[8-K] CSLM Digital Asset Acquisition Corp III, Ltd Reports Material Event

Rhea-AI Filing Summary

CSLM Digital Asset Acquisition Corp III, Ltd., a special purpose acquisition company, disclosed that on December 2, 2025 it and First Digital Group Ltd., a stablecoin and digital asset infrastructure provider, entered into a non-binding letter of intent for a potential business combination.

The parties emphasized that there is no assurance a definitive agreement will be reached or that any transaction will be completed. Any deal would require completion of due diligence, negotiation and approval of a definitive agreement, board and equity holder approvals, regulatory clearances, and other customary closing conditions. If a definitive agreement is signed, a registration statement on Form F-4 with a proxy statement/prospectus would be filed with the SEC for CSLM shareholders.

Insights

SPAC and capital markets analyst

CSLM and First Digital signed a non-binding LOI, with significant deal uncertainty.

CSLM Digital Asset Acquisition Corp III, Ltd. reported that on December 2, 2025 it entered into a non-binding letter of intent with First Digital Group Ltd. for a potential business combination. First Digital is described as a leading stablecoin and digital asset infrastructure provider, positioning this as a crypto-focused SPAC transaction.

The LOI is expressly non-binding, and the text stresses that there can be no assurances a definitive agreement will be negotiated or that any transaction will close on the contemplated terms, timeframe, or at all. Closing is conditioned on due diligence, negotiation and execution of definitive agreements, board and equity holder approvals, regulatory approvals, and other customary conditions, so actual outcomes depend on many future steps.

If a definitive agreement is executed, the structure is expected to involve a registration statement on Form F-4 with a proxy statement/prospectus for CSLM shareholders. Future filings around any Form F-4 effectiveness, shareholder vote, and exchange listing status for the combined company would clarify whether this preliminary step progresses into a completed business combination.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 2, 2025

Date of Report (Date of earliest event reported)

CSLM DIGITAL ASSET ACQUISITION CORP III, LTD

(Exact Name of Registrant as Specified in its Charter)

000-00000

Cayman Islands		N/A00-0000000
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL		33308
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 315-9381

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant		KOYNU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		KOYN		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		KOYNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On December 2, 2025, CSLM Digital Asset Acquisition Corp III, Ltd, a special purpose acquisition company (the “Company”), and First Digital Group Ltd., a leading stablecoin and digital asset infrastructure provider (“First Digital”), issued a joint press release announcing that they have entered into a non-binding letter of intent for a potential business combination. A copy of the press release is attached as Exhibit 99.1 and a First Digital overview presentation is attached as Exhibit 99.2 hereto and incorporated by reference herein.

No assurances can be made that the Company and First Digital will successfully negotiate and enter into a definitive agreement, or that the proposed business combination will be consummated on the terms or timeframe currently contemplated, or at all. No assurances can be provided as to the entry into or timing of any definitive agreement or the consummation of any transaction. Any transaction would be subject to the completion of due diligence, the negotiation of a definitive agreement providing for the proposed business combination, satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory approvals, and other customary conditions.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Additional Information and Where to Find It

If a definitive agreement is entered into in connection with the proposed business combination, the Company or a newly formed holding company will prepare a registration statement on Form F-4, which will include a preliminary proxy statement of the Company containing information about the proposed business combination and the respective businesses of the Company and First Digital, as well as the prospectus relating to a potential newly formed holding company’s securities to be issued to in connection with the completion of the proposed business combination., to be filed with the U.S. Securities and Exchange Commission (“SEC”). In an instance where a definitive agreement is executed and after the registration statement is declared effective, the proxy statement/prospectus will be mailed to the Company’s shareholders. The Company urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons can also read the Company’s reports filed with the SEC for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. The proxy statement/prospectus, once available, and the Company’s reports can be obtained, without charge, at the SEC’s website (http://www.sec.gov).

Participants in the Solicitation

The Company or a newly formed holding company, First Digital and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Company’s reports filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning the interests of First Digital and the Company’s participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available.

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Forward-Looking Statements:

This Current Report on Form 8-K and the exhibit hereto include “forward-looking statements” with respect to the Company and First Digital. All information in this press release concerning First Digital has been provided solely by First Digital and has not been independently verified by KOYN, which makes no representation or warranty as to the accuracy or completeness of such information and assumes no obligation to update the information in this press release, except as required by law. The expectations, estimates, and projections of the businesses of First Digital and the Company may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of First Digital and the Company and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent definitive agreements with respect to the proposed business combination, and the possibility that the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set forth in the letter of intent; (2) the outcome of any legal proceeding that is ongoing or may be instituted against the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the shareholders of First Digital and the Company or other conditions to closing; (4) the inability to obtain or maintain the listing of the post-acquisition company’s securities on the Nasdaq Stock Market LLC, the New York Stock Exchange, or another national securities exchange following the proposed business combination; (5) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; and (9) other risks and uncertainties included in documents filed or to be filed with the SEC by First Digital and the Company. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. First Digital and the Company do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by First Digital’s or the Company’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of First Digital’s or the Company’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that First Digital or the Company will, or are likely to, generate going forward.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This Current Report on Form 8-K and the exhibit hereto shall also not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated December 2, 2025.
99.2		Investor Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated December 2, 2025

	CSLM DIGITAL ASSET ACQUISITION CORP III, LTD
	By:	/s/ Vikas Mittal
	Name:	Vikas Mittal
	Title:	Chief Financial Officer

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