Note 25 - Subsequent Event |
6 Months Ended |
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Jun. 30, 2026 | |
| Notes to Financial Statements | |
| Subsequent Events [Text Block] |
25. Subsequent Event
Columbus Circle III
On July 10, 2026, Columbus Circle Capital Corp. III (NASDAQ: CCCTU) (the “Columbus Circle III SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 23,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option.
The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle 3 Sponsor Corp LLC, the sponsor of Columbus Circle III SPAC (the “Columbus Circle III Sponsor”). CCM acted as the lead underwriter in the IPO.
Each Unit consists of one Class A ordinary share of Columbus Circle III SPAC, par value $0.0001 per share (“Class A Ordinary Shares”), and one- of one warrant (each, a “Warrant”), each whole Warrant entitles the holder to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold in the IPO at an offering price of $10.00 per Unit, for gross proceeds of $230,000 (before underwriting discounts and commissions and offering expenses).
If Columbus Circle III SPAC fails to consummate a Business Combination within the first 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless Columbus Circle III SPAC’s shareholders approve an amendment to Columbus Circle III SPAC’s amended and restated memorandum and articles of association to extend the amount of time Columbus Circle III SPAC will have to consummate an initial Business Combination.
Columbus Circle III Sponsor purchased an aggregate of 265,000 of Columbus Circle III SPAC’s placement units (“Placement Units”) in a private placement that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $2,650, or $10.00 per Placement Unit. Additionally, CCM used its underwriting fee of $3,600 to purchase 360,000 Placement Units in the Private Placement for an aggregate of $3,600. Each Placement Unit consists of one Class A Ordinary Share and -third of one redeemable warrant (a “Placement Warrant”). The Placement Units are identical to the Units sold in the IPO except that Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of Columbus Circle III SPAC’s initial Business Combination, (ii) will be entitled to certain registration rights, and (iii) with respect to the Placement Warrants held by CCM and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA rules. Subject to certain limited exceptions, the Placement Units (including the underlying Placement Warrants and Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of Columbus Circle III SPAC’s initial Business Combination.
Certain non-controlling interests in the Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Sponsor, either directly or indirectly, and have an interest in the SPAC’s founder shares through such membership interests in the Sponsor. The number of the SPAC’s founder shares in which such non-controlling interests in the Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the SPAC’s founder shares currently allocated to the Operating LLC is approximately 2.28 million shares, but such number of founder shares will also not be finally and definitively determined until the consummation of a Business Combination.
The entire $2,650 invested by Columbus Circle III Sponsor in consideration for the above-described 265,000 Placement Units of Columbus Circle III SPAC was raised from third party investors. As the managing member of Columbus Circle III Sponsor, the Operating LLC consolidates Columbus Circle III Sponsor and treats Columbus Circle III Sponsor’s investment in Columbus Circle III SPAC as an equity method investment. The $2,650 raised from third party investors is treated by the Operating LLC as non-controlling interest.
The Columbus Circle III Sponsor holds an aggregate of 7,666,667 founder shares in the SPAC. Subject to certain limited exceptions, the founder shares will not be transferable or salable until the earlier to occur of: (i) six months after the completion of the IPO, and (ii) the date on which the SPAC completes a liquidation, merger, share exchange or other similar transaction after its initial Business Combination that results in all of the SPAC’s shareholders having the right to exchange their Class A Ordinary Shares underlying the founder shares for cash, securities or other property.
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