CSLM signs First Digital merger at $250M valuation
The expected first-half 2027 closing depends on shareholder and regulatory approvals, an effective Form F-4 and Nasdaq listing approval.
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Rhea-AI Filing Summary
CSLM Digital Asset Acquisition Corp III, Ltd (KOYN) signed a definitive business combination agreement with First Digital Group Ltd., valuing First Digital at $250 million on a pre-money equity basis. First Digital would continue into the Cayman Islands, KOYN would merge into a new holding company, and the holding company’s subsidiary would then merge into First Digital, which would become its wholly owned subsidiary. Closing is expected in the first half of 2027, subject to shareholder and regulatory approvals, an effective Form F-4 registration statement, Nasdaq listing approval and other conditions; the agreement has no minimum cash condition.
The holding company’s Class A shares would carry one vote each, while First Digital Founder and CEO Vincent Chok would receive Class B shares carrying ten votes each. His milestone-based earn-out shares would be placed in escrow and forfeited if applicable milestones are not met.
As of June 30, 2026, First Digital said FDUSD had recorded more than $4 trillion in cumulative trading volume. Its reserves are backed by cash and cash equivalents, including short-dated U.S. Treasury bills, and receive independent monthly attestations. Finance District does not yet contribute material revenue.
Filing Explained
If completed, the agreement provides for potential share issuance through an incentive-plan reserve and sponsor warrants; the separate convertible note is not committed.
The business-combination agreement remains uncompleted and subject to shareholder approvals and other closing conditions; if completed, it calls for a board-approved equity plan with a maximum reserve equal to
At acquisition closing, the sponsor is to forfeit 1,891,667 PubCo shares in exchange for a warrant to purchase 1,891,667 Class A shares plus shares equal to remaining working-capital warrant coverage; another 1,891,667 sponsor shares would be escrowed for milestones and canceled if unmet.
The accompanying release reports a non-binding term sheet for a
8-K Event Classification
Key Figures
Key Terms
pre-money equity basis financial
Re-domiciliation and Continuation technical
non-binding term sheet financial
Registration Rights Agreement regulatory
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On October 6, 2026, CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company (“KOYN” or “Acquiror”) entered into a business combination agreement (the “Business Combination Agreement”) with First Digital Group Ltd., a Gibraltar private company (the “Company” or “First Digital”), CSLM III Holdings Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of KOYN (“PubCo”). Acquiror will establish a Cayman Islands exempted company limited by shares (“Merger Sub”), as a direct wholly-owned subsidiary of KOYN, for the purpose of effectuating the transactions contemplated by the Business Combination Agreement. Capitalized terms used in this Current Report on Form 8-K (this “Report”) but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, among other things, (i) the Company will re-domicile from Gibraltar to the Cayman Islands and transfer by way of continuation as an exempted company limited by shares in the Cayman Islands (the “Re-domiciliation and Continuation”); (ii) following the Re-domiciliation and Continuation, Acquiror will merge with and into PubCo (the “Reincorporation Merger”), with PubCo being the surviving entity and Merger Sub becoming a wholly-owned subsidiary of PubCo; and (iii) following the Reincorporation Merger, Merger Sub will merge with and into the Company (the “Acquisition Merger” and, together with the Reincorporation Merger, the “Mergers”) with the Company being the surviving entity and becoming a wholly-owned subsidiary of PubCo.
Reincorporation Merger
In connection with the Reincorporation Merger, at the Reincorporation Effective Time:
| ● | each issued and outstanding Acquiror Unit immediately prior to the Reincorporation Merger Effective Time will be separated automatically into its constituent securities (i.e., one Acquiror Class A Ordinary Share and one-half of an Acquiror Warrant); | |
| ● | each issued and outstanding Acquiror Class B Ordinary Share immediately prior to the Reincorporation Merger Effective Time will be automatically cancelled and cease to exist in exchange for one newly issued PubCo Class A Ordinary Share; | |
| ● | each issued and outstanding Acquiror Class A Ordinary Share immediately prior to the Reincorporation Merger Effective Time (including the Acquiror Class A Ordinary Share from the separation of the Acquiror Units) will be automatically cancelled and cease to exist in exchange for one newly issued PubCo Class A Ordinary Share; and | |
| ● | each issued and outstanding Acquiror Warrant immediately prior to the Reincorporation Merger Effective Time (including the Acquiror Warrants from the separation of the Acquiror Units) will cease to be a warrant with respect to Acquiror Class A Ordinary Shares and be converted automatically into a PubCo Warrant to purchase one PubCo Class A Ordinary Share at $11.50 per share. |
Acquisition Merger and Merger Consideration
At least one Business Day following the Reincorporation Merger and the Re-domiciliation and Continuation (subject to the completion of the Reincorporation Merger and the Re-domiciliation and Continuation having occurred) but in any event within three Business Days after the Reincorporation Merger Effective Time, subject to the terms and conditions set forth in the Business Combination Agreement, the Acquisition Merger shall take place.
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In connection with the Acquisition Merger, at the Acquisition Merger Effective Time:
| ● | each Company Exchanging Share that is held by Mr. Vincent Chok shall automatically be cancelled and cease to exist in exchange for such number of newly issued PubCo Class B Ordinary Shares that is equal to the Exchange Ratio, as applicable, as determined in accordance with the Business Combination Agreement, based on a total Company Valuation of $250 million, subject to adjustment provided in the Business Combination Agreement. |
| ● | each Company Exchanging Share that is held by any person other than Mr. Vincent Chok shall automatically be cancelled and cease to exist in exchange for such number of newly issued PubCo Class A Ordinary Shares that is equal to the Exchange Ratio, as applicable, as determined in accordance with the Business Combination Agreement, based on a total Company Valuation of $250 million, subject to adjustment provided in the Business Combination Agreement. |
| ● | each FDG Token (a token that confers the holder thereof an option exercisable into a Company Preference Share) that is outstanding and vested and not converted into Company Preference Shares prior to the Acquisition Merger Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive from Nemi Limited (“Nemi”) the number of PubCo Class A Ordinary Shares that any one Company Preference Share was exchanged for at the Acquisition Merger Effective Time, to be transferred by Nemi to the holder of such FDG Token. |
| ● | each FDG Token that is not vested prior to the Acquisition Merger Effective Time shall automatically be cancelled and cease to exist without any conversion thereof or payment or other consideration therefor, provided that the board of directors of PubCo, in its sole discretion, may decide to re-grant options or other equity awards under the PubCo Equity Incentive Plan to the holders of such unvested FDG Tokens after the Acquisition Merger Effective Time. |
| ● | the warrants issued by the Company on or around the date of the Business Combination Agreement (the “Binance Company Warrant”) to Alphanest Holdings Ltd (the “Binance Warrantholder”), a company organized and existing under the laws of the United Arab Emirates, shall automatically be terminated and expire in exchange for the warrants issued by PubCo to the Binance Warrantholder (the “Binance PubCo Warrant”) that entitles the Binance Warrantholder to subscribe for a number of PubCo Class A Ordinary Shares equal to the number of the unsubscribed FDG Warrant Shares (as defined in the Binance PubCo Warrant) multiplied by the Exchange Ratio. A form of Binance PubCo Warrant is filed with this Report as Exhibit 10.8 and is incorporated herein by reference. The foregoing description of the form of Binance PubCo Warrant does not purport to be complete and is qualified in its entirety by the terms and conditions of the Binance PubCo Warrant. |
| ● | the warrants issued by the Company on or around the date of the Business Combination Agreement (the “Noble Elite Company Warrant”) to Noble Elite Ltd (the “Noble Elite”), a company organized and existing under the laws of the Cayman Islands, shall automatically be terminated and expire in exchange for the warrants issued by PubCo to Noble Elite (the “Noble Elite PubCo Warrant”) that entitles Noble Elite to subscribe for a number of PubCo Class A Ordinary Shares equal to the number of the unsubscribed FDG Warrant Shares (as defined in the Noble Elite PubCo Warrant) multiplied by the Exchange Ratio. A form of Noble Elite PubCo Warrant is filed with this Report as Exhibit 10.9 and is incorporated herein by reference. The foregoing description of the form of Noble Elite PubCo Warrant does not purport to be complete and is qualified in its entirety by the terms and conditions of the Noble Elite PubCo Warrant. |
| ● | the PubCo shall issue 5,000,000 PubCo Class B Ordinary Shares to Mr. Vincent Chok. |
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Representation and Warranties
Under the Business Combination Agreement, the Company and KOYN made representations and warranties to each other, including without limitation as to the organization, subsidiaries, due authorization, no conflict, governmental authorities and consents, capitalization, financial statements and internal controls, undisclosed liabilities, litigation and proceedings, legal compliance, contracts and no defaults, taxes, absence of changes, proxy/registration statement, investment company, and brokers’ fees; in the case of the Company, as to its benefit plans, labor relations and employees, insurance, licenses, equipment and other tangible property, real property, intellectual property, privacy and cybersecurity, stablecoins, environmental matters, anti-corruption compliance, anti-money laundering, sanctions and international trade compliance, and in the case of KOYN, as to its SEC filings, trust account, business activities, and Nasdaq listing.
Covenants and Agreements of the Parties
The Business Combination Agreement also contains joint covenants of the parties regarding their conduct during the period between the signing of the Business Combination Agreement and the earlier of the closing of the Business Combination or the termination of the Business Combination Agreement, including covenants regarding, among other things, regulatory approvals and filings, preparation of proxy statement/registration statement, shareholder approvals, support of transaction, tax matters, cooperation and consultation, indemnification and insurance, public announcements, adoption of PubCo Equity Incentive Plan, post-merger closing directors and officers of PubCo.
The Business Combination Agreement also includes certain covenants (i) provided by the Company, in connection with, among other things, the conduct of business, inspection, alternative proposals, exchange listing, notice of development, no trading, shareholder litigation, and shareholder proxies, and (ii) provided by KOYN, in connection with, among other things, the trust account proceeds and related available equity, the conduct of business, inspection, Nasdaq listing, no solicitation, public filings, notice of developments and shareholder litigation.
Prior to the Acquiror Shareholders’ Meeting, the Acquiror Board shall also (i) approve and adopt an equity incentive plan in form and substance reasonably satisfactory to the Company and the Acquiror (the “PubCo Equity Incentive Plan”), under which the maximum number of PubCo Ordinary Shares to be reserved for issuance shall be equal to ten percent (10%) of the Post-Closing Fully Diluted Share Count (excluding the number of shares to be reserved under the PubCo Equity Incentive Plan); and (ii) shall approve an agreement by and between PubCo and Mr. Vincent Chok in form and substance reasonably satisfactory to the Company and the Acquiror, providing for the equity grant and vesting conditions, including the key performance indicators as set forth in Schedule 1 (Earn-out Summary) to the Business Combination Agreement (the “Founder Earn-Out Agreement”). The Acquiror Board shall recommend to the shareholders of the Acquiror to approve the PubCo Equity Incentive Plan and Founder Earn-Out Agreement at the Acquiror Shareholders’ Meeting.
At the Acquisition Merger Effective Time, PubCo shall issue the Founder Earn-Out Shares, being PubCo Class B Ordinary Shares issuable to Mr. Vincent Chok pursuant to Schedule 1 (Earn-out Summary) to the Business Combination Agreement and the Founder Earn-Out Agreement assuming the achievement of all milestones, and directly deposit them into escrow (the “Founder Escrow Shares”). The Founder Escrow Shares shall be released upon the achievement of post-closing milestones as set forth in Schedule 1 (Earn-Out Summary) to the Business Combination Agreement, with any shares for which the applicable milestone is not achieved within the applicable period being forfeited and cancelled.
Conditions to Consummation of the Business Combination
Consummation of the Mergers is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Business Combination Agreement and the Mergers by KOYN’s and the Company’s respective shareholders.
Other conditions to each party’s obligations include, among other things: (i) the completion of the Re-domiciliation and Continuation; (ii) the effectiveness of the proxy/registration statement; (iii) the approval of PubCo’s initial listing application with Nasdaq in connection with the Mergers; and (iv) no governmental authority having enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect and which has the effect of making the closing of the Business Combination illegal or which otherwise prevents or prohibits consummation of the closing of the Business Combination.
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Other conditions to KOYN’s obligations include, among other things: (i) the Company Fundamental Representations (as defined in the Business Combination Agreement) and certain other Company’s representations and warranties (in each case disregarding any qualifications or exceptions contained therein relating to materiality, “material” or “Company Material Adverse Effect” or any similar qualification or exception) being true and correct in all respects at and as of the Reincorporation Merger Closing Date as if made at and as of the Reincorporation Merger Closing Date, and at and as of the Acquisition Merger Closing Date as if made at the and as of the Acquisition Merger Closing Date; (ii) each of the covenants of the Company and the Acquisition Entities to be performed as of or prior to the Acquisition Merger Closing having been performed in all material respects; (iii) the Company having delivered to KOYN a certificate signed by an authorized director or officer of each of the Company and the Acquisition Entities certifying that certain conditions specified in the Business Combination Agreement have been fulfilled; (iv) there has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (v) there has not been any Legal Proceeding pending or threatened in writing against the Company that has a Company Material Adverse Effect; and (vi) PubCo shall have received all Transaction Documents to which the Company is a party duly executed and delivered by the Company, including without limitation the Sponsor Warrant.
Other conditions to the obligations of the Company, include, among other things: (i) the Acquiror Fundamental Representations (as defined in the Business Combination Agreement) (in each case disregarding any qualifications or exceptions contained therein relating to materiality, “material” or “Acquiror Material Adverse Effect” or any similar qualification or exception) being true and correct in all respects at and as of the Reincorporation Merger Closing Date as if made at and as of the Reincorporation Merger Closing Date, and at and as of the Acquisition Merger Closing Date as if made at the and as of the Acquisition Merger Closing Date, (ii) each of the covenants of Acquiror and the Acquisition Entities to be performed as of or prior to the Acquisition Merger Closing have been performed in all material respects, and (iii) PubCo and Acquisition Entities having delivered to the Company a certificate signed by an authorized director or officer of PubCo certifying that certain conditions specified in the Business Combination Agreement have been fulfilled.
Termination
The Business Combination Agreement may be terminated by mutual written consent of the Company and KOYN and under certain circumstances, including, among other things: (i) by written notice from either the Company or KOYN to the other if any governmental authority has enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect and which has the effect of making the Acquisition Merger Closing or Reincorporation Merger Closing illegal or which otherwise prevents or prohibits consummation of either of the Mergers, other than any such restraint that is immaterial; (ii) by written notice to KOYN from the Company if the Acquiror Shareholder Approval (as defined in the Business Combination Agreement) has not been obtained by reason of the failure to obtain the required vote at the Acquiror Shareholders’ Meeting; (iii) by written notice to the Company from KOYN if there is any breach of any representation, warranty, covenant or agreement on the part of the Company set forth in the Business Combination Agreement, except that, if such breach is curable by the Company through the exercise of its reasonable best efforts within a certain period; (iv) by written notice from either the Company or KOYN to the other if the Acquisition Merger Closing has not occurred on or before the date that is six (6) months from the date of the Business Combination Agreement; (v) by written notice to the Company from KOYN if the Company Shareholder Approval (as defined in the Business Combination Agreement) has not been obtained by reason of the failure to obtain the required vote at the Company Shareholders’ Meeting; or (vi) by written notice to KOYN from the Company if there is any breach of any representation, warranty, covenant or agreement on the part of KOYN set forth in the Business Combination Agreement, except that, if such breach is curable by KOYN through the exercise of its reasonable best efforts within a certain period.
In the event of the termination of the Business Combination Agreement, the Business Combination Agreement will forthwith become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors or shareholders, other than any liability of the Company, PubCo, KOYN, Merger Sub, as the case may be, for any willful and material breach of the Business Combination Agreement occurring prior to the termination.
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Governing Law and Dispute Resolution
The Business Combination Agreement, and all claims or causes of action based upon, arising out of, or related to it or the transactions contemplated thereby, is governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
A copy of the Business Combination Agreement is filed with this Report as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Business Combination Agreement.
Related Agreements
This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties are urged to read such Related Agreements in their entirety.
Company Shareholders Support Agreements
In connection with the execution of the Business Combination Agreement, on October 6, 2026, the Company, KOYN, and certain shareholders of the Company (the “Requisite Shareholders”), entered into Company Shareholders Support Agreements (the “Company Shareholders Support Agreements”), pursuant to which the Requisite Shareholders agreed to, among other things, (i) subject to certain permitted transfers provided therein, not to transfer any Subject Shares (as defined in the Company Shareholders Support Agreement) until the Expiration Time (as defined in the Company Shareholders Support Agreement), (ii) to vote all the Subject Shares in favor of proposals in connection with the Business Combination, and (iii) to vote all the Subject Shares against the proposals in connection with other alternative business combinations other than the Business Combination with KOYN.
Copies of the Company Shareholders Support Agreements are filed with this Report as Exhibit 10.1 and 10.2 respectively, and are incorporated herein by reference. The foregoing description of the Company Shareholders Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of the Company Shareholders Support Agreement.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, on October 6, 2026, the Company, KOYN, and CSLM Acquisition Sponsor II, Ltd, a Cayman Islands exempted company (the “Sponsor”), entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) subject to certain permitted transfers provided therein, not to transfer any Subject Shares (as defined in the Sponsor Support Agreement) until the Expiration Time (as defined in the Sponsor Support Agreement), (ii) to vote all the Subject Shares in favor of proposals in connection with the Business Combination, and (iii) to vote all the Subject Shares against the proposals in connection with other alternative business combinations other than the Business Combination with the Company.
A copy of the Sponsor Support Agreement is filed with this Report as Exhibit 10.3 and is incorporated herein by reference. The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement.
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Form of Registration Rights Agreement
In connection with the execution of the Business Combination Agreement, prior to the Reincorporation Merger Effective Tine, PubCo and certain other parties thereto will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which PubCo will grant certain registration rights with respect to PubCo’s securities held by such other parties following the closing of the Business Combination.
A form of the Registration Rights Agreement is filed with this Report as Exhibit 10.4 and is incorporated herein by reference. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement.
Form of Lock-Up Agreements
Prior to the Acquisition Merger Effective Time, PubCo is expected to enter into lock-up agreements (the “Lock-up Agreements”) with its directors, officers, and certain other shareholders who will hold more than 5% of the issued and outstanding shares of PubCo Ordinary Shares upon the Acquisition Merger Effective Time. Pursuant to the Lock-Up Agreements, such parties will, subject to certain customary exceptions, agree not to sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any PubCo Ordinary Shares, or any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any PubCo Ordinary Shares (including any PubCo Ordinary Shares issuable upon the exercise of any such securities) (collectively, the “Subject Securities”) held by them immediately after the Acquisition Merger Effective Time until the earlier to occur of: (A) 180 days after Acquisition Merger Effective Time, or (B) the date on which PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares or other equity securities of PubCo for cash, securities or other property. Notwithstanding the foregoing, after at least 120 days after the Acquisition Merger Effective Time, (a) 25% of the Subject Securities shall be released from the foregoing restrictions upon the date when the closing trading price of the PubCo Class A Ordinary Shares equals or exceeds $12.00 for 20 consecutive trading days, (b) up to 50% of the Subject Securities (including any Subject Securities that have already been released prior to such date) shall be released from the foregoing restrictions upon the date when the closing trading price of the PubCo Class A Ordinary Shares equals or exceeds $14.00 for 20 consecutive trading days, (c) up to 75% of the Subject Securities (including any Subject Securities that have already been released prior to such date) shall be released from the foregoing restrictions upon the date when the closing trading price of the PubCo Class A Ordinary Shares equals or exceeds $16.00 for 20 consecutive trading days, and (d) all Subject Securities (including any Subject Securities that have already been released prior to such date) shall be released from the foregoing restrictions upon the date when the closing trading price of the PubCo Class A Ordinary Shares equals or exceeds $18.00 for 20 consecutive trading days.
A form of the Lock-Up Agreements is filed with this Report as Exhibit 10.5 and is incorporated herein by reference. The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement.
Form of Sponsor Share Restructuring Agreement and Sponsor Warrant
Immediately prior to the Acquisition Merger Effective Time, the Sponsor and PubCo will enter into a sponsor share restructuring agreement (the “Sponsor Share Restructuring Agreement”), providing that: (a) 1,891,667 Sponsor PubCo Shares (or a quarter of Sponsor PubCo Shares that Founder Shares will be exchanged for at the Reincorporation Effective Time) shall be forfeited at the Acquisition Merger Effective Time in exchange for a warrant to purchase (i) 1,891,667 PubCo Class A Ordinary Shares plus (ii) PubCo Class A Ordinary Shares in an amount equal to the Remaining Working Capital Warrant Coverage, substantially in the form of Sponsor Warrant (the “Sponsor Warrant”). The PubCo Class A Ordinary Shares issuable upon exercise of the Sponsor Warrant shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be registered for resale along with the other securities contemplated by the Registration Rights Agreement in accordance with the terms thereof; and (b) 1,891,667 Sponsor PubCo Shares shall be deposited into escrow at the Acquisition Merger Effective Time and released upon the achievement of post-closing milestones as set forth in Schedule 1 (Earn-Out Summary) to the Business Combination Agreement, with any shares for which the applicable milestone is not achieved within the applicable period being forfeited and cancelled.
Forms of the Sponsor Warrant are filed with this Report as Exhibit 10.6 respectively, and are incorporated herein by reference. The foregoing description of the Sponsor Share Restructuring Agreement and the Sponsor Warrant do not purport to be complete and are qualified in their entirety by the terms and conditions of the Sponsor Share Restructuring Agreement and the Sponsor Warrant.
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Form of Joinder Agreement
As promptly as practicable following the date of the Business Combination Agreement and in any event prior to the initial filing of the Registration Statement with the SEC, Acquiror shall cause Merger Sub to be formed in the Cayman Islands solely for the purpose of engaging in the transactions contemplated by the Business Combination Agreement. When it is formed, the Merger Sub shall be wholly-owned by Acquiror. Following the formation of Merger Sub, the Acquiror shall cause Merger Sub to execute and deliver to the parties to Business Combination Agreement a joinder agreement (the “Joinder Agreement”), pursuant to which, among other things, Merger Sub shall become a party to the Business Combination Agreement as of the date of the Business Combination Agreement.
A form of Joinder Agreement is filed with this Report as Exhibit 10.7 and is incorporated herein by reference. The foregoing description of form of Joinder Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Joinder Agreement.
Item 7.01 Regulation FD Disclosure.
On October 6, 2026, KOYN and the Company issued a joint press release announcing the execution of the Business Combination Agreement and the proposed Business Combination, a copy of which is furnished as Exhibit 99.1 to this Report and incorporated into this Item 7.01 by reference.
Furnished as Exhibit 99.2 to this Report and incorporated by reference into this Item 7.01 is an investor presentation (the “Investor Presentation”), that the Company and KOYN have prepared for use in connection with the Business Combination.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 7.01 and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended. This Report should not be deemed an admission as to the materiality of any information contained in the press release or the investor presentation. KOYN and the Company do not undertake any obligation to update the press release or the investor presentation.
Additional Information and Where to Find It
The proposed transactions will be submitted to shareholders of the Company for their consideration and approval. The Company, the PubCo, and KOYN intend to jointly file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) which will include a preliminary proxy statement in connection with the KOYN’s solicitation for proxies for the vote by the KOYN’s shareholders in connection with the proposed Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities to be issued in connection with the proposed Business Combination. After the Registration Statement is filed and declared effective, KOYN will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination. KOYN’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with the KOYN’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the proposed Business Combination, because these documents will contain important information about KOYN, the Company and the proposed transactions. Shareholders may also obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with the SEC by the Company, the PubCo and KOYN, without charge, at the SEC’s website located at www.sec.gov or by directing a request to the Company.
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Participants in the Solicitation
KOYN, the Company, PubCo and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from KOYN’s shareholders in connection with the proposed transactions contemplated by the Business Combination Agreement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the KOYN’s shareholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus to be filed with the SEC in connection with the Mergers. You can find more information about KOYN’s directors and executive officers in the KOYN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 19, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Forward-Looking Statements
Certain statements made in this Report are forward-looking statements. When used in this Report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the KOYN’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of the Company and KOYN to consummate the Mergers within the time provided in the KOYN’s amended and restated memorandum and articles of association; performance of the Company’s business; the risk that the approval of the shareholders of the KOYN for the Mergers is not obtained; failure to realize the anticipated benefits of the Mergers, including as a result of a delay in consummating the Mergers; the level of redemptions made by the KOYN’s shareholders and its impact on the amount of funds available in the KOYN’s trust account to complete the Mergers; risks relating to the combined company’s sources of cash and cash resources; risks relating to the combined company’s ability to manage future growth; the effects of competition on the combined company’s future business; the outcome of any potential litigation, government and regulatory proceedings, any investigations and inquiries involving the parties to the transactions; the impact of pandemics, global conflicts, the global economic status or tariffs on the Company’s or the combined company’s business; and those factors discussed in the KOYN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 19, 2026, and other documents of the Company, the PubCo, and KOYN filed, or to be filed, with the SEC. PubCo, the Company or KOYN expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
8
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 2.1* | Business Combination Agreement dated October 6, 2026. | |
| 10.1* | Company Shareholders Support Agreement dated October 6, 2026 by and between First Digital and Nemi Limited. | |
| 10.2* | Company Shareholders Support Agreement dated October 6, 2026 by and among First Digital, Vincent Chok, and Noble Elite Ltd. | |
| 10.3* | Sponsor Support Agreement dated October 6, 2026. | |
| 10.4 | Form of Registration Rights Agreement | |
| 10.5 | Form of Lock-up Agreement. | |
| 10.6 | Form of Sponsor Warrant | |
| 10.7 | Form of Joinder agreement | |
| 10.8* | Form of Binance PubCo Warrant | |
| 10.9* | Form of Noble Elite PubCo Warrant | |
| 99.1 | Press Release dated October 6, 2026. | |
| 99.2 | Investor Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
9
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.
| CSLM DIGITAL ASSET ACQUISITION CORP III, LTD | ||
| Date: October 6, 2026 | By: | /s/ Vikas Mittal |
| Name: | Vikas Mittal | |
| Title: | Chief Financial Officer | |
10
Exhibit 99.1
First
Digital Signs Definitive Agreement to Become a Publicly Listed Company to
Build the Infrastructure for the Agentic Economy
First Digital, the group behind FDUSD, which has recorded more than $4 trillion in cumulative trading volume, has entered into a definitive business combination agreement with CSLM Digital Asset Acquisition Corp III valuing First Digital at $250 million on a pre-money equity basis; on closing, the post-combined company is expected to become a Nasdaq-listed company
Transaction Highlights
| ● | First Digital is the group behind FDUSD, a USD-referenced stablecoin launched in 2023 that has recorded more than $4.7 trillion in cumulative trading volume (as of June 30, 2026) and a historical peak circulation of more than $4.4 billion (reached in April 2024) |
| ● | Every FDUSD is backed by cash and cash equivalents, including short-dated US Treasury bills and reverse repurchase agreements, held with a licensed custodian in segregated client accounts, with monthly attestations by an independent accounting firm |
| ● | First Digital generated approximately $87 million in revenue in the fiscal year ended June 30, 2025 |
| ● | Finance District, an on-chain ecosystem for the agentic economy developed by First Digital, is live with four products: District Pass, Agent Wallet, Prism and an AI assistant |
| ● | The Proposed Transaction values First Digital at $250 million on a pre-money equity basis; on closing, the post-combined company is expected to become a Nasdaq-listed company |
| ● | Closing is expected in the first half of 2027, subject to shareholder and regulatory approvals and customary closing conditions |
HONG KONG SAR and NEW YORK, October 6, 2026 /PRNewswire/ — First Digital Group Limited (together with its subsidiaries, “First Digital”) has signed a definitive business combination agreement (the “BCA”) with CSLM Digital Asset Acquisition Corp III, Ltd. (Nasdaq: KOYN) (“KOYN”). First Digital is the group behind the FDUSD stablecoin and the developer of Finance District. KOYN is a special purpose acquisition company, or SPAC, listed on Nasdaq.
Upon the closing of the transactions contemplated by the BCA (the “Proposed Transaction”), First Digital would become a wholly owned subsidiary of a new holding company formed in the Cayman Islands (the “Listed Company”). The Listed Company’s shares are expected to trade on The Nasdaq Stock Market LLC (“Nasdaq”). The closing of the Proposed Transaction is subject to regulatory approval, approval by the shareholders of KOYN and First Digital, and the satisfaction of certain other customary closing conditions.
First Digital is pursuing a listing for three reasons. A listing would give it access to public capital markets to fund the continued build-out of Finance District. It would also bring the transparency and reporting obligations of a listed company. First Digital expects those to matter to the institutions, partners and regulators it works with. And it would let public-market investors take part in what First Digital is building.
FDUSD
First Digital launched FDUSD in 2023. Its early adoption came through Binance, one of the world’s largest digital-asset exchanges, which listed FDUSD trading pairs and integrated it across a range of trading and product offerings; Binance remains the largest centralised secondary market for FDUSD. FDUSD reached $1 billion in market capitalisation within four months of launch. As of June 30, 2026, FDUSD had recorded more than $4 trillion in cumulative trading volume, a single-day trading-volume high of approximately $25 billion and a peak circulation of more than $4.4 billion (reached in April 2024) and traded in more than 100 pairs across 16 exchanges on six blockchain networks, including Ethereum, BNB Smart Chain, Solana, Sui Arbitrum and TON.
FDUSD is issued by a First Digital group company. Every FDUSD in circulation is backed by reserves of cash and cash equivalents, including short-dated US Treasury bills, held for the issuer by First Digital Trust Limited (“FDT”), a Hong Kong-licensed trust or company service provider and a First Digital group company, as custodian, in segregated accounts. Reserves are subject to independent monthly attestations. FDUSD does not pay interest or yield.
First Digital is extending the range of venues and applications in which FDUSD is used for settlement on two fronts: across centralised exchanges, decentralised exchanges and DeFi platforms; and within Finance District, the ecosystem developed by First Digital, in which FDUSD is the primary settlement asset.
South Korea, one of the world’s most active digital-asset markets, is a strategic priority for First Digital as the country develops its digital-asset and stablecoin framework. First Digital has signed memoranda of understanding with a subsidiary of the ITCEN Group, a KOSDAQ-listed Korean IT and digital-asset group, and with Wavebridge Inc., a virtual asset service provider registered with the Korea Financial Intelligence Unit (KoFIU), to explore distribution and settlement infrastructure for FDUSD in Korea and to share First Digital’s stablecoin issuance experience with Korean institutions. First Digital does not intend to issue a won-referenced stablecoin itself. Vincent Chok, First Digital’s Founder and Chief Executive Officer, has participated in industry and policy discussions on stablecoins in Korea, including at the National Assembly in May 2026. First Digital plans to open a branch office in Korea in the first quarter of 2027, subject to business, regulatory and operational considerations.
Finance District and the Agentic Economy
Finance District (fd.xyz) is an ecosystem for the agentic economy developed by First Digital: financial infrastructure for people and for the AI agents acting on their behalf. Four products are live today. District Pass is the single identity credential used across the ecosystem. Agent Wallet is a multi-chain wallet that AI agents operate through the Model Context Protocol (MCP), with a graphical interface for the people they act for. Prism is tooling that allows merchants and e-commerce platforms to accept digital-asset payments, including stablecoins, from their customers and from AI agents purchasing on their behalf. An AI assistant helps users transact and manage their activity across the platform.
Third-party projections indicate the scale of the opportunity: Edgar, Dunn & Company projects global agentic consumer-to-business spend of $136 billion in 2025, growing to $1.7 trillion by 2030, and Standard Chartered forecasts global stablecoin supply of approximately $2 trillion by 2028. The agentic economy is at an early stage, and Finance District does not yet contribute material revenue to First Digital; it is being built to provide the infrastructure that this economy will require.
Finance District is designed to be governed by holders of FDFI, a governance token with a fixed supply of two billion tokens. Supporters of the ecosystem include Moca Services Limited (Animoca Brands) and Wintermute Trading Ltd (Wintermute) FDFI is a governance token and does not represent any equity, ownership or other interest in First Digital or FDUSD.
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Founder-Led Since 2019
Vincent Chok founded First Digital in 2019 as a trust and custody services business. In 2022 the group incorporated First Digital Group Limited in Gibraltar as its holding company, and in 2023 it launched FDUSD. First Digital today has more than 75 employees across multiple jurisdictions, and its senior team combines experience in digital assets, regulatory compliance, financial operations and technology infrastructure. First Digital currently holds a Trust or Company Service Provider (TCSP) licence in Hong Kong and two Money Services Business (MSB) registrations in Canada. It has a licence application pending with the Abu Dhabi Global Market (ADGM) for the issuance of fiat-referenced tokens, and intends to seek authorisations in Europe, the United Arab Emirates, Southeast Asia, Latin America and the United States
Today’s announcement is the next step: a definitive business combination agreement to take the company public to build the infrastructure for the agentic economy.
Management Commentary
Vincent Chok, Founder and Chief Executive Officer of First Digital, said: “First Digital was built by taking one thing at a time and getting it right. We launched FDUSD in 2023, and it has become one of the most actively traded stablecoins on centralised exchanges, fully backed by reserves that are attested every month. The next thing is Finance District: which we believe provides the infrastructure that people and their AI agents will need as commerce becomes agentic. We are at the beginning of that industry. A Nasdaq listing would give us access to public capital markets, the transparency of a listed company, and shareholders who can participate in building it with us.”
Vik Mittal, Chairman & Chief Executive Officer of KOYN, said: “We are honored to partner with a visionary of Vincent’s standing. Custody, integrity, and trust, these foundational principles define First Digital’s approach. Programmable money collapses the world’s payment networks into one global dollar network. We’re finally rewriting the world’s financial rails from scratch. The emergence of agentic payments represents a paradigm shift, and First Digital is uniquely positioned to lead this transformation with FDUSD as the native settlement asset within Finance District.”
Black Spade Advisory, strategic advisor to First Digital, added: “We are supportive of innovative developments in the digital asset sector and note the potential significance of the proposed business combination. This transaction could help advance the market presence of stablecoin-related infrastructure. We believe stablecoins can play an important role in future cross-border settlement and money flows. We are pleased to support Vincent and the First Digital team, who have positioned themselves at the forefront of this rapidly evolving sector.”
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Transaction Overview
Under the terms of the BCA, (1) First Digital will redomicile from Gibraltar to the Cayman Islands by way of continuation as an exempted company limited by shares; (2) KOYN will merge with and into the Listed Company, a newly formed Cayman Islands exempted company, with the Listed Company as the surviving entity; and (3) a wholly-owned subsidiary of the Listed Company (“Merger Sub”) will merge with and into First Digital, with First Digital as the surviving entity and a wholly-owned subsidiary of the Listed Company.
Upon the closing of the Proposed Transaction, shareholders of KOYN and First Digital will exchange their existing equity interests in KOYN and First Digital, respectively, for the securities of the Listed Company. Such shareholders of KOYN and First Digital will receive Class A ordinary shares of the Listed Company, carrying one vote per share, except that Mr. Chok will receive Class B ordinary shares of the Listed Company, carrying ten votes per share.
The Proposed Transaction values First Digital at $250 million on a pre-money equity basis and contains no minimum cash condition.
First Digital has entered into a non-binding term sheet with Millennial Trading Limited for a $25 million convertible note bearing a 0% coupon, with a $12.00 conversion price; there can be no assurance that definitive agreements will be entered into or that the note will be issued on these terms or at all. First Digital’s existing investors include Kenetic (through Chainer Consultants Limited) and Nogle (through Nogle Limited).
The Proposed Transaction has been approved by the boards of directors of First Digital and KOYN. Closing is expected in the first half of 2027, subject to, among other things, the approval by the shareholders of First Digital and KOYN, regulatory approvals, the registration statement on Form F-4 to be filed by the Listed Company being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), approval of the Listed Company’s listing application by Nasdaq, and the satisfaction or waiver of the other conditions in the BCA. No assurance can be given that the Proposed Transaction will be completed on the terms or timeframe currently contemplated, or at all.
Information about the Proposed Transaction, including a copy of the BCA and the investor presentation, will be provided in one or more Current Reports on Form 8-K to be filed by KOYN with the SEC.
Advisors
Cohen & Company Capital Markets is serving as exclusive capital markets and M&A advisor to First Digital. DLA Piper LLP (US) and DLA Piper UK LLP are serving as legal counsel to First Digital. Loeb & Loeb LLP is serving as legal counsel to KOYN. Black Spade Advisory is serving as strategic advisor to First Digital.
About First Digital
First Digital provides trust and custody services through First Digital Trust Limited, a Hong Kong-licensed trust or company service provider, and issues FDUSD, a USD-referenced stablecoin. It is also the developer of Finance District (fd.xyz), an ecosystem for the agentic economy. Founded in 2019, First Digital holds licences and registrations in Hong Kong and Canada and has more than 75 employees.
For additional information about First Digital, please visit https://1stdigital.com, https://www.firstdigitallabs.com and https://fd.xyz.
Separately, First Digital had filed a writ of summons on April 3, 2025, in the High Court of the Hong Kong Special Administrative Region Court of First Instance initiating a defamation action against Sun Yuchen (a/k/a Justin Sun) in response to his public allegations. Additional information and publicly available filings regarding this matter can be found at: https://1stdigital.com/ir-and-disclosures
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About CSLM Digital Asset Acquisition Corp III, Ltd. (KOYN)
KOYN is a publicly traded special purpose acquisition company focused on high-growth, frontier-technology sectors including digital assets, regulated financial infrastructure, and next-generation fintech. KOYN is led by an experienced SPAC team with a track record of sourcing, executing, and stewarding complex public-market transactions. KOYN’s Class A Ordinary Shares trade on the Nasdaq under the ticker symbol “KOYN”.
Investor & Media Contacts
For First Digital: Samantha Yap | YAP Global | samantha@yapglobal.com
For KOYN: info@koynspac.com
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws. All information in this press release concerning First Digital has been provided solely by First Digital and has not been independently verified by KOYN or any of its directors, officers, employees, advisors, or affiliates, none of whom make any representation or warranty, express or implied, or accept any responsibility or liability, as to the truth, accuracy, completeness, or reasonableness of such information or any other information contained herein. This press release is provided solely for informational purposes, should not be relied upon for any investment, voting, or other transactional decision, and any such reliance is at the reader’s sole risk.
The expectations, estimates, and projections of the businesses of First Digital and KOYN 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 (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements also include, without limitation, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of the Listed Company, First Digital’s ability to scale and grow its business, the size and growth of the agentic economy and the stablecoin market, the development and adoption of Finance District and its products, the intended governance of Finance District by FDFI holders, the anticipated transition toward decentralized governance, First Digital’s plans in Korea and other jurisdictions and its pending and intended licence applications, the proposed convertible note with Millennial Trading, the purposes and expected benefits of the listing, the advantages and expected growth of the Listed Company, the Listed Company’s ability to source and retain talent, the cash position of the Listed Company following closing of the Proposed Transaction, KOYN’s and First Digital’s ability to consummate the Proposed Transaction, and expectations related to the terms and timing of the Proposed Transaction. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of KOYN’s and First Digital’s management and are not predictions of actual performance.
Page 5
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Although each of First Digital and KOYN believes that it has a reasonable basis for each forward-looking statement contained in this press release, each of First Digital and KOYN cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. Most of these factors are outside of the control of First Digital and KOYN 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 BCA; (2) the outcome of any legal proceedings that may be instituted against First Digital, KOYN, or others following the announcement of the Proposed Transaction; (3) the inability to complete the Proposed Transaction, including due to failure to obtain approval of the shareholders of First Digital and KOYN, certain regulatory approvals, or other conditions to closing; (4) the inability to obtain or maintain the listing of the Listed Company’s securities on Nasdaq or another national securities exchange following the Proposed Transaction; (5) the risk that the Proposed Transaction disrupts current plans and operations as a result of the announcement and consummation of the Proposed Transaction; (6) the ability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, the ability of the Listed Company to grow and manage growth profitably and retain its key employees; (7) costs related to the Proposed Transaction; (8) changes in applicable laws or regulations, including those governing stablecoins and digital assets; and (9) other risks and uncertainties included in documents filed or to be filed with the SEC by KOYN or the Listed Company. The foregoing list of factors is not exclusive. In addition, there will be risks and uncertainties described in the proxy statement/prospectus included in the registration statement on Form F-4 relating to the Proposed Transaction, which is expected to be filed by the Listed Company with the SEC, and in other documents filed by the Listed Company, First Digital and/or KOYN from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither First Digital nor KOYN can assure you that the forward-looking statements in this press release will prove to be accurate.
In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Subsequent events and developments may cause those views to change. First Digital and KOYN 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 KOYN’s management teams is not a guarantee of future performance.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Proposed Transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
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Additional Information and Where to Find It
In connection with the Proposed Transaction, the Listed Company will prepare a registration statement on Form F-4, which will include a proxy statement/prospectus containing information about the Proposed Transaction and the respective businesses of KOYN and First Digital, as well as the prospectus relating to the shares to be issued to First Digital’s and KOYN’s shareholders in connection with the completion of the Proposed Transaction, to be filed with the SEC. After the registration statement is declared effective, the proxy statement/prospectus will be mailed to KOYN’s shareholders. KOYN 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 Transaction. Such persons can also read KOYN’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 KOYN’s reports can be obtained, without charge, at the SEC’s website (http://www.sec.gov).
Participants in the Solicitation
KOYN, the Listed 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 KOYN’s shareholders in connection with the Proposed Transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of KOYN’s directors and officers in KOYN’s reports filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to KOYN’s shareholders in connection with the Proposed Transaction will be set forth in the proxy statement/prospectus for the Proposed Transaction when available. Information concerning the interests of First Digital’s and KOYN’s participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus relating to the Proposed Transaction when it becomes available.
Non-GAAP Financial Measures
This press release may contain certain non-GAAP financial measures and key metrics relating to First Digital’s projected future performance. These non-GAAP measures are preliminary and subject to risks and uncertainties. A reconciliation of these non-GAAP financial measures to the corresponding GAAP measures on a forward-looking basis is not available because the various reconciling items are difficult to predict and subject to constant change. Any variation between First Digital’s actual results and the projected financial information included herein may be material.
Use of Data
The industry data contained herein is derived from various internal and external sources that First Digital and KOYN believe to be reliable. Although First Digital and KOYN are not aware of any misstatements regarding the external data presented herein, their estimates involve risks and uncertainties and are subject to change based on various factors, including those described under “Forward-Looking Statements” above. Any data on past performance or modeling contained herein is not an indication as to future performance, and each of First Digital and KOYN disclaims any obligation, except as required by law, to update or revise the information in this press release, whether as a result of new information, future events or otherwise.
###
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Exhibit 99.2
FIRST DIGITAL GROUP — INVESTOR PRESENTATION Building infrastructure for the agentic economy . A regulated trust - and - custody fintech — issuer of FDUSD — building technology infrastructure for AI agents. // settlement.stream ● FDUSD · AGENTIC agent_7f3aa1 → merchant_store_90 $0.0042 ✓ api.x402_gw → agent_c4d2e $0.19 ✓ agent_b21e8 → vault_curated_03 $12.40 ✓ prism_api → agent_88c1f $4.10 ✓ agent_9de70 → api.mcp_tool $0.0007 ✓ agent_0xf1a → merchant_5b1c $0.031 ✓ illustrative · agent - to - agent transfers on the FDUSD rail · sub - second finality PROPOSED BUSINESS COMBINATION CSLM Digital Asset Acquisition Corp III DATE October 2026 PRIVATE & CONFIDENTIAL Not an offer to sell or solicit securities. See disclaimer.
This presentation (this “Presentation”) is provided solely for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity or debt, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. The information contained herein does not purport to be all - inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. First Digital assumes no obligation to update the information in this Presentation, except as required by law. Furthermore, any and all trademarks and trade names referred to in this Presentation are the property of their respective owners. No Representation or Warranties All information provided is based upon conditions and assumptions as of the dates reflected herein and no representations or warranties of any kind, express or implied, are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will Either First Digital Group Ltd. (“First Digital”) or CSLM Digital Asset Acquisition Corp III, Ltd. (“KOYN”) or any of its respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and sources including reports by market research firms and company filings. This Presentation is based on the economic, regulatory, market and other conditions as of the date hereof. It should be understood that subsequent developments may affect the information contained in this Presentation, which neither First Digital, KOYN, nor any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents is under an obligation to update, revise or affirm. First Digital has not independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. The data is subject to change. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of First Digital. Viewers of this Presentation should each make their own evaluation of First Digital and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but First Digital will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Forward Looking Statements This presentation contains forward - looking statements made pursuant United States federal securities law, including, but not limited to, statements regarding First Digital's expected future operating results; financial performance and potential revenues, market cap, and exchange volume, business strategy, various addressable markets, anticipated trends, growth, and developments in markets in which it operates, the market adoption of its technology and products, the capabilities, performance, and advancement of its technology, products and services, its pro forma information and its future product development and roadmap. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of First Digital's management and are not predictions of actual performance. Forward - looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,” “potential,” “project,” “pro forma,” “seem,” “seek,” “future,” “outlook,” “model,” “target,” “goal,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward - looking statements will contain these identifying words. All forward - looking statements are based on current assumptions, expectations and beliefs, and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward - looking statements. These forward - looking statements should not be relied upon as representing First Digital's assessments as of any date subsequent to the date of this Presentation. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Except as required by law, First Digital does not undertake any obligation and does not intend to publicly update or revise any forward - looking statement, whether as a result of new information, future developments or otherwise. Use of Projections This Presentation contains projected financial information with respect to First Digital. Such projected financial information constitutes forward - looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Forward - Looking Statements” above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Financial Information; Non - IFRS Financial Measures Certain financial information and data contained in this Presentation is unaudited and does not conform to Regulation S - X. Accordingly, such information and data may be presented differently or materially differ from First Digital's audited financial information. In particular, all First Digital projected financial information included herein is preliminary and subject to risks and uncertainties. Any variation between First Digital's actual results and the projected financial information included herein may be material. This presentation also contains non - IFRS financial measures and key metrics relating to First Digital's projected future performance. A reconciliation of these non - IFRS financial measures to the corresponding IFRS measures on a forward - looking basis is not available because the various reconciling items are difficult to predict and subject to constant change. Information Regarding KOYN All information in this presentation concerning First Digital and its affiliates has been provided solely by First Digital and has not been independently verified by KOYN or any of its directors, officers, employees, advisors, or affiliates, none of whom make any representation or warranty, express or implied, or accept any responsibility or liability, as to the truth, accuracy, completeness, or reasonableness of such information or any other information contained herein. This presentation is provided solely for informational purposes, should not be relied upon for any investment, voting, or other transactional decision, and any such reliance is at the reader's sole risk. Disclaimer
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Risk Factors Prospective investors should carefully consider the risks described below, along with the other information contained in this Pr esentation, before making an investment decision. The risks and uncertainties described below are not exhaustive and not the only ones that First Digital faces. Additional risks and uncerta int ies that are not presently known to First Digital or that it currently deems immaterial may also impair their business operations. If any of these risks actually occur, First Digital's business, f ina ncial condition, results of operations, and prospects could be materially and adversely affected. In such cases, the trading price of the securities could decline, and investors could lose al l or part of their investment. This list of risk factors is not exhaustive, and new risk factors may emerge from time to time. Investors should conduct thei r o wn due diligence and consult with their financial and legal advisors before making any investment decision. A more expansive description of the risk factors will be included in the Form F - 4 registr ation statement to be filed with the SEC by First Digital, and in subsequent filings with the SEC, and such risk factors will be more extensive than, and may differ significant from, the abov e s ummary. • The development and expansion of the digital asset market are subject to numerous complex and interrelated factors that are i nhe rently difficult to predict or assess. If the digital asset market does not grow as expected, F irst Digital’s business, operating results and financial condition could be adversely affected. • Stablecoins may face periods of uncertainty, loss of trust, or systemic shocks resulting in the potential for rapid redemptio n r equests or runs. Extreme scenarios, such as market shocks that affect the value of FDUSD reserves or simultaneous requests to redeem all or substantially all FDUSD in circulation, or concerns rel ate d to FDUSD reserves, may lead to redemption delays and FDUSD reserves being insufficient to meet all redemption requests. • As a relatively new innovation, stablecoins are particularly susceptible to operational challenges and risks, including due t o s urges in demand. • Any significant disruption in First Digital or F irst Digital’s third - party service providers’ or partners’ technology, information technology systems, or the blockchain networks it supports, including risks arising from multi - chain and crosschain operations, could result in a loss of customers or funds and adversely impact its busine ss, results of operations, financial condition, and prospects. • First Digital is subject to an extensive and highly evolving regulatory landscape. The regulatory environment to which it is sub ject gives rise to various licensing requirements, significant compliance costs and other restrictions, and noncompliance could result in a range of penalties, including fines, compliance costs, oper ati onal restrictions, reputational damage, and loss of licenses. • First Digital is subject to complex and evolving laws, regulations, and industry requirements related to data privacy, data p rot ection, and information security across different markets where it conducts its business. Such laws, regulations, and industry requirements are constantly evolving and changing. • First Digital’s inability to maintain existing relationships with financial institutions and other key partners or to enter i nto new such relationships could impact First Digital’s ability to offer services. • If First Digital is unable to maintain existing distribution and partnership arrangements or enter into additional distributi on or partnership arrangements on less favorable financial terms, FDUSD in circulation and our financial results may be adversely affected. • Cyberattacks and security breaches of First Digital’s systems, or those impacting our customers or third - party suppliers and ven dors, could adversely impact its business, results of operations, financial condition, and prospects. • First Digital is and may continue to be subject to litigation, including individual and class action lawsuits, as well as reg ula tory audits, disputes, inquiries, investigations, and enforcement actions by regulators and governmental authorities. Disputes with customers, business partners, or any other third parties could h arm First Digital’s reputation, increase costs, and negatively impact our business, operating results and financial condition. • Unfavorable media coverage could negatively affect First Digital’s business. • First Digital’s intellectual property rights are valuable. Any inability to protect and enforce such intellectual property ri ght s could adversely impact First Digital’s business, results of operations, financial condition, and prospects. First Digital may be sued by third parties for alleged infringement of their proprietary rig hts. • First Digital is dependent on certain key personnel and may be unable to attract and retain qualified and skilled employees. • First Digital’s officers, directors, employees, and large shareholders, as well as their affiliates may be subject to legal, regulatory, admi nis trative proceedings, litigation, lawsuits, investigations and enforcement or disciplinary actions by regulators and governmental authorities.
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01 / 06 — WHO IS FIRST DIGITAL 01 Built on trust. Building the agentic economy. A regulated trust company, climbing the stack. 01 Who is First Digital 02 The Opportunity 03 Industry Trends & Drivers 04 Finance District Ecosystem 05 Why Us 06 Corporate · Financials · Transaction
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01 — WHO IS FIRST DIGITAL From Regulated Trust to the Agentic Economy A compliance - first fintech built on a regulated Hong Kong trust foundation — now issuer of a leading Asia - centric stablecoin and infrastructure provider for the agentic economy. // TURNOVER By capital turnover, 2024 (1) // VOLUME #1 >$4tn Trading volume (as of June 2026) (2) // ATH_MCAP $4.4bn FDUSD all - time - high market cap (3) // REVENUE_25 $87mm FY2025 revenue (audited) // LICENSES 4 3 licenses and registrations obtained, with 1 additional application pending (4) THE CLIMB ASCENDING THE STACK lvl.01 Regulated trust & custody the historic foundation lvl.02 FDUSD a professional - grade stablecoin Finance District / Prism (1) Turnover defined as 24h Volume / Market Capitalization (among major stablecoins); Source - CoinMarketCap , as of 2024. (2) Cumulative spot trading volume across all exchanges tracked by CoinMarketCap , 26 July 2023 to 30 June 2026 (4) Includes a Trust or Company Service Provider (TCSP) licence in Hong Kong, two Money Services Business (MSB) registrations in Canada and one licence application pending with the Abu Dhabi Global Market (ADGM) for the issuance of fiat - referenced tokens (FRT). (3) CoinMarketCap , ATH Market Capitalization of $4.42bn as of 26 th April 2024.
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01 — WHO IS FIRST DIGITAL Four Business Lines, One Ecosystem From regulated custody to agentic commerce. mod.01 Custody First Digital Trust Limited — a regulated Hong Kong trust company. Multi - asset trust, custody & escrow, safekeeping and fiduciary services. Revenue recognized through service fee and transaction fee income. mod.02 FDUSD Asia - centric, fully - backed USD stablecoin issued by First Digital Labs; built for professional market participants and distributed via leading industry partners. Reserve revenue recognized. mod.03 Stablecoin Infrastructure Stablecoin issuance infrastructure, including the platform behind FDUSD, available to partners and enterprises. Targeted new revenue stream – no revenue recognized to date. mod.04 Finance District & Prism The incubated project carrying First Digital into the agentic economy. FDFI is the Finance District ecosystem token. Targeted new revenue stream – no revenue recognized to date. ONE ECOSYSTEM · VALUE FLOWS → First Digital Labs is the brand under which FD121 (BVI) Limited, a First Digital group company, issues FDUSD.
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06 — CORPORATE · FINANCIALS · TRANSACTION Guided by a Strong Management Team Trust, custody, payments and engineering — building from a regulated foundation into the agentic economy. Vincent Chok CEO CEO of First Digital since inception; UBO of Legacy Trust. Led the company from traditional trust & custody into stablecoins. Gunnar Jaerv COO Responsible for operations and product development; building efficient operational infrastructure across the group. Michael Titus LEGAL COUNSEL Principal of Titus Solicitors; specialized in corporate, commercial and intellectual - property law. Janno Jaerv CTO Responsible for First Digital's tech stack; 20+ years across technology and engineering roles. Previously at Foxway. Aleck Lee CFO Leads the Finance team; previously Asia CFO of LIFCO, and earlier with PwC and Deloitte. Headshots and prior affiliations as provided by management. Roger Lee COMMERCIAL & PARTNERSHIPS Business development and institutional partnerships ; 12+ years in venture and digital assets. Cherry Chok HEAD OF PEOPLE OPERATIONS Responsible for HR and people operations across all regions. Zoe Hubbard DEPUTY COO Group initiatives and day - to - day operations; 20+ years in regulated finance. Chloe Low COMPLIANCE LEAD Previously VP at RHB Investment Bank; earlier at Citigroup Transaction Services. Timothy Shin SENIOR ADVISOR, APAC Leads APAC market involvement; California - licensed attorney based in Seoul.
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// FOOTPRINT AT A GLANCE › 75 employees across the group (October 2026). › Offices in Hong Kong, Malaysia and the UK. › Hong Kong and Malaysia are 97% of headcount. › IT, Finance and Legal & Compliance lead by function. › 6 in executive management; 69 non - executive. // HEADCOUNT BREAKDOWN As OF OCTOBER 2026 site.01 London UK entity 3% of headcount site.02 · HQ Hong Kong Group headquarters 50% of headcount Largest office site.03 Kuala Lumpur Malaysia entity 47% of headcount 2nd - largest office 06 — CORPORATE · FINANCIALS · TRANSACTION Global Footprint Three offices across Asia and Europe.
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02 / 06 — THE OPPORTUNITY 02 The next platform shift needs money that moves like software . By 2030, $1.7 trillion in commerce will run through AI agents. — Edgar, Dunn & Co. 01 Who is First Digital 02 The Opportunity 03 Industry Trends & Drivers 04 Finance District Ecosystem 05 Why Us 06 Corporate · Financials · Transaction
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02 — THE OPPORTUNITY The Next Platform Shift Every technology era moves from human effort to automation. The agentic web is the next step — and it needs payment rails built for machines. ERA 01 PC era Command line Human dictates logic → ERA 02 Web / app era Screens & navigation Human navigates → ERA 03 Assistive AI Chat & voice Human guides the agent → ERA 04 · NOW Agentic web Every interaction point From human effort to full automation →
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02 — THE OPPORTUNITY Why Now: The Agentic Commerce Inflection 2025 – 26 is the buildout year — every major payment network, AI lab and PSP has shipped agentic - payment products. THE BUILDOUT TIMELINE · 2025 – 26 Apr '25 Visa launches Intelligent Commerce; Mastercard unveils Agent Pay Sep '25 OpenAI + Stripe launch ACP; Google AP2; Coinbase + Cloudflare x402 Oct '25 Visa scales with partners; Mastercard enables US cardholders Dec '25 Visa: 2025 the “final year consumers shop alone” Feb '26 Coinbase launches Agentic Wallets (x402) Apr '26 Stripe opens Link to AI agents at Sessions 2026 47% of US shoppers already use AI for ≥1 shopping task (1) 4,700% YoY increase in AI - driven traffic to retail sites (2) ~$67 – 73B of Cyber Week 2025 sales influenced by AI / agents (3) 57% of executives expect agentic payments mainstream within 3 yrs (4) (1) https://usa.visa.com/about - visa/newsroom/press - releases.releaseId.21961.html (2) https://business.adobe.com/blog/generative - ai - powered - shopping - rises - with - traffic - to - retail - sites (3) https://www.salesforce.com/news/stories/2025 - cyber - week - predictions/ (4) https://bankingblog.accenture.com/agentic - payments - commerce
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02 — THE OPPORTUNITY Agentic Payments: The $1.7 Trillion Opportunity AI agents are creating a new category of commerce — and a generational opportunity in programmable settlement. // AGENTIC COMMERCE TOTAL ADDRESSABLE MARKET (TAM) · 2030 $1.7T up from $136B in 2025 — Edgar, Dunn & Co. ~67% CAGR, 2025 – 2030 Edgar, Dunn & Co. (1) $2T stablecoin supply by 2028 Standard Chartered, per McKinsey (2) // growth_curve 2025 → 2030 $136B 2025 $1.7T 2030 (1) https://www.edgardunn.com/articles/agentic - commerce - the - future - of - payments (2) https://www.mckinsey.com/industries/financial - services/our - insights/the - stable - door - opens - how - tokenized - cash - enables - next - ge n - payments
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02 — THE OPPORTUNITY Sizing the Opportunity: TAM / SAM / SOM From the total agentic - commerce market to the stablecoin - settled slice First Digital can realistically capture. Total Addressable Market $200 – 250B Agentic commerce Edgar Dunn estimates global agentic commerce spend at $136B by 2025, growing to $1.7T by 2030 (~67% CAGR). (1) $20 – 60B Stablecoin - settled agentic payments McKinsey notes stablecoin supply doubled to $250B in 18 months from January 2024 – July 2025; Standard Chartered forecasts ~$2T by 2028. (2) $1 – 6B First Digital opportunity For 2027, management assumes a 5 – 10% share of the stablecoin agentic rail where Finance District is live. (3) (1) https://www.edgardunn.com/articles/agentic - commerce - the - future - of - payments (2) https://www.mckinsey.com/industries/financial - services/our - insights/the - stable - door - opens - how - tokenized - cash - enables - next - ge n - payments; implied 30% stablecoin penetration. (3) Range of 5% - 10% of SAM; internal management estimate
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03 / 06 — INDUSTRY TRENDS & DRIVERS 03 Stablecoins. Agentic AI. Payments. Converging now — and we sit where they meet. 01 Who is First Digital 02 The Opportunity 03 Industry Trends & Drivers 04 Finance District Ecosystem 05 Why Us 06 Corporate · Financials · Transaction
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03 — INDUSTRY TRENDS & DRIVERS First Digital Sits at the Intersection of Three Key Industry Trends Stablecoins, agentic AI, and payments / settlement are converging — and First Digital sits where they meet. CONVERGING TRENDS & INDUSTRY FOCUS AREAS OPPORTUNITY WEDGES · LIVE & PLANNED First Digital Agentic Commerce Protocols Programmable Settlement Rails Regulated Trust + Transparency Developer - first infrastructure Live: developer platform + Agent Wallet + Prism for merchant settlement. Cross - border, permissionless Independent third parties use FDUSD for treasury, payouts and remittances. Professional → consumer Planned: extend FDUSD's professional base toward consumer agentic commerce.
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03 — INDUSTRY TRENDS & DRIVERS When Machine - Readable Interfaces Meet Machine - Native Money Agents need two things to transact: a way to read your business, and a way to pay it. INTERFACES How agents read your business Proprietary APIs Custom SDKs, walled gardens, scraping. → Open APIs / REST Documented endpoints. Built for humans. → MCP / Agent Skills MONEY How agents pay your business Cash & Cards Human - signed. Friction at every hop. → Bank Rails Programmable - ish. Hours, not seconds. → Stablecoins CONVERGENCE Agentic Commerce Agents are the engine. Stablecoins are the fuel.
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03 — INDUSTRY TRENDS & DRIVERS Stablecoins Are Becoming the Default Currency for AI Agents Industry leaders are converging on one thesis: agents get crypto wallets, not bank accounts. “ Agents will transact in stablecoins at scale. Jeremy Allaire Circle Cointelegraph · Jan 2026 “ Crypto is the native currency for AI agents. CZ Binance Cointelegraph · Feb 2026 “ Agents get crypto wallets where they can't get bank accounts. Brian Armstrong Coinbase FintechWeekly · Mar 2026 PROOF POINT Coinbase Agentic Wallets launched Feb 11, 2026; x402 has processed 165M+ transactions (Base; Solana / Polygon support).
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03 — INDUSTRY TRENDS & DRIVERS Why Stablecoin Settlement Is Structurally Advantaged Agents create high - frequency, low - value flows that legacy fee models can't support. COST OF A $0.01 MICROPAYMENT (ILLUSTRATIVE) Card rails $0.30 · 3,000% Stablecoin $0.0001 · 1% Machine - to - machine commerce needs rails with near - zero fixed fees and real - time finality. STRUCTURAL ADVANTAGES Push payments Agents control outflows — no credential “pull”. Programmability Encode budgets, limits, time windows and conditional release. 24/7 settlement Built for autonomous operation with full auditability. Ecosystem tailwinds Stablecoin supply forecast ~$2T by 2028 (Standard Chartered). Compete where the new volume is born - micropayments, agent - to - agent and cross - border automation - and supply the infrastructure that layer runs on, the highest - margin part of the stack.
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03 — INDUSTRY TRENDS & DRIVERS FDUSD: The Asia - Centric Stablecoin A leading USD - backed stablecoin built for professional market participants in Asia — the fastest - growing stablecoin - payments region. (1) (1) https://www.mckinsey.com/industries/financial - services/our - insights/beyond - stablecoins - the - emerging - architecture - of - on - chain - money?cid=soc - web Progmat Mitsubishi UFJ · Japan HKDR Round Dollar · HK XSGD StraitsX · Singapore JPYC JPYC · Japan USDe Ethena · BVI $U United Stables · BVI RLUSD Ripple · US/UK PYUSD PayPal · US USDT Tether · BVI USDC Circle · US ↑ Asia - focused Rest of world ← Thin rails Deep settlement rails → RAILS DEPTH JURISDICTION WHITESPACE FDUSD First Digital Labs Competitor positions illustrative (DefiLlama / CoinMarketCap). FDUSD issued by First Digital Labs.
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03 — INDUSTRY TRENDS & DRIVERS How It Works: Agents Spend, Merchants Receive Two products, one rail — the Agent Wallet (buy side) and Prism (sell side). BUY SIDE Agent Wallet AI - native wallet — any agent holds digital assets across chains and signs autonomously. Key custody in secure (TEE) enclaves Simple top - up spending controls (“pocket - money” model) Multi - chain, gas abstracted SELL SIDE Prism Merchants accept stablecoin transfers — receive any stablecoin from any chain. x402 - compatible orchestration Smart routing with configurable compliance screening Programmable fee splits; drop - in integration FDUSD RAIL
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04 / 06 — FINANCE DISTRICT ECOSYSTEM 04 From a stablecoin for professionals to an economy for everyone . An on - chain financial OS — built for humans and AI agents alike. 01 Who is First Digital 02 The Opportunity 03 Industry Trends & Drivers 04 Finance District Ecosystem 05 Why Us 06 Corporate · Financials · Transaction
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04 — FINANCE DISTRICT ECOSYSTEM Finance District: A Complete On - Chain Financial Ecosystem Built for humans and AI agents on equal footing - an ecosystem for the agentic econom y developed by First Digital. Four products live: District Pass, Agent Wallet, Prism and an AI assistant . 01 · LIVE Hold FDUSD across any chain, agent or user. 02 · UPCOMING Earn AI - enabled earn opportunities via upcoming on - chain products. 03 · LIVE Transact Merchants transact via Prism + agent - to - agent settlement. 04 · FDFI · UPCOMING Govern Make the chains disappear into what people care about. FDFI does not represent any equity, ownership, or other proprietary interest in FDG or its subsidiaries. FDFI holders have no ri ghts to the revenues, profits, assets, dividends, or other economic returns of FDG or its subsidiaries and do not possess any shareholder or corporate governance rights with respect to FDG or its subsidiaries therein.
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04 — FINANCE DISTRICT ECOSYSTEM A Growing Ecosystem Six layers today and expanding. As more components are added to Finance District over time, FDFI’s remit grows with it. ↑ VALUE FLOWS UP L6 FDFI L5 Agent Wallet | Prism Activation — buy side / sell side L4 Curated Vaults Earn (rolling out) L3 FDUSD L2 Reserves T - bills & highly - liquid assets L1 Banking rails (18+) Fiat infrastructure FDFI confers no rights to the revenues, profits, assets or governance of FDG or its subsidiaries.
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04 — FINANCE DISTRICT ECOSYSTEM Building Finance District FDFI — the ecosystem token of Finance District (FD.XYZ). First Digital Group Incubator & service provider → Finance District The token is the ecosystem First Digital is incubator and service provider only — it holds no equity in Finance District. Its economic interest is limited to ~10% of FDFI and service fees (1) . FDFI · TOKEN SPEC Standard LayerZero Compatible Omnichain Fungible Token (OFT) Supply Fixed supply — 2bn FDFI Issuer XFD Issuer Limited FD.XYZ An on - chain “financial district” (1) Arms - length structure: First Digital holds no equity in Finance District - a foundation with no shareholders or share capita l. FDFI is issued through XFD Issuer Limited, an FDG - owned SPV that ring - fences issuance and is to be wound up after delivery.
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05 / 06 — WHY US 05 Others wrap existing rails. We built the full stack. Custody + settlement + FDUSD + agentic infrastructure. 01 Who is First Digital 02 The Opportunity 03 Industry Trends & Drivers 04 Finance District Ecosystem 05 Why Us 06 Corporate · Financials · Transaction
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05 — WHY US No One Has the Full Stack Custody + settlement + FDUSD + agentic infrastructure — versus players who cover only part of the stack. First Digital Tether Circle Ondo BlackRock Stablecoin distribution ✓ ✓ ✓ — — T - bill stablecoin reserves ✓ ✓ ✓ — — Agent - native infrastructure ✓ ✓ — — Curated vaults In progress — — Partial — Ecosystem governance token ✓ — — — Reserves held by regulated financial institutions ✓ ✓ ✓ ✓ ✓ Ecosystem governance token: FDFI is the governance token of Finance District; FDFI confers no rights in First Digital or FDUS D. Finance District is designed to be governed by FDFI holders over time; decentralisation is an intended future state, not a present one. Partial ✓
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05 — WHY US A New Standard Layer Is Forming Six major agentic - payment standards are converging; the likely outcome is interoperability, not winner - take - all. ACP OpenAI + Stripe AP2 TAP Visa Agent Pay Mastercard x402 MCP Anthropic WHERE FIRST DIGITAL FITS The infrastructure merchants and agents use to plug into x402, UCP and ACP flows.
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06 / 06 — CORPORATE · FINANCIALS · TRANSACTION 06 A revenue - generating business, built compliance - first . Corporate, financials and the proposed transaction. 01 Who is First Digital 02 The Opportunity 03 Industry Trends & Drivers 04 Finance District Ecosystem 05 Why Us 06 Corporate · Financials · Transaction
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06 — CORPORATE · FINANCIALS · TRANSACTION Backed by Leading Investors and Partners Grouped to distinguish financial backers, Finance District supporters, and ecosystem partners. FINANCIAL BACKERS First Digital Group investors Token - sale investors are Finance District supporters, not First Digital investors. FINANCE DISTRICT SUPPORTERS Incubated - project / token - sale backers
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06 — CORPORATE · FINANCIALS · TRANSACTION Summary Financials Summary Financials ($mm) $87 $6 ($17) FY2025A $27 ($19) FY2026 (audit in progress) Total Revenue Net Revenue Adjusted Operating Loss Total Revenue Model Comprised of: › FDUSD revenue is driven by reserves in cash and equivalents, with approximately 85% allocated to risk - free assets (e.g. short - dated treasury bills) › Custody revenue is expected to grow steadily Net Revenue Net of fees for technology partners, reward programs, and investment management related to FDUSD, scaling with revenue and market cap. Note: Adjusted Operating Loss excludes taxes, depreciation and amortization. Figures are management - provided. ($4)
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06 — CORPORATE · FINANCIALS · TRANSACTION Illustrative Transaction Overview SOURCES & USES ($M) PRO - FORMA VALUATION ($M) Pro - forma enterprise value of $368M on a debt - free, cash - free basis. (2) PRO - FORMA OWNERSHIP 51.5% FD rollover (3) 39.5% Trust / PIPE 9.0% SPAC sponsor Financing Assumes 0% redemption from $230M cash in trust. Uses include product development, market expansion and general corporate purposes. Structure First Digital shareholders roll 100% of equity — expected pro - forma ownership of 51.5%. Earnout Based on share price hurdles measured over a period following closing, which we believe will result from performance and platform adoption. (1) Assumes 0% redemptions. (2) Assumes purchase price on a debt - free, cash - free basis. (3) Excludes additional management earnout. $250 First Digital rollover equity $230 Cash in trust (1) $480 Total sources $250 Equity to First Digital $215 Cash to balance sheet $15 Transaction expenses $48 0 Total uses 58.3 Shares outstanding (M) $10.00 Share price ($) $583 Equity value ($215) ( – ) PF net cash $368 Enterprise value Own % Shares Holder 51.5% 30.0M FD rollover (3) 39.5% 23.0M Trust / PIPE 9.0% 5.3M SPAC sponsor
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06 — CORPORATE · FINANCIALS · TRANSACTION High - Profile Advisory Board to Enhance Governance Luc Froehlich 20+ years of experience in portfolio management and digital - asset solutions Currently Chief Commercial Officer at RAK Digital Assets Oasis Chris Harmse 12+ years of experience in investments, trading, and stablecoin payments Co - Founder and Chief Business Officer of BVNK Praful Morar 37+ years of experience in financial planning, payments, and business development Previously Global Expansion Officer at Nuvei Sandy Peng 11+ years of experience in blockchain technology and investment products Co - Founder of Scroll and previously a Partner at Fission Capital Neil Tan 20+ years of experience in advisory, consulting, and business development Former Chairman of the FinTech Association of Hong Kong and member of the Web3 Task Force Advisory board members and affiliations as provided by the Company.
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06 — CORPORATE · FINANCIALS · TRANSACTION Why First Digital, Why Now A revenue - generating, compliance - first group positioned at the center of the agentic economy shift. #1 by capital turnover, 2024 Amongst major stablecoins (1) Large, growing market $1.7T agentic commerce (2) ; $2T stablecoin supply. (3) Scalable technology Agent Wallet + Prism on the FDUSD rail. Defensible growth plan Clear path from professionals to consumers. Compliance - first Built on a regulated trust foundation. Experienced team (2) https://www.edgardunn.com/articles/agentic - commerce - the - future - of - payments (3) https://www.mckinsey.com/industries/financial - services/our - insights/the - stable - door - opens - how - tokenized - cash - enables - next - ge n - payments (1) Turnover defined as 24h Volume / Market Capitalization (among major stablecoins); Source - CoinMarketCap , as of 2024.
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