KOYN

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Key Financial Metrics

Key Facts

• Business combination agreement dated October 6, 2026, between CSLM Digital Asset Acquisition Corp III (KOYN), CSLM III Holdings (PubCo), and First Digital Group Ltd.
• Company (First Digital Group) valuation set at $250 million, subject to adjustment.
• SPAC trust account holds approximately $230,876,657 as of the agreement date.
• Acquiror has 23,891,250 Class A ordinary shares and 7,666,667 Class B ordinary shares outstanding.
• 11,945,625 Acquiror Warrants outstanding, exercisable at $11.50 per share.
• Exchange Ratio defined as Company Valuation divided by Acquiror Redemption Price, divided by total Company Shares plus 12,821,050 preference shares issuable upon exercise of Binance and Noble Elite warrants.
• Sponsor to forfeit 1,891,667 PubCo shares in exchange for a warrant for up to 1,891,667 PubCo Class A shares plus Remaining Working Capital Warrant Coverage.
• Additional 1,891,667 Sponsor PubCo shares placed in escrow subject to earn-out milestones over 10 years.
• Founder (Vincent Chok) to receive 5,000,000 PubCo Class B shares as transaction bonus and up to 20% of post-closing share count as earn-out shares.
• Binance Warrantholder (Alphanest Holdings) receives PubCo warrant for up to 12,051,791 FDG preference shares converted at Exchange Ratio.
• Noble Elite receives PubCo warrant for up to 769,259 FDG preference shares converted at Exchange Ratio.
• CCM to receive 700,000 PubCo Class A shares (reduced to 500,000 if gross proceeds from certain sources do not exceed $200 million).
• Black Spade Advisory to receive up to 250,000 PubCo Class A shares at closing, with additional contingent shares up to 550,000 based on resolution of certain proceedings.
• Post-closing board to be determined by Company, with required independent directors.
• PubCo name to change to 'First Digital Holdings Ltd.'
• Transaction subject to shareholder approvals, SEC effectiveness, Nasdaq listing, and no material adverse change.
• Agreement may be terminated if closing does not occur within 6 months.
• Acquiror Transaction Expense Cap set at $4,500,000.
• Working Capital Amount approximately $2,973,324 at time of IPO.

Financial Impact

Deal values First Digital Group at $250 million. SPAC trust has ~$230.9 million, which after redemptions and expenses will fund the combined entity. No revenue or earnings figures disclosed for the target.

Risk Factors

• SPAC shareholder redemptions could significantly reduce trust proceeds available to the combined company.
• Regulatory risks related to stablecoin issuance (FDUSD) and compliance with evolving digital asset regulations.
• Integration and execution risks for a digital asset company going public via de-SPAC.
• Dilution from warrants (Binance, Noble Elite, Sponsor) and earn-out shares could pressure common stock.
• Lock-up agreements and beneficial ownership limitations restrict near-term liquidity for major holders.
• Completion of re-domiciliation from Gibraltar to Cayman Islands is a condition precedent and subject to third-party approvals.

Investment Themes

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

US Market Status