CSLM Digital Asset Acquisition Corp III Ltd-A美股招股说明书(2025-08-27版)

CSLM Digital Asset Acquisition Corp III, Ltd20,000,000 Units CSLM Digital Asset Acquisition Corp III, Ltd, a Cayman Islands exempted company (formerly known as, CSLM AcquisitionCorporation II, Ltd) (the “Company”), is a newly organized blank check company or special purpose acquisition company (“SPAC”)formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization orsimilar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial businesscombination.” We have not selected any specific business combination target. To date, our efforts have been limited to organizationalactivities as well as activities related to this offering. Our efforts to identify a potential initial business combination target will focus oncompanies operating in the “new economy sectors,” which we broadly define as those in technology, financial services, or media andthat are located in Frontier Growth Markets (as defined herein). While we may pursue an initial business combination opportunity inany country or sector, we intend to capitalize on the decades of experience of our management team and board to identify, acquire andmanage a business or businesses that we believe can benefit from their long-established relationships and expertise of having operateda successful investment management business in these regions. Our management team and board have a decades-long track record ofinvesting across emerging markets and deep networks within the crypto, digital asset, and technology ecosystems. We believe we arewell-positioned to identify businesses that are building core infrastructure such as wallets, custody, exchanges, data protocols, andtokenized financial instruments as well as real-world applications of blockchain and distributed ledger technologies, including inpayments, DeFi (as defined herein), and cross-border finance. We also believe that emerging and frontier markets provide fertile ground for digital asset adoption given their youngerdemographics, fragmented financial systems, and lower existing penetration of legacy infrastructure. We are particularly interested inopportunities that combine strong local execution with global crypto-native scalability. For example, CSLM Acquisition Corp. has entered into a definitive agreement with Fusemachines, an AI company focused onemerging market talent development. In this company, we are expanding this mandate to include crypto-native, token-enabled, orblockchain-infrastructure-oriented companies with real-world traction. This is an initial public offering of our securities. We are offering 20,000,000 units at an offering price of $10.00 each. Each unitconsists of one Class A ordinary share and one-half of one redeemable warrant. We refer herein to the units sold in this offering as our“public units,” and the components thereof as our “public shares,” and “public warrants,” respectively. Each whole warrant entitles theholder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus.Each warrant will become exercisable 30 days after the completion of our initial business combination, and will expire on the fifthanniversary of the completion of our initial business combination, or earlier upon redemption or liquidation as described in thisprospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. As a result, you mustpurchase at least two units in order to validly exercise your warrants. We have also granted our underwriter, Cohen & CompanyCapital Markets, a division of Cohen & Company Securities, LLC (“CCM”), a 45-day option to purchase up to an additional3,000,000 units solely to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or voteagainst, our initial business combination, all or a portion of their Class A ordinary shares that are sold as part of the public units in thisoffering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days priorto the consummation of our initial business combination, including interest earned on the funds held in the trust account, less taxespayable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.See“Summary—The Offering—Redemption rights for public shareholders upon completion of our initial businesscombination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initialbusiness combination” for more information. Table of Contents Notwithstanding the foregoing redemption rights, if we seek sh