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

Columbus Circle Capital CorpI 22,000,000 Units ColumbusCircle Capital CorpIis a blank check company incorporated as a CaymanIslandsexemptedcompanyandformedforthepurposeofeffectingamerger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustry. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one-half of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one ClassAordinaryshare at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issueduponseparation of the units and only whole warrants will trade.The warrants willbecome exercisable 30days after the completion of our initial business combination,andwill expire five years after the completion of our initial business combinationorearlier upon redemption or our liquidation,as described herein.The underwritershave a 45-day option from the date of this prospectus to purchase up to an additional3,300,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,allor a portion of their ClassAordinary shares that were sold as part of theunits in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account(net of amountswithdrawn to pay our taxes, if any), divided by the number of then outstanding publicClassA ordinary shares,subject to the limitations and on the conditions describedherein.The proceeds placed in the trust account and the interest earned thereonshallnot be used to pay for possible excise tax or any other fees or taxes that maybelevied on us on any redemptions or share buybacks by us pursuant to any current,pendingor future rules or laws,including without limitation any excise tax dueundertheInflationReductionActof2022.See“Summary—TheOffering—Redemptionrightsforpublicshareholdersuponcompletionofour initial business combination”onpage 38 and“Summary—TheOffering—Redemptionofpublicsharesanddistributionandliquidationifnoinitial business combination”on page 43 for moreinformation. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—TheOffering—Limitationon redemption rights of shareholders holding 15%ormore of the shares sold in this offering if we hold shareholder vote”onpage 42 for further discussion on certain limitations on redemptionrights. Oursponsor,Columbus Circle 1 Sponsor Corp LLC,Cohen&Company Capital Markets,adivisionof J.V.B.FinancialGroup,LLC(“CCM”),and Clear Street LLC(“ClearStreet”),the representatives of the underwriters,have committed,pursuant towrittenagreements,to purchase from us an aggregate of 705,000 private placementunits(including if the underwriters’ over-allotment option is exercised)at$10.00per unit (for an aggregate purchase Table of Contents priceof$7,050,000(including if the underwriters’over-allotment option isexercised)in a private placement that will close simultaneously with the closing ofthisoffering.Ofthose705,000privateplacementunits(includingiftheunderwriters’over-allotment option is exercised),our sponsor has agreed topurchase265,000privateplacement units(including if the underwriters’over-allotmentoption is exercised)and CCM and Clear Street have a