Key Points of the Transaction

• First Digital is the group behind FDUSD. FDUSD is a stablecoin denominated in US dollars that was launched in 2023. As of June 30, 2026, its cumulative trading volume has exceeded 4.7 trillion US dollars, with a historical peak circulation of over 4.4 billion US dollars, which occurred in April 2024.
• Each FDUSD is backed by cash and cash equivalents, including short-term U.S. Treasury bonds and reverse repurchase agreements. The relevant assets are held in segregated customer accounts by licensed custodian institutions, and independent accounting firms issue certifications on a monthly basis.
• First Digital achieved revenue of approximately 87 million US dollars for the fiscal year ending June 30, 2025.
• Developed by First Digital, the blockchain ecosystem oriented towards the smart economy, Finance District has launched four products: District Pass, Agent Wallet, Prism, and AI Assistant.
• The proposed trading pair First Digital is valued at $250 million, calculated based on the equity value prior to the transaction; upon completion of the deal, the merged company is expected to become a NASDAQ-listed entity.
• The transaction is expected to be completed in the first half of 2027, but it requires approval from shareholders and regulatory authorities, as well as compliance with customary delivery conditions.

Hong Kong and New York, October 6 (Reuters/ GlobeNewswire ) – First Digital Group Limited (together with its subsidiaries, hereinafter referred to as “First Digital”) has signed a final business merger agreement ( BCA ) with CSLM Digital Asset Acquisition Corp III , Ltd . (Nasdaq ticker: KOYN , hereinafter referred to as “KOYN”). First Digital is the developer of the FDUSD stablecoin and Finance District. KOYN is a special purpose acquisition company listed on NASDAQ ( SPAC ).

Upon the completion of the transaction envisioned by BCA (hereinafter referred to as the "Proposed Transaction"), First Digital will become a wholly-owned subsidiary of the newly established holding company in the Cayman Islands. The shares of this holding company are expected to be traded on NASDAQ. The completion of the Proposed Transaction is subject to regulatory approval, the consent of the shareholders of KOYN and First Digital, and the fulfillment of other customary delivery conditions.

First Digital indicates that there are three reasons for seeking to go public. Firstly, going public will enable it to access the public capital market, providing funds for the continued development of Finance District. Secondly, the transparency and information disclosure requirements for listed companies will facilitate communication with institutions, partners, and regulatory authorities. Thirdly, investors from the public market can also participate in the business that it is currently building.

FDUSD

First Digital launched FDUSD in 2023. In its early stages, it was mainly facilitated through Binance, one of the largest digital asset exchanges in the world. Binance listed the FDUSD trading pair and integrated it into various trading and product services; to this day, Binance remains the largest centralized secondary market for FDUSD. Within four months of its launch, FDUSD reached a market value of 1 billion US dollars. As of June 30, 2026, FDUSD has accumulated a trading volume of over 4 trillion US dollars, with a peak daily trading volume of about 25 billion US dollars, and a historical peak circulating supply of over 4.4 billion US dollars (achieved in April 2024). It is traded on 16 exchanges across six blockchain networks and more than 100 trading pairs, including Ethereum, BNB Smart Chain, Solana, Sui, Arbitrum, and TON.

FDUSD is issued by the First Digital Group Company. Each FDUSD in circulation is backed by reserve assets, which include cash and cash equivalents, short-term U.S. Treasury bonds, etc. The First Digital Group Company's First Digital Trust Limited (“FDT”) acts as the custodian and holds these assets in a segregated account for the issuer. The reserve assets are subject to independent monthly certifications. FDUSD does not pay interest or dividends.

First Digital is expanding the use cases of FDUSD in two directions: firstly, on centralized exchanges, decentralized exchanges, and DeFi platforms; secondly, within the Finance District ecosystem developed by First Digital and which uses FDUSD as the main settlement asset.

South Korea is one of the most active digital asset markets in the world, and as the country advances in the construction of a framework for digital assets and stablecoins, it has also become a strategic focus for First Digital. First Digital has signed a memorandum of understanding with a subsidiary of ITCEN Group – a South Korean IT and digital asset group listed on KOSDAQ – as well as with Wavebridge Inc, a virtual asset service provider registered with the Financial Intelligence Service of South Korea (KoFIU). The aim is to explore the establishment of distribution and settlement infrastructure in South Korea for FDUSD and to share the experience in issuing stablecoins from First Digital with South Korean institutions. First Digital has no intention of issuing its own stablecoin denominated in Korean won. The founder and CEO of First Digital, Vincent Chok, has participated in industry and policy discussions related to stablecoins in South Korea, including those held in May 2026 in the National Assembly. First Digital plans to open a branch in South Korea in the first quarter of 2027, although this is still subject to business, regulatory, and operational factors.

Finance District and the Smart Economy

Finance District ( fd.xyz ) is an ecosystem developed by First Digital for the intelligent economy: it provides financial infrastructure for humanity and for the AI agents that act on behalf of humans. Currently, four products have been launched. District Pass serves as a single identity credential for the entire ecosystem. Agent Wallet is a multi-chain wallet, and AI agents operate within it through a model context protocol ( MCP ), providing a graphical interface for the people they represent. Prism is a set of tools that allows merchants and e-commerce platforms to accept digital asset payments from customers and from AI agents that purchase on behalf of customers, including stablecoins. AI assistants help users conduct transactions on the platform and manage activities.

Third-party forecasts highlight the scale of this opportunity: Edgar, Dunn & Company predict that global consumer spending driven by intelligent agents will reach $136 billion in 2025 and increase to $1.7 trillion by 2030; Standard Chartered Bank estimates that the global supply of stablecoins will be around $2 trillion by 2028. The smart economy is still in its early stages, and Finance District has not yet contributed substantial revenue to First Digital; this ecosystem is still being built, with the aim of providing the infrastructure necessary for this economic form.

Finance District is governed by the holders of FDFI. FDFI is a governance token with a total supply of 2 billion tokens. Supporters of this 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 rights to First Digital or FDUSD.

Led by the founder since 2019

Vincent Chok was founded in 2019 as First Digital, initially focusing on trust and custody services. In 2022, the group registered First Digital Group Limited in Gibraltar as its holding company and launched FDUSD in 2023. Today, First Digital employs over 75 people across multiple jurisdictions, and its management team possesses expertise in digital assets, compliance, financial operations, and technical infrastructure. First Digital currently holds a license as a Hong Kong trust or corporate services provider ( TCSP ) as well as registrations for two money service businesses in Canada ( MSB ). Its application for a license to issue fiat-backed tokens in the Abu Dhabi Global Market ( ADGM ) is still under consideration, and the company plans to seek similar authorizations in Europe, the UAE, Southeast Asia, Latin America, and the United States.

The company stated that today's announcement marks the next step: to advance the company's listing through a final business merger agreement, with the aim of building the infrastructure for an intelligent economy.

Management Commentary

First Digital Founder and CEO Vincent Chok stated: “First Digital has always adhered to the principle of doing one thing at a time and doing it right. In 2023, we launched FDUSD, which has become one of the most actively traded stablecoins on centralized exchanges and is fully supported by reserves that are verified monthly. The next step is Finance District; we believe that as business activities become more characterized by intelligent agents, it will provide the necessary infrastructure for humanity and their AI agents. We are at the beginning of this industry. Listing on NASDAQ will enable us to enter the public capital market, gain the transparency of a listed company, and allow shareholders to participate in the process of building together with us.”

KOYN Chairman and CEO Vik Mittal stated: "We are honored to collaborate with a visionary individual like Vincent. Custody, integrity, and trust are the fundamental principles that define First Digital's methodology. Programmable currencies will consolidate the global payment network into a single global dollar network. We are finally at the point of rewriting the global financial landscape from scratch. The emergence of smart agent payments represents a paradigm shift, and First Digital is in a unique position to lead this transformation, with FDUSD serving as the native settlement asset within Finance District."

As a strategic advisor to First Digital, Black Spade Advisory stated: "We support innovative development in the field of digital assets and recognize the potential significance of the proposed business merger. This transaction could help to enhance the market influence of infrastructure related to stablecoins. We believe that stablecoins could play an important role in future cross-border settlements and capital flows. We are delighted to support the teams of Vincent and First Digital; they have positioned themselves at the forefront of this rapidly evolving field."

Transaction Overview

In accordance with the provisions of BCA, (1) First Digital will be re-registered from Gibraltar to the Cayman Islands through a continuation process to become an exempted limited company; (2) KOYN will merge with the newly established Cayman Islands exempted company (i.e., Listed Company) and be incorporated into it, with Listed Company serving as the surviving entity; (3) a wholly-owned subsidiary of Listed Company ("Merger Sub") will merge with First Digital and be incorporated into First Digital, with First Digital serving as the surviving entity, and at the same time become a wholly-owned subsidiary of Listed Company.

Upon completion of the proposed transaction, the shareholders of KOYN and First Digital will exchange their existing equity in KOYN and First Digital for securities of Listed Company respectively. The aforementioned shareholders will receive Class A ordinary shares of Listed Company, with one vote per share; however, Mr. Chok will receive Class B ordinary shares of Listed Company, with ten votes per share.

The proposed trading pair First Digital is valued at $250 million, calculated based on the equity value prior to the transaction, with no minimum cash requirement.

First Digital has signed a non-binding term sheet with Millennial Trading Limited to issue convertible notes totaling 25 million US dollars with a zero coupon rate and a conversion price of 12.00 US dollars; however, there is no guarantee that a formal agreement will be signed in the end, or that the notes will be issued according to the aforementioned terms, or even that they will be issued at all. The current investors of First Digital 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. The transaction is expected to be completed in the first half of 2027, but it is still subject to various conditions, including approval from shareholders of First Digital and KOYN, regulatory approvals, the submission of a registration statement (F-4) to the U.S. Securities and Exchange Commission (SEC) by Listed Company and its subsequent announcement of effectiveness, NASDAQ's approval of the listing application for Listed Company, as well as the fulfillment or exemption of other conditions outlined in BCA. There is no guarantee that the proposed transaction will be completed according to the current terms or timeline, nor is it certain that it will be completed at all.

Information regarding the proposed transaction, including the BCA copy and investor presentation materials, will be disclosed in one or more current 8-K reports submitted to SEC through KOYN.

Consultant

Cohen and Company Capital Markets serve as the exclusive capital market and M&A advisors for First Digital. DLA Piper LLP ( US ) and DLA Piper UK LLP act as the legal advisors for First Digital. Loeb and Loeb LLP serve as the legal advisors for KOYN. Black Spade Advisory acts as the strategic advisor for First Digital.

About First Digital

First Digital provides trust and custody services through a licensed trust or corporate service provider in Hong Kong, First Digital Trust Limited, and also issues the stablecoin FDUSD denominated in US dollars. The company is also the developer of the ecosystem Finance District ( fd.xyz ) aimed at the smart economy. First Digital was established in 2019, holds licenses and registrations in both Hong Kong and Canada, and has over 75 employees.

For more information, please visit: https ://1stdigital. com, https :// www.firstdigitallabs.com, and https :// fd.xyz.

It was also disclosed that First Digital submitted a summons to the Court of First Instance of the High Court of the Hong Kong Special Administrative Region on April 3, 2025, filing a defamation lawsuit against Sun Yuchen (also known as Justin Sun) in response to his public accusations. For more information and public documents regarding this matter, please refer to: https ://1stdigital.com / ir-and-disclosures

Regarding CSLM Digital Asset Acquisition Corp III, Ltd. ( KOYN )

KOYN is a publicly traded special purpose acquisition company that focuses on high-growth, cutting-edge technology sectors, including digital assets, regulated financial infrastructure, and next-generation fintech. KOYN is led by an experienced team of SPAC, who have a track record in discovering, executing, and facilitating complex public market transactions. The Class A common stocks of KOYN are traded on NASDAQ under the ticker symbol “KOYN”.

Investors and Media Contacts

First Digital Contact Person: Samantha Yap | YAP Global | samantha @ yapglobal.com

KOYN Contact person: info @ koynspac.com

Forward-looking Statements

This press release contains “forward-looking statements” as defined by the federal securities laws. All information regarding First Digital in this press release is provided by First Digital. KOYN and its directors, executives, employees, advisors, or affiliates have not independently verified such information; neither do they make any express or implied statements or warranties regarding the truthfulness, accuracy, completeness, or reasonableness of this information or any other information contained herein, nor do they assume any responsibility for it. This press release is for informational purposes only and should not be used as a basis for any investment, voting, or other transaction decisions. Any reliance on such information is at the reader's own risk.

The expectations, estimates, and projections regarding the First Digital and KOYN businesses may differ from the actual results; therefore, such forward-looking statements should not be regarded as predictions of future events. Words and phrases such as "expected," "estimated," "predicted," "budgeted," "forecasted," "anticipated," "intended," "planned," "possible," "will," "can," "should," "believed," "predicted," "potential," "continue," and their negative forms are used to identify these forward-looking statements. These forward-looking statements include, but are not limited to: forecasts of revenue and other financial and operational indicators, predictions of market opportunities, estimates of the enterprise value of Listed Company, the ability of First Digital to expand and develop its business, the scale and growth of the smart economy and stablecoin markets, the development and adoption of Finance District and its products, the vision for governance by FDFI holders, expectations for the transition to decentralized governance, plans in South Korea and other jurisdictions and the licenses that are pending approval or intended to be applied for, the proposed convertible notes related to Millennial Trading, the purpose and expected benefits of listing, the advantages and expected growth of Listed Company, the ability to attract and retain talent, the cash position of Listed Company after the completion of the proposed transactions, the ability of KOYN and First Digital to complete the proposed transactions, as well as expectations related to the terms and timing of the proposed transactions. These statements are based on various assumptions explicitly listed in this press release and on the current expectations of KOYN and First Digital management, and they are not predictions of actual performance.

These forward-looking statements involve significant risks and uncertainties, which may lead to material differences between actual results and expected results. Although First Digital and KOYN believe that each forward-looking statement in this press release is reasonably based, both parties remind readers that these statements are based on current known facts and factors as well as forecasts of the future, which is inherently uncertain. Most of these factors are beyond the control of First Digital and KOYN and are difficult to predict. Factors that may lead to differences include, but are not limited to: (1) any events, changes, or other circumstances that may result in the termination of BCA; (2) the outcome of any legal proceedings that may be initiated against First Digital, KOYN, or other parties after the announcement of the proposed transaction; (3) the inability to complete the proposed transaction, including failure to obtain approval from the shareholders of First Digital and KOYN, certain regulatory approvals, or other closing conditions; (4) the inability to obtain or maintain the listing of Listed Company securities on NASDAQ or other national stock exchanges after the proposed transaction; (5) the risk that the announcement and completion of the proposed transaction may disrupt current plans and operations; (6) the risk of not being able to achieve the expected benefits of the proposed transaction, which may be affected by factors such as competition, Listed Company growth, profitability management, and the ability to retain key employees; (7) costs associated with the proposed transaction; (8) changes in applicable laws or regulations, including those related to stablecoins and digital assets; and (9) other risks and uncertainties listed in the documents submitted or to be submitted by KOYN or Listed Company to SEC. The above factors are not exhaustive.In addition, the power of attorney/prospectus contained in the registration statement of the F-4 table related to the proposed transaction, as well as other documents submitted from time to time to SEC by Listed Company, First Digital and/or KOYN, will also describe additional risks and uncertainties. These documents may identify and explain other important risks and uncertainties that could lead to significant differences between actual events and results and those stated in the forward-looking statements. Neither First Digital nor KOYN can guarantee that the forward-looking statements in this press release are necessarily accurate.

In view of the significant uncertainties associated with these forward-looking statements, nothing in this press release should be construed as an assertion that any of the forward-looking statements will necessarily be realized, or that the results anticipated therein will necessarily occur. Readers should not rely excessively on any such forward-looking statements, which are only valid as of the date of issuance. Subsequent events and developments may change these views. First Digital and KOYN assume no obligation and do not accept any responsibility to publicly update or revise any forward-looking statements, unless required by law, to reflect changes in expectations or relevant events, conditions, or circumstances. The past performance of the management team of First Digital or KOYN does not guarantee future performance.

Does not constitute an offer or solicitation

This press release does not constitute an offer or solicitation for any securities or a letter of intent to trade, nor does it constitute an offer to sell or an invitation to purchase any securities; in any jurisdiction, it is illegal to make such offers, solicitations, or sales before registration or compliance with the securities laws of that jurisdiction. No securities will be issued unless through a prospectus that complies with the requirements of the revised Securities Act of 1933, or unless an exemption applies.

Supplementary information and methods of acquisition

Regarding the proposed transaction, Listed Company will prepare a registration statement for the F-4 form, which will include a proxy letter/prospectus detailing information regarding the proposed transaction as well as the respective businesses of KOYN and First Digital. It will also contain a prospectus related to the issuance of shares to the shareholders of First Digital and KOYN after the completion of the proposed transaction, and this will be submitted to SEC. Once the registration statement takes effect, the proxy letter/prospectus will be sent to the shareholders of KOYN. KOYN encourages investors and other relevant parties to read this proxy letter/prospectus, as well as other documents submitted to SEC, whenever they become available, as these documents will contain important information regarding the proposed transaction. Relevant parties may also read the report submitted by KOYN to SEC to understand the securities holdings of its directors and executives and their respective interests as security holders in the completion of the aforementioned transaction. Once the proxy letter/prospectus, as well as the report from KOYN, are available, they can be obtained for free on the SEC website (http://www.sec.gov).

Recruit participants

In accordance with the SEC rule, KOYN, Listed Company, First Digital and their respective directors, executives, other management personnel, and employees may be considered participants related to the proposed transaction and involved in soliciting proxies from KOYN shareholders. Investors and security holders can obtain more detailed information regarding the names of KOYN directors and executives, their affiliations, and their interests in the report submitted by KOYN to SEC. Information about individuals who may be considered to have participated in soliciting proxies from KOYN shareholders under the SEC rule in the proposed transaction will be included in the proxy/prospectus for the proposed transaction when available. Regarding the interests of the personnel involved in solicitation for First Digital and KOYN, which may differ from the interests of their respective ordinary shareholders in certain circumstances, such information will be disclosed when the proxy/prospectus for the proposed transaction becomes available.

Non-GAAP financial indicators

This press release may contain certain non-GAAP financial indicators and key metrics related to the expected future performance of First Digital. These non-GAAP indicators are preliminary data and are subject to risks and uncertainties. Due to the difficulty in predicting and the continuous changes in various reconciliation items, it is not possible to reconcile these non-GAAP financial indicators with the corresponding GAAP indicators on a forward-looking basis. Any differences between the actual results of First Digital and the forecast financial information contained in this document may be significant.

Data Usage

The industry data contained in this article comes from various internal and external sources deemed reliable by First Digital and KOYN. Although First Digital and KOYN were unaware of any inaccuracies in the presented external data, their estimates still involve risks and uncertainties and may change due to various factors, including those mentioned in the 'Forward-looking Statements' section above. Any past performance or model data contained in this article does not represent future performance. Except as required by law, First Digital and KOYN assume no obligation to update or revise the information in this press release, whether due to new information, future events, or other circumstances.