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 and NEW YORK, Oct. 06, 2026 (GLOBE NEWSWIRE) -- 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.
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.”
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
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".
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