What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-13 · 74 added, 63 removed, 89 unchanged (61% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise stated or the context otherwise requires, references in this quarterly report to (i) the “Company,” “us,” or “we” are to CSLM Digital Acquisition Corp.

Unless otherwise stated or the context

otherwise requires, references in this quarterly report to (i) the “Company,” “us,” or “we” are

to CSLM Digital Asset Acquisition Corp.

III, Ltd, a Cayman Islands exempted company;

(ii) “founder shares” are to shares of our Class B ordinary shares initially purchased by our Sponsor in a private placement prior to our Initial Public Offering, and the shares of our Class A ordinary shares issued upon the conversion thereof;

and (iii) “Sponsor” are to CSLM Acquisition Sponsor II, Ltd, a Delaware limited liability company.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

(ii) “founder shares” are to shares

of our Class B ordinary shares initially purchased by our Sponsor in a private placement prior to our Initial Public Offering, and

the shares of our Class A ordinary shares issued upon the conversion thereof;

and (iii) “Sponsor” are to CSLM

Acquisition Sponsor II, Ltd, a Delaware limited liability company.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and

the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended

December 31, 2025.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us.

We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private units, our shares, debt or a combination of cash, shares and debt.

We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private units, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, our shares, debt or a combination of cash, shares and debt.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt.

The issuance of additional ordinary shares or the creation of one or more classes of preference shares during our initial business combination:

may significantly dilute the equity interest of investors in this offering who would not have pre-emption rights in respect of any such issue;

may significantly dilute the equity interest of investors in the IPO who would not have pre-emption rights in respect of any such issue;

may subordinate the rights of holders of ordinary shares if the rights, preferences, designations and limitations attaching to the preference shares are senior to those afforded our ordinary shares;

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements as of September 30, 2025, we had $3,526,414 in cash, $230,876,657 of treasury securities held in the Trust Account, and working capital of $3,482,424.

Further, we expect to incur significant costs in the pursuit of our acquisition plans.

As indicated in the accompanying unaudited

condensed financial statements as of March 31, 2026 and December 31, 2025, we had $2,802,146 and $3,108,288 in cash and cash

equivalents, respectively, $235,300,119 and $233,253,391 of treasury securities held in the Trust Account, respectively, and working

capital of $2,288,673 and $2,973,730, respectively.

Further, we expect to incur significant costs in the pursuit of our acquisition

We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

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We have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering that closed on August 28, 2025.

Following the Initial Public Offering, we will not generate any operating revenues until after completion of our initial business combination.

We will generate non-operating income in the form of interest income on cash, cash equivalents, and treasury securities held in the Trust Account and dividend income on marketable securities held in the Trust Account after the Initial Public Offering.

After the Initial Public Offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Our only activities since inception have been organizational activities and those necessary to prepare for the IPO that closed on August 28, 2025.

Following the IPO, we will not generate any operating revenues until after completion of our initial business combination.

After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2026, we had net income of $1,343,177.

Net income was comprised of $2,046,728 of interest income on Trust Account and $25,475 of interest income on money market mutual fund, offset by $689,750 of general and administrative expenses, $18,493 of insurance expense and $20,783 of listing fees.

For the three months ended March 31, 2025, we had net loss of $31,587.

Net loss was comprised of $31,587 of formation, general and administrative expenses.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering 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.

On August 28, 2025, the Company consummated the initial public offering (the “Initial Public Offering”) of 23,000,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 891,250 Private Units at a price of $10.00 per Private Unit, in a private placement to the Sponsor and CCM, the representative of the underwriter in the Initial Public Offering, generating gross proceeds of $8,912,550.

Each Private Unit consists of one Class A ordinary share and one-half of one Private Placement.

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 approximately $270,394 in borrowings under an unsecured promissory note from the Sponsor, which was repaid in full at the closing of the IPO.

Following the IPO, our liquidity needs have been satisfied from the cash held outside our Trust Account generated from the net proceeds of the IPO and private placement.

On August 28, 2025, the Company consummated the IPO of 23,000,000 Units, including the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

Each Unit consists of one Class A Ordinary Share and one-half of one Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment).

Simultaneously with the closing of the IPO, the Company consummated the sale of 891,250 Private Units at a price of $10.00 per Private Unit, in a private placement to the Sponsor and CCM, the representative of the underwriter in the IPO, generating gross proceeds of $8,912,500.

Each Private Unit consists of one Class A ordinary share and one-half of one Private Placement Warrant.

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Transaction costs amounted to $14,245,395, consisting of $4,600,000 of cash underwriting fee, up to $9,200,000 of deferred underwriting fee (based on the percentage of funds remaining in the Trust Account after redemptions of public shares in accordance with the Underwriting Agreement between the Company and CCM), and $445,395 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering 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).

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).

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

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There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering, an aggregate of $10.00 per Unit sold in the Initial Public Offering, or $230,000,000, from the net proceeds of the sale of the Units and the Private Units, was placed in a Trust Account and is initially invested only in U.S.

Following the closing of the IPO, an aggregate of $10.00 per Unit sold in the IPO, or $230,000,000, from the net proceeds of the sale of the Units and the Private Units, was placed in a Trust Account and is initially invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

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To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

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To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We believe that the amount cash not held in the Trust Account raised in connection with the consummation of the Initial Public Offering and the private placement will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time.

We believe that the amount of cash not held in the Trust Account raised in connection with the consummation of the IPO and the private placement will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time.

Over this time period, we will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

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Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of September 30, 2025, we had $3,526,414 in cash and working capital of $3,482,424.

As of March 31, 2026 and December 31, 2025, we had $2,802,146 and $3,108,288 in cash and cash equivalents, respectively, and working capital of $2,288,673 and $2,973,730 respectively.

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

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In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding to the Sponsor, resulting in a price per share of approximately $0.003 per share.

Our Sponsor transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr.

Our Sponsor transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the IPO, 20,000 founder shares (or 100,000 in the aggregate) 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.

The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 100,000 founder shares as compensation costs upon the consummation of the Initial Public Offering.

The fair value of the founder shares at their grant date, July 25, 2025, was $5.59 per founder share, or an aggregate value of $559,000 for the 100,000 transferred founder shares.

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Promissory Note — Related Party

Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public

Offering (the “Promissory Note”).

The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i)

the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public

The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering and

private placement.

The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”).

The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering.

The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering and private placement.

Prior to repayment, the Company had borrowed $270,394, under the Promissory Note.

The Company paid $272,716 to

the Sponsor, resulting in an overpayment of $2,322 that is recorded as a related party receivable.

As such, as of September 30, 2025

and December 31, 2024, the Company had $0 and $11,394 outstanding under the Promissory Note, respectively.

The Promissory note is no

longer available for drawdown subsequent to the close of the Initial Public Offering.

The Company paid $272,716 to the Sponsor, resulting in an overpayment of $2,322 that was recorded as a related party receivable and repaid in full as of December 31, 2025.

The Promissory note is no longer available for drawdown subsequent to the close of the Initial Public Offering.

Accordingly, no amounts are outstanding under the Promissory Note as of March 31, 2026 and December 31, 2025.

Due to Related Party

The Sponsor transferred $35,000 in cash to the Company during the three months ended March 31, 2026.

As such, the due to related party balance is $35,000.

The Company intends to repay the amount in full to the Sponsor.

No amounts are due to related party as of December 31, 2025.

Administrative Services Agreement

on the effective date of the Registration Statement of which this prospectus forms a part, the Company entered into an agreement

with our Sponsor to pay an aggregate of $30,000 per month for company administration, office space, utilities, and secretarial and

administrative support.

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the

$30,000 per month fee.

The Company has recorded $34,839 for the three and nine months ended September 30, 2025 and has paid no

amounts under the agreement as of September 30, 2025, resulting in a $34,839 accrual as of September 30, 2025 that is

recorded to accrued expenses on the consolidated balance sheets.

No amounts were accrued as of December 31, 2024 as the agreement was not yet in effect.

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $30,000 per month for company administration, office space, utilities, and secretarial and administrative support.

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $30,000 per month fee.

For the three months ended March 31, 2026 and 2025, the Company recorded $90,000 and $0, respectively, and has paid $213,871 and $123,871 under the agreement as of March 31, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding.

Consulting Agreements

On November 10, 2025, the Company entered into consulting agreements with Ryan Gentry and Vikas Mittal (the “Consulting Agreements”) pursuant to which Mr.

Gentry and Mr.

Mittal agreed to provide the Company with consulting services, which may include but are not limited to, assisting with analysis and advice regarding the potential investment opportunities for special purpose acquisition companies, accounting and bookkeeping, and administrative support.

Pursuant to the terms of the Consulting Agreements, Mr.

Gentry is entitled to a consulting fee of $12,500 per month and Mr.

Mittal is entitled to a consulting fee of $17,500 per month, payable at the end of each monthly period.

The Consulting Agreements will terminate automatically upon completion of a business combination by the Company, unless sooner terminated by either party subject to the terms and conditions therein.

For the three months ended March 31, 2026, the Company incurred $87,650 and paid $60,000, resulting in an outstanding balance of $27,650 under the Consulting Agreements as of March 31, 2026.

Related Party Loans

order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the

Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a

non-interest basis (the “Working Capital Loans”).

If we complete an initial Business Combination, the Company would

repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use amounts held

outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at

the option of the lender.

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”).

If we complete an initial Business Combination, the Company would repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender.

Such units would be identical to the Private Units.

Except as set forth above, the terms of such loans, if

any, have not been determined and no written agreements exist with respect to such loans.

As of September 30, 2025 and December 31, 2024, no such

Working Capital Loans were outstanding.

Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Contractual Obligations

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Actual results could materially differ from those estimates.

We have not identified any critical accounting estimates as of September 30, 2025.

We have not identified any critical accounting estimates as of March 31, 2026.

Recent Accounting Standards

Refer to Note 2 – Significant Accounting Policies in Part I.

Financial Statements.

Refer to Note 2 – Significant Accounting Policies in the Notes to the Financial Statements.

Quantitative and Qualitative Disclosures About Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis