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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 16, 2025
Date of Report (Date of earliest event reported)
CSLM DIGITAL ASSET ACQUISITION CORP III, LTD
(Exact Name of Registrant as Specified in its Charter)
000-00000
| Cayman Islands |
|
N/A00-0000000 |
(State or other jurisdiction
of incorporation) |
|
(I.R.S. Employer
Identification No.) |
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL |
|
33308 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (954) 315-9381
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
|
KOYNU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
KOYN |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
KOYNW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Separate Trading of Units, Ordinary Shares and Warrants
As previously disclosed, on
August 28, 2025, CSLM Digital Asset Acquisition Corp III, Ltd (the “Company”) consummated its initial public offering (the
“IPO”), which consisted of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the full
exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class
A Ordinary Share”) and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant
entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share (subject to adjustment). The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000.
On September 16, 2025, the Company
issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of
the Units may elect to trade Class A Ordinary Shares and the Warrants comprising the Units separately commencing on September 19, 2025.
Those Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “KOYNU,”
and the Class A Ordinary Shares and Warrants that are separated will trade on the Nasdaq under the symbols “KOYN” and “KOYNW,”
respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of the Units
will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to
separate their Units into Class A Ordinary Shares and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 16, 2025. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 16, 2025
| |
CSLM DIGITAL ASSET ACQUISITION CORP III, LTD |
| |
|
|
| |
By: |
/s/ Vikas Mittal |
| |
Name: |
Vikas Mittal |
| |
Title: |
Chief Financial Officer |
