KOYN Signs $250M Business Combination with First Digital (FDUSD Stablecoin Issuer)
KOYN is trading near its 52-week low of $9.85 (4.1% above the low).
Summary
KOYN signed a definitive business combination agreement with First Digital Group, the issuer of FDUSD stablecoin, at a $250 million pre-money valuation. The deal includes earn-outs, sponsor restructuring, and warrants to Binance and Noble Elite entities, with closing expected in H1 2027.
Key Events · M&A and Partnerships · KOYN
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Definitive Business Combination Agreement Signed
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 stablecoin with over $4 trillion in cumulative trading volume and $87 million in FY2025 revenue.
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Merger Consideration and Exchange Structure
First Digital shareholders will receive PubCo Class A ordinary 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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Earn-Out and Sponsor Restructuring
Founder Earn-Out Shares equal to 20% of Post-Closing Share Count are escrowed subject to milestone achievement. Sponsor forfeits 1,891,667 shares for a warrant and places another 1,891,667 shares in escrow subject to the same earn-out milestones.
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Warrants to Binance and Noble Elite
Binance Warrantholder (Alphanest Holdings) and Noble Elite Ltd. receive PubCo warrants exercisable at $0.001 per share for 10 years, with a 4.99% beneficial ownership blocker. The Binance warrant covers 12,051,791 underlying FDG preference shares; Noble Elite covers 769,259.
Analysis · KOYN · Real Estate & Construction
CSLM Digital Asset Acquisition Corp III (KOYN) has entered into a definitive business combination agreement with First Digital Group, the issuer of the FDUSD stablecoin, valuing First Digital at $250 million on a pre-money equity basis. The deal transforms KOYN from a SPAC into the publicly traded parent of a revenue-generating stablecoin and digital-asset infrastructure business that reported $87 million in FY2025 revenue. The transaction includes a complex earn-out structure tied to share-price milestones, sponsor share restructuring, and warrants issued to Binance-affiliated and Noble Elite entities. Closing is expected in the first half of 2027, subject to shareholder and regulatory approvals. The filing provides the full agreement text and material terms that were only summarized in the prior day's news announcement.
How filings like this one have moved
In the 30 days to Oct 22, 2026, 46.1% of the 284 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.53%. 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.