First Digital has agreed to combine with Nasdaq-listed KOYN in a transaction valuing the FDUSD issuer at US$250 million.
First Digital Group has signed a definitive business combination agreement with Nasdaq-listed CSLM Digital Asset Acquisition Corp III, Ltd. (KOYN), paving the way for the FDUSD stablecoin issuer to become a publicly traded company.
Under the proposed transaction, First Digital would become a wholly owned subsidiary of a newly formed Cayman Islands holding company, whose shares are expected to trade on Nasdaq. The transaction values First Digital at US$250 million on a pre-money equity basis and contains no minimum cash condition.
The listing would provide access to public capital markets to support the continued development of Finance District, while introducing the transparency and reporting requirements associated with a listed company.
The company is also expanding the range of venues and applications where FDUSD is used for settlement, including centralised and decentralised exchanges and DeFi platforms.
As part of the proposed transaction, First Digital will redomicile from Gibraltar to the Cayman Islands. KOYN will merge with the newly formed listed company, while a subsidiary of the listed company will merge with First Digital, leaving First Digital as a wholly owned subsidiary.
The transaction has been approved by the boards of First Digital and KOYN, with closing expected in the first half of 2027. Completion remains subject to shareholder and regulatory approvals, approval of the Listed Company’s listing application by Nasdaq, and other customary conditions.
Following the announcement, institutional investors purchased US$20 million of KOYN Class A ordinary shares at US$10.60 per share from existing shareholders.
First Digital has also entered into a non-binding term sheet with Millennial Trading Limited for a potential US$25 million convertible note, although there is no assurance that the note will be issued.
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