false
--12-31
0002123471
00-0000000
0002123471
2026-07-10
2026-07-10
0002123471
cmiii:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember
2026-07-10
2026-07-10
0002123471
cmiii:ClassOrdinarySharesParValue0.0001PerShareMember
2026-07-10
2026-07-10
0002123471
cmiii:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-07-10
2026-07-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 10, 2026
Columbus Circle
Capital Corp III
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43112 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3 Columbus Circle, 24th Floor
New York, NY 10019
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (646) 792-5600
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CCCTU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CCCT |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
CCCTW |
|
The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On July 8 2026, the registration
statement on Form S-1 (File No. 333-296208; the “Registration Statement”) relating to the initial public offering (the
“IPO”) of Columbus Circle Capital Corp III (the “Company”) was declared effective by the U.S. Securities
and Exchange Commission (the “Commission”).
On July 10, 2026, the Company
consummated its IPO of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the full exercise
by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the
Company of $230,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class
A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”),
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement:
| |
● |
An Underwriting Agreement, dated July 8, 2026, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC, as representatives of the several underwriters (the “Representatives”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
● |
A Business Combination Marketing Agreement, dated July 8, 2026, by and between the Company and the Representatives, a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. |
| |
● |
A Warrant Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
● |
An Investment Management Trust Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
● |
A Registration Rights Agreement, dated July 8, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Units Purchase Agreement, dated July 8, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and Columbus Circle 3 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Units Purchase Agreement, dated July 8, 2026 (the “Representatives’ Private Placement Units Purchase Agreement”), by and between the Company and the Representatives, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
● |
A Letter Agreement, dated July 8, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
● |
An Administrative Services Agreement, dated July 8, 2026, by and between the Company and Cohen & Company, LLC, an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| |
● |
Indemnity Agreements, dated July 8, 2026 (each, an “Indemnity Agreement”), by and among the Company and each director and executive officer of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
The material terms of such agreements are fully
described in the Company’s final prospectus, dated July 8, 2026, as filed with the Commission on July 9, 2026 (the “Prospectus”)
and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Representatives’ Private Placement Units
Purchase Agreement, the Company completed the private sale of an aggregate of 665,000 units (the “Private Placement Units”)
to the Sponsor and the Representatives, with each Private Placement Unit consisting of one Class A ordinary share and one third of one
redeemable Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $10.00 per Private Placement
Unit, or $6,650,000 in the aggregate. Of the 665,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement Units and
the Representatives purchased 400,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to
the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were
paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2026, in connection
with the IPO, Garrett Curran, Alberto Alsina Gonzalez, Matthew Murphy and Marc Spiegel (collectively with Gary Quin, the “Directors”)
were appointed to the board of directors of the Company (the “Board”). Garrett Curran, Alberto Alsina Gonzalez, Matthew
Murphy and Marc Spiegel are independent directors. Effective July 9, 2026, each of Mr. Spiegel, Mr. Alsina Gonzalez and Mr. Curran
was appointed to the Board’s Audit Committee, with Mr. Curran serving as chair of the Audit Committee. Mr. Alsina Gonzalez
and Mr. Curran were appointed to the Board’s Compensation Committee, with Mr. Alsina Gonzalez serving as chair of the Compensation
Committee.
Following the appointment
of the Directors, the Board is comprised of three classes. The term of office of the first class of Directors, which consists of Messrs. Alsina
Gonzalez and Murphy, will expire at the Company’s first annual general meeting of shareholders. The term of office of the second
class of Directors, which consists of Mr. Spiegel and Mr. Curran, will expire at the Company’s second annual general meeting
of shareholders. The term of office of the third class of Directors, which consists of Mr. Quin, will expire at the Company’s
third annual general meeting of shareholders.
On July 8, 2026, in connection
with their appointments to the Board, each Director and the Company’s officers entered into the Letter Agreement as well as an Indemnity
Agreement with the Company. Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person
pursuant to which they were appointed as Directors, nor are they party to any transactions required to be disclosed under Item 404(a)
of Regulation S-K involving the Company.
The foregoing descriptions
of the Letter Agreement and the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and the form of indemnity agreement, copies of which are attached as Exhibits 10.5 and 10.7 hereto, respectively,
and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.
On July 8, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July 8, 2026. The terms
of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein
by reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is
qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached
as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $230,000,000 of
the proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may
be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not
be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from
the closing of the IPO (or by such earlier liquidation date as the Company’s Board may approve), subject to applicable law, and
(iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s
Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the
Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or
with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On July 8, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On July 10, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated July 8, 2026, by and between the Company and the Representatives, as representatives of the several underwriters. |
| |
|
|
| 1.2 |
|
Business Combination Marketing Agreement, dated July 8, 2026, by and between the Company and the Representatives. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated July 8, 2026, by and among the Company and certain security holders. |
| |
|
|
| 10.3 |
|
Sponsor Private Placement Units Purchase Agreement, dated July 8, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Representatives’ Private Placement Units Purchase Agreement, dated July 8, 2026, by and between the Company and the Representatives. |
| |
|
|
| 10.5 |
|
Letter Agreement, dated July 8, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated July 8, 2026, by and between the Company and Cohen & Company, LLC, an affiliate of the Sponsor. |
| |
|
|
| 10.7 |
|
Form of Indemnity Agreement. |
| |
|
|
| 99.1 |
|
Press Release, dated July 8, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated July 10, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
COLUMBUS CIRCLE CAPITAL CORP III |
| |
|
|
| |
By: |
/s/ Gary Quin |
| |
|
Name: |
Gary Quin |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Dated: July 10, 2026 |
|
|
Exhibit 99.1
Columbus
Circle Capital Corp III Announces Pricing of $200,000,000 Initial Public Offering
New
York, NY, July 08, 2026 (GLOBE NEWSWIRE) – Columbus Circle Capital Corp III (NASDAQ: CCCTU) (the “Company”)
today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The Company’s units
are expected to be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “CCCTU” and will begin
trading on July 9, 2026. Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant, with
each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain
adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities
comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols
“CCCT” and “CCCTW,” respectively. The Company has granted the underwriters a 45-day option to purchase up to
an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any. The closing of the offering is anticipated
to take place on or about July 10, 2026, subject to customary closing conditions.
The
Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination
target in any industry or geographical location. The Company’s management team is led by Gary Quin, its Chief Executive Officer
and Chairman of the Board of Directors, and Joseph W. Pooler, Jr., its Chief Financial Officer. Garrett Curran, Alberto Alsina Gonzalez,
Marc Spiegel and Matthew Murphy are independent directors.
Cohen
& Company Capital Markets, a division of Cohen & Company Securities, LLC, is acting as the lead book-running manager for the
offering. Clear Street LLC is acting as joint book-runner. Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP are serving as legal
counsel to the Company, and Loeb & Loeb LLP is serving as legal counsel to the underwriters.
A
registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission
(“SEC”) on July 8, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer
to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Cohen & Company
Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
Copies of the registration statement can be accessed for free through the SEC’s website at www.sec.gov.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the initial public
offering and the search for an initial business combination. No assurance can be given that such offering will be completed on the terms
described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the
offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date
of this press release, except as required by law.
Contact
Information:
Columbus
Circle Capital Corp III
Gary Quin, Chief Executive Officer
gquin@cohencm.com
Exhibit 99.2
Columbus
Circle Capital Corp. III and Cohen & Company Inc. Announce Completion of $230,000,000 Initial Public Offering
New
York, NY, July 10, 2026 (GLOBE NEWSWIRE) – Columbus Circle Capital Corp. III (Nasdaq: CCCTU) (the “Company”) and Cohen
& Company Inc. (NYSE American: COHN) (“Cohen & Company”) today announced the closing of the Company’s initial
public offering of 23,000,000 units, which included 3,000,000 units issued pursuant to the full exercise by the underwriters of their
over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $230,000,000.
The
Company’s units began trading on the Nasdaq Global Market (“Nasdaq”) on July 9, 2026, under the ticker symbol “CCCTU.”
Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant, with each whole warrant entitling
the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin
separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “CCCT” and
“CCCTW,” respectively.
Cohen
& Company Capital Markets, a division of Cohen & Company Securities, LLC, acted as the lead book-running manager for the offering.
Clear Street LLC acted as joint book-runner. Ellenoff Grossman & Schole LLP, and Ogier (Cayman) LLP, served as legal counsel to the
Company, and Loeb & Loeb LLP served as legal counsel to the underwriters. A subsidiary of Cohen & Company also acted as sponsor
of the Company.
A
registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission
(the “SEC”) on July 8 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
offering was made only by means of a prospectus, copies of which may be obtained from Cohen & Company Capital Markets, 3 Columbus
Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com. Copies of the registration
statement can be accessed for free through the SEC’s website at www.sec.gov.
Of
the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $230,000,000
was placed in the Company’s trust account for the benefit of the Company’s public shareholders. An audited balance sheet
of the Company as of July 10, 2026 reflecting receipt of the proceeds upon consummation of the initial public offering and the private
placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the SEC.
About
Columbus Circle Capital Corp. III
The
Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination
target in any industry or geographical location. The Company’s management team is led by Gary Quin, its Chief Executive Officer
and Chairman of the Board of Directors, and Joseph W. Pooler, Jr., its Chief Financial Officer. Garrett Curran, Alberto Alsina Gonzalez,
Marc Spiegel and Matthew Murphy are independent directors.
About
Cohen & Company Inc.
Cohen
& Company is a financial services company specializing in an expanding range of capital markets and asset management services. Cohen
& Company’s operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment
consists of sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory
services, operating primarily through Cohen & Company’s subsidiaries, Cohen & Company Securities, LLC (“Cohen Securities”)
in the United States and Cohen & Company Financial (Europe) S.A. in Europe. A division of Cohen Securities, Cohen & Company Capital
Markets (“CCM”) is the Cohen & Company’s full-service boutique investment bank providing capital markets and SPAC
advisory services to corporations, financial sponsors, investors, and institutions. The Capital Markets business segment also includes
investment returns on financial instruments that Cohen & Company has received as consideration for investment banking and new issue
services provided by CCM. The Asset Management segment manages and services assets through investment funds, managed accounts, joint
ventures, and collateralized debt obligations. As of March 31, 2026, Cohen & Company had approximately $1.3 billion of assets under
management in primarily fixed income assets in a variety of asset classes including European bank and insurance trust preferred securities,
debt issued by small and medium sized European, U.S., and Bermudian insurance and reinsurance companies, and servicing commercial real
estate loans. The Principal Investing segment is comprised primarily of investments Cohen & Company has made for the purpose of earning
an investment return rather than investments made to support its trading or other capital markets business activity. For more information,
please visit www.cohenandcompany.com.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the search for
an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for
the offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date
of this press release, except as required by law.
Contact
Information:
Columbus
Circle Capital Corp III
Gary Quin, Chief Executive Officer
gquin@cohencm.com
Cohen
& Company Inc.
Joseph W. Pooler, Jr.
investorrelations@cohenandcompany.com
