First Digital Group Limited, the company behind the FDUSD stablecoin and Finance District, has signed a definitive business combination agreement with Nasdaq-listed SPAC CSLM Digital Asset Acquisition Corp III, Ltd. The transaction values First Digital at US$250 million on a pre-money equity basis, with the combined company expected to list on Nasdaq in the first half of 2027. The move is designed to provide public capital, transparency, and investor participation as First Digital builds infrastructure for the agentic economy.
Transaction Structure and Listing Plans
Under the agreement, First Digital will redomicile from Gibraltar to the Cayman Islands, and KOYN will merge into a newly formed Cayman Islands holding company. Shareholders will exchange their existing interests for Class A ordinary shares, while Founder Vincent Chok will receive Class B ordinary shares with ten votes per share. The proposed transaction has no minimum cash condition and remains subject to shareholder, regulatory, and exchange approvals.
FDUSD Stablecoin and Reserve Backing
First Digital launched FDUSD in 2023, and the stablecoin recorded more than US$4.7 trillion in cumulative trading volume as of June 30, 2026. Its peak circulation reached more than US$4.4 billion in April 2024, and the group generated approximately US$87 million in revenue for the fiscal year ended June 30, 2025. Every FDUSD is backed by cash and cash equivalents such as short-dated US Treasury bills and reverse repurchase agreements held in segregated accounts with monthly attestations.
Finance District and the Agentic Economy
Finance District is an on-chain ecosystem for the agentic economy developed by First Digital, with FDUSD as its primary settlement asset. Four products are live: District Pass, Agent Wallet, Prism, and an AI assistant. While the ecosystem does not yet contribute material revenue, First Digital is building it to support people and the AI agents that act on their behalf.
Strategic Direction and Regulatory Footprint
Founded by Vincent Chok in 2019, First Digital began as a trust and custody services provider and now has more than 75 employees across multiple jurisdictions. The group holds a Hong Kong trust or company service provider license and two Canadian money services business registrations, with a license application pending in Abu Dhabi Global Market. It also plans to open a branch office in South Korea in the first quarter of 2027 as part of its stablecoin distribution strategy.
Leadership Commentary and Market Opportunity
Management framed the proposed Nasdaq listing as a way to fund the continued build-out of Finance District while adding public-company transparency. KOYN Chairman and Chief Executive Officer Vik Mittal said First Digital's approach reflects custody, integrity, and trust in programmable money and agentic payments. Third-party projections cited by the company estimate global stablecoin supply of approximately US$2 trillion by 2028.
Closing Conditions, Financing, and Advisors
Closing is expected in the first half of 2027, subject to shareholder and regulatory approvals, SEC effectiveness of the Form F-4, and Nasdaq listing clearance. First Digital also entered into a non-binding term sheet for a US$25 million convertible note with a 0% coupon and a US$12.00 conversion price. Cohen & Company Capital Markets is serving as exclusive capital markets and M&A advisor to First Digital, with DLA Piper as legal counsel and Black Spade Advisory as strategic advisor.
The proposed business combination would position First Digital as a publicly listed stablecoin and agentic economy infrastructure provider with a track record of trading liquidity and reserve transparency. If completed, the transaction could provide capital to expand Finance District and broaden FDUSD's role in cross-border settlement and agentic commerce. The parties caution that completion is not assured and remains subject to regulatory, shareholder, and market conditions.