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Cohen & Company (COHN) reports 7.67M sponsor Class B shares in CCCTU

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

Rhea-AI Filing Summary

Columbus Circle 3 Sponsor Corp LLC, together with related entities Cohen & Company, LLC and Cohen & Co Inc., reports initial beneficial ownership of 7,666,667 Class B ordinary shares of Columbus Circle Capital Corp III. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis in connection with the company’s initial business combination or earlier at the holder’s option.

The holding includes up to 1,000,000 Class B shares that may be forfeited if the underwriters of the company’s initial public offering do not fully exercise their over-allotment option. The Class B shares have no expiration date. Cohen & Company, LLC, as managing member of the sponsor, holds voting and investment discretion over the sponsor’s securities, while Cohen & Co Inc. and Cohen & Company, LLC each disclaim beneficial ownership beyond any pecuniary interest.

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Insider COLUMBUS CIRCLE 3 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 (3)
  1. F1. As described in the registration statement on Form S-1 (File No. 333-296208) of Columbus Circle Capital Corp III (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. F2. These shares represent the Class B ordinary shares held by Columbus Circle 3 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. F3. 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.
Sponsor Class B holdings 7,666,667 shares Class B ordinary shares beneficially owned as reported
Shares subject to forfeiture 1,000,000 shares Forfeitable if IPO over-allotment option not fully exercised
Conversion ratio 1-for-1 Class B ordinary shares into Class A ordinary shares
Underlying Class A shares 7,666,667 shares Underlying securities for the Class B ordinary shares
Exercise price $0.00 per share Conversion/exercise price for Class B into Class A shares
Class B ordinary shares financial
"These shares represent the Class B ordinary shares held by Columbus Circle 3 Sponsor Corp LLC"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Founder Shares financial
"under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
over-allotment option financial
"subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
beneficial ownership financial
"disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly"

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FAQ

What insider holdings does the Form 3 show for Columbus Circle Capital Corp III (COHN)?
The Form 3 reports initial beneficial ownership of 7,666,667 Class B ordinary shares. These are held through Columbus Circle 3 Sponsor Corp LLC and related Cohen entities, establishing their sponsor stake ahead of the company’s initial business combination.

How do the Class B ordinary shares in Columbus Circle Capital Corp III (COHN) 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 initial business combination, or earlier at the holder’s option, aligning sponsor equity with public shareholders’ Class A shares.

Are any Columbus Circle Capital Corp III (COHN) sponsor shares subject to forfeiture?
Yes. Up to 1,000,000 of the reported Class B ordinary shares are subject to forfeiture. This happens if the underwriters of the company’s initial public offering do not fully exercise their over-allotment option, which can reduce the sponsor’s ultimate equity stake.

Who controls voting and investment decisions for the Columbus Circle Capital Corp III (COHN) sponsor shares?
Cohen & Company, LLC, as managing member of the sponsor, holds voting and investment discretion over the shares. Cohen & Co Inc. controls the sponsor through subsidiaries, while both entities disclaim beneficial ownership beyond any direct or indirect pecuniary interest.

Do the Class B ordinary shares of Columbus Circle Capital Corp III (COHN) have an expiration date?
The Class B ordinary shares have no expiration date. They remain outstanding until converted into Class A ordinary shares in connection with the initial business combination or an earlier holder‑elected conversion, so their economic rights persist throughout the SPAC’s lifecycle.
SEC Form 3
FORM 3UNITED 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 3 SPONSOR Corp LLC
(Last)(First)(Middle)
3 COLUMBUS CIRCLE, 24TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2026		3. Issuer Name and Ticker or Trading Symbol
Columbus Circle Capital Corp III [ CCCTU ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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 ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1) (1) (1)Class A Ordinary Shares7,666,667(2)(1)D(2)(3)
1. Name and Address of Reporting Person*
COLUMBUS CIRCLE 3 SPONSOR Corp LLC
(Last)(First)(Middle)
3 COLUMBUS CIRCLE, 24TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-296208) of Columbus Circle Capital Corp III (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 3 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 3 Sponsor Corp LLC by Dennis Crilly, an authorized signatory07/08/2026
/s/ Cohen & Company Inc., as managing member of Cohen & Company, LLC by Dennis Crilly, an authorized signatory07/08/2026
/s/ Cohen & Company Inc. by Dennis Crilly, an authorized signatory07/08/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR