Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands-based special purpose acquisition company (SPAC). The report covers events occurring between August 26, 2025, and August 28, 2025, including the effectiveness of the Registration Statement, the closing of the IPO, and the simultaneous private placement.
Key Financial Metrics
- Gross Proceeds (IPO): $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit (including 3,000,000 Units from the full exercise of the over-allotment option).
- Private Placement Proceeds: $8,912,500 from the sale of 891,250 Private Units at $10.00 per Unit.
- Total Funds Deposited in Trust: $230,000,000 (includes $9,200,000 in deferred underwriting commissions).
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing text does not provide operating revenue, net income, or operating cash flow figures, as the company is a pre-business combination SPAC.
- Debt: No debt obligations are disclosed in this filing.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. The company now has outstanding securities including Class A ordinary shares (KOYN), Units (KOYNU), and Warrants (KOYNW). Additionally, the company has established a trust account holding $230,000,000 to fund a future business combination or shareholder redemptions.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 24 months from the closing of the IPO (August 28, 2025).
- Redemption Rights: Public shareholders may redeem their shares if the company fails to complete a business combination within the required time period or in connection with specific amendments to the Articles of Association.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a shareholder vote to amend the charter, or the redemption of 100% of public shares if the deadline is missed. Interest earned may be used to pay taxes or up to $100,000 for dissolution expenses.
- Lock-up Period: Holders of Private Units (Sponsor and underwriters) agreed not to transfer their securities until 30 days after the completion of the initial business combination.
Investor Verification Checklist
- Verify the exact closing date of the IPO (August 28, 2025) and the 24-month deadline for a business combination.
- Confirm the total amount held in the trust account ($230,000,000) and the specific terms regarding the release of deferred underwriting commissions ($9,200,000).
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption thresholds and amendment procedures.
- Check the composition of the Board of Directors and the independence status of the five newly appointed directors.
- Monitor the upcoming audited balance sheet to be filed within four business days of the IPO closing for a complete view of the company's post-IPO financial position.