IPO and Fundraising - The company completed its Initial Public Offering (IPO) on February 12, 2026, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[20]. - An additional $6.65 million was raised through the sale of 665,000 Private Placement Units at $10.00 per unit, bringing total gross proceeds to $236.65 million[21]. - Following the IPO, a total of $230,000,000 was placed in a Trust Account, which may only be invested in U.S. government securities or held in cash until the completion of a Business Combination[177]. - The company has approximately $1,495,000 of proceeds held outside the Trust Account to cover costs associated with dissolution if necessary[119]. - The company has received a total of $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering, with $172,158 fully repaid upon IPO completion[202]. Business Combination Timeline and Requirements - The company must complete its initial Business Combination by February 12, 2028, or face termination and distribution of funds in the Trust Account[23]. - The company has until February 12, 2028, to consummate its initial business combination, with provisions for shareholder redemption if unable to do so[57]. - The company may not complete the initial Business Combination if the aggregate cash consideration required exceeds the available cash, which could lead to returning all Class A Ordinary Shares submitted for redemption[108]. - Public Shareholders may redeem their shares irrespective of their voting decision, and the redemption process will be conducted in compliance with SEC regulations[107]. - The company may seek shareholder approval to extend the Combination Period beyond February 12, 2028, which could reduce the amount held in the Trust Account and adversely affect the ability to consummate the initial Business Combination[154]. Financial Position and Revenue Generation - The company has not yet generated any operating revenues and does not expect to do so until the consummation of its initial Business Combination[19]. - The company reported a net loss of $46,064 for the period from inception (April 3, 2025) through December 31, 2025, primarily due to general and administrative costs[195]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial Business Combination[171]. - As of December 31, 2025, the company had a working capital deficit of $169,035 and cash held outside the Trust Account of approximately $1,665,000[200]. - The company may need additional financing to complete its initial Business Combination if the transaction requires more cash than available from the Trust Account or if significant Public Shares are redeemed[76]. Management and Strategy - The management team has a track record of completing several mergers and acquisitions, supported by their work with a reputable investment bank[38]. - The company aims to identify attractive opportunities in sectors such as AI, digital infrastructure, healthcare, and cryptocurrency across EMEA and LatAm regions[34][35]. - The management team believes that their extensive networks will provide a robust pipeline of target companies for potential investments[37]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% if it meets certain objectives[60]. - The company expects to incur significant costs in pursuing its acquisition plans as an early-stage growth company[185]. Market Opportunities and Trends - The AI and digital infrastructure industries are projected to contribute $15.7 trillion to global GDP by 2030, with a CAGR of 36.6% from 2024 to 2030[43]. - The global sports market is expected to reach $680 billion by 2028, while the entertainment and media market is projected to exceed $3.4 trillion[43]. - U.S. healthcare expenditure is estimated to reach $5.0 trillion in 2024, with a projected EBITDA of $987 billion by 2028[43]. - The energy transition sector is projected to grow to $5.4 trillion by 2031, with a CAGR of 9.7% from 2024 to 2031[48]. - The global cryptocurrency market is expected to grow to $15.4 billion by 2032, with an annual growth rate of 13.1% from 2024 to 2032[48]. Risks and Challenges - The company may face significant dilution for public shareholders due to the conversion of Founder Shares and potential additional equity issuances[30]. - The company may face increased competition from other SPACs for attractive targets, which could lead to improved financial terms demanded by target companies[68]. - The company may lack business diversification post-initial Business Combination, relying on the performance of a single business, which could expose it to economic and regulatory risks[80][81]. - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict and tensions in the Middle East, may materially adversely affect the company’s ability to find a target business for the initial Business Combination[155]. - The company may face significant risks related to cybersecurity incidents, which could adversely affect its financial condition and operations[163]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A Ordinary Shares at a price equal to the amount in the Trust Account, initially set at $10.00 per share[95]. - The company requires 7,291,000, or approximately 31.7%, of the 23,000,000 Public Shares sold in its Initial Public Offering to be voted in favor of the initial Business Combination for approval[102]. - A Public Shareholder holding more than 15% of the shares sold in the Initial Public Offering will be restricted from seeking redemption rights without prior consent[109]. - The decision to conduct redemptions may be made without a shareholder vote, depending on the circumstances surrounding the initial Business Combination[98]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[111]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[135]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[137]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations[138]. - Regulatory review and approval requirements may hinder the ability to complete an initial Business Combination[147]. - The company’s securities may be subject to delisting from Nasdaq, limiting Public Shareholders' ability to trade their securities[151].

Core Viewpoint - Columbus Circle Capital Corp II announced that starting February 27, 2026, holders of units from its initial public offering can separately trade Class A ordinary shares and warrants, with trading symbols "CMII" for shares and "CMIIW" for warrants [1] Group 1: Company Overview - Columbus Circle Capital Corp II is a blank check company aimed at executing mergers, amalgamations, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations across various industries and geographical locations [2] - The management team includes Gary Quin as Chief Executive Officer and Chairman, and Joseph W. Pooler, Jr. as Chief Financial Officer, along with independent directors Garrett Curran, Alberto Alsina Gonzalez, Marc Spiegel, and Matthew Murphy [2] Group 2: Trading Information - Upon separation, no fractional warrants will be issued, and only whole warrants will be available for trading [1] - Units that are not separated will continue to trade under the symbol "CMIIU" on the Nasdaq Global Market [1]

Core Viewpoint - Columbus Circle Capital Corp. II successfully closed its initial public offering (IPO) of 23,000,000 units, generating gross proceeds of $230,000,000 at a price of $10.00 per unit [1][6]. Company Overview - Columbus Circle Capital Corp. II is a blank check company aimed at executing mergers, amalgamations, share exchanges, asset acquisitions, or similar business combinations across various industries and geographical locations [7]. - The management team includes Gary Quin as Chief Executive Officer and Chairman, and Joseph W. Pooler, Jr. as Chief Financial Officer, along with a board of independent directors [7]. IPO Details - The IPO units began trading on the Nasdaq Global Market under the ticker symbol "CMIIU" on February 11, 2026 [2]. - Each unit consists of one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant allowing the purchase of one Class A ordinary share at $11.50 per share [2]. Financial Management - The entire proceeds from the IPO, amounting to $230,000,000, have been placed in a trust account for the benefit of public shareholders [6]. - An audited balance sheet reflecting the receipt of these proceeds will be included in a Current Report on Form 8-K to be filed with the SEC [6]. Underwriters and Legal Counsel - Cohen & Company Capital Markets acted as the lead book-running manager for the offering, with Clear Street LLC as the joint book-runner [3]. - Legal counsel for the Company included Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP, while Loeb & Loeb LLP served as legal counsel to the underwriters [3]. About Cohen & Company Inc. - Cohen & Company is a financial services firm specializing in capital markets and asset management services, with segments including Capital Markets, Asset Management, and Principal Investing [8][9]. - As of December 31, 2025, Cohen & Company managed approximately $1.4 billion in assets, primarily in fixed income assets across various classes [9].

Group 1: IPO Details - Columbus Circle Capital Corp II announced the pricing of its initial public offering (IPO) of 20,000,000 units at a price of $10.00 per unit [1] - The units are expected to be listed on the Nasdaq Global Market under the symbol "CMIIU" and will begin trading on February 11, 2026 [1] - Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant allowing the purchase of one Class A ordinary share at a price of $11.50 per share [1] - The Company has granted underwriters a 45-day option to purchase up to an additional 3,000,000 units at the IPO price to cover over-allotments [1] - The closing of the offering is anticipated to take place on or about February 12, 2026, subject to customary closing conditions [1] Group 2: Company Overview - The Company is a blank check company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [2] - The management team is led by Gary Quin, Chief Executive Officer and Chairman, and Joseph W. Pooler, Jr., Chief Financial Officer [2] - The independent directors include Garrett Curran, Alberto Alsina Gonzalez, Dr. Adam Back, Marc Spiegel, and Matthew Murphy [2] Group 3: Underwriters and Legal Counsel - Cohen & Company Capital Markets is acting as the lead book-running manager for the offering, with Clear Street LLC as the joint book-runner [3] - Legal counsel for the Company includes Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP, while Loeb & Loeb LLP serves as legal counsel to the underwriters [3] Group 4: Regulatory Information - A registration statement relating to the units and underlying securities was declared effective by the Securities and Exchange Commission on January 30, 2026 [4] - The offering is being made only by means of a prospectus, which can be obtained from Cohen & Company Capital Markets [5]

As filed with the U.S. Securities and Exchange Commission on January 21, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ Columbus Circle Capital Corp II (Exact name of registrant as specified in its charter) ____________________ | Cayman Islands | 6770 | 98-1890239 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ...