We are a blank check company incorporated on July 26, 2024 under the name “CSLM Acquisition Corporation II, Ltd” as a Cayman Islands exempted company, and re-named “CSLM Digital Asset Acquisition Corp III, Ltd” by special resolution, on May 23, 2025, with no material operations of our own and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination in any business or industry, we expect to focus on sectors aligned with the ongoing digitization of financial infrastructure. These include digital assets, Web3 technologies, financial services infrastructure, and other blockchain-driven business models. Additionally, we will maintain a strong emphasis on companies based in or focused on emerging and frontier markets. Our efforts to identify a potential initial business combination target will focus on companies operating in the “new economy sectors”, which we broadly define as those in technology, financial services, or media and that are located in Frontier Growth Markets (as defined herein). While we may pursue an initial business combination opportunity in any country or sector, we intend to capitalize on decades of experience of our management team and board to identify, acquire and manage a business or businesses that we believe can benefit from their long-established relationships and expertise of having operated a successful investment management business in these regions. Our management team and board have extensive experience in identifying and executing investments at the global scale successfully across a number of sectors, and countries less followed by traditional investment managers. Given our management team and board members’ perspective on technology, quantum computing and other growth industries, having looked at over a thousand acquisition targets over the past decade, we will be examining in particular opportunities in artificial intelligence (“AI”) as well as in the rapidly growing crypto and decentralized finance (“DeFi”) areas. --- Our Sponsor is CSLM Acquisition Sponsor II, Ltd, a Cayman Islands exempted company, which was incorporated on July 26, 2024 to invest in our Company. Although our Sponsor is permitted to undertake any activities permitted under the Companies Act and other applicable law, our Sponsor’s business is focused on investing in our Company. Our Sponsor is managed by its two directors, Charles T. Cassel III and Vikas Mittal and is beneficially owned (i) 51% by Samara CSLM LLC and (ii) 49% by Consilium Investment Capital Inc. Consilium Investment Capital Inc., a Florida corporation, is legally and beneficially owned 50% by Charles T. Cassel III and 50% by Jonathan Binder. Samara CSLM LLC, a Delaware limited liability company, is legally and beneficially owned solely by Vikas Mittal and his immediate family. The economic interests of our Sponsor are currently 100% owned by Samara CSLM LLC and Consilium Investment Capital Inc. Upon the closing of this offering, certain non-managing Sponsor investors will own securities in our Sponsor, as described in this prospectus. Our Sponsor is an affiliate of Consilium Investment Management LLC (“CIM”), an SEC-registered investment management firm headquartered in Fort Lauderdale, Florida. Charles T. Cassel III, our Chief Executive Officer and Jonathan Binder, one of our directors, are principals of CIM. Given our affiliation with CIM, we intend to capitalize on its global platform and investment expertise which we believe, together with the extensive experience of our management team, well positions our Company to be the partner of choice for quality Frontier Growth companies seeking public Sponsorship. CIM will assist with general diligence, administrative, and advisory support we require in the sourcing of potential targets for our initial business combination or in its general role as advisor. However, we have not entered into a formal agreement with CIM and we will not compensate CIM for such services. The founders of CIM have over six decades of experience in Emerging Markets and Frontier Growth Markets. They have deep relationships with companies, management teams, policy makers, and advisors in the space. CIM and its founders have participated in private equity and mezzanine financing transactions and will rely on their broad network in Frontier Growth Markets in order to identify target acquisitions that have the desire to list in the United States and have the infrastructure necessary to comply with regulatory requirements. Our Sponsor is an also affiliate of Meteora, an investment adviser specializing in SPAC-related investments. Vikas Mittal, our Chairman and Chief Financial Officer, is the Managing Member and Chief Investment Officer of Meteora. Meteora will act as an advisor to the Company in connection with this offering and, in such capacity, will provide general diligence, administrative, and advisory support, but has not entered into any formal agreement with the Company and we will not compensate Meteora for such services. Meteora’s principals have previous experience across the full lifecycle of SPACs, from the initial public offering to the de-SPAC business combination process. Meteora will provide resources including a network of relationships, extensive SPAC knowledge base and a standardized SPAC operating system to streamline the business combination process. Meteora’s ability to invest across the entire SPAC capital structure (risk capital, primary market, secondary market, PIPEs, convertible notes and other special situations) has created an end-to-end platform and partner to SPAC sponsors. Furthermore, Meteora has diverse sector experience across digital assets, technology, media & telecommunications, fintech, energy, consumer and retail, business and distribution services, healthcare, aerospace and defense. Meteora believes that its access to numerous private equity and venture capital backed private companies provides a robust pipeline for potential acquisition candidates. Our executive offices are located in Ft. Lauderdale, FL.
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