false --12-31 0002123471 00-0000000 0002123471 2026-07-10 2026-07-10 0002123471 cmiii:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember 2026-07-10 2026-07-10 0002123471 cmiii:ClassOrdinarySharesParValue0.0001PerShareMember 2026-07-10 2026-07-10 0002123471 cmiii:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-07-10 2026-07-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2026 Columbus Circle
Capital Corp III (Exact name of registrant as specified in its
charter) Cayman Islands 001-43112 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3 Columbus Circle , 24th Floor New York , NY 10019 (Address of principal executive offices, including
zip code) Registrant’s telephone number, including
area code: (646) 792-5600 Not Applicable (Former name or former address, if changed since
last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant CCCTU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share CCCT The Nasdaq Stock Market LLC Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share CCCTW The Nasdaq Stock Market LLC Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. On July 8 2026, the registration
statement on Form S-1 (File No. 333-296208; the “ Registration Statement ”) relating to the initial public offering (the
“ IPO ”) of Columbus Circle Capital Corp III (the “ Company ”) was declared effective by the U.S. Securities
and Exchange Commission (the “ Commission ”). On July 10, 2026, the Company
consummated its IPO of 23,000,000 units (the “ Units ”), including 3,000,000 Units issued pursuant to the full exercise
by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the
Company of $230,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class
A Ordinary Shares ”), and one-third of one redeemable warrant of the Company (each whole warrant, a “ Warrant ”),
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement: ● An Underwriting Agreement, dated July 8, 2026, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC, as representatives of the several underwriters (the “ Representatives ”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ● A Business Combination Marketing Agreement, dated July 8, 2026, by and between the Company and the Representatives, a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. ● A Warrant Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ● An Investment Management Trust Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ● A Registration Rights Agreement, dated July 8, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ● A Private Placement Units Purchase Agreement, dated July 8, 2026 (the “ Sponsor Private Placement Units Purchase Agreement ”), by and between the Company and Columbus Circle 3 Sponsor Corporation LLC, a Delaware limited liability company (the “ Sponsor ”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ● A Private Placement Units Purchase Agreement, dated July 8, 2026 (the “ Representatives’ Private Placement Units Purchase Agreement ”), by and between the Company and the Representatives, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ● A Letter Agreement, dated July 8, 2026 (the “ Letter Agreement ”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ● An Administrative Services Agreement, dated July 8, 2026, by and between the Company and Cohen & Company, LLC, an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. ● Indemnity Agreements, dated July 8, 2026 (each, an “ Indemnity Agreement ”), by and among the Company and each director and executive officer of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. The material terms of such agreements are fully
described in the Company’s final prospectus, dated July 8, 2026, as filed with the Commission on July 9, 2026 (the “ Prospectus ”)
and are incorporated herein by reference. 1 Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Representatives’ Private Placement Units
Purchase Agreement, the Company completed the private sale of an aggregate of 665,000 units (the “ Private Placement Units ”)
to the Sponsor and the Representatives, with each Private Placement Unit consisting of one Class A ordinary share and one third of one
redeemable Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $10.00 per Private Placement
Unit, or $6,650,000 in the aggregate. Of the 665,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement Units and
the Representatives purchased 400,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to
the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were
paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act. Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 9, 2026, in connection
with the IPO, Garrett Curran, Alberto Alsina Gonzalez, Matthew Murphy and Marc Spiegel (collectively with Gary Quin, the “ Directors ”)
were appointed to the board of directors of the Company (the “ Board ”). Garrett Curran, Alberto Alsina Gonzalez, Matthew
Murphy and Marc Spiegel are independent directors. Effective July 9, 2026, each of Mr. Spiegel, Mr. Alsina Gonzalez and Mr. Curran
was appointed to the Board’s Audit Committee, with Mr. Curran serving as chair of the Audit Committee. Mr. Alsina Gonzalez
and Mr. Curran were appointed to the Board’s Compensation Committee, with Mr. Alsina Gonzalez serving as chair of the Compensation
Committee. Following the appointment
of the Directors, the Board is comprised of three classes. The term of office of the first class of Directors, which consists of Messrs. Alsina
Gonzalez and Murphy, will expire at the Company’s first annual general meeting of shareholders. The term of office of the second
class of Directors, which consists of Mr. Spiegel and Mr. Curran, will expire at the Company’s second annual general meeting
of shareholders. The term of office of the third class of Directors, which consists of Mr. Quin, will expire at the Company’s
third annual general meeting of shareholders. On July 8, 2026, in connection
with their appointments to the Board, each Director and the Company’s officers entered into the Letter Agreement as well as an Indemnity
Agreement with the Company. Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person
pursuant to which they were appointed as Directors, nor are they party to any transactions required to be disclosed under Item 404(a)
of Regulation S-K involving the Company. The foregoing descriptions
of the Letter Agreement and the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and the form of indemnity agreement, copies of which are attached as Exhibits 10.5 and 10.7 hereto, respectively,
and are incorporated herein by reference. Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year. On July 8, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum
and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on July 8, 2026. The terms
of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein
by reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is
qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached
as Exhibit 3.1 hereto and incorporated herein by reference. 2 Item 8.01. Other Events. A total of $230,000,000 of
the proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may
be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not
be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from
the closing of the IPO (or by such earlier liquidation date as the Company’s Board may approve), subject to applicable law, and
(iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s
Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the
Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or
with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. On July 8, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On July 10, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. 3 Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated July 8, 2026, by and between the Company and the Representatives, as representatives of the several underwriters. 1.2 Business Combination Marketing Agreement, dated July 8, 2026, by and between the Company and the Representatives. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Warrant Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Investment Management Trust Agreement, July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.2 Registration Rights Agreement, dated July 8, 2026, by and among the Company and certain security holders. 10.3 Sponsor Private Placement Units Purchase Agreement, dated July 8, 2026, by and between the Company and the Sponsor. 10.4 Representatives’ Private Placement Units Purchase Agreement, dated July 8, 2026, by and between the Company and the Representatives. 10.5 Letter Agreement, dated July 8, 2026, by and among the Company, its officers, directors, and the Sponsor. 10.6 Administrative Services Agreement, dated July 8, 2026, by and between the Company and Cohen & Company, LLC, an affiliate of the Sponsor. 10.7 Form of Indemnity Agreement. 99.1 Press Release, dated July 8, 2026. 99.2 Press Release, dated July 10, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 SIGNATURE Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized. COLUMBUS CIRCLE CAPITAL CORP III By: /s/ Gary Quin Name: Gary Quin Title: Chief Executive Officer Dated: July 10, 2026 5

Columbus Circle Capital Corp III filed a Form S-1 registration statement on July 8, 2026 for its initial public offering on Nasdaq, offering units consisting of Class A ordinary shares and redeemable warrants at an exercise price of $11.50 per share to raise capital and expand its operational scope.

On July 8, 2026, Columbus Circle Capital Corp III entered into a material definitive agreement by filing a registration statement on Form S-1 (File No. 333-296208) for its initial public offering (IPO). This agreement pertains to the sale of units, each consisting of one Class A ordinary share and one-third of a redeemable warrant. The units are being offered at an exercise price of $11.50 per share for the warrants. This IPO is a strategic move for Columbus Circle Capital Corp III to raise capital in the public market, potentially increasing its operational scope and shareholder base.

Columbus Circle Capital Corp III

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