Columbus Circle Capital Corp I-A美股招股说明书(2025-05-19版)

combination” on“Summary — The business or industry.initialbusinessOffering —43 for more information. holding 15% or more of the shares sold in this offering if we hold shareholder vote” on page 42 forfurther discussion on certain limitations on redemption rights.Our sponsor, Columbus Circle 1 Sponsor Corp LLC, Cohen & Company Capital Markets, a division ofJ.V.B. Financial Group, LLC (“CCM”), and Clear Street LLC (“Clear Street”), the representatives of theunderwriters, have committed, pursuant to written agreements, to purchase from us an aggregate of 705,000private placement units (including if the underwriters’ over-allotment option is exercised) at $10.00 per unit(for an aggregate purchaseTable of Contentsprice of $7,050,000 (including if the underwriters’ over-allotment option is exercised) in a private placementthat will close simultaneously with the closing of this offering. Of those 705,000 private placement units(including if the underwriters’ over-allotment option is exercised), our sponsor has agreed to purchase265,000 private placement units (including if the underwriters’ over-allotment option is exercised) and CCMand Clear Street have agreed to purchase 440,000 private placement units (including if the underwriters’ over-allotment option is exercised). The private placement units are identical to the units sold in this offering, subjectto certain limited exceptions as described in this prospectus. Twelve institutional investors and accreditedinvestors (none of which are affiliated with any member of our management, our sponsor, CCM, Clear Street orany other investor), which we refer to as the “non-managing sponsor investors” throughout this prospectus,have expressed an interest to indirectly purchase, through the purchase of non-managing sponsor membershipinterests, an aggregate of 265,000 private placement units (including if the underwriters’ over-allotment optionis exercised) at a price of $10.00 per unit ($2,650,000 in the aggregate, including if the underwriters” over-allotment option is exercised) in a private placement that will close simultaneously with the closing of thisoffering.Subject to each non-managing sponsor investor purchasing,through the sponsor,the privateplacement units allocated to it in connection with the closing of this offering, the sponsor will issuemembership interests at a nominal purchase price to the non-managing sponsor investors reflecting indirectinterests in an aggregate of 1,766,667 founder shares (including if the underwriters exercise the over-allotmentoption) held by the sponsor.None of the non-managing sponsor investors have expressed to us an interest in purchasing any of the units inthis offering and neither us nor the representatives have had discussions with any non-managing sponsorinvestors regarding any purchases of units in this offering. If the non-managing sponsor investors purchaseunits in the offering, and depending on how many public units are purchased by the non-managing sponsorinvestors, the post-offering trading volume, volatility and liquidity of our securities may be reduced relative towhat they would have been had the units been more widely offered and sold to other public investors. We donot expect any potential purchase of units by the non-managing sponsor investors to negatively impact ourability to meet The Nasdaq Global Market, or Nasdaq, listing eligibility requirements. In addition, theunderwriters have full discretion to allocate the units to investors and may determine to sell fewer units to thenon-managing sponsor investors, or none at all, and the purchase of the non-managing sponsor membershipinterests is not contingent upon the participation in this offering or vice versa and in no case would any of thenon-managing sponsor investors be sold more than 9.9% of the units to be sold in this offering. Theunderwriters will receive the same upfront discounts and commissions and the business combination marketingfee on units purchased by the non-managing sponsor investors, if any, as they will on the other units sold to thepublic in this offering. In addition, none of the non-managing sponsor investors has any obligation to vote anyof their public shares in favor of our initial business combination. Nevertheless, regardless of the number ofunits they purchase, the non-managing sponsor investors will be incentivized to vote their public shares in favorof a business combination due to their indirect ownership through the sponsor of founder shares and Class Aordinary shares and private placement rights issued as part of the private placement units. Additionally, thesenon-managing sponsor investors have the potential to realize enhanced economic returns from their investmentscompared to other investors in this offering.Our sponsor has purchased an aggregate of 8,433,333 Class B ordinary shares (up to 1,100,000 of which aresubject to surrender to us for no consideration depending on the extent to which the underwriters’ over-allotment