[144] Intuitive Surgical Inc. SEC Filing

Rhea-AI Filing Summary

Columbus Circle Capital Corp I (CCCM) filed an 8-K dated 28 Jul 2025 announcing execution of the First Amendment to its 23 Jun 2025 Business Combination Agreement with ProCap Financial and related entities. The amendment reallocates 15% of the “Adjustment Shares”—Pubco common stock to be calculated on a $516.5 million multiple and Bitcoin price movement—from ProCap unitholders to CCCM’s non-redeeming public shareholders. It also corrects scrivener’s errors; all other terms of the BCA remain unchanged.

The change is designed to incent shareholders to keep their shares through closing, potentially lowering redemption pressure ahead of the planned de-SPAC. A joint press release (Ex. 99.1) was furnished but not filed; the full amendment is provided as Ex. 2.1. CCCM and Pubco intend to file a Form S-4 registration statement containing the proxy/prospectus for shareholder approval. No financial results, valuation revisions or closing timeline updates were included.

Positive

• 15% of Adjustment Shares redirected to non-redeeming public shareholders, enhancing their post-merger stake and potentially curbing redemptions.

Negative

• Dilution for ProCap unitholders indicates management concern over redemption risk.
• Deal economics remain tied to Bitcoin price volatility, adding uncertainty.

Insights

SPAC Analyst

TL;DR: 15% of Adjustment Shares shift to public holders, sweetening terms and targeting lower redemptions.

Analysis: Moving a meaningful slice of contingent equity from ProCap insiders to CCCM’s non-redeeming shareholders improves the public float and aligns incentives ahead of the vote. Because Adjustment Shares scale with Bitcoin pricing, the give-up underscores management’s urgency to secure sufficient cash in trust. Although no valuation metrics changed, the amendment modestly enhances deal optics and could reduce redemption-related cash leakage, a common SPAC hurdle. Overall, it’s incrementally positive for current CCCM holders.

Risk Analyst

TL;DR: Share shift helps retention but highlights redemption concern; deal still faces crypto-linked volatility.

While the amendment rewards loyal shareholders, it dilutes ProCap unitholders and signals apprehension over potential high redemptions. Completion is still subject to shareholder approval, SEC review of the pending S-4, and Bitcoin price fluctuations baked into the Adjustment Share formula. Numerous forward-looking statements and risk factors reaffirm that regulatory hurdles, crypto volatility and listing approvals could derail timing or economics. Net impact is neutral until redemption levels are known.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	7893	3935755.26	358476506	07/28/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/28/2025	Stock Option Exercise	ISSUER			7893	07/28/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did CCCM announce in the 8-K filed on 28 July 2025?

It executed a First Amendment to the Business Combination Agreement, reallocating 15% of Adjustment Shares to non-redeeming public shareholders and correcting errors.

How many Adjustment Shares are affected by the amendment?

15% of the total Adjustment Shares, the exact number to be set at closing based on a $516.5 million multiple and Bitcoin price change.

Why were the shares reallocated to CCCM public shareholders?

To incentivize shareholders not to redeem their shares, thus preserving cash in trust for the de-SPAC transaction.

Does the amendment change the overall terms of the ProCap merger?

No, except for the share reallocation and scrivener’s corrections, the original BCA dated 23 Jun 2025 remains in full force.

What exhibits were included with this 8-K filing?

Ex. 2.1 First Amendment to the BCA, Ex. 99.1 joint press release, and Ex. 104 cover-page XBRL data file.

What is the next regulatory step for the Business Combination?

CCCM and Pubco plan to file a Form S-4 containing a proxy statement/prospectus for shareholder approval.