v3.26.1
S-K 1603, SPAC Sponsor; Conflicts of Interest
Jun. 26, 2026
Spac Sponsor And Conflicts Of Interest Line Items  
Fiduciary Duties to Other Companies, SPAC Officers and Directors [Table Text Block]

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.
SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block]

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement units, as summarized in the table below. In addition to the restrictions set forth below, up to 1,000,000 founder shares are subject to forfeiture to the extent the over-allotment option is not exercised; further, in the event of a transfer of sponsor membership interests by members of our sponsor or their affiliates, there will be an indirect transfer of the founder shares and private placement units held by our sponsor. While there are currently no circumstances or arrangements contemplated under which our sponsor, its members or affiliates, or our directors or officers could indirectly transfer ownership of securities owned by our sponsor through transfers of sponsor membership interests, in certain limited circumstances such transfers are not prohibited. For more information, see “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Units”.

Subject Securities   Expiration Date   Natural Persons and Entities
Subject to Restrictions
  Exceptions to Transfer
Restrictions
Founder Shares   The earlier of (A) six months after the completion of our initial business combination and (B) 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 Class A ordinary shares for cash, securities or other property.  

Columbus Circle 3
Sponsor Corporation LLC

Gary Quin

Joseph W. Pooler, Jr.

Garrett Curran

Alberto Alsina Gonzalez

Matthew Murphy

Marc Spiegel

  Transfers permitted (a) to our officers, directors or consultants, any affiliate or family member of any of our officers, directors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor to its respective members, partners or shareholders pursuant to our sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon the dissolution of our sponsor, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.
             
Private Placement Units (including underlying securities)   30 days after the completion of our initial business combination  

Columbus Circle 3
Sponsor Corporation LLC

Gary Quin

Joseph W. Pooler, Jr.

Garrett Curran

Alberto Alsina Gonzalez

Matthew Murphy

Marc Spiegel

  Same as above, except CCM and Clear Street shall also be permitted to make the same type of transfers to their affiliates as the sponsor can make to its affiliates as described above.
             
Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants   180 days from the date of this prospectus  

Columbus Circle 3
Sponsor Corporation LLC

Gary Quin

Joseph W. Pooler, Jr.

Garrett Curran

Alberto Alsina Gonzalez

Matthew Murphy

Marc Spiegel

  We, our sponsor and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the representatives of the underwriters, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any units, Share Rights, shares or any other securities convertible into, or exercisable, or exchangeable for, shares, subject to certain exceptions. The representatives in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement units pursuant to the letter agreement described in the immediately preceding paragraphs.