KOYN merger with First Digital Group Ltd.
First Digital Group Ltd. (Hong Kong)Revenue $85M (FY2025E company-expected unaudited (stated range US$80-90M; midpoint recorded)) — a projection, not a reported figure.
Announced 2 December 2025.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: First Digital Group Ltd.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
First Digital Group Ltd. (founded 2019 out of Hong Kong trust/custody firm First Digital Trust; restructured under a Gibraltar holdco in 2022; operations centered in Hong Kong SAR) is the group behind FDUSD, self-described as the #3 most-traded stablecoin globally - USD-backed via a Hong Kong-registered bankruptcy-remote trust with segregated reserves at its licensed custodian affiliate and monthly attestations; FDUSD passed $1bn market cap within four months of launch, peaked above $4.4bn in circulation, and claims $2 trillion+ cumulative trading volume. Products beyond the coin: stablecoin-as-a-service, payment rails, custody, minting/redemption APIs, swap services, and a planned 'Finance District' DeFi ecosystem with 'Prism', an agentic AI-payments settlement layer on FDUSD. The company expects ~US$80-90M unaudited revenue for 2025. STATUS: this is a NON-BINDING LETTER OF INTENT ONLY (announced 2025-12-02 with CSLM Digital Asset Acquisition Corp III; no definitive agreement, no disclosed valuation as of 2026-08-15) - every First Digital figure was 'provided solely by First Digital and has not been independently verified by KOYN'. Overhang: First Digital sued Justin Sun for defamation in the HK High Court (writ 2025-04-03) over his public allegations against it (Sun had publicly attacked First Digital's solvency/reserve handling in the TUSD dispute in early 2025).
Founded 2019.
A projection from the deal deck, not a reported figure — read the valuation with that in mind.
First Digital Group Ltd. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what First Digital Group Ltd. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
No revenue multiple can be computed for First Digital Group Ltd. — no enterprise value to strike the multiple on.
No price has been announced for the deal, so there is no number to compare.
No announced deal value, so there is no price to divide.
Projection — a forecast the company made about itself, not money it has earned
FY2025E company-expected unaudited (stated range US$80-90M; midpoint recorded)
Not computable — no enterprise value to strike the multiple on.
$1 of their sales costs $1.63 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 0.15× to 6.37×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- No announced deal value — nothing to strike a multiple on.
- BTGO, OWLS, OPY, GEMI, GPN, USDE, BTFT, SNEX, SDEV, SCHW have no revenue to divide by, so they are shown but left out of the peer median.
The 15 listed companies it is measured against, and why
- CRCL5.67× revenue
Circle Internet Group - the listed pure-play stablecoin issuer (USDC); the direct comparable for FDUSD reserve-float economics and the sector's valuation benchmark.
- BKKT0.25× revenue
Operational comp: Blockchain & Cryptocurrency (NEC); micro-cap ($256m); shares stablecoin, custody, agentic, payments, finance, via with the target's own description; forward EV/Sales 0.2x.
- COIN6.37× revenue
Coinbase - listed digital-asset infrastructure at scale with its own stablecoin economics (USDC revenue share); the institutional-crypto multiple anchor.
- BTGOno revenue multiple
Operational comp: Transaction & Payment Services; shares custody, stablecoin, usd, apis, settlement, self with the target's own description; forward EV/Sales 4.6x.
- GLXY0.15× revenue
Galaxy Digital - diversified digital-asset financial infrastructure; comps the trust/custody/markets side of First Digital's stack.
- OWLSno revenue multiple
Operational comp: Blockchain & Cryptocurrency (NEC); small-cap ($590m); shares stablecoin, coin, kong, hong, settlement, layer with the target's own description; forward EV/Sales 12.6x.
- PYPL1.63× revenue
PayPal - incumbent payments network that issues its own stablecoin (PYUSD); the traditional-rails competitor for cross-border settlement.
- OPYno revenue multiple
Operational comp: Investment Banking & Brokerage Services (NEC); small-cap ($765m); shares kong, hong, trading, finance, trust, public with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- GEMIno revenue multiple
Operational comp: Blockchain & Cryptocurrency (NEC); small-cap ($1.2bn); shares stablecoin, custody, digital, every, backed, globally with the target's own description; forward EV/Sales 4.2x.
- GPNno revenue multiple
Operational comp: Transaction & Payment Services; large-cap ($18.3bn); shares dispute, payments, settlement, payment, globally, digital with the target's own description; forward EV/Sales 3.5x.
- USDEno revenue multiple
Operational comp: Blockchain & Cryptocurrency (NEC); micro-cap ($70m); shares stablecoin, ecosystem, digital, infrastructure, asset, services with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- BTFTno revenue multiple
Operational comp: Investment Banking & Brokerage Services (NEC); shares kong, hong, was, public, ltd, services with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SNEXno revenue multiple
Operational comp: Investment Banking & Brokerage Services (NEC); mid-cap ($5.3bn); shares swap, payments, ecosystem, trading, self, digital with the target's own description; forward EV/Sales 10.0x.
- SDEVno revenue multiple
Operational comp: Blockchain & Cryptocurrency (NEC); small-cap ($711m); shares stablecoin, ecosystem, digital, backed, asset, public with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SCHWno revenue multiple
Operational comp: Investment Banking & Brokerage Services (NEC); mega-cap ($177.5bn); shares custody, trust, registered, traded, trading, asset with the target's own description; forward EV/Sales 6.9x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.