S-1MEF 1 ea0242491-s1mef_columbus1.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 15, 2025.

Registration No. 333-                      

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

Columbus Circle Capital Corp I
(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   99-3947168
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

3 Columbus Circle, 24th Floor
New York NY 10019
(646) 792-5600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Gary Quin
Chief Executive Officer
3 Columbus Circle, 24th Floor
New York NY 10019
(646) 792-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Douglas S. Ellenoff
Stuart Neuhauser
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
(212) 370-1300
  Bradley Kruger
Ogier (Cayman) LLP
89 Nexus Way, Camana Bay,
Grand Cayman
Cayman Islands
KY1-9009
(345) 949-9876
 

Mitchell S. Nussbaum

David J. Levine

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

(212) 407-4000

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-286778

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     Accelerated filer  
             
Non-accelerated filer     Smaller reporting company  
             
        Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed by Columbus Circle Capital Corp I, a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-286778), initially filed by the Registrant on April 25, 2025, and declared effective by the Securities and Exchange Commission on May 15, 2025 (the “Prior Registration Statement”).

 

This Registration Statement covers the registration of an additional 2,300,000 of the Registrant’s units, each consisting of one Class A ordinary share and one-half of one redeemable warrant to purchase a Class A ordinary share of the Registrant. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

 

 

 

CERTIFICATION

 

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth in Exhibit 107 filed herewith by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of May 16, 2025), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than May 16, 2025.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-286778) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

EXHIBIT INDEX

 

Exhibit No.   Description
5.1   Opinion of Ellenoff Grossman & Schole LLP.
     
5.2   Opinion of Ogier (Cayman) LLP, Cayman Islands counsel to the Registrant.
     
23.1   Consent of Withum Smith+Brown, PC.
     
23.2   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1).
     
23.3   Consent of Ogier (Cayman) LLP (included on Exhibit 5.2).
     
107   Filing Fee Table.

 

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Signatures

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 15th day of May, 2025.

 

  Columbus Circle Capital Corp I
   
  By: /s/ Gary Quin
  Name:  Gary Quin
  Title: Chief Executive Officer, Chief Financial Officer and Chairman of the Board

 

POWER OF ATTORNEY

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ Gary Quin   Chief Executive Officer, Chief Financial Officer and Chairman of the Board   May 15, 2025
Gary Quin   (principal executive officer and principal financial and accounting officer)    

 

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Authorized representative IN THE UNITED STATES

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Columbus Circle Capital Corp I, in New York, New York, on the 15th day of May, 2025.

 

  By: /s/ Gary Quin
  Name:  Gary Quin
  Title: Chief Executive Officer, Chief Financial Officer and Chairman of the Board

 

 

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