false
0002088805
0002088805
2026-02-26
2026-02-26
0002088805
CMIIU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember
2026-02-26
2026-02-26
0002088805
CMIIU:ClassOrdinarySharesParValue0.0001PerShareMember
2026-02-26
2026-02-26
0002088805
CMIIU:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-02-26
2026-02-26
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):
February 26, 2026
Columbus Circle Capital Corp II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43112 |
|
98-1890239 |
(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)
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)) |
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 |
|
CMIIU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CMII |
|
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 |
|
CMIIW |
|
The Nasdaq Stock Market LLC |
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 8.01. Other Events.
Separate Trading of Class A Ordinary Shares
and Warrants
On February 25, 2026, Columbus
Circle Capital Corp II (the “Company”) announced that, commencing on February 27, 2026, the holders of the units issued
in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par
value $0.0001 per share (the “Class A Ordinary Share”), and one-third of one redeemable warrant of the Company (the
“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50
per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants will
be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade on the Nasdaq
Global Market under the symbol “CMIIU.” The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global
Market under the symbols “CMII” and “CMIIW,” respectively. Holders of Units will need to have their brokers contact
Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary
Shares and Warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated February 26, 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 II |
| |
|
|
| |
By: |
/s/ Gary Quin |
| |
|
Name: |
Gary Quin |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Dated: February 26, 2026 |
|
|
Exhibit 99.1
Columbus Circle Capital Corp II Announces the
Separate Trading of its Class A Ordinary Shares and Warrants, Commencing February 27, 2026
New York, NY, Feb. 26, 2026 (GLOBE NEWSWIRE) -- Columbus
Circle Capital Corp II (Nasdaq: CMIIU) (the “Company”) announced today that, commencing February 27, 2026, holders
of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares
and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “CMII”
and “CMIIW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “CMIIU.”
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities of the Company, 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.
About Columbus Circle Capital Corp II
Columbus Circle Capital Corp II 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.
Forward-Looking Statements
This press release may include, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph. 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 Company’s
initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Company Contact
Columbus Circle Capital Corp II
Gary Quin, Chief Executive Officer
gquin@cohencm.com
