Columbus Circle Capital Corp III-A美股招股说明书(2026-07-09版)

Columbus Circle Capital Corp III 20,000,000Units This prospectus has been prepared for and will be used by Cohen& Company Capital Markets, or CCM, and Clear Street LLC, orClear Street, in connection with offers and sales of our units in certain market making transactions effected from time to time for30days following the date of this prospectus. Each unit consists of one ClassA ordinary share and one-third of one redeemablewarrant; each whole warrant entitles the holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject toadjustment as described herein, of Columbus Circle Capital Corp III for $10.00 per unit. These transactions may occur in the openmarket or may be privately negotiated at prevailing market prices at the time of sales, at prices related thereto or at negotiated prices.We will not receive any proceeds of such transactions. CCM and Clear Street have no obligation to make a market in our units, andmay discontinue such activities at any time without notice, at their sole discretion. All such transactions with respect to our units thatare made pursuant to a prospectus after the date of this prospectus are being made solely pursuant to this prospectus, as it may besupplemented from time to time. Currently, there is no public market for our units, ClassA ordinary shares or warrants. Our units have been approved for listing on TheNasdaq Global Market, or Nasdaq, under the symbol “CCCTU,” on or promptly after the date of this prospectus. We expect theClassA ordinary shares and warrants comprising the units to begin separate trading on the 52ndday following the date of thisprospectus unless CCM and Clear Street inform us of their decision to allow earlier separate trading, subject to our satisfaction ofcertain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that theClassA ordinary shares and warrants will be listed on Nasdaq under the symbols “CCCT” and “CCCTW”, respectively. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities lawsandaresubject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk.See “Risk Factors” beginning on page42 for a discussion of information that should be considered in connection with aninvestment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule419 blankcheck offerings. Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Lead Book-Running Manager Cohen& Company Capital Markets Joint Book Runner Clear Street July 8, 2026 TABLE OF CONTENTS PageNo.Summary1The Offering19Risk Factors42Cautionary NoteRegarding Forward-Looking Statements83Use of Proceeds84Dividend Policy85Management’s Discussion and Analysis of Financial Condition and Results of Operations87Proposed Business93Management122Principal Shareholders135Certain Relationships and Related Party Transactions139Description of Securities142Taxation159Plan of Distribution169Legal Matters171Experts171Where You Can Find Additional Information171Index to Financial StatementsF-1 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you withdifferent information, and we take no responsibility for any other information others may give to you. We are not, and CCMand Clear Street are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. Youshould not assume that the information contained in this prospectus is accurate as of any date other than the date on the frontof this prospectus. Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarksand trade names referred to in this prospectus may appear without the®or ™ symbols, but such references are not intended toindicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarksand trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply arelationship with, or endorsement or sponsorship of us by, any other companies. Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it doesnot contain all of the information that you should consider in making an investment decision. You should read this entire prospectuscarefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere inthis prospectus, before investing. Unless otherwise stated in this pro