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Columbus Circle Capital II (COHN) sponsor details 7.67M Class B founder shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Columbus Circle Capital Corp. II reported initial beneficial ownership of 7,666,667 Class B ordinary shares, held by Columbus Circle 2 Sponsor Corp LLC. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis upon, or prior to, the issuer’s initial business combination, subject to adjustments.

The Class B shares include up to 1,000,000 shares that may be forfeited if the underwriters do not fully exercise their over-allotment option. Cohen & Company, LLC, as managing member of the sponsor, holds voting and investment discretion, and Cohen & Company Inc. controls the sponsor through subsidiaries, with both entities disclaiming beneficial ownership except for any pecuniary interest.

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Insider COLUMBUS CIRCLE 2 SPONSOR Corp LLC, Cohen & Company, LLC, Cohen & Co Inc.
Role 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 7,666,667 shares (Direct)
Footnotes (1)
  1. As described in the registration statement on Form S-1 (File No. 333-292861) of Columbus Circle Capital Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. These shares represent the Class B ordinary shares held by Columbus Circle 2 Sponsor Corp LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,000,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement. Cohen & Company, LLC ("Cohen LLC"), the managing member of the Sponsor, holds voting and investment discretion with respect to the securities held of record by the Sponsor. Cohen & Company Inc. ("Cohen") controls, through subsidiaries, the Sponsor. Each of Cohen and Cohen LLC disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
COLUMBUS CIRCLE 2 SPONSOR Corp LLC
(Last) (First) (Middle)
3 COLUMBUS CIRCLE, 24TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2026 		3. Issuer Name and Ticker or Trading Symbol
Columbus Circle Capital Corp II [ CMIIU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares(1) (1) (1) Class A Ordinary Shares 7,666,667(2) (1) D(2)(3)
1. Name and Address of Reporting Person*
COLUMBUS CIRCLE 2 SPONSOR Corp LLC
(Last) (First) (Middle)
3 COLUMBUS CIRCLE, 24TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cohen & Company, LLC
(Last) (First) (Middle)
3 COLUMBUS CIRCLE, 24TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cohen & Co Inc.
(Last) (First) (Middle)
3 COLUMBUS CIRCLE, 24TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-292861) of Columbus Circle Capital Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. These shares represent the Class B ordinary shares held by Columbus Circle 2 Sponsor Corp LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,000,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
3. Cohen & Company, LLC ("Cohen LLC"), the managing member of the Sponsor, holds voting and investment discretion with respect to the securities held of record by the Sponsor. Cohen & Company Inc. ("Cohen") controls, through subsidiaries, the Sponsor. Each of Cohen and Cohen LLC disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly.
/s/ Cohen & Company, LLC, as managing member of Columbus Circle 2 Sponsor Corp LLC by Dennis Crilly, an authorized signatory 02/10/2026
/s/ Cohen & Company Inc., as managing member of Cohen & Company, LLC by Dennis Crilly, an authorized signatory 02/10/2026
/s/ Cohen & Company Inc. by Dennis Crilly, an authorized signatory 02/10/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

What does Columbus Circle 2 Sponsor Corp LLC report on Form 3 for CMIIU?

Columbus Circle 2 Sponsor Corp LLC reports holding 7,666,667 Class B ordinary shares. These founder shares are convertible into Class A ordinary shares on a one-for-one basis in connection with Columbus Circle Capital Corp. II’s initial business combination, subject to specified adjustments described in its Form S-1 registration statement.

How do the Class B ordinary shares of Columbus Circle Capital Corp. II convert?

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis. Conversion occurs at the time of the issuer’s initial business combination or earlier at the holder’s option, with the terms and potential adjustments detailed under “Founder Shares” in the Form S-1.

Are any of the 7,666,667 Class B shares subject to forfeiture for CMIIU?

Yes, up to 1,000,000 of the Class B ordinary shares are subject to forfeiture. Forfeiture occurs if the underwriters of the issuer’s initial public offering do not exercise their over-allotment option in full, as outlined in the company’s registration statement.

What role does Cohen & Company, LLC have in the CMIIU sponsor holdings?

Cohen & Company, LLC is the managing member of the sponsor and has voting and investment discretion. It oversees the securities held of record by Columbus Circle 2 Sponsor Corp LLC but disclaims beneficial ownership beyond any pecuniary interest it may have, directly or indirectly.

Do the Class B ordinary shares of CMIIU have an expiration date?

No, the Class B ordinary shares have no expiration date. They remain outstanding until converted into Class A ordinary shares in connection with the issuer’s initial business combination or an earlier optional conversion by the holder, as described in the company’s Form S-1.