Monitor shareholder redemptions and the Proxy/Registration Statement filing for details on post-closing capitalization. The FDUSD stablecoin's reserve attestation and regulatory compliance will be key to valuation. Watch for any amendments to the Alphanest warrant exercise period or lock-up releases that could signal insider sentiment.
Price Chart
Executive Summary
CSLM Digital Asset Acquisition Corp III (KOYN) has entered into a definitive business combination agreement to acquire First Digital Group Ltd., a Gibraltar-based stablecoin issuer (FDUSD), at a $250 million enterprise value. The transaction involves a re-domiciliation, reincorporation merger, and acquisition merger, with the combined entity to be listed as 'First Digital Holdings Ltd.' on Nasdaq. The SPAC has approximately $230.9 million in trust, and the deal is subject to shareholder approvals and regulatory conditions.
Key Financial Metrics
Key Facts
- Business combination agreement signed October 6, 2026, valuing First Digital Group at $250 million (subject to adjustment)
- Acquiror (KOYN) has approximately $230,876,657 in trust account as of the agreement date
- First Digital Group is the issuer of the FDUSD stablecoin, fully backed by U.S. Treasury bills, overnight repos, short-term deposits, and cash
- Post-closing entity to be named 'First Digital Holdings Ltd.' and list on Nasdaq under a new ticker
- Company Founder Vincent Chok to receive 5,000,000 PubCo Class B ordinary shares as Founder Transaction Bonus Shares
- Sponsor shares subject to restructuring: 1,891,667 forfeited for a warrant, 1,891,667 placed in escrow with earn-out milestones over 10 years
- Binance Warrantholder (Alphanest Holdings) receives a PubCo warrant for up to 12,051,791 preference shares-equivalent at $0.001 exercise price
- Noble Elite receives a PubCo warrant for up to 769,259 preference shares-equivalent at $0.001 exercise price
- CCM to receive 700,000 PubCo Class A ordinary shares (reduced to 500,000 if gross proceeds from certain sources ≤ $200M)
- Black Spade Advisory to receive up to 250,000-300,000 PubCo Class A ordinary shares based on resolution timing
- Acquiror Transaction Expense Cap set at $4,500,000; Company Transaction Expenses capped at $4,500,000
- Exchange Ratio defined as Company Valuation ($250M) divided by Acquiror Redemption Price, divided by total Company Shares plus 12,821,050 preference shares from warrants
- Lock-up agreements for Sponsor, Company Founder, and major holders; Alphanest warrant has a 180-day lock-up with price-based release thresholds ($12-$18)
- Transaction expected to close within 6 months of signing (by April 6, 2027), subject to shareholder and regulatory approvals
Financial Impact
First Digital Group valued at $250 million; SPAC trust holds ~$230.9 million; post-closing entity will have access to trust proceeds after redemptions, expense payments, and deferred underwriting commissions
Risk Factors
- Shareholder redemptions could significantly reduce trust proceeds available for the combined company
- Regulatory risks around stablecoin issuance (FDUSD) and compliance with evolving digital asset laws
- Dilution from multiple warrant instruments (Sponsor, Binance, Noble Elite) and earn-out shares
- Integration risk of merging a Gibraltar-based crypto company into a Cayman SPAC structure
- Nasdaq listing approval and ongoing compliance requirements
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001829126-26-010827 |
| Document: cslmacq3_ex10-6.htm | 0001829126-26-010827 |
| Document: cslmacq3_ex10-9.htm | 0001829126-26-010827 |
| Document: cslmacq3_ex10-8.htm | 0001829126-26-010827 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | DEF 14A | $10.24 | awaiting T+5 | — | $10.26 (+0.15%) |
Oct 19, 2026 7d ago | 425 | $10.24 | awaiting T+5 | — | $10.26 (+0.15%) |
Oct 7, 2026 19d ago | 425 | $10.26 $10.26 | ▼ −0.05% | ▲ +0.23% | $10.26 (−0.05%) |
Oct 6, 2026 20d ago | 425 | $10.26 $10.26 | · 0.00% | ▲ +0.98% | $10.26 (−0.05%) |
Oct 6, 2026 20d ago | 425 | $10.26 $10.26 | · 0.00% | ▲ +0.98% | $10.26 (−0.05%) |
Oct 6, 2026 20d ago | 8-K | $10.26 $10.26 | · 0.00% | ▲ +0.98% | $10.26 (−0.05%) |
Jun 24, 2026 17w ago | 425 | $10.13 $10.15 | ▲ +0.20% | ▼ −1.36% | $10.26 (+1.23%) |
US Market Status
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