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CSLM Digital Asset (KOYN) issues 2025 PFIC data for U.S. shareholders

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8-K

Rhea-AI Filing Summary

CSLM Digital Asset Acquisition Corp III, Ltd has made its PFIC Annual Information Statement for fiscal year 2025 available on its website and as Exhibit 99.1 to a current report. The statement supports U.S. shareholders in preparing Form 8621 related to passive foreign investment company tax rules.

The PFIC statement reports ordinary earnings of $0.0011226332 per share per day and no net capital gain per share per day. It also notes no cash and no fair market value of property for PFIC reporting purposes. Investors are advised to consult their own tax advisors regarding application of the PFIC rules.

Positive

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Negative

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Ordinary earnings per share per day $0.0011226332 PFIC Annual Information Statement for fiscal year 2025
Net capital gain per share per day None PFIC Annual Information Statement for fiscal year 2025
Cash for PFIC purposes None PFIC Annual Information Statement additional information
Fair market value of property None PFIC Annual Information Statement additional information
Warrant exercise price $11.50 per share Warrants exercisable for one Class A ordinary share
Class A par value $0.0001 per share Class A ordinary shares description
PFIC Annual Information Statement financial
"CSLM DIGITAL ASSET ACQUISITION CORP III, LTD PFIC Annual Information Statement"
Passive Foreign Investment Company financial
"Name of Passive Foreign Investment Company: CSLM Digital Asset Acquisition Corp III, Ltd"
A passive foreign investment company (PFIC) is a foreign corporation that, under U.S. tax rules, earns mostly passive income (like dividends, interest, rents, or royalties) or holds mostly passive assets. For U.S. investors, owning stock in a PFIC can trigger special, often punitive tax treatment and extra reporting requirements, which can raise the investor’s tax bill and reduce after‑tax returns—think of an unexpected tax surcharge that changes the real payoff of the investment.
Form 8621 financial
"In order to assist in the preparation of Form 8621, the above-named entity provides the following information"
Qualified Electing Fund financial
"Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund"
A qualified electing fund (QEF) is a foreign investment vehicle that provides enough annual tax information so a U.S. investor can choose to be taxed each year on their share of the fund’s income. Making this election is like agreeing to pay a modest, regular bill instead of risking a large, punitive charge later: it changes when and how income is taxed, reducing surprise penalties and making after‑tax returns and tax planning more predictable for investors.
InLine XBRL technical
"Cover Page Interactive Data File (embedded within the InLine XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 9, 2026

 

CSLM DIGITAL ASSET ACQUISITION CORP III, LTD

(Exact name of registrant as specified in its charter)

 

000-00000

Cayman Islands   001-42818   N/A
(State or other jurisdiction of
incorporation or organization)		   (Commission
File Number)		   (I.R.S. Employer
Identification Number)

 

2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL		   33308
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 207-0090

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☑

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant   KOYNU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   KOYN   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   KOYNW   The Nasdaq Stock Market LLC

 

 

 

 

 

 

Item 8.01. Other Events.

 

On April 9, 2026, CSLM Digital Asset Acquisition Corp III, Ltd has made available on its website the PFIC Annual Information Statement for fiscal year 2025, which is attached as Exhibit 99.1 to this Current Report on Form 8-K. The statement may be accessed at www.koynspac.com. Investors are encouraged to consult their own tax advisors regarding the application of the PFIC rules.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   CSLM Digital Asset Acquisition Corp III, Ltd PFIC Annual Statement — Class A
104   Cover Page Interactive Data File (embedded within the InLine XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 9, 2026 CSLM DIGITAL ASSET ACQUISITION CORP III, LTD
     
  By: /s/ Vikas Mittal
  Name:  Vikas Mittal
  Title: Chief Financial Officer

 

2

 

Exhibit 99.1

 

CSLM DIGITAL ASSET ACQUISITION CORP III, LTD

PFIC Annual Information Statement

 

This statement is provided for shareholders who are United States persons. In order to assist in the preparation of Form 8621, the above-named entity (“the Company”) provides the following information:

 

(1)This Information Statement applies to the taxable period of the Company beginning on August 28, 2025 and ending on December 31, 2025 (the “Period”).

 

(2)A U.S. person who is a direct or indirect Shareholder of the Class A Public ordinary shares may compute his or her per-share per-day ordinary earnings and net capital gain of the Company attributable to these ordinary shares for the Period, as follows:

 

Ordinary Earnings per share per day:   $0.0011226332
Net Capital Gain per share per day:   None

 

(3)The amount of cash and fair market value of other property distributed or deemed distributed by the Company to a Shareholder of the Class A Public ordinary shares during the Period may be computed as follows:

 

Cash:   None
Fair Market Value of Property:   None

 

(4)The Company will permit a Shareholder to inspect and copy the Company’s permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts and the Shareholder’s pro rata share thereof.

 

  Date: April 8, 2026     By: /s/ Vikas Mittal
            Vikas Mittal (Apr 8, 2026 16:38:20 EDT)
          Title: Chief Financial Officer and Co-Chief Executive Officer

 

Additional Information

 

The following additional information is supplied to enable you to complete Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund):

 

Name of Passive Foreign Investment Company:   CSLM Digital Asset Acquisition Corp III, Ltd
     
Address:   Forbes Hare Trust Company Limited
    Cassia Court, Suite 716
   

10 Market Street, Camana Bay

Grand Cayman, Cayman Islands

KY1-9006

     
Employer Identification Number:   N/A
     
Country of Incorporation:   Cayman Islands
     
Year of Incorporation:   2024

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did CSLM Digital Asset Acquisition Corp III (KOYN) announce in this 8-K?

CSLM Digital Asset Acquisition Corp III made its 2025 PFIC Annual Information Statement available on its website and as Exhibit 99.1. This helps U.S. shareholders gather required data for Form 8621 related to passive foreign investment company tax reporting.

What PFIC ordinary earnings does CSLM Digital Asset (KOYN) report per share per day?

The PFIC Annual Information Statement reports ordinary earnings of $0.0011226332 per share per day. This figure is intended for U.S. shareholders to use when completing IRS Form 8621 for the 2025 fiscal year under the passive foreign investment company rules.

Does the CSLM Digital Asset (KOYN) PFIC statement show any net capital gain per share per day?

The PFIC Annual Information Statement shows no net capital gain per share per day. Only ordinary earnings of $0.0011226332 per share per day are reported for 2025, simplifying the capital gain portion of U.S. shareholders’ Form 8621 calculations.

What cash and property values are disclosed in CSLM Digital Asset’s PFIC statement?

The PFIC statement reports no cash and no fair market value of property for PFIC reporting purposes. These disclosures are part of the information provided to help U.S. shareholders complete IRS Form 8621 for the 2025 fiscal year accurately.

Where can KOYN investors access CSLM Digital Asset’s 2025 PFIC Annual Information Statement?

Investors can access the 2025 PFIC Annual Information Statement on the company’s website at www.koynspac.com and as Exhibit 99.1 to the current report. The company also encourages shareholders to consult their own tax advisors regarding PFIC rule application.

What U.S. tax form is CSLM Digital Asset’s PFIC statement intended to support?

The PFIC Annual Information Statement is intended to assist U.S. shareholders in preparing IRS Form 8621. That form is the Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund, required for certain foreign investment holdings.

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