KOYN to Acquire First Digital Group in $250 Million SPAC Merger

Key numbers

Deal value	$250M
Share of market cap	77.3%

Key highlights

• Definitive business combination agreement values First Digital Group at $250 million pre-money
• First Digital reported approximately $87 million in revenue for the fiscal year ended June 30, 2025
• FDUSD stablecoin reached over $4.7 trillion in cumulative trading volume as of mid-2026
• Transaction involves a re-domiciliation of the target company from Gibraltar to the Cayman Islands
• Post-merger entity is expected to trade on the Nasdaq Stock Market following an H1 2027 close

What Is the Deal?

CSLM Digital Asset Acquisition Corp III (KOYN), a special purpose acquisition company, has reached a definitive agreement to merge with First Digital Group Ltd. The transaction assigns First Digital a pre-money equity valuation of $250 million. The merger is structured as a multi-step reincorporation process where KOYN will merge into a new Cayman Islands holding company, which will subsequently acquire First Digital. The deal is slated for completion in the first half of 2027, subject to the customary regulatory approvals and a vote by KOYN shareholders. Upon closing, the new entity will seek to list its shares on the Nasdaq Stock Market.

Deal Structure & Terms

• First Digital shareholders will receive equity in a newly formed Cayman Islands holding company as the primary consideration
• KOYN Class A and Class B ordinary shares will be converted into Class A ordinary shares of the new public entity
• Existing KOYN warrants will be automatically converted into warrants for the listed company at an exercise price of $11.50 per share
• The target company must complete a re-domiciliation from Gibraltar to the Cayman Islands prior to the final merger
• The transaction is contingent upon meeting a minimum cash condition and receiving approval from both NASDAQ and relevant regulators

Business Overview

First Digital Group is the architect of the FDUSD stablecoin, a USD-referenced digital asset launched in 2023. By June 30, 2026, the token had facilitated more than $4.7 trillion in cumulative trading volume, supported significantly by its integration with major digital asset exchanges like Binance. FDUSD is backed by cash and short-dated US Treasury instruments held in segregated accounts with licensed custodians. Beyond its stablecoin operations, First Digital has launched Finance District, a blockchain ecosystem focused on the agentic economy. This ecosystem currently supports AI-driven financial tools including an agent wallet and a decentralized AI assistant.

Financial Context & Industry Landscape

First Digital generated $87 million in revenue for the fiscal year ended June 30, 2025, demonstrating significant scale within the digital asset infrastructure sector. The merger provides First Digital with a path to public capital markets to fund the continued development of its AI-integrated financial ecosystem. For KOYN, the deal serves as its initial business combination following its 2025 IPO. The SPAC has until August 28, 2027, to finalize a transaction. This deal arrives as the stablecoin industry faces increasing calls for transparency, with First Digital utilizing monthly attestations to verify its reserve backing to satisfy institutional partners and regulators.

Up 0.1% since our story on 7 Oct: $10.25 when we broke it → $10.26 at the close on 13 Oct. Daily closing prices. Source: Yahoo Finance.

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CSLM Digital Asset Acquisition Corp III, Ltd · financial snapshot

Share price	$10.25
Market cap	$323M
1-month price change	+0.10%
Sector	Financial ServicesShell Companies

Reference market data from a third-party provider, as of the story. Not a valuation or a recommendation.