KOYN Files Full Business Combination Agreement with First Digital — $250M Deal, Warrant and Earnout Terms Disclosed
KOYN is trading near its 52-week low of $9.85 (4.1% above the low).
Summary
KOYN filed the full business combination agreement with First Digital Group, the FDUSD stablecoin issuer, at a $250 million pre-money valuation. The 8-K discloses complete merger terms, warrant structures, sponsor restructuring, and earnout milestones.
Updates
· SEC 425 — The 425 filing includes the full business combination agreement and related agreements, with no new material terms beyond those in the 8-K.
Key Events · M&A and Partnerships · KOYN
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Definitive Business Combination Agreement Filed
KOYN entered into a definitive agreement with First Digital Group Ltd. on October 6, 2026, valuing First Digital at $250 million on a pre-money equity basis. First Digital is the issuer of FDUSD with over $4 trillion in cumulative trading volume and $87 million in FY2025 revenue.
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Merger Structure and Consideration
First Digital shareholders receive PubCo Class A shares (Class B for founder Vincent Chok) based on an Exchange Ratio derived from the $250 million Company Valuation divided by the Acquiror Redemption Price. Vincent Chok also receives 5,000,000 PubCo Class B shares as a transaction bonus.
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Warrants to Binance and Noble Elite
Binance (Alphanest Holdings) receives a PubCo warrant covering 12,051,791 FDG Warrant Shares and Noble Elite receives a warrant covering 769,259 shares, each with a $0.001 exercise price, replacing existing Company warrants.
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Sponsor Restructuring and Earnouts
Sponsor forfeits 1,891,667 PubCo shares for a warrant and places 1,891,667 shares in escrow tied to post-closing milestones. Founder earnout shares equal 20% of the Post-Closing Share Count, released upon achievement of milestones over up to ten years.
Analysis · KOYN · Real Estate & Construction
This 8-K delivers the complete Business Combination Agreement and all related agreements for KOYN's merger with First Digital Group, the issuer of the FDUSD stablecoin. The filing quantifies terms that were only summarized in the prior 425: the $250 million pre-money valuation, the exchange ratio mechanics, 5,000,000 Class B bonus shares to founder Vincent Chok, Binance and Noble Elite warrants covering 12.8 million preference shares at a $0.001 exercise price, sponsor share forfeitures and escrow, and a tiered lock-up release structure tied to $12–$18 share price hurdles. The deal transforms KOYN from a blank-check company into the listed vehicle for a stablecoin issuer with $87 million in FY2025 revenue and over $4 trillion in cumulative FDUSD trading volume. Closing is expected in H1 2027, subject to shareholder votes and regulatory approvals.
How filings like this one have moved
In the 30 days to Oct 21, 2026, 43.9% of the 285 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.39%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, KOYN was trading at $10.25 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $323.5M. The 52-week trading range was $9.85 to $10.28. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.