Columbus Circle Capital Corp II

Columbus Circle Capital Corp II (the "Company") is a blank check company incorporated on April 3, 2025, as a Cayman Islands exempted company, formed with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The Company has not generated any operating revenues to date and does not expect to do so until the consummation of its initial Business Combination ². Its efforts have been limited to organizational activities, activities related to its Initial Public Offering (IPO), and searching for a Business Combination target ³. The Company may pursue an initial Business Combination in any business or industry, but its business strategy focuses on identifying attractive and undervalued opportunities in private and public markets across the EMEA (Europe, Middle East, and Africa) and LatAm (Latin America) regions, particularly those that would benefit from redomiciling into the U.S. market for greater capital access and a larger consumer base ⁴.

The Company's core business model is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an IPO to acquire an existing private company, thereby taking it public. Revenue generation is not expected until after the initial Business Combination is completed ⁵. The primary customer segments are the target businesses seeking to become public entities and benefit from access to U.S. capital markets ⁶. The Company aims to provide a more expeditious and cost-effective method for target businesses to go public compared to a traditional IPO ⁷.

The Company's business strategy emphasizes identifying opportunities in several "Target Industries," including artificial intelligence (AI) and digital infrastructure, sports, media and entertainment, healthcare, energy transition, mining, and cryptocurrency ⁸. The AI and digital infrastructure industries are projected to contribute $15.7 trillion to global GDP by 2030, growing at a CAGR of 36.6% from 2024 to 2030 ⁹. The global sports market is projected to reach $680 billion by 2028, while the overall entertainment and media market is expected to exceed $3.4 trillion, with OTT video streaming platforms growing at a CAGR of 7.4% from 2023 to 2028 ¹⁰. U.S. health expenditure reached an estimated $5.0 trillion in 2024 and is projected to reach 19.7% of GDP by 2032, with a projected 2028 U.S. healthcare EBITDA of $987 billion ¹¹. The global energy transition market is projected to reach $2.8 trillion in 2024 and grow at a CAGR of 9.7% from 2024 to 2031, reaching $5.4 trillion ¹². The global mining market is projected to reach $3.0 trillion by 2029, with a CAGR of 5.7% from 2025 to 2029, and mining M&A transaction value was $102.2 billion in 2024 ¹³. The global cryptocurrency market is projected to grow to $15.4 billion by 2032, with an annual growth rate of 13.1% from 2024 to 2032, and global users are projected to reach 861 million by 2025 ¹⁴.

For the period from April 3, 2025 (inception) through December 31, 2025, the Company reported a net loss of $46,064 ¹⁵, which consisted entirely of general and administrative costs ¹⁶. As of December 31, 2025, the Company had no cash ¹⁷ and a working capital deficit of $169,035 ¹⁸. Total assets were $153,984 ¹⁹, and total liabilities were $175,048 ²⁰. Shareholder's deficit amounted to $(21,064) ²¹. Basic and diluted net loss per share for the period was $(0.01) ²², based on 6,666,667 basic and diluted weighted average Class B Ordinary Shares outstanding ²³. No cash was used in operating activities for the period ²⁴.

Following the IPO on February 12, 2026, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Option Units from the full exercise of the Over-Allotment Option, at a price of $10.00 per Public Unit, generating gross proceeds of $230,000,000 ²⁵. Simultaneously, 665,000 Private Placement Units were sold to the Sponsor and Representatives at $10.00 per unit, generating gross proceeds of $6,650,000 ²⁶. A total of $230,000,000 from the IPO and Private Placement proceeds was placed in a Trust Account ²⁷. The Company incurred IPO fees of $5,014,442, consisting of a $4,000,000 cash underwriting fee and $1,014,442 of other offering costs ²⁸. After the IPO, the Company had cash held outside the Trust Account of approximately $1,665,000 and working capital of $1,512,494 ²⁹.

During the period, the Sponsor made a capital contribution of $25,000 for 7,666,667 Class B Ordinary Shares ³⁰. The Sponsor also loaned the Company up to $300,000 under an IPO Promissory Note to cover IPO expenses ³¹, of which $172,158 was borrowed and fully repaid on February 12, 2026 ³². On February 6, 2026, the Sponsor transferred membership interests equivalent to 250,000 Class B Ordinary Shares to five independent directors for their services ³³. Following Adam Back's resignation on February 12, 2026, 50,000 Class B Ordinary Shares were forfeited, leaving 200,000 Class B Ordinary Share equivalents outstanding for the directors ³⁴. The fair value of these remaining shares was $298,000, or $1.49 per share, based on a marketable value of $9.91 per founder share and a 15% probability of closing an initial Business Combination as of February 12, 2026 ³⁵.

The Company's primary objective is to complete an initial Business Combination by February 12, 2028, which is 24 months from the closing of its Initial Public Offering ³⁶. If the Business Combination is not consummated by this deadline, the Company will terminate its existence and distribute all amounts in the Trust Account ³⁷. The Company may seek to extend this Combination Period, but such an extension would require shareholder approval and could lead to redemptions, decreasing the amount held in the Trust Account and potentially affecting its Nasdaq listing ³⁸. The Nasdaq Rules also require SPACs to complete their initial Business Combination within 36 months, and failure to meet this requirement could result in suspension of trading and delisting ³⁹.

The Company's growth strategy is entirely dependent on identifying and acquiring a suitable target business. It plans to focus on attractive and undervalued opportunities in private and public markets across EMEA and LatAm regions, particularly those that would benefit from redomiciling to the U.S. market for enhanced capital access and a larger consumer base ⁴⁰. Key growth sectors identified include artificial intelligence (AI) and digital infrastructure, sports, media and entertainment, healthcare, energy transition, mining, and cryptocurrency ⁴¹. The Company believes its Management Team's networks among private companies, financial sponsors, and family offices will enable it to identify high-potential investment opportunities and provide access to capital for strategic initiatives ⁴².

The operational outlook is centered on the efficient execution of the Business Combination process. The Company expects to incur increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to identifying a target ⁴³. The Company's liquidity needs for operations prior to a Business Combination are expected to be met by the approximately $1,665,000 of cash held outside the Trust Account following the IPO ⁴⁴. These funds will be used to identify and evaluate target businesses, perform due diligence, and cover transaction costs ⁴⁵.

Regarding capital allocation, the Company intends to use substantially all of the $230,000,000 held in the Trust Account, including any interest earned (net of taxes and excluding the Marketing Fee), to complete its Business Combination ⁴⁶. If additional financing is needed, the Company may issue additional securities or incur debt, which could dilute Public Shareholders ⁴⁷. Up to $1,500,000 of Working Capital Loans from the Sponsor or affiliates may be converted into units of the post-Business Combination entity at a price of $10.00 per unit ⁴⁸. The Company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination ⁴⁹.

The Company explicitly flags several structural headwinds and execution risks. Significant competition from other SPACs, private equity groups, and public companies for attractive target businesses may increase the cost of a Business Combination or make it difficult to find a suitable target ⁵⁰. The ability of Public Shareholders to redeem a large number of shares and the payment of the $9,800,000 Marketing Fee could reduce available resources for the Business Combination and dilute Public Shareholders' investment ⁵¹. The requirement to complete a Business Combination within the Combination Period may give target businesses leverage in negotiations and limit due diligence time ⁵².

Geopolitical and macro factors are also identified as potential constraints. Current global geopolitical conditions and armed conflicts in Ukraine, Russia, and the Middle East, as well as other events like natural disasters and health crises, could materially adversely affect the search for a target business and the operations of a post-combination company ⁵³. These disruptions could lead to market volatility, supply chain interruptions, and increased cyber-attacks, impacting the ability to raise equity or debt financing on acceptable terms ⁵⁴. Changes in laws or regulations, including international trade policies, tariffs, and treaties, may also adversely affect the business ⁵⁵.

The Company faces material risks including its status as a blank check company with no operating history, making it difficult for shareholders to evaluate its ability to achieve its business objective of completing an initial Business Combination ⁵⁶. There is a significant risk that the Company may not complete its initial Business Combination within the Combination Period of 24 months from the IPO closing (February 12, 2028), which would result in liquidation and redemption of Public Shares, with Warrants expiring worthless ⁵⁷. Competition for attractive target businesses is increasing due to numerous other SPACs, private equity groups, and public companies, potentially leading to higher acquisition costs or an inability to find a suitable target ⁵⁸. The ability of Public Shareholders to redeem a large number of shares could reduce the resources available for the Business Combination and dilute remaining Public Shareholders' investment ⁵⁹, especially given the $9,800,000 Marketing Fee payable upon completion of a Business Combination ⁶⁰. Geopolitical instability, such as conflicts in Ukraine and the Middle East, can cause market disruptions, volatility in commodity prices, and supply chain interruptions, which may adversely affect the search for a target and the operations of a post-combination business ⁶¹. Changes in laws or regulations, including those related to international trade policies, tariffs, and treaties, could also materially impact the Company's ability to complete a Business Combination ⁶². Furthermore, the Company's reliance on its officers and directors, who also have fiduciary or contractual obligations to other entities, presents potential conflicts of interest in allocating time and presenting Business Combination opportunities ⁶³. Cybersecurity incidents, while not yet experienced, pose a risk to the Trust Account investments and bank deposits, and the Company's limited resources for data security protection could lead to financial loss ⁶⁴.

Management's overall tone emphasizes the Company's strategic focus on identifying attractive and undervalued opportunities in private and public markets across EMEA and LatAm regions, with a particular interest in businesses that could benefit from redomiciling to the U.S. market for greater capital access and a larger consumer base ⁶⁵. They highlight their Management Team's extensive networks among private companies, financial sponsors, and family offices as a key competitive advantage for deal sourcing and access to capital ⁶⁶. The Company's strategic priorities include leveraging its team's operational and financial expertise across target industries such as AI and digital infrastructure, sports, media and entertainment, healthcare, energy transition, mining, and cryptocurrency ⁶⁷. Management also stresses the importance of its ability to provide potential PIPE/alternative capital to targets through its connections with financial investors ⁶⁸. They acknowledge the critical deadline of February 12, 2028, to consummate an initial Business Combination ⁶⁹, and the potential need for additional financing if the cash portion of a purchase price exceeds available funds or if significant redemptions occur ⁷⁰.