🔥 What This Document Is

This is Columbus Circle Capital Corp II's first annual report (Form 10-K) for the year ended December 31, 2025. Think of it as a comprehensive "school report card" for a company that doesn't actually run a business yet. As a Special Purpose Acquisition Company (SPAC) or "blank check company," its only job right now is to raise money and find another company to merge with (called a "Business Combination"). This filing details its status, plans, and risks as it searches for a target.

👉 In simple terms: This report explains what the SPAC is, what it plans to do, and all the things that could go wrong before it finds a company to buy.

🏢 What The Company Does

Columbus Circle Capital Corp II is a shell company incorporated in the Cayman Islands with offices at 3 Columbus Circle, 24th Floor, New York, New York 10019. It has no employees, assets, or operations of its own. Its sole purpose is to identify and acquire one or more existing businesses through a merger, share exchange, or similar transaction.

👉 Business Model: It's like a matchmaking service for companies. It raised money from investors (via an IPO) and now has a set time to find a private company that wants to become public by merging with it. The SPAC's management team uses their network and expertise to find a good match.

📅 Key Timeline & Structure

• IPO Date: April 3, 2025
• Trust Account: Funds from the IPO (~$220.2 million) are held in a trust account for the future acquisition.
• Deadline to Complete a Deal (Combination Period): February 12, 2028 (24 months from the IPO closing). If they don't find a target by then, the company liquidates and returns the trust money to shareholders.
• Securities Trading:
  • Units (CMIIU): Began trading on Nasdaq on February 11, 2026.
  • Class A Shares (CMII) and Warrants (CMIIW): Began separate trading on February 27, 2026.
• Share Count (as of March 30, 2026): 23,665,000 Class A shares and 7,666,667 Class B shares outstanding.

🎯 The Hunt: Target Industries & Strategy

Management is focused on finding targets in specific, high-growth sectors:

• AI & Digital Infrastructure: Projected to add $15.7 trillion to global GDP by 2030.
• Sports, Media & Entertainment: Global sports market expected to hit $680 billion by 2028.
• Healthcare: U.S. healthcare spend is massive and growing, driven by aging populations and tech.
• Energy Transition: A $2.8 trillion market in 2024, growing rapidly towards a low-carbon future.
• Mining: Critical for energy transition and tech, with over $102 billion in M&A in 2024.
• Cryptocurrency: A growing market projected to reach $15.4 billion by 2032.

Key Strategic Twist: The SPAC has a special focus on European companies looking to access U.S. capital markets. They see Europe as a "target-rich environment" with many unicorns and established firms that are undervalued or illiquid on local exchanges. They also plan to target companies considering redomiciling to the U.S. to improve their access to capital.

🚀 How They'll Find & Buy a Target

The management team plans to use its network and experience to source deals. The process involves:

1. Due Diligence: Deep dives into potential targets (meetings, financial reviews, facility inspections).
2. Negotiation & Structure: They aim to own 100% of the target but may structure deals differently. They have flexibility to use cash from the trust, stock, debt, or a combination.
3. Shareholder Vote/Redemption: Public shareholders get to vote on the deal OR can choose to "redeem" (sell back) their shares for their pro-rata share of the trust account (~$10.00 per share at IPO) even if they vote for the deal. This is a key protection for investors.

👉 Crucial Detail: The deal must be for at least 80% of the value of the assets in the trust account (excluding certain fees and taxes). Nasdaq rules require approval by a majority of the SPAC's independent directors.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Management Team: Has a track record in M&A, capital raising, and international markets.
• Strong Network: Deep connections for deal sourcing, especially in Europe, and for raising additional "PIPE" capital if needed.
• Clear Focus: Targets specific, growing industries and a unique geographic angle (Europe-to-US).
• Public Company Status: Offers target companies a faster, potentially cheaper path to going public.

⚠️ Significant Risks:

• No Guarantee of a Deal: They may fail to find a suitable target by the February 2028 deadline, forcing liquidation.
• High Competition: Hundreds of other SPACs are also hunting for targets, which can drive up prices and reduce deal quality.
• Conflicts of Interest: Management has other jobs and obligations (e.g., at Cohen & Company). They might present the best opportunities to other clients or SPACs first.
• Shareholder Redemptions: If many shareholders redeem their shares, the trust account will have less money for the acquisition, potentially derailing the deal.
• Market Risk: The success of the eventual acquisition depends entirely on the future performance of a single, unknown company.

🔮 What's Next

The clock is ticking. Management's full-time job is now to:

1. Aggressively source and evaluate potential acquisition targets in their focus industries.
2. Negotiate a Business Combination that meets their criteria and is attractive to shareholders.
3. Secure any needed additional financing (e.g., PIPE investments) to complement the trust account funds.
4. Hold a shareholder meeting to approve the chosen deal (or conduct a tender offer).

If they succeed, the SPAC will merge with the target, and the combined company will continue as a public entity. If they fail by February 12, 2028, they will dissolve and return the money in the trust to shareholders.

🧠 The Analogy

Columbus Circle Capital Corp II is like a professional sports team's scouting department with a limited budget and a strict deadline. The "team" (the SPAC) has been given a pot of money by its "owners" (shareholders) to go find and sign a star "player" (a target company) within two years. The scouts (management) have a playbook (target industries) and great contacts, but they're competing against many other teams (other SPACs) for the same players. If they don't sign anyone in time, the team dissolves and returns the money. If they sign a great player, the team (the new merged company) competes in the big leagues (the public market).

📇 Key Contacts & People

• Address: 3 Columbus Circle, 24th Floor, New York, New York 10019
• Phone: (646) 792-5600
• Management Team: The filing lists the management team but emphasizes their roles at CCM, a division of Cohen & Company Securities, LLC, the SPAC's sponsor and advisor. Specific names and titles of the officers and directors of the SPAC itself would be listed in a separate section (Item 10) of the full 10-K, which wasn't provided in this excerpt.

🧩 Final Takeaway

Columbus Circle Capital Corp II is a newly public SPAC with about $220 million in its war chest, hunting for a company to acquire—likely in hot sectors like AI, healthcare, or energy, with a special eye on European firms wanting U.S. listing. It has an experienced team but faces intense competition and a hard deadline of February 2028. Investors are essentially betting on the management's ability to find and execute a great deal.