FDUSD Issuer First Digital Plans Nasdaq Listing Through $250M SPAC

Hong Kong-based First Digital Group, which issues the FDUSD stablecoin, has entered into a definitive merger agreement with special purpose acquisition company CSLM Digital Asset Acquisition Corp III (Nasdaq: KOYN). The combination assigns First Digital a pre-money equity value of $250 million.

The transaction is structured to create a Nasdaq-listed holding company incorporated in the Cayman Islands. Completion is expected during the first half of 2027, contingent on shareholder approvals, SEC registration, and regulatory sign-offs.

First Digital reported roughly $87 million in revenue for the fiscal year ending 30 June 2025. The FDUSD stablecoin, which launched in 2023 and gained early traction through Binance integration, has generated over $4.7 trillion in cumulative trading volume as of 30 June 2026. Peak circulation hit $4.4 billion in April 2024.

Institutional investors have already purchased $20 million of KOYN Class A ordinary shares at $10.60 per share from existing KOYN shareholders. Separately, First Digital has signed a non-binding term sheet with Millennial Trading for a $25 million convertible note with a zero coupon and a $12.00 conversion price, though definitive documentation has not yet been finalised.

The deal contains no minimum cash condition. Upon closing, founder and chief executive Vincent Chok will hold Class B ordinary shares carrying ten votes apiece, ensuring founder control over the listed entity.

Cohen & Company Capital Markets is advising First Digital on capital markets and M&A, with DLA Piper serving as legal counsel. Loeb & Loeb is advising KOYN.

Chok framed the listing as a means to fund the company's Finance District ecosystem, which envisions FDUSD as a settlement layer for AI-driven commerce. "The next thing is Finance District: which we believe provides the infrastructure that people and their AI agents will need as commerce becomes agentic," Chok said. "A Nasdaq listing would give us access to public capital markets, the transparency of a listed company, and shareholders who can participate in building it with us."

Finance District does not yet contribute material revenue. The company has cited third-party projections estimating global agentic consumer-to-business spend could reach $1.7 trillion by 2030, though these figures originate from the company's own investor materials and carry early-stage market uncertainty.

First Digital currently holds a Trust or Company Service Provider licence in Hong Kong and two Money Services Business registrations in Canada. It has an application pending with the Abu Dhabi Global Market for fiat-referenced token issuance and plans to pursue authorisations in Europe, the UAE, Southeast Asia, Latin America, and the United States.

The regulatory backdrop in the US is evolving rapidly. The GENIUS Act and competing stablecoin proposals are advancing through Congress in 2026, shaping the framework under which foreign-domiciled issuers can operate or list domestically. The SEC's review of First Digital's Form F-4 registration statement will be a critical near-term milestone.

First Digital is also targeting South Korea, having signed memoranda of understanding with ITCEN Group subsidiary and KoFIU-registered Wavebridge to explore FDUSD distribution and settlement infrastructure. A Korean branch office is scheduled to open in the first quarter of 2027.

The SPAC route remains accessible for digital asset firms, but recent performance has been mixed. Several earlier crypto and fintech SPAC mergers have traded well below their initial combination valuations, raising questions about investor appetite and post-merger execution.

The $250 million pre-money valuation will face scrutiny against First Digital's $87 million revenue run-rate and the nascent state of Finance District. Reserves backing FDUSD are held in cash equivalents and short-dated US Treasury bills through First Digital Trust Limited, with independent monthly attestations provided to support transparency.