CSLM Digital Asset Acquisition Corp. III (KOYN) risk factors, FY2025 10-K

CSLM Digital Asset Acquisition Corp. III's FY2025 10-K, filed Mar 19, 2026, lists 61 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
610 groups
Section length
29k wordsItem 1A

CSLM Digital Asset Acquisition Corp. III's biggest risks in the FY2025 10-K

  • Company is a blank check company formed to complete an initial business combination.

The risks most specific to CSLM Digital Asset Acquisition Corp. III

  • Results of Operations and Known Trends or Future Events

    The company has not engaged in any operations or generated any revenues to date, relying entirely on the IPO completed on August 28, 2025.

  • Our liquidity needs have been satisfied prior to the completion of IPO through $25,000 paid by the Sponsor to cover certain of our offering and formation costs in exchange for the issuance of the founder shares to our Sponsor and $300,000 in loans from our Sponsor

    The IPO generated gross proceeds of $230,000,000 from 23,000,000 Units sold at $10.00 per Unit.

  • The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions)

    Management has broad discretion to apply net proceeds toward a business combination with a target having a fair market value of at least 80% of the Trust Account.

  • Administrative Services Agreement

    The company pays the Sponsor $30,000 per month for administrative services, office space, and support until the business combination or liquidation.

  • Item 7A. Quantitative and Qualitative Disclosures about Market Risk

    IPO net proceeds and Trust Account funds are invested in short-term U.S. government treasury obligations and money market funds.

  • For the foregoing reasons, our Board of Directors may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with the Company

    The Board of Directors may have conflicts of interest in evaluating potential target businesses for an initial business combination.

  • Substantial Doubt about the Company’s Ability to Continue as a Going Concern

    The company expects to incur significant costs in pursuit of acquisition plans, raising substantial doubt about its ability to continue as a going concern.

  • As of December 31, 2025 and 2024, the Company had $3,108,288 and $0 in cash and cash equivalents and working capital (deficit) of $2,973,730 and $(58,300), respectively

    As of December 31, 2025, the company had $3,108,288 in cash and cash equivalents and a working capital surplus of $2,973,730.

All 61 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Results of Operations and Known Trends or Future Events
  2. 02Our liquidity needs have been satisfied prior to the completion of IPO through $25,000 paid by the Sponsor to cover certain of our offering and formation costs in exchange for the issuance of the founder shares to our Sponsor and $300,000 in loans from our Sponsor
  3. 03The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions)
  4. 04Promissory Note — Related Party
  5. 05Administrative Services Agreement
  6. 06Critical Accounting Estimates
  7. 07Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  8. 08Evaluation of Disclosure Controls and Procedures
  9. 09Management’s Report on Internal Controls Over Financial Reporting
  10. 10(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
  11. 11Changes in Internal Control over Financial Reporting
  12. 12Dr. Jim Kyung-Soo Liew 57 Director
  13. 13Number, Terms of Office and Election of Officers and Directors
  14. 14For the foregoing reasons, our Board of Directors may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with the Company
  15. 15(1) Includes certain other affiliates and portfolio companies
  16. 16Section 16(a) Beneficial Ownership Reporting Compliance
  17. 17We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment
  18. 18Executive Officers and Director Compensation
  19. 19of Certain Beneficial Owners and Management and Related Shareholder Matters
  20. 20Verition Fund Management LLC(8) 1,222,466 5.1 % - - 1,222,466 3.9 %
  21. 21(4) Represents 20,000 founder shares (or 100,000 in the aggregate) shares transferred by the Sponsor, pursuant to a Securities Transfer Agreement, to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr. Jim Kyung Soo Liew, for the sum of $0.003 per share
  22. 22During the period July 26, 2024 (Inception) through December 31, 2025, the firm of Elliott Davis, PLLC, has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to Elliott Davis, PLLC for services rendered
  23. 23Item 15. Exhibits, Financial Statement Schedules
  24. 24Report of Independent Registered Public Accounting Firm (PCAOB ID: 149) F-2
  25. 25Notes to the Financial Statements F-7
  26. 26104* Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)
  27. 27Title: Co-Chief Executive Officer and Chief Investment Officer
  28. 28Opinion on the Financial Statements
  29. 29Substantial Doubt about the Company’s Ability to Continue as a Going Concern
  30. 30Total Assets $ 236,485,789 $ 35,480
  31. 31Commitments and Contingencies (Note 7)
  32. 32Net loss from operations (861,051 ) (22,820 )
  33. 33Net income (loss) $ 1,847,947 $ (22,820 )
  34. 34Share based compensation expense 559,000 -
  35. 35Net cash used in operating activities (770,100 ) -
  36. 36Net cash used in investing activities (230,000,000 )
  37. 37Cash and cash equivalents – end of period $ 3,108,288 $ -
  38. 38Note 1 — Organization and Business Operations
  39. 39As of December 31, 2025 and 2024, the Company had $3,108,288 and $0 in cash and cash equivalents and working capital (deficit) of $2,973,730 and $(58,300), respectively
  40. 40Emerging Growth Company Status
  41. 41Cash and Cash Equivalents
  42. 42Concentration of Credit Risk
  43. 43Offering Costs Associated with the Initial Public Offering
  44. 44The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature
  45. 45Class A Ordinary Shares Subject to Possible Redemption
  46. 46Gross proceeds from Initial Public Offering $ 230,000,000
  47. 47Offering costs allocated to Public Warrants (340,189 )
  48. 48Net Income (Loss) Per Ordinary Share
  49. 49Basic and diluted net income (loss) per share
  50. 50Total net loss allocated by class $ (6,152,545 ) $ 8,000,492 )
  51. 51Recent Accounting Pronouncements
  52. 52Note 3 — Initial Public Offering
  53. 53Note 4 — Private Placement
  54. 54Note 5 — Segment Information
  55. 55Net income (loss) $ 1,847,947 ) $ (22,820 )
  56. 56Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At December 31, 2025 and 2024, there were no preference shares issued or outstanding
  57. 57Note 9 — Fair Value Measurements
  58. 58Recurring Fair Value Measurements
  59. 59Non-recurring Fair Value Measurements
  60. 60Market adjustment 42.63 %
  61. 61Note 10 — Subsequent Events

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.