CSLM Digital Asset Acquisition Corp III: enters business combination agreement

What happened

• The filing says CSLM Digital Asset Acquisition Corp III (KOYN or Acquiror) entered into a business combination agreement with First Digital Group Ltd. (First Digital or Company) on Oct 6, 2026.
• The agreement contemplates the Company re-domiciling from Gibraltar to the Cayman Islands, a Reincorporation Merger of Acquiror into a newly formed PubCo, and an Acquisition Merger in which PubCo will become the public parent and First Digital will become a wholly owned subsidiary.

Key details

• The Business Combination Agreement uses a Company Valuation of $250,000,000 to determine the exchange ratio for Company shares.
• At the Reincorporation Merger effective time, Acquiror securities will convert into PubCo securities: Acquiror Class A Ordinary Shares into PubCo Class A Ordinary Shares and Acquiror Warrants will convert into PubCo Warrants exercisable at $11.50 per share.
• At the Acquisition Merger effective time, PubCo will issue 5,000,000 PubCo Class B Ordinary Shares to Mr. Vincent Chok; Company Exchanging Shares held by Mr. Chok and by other holders will convert into PubCo Class B or Class A Ordinary Shares, respectively, based on the exchange ratio.
• Outstanding vested FDG Tokens will convert into the number of PubCo Class A Ordinary Shares that a Company Preference Share would have received, to be delivered by Nemi Limited; unvested FDG Tokens will be cancelled unless PubCo re-grants awards at its discretion.
• Closing is subject to conditions including shareholder approvals, completion of the re-domiciliation and continuation, effectiveness of the proxy/registration statement, and PubCo’s initial Nasdaq listing application.

Why it may matter

• The filing reports an item under Item 1.01: entry into a material definitive agreement. It describes the terms of the Business Combination Agreement, the planned mergers and re-domiciliation, share and warrant conversions, founder and sponsor arrangements, and closing conditions and termination rights.
• The filing also references related agreements including shareholder support agreements, a sponsor support agreement, registration rights, lock-up agreements, and forms of warrants and joinder agreements.
• The filing does not show why the insider traded or why the company acted.