SEC Form SCHEDULE 13G filed by CSLM Digital Asset Acquisition Corp III
$KOYN
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
CSLM Digital Asset Acquisition Corp III, Ltd (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G2584S101 (CUSIP Number) |
08/26/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G2584S101 |
| 1 | Names of Reporting Persons
CSLM Acquisition Sponsor II, Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,141,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), is the record holder of the 8,141,667 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 575,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 7,566,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 575,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated August 26, 2025, by and between the Sponsor and CSLM Digital Asset Acquisition Corp III, Ltd (the "Issuer"). Each unit consists of one Class A Ordinary Share and one-half of one redeemable warrant (each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment). Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units.
SCHEDULE 13G
|
| CUSIP No. | G2584S101 |
| 1 | Names of Reporting Persons
Charles T. Cassel III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,141,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), is the record holder of the 8,141,667 Ordinary Shares (defined below) reported in Items 6, 8 and 9 consisting of (a) 575,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 7,566,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 575,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated August 26, 2025, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one-half of one redeemable warrant (each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment). Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units. The legal and beneficial owners of the Sponsor are: (i) Consilium Investment Capital, Inc., which is owned and controlled by Charles T Cassel III and Jonathan M. Binder and (ii) Samara CSLM, LLC which is owned and controlled by Vikas Mittal. By virtue of their shared control over the manager of the Sponsor, Mr. Cassel, Mr. Binder, and Mr. Vittal may be deemed to beneficially own shares held by the Sponsor. Mr. Cassel disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
SCHEDULE 13G
|
| CUSIP No. | G2584S101 |
| 1 | Names of Reporting Persons
Jonathan Binder | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,141,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), is the record holder of the 8,141,667 Ordinary Shares (defined below) reported in Items 6, 8 and 9 consisting of (a) 575,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 7,566,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 575,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated August 26, 2025, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one-half of one redeemable warrant (each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment). Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units. The legal and beneficial owners of the Sponsor are: (i) Consilium Investment Capital, Inc., which is owned and controlled by Charles T Cassel III and Jonathan M. Binder and (ii) Samara CSLM, LLC which is owned and controlled by Vikas Mittal. By virtue of their shared control over the manager of the Sponsor, Mr. Cassel, Mr. Binder, and Mr. Vittal may be deemed to beneficially own shares held by the Sponsor. Mr. Binder disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
SCHEDULE 13G
|
| CUSIP No. | G2584S101 |
| 1 | Names of Reporting Persons
Vikas Mittal | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,141,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), is the record holder of the 8,141,667 Ordinary Shares (defined below) reported in Items 6, 8 and 9 consisting of (a) 575,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 7,566,667 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 575,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated August 26, 2025, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one-half of one redeemable warrant (each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment). Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units. The legal and beneficial owners of the Sponsor are: (i) Consilium Investment Capital, Inc., which is owned and controlled by Charles T Cassel III and Jonathan M. Binder and (ii) Samara CSLM, LLC which is owned and controlled by Vikas Mittal. By virtue of their shared control over the manager of the Sponsor, Mr. Cassel, Mr. Binder, and Mr. Vittal may be deemed to beneficially own shares held by the Sponsor. Mr. Mittal disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
CSLM Digital Asset Acquisition Corp III, Ltd | |
| (b) | Address of issuer's principal executive offices:
2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL 33308 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), Charles T. Cassel III, (ii) Jonathan Binder and (iii) Vikas Mittal. The Sponsor, Charles T. Cassel III, Jonathan Binder and Vikas Mittal have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Sponsor, Charles T. Cassel III, Jonathan Binder and Vikas Mittal have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Sponsor, Charles T. Cassel III, Jonathan Binder and Vikas Mittal are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein. | |
| (b) | Address or principal business office or, if none, residence:
c/o CSLM Acquisition Sponsor II, Ltd, 2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL 33308 | |
| (c) | Citizenship:
(i) CSLM Acquisition Sponsor II, Ltd - Cayman Islands
(ii) Charles T. Cassell III- United States
(iii) Jonatha Binder - United States
(iv) Vikas Mittal - United States | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G2584S101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
8,141,667 Ordinary Shares consisting of (i) 575,000 Class A Ordinary Shares and (ii) 7,566,667 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units owned of record by CSLM Acquisition Sponsor II, Ltd (the "Sponsor"). The Sponsor is the record holder of the Ordinary Shares reported herein. The legal and beneficial owners of the Sponsor are: (i) Consilium Investment Capital, Inc., which is owned and controlled by Charles T Cassel III and Jonathan M. Binder and (ii) Samara CSLM, LLC which is owned and controlled by Vikas Mittal. By virtue of their shared control over the manager of the Sponsor, Mr. Cassel, Mr. Binder, and Mr. Vittal may be deemed to beneficially own shares held by the Sponsor. Each of Charles T. Cassel III, Jonathan Binder and Vikas Mittal, disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. | |
| (b) | Percent of class:
25.8% (based on 31,557,917 Ordinary Shares outstanding as reported in the Issuer's final prospectus dated August 27, 2025). | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), is the record holder of the 8,141,667 Ordinary Shares reported herein consisting of (i) 575,000 Class A Ordinary Shares and (ii) 7,566,667 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units owned of record by the Sponsor. The legal and beneficial owners of the Sponsor are: (i) Consilium Investment Capital, Inc., which is owned and controlled by Charles T Cassel III and Jonathan M. Binder and (ii) Samara CSLM, LLC which is owned and controlled by Vikas Mittal. By virtue of their shared control over the manager of the Sponsor, Mr. Cassel, Mr. Binder, and Mr. Vittal may be deemed to beneficially own shares held by the Sponsor. Each of Charles T. Cassel III, Jonathan Binder and Vikas Mittal, disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. | ||
| (ii) Shared power to vote or to direct the vote:
CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), is the record holder of the 8,141,667 Ordinary Shares reported herein consisting of (i) 575,000 Class A Ordinary Shares and (ii) 7,566,667 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units owned of record by the Sponsor. The legal and beneficial owners of the Sponsor are: (i) Consilium Investment Capital, Inc., which is owned and controlled by Charles T Cassel III and Jonathan M. Binder and (ii) Samara CSLM, LLC which is owned and controlled by Vikas Mittal. By virtue of their shared control over the manager of the Sponsor, Mr. Cassel, Mr. Binder, and Mr. Vittal may be deemed to beneficially own shares held by the Sponsor. Each of Charles T. Cassel III, Jonathan Binder and Vikas Mittal, disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. | ||
| (iii) Sole power to dispose or to direct the disposition of:
CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), is the record holder of the 8,141,667 Ordinary Shares reported herein consisting of (i) 575,000 Class A Ordinary Shares and (ii) 7,566,667 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units owned of record by the Sponsor. The legal and beneficial owners of the Sponsor are: (i) Consilium Investment Capital, Inc., which is owned and controlled by Charles T Cassel III and Jonathan M. Binder and (ii) Samara CSLM, LLC which is owned and controlled by Vikas Mittal. By virtue of their shared control over the manager of the Sponsor, Mr. Cassel, Mr. Binder, and Mr. Vittal may be deemed to beneficially own shares held by the Sponsor. Each of Charles T. Cassel III, Jonathan Binder and Vikas Mittal, disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. | ||
| (iv) Shared power to dispose or to direct the disposition of:
CSLM Acquisition Sponsor II, Ltd (the "Sponsor"), is the record holder of the 8,141,667 Ordinary Shares reported herein consisting of (i) 575,000 Class A Ordinary Shares and (ii) 7,566,667 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Excludes the 287,500 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units owned of record by the Sponsor. The legal and beneficial owners of the Sponsor are: (i) Consilium Investment Capital, Inc., which is owned and controlled by Charles T Cassel III and Jonathan M. Binder and (ii) Samara CSLM, LLC which is owned and controlled by Vikas Mittal. By virtue of their shared control over the manager of the Sponsor, Mr. Cassel, Mr. Binder, and Mr. Vittal may be deemed to beneficially own shares held by the Sponsor. Each of Charles T. Cassel III, Jonathan Binder and Vikas Mittal, disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k) |