First Digital Group, the Hong Kong-based issuer of the FDUSD stablecoin, has signed a definitive business combination agreement with CSLM Digital Asset Acquisition Corp III (Nasdaq: KOYN), a special purpose acquisition company. The deal values First Digital at $250 million on a pre-money equity basis and is expected to result in a Nasdaq-listed holding company, incorporated in the Cayman Islands, in the first half of 2027, subject to shareholder votes, SEC registration and regulatory clearances.

The company reported approximately $87 million in revenue for the fiscal year ended 30 June 2025. FDUSD, launched in 2023 with early adoption driven by its integration on Binance, has recorded more than $4.7 trillion in cumulative trading volume as of 30 June 2026 and reached a peak circulation above $4.4 billion in April 2024. Reserves are held in cash equivalents and short-dated US Treasury bills through First Digital Trust Limited, with independent monthly attestations.

The deal structure

Institutional investors have already purchased $20 million of KOYN Class A ordinary shares at $10.60 per share from existing KOYN holders. Separately, First Digital has signed a non-binding term sheet with Millennial Trading for a $25 million convertible note carrying a zero coupon and a $12.00 conversion price; the release cautions that definitive agreements may not be reached. The transaction contains no minimum cash condition. Upon closing, founder and chief executive Vincent Chok will hold Class B ordinary shares carrying ten votes per share, preserving founder control over the listed entity.

Cohen & Company Capital Markets is acting as capital markets and M&A adviser to First Digital. DLA Piper is serving as legal counsel to First Digital, with Loeb & Loeb advising KOYN.

Vincent Chok said: “The next thing is Finance District: which we believe provides the infrastructure that people and their AI agents will need as commerce becomes agentic. 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.”

Market and regulatory context

The SPAC route to a public listing remains available but carries a mixed recent track record in digital assets, with several earlier SPAC-led crypto and fintech listings subsequently trading well below their combination valuations. The $250 million pre-money figure will face scrutiny against the $87 million revenue figure and the growth trajectory of Finance District, which the company acknowledges does not yet contribute material revenue.

The regulatory path is also material. First Digital currently holds a Trust or Company Service Provider licence in Hong Kong and two Money Services Business registrations in Canada. It has a licence application pending with the Abu Dhabi Global Market for fiat-referenced token issuance and intends to seek authorisations across Europe, the UAE, Southeast Asia, Latin America and the United States. The US stablecoin legislative landscape is actively developing, with the GENIUS Act and competing proposals moving through Congress in 2026; the terms under which a foreign-domiciled stablecoin issuer can operate or list in the US will bear on First Digital’s commercial ambitions there. The SEC’s review of the Form F-4 registration statement will be a key near-term milestone.

First Digital is also pursuing South Korea as a strategic market, having signed memoranda of understanding with ITCEN Group subsidiary and KoFIU-registered Wavebridge to explore FDUSD distribution and settlement infrastructure. A Korean branch office is planned for the first quarter of 2027.

The company’s Finance District ecosystem, which positions FDUSD as a settlement asset for AI-driven commerce, sits in a nascent segment. Third-party projections cited in the release estimate global agentic consumer-to-business spend could reach $1.7 trillion by 2030, though these figures are sourced from the company’s own investor materials and carry the inherent uncertainty of early-stage market sizing.

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