FDUSD Issuer First Digital to Go Public on Nasdaq in $250 Million SPAC Deal

First Digital, the Hong Kong-based group behind the FDUSD stablecoin, has signed a definitive agreement to merge with CSLM Digital Asset Acquisition Corp III (Nasdaq: KOYN), a special purpose acquisition company, in a deal that values First Digital at $250 million on a pre-money equity basis, per an announcement on Wednesday. The combined company will be a new Cayman Islands holding company listed on Nasdaq, with closing expected in the first half of 2027.

First Digital said it generated about $87 million in revenue in the fiscal year ended June 30, 2025. FDUSD does not pay interest to holders, so that revenue came largely during a period when the stablecoin's float was far larger than it is now. FDUSD reached a peak circulation of more than $4.4 billion in April 2024, driven by its integration across Binance, which remains its largest centralised market. Its current market capitalisation is about $325 million, according to CoinGecko, a decline of roughly 93% from that peak. The announcement does not give a current circulation figure.

The company is asking public investors to back what comes next. Finance District, its ecosystem for AI agents and the people they act for, has four live products: an identity credential called District Pass, an Agent Wallet that agents operate through the Model Context Protocol, a merchant payments tool called Prism, and an AI assistant. First Digital said Finance District "does not yet contribute material revenue" and is designed to be governed by holders of FDFI, a governance token that confers no equity in the company.

"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," said founder and CEO Vincent Chok. Chok will receive Class B shares carrying ten votes each, while other shareholders receive single-vote Class A shares. The deal has no minimum cash condition. According to the release, institutional investors bought $20 million of KOYN shares at $10.60 from existing holders after the announcement, and First Digital has signed a non-binding term sheet with Millennial Trading for a $25 million zero-coupon convertible note at a $12.00 conversion price.

The listing will put First Digital's governance and reserves under SEC disclosure for the first time. In April 2025, Justin Sun publicly alleged that First Digital Trust, the group's Hong Kong custodian, was effectively insolvent and had misappropriated TrueUSD reserve assets, which sent FDUSD briefly below its peg. First Digital denied the claims, said it had acted as custodian on client instructions, and filed a defamation action against Sun in Hong Kong's High Court the following day. The case remains listed in the company's disclosures.

First Digital also named South Korea as a strategic priority, with memoranda of understanding signed with a subsidiary of KOSDAQ-listed ITCEN Group and with exchange operator Wavebridge, and a Korean branch office planned for the first quarter of 2027. It holds a trust licence in Hong Kong and has a fiat-referenced token application pending with Abu Dhabi Global Market.