CSLM Digital Asset Acquisition Corp III Ltd-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number:001-42818 CSLM Digital Asset Acquisition Corp III, Ltd(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) (954) 315-9381Registrant’s telephone number, including area code: Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 month (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ At June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the ordinary shares of theregistrant had not started trading on Nasdaq. As of March16, 2026, there were 23,891,250 Class A ordinary shares, par value $0.0001, issued and outstanding, and 7,666,667 ClassB ordinary shares, $0.0001 par value, issued and outstanding. Annual Report on Form 10-K for the Fiscal Year Ended December31, 2025PART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS10ITEM 1B.UNRESOLVED STAFF COMMENTS10ITEM 1C.CYBERSECURITY10ITEM 2.PROPERTIES10ITEM 3.LEGAL PROCEEDINGS10ITEM 4.MINE SAFETY DISCLOSURES10PART II11ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES11ITEM 6.[RESERVED]12ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS12ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK18ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA18ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE18ITEM 9A.CONTROLS AND PROCEDURES18ITEM 9B.OTHER INFORMATION19ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS19PART III20ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE20ITEM 11.EXECUTIVE COMPENSATION30ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED SHAREHOLDER MATTERS31ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE32ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES34PART IV36ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES36i FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section27A of the SecuritiesAct of 1933, or the Securities Act, and Section21E of the Securities Exchange Act of 1934, or the Excha