CMII

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 smaller reporting company. This Form 10-Q covers the quarterly period ended March 31, 2026. The company consummated its Initial Public Offering (IPO) on February 12, 2026, and is currently in the pre-business combination phase, searching for a target in the EMEA and LatAm regions.

Key Financial Metrics

Material Changes vs. Prior Period

The reporting period represents a significant transition from a pre-IPO shell company to a post-IPO SPAC.

• Capitalization: On February 12, 2026, the company completed an IPO of 23,000,000 units at $10.00 per unit, including the full exercise of the 3,000,000 unit over-allotment option, generating gross proceeds of $230,000,000. Simultaneously, a private placement of 665,000 units was sold for $6,650,000.
• Trust Account: As of December 31, 2025, the Trust Account balance was $0. As of March 31, 2026, $230,000,000 was deposited into the Trust Account, which grew to $231,052,687 due to interest income.
• Assets: Total assets increased from $153,984 at year-end 2025 to $232,571,436 at March 31, 2026.
• Equity: Shareholders' equity shifted from a deficit of $(21,064) to a positive balance of $1,415,059, driven by the IPO proceeds and net income, though a significant portion of proceeds is classified as temporary equity (redeemable shares).

Outlook, Risks, and Management Commentary

Outlook and Timeline: The company has until February 12, 2028 (24 months from the IPO closing) to consummate a Business Combination. If unsuccessful, the company will liquidate and redeem public shares from the Trust Account. Management believes current working capital outside the Trust Account is sufficient to fund operations for at least one year.

Contingencies and Fees:

• Marketing Fee: A deferred fee of $9,800,000 is payable to underwriters (CCM and Clear Street) upon the successful completion of a Business Combination.
• Administrative Fees: The company pays $10,000 per month to a Sponsor affiliate for office and administrative support.
• Working Capital Loans: The Sponsor may loan up to $1,500,000 for transaction costs, convertible into units at $10.00 per unit. No such loans were outstanding as of March 31, 2026.

Risks:

• Trade Policy: Recent changes in U.S. tariffs and international trade policies could negatively impact the search for targets or the performance of a post-combination company.
• Liquidity: While management believes funds are sufficient, underestimation of due diligence costs could require additional financing.
• Investment Company Act: The company monitors its status to avoid being deemed an investment company, potentially liquidating Trust investments into cash if necessary.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance of the Trust Account ($231,052,687) and the per-share redemption value ($10.05 as of March 31, 2026).
• Combination Deadline: Confirm the 24-month deadline (February 12, 2028) and any potential extensions requiring shareholder approval.
• Deferred Fees: Note the $9,800,000 contingent marketing fee payable only upon a successful Business Combination.
• Warrant Terms: Review the exercise price of $11.50 per share and the redemption trigger price of $18.00 per share for Public Warrants.
• Founder Share Vesting: Confirm that the 1,000,000 Class B shares subject to forfeiture were retained due to the full exercise of the over-allotment option.