Columbus Circle Capital Corp II

Columbus Circle Capital Corp II (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated on April 3, 2025, in the Cayman Islands, with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The Company has not yet selected a specific Business Combination target and has generated no operating revenues to date, nor does it expect to until the consummation of its initial Business Combination ². The Company's business strategy is focused 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 ³. The Company is affiliated with Cohen, a financial services company specializing in capital markets, asset management, and principal investing ⁴.

The core business model of Columbus Circle Capital Corp II is to identify and acquire a target business, thereby taking it public. The Company generates no recurring revenue and its income is non-operating, primarily in the form of interest income on investments held in its Trust Account ⁵. The primary customer segments are the target businesses seeking to become public entities through a merger or similar business combination. The Company offers target businesses an alternative to a traditional initial public offering, aiming for a more expeditious and cost-effective method to becoming public ⁶.

The Company's strategy targets industries including artificial intelligence (AI) and digital infrastructure, sports, media and entertainment, healthcare, energy transition, mining, and cryptocurrency ⁷. Within AI and digital infrastructure, the industry is projected to contribute $15.7 trillion to global GDP by 2030, with a CAGR of 36.6% from 2024 to 2030 ⁸. 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 ⁹. The global healthcare industry is estimated to have reached $5.0 trillion in annual U.S. health expenditure in 2024, with U.S. healthcare expenditure projected to reach 19.7% of GDP by 2032 and a projected 2028 U.S. healthcare EBITDA of $987 billion ¹⁰. The energy transition sector 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 ¹¹. 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 reached $102.2 billion in 2024 ¹². The 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 ¹³.

For the period from April 3, 2025 (inception) through December 31, 2025, the Company reported a net loss of $46,064 ¹⁴, which consisted entirely of general and administrative costs ¹⁵. As of December 31, 2025, the Company had no cash ¹⁶ and a working capital deficit of $169,035 ¹⁷. The balance sheet shows prepaid expenses of $6,013 ¹⁸ and deferred offering costs of $147,971 ¹⁹, totaling $153,984 in assets ²⁰. Liabilities included accrued offering costs of $2,890 ²¹ and a promissory note to a related party of $172,158 ²², totaling $175,048 in liabilities ²³. Shareholder's deficit was $(21,064) ²⁴, comprising Class B Ordinary Shares of $767 ²⁵, additional paid-in capital of $24,233 ²⁶, and an accumulated deficit of $(46,064) ²⁷. Basic and diluted net loss per share for the period was $(0.01) ²⁸, based on 6,666,667 Class B Ordinary Shares outstanding ²⁹.

Following the Initial Public Offering (IPO) on February 12, 2026, the Company consummated the sale of 23,000,000 Public Units at $10.00 per unit, generating gross proceeds of $230,000,000 ³⁰. Simultaneously, 665,000 Private Placement Units were sold at $10.00 per unit, generating gross proceeds of $6,650,000 ³¹. A total of $230,000,000 from the IPO and Private Placement proceeds was placed in a U.S.-based Trust Account ³². 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 ³³. The Sponsor funded an additional $185,446 to cover offering and operating expenses on February 12, 2026, which was repaid on the same day ³⁴.

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 ³⁵. If the Business Combination is not consummated by this deadline, the Company will terminate its existence and distribute all amounts in the Trust Account ³⁶. 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 in the Trust Account and potentially affecting its Nasdaq listing ³⁷. The Nasdaq Rules also require SPACs to complete their initial Business Combination within 36 months following the effectiveness of its initial public offering registration statement ³⁸.

The Company's growth strategy is centered on identifying attractive and undervalued opportunities in private and public markets across the EMEA and LatAm regions, with a particular focus on businesses that would benefit from redomiciling to the U.S. market for enhanced capital access and a larger consumer base ³⁹. The Company has identified several target industries for Business Combinations, including artificial intelligence (AI) and digital infrastructure, sports, media and entertainment, healthcare, energy transition, mining, and cryptocurrency ⁴⁰. The AI and digital infrastructure industries are projected to see rapid growth, with AI expected to contribute $15.7 trillion to global GDP by 2030, representing a 14% increase, and a CAGR of 36.6% from 2024 to 2030 ⁴¹. The global sports market is projected to reach $680 billion by 2028, and the overall entertainment and media market is expected to exceed $3.4 trillion, with OTT video streaming platforms showing a projected CAGR of 7.4% from 2023 to 2028 ⁴². The U.S. healthcare expenditure is estimated at $5.0 trillion in 2024, projected to reach 19.7% of GDP by 2032, with a projected 2028 U.S. healthcare EBITDA of $987 billion ⁴³. The energy transition sector 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 ⁴⁴. 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 ⁴⁵. The 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 ⁴⁶. The Company believes its Management Team's networks and experience provide competitive advantages in deal sourcing, securing strategic partnerships, and accessing capital ⁴⁷.

Operationally, 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 its acquisition plans ⁴⁸. The Company's liquidity needs are currently met by funds held outside the Trust Account, which amounted to approximately $1,665,000 after the IPO, and working capital of $1,512,494 ⁴⁹. These funds are primarily for identifying and evaluating target businesses, performing due diligence, and negotiating and completing a Business Combination ⁵⁰. The Company does not anticipate needing to raise additional funds for its operating business expenditures, but acknowledges that if its cost estimates are insufficient, it may need further financing to complete a Business Combination or if a significant number of Public Shares are redeemed ⁵¹. The Sponsor, or affiliates, may provide Working Capital Loans up to $1,500,000, which could be converted into units of the post-Business Combination entity at $10.00 per unit ⁵².

Regarding capital allocation, the Company has placed $230,000,000 from the IPO and Private Placement proceeds into a Trust Account, which will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds ⁵³. The Company may instruct the trustee to liquidate these investments and hold funds in an interest-bearing demand deposit account to mitigate the risk of being deemed an investment company ⁵⁴. The Company has not paid any cash dividends to date and does not intend to prior to the completion of its initial Business Combination ⁵⁵. Future dividend payments will depend on revenues, earnings, capital requirements, and financial condition post-Business Combination, and may be limited by restrictive covenants from any incurred indebtedness ⁵⁶. The Company has no equity compensation plans ⁵⁷.

The Company faces structural headwinds and execution risks, including the possibility of not completing its initial Business Combination within the Combination Period, which would lead to liquidation and redemption of Public Shares ⁵⁸. The increasing number of SPACs may lead to scarcer attractive targets and increased competition, potentially raising acquisition costs or making targets less interested due to negative public perception of SPAC mergers ⁵⁹. Geopolitical conditions and armed conflicts, such as those in Ukraine and the Middle East, could materially adversely affect the search for a target business and the operations of a post-Business Combination company, leading to market disruptions, volatility in commodity prices, and supply chain interruptions ⁶⁰. Changes in laws or regulations, including those affecting international trade policies, tariffs, and treaties, could also adversely impact the Company's business and ability to complete a Business Combination ⁶¹.

The Company faces material risks including the inherent uncertainty of completing an initial Business Combination within the Combination Period, which, if unsuccessful, would lead to liquidation and redemption of Public Shares, with Warrants expiring worthless ⁶². There is significant competition for attractive target businesses from other SPACs, private equity groups, and public companies, which could lead to increased acquisition costs or make targets less willing to engage with SPACs due to negative public perception ⁶³. The Company's ability to obtain additional financing for a Business Combination or for the target's operations and growth is not assured, and any equity or convertible debt issuances could result in significant dilution to Public Shareholders ⁶⁴. Geopolitical instability, such as the ongoing Russia-Ukraine conflict and the Middle East conflicts involving the United States, Israel, and Iran, could cause market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks, all of which could adversely affect the Company's search for a Business Combination and the operations of any target business ⁶⁵. Changes in laws or regulations, including those related to international trade policies, tariffs, and treaties, could also materially adversely affect the Company's business ⁶⁶. Furthermore, the Company's status as a blank check company with no operating history means shareholders have a limited basis to evaluate its ability to achieve its business objective ⁶⁷. The Company's Public Shareholders may experience material dilution if the $1,500,000 in working capital loans is fully advanced by the Sponsor and converted into Private Placement Units at $10.00 per unit, resulting in the Sponsor receiving an additional 150,000 private Class A Ordinary Shares and 50,000 Private Placement Warrants exercisable at $11.50 per Class A Ordinary Share ⁶⁸.

Management's message to shareholders emphasizes the Company's status as a blank check company formed to effect a Business Combination, with efforts to date limited to organizational activities, IPO-related activities, and searching for a target ⁶⁹. They highlight the Company's strategy of identifying attractive and undervalued opportunities in private and public markets across EMEA and LatAm, particularly those that would benefit from redomiciling to the U.S. market for greater capital access and a larger consumer base ⁷⁰. Management believes their team's networks and experience provide specific competitive advantages in deal sourcing, securing strategic partnerships, and accessing capital ⁷¹. A key strategic priority is to complete an initial Business Combination by February 12, 2028 ⁷². Management also notes that the Company will not generate operating revenues until after the completion of its initial Business Combination and expects to incur increased expenses as a public company ⁷³.