will be met.
- The agreement may be terminated in specified circumstances, including failure to close within six months of signing, subject to its terms, or failure to obtain shareholder approval.
- Risks identified include transaction delay or failure, redemptions reducing available cash, the combined company’s cash needs and ability to manage growth, business performance and competition, litigation or regulatory proceedings, and broader economic, geopolitical, pandemic, and tariff impacts.
- Specified shareholders and the Sponsor have agreed to support the transaction and vote their covered shares in favor, subject to agreement terms. Certain post-closing holders are expected to be subject to a 180-day lock-up, with potential staged releases after 120 days if stated share-price thresholds are met.
- The filing contains no quantified operating guidance or financial outlook. It describes forward-looking statements as subject to risks and disclaims an obligation to update them except as required by law.
Most important facts for investors to verify
- Review the eventual SEC proxy statement/prospectus for First Digital’s historical financial statements, business risks, transaction valuation methodology, and pro forma financial information.
- Verify the final exchange ratio, fully diluted share count, warrant and token treatment, earn-out conditions, and resulting dilution, including the equity incentive plan and sponsor arrangements.
- Assess KOYN shareholder redemptions, trust cash remaining at closing, and any additional financing or cash requirements.
- Confirm that shareholder approvals, SEC effectiveness, Nasdaq listing approval, and other closing conditions are satisfied, and check whether the transaction closes by the contractual deadline.