v3.26.1
S-K 1602, SPAC Registered Offerings
Jun. 26, 2026
USD ($)
SPAC Offering Prospectus Summary [Line Items]  
SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag] true
SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] true
SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag] true
SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block] We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination.
SPAC Offering Forepart, De-SPAC Consummation Timeframe 24 months
SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag] true
SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.
SPAC Will Solicit Shareholder Approval for De-SPAC Transaction [Flag] true
De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block] There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering.
De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag] true
De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block] If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement warrants issued as part of the private placement units will be worthless.
SPAC, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the $206,650,000 in gross proceeds we receive from this offering and the sale of the private placement units described in this prospectus, or $236,650,000 if the underwriters’ over-allotment option is exercised in full, $200,000,000 ($10.00 per unit), or $230,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (regardless of whether the underwriters’ over-allotment option is exercised) and an aggregate of $2,650,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes, other than excise taxes, if any, and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association prior to the consummation of the initial business combination (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial business combination activity.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent 90.00%
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount $ 206,650,000
SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

The difference between the public offering price per unit and Adjusted NTBVPS, on a pro forma basis to give effect to this offering and the issuance of the private placement units, assuming no exercise of the over-allotment option and exercise of the over-allotment option in full, constitutes dilution to investors in this offering. Adjusted NTBVPS is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares that may be redeemed for cash), as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, by the number of outstanding Class A ordinary shares.

De-SPAC, Material Potential Source of Future Dilution, Description [Text Block] Adjusted NTBVPS excludes the effect of the consummation of our initial business combination or any related transactions or expenses. We may need to issue ordinary shares or convertible equity or debt securities in the circumstances described above, as we intend to target an initial business combination with a target company whose enterprise value is greater than the net proceeds of the offering and the sale of private placement warrants. The issuance of additional ordinary or preference shares may significantly dilute the equity interest of investors in this offering, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-for-one basis upon conversion of the Class B ordinary shares. Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and material dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares will result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-for-one basis upon conversion. Further, our public shareholders may experience material dilution if the $1,500,000 in working capital loans is fully advanced by the sponsor and the sponsor elects to convert the working capital loans into private placement units at $10.00 per unit, resulting in the sponsor receiving an additional 150,000 private Class A ordinary shares and 50,000 private placement warrants exercisable at $11.50 per Class A ordinary share underlying the units. Additionally, upon exercise of the private placement warrants underlying the private placement units, we will issue an aggregate of 221,667 Class A ordinary shares (including if the overallotment option is exercised in full) to be purchased by our sponsor, and CCM and Clear Street simultaneously with the closing of this offering. The exercise of such private placement warrants would cause the actual dilution to the public shareholders to be higher, particularly in certain circumstances specified in the warrant agreement where a cashless exercise of the private placement warrants is utilized along with a cashless exercise of the public warrants.
SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

As of March 31, 2026, our net tangible book deficit was ($14,775), or approximately $0.00 per Class B ordinary share. The following table illustrates what the Adjusted NTBVPS at March 31, 2026 would have been to the public shareholders on a pro forma basis to give effect to this offering and the issuance of the private placement units, assuming the full exercise and no exercise of the over-allotment option, as compared to the adjusted price per unit:

As of March 31, 2026 
Offering
Price of
$10.00 per
Unit
   25% of Maximum
Redemption
   50% of Maximum
Redemption
   75% of Maximum
Redemption
   Maximum
Redemption
 
Adjusted
NTBVPS
   Adjusted
NTBVPS
   Difference
between
Adjusted
NTBVPS
and
Offering
Price
   Adjusted
NTBVPS
   Difference
between
Adjusted
NTBVPS
and
Offering
Price
   Adjusted
NTBVPS
   Difference
between
Adjusted
NTBVPS
and
Offering
Price
   Adjusted
NTBVPS
   Difference
between
Adjusted
NTBVPS
and
Offering
Price
 
Assuming Full Exercise of Over-Allotment Option 
$7.39   $6.80   $3.20   $5.88   $4.12   $4.19   $5.81   $0.18   $9.82 
Assuming No Exercise of Over-Allotment Option
$7.37   $6.78   $3.22   $5.85   $4.15   $4.16   $5.84   $0.18   $9.82 
SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual   Amount of Compensation to be Received or
Securities Issued or to be Issued
  Consideration Paid or to be Paid
Cohen & Company LLC   $10,000 per month   Office space, administrative and shared personnel support services
         
Columbus Circle 3 Sponsor Corporation LLC   6,666,667 Class B Ordinary Shares, or up to 7,666,667 Class B Ordinary Shares if the underwriter’s overallotment option is exercised in full.(1)   $25,000
         
    265,000 Private Placement Units to be purchased simultaneously with the closing of this offering (including if the underwriters’ over-allotment option is exercised)(2)   $2,650,000 (including if the underwriters’ over-allotment option is exercised)
         
    Up to $300,000 in loans   Repayment of loans made to us to cover offering related and organizational expenses
         
    Up to $1,500,000 in private placement units into which working capital loans are convertible, at a price of $10.00 per unit at the option of the lender   Working capital loans to finance transaction costs in connection with an initial business combination
         
    Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination   Services in connection with identifying, investigating and completing an initial business combination
         
Holders of Class B ordinary shares   Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio   Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion
         
Columbus Circle 3 Sponsor Corporation LLC, our officers, directors, or our or their affiliates   Finder’s fees, advisory fees, consulting fees, success fees or salaries  

Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.

 

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.

Entity/Individual   Amount of Compensation to be Received or
Securities Issued or to be Issued
  Consideration Paid or to be Paid
CCM and Clear Street   $4,000,000   Underwriting fee used to purchase 400,000 Private Placement Units
         
    Up to $8,000,000 (or up to $9,800,000 if the overallotment option is exercised in full)   Business combination marketing fee
         
    Undetermined   Other investment banking services provided including financial advisory and placement agent fees
(1)Subject to the non-managing sponsor investors purchasing, through the sponsor, the private placement units allocated to them in connection with the closing of this offering as described below, the sponsor will issue membership interests at a nominal purchase price of $0.003 per underlying founder share to the non-managing sponsor investors at the closing of this offering reflecting indirect interests in an aggregate 1,514,286 founder shares (including if the underwriters exercise the over-allotment option) held by the sponsor.
(2)The non-managing sponsor investors have expressed an interest to purchase, indirectly through the purchase of non-managing membership interests, an aggregate of 265,000 private placement units (including if the underwriters’ over-allotment option is exercised) at a price of $10.00 per unit ($2,650,000 in the aggregate, including if the underwriters’ over-allotment option is exercised) in a private placement that will close simultaneously with the closing of this offering. The purchase of the non-managing sponsor membership interests is not contingent upon the participation in this offering or vice versa.
SPAC, Securities Offered, Redemption Rights [Text Block]

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion 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 calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (less taxes, if any, payable), divided by the number of then issued public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the Marketing Fee we will pay to the underwriters.

The amount of the Marketing Fee payable to the underwriters will be based on the amount of funds remaining in the trust account after redemptions of public shares and will be paid to the underwriters only upon the completion of an initial business combination. 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. The non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares comprising part of the units they may purchase in this offering as the rights afforded to our other public shareholders. However, if the non-managing sponsor investors purchase or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this prospectus.

Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
file proxy materials with the SEC.
SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the Adjusted NTBVPS was calculated as follows:

   As of March 31, 2026 
   No Redemptions   25% of Maximum
Redemptions
   50% of Maximum
Redemptions
   75% of Maximum
Redemptions
   Maximum
Redemptions
 
   Without
Over-
Allotment
   With
Over-
Allotment
   Without
Over-
Allotment
   With
Over-
Allotment
   Without
Over-
Allotment
   With
Over-
Allotment
   Without
Over-
Allotment
   With
Over-
Allotment
   Without
Over-
Allotment
   With
Over-
Allotment
 
Public offering price  $10.00   $10.00   $10.00   $10.00   $10.00   $10.00   $10.00   $10.00   $10.00   $10.00 
Net tangible book deficit before this offering                                        
Increase attributable to public shareholders   7.37    7.39    6.78    6.80    5.85    5.88    4.16    4.19    0.18    0.18 
Pro forma net tangible book value after this offering and the sale of the placement shares   7.37    7.39    6.78    6.80    5.85    5.88    4.16    4.19    0.18    0.18 
Dilution to public shareholders  $2.63    2.61    3.22    3.22    4.15    4.12    5.84    5.81    9.82    9.82 
Percentage of dilution to public shareholders   26.30%   26.10%   32.20%   32.20%   41.50%   41.20%   58.40%   58.10%   98.20%   98.20%
   No Redemptions   25% of Maximum
Redemptions
   50% of Maximum
Redemptions
   75% of Maximum
Redemptions
   Maximum
Redemptions
 
   Without
Over-
Allotment
   With
Over-
Allotment
   Without
Over-
Allotment
   With
Over-
Allotment
   Without
Over-
Allotment
   With
Over-
Allotment
   Without
Over-
Allotment
   With
Over-
Allotment
   Without
Over-
Allotment
   With
Over-
Allotment
 
Numerator:                                        
Net tangible book deficit before this offering  $(14,775)   (14,775)   (14,775)   (14,775)   (14,775)   (14,775)   (14,775)   (14,775)   (14,775)   (14,775)
Net proceeds from this offering and the sale of the placement shares(1)   201,495,000    231,495,000    201,495,000    231,495,000    201,495,000    231,495,000    201,495,000    231,495,000    201,495,000    231,495,000 
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value   34,056    34,056    34,056    34,056    34,056    34,056    34,056    34,056    34,056    34,056 
Less: Overallotment liability   (158,300)       (158,300)       (158,300)       (158,300)       (158,300)    
Less: Amounts paid for
redemptions(2)
           (50,000,000)   (57,500,000)   (100,000,000)   (115,000,000)   (150,000,000)   (172,500,000)   (200,000,000)   (230,000,000)
   $201,355,981    231,514,281    151,355,981    174,014,281    101,355,981    116,514,281    51,355,981    59,014,281    1,355,981    1,514,281 
Denominator:                                                  
Ordinary shares outstanding prior to this offering   7,666,667    7,666,667    7,666,667    7,666,667    7,666,667    7,666,667    7,666,667    7,666,667    7,666,667    7,666,667 
Ordinary shares forfeited if over-allotment is not exercised   (1,000,000)       (1,000,000)       (1,000,000)       (1,000,000)       (1,000,000)    
Ordinary shares
offered
   20,000,000    23,000,000    20,000,000    23,000,000    20,000,000    23,000,000    20,000,000    23,000,000    20,000,000    23,000,000 
Private Placement Shares   665,000    655,000    665,000    655,000    665,000    655,000    665,000    655,000    665,000    655,000 
Less: Ordinary shares redeemed           (5,000,000)   (5,750,000)   (10,000,000)   (11,500,000)   (15,000,000)   (17,250,000)   (20,000,000)   (23,000,000)
    27,331,667    31,331,667    22,331,667    25,581,667    17,331,667    19,831,667    12,331,667    14,081,667    7,331,667    8,331,667 
(1)Expenses applied against gross proceeds include offering expenses of approximately $1,155,000 and underwriting commissions of $0.20 per unit, or $4,000,000 in the aggregate (regardless of whether the underwriters’ over-allotment option is exercised), payable to CCM and Clear Street (excluding the business combination marketing fee). See “Use of Proceeds.”
(2)If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”