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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April
9, 2026
CSLM DIGITAL ASSET ACQUISITION CORP III, LTD
(Exact name of registrant as specified in its charter)
000-00000
| Cayman Islands |
|
001-42818 |
|
N/A00-0000000 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer Identification Number) |
2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL |
|
33308 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212)
207-0090
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant |
|
KOYNU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
KOYN |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
KOYNW |
|
The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On April 9, 2026, CSLM Digital Asset Acquisition Corp III, Ltd has
made available on its website the PFIC Annual Information Statement for fiscal year 2025, which is attached as Exhibit 99.1 to this Current
Report on Form 8-K. The statement may be accessed at www.koynspac.com. Investors are
encouraged to consult their own tax advisors regarding the application of the PFIC rules.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
CSLM Digital Asset Acquisition Corp III, Ltd PFIC Annual Statement — Class A |
| 104 |
|
Cover Page Interactive Data File (embedded within the InLine XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 9, 2026 |
CSLM DIGITAL ASSET ACQUISITION CORP III, LTD |
| |
|
|
| |
By: |
/s/ Vikas
Mittal |
| |
Name: |
Vikas Mittal |
| |
Title: |
Chief Financial Officer |
Exhibit
99.1
CSLM
DIGITAL ASSET ACQUISITION CORP III, LTD
PFIC
Annual Information Statement
This
statement is provided for shareholders who are United States persons. In order to assist in the preparation of Form 8621, the above-named
entity (“the Company”) provides the following information:
| (1) | This
Information Statement applies to the taxable period of the Company beginning on August 28,
2025 and ending on December 31, 2025 (the “Period”). |
| (2) | A
U.S. person who is a direct or indirect Shareholder of the Class A Public ordinary shares
may compute his or her per-share per-day ordinary earnings and net capital gain of the Company
attributable to these ordinary shares for the Period, as follows: |
| Ordinary Earnings
per share per day: |
|
$0.0011226332 |
| Net Capital Gain per share
per day: |
|
None |
| (3) | The
amount of cash and fair market value of other property distributed or deemed distributed
by the Company to a Shareholder of the Class A Public ordinary shares during the Period may
be computed as follows: |
| Cash: |
|
None |
| Fair Market Value of Property: |
|
None |
| (4) | The
Company will permit a Shareholder to inspect and copy the Company’s permanent books of account,
records, and such other documents as may be maintained by the Company that are necessary
to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e)
of the Internal Revenue Code, are computed in accordance with U.S. income tax principles,
and to verify these amounts and the Shareholder’s pro rata share thereof. |
| |
Date: |
April
8, 2026 |
|
|
By: |
/s/
Vikas Mittal |
| |
|
|
|
|
|
Vikas Mittal (Apr 8, 2026 16:38:20 EDT) |
| |
|
|
|
|
Title: |
Chief
Financial Officer and Co-Chief Executive Officer |
Additional
Information
The
following additional information is supplied to enable you to complete Form 8621 (Return by a Shareholder of a Passive Foreign Investment
Company or Qualified Electing Fund):
| Name
of Passive Foreign Investment Company: |
|
CSLM Digital Asset
Acquisition Corp III, Ltd |
| |
|
|
| Address: |
|
Forbes Hare Trust Company
Limited |
| |
|
Cassia
Court, Suite 716 |
| |
|
10
Market Street, Camana Bay
Grand
Cayman, Cayman Islands
KY1-9006 |
| |
|
|
| Employer
Identification Number: |
|
N/A |
| |
|
|
| Country
of Incorporation: |
|
Cayman Islands |
| |
|
|
| Year
of Incorporation: |
|
2024 |