Business Context and Reporting Period
Columbus Circle Capital Corp II (CMII) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) incorporated on April 3, 2025. The company is an emerging growth company and a shell company. This Form 10-Q covers the quarterly period ended June 30, 2026. The company consummated its Initial Public Offering (IPO) on February 12, 2026, raising $230 million. As of June 26, 2026, the company entered into a Business Combination Agreement to merge with Elroy Air, Inc.
Key Financial Metrics
| Metric | Value (as of June 30, 2026) |
|---|---|
| Trust Account Balance | $233,097,832 |
| Cash (Outside Trust) | $1,087,184 |
| Total Assets | $234,438,667 |
| Net Income (Six Months Ended June 30, 2026) | $1,219,059 |
| Net Income (Three Months Ended June 30, 2026) | $365,807 |
| Operating Expenses (Six Months) | $1,878,773 |
| Interest Income (Six Months) | $3,097,832 |
| Working Capital Deficit | ($343,967) |
| Debt | $0 (No outstanding promissory notes or working capital loans) |
Material Changes vs. Prior Period
- Capitalization: The company transitioned from a pre-IPO shell with no assets to a post-IPO entity with $233 million in the Trust Account following the February 12, 2026 IPO of 23,000,000 units.
- Profitability: The company reported a net income of $1,219,059 for the six months ended June 30, 2026, driven primarily by interest income of $3,097,832 earned on Trust Account investments, offsetting operating costs of $1,878,773. This contrasts with a net loss of $4,644 for the period from inception (April 3, 2025) through June 30, 2025.
- Liabilities: Current liabilities increased to $1,605,114 from $175,048 at December 31, 2025, primarily due to accrued offering costs and accounts payable related to IPO and operational activities.
- Business Combination: A material development occurred on June 26, 2026, with the signing of a Business Combination Agreement to merge with Elroy Air, Inc., which was not present in the prior period.
Outlook, Risks, and Contingencies
- Business Combination: The company plans to merge with Elroy Air, Inc. The transaction includes a $800 million purchase price, a $100 million Closing PIPE investment, and up to 11 million earn-out shares based on stock price and revenue milestones.
- Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern. The company lacks sufficient liquidity to sustain operations for at least one year without completing a business combination or securing additional financing. If a combination is not completed by February 12, 2028, the company will liquidate.
- Contingent Fees: The company has committed to pay a business combination marketing fee of up to $9.8 million to underwriters upon completion of the merger. Additionally, fees of $2.5 million (financial advisor) and $1.5 million (co-placement agent) are due to CCM upon closing.
- Risks: Risks include the failure to consummate a business combination, potential delisting from Nasdaq if the 36-month requirement is not met, and the impact of geopolitical instability or economic downturns on the target business.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which currently stands at approximately $10.13 per share.
- Elroy Air Merger Terms: Review the specific earn-out milestones (stock price targets of $15 and $20, and $50M organic revenue) and the dilution impact of the $100 million PIPE and convertible notes.
- Liquidity Position: Confirm the sufficiency of the $1.08 million cash balance outside the Trust Account to fund operations until the merger closes or liquidation occurs.
- Redemption Rights: Assess the likelihood of public shareholder redemptions, which could reduce the funds available for the transaction and working capital.
- Going Concern Status: Monitor management's progress in securing the business combination to avoid forced liquidation by the February 2028 deadline.