Columbus Circle Capital Corp I-A(CCCM) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed financial statements and management's discussion Item 1. Financial Statements This section presents Columbus Circle Capital Corp I's unaudited condensed financial statements and notes Condensed Balance Sheets This section details the company's financial position, including assets, liabilities, and equity Total Assets | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | $252,552,771 | | December 31, 2024 | $43,900 | - Marketable securities held in Trust Account increased from $0 at December 31, 2024, to $251,199,623 at June 30, 2025[11] - Class A ordinary shares subject to possible redemption totaled $251,199,623 as of June 30, 2025[11] Condensed Statements of Operations This section details the company's financial performance, including revenues, expenses, and net loss Net Loss | Period | Amount ($) | | :--- | :--- | | Three Months Ended June 30, 2025 | $(87,410) | | Six Months Ended June 30, 2025 | $(114,382) | | Period from Inception (June 25, 2024) through June 30, 2024 | $0 | - Interest earned on marketable securities held in Trust Account was $1,199,623 for both the three and six months ended June 30, 2025[13] - Basic and diluted net loss per ordinary share (redeemable) was $(0.00) for the three months and $(0.01) for the six months ended June 30, 2025[13] Condensed Statements of Changes in Shareholders' Equity This section outlines changes in the company's equity, reflecting transactions with owners Total Shareholders' Equity | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | $676,434 | | January 1, 2025 | $1,456 | - The sale of 705,000 Private Placement Units contributed $7,050,000 to equity[17] - Fair Value of Public Warrants at issuance added $3,125,000 to equity[17] Condensed Statements of Cash Flows This section reports cash generated and used across operating, investing, and financing activities - Net cash provided by financing activities was $251,569,555 for the six months ended June 30, 2025[20] - Net cash used in investing activities was $(250,000,000) for the six months ended June 30, 2025, primarily for investment into the Trust Account[20] - Net Change in Cash was $1,003,946 for the six months ended June 30, 2025[20] Notes to Condensed Financial Statements This section provides detailed explanations and additional information for the financial statements NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS This note describes the company's formation, IPO, and recent business combination activities - Columbus Circle Capital Corp I is a blank check company incorporated on June 25, 2024, for the purpose of effecting a business combination[22] - The company consummated its Initial Public Offering (IPO) on May 19, 2025, raising gross proceeds of $250,000,000 from 25,000,000 units[25] - A definitive business combination agreement was entered into on June 23, 2025, with ProCap BTC, LLC and ProCap Financial, Inc., involving a SPAC merger, company merger, preferred equity investment ($516.5 million), and convertible note financing ($235 million) for acquiring bitcoin[35][38][39] - Management has determined that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern through twelve months from the date these condensed financial statements are issued, with plans to address this uncertainty through a business combination[49] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the key accounting principles and methods used in preparing financial statements - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules[50] - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[52][54] - Marketable securities held in the Trust Account are classified as trading securities and presented at fair value[57] - Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section[68] Note 3 — Initial Public Offering This note details the terms and proceeds of the company's Initial Public Offering - The Initial Public Offering closed on May 19, 2025, with the company selling 25,000,000 Units at $10.00 per Unit[79] - Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable at $11.50 per share[79] Note 4 — Private Placement This note describes the private placement of units to the Sponsor and Representatives - Simultaneously with the IPO, 705,000 Private Placement Units were sold at $10.00 per unit to the Sponsor and Representatives[80] - Private Placement Warrants are subject to transfer restrictions and will fund public share redemption if a business combination is not completed within 24 months[81] Note 5 — Related Party Transactions This note details transactions with related parties, including founder shares and administrative fees - The Sponsor initially received 5,750,000 Class B ordinary shares (Founder Shares), which increased to 8,433,333, with 100,000 shares later forfeited[82] - A share-based compensation expense of $395,400 was recorded due to the sale of 200,000 Class B ordinary shares to independent directors[84] - The company had a non-interest bearing promissory note of up to $300,000 from the Sponsor, which was fully repaid as of June 30, 2025[88] - An administrative services agreement with an affiliate of the Sponsor requires a payment of $10,000 per month for office space and support[89] Note 6 — Commitments and Contingencies This note outlines the company's contractual obligations, potential liabilities, and geopolitical risks - The company faces risks from global geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) that could adversely affect its search for a business combination[92][93] - A Business Combination Marketing Agreement with CCM and Clear Street entails a cash fee of up to $10,600,000 upon the consummation of the initial Business Combination[99] - The underwriters received a cash underwriting discount of $4,400,000 upon the closing of the Initial Public Offering[96] Note 7 — Shareholders' Equity This note details the authorized and issued share capital, including preference, Class A, and Class B shares - The company is authorized to issue 5,000,000 preference shares (none issued), 500,000,000 Class A ordinary shares (705,000 issued, excluding 25,000,000 subject to redemption), and 50,000,000 Class B ordinary shares (8,333,333 issued)[100][101][102] - Class B ordinary shares automatically convert into Class A ordinary shares upon consummation of the initial Business Combination, subject to adjustment[103] - Prior to the initial Business Combination, only holders of Class B ordinary shares have the right to vote on the appointment and removal of directors and on continuing the company in a jurisdiction outside the Cayman Islands[104] Note 8 — Fair Value Measurements This note explains methodologies and inputs for fair value measurements of financial instruments - The fair value of Public Warrants is $3,125,000, or $0.25 per public warrant, determined using the binomial lattice model[116] Public Warrants Valuation Inputs (May 19, 2025) | Metric | Value | | :--- | :--- | | Volatility | 10.0% | | Risk free rate | 4.1% | | Dividend yield | 0.0% | | Asset price | $9.99 | | Exercise price | $11.50 | | Term | 5.5 | | Probability of business combination | 20.0% | Note 9 — Segment Information This note clarifies the company operates as a single reportable segment - The company operates as a single reportable segment, with the Chief Financial Officer identified as the chief operating decision maker (CODM)[119] - The CODM reviews key metrics such as cash and marketable securities held in the Trust Account, cash, general and administrative expenses, and interest earned on Trust Account securities[121] NOTE 10. SUBSEQUENT EVENTS This note confirms no subsequent events requiring adjustment or disclosure were identified - The company evaluated subsequent events up to the issuance date of the financial statements and identified no events requiring adjustment or disclosure[124] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial condition, operational results, and accounting estimates Overview This section introduces the company's purpose as a blank check company and operational expectations - Columbus Circle Capital Corp I is a blank check company formed on June 25, 2024, to effect a business combination[127] - The company expects to incur significant costs in pursuit of its acquisition plans[128] - New 2024 SEC SPAC Rules may materially affect the company's ability and costs to complete its initial Business Combination[129] Recent Developments This section highlights key recent events, including the business combination agreement and financing - On June 23, 2025, the company entered into a definitive business combination agreement with ProCap BTC, LLC and ProCap Financial, Inc[130] - The proposed transaction involves the company re-registering as a Delaware corporation and merging with ProCap BTC, with both becoming wholly-owned subsidiaries of Pubco, which will become a publicly traded company[131][132] - The deal includes a $516.5 million Preferred Equity Investment and a $235 million Convertible Note Financing, with proceeds from the latter expected to be used for acquiring additional bitcoin[133] Results of Operations This section analyzes the company's financial performance, focusing on net losses and influencing factors - The company has not engaged in any operations or generated no operating revenues to date[139] Net Loss | Period | Amount ($) | | :--- | :--- | | Three Months Ended June 30, 2025 | $(87,410) | | Six Months Ended June 30, 2025 | $(114,382) | - Net losses were primarily due to operating costs and share-based compensation, partially offset by interest income from marketable securities in the Trust Account[140][141] Factors That May Adversely Affect our Results of Operations This section discusses external factors like economic uncertainty and geopolitical instability - The company's results and ability to complete a business combination may be adversely affected by economic uncertainty, financial market volatility, and geopolitical instability (e.g., conflicts in Ukraine and the Middle East)[143] Liquidity and Going Concern This section addresses the company's cash position, obligations, and going concern assessment - As of June 30, 2025, the company had $251,199,623 in marketable securities held in the Trust Account and $1,003,946 in cash outside the Trust Account[148][149] - Management has identified substantial doubt about the company's ability to continue as a going concern due to its liquidity condition, with plans to address this through a business combination[151] - Cash used in operating activities for the six months ended June 30, 2025, was $565,609[146] Off-Balance Sheet Arrangements This section confirms that the company has no off-balance sheet arrangements as of the reporting date - As of June 30, 2025, the company had no obligations, assets, or liabilities considered off-balance sheet arrangements[153] Contractual obligations This section details the company's contractual commitments, including administrative and marketing fees - The company has no long-term debt, no capital lease obligations, no operating lease obligations, or no long-term liabilities[154] - Contractual obligations include an administrative services agreement for $10,000 per month and a business combination marketing agreement for a $9,800,000 cash fee upon consummation of the initial Business Combination[155][157] Critical Accounting Estimates This section discusses significant judgments and assumptions in preparing financial statements - The preparation of financial statements requires management to make significant estimates and assumptions, with actual results potentially differing materially[158] - Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value[159] - Warrants are excluded from diluted net loss per share as their exercise is contingent and currently anti-dilutive[160] Recent Accounting Standards This section outlines recently issued accounting standards and their potential impact - The FASB issued ASU 2024-03 in November 2024, requiring additional expense disaggregation disclosures, effective for fiscal years beginning after December 15, 2026[161] - Management does not believe any other recently issued, but not yet effective, accounting standards would have no material effect on the condensed financial statements[162] Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk As a smaller reporting company, Columbus Circle Capital Corp I is exempt from market risk disclosures - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[163] Item 4. Controls and Procedures This section details the evaluation of disclosure controls and procedures, concluding effectiveness Evaluation of Disclosure Controls and Procedures This section confirms the effectiveness of disclosure controls and procedures as of June 30, 2025 - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[165] - Disclosure controls and procedures provide only reasonable, not absolute, assurance due to inherent limitations and resource constraints[166] Changes in Internal Control over Financial Reporting This section states no changes in internal control over financial reporting occurred - No changes in internal control over financial reporting were applicable for the period[167] PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and other relevant disclosures Item 1. Legal Proceedings No material litigation is currently pending or contemplated against the company or its officers and directors - No material litigation is currently pending or contemplated against the company or its officers and directors[169] Item 1A. Risk Factors As a smaller reporting company, Columbus Circle Capital Corp I is not required to include risk factors - As a smaller reporting company, the company is not required to include risk factors in this report[170] - Additional risks relating to operations are detailed in the company's final prospectus dated May 19, 2025[170] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details unregistered equity sales and the use of IPO and private placement proceeds Unregistered Sales of Equity Securities This section describes the private sale of Private Placement Units and Class B share forfeiture - The company privately sold 705,000 Private Placement Units at $10.00 per unit, exempt from registration under Section 4(a)(2) of the Securities Act[171] - Underwriters exercised their over-allotment option for 3,000,000 Units, leading to the forfeiture of 100,000 Class B ordinary shares by the Sponsor[172] Use of Proceeds This section details gross proceeds from the IPO and private placement, and their Trust Account allocation - The IPO generated $25,000,000 gross proceeds from 25,000,000 Units, and the private placement generated $7,050,000 from 705,000 Private Placement Units[174] - $250,000,000 from the proceeds was deposited into a Trust Account and invested in U.S. government treasury obligations or money market funds[175] - There has been no material change in the planned use of proceeds from the IPO and Private Placement[176] Purchases of Equity Securities by the Issuer and Affiliated Purchasers This section confirms no equity security purchases by the issuer or affiliated purchasers - There were no purchases of equity securities by the issuer or affiliated purchasers during the quarterly period[177] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the reported period - No defaults upon senior securities occurred[178] Item 4. Mine Safety Disclosures No mine safety disclosures are applicable to the company - No mine safety disclosures are applicable[179] Item 5. Other Information No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated - None of the company's directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter[180] Item 6. Exhibits This section lists all exhibits filed or incorporated by reference into the Quarterly Report - The exhibits include the Underwriting Agreement, Business Combination Marketing Agreement, Warrant Agreement, Registration Rights Agreement, and certifications[182] PART III. SIGNATURES This section provides the official signatures of the Chief Executive Officer and Chief Financial Officer - The report was signed on August 13, 2025, by Gary Quin (Chief Executive Officer) and Joseph W. Pooler, Jr. (Chief Financial Officer)[187]