Glazer Capital challenges BRR–ProCap BTC SPAC deal structure

Rhea-AI Filing Summary

Glazer Capital, LLC filed an exempt solicitation regarding Columbus Circle Capital Corp. I’s proposed business combination with ProCap BTC. Glazer Capital states it currently intends to vote against the transaction as structured, arguing it is not in public shareholders’ best interests. They have suggested one path to improve alignment would be to materially reduce the Sponsor’s promote shares and certain transaction-related fees, reallocating some of that value to public shareholders who do not redeem and to preferred stockholders. These discussions are described as preliminary and non-binding. Glazer Capital also notes it may redeem some or all of its shares, adjust its voting intentions, or change its position through additional purchases, sales, short selling or hedging, while indicating it has no other present plans covered by Item 4(a)-(j) of Schedule 13D.

Insights

SPAC and shareholder activism analyst

Glazer Capital signals opposition to the current ProCap BTC SPAC merger terms.

Glazer Capital, a reporting shareholder in Columbus Circle Capital Corp. I, states it intends to vote against the proposed business combination with ProCap BTC in its current form. The firm explicitly says it does not believe the transaction, as structured, is in public shareholders’ best interests, which is a clear governance and valuation signal around the de‑SPAC deal.

The communication outlines a potential framework to realign incentives by materially reducing the Sponsor’s promote shares and certain transaction-related fees. A portion of the economics could be redirected to public shareholders who do not redeem and to preferred stockholders, which, if adopted, would shift value among stakeholder groups and may affect redemption dynamics. All of these discussions are described as preliminary and non-binding.

Glazer Capital also highlights flexibility in its future actions, including voting, redeeming, buying or selling common stock, and using short selling or hedging strategies. This indicates that actual outcomes will depend on how the Issuer, the Sponsor, the Target and shareholders respond ahead of the shareholder vote related to the business combination.

U.S. Securities and Exchange Commission
Washington, DC 20549

NOTICE OF EXEMPT SOLICITATION

1. Name of the Registrant:

Columbus Circle Capital Corp. I (the “Issuer”)

2. Name of persons relying on exemption:

Glazer Capital, LLC (“Glazer Capital” or the “Reporting Persons”)

3. Address of persons relying on exemption:

250 West 55th Street, Suite 30A, New York, New York 10019.

4. Written materials. Attach written material required to be submitted pursuant to Rule 14a-6(g)(1)

Glazer Capital filed the following statements, in relevant part, on Schedule 13D with the Securities and Exchange Commission on November 18, 2025.

This is not a solicitation of authority to vote any proxy. Glazer Capital is not asking for your proxy card and will not accept proxy cards if sent.

The Reporting Persons initially acquired the securities of the Issuer because they believed that they represented an attractive investment opportunity.

The Reporting Persons do not believe that the proposed business combination between the Issuer and ProCap BTC (the “Target”), as currently structured, is in the best interests of public shareholders. Notwithstanding this view, the Reporting Persons remain open to engaging constructively with the Issuer, the Sponsor, and the Target to explore potential modifications to the proposed business combination or related terms that could make the transaction more attractive and accretive for all stakeholders.

The Reporting Persons have communicated to the Target that one potential path to improving the alignment of interests among all stakeholders includes materially reducing the Sponsor’s promote shares and certain transaction-related fees, with a view toward redistributing a portion of such economics to (i) a pool allocated to public shareholders who elect not to redeem their shares in connection with the proposed business combination, and (ii) the preferred stockholders. The Reporting Persons believe that exploring such a reallocation framework could enhance the attractiveness of the proposed business combination, improve capital structure stability, and create a more balanced outcome for public and preferred investors. These discussions remain preliminary, non-binding, and subject to further evaluation by all relevant parties.

At this time, the Reporting Persons intend to vote against the proposed business combination in its present form. The Reporting Persons also reserve the right to redeem some or all of their shares in connection with the shareholder vote related to the business combination or change their voting intentions or any such redemption decisions. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors of the Issuer, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to its investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or selling shares of Common Stock, and/or engaging in short selling of, or hedging, or similar transactions with respect to the shares of Common Stock.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D and have no intent or reserve any right with respect to any such matters.

FAQ

What is Glazer Capital’s position on Columbus Circle Capital Corp. I’s merger with ProCap BTC (BRR)?

Glazer Capital states it does not believe the proposed business combination with ProCap BTC is in the best interests of public shareholders as currently structured and currently intends to vote against it.

What changes does Glazer Capital suggest for the Columbus Circle–ProCap BTC transaction?

Glazer Capital has discussed a framework that includes materially reducing the Sponsor’s promote shares and certain transaction-related fees, with some of that value reallocated to public shareholders who do not redeem and to preferred stockholders.

Are Glazer Capital’s discussions with Columbus Circle Capital Corp. I and ProCap BTC binding?

No. The communication states that any discussions about modifying the proposed business combination or reallocating economics are preliminary and non-binding and subject to further evaluation by all relevant parties.

How does Glazer Capital plan to vote its shares in Columbus Circle Capital Corp. I (BRR)?

Glazer Capital currently intends to vote against the proposed business combination in its present form but reserves the right to change its voting intentions.

Can Glazer Capital redeem its Columbus Circle Capital Corp. I shares in the ProCap BTC deal?

Yes. Glazer Capital explicitly reserves the right to redeem some or all of its shares in connection with the shareholder vote on the proposed business combination.

What other actions might Glazer Capital take regarding its investment in Columbus Circle Capital Corp. I?

Glazer Capital may, depending on various factors, purchase additional shares, sell shares, or engage in short selling, hedging, or similar transactions involving the common stock.

Does Glazer Capital have other plans related to Columbus Circle Capital Corp. I under Item 4 of Schedule 13D?

Apart from the matters described, Glazer Capital states it has no present plan or proposal relating to any of the matters in subparagraphs (a)–(j) of Item 4 of Schedule 13D.