S-K 1603(b) Conflicts of Interest
|
Jun. 26, 2026 |
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block] |
Conflicts
of Interest Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
| ● | duty
to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
| ● | duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
| ● | duty
to not improperly fetter the exercise of future discretion; |
| ● | duty
to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of
shareholders; |
| ● | duty
not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
| ● | duty
to exercise independent judgment. |
In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience
of that director. As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in
self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what
would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is
full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or
alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them
in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to
which such officer or director is or will be required to present a business combination opportunity to such entities, including to
CCM, Cohen LLC and Cohen and their affiliates as well as to clients or third parties serviced by Cohen, Cohen LLC, CCM or other
affiliates of our sponsor or our officers or directors (unless such opportunity was presented to such individuals in his or her
capacity as an officer or director of our company). Below
is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:
| Individual |
|
Entity |
|
Entity’s
Business |
|
Affiliation |
| Gary
Quin |
|
Cohen &
Company Capital Markets |
|
Financial |
|
Vice
Chairman |
| |
|
Venturerock
BV |
|
Venture
Capital |
|
Director |
| |
|
ProCap Financial Inc. |
|
Finance |
|
Director |
| |
|
Columbus
Circle Capital Corp II |
|
SPAC |
|
Officer
and Director |
| Garrett
Curran |
|
Santander
Asset Management (Madrid) |
|
Investing |
|
Director |
| |
|
Columbus
Circle Capital Corp I |
|
SPAC |
|
Director |
| |
|
Columbus
Circle Capital Corp II |
|
SPAC |
|
Director |
| Alberto
Alsina Gonzalez |
|
Mediterrania
Capital |
|
Private
Equity |
|
Chief
Executive Officer and Director |
| |
|
Columbus
Circle Capital Corp I |
|
SPAC |
|
Director |
| |
|
Columbus
Circle Capital Corp II |
|
SPAC |
|
Director |
| Matthew
Murphy(1) |
|
Montage
Ventures |
|
Investing |
|
General
Partner |
| |
|
Columbus
Circle Capital Corp I |
|
SPAC |
|
Director |
| |
|
Columbus
Circle Capital Corp II |
|
SPAC |
|
Director |
| |
|
Silicon Valley Acquisition Corp. |
|
SPAC |
|
Director |
| Joseph
W. Pooler, Jr. |
|
Cohen &
Company Inc |
|
Finance |
|
Officer |
| |
|
Cohen &
Company, LLC |
|
Finance |
|
Officer |
| |
|
Columbus
Circle Capital Corp I |
|
SPAC |
|
Officer |
| |
|
Columbus
Circle Capital Corp II |
|
SPAC |
|
Officer |
| Marc
Spiegel(2) |
|
Innovatio
Capital LLC |
|
Investing |
|
Principal |
| |
|
Columbus
Circle Capital Corp II |
|
SPAC |
|
Director |
| (1) | Mr. Murphy
is the director of portfolio companies of Montage Ventures, and such portfolio companies may have precedence with respect to business
combination targets over us. |
| (2) | Mr. Spiegel
is the director of portfolio companies of Innovatio Capital, and such portfolio companies may have precedence with respect to business
combination targets over us. |
If
any of the above executive officers, directors or director nominees becomes aware of a business combination opportunity which is suitable
for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity
rejects the opportunity. In addition, our sponsor and our officers and
directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors
could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose
acquisition company with which they may become involved (including but not limited to Columbus Circle 2 (if it does not consummate its
initial business combination with Elroy Air, Inc.) and Silicon Valley Acquisition Corp. (if it does not consummate its initial business
combination with EigenQ)). Any such companies, businesses or investments may present additional conflicts of interest in pursuing an
initial business combination target, which could materially affect our ability to complete our initial business combination. Potential
investors should also be aware of the following other potential conflicts of interest:
| ● | Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend
to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several
other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any
specific number of hours per week to our affairs. |
| ● | Our
sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination, including the fact that they may lose their entire investment in us, except to the extent they are
entitled to redeem any public shares they acquire or receive distributions on the founder shares from assets outside the trust account,
if our initial business combination is not completed, except to the extent they are entitled to redeem any public shares they acquire
or receive liquidating distributions from assets outside the trust account or are entitled to receive liquidating distributions from
the trust account in the event they choose to purchase public shares. Our initial shareholders purchased founder shares prior to the
date of this prospectus and will purchase private placement units in a transaction that will close simultaneously with the closing of
this offering. Upon the closing of this offering, assuming the underwriters’ overallotment option is not exercised, our sponsor
will (assuming no exercise of the overallotment option) have invested in us an aggregate of $2,675,000, comprised of the $25,000 purchase
price for the founder shares (or approximately $0.003 per share) and the $2,650,000 purchase price for the private placement units (or
$10.00 per unit). Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established
target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders
paid for their public shares in this offering or if our sponsor were required to pay cash to exercise the private placement units, as
our sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination.
These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a
business combination in a way that conflicts with the interests of our public shareholders. |
| ● | Our
initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement units in a transaction
that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement
shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and
directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares
and private placement shares if we fail to complete our initial business combination within the prescribed time frame, although they
will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination
within the prescribed time frame, the private placement units (and the securities comprising such units) will expire worthless. Furthermore,
our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary
shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business
combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares
for cash, securities or other property. The private placement units (including the private placement shares and the Class A ordinary
shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion
of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly
or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with
which to effectuate our initial business combination. |
| ● | Our
officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination. |
| ● | In
the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our
behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid
and/or such expenses may not be reimbursed unless we consummate such business combination. Upon the consummation of our initial business
combination, we will repay up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational
expenses. Additionally, up to $1,500,000 of working capital loans made to us by the sponsor may be convertible into private placement
units of the post-business combination entity at a price of $10.00 per unit at the option of the lender, no earlier than 60 days
after the offering. Such units would be identical to the private placement units. Except for the foregoing, the terms of such working
capital loans, if any, have not been determined and no written agreements exist with respect to such loans. |
| ● | In
addition to the Business Combination Marketing Agreement, we may engage CCM, an affiliate of our sponsor, and Clear Street, the representatives
of the underwriters in this offering, as our lead financial advisors or otherwise in connection with our initial business combination
and certain other transactions and pay such entities a fee in an amount that constitutes a market standard for comparable transactions;
the terms of such engagement, if any, have not been determined and no written agreements exist with respect to such engagement. |
| ● | We
will reimburse an affiliate of our sponsor for office space, utilities and secretarial and administrative support made available to us
by an affiliate of our sponsor, in an amount equal to $10,000 per month. |
| ● | We
will reimburse the sponsor for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial
business combination. |
| ● | In
addition to the Business Combination Marketing Agreement, we may engage CCM, an affiliate of our sponsor, and Clear Street, the representatives
of the underwriters in this offering, as our lead financial advisors in connection with our initial business combination and/or placement
agents for any securities offering to occur concurrently with our initial business combination and pay such affiliate a customary
financial advisory and/or placement agent fee in an amount that constitutes a market standard financial advisory or placement agent fee
for comparable transactions. Furthermore, we may acquire a target company that has engaged CCM, another affiliate of our sponsor, or
Clear Street, as a financial advisor. Pursuant to any such engagement, the affiliate may earn its fee upon closing of the initial business
combination. The payment of such fee would likely be conditioned upon the completion of the initial business combination. The terms of
such engagement, if any, have not been determined and no written agreements exist with respect to such engagement. |
|
| Initial Business Combination [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
Our sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to their founder shares, private placement shares and any public shares they may hold in connection with the completion of our
initial business combination.
|
| SPAC Officers and Directors [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend
to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several
other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any
specific number of hours per week to our affairs.
|
| Sponsor [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
Our
sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination, including the fact that they may lose their entire investment in us, except to the extent they are
entitled to redeem any public shares they acquire or receive distributions on the founder shares from assets outside the trust account,
if our initial business combination is not completed, except to the extent they are entitled to redeem any public shares they acquire
or receive liquidating distributions from assets outside the trust account or are entitled to receive liquidating distributions from
the trust account in the event they choose to purchase public shares. Our initial shareholders purchased founder shares prior to the
date of this prospectus and will purchase private placement units in a transaction that will close simultaneously with the closing of
this offering. Upon the closing of this offering, assuming the underwriters’ overallotment option is not exercised, our sponsor
will (assuming no exercise of the overallotment option) have invested in us an aggregate of $2,675,000, comprised of the $25,000 purchase
price for the founder shares (or approximately $0.003 per share) and the $2,650,000 purchase price for the private placement units (or
$10.00 per unit). Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established
target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders
paid for their public shares in this offering or if our sponsor were required to pay cash to exercise the private placement units, as
our sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination.
These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a
business combination in a way that conflicts with the interests of our public shareholders.
|
| Our Initial Shareholders [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
Our
initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement units in a transaction
that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement
shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and
directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares
and private placement shares if we fail to complete our initial business combination within the prescribed time frame, although they
will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination
within the prescribed time frame, the private placement units (and the securities comprising such units) will expire worthless. Furthermore,
our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary
shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business
combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares
for cash, securities or other property. The private placement units (including the private placement shares and the Class A ordinary
shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion
of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly
or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with
which to effectuate our initial business combination.
|
| Particular Business Combination [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
Our
officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination.
|
| Event Our Sponsor Or Members [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
In
the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our
behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid
and/or such expenses may not be reimbursed unless we consummate such business combination. Upon the consummation of our initial business
combination, we will repay up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational
expenses. Additionally, up to $1,500,000 of working capital loans made to us by the sponsor may be convertible into private placement
units of the post-business combination entity at a price of $10.00 per unit at the option of the lender, no earlier than 60 days
after the offering. Such units would be identical to the private placement units. Except for the foregoing, the terms of such working
capital loans, if any, have not been determined and no written agreements exist with respect to such loans.
|
| Business Combination Marketing Agreement [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
In
addition to the Business Combination Marketing Agreement, we may engage CCM, an affiliate of our sponsor, and Clear Street, the representatives
of the underwriters in this offering, as our lead financial advisors or otherwise in connection with our initial business combination
and certain other transactions and pay such entities a fee in an amount that constitutes a market standard for comparable transactions;
the terms of such engagement, if any, have not been determined and no written agreements exist with respect to such engagement.
|
| Reimburse An Affiliate [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
We
will reimburse an affiliate of our sponsor for office space, utilities and secretarial and administrative support made available to us
by an affiliate of our sponsor, in an amount equal to $10,000 per month.
|
| Reimburse The Sponsor [Member] |
|
| SPAC Sponsor, Conflict of Interest [Line Items] |
|
| Conflict of Interest, Description [Text Block] |
We
will reimburse the sponsor for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial
business combination.
|