Columbus Circle Capital Corp II Issues Financial Statement: Key Details for Investors

Overview and Structure

Columbus Circle Capital Corp II (“the Company”) is a blank check company, incorporated in the Cayman Islands on April 3, 2025, for the purpose of effecting a merger, share exchange, asset acquisition, or similar business combination with one or more businesses. As of February 12, 2026, the Company has not commenced commercial operations and remains focused on identifying and completing an initial business combination.

Initial Public Offering (IPO) and Capital Position

• IPO Completion: On February 12, 2026, the Company completed its IPO, issuing 23,000,000 units (including full exercise of the underwriters’ over-allotment option) at \$10.00 per unit for gross proceeds of \$230,000,000.
• Trust Account: The net proceeds, along with a portion of proceeds from the sale of 665,000 private placement units (\$6,650,000), were deposited into a trust account, totaling \$230,000,000. These funds are to be used solely for an eventual business combination or shareholder redemptions.
• Balance Sheet Highlights:
  • Cash: \$1,664,554
  • Prepaid expenses and insurance: \$131,440
  • Total assets: \$231,848,494
  • Class A ordinary shares subject to redemption: \$230,000,000
  • Shareholders’ equity: \$1,564,994
• Liquidity: The Company has sufficient liquidity to cover operating expenses and working capital needs for at least one year post-IPO. No working capital loans were outstanding as of the reporting date.

Share Structure and Redemption Rights

• Class A Ordinary Shares: 23,000,000 shares subject to possible redemption, recorded as temporary equity at a redemption value of \$10.00 per share.
• Class B Founder Shares: 7,666,667 shares issued to the Sponsor for \$25,000. These are convertible on a one-for-one basis into Class A shares upon completion of a business combination.
• Redemption Feature: Shareholders have the right to redeem their shares for cash at the completion of a business combination or if the Company fails to consummate a deal within 24 months of IPO. If no business combination occurs, the Company will liquidate and return funds from the trust account to public shareholders.

Warrants and Private Placement Units

• Public Warrants: 7,666,667 issued, each entitling holders to buy one Class A ordinary share at \$11.50. Warrants become exercisable 30 days after a business combination and expire five years after, or earlier upon redemption or liquidation.
• Private Placement Warrants: 221,667 issued as part of private placement units. These have similar terms but are subject to transfer restrictions and registration rights.
• Valuation: The fair value of public warrants is \$0.26 per warrant, determined by a binomial lattice model using assumptions such as 20% volatility, 3.7% risk-free rate, and a 15% probability of business combination.

Key Commitments and Contingencies

• Business Combination Requirement: The target must have a fair market value of at least 80% of the net trust account balance (excluding deferred underwriting commissions and taxes).
• Completion Window: If the Company fails to complete a business combination within 24 months from IPO, it will redeem public shares and liquidate.
• Sponsor Liability: The Sponsor is liable for claims that reduce trust account funds below \$10.00 per share (except for claims by parties who waive their rights to the trust funds or underwriter indemnities).
• Registration Rights: Holders of founder shares, private placement units, and units issued upon conversion of working capital loans are entitled to make up to three demand registrations and have piggyback registration rights.
• Business Combination Marketing Fee: CCM and Clear Street, as advisors, will receive a \$9,800,000 fee upon completion of a business combination, based on the amount remaining in the trust after redemptions.
• Risks and Uncertainties: The Company’s ability to complete a business combination may be affected by macroeconomic factors, regulatory changes, geopolitical instability, and market conditions.

Related Party Transactions

• Administrative Agreement: The Company pays \$10,000/month to an affiliate of the Sponsor for office space and administrative support, terminating upon completion or liquidation.
• Stock-Based Compensation: 200,000 founder shares were transferred to independent directors, valued at \$298,000. Recognition of compensation expense is contingent on completion of a business combination.
• Promissory Note: Sponsor loaned up to \$300,000 for IPO expenses, repaid in full at IPO closing.

Accounting Policies

• Emerging Growth Company Status: The Company is classified as an “emerging growth company” and may take advantage of reduced reporting requirements and delayed adoption of new accounting standards.
• Income Taxes: The Company is exempt from income taxes in the Cayman Islands and is currently not subject to US income tax.
• Use of Estimates: Management applies significant judgment in estimates, particularly regarding fair value measurements and redemption value.

Potential Price-Sensitive Developments for Shareholders

• Trust Account Security: The bulk of Company assets are in the trust account, meaning any claims or events reducing these funds below \$10.00 per share would directly impact shareholder redemptions and could affect share price.
• Business Combination Uncertainty: The probability of closing a business combination is currently assessed at only 15%. Failure to complete a deal could result in liquidation and the expiration of warrants, affecting share values.
• Marketing Fee Contingency: The \$9,800,000 fee payable to CCM and Clear Street is only due upon successful completion of a business combination and depends on the amount of funds left in the Trust Account after redemptions.
• Redemption Rights and Share Conversion: Shareholders should be aware of the conversion mechanics between Class B and Class A shares, and the possibility of their shares being redeemed or converted upon certain events.
• Macro Risks: The Company’s performance and ability to consummate a business combination are subject to external risks including economic downturns, inflation, interest rate changes, and geopolitical events.

Conclusion

Columbus Circle Capital Corp II presents a classic SPAC structure, with substantial funds held in trust and a clear timeline to complete a business combination. Investors should closely monitor developments related to potential business combinations, redemption mechanics, and external risks, as these could materially impact share values and warrant pricing. The fair value assessment of warrants and low probability of business combination completion are particularly noteworthy for market participants.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult their financial advisors and review official filings for a comprehensive understanding of risks and opportunities associated with Columbus Circle Capital Corp II.

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