SCHEDULE: Glazer Capital Opposes Columbus Circle Merger Terms

Glazer Capital, holding a 7.7% stake in Columbus Circle Capital Corp. I, has expressed opposition to the proposed business combination with ProCap BTC, citing concerns for public shareholders.

Summary

• Glazer Capital, LLC and Paul J. Glazer (Reporting Persons) beneficially own 1,989,461 Class A ordinary shares of Columbus Circle Capital Corp. I.
• This represents 7.7% of the outstanding shares, based on 25,705,000 shares as of November 13, 2025.
• The Reporting Persons invested approximately $27,037,359 to acquire these shares, using working capital from the Glazer Funds.
• They believe the proposed business combination between Columbus Circle Capital Corp. I and ProCap BTC, as currently structured, is not in the best interests of public shareholders.
• Glazer Capital intends to vote against the proposed business combination in its present form.
• They are open to constructive engagement to explore modifications, suggesting a reduction in the Sponsor's promote shares and transaction-related fees, with redistribution to public and preferred shareholders.
• The Reporting Persons reserve the right to redeem some or all of their shares or change their voting intentions.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a significant shareholder's explicit opposition to the proposed business combination, indicating potential difficulties or delays for the transaction. While they are open to negotiation, their current stance is against the deal as structured, which creates uncertainty.

Positives

• Reporting Persons are open to constructive engagement to find a mutually beneficial solution for the business combination.
• Their proposed modifications aim to enhance the attractiveness of the transaction, improve capital structure stability, and create a more balanced outcome for public and preferred investors.

Negatives

• Reporting Persons believe the proposed business combination, as currently structured, is not in the best interests of public shareholders.
• They intend to vote against the proposed business combination in its present form.

Risks

• The proposed business combination with ProCap BTC may not proceed as currently structured due to shareholder opposition.
• The Reporting Persons may redeem some or all of their shares, potentially impacting the capital available for the business combination.
• Future actions by Reporting Persons, including selling shares or engaging in short selling, could affect the Issuer's stock price.

Future Outlook

The Reporting Persons are open to engaging constructively with the Issuer, Sponsor, and Target to explore potential modifications to the proposed business combination or related terms. They believe a reallocation framework, including reducing the Sponsor's promote shares and transaction fees, could enhance the transaction's attractiveness, improve capital structure stability, and create a more balanced outcome for investors. However, these discussions are preliminary and non-binding.

Management Comments

• "We do not believe that the proposed business combination between the Issuer and ProCap BTC, as currently structured, is in the best interests of public shareholders."
• "We remain open to engaging constructively with the Issuer, the Sponsor, and the Target to explore potential modifications to the proposed business combination or related terms that could make the transaction more attractive and accretive for all stakeholders."
• "One potential path to improving the alignment of interests among all stakeholders includes materially reducing the Sponsor's promote shares and certain transaction-related fees, with a view toward redistributing a portion of such economics to (i) a pool allocated to public shareholders who elect not to redeem their shares in connection with the proposed business combination, and (ii) the preferred stockholders."
• "We believe that exploring such a reallocation framework could enhance the attractiveness of the proposed business combination, improve capital structure stability, and create a more balanced outcome for public and preferred investors."
• "At this time, we intend to vote against the proposed business combination in its present form."

Industry Context

This filing highlights a common dynamic in SPAC (Special Purpose Acquisition Company) transactions where institutional investors, particularly those with significant stakes, may challenge the terms of a proposed de-SPAC merger if they perceive an imbalance in value distribution, especially concerning sponsor economics. Such activism often aims to realign incentives and secure better terms for public shareholders, reflecting broader market scrutiny on SPAC structures and their fairness.

Stakeholder Impact

• Shareholders (Public): Potential for improved terms if Glazer Capital's suggestions are adopted, or risk of a failed business combination if no agreement is reached.
• Preferred Stockholders: Potential for redistribution of economics to their benefit if Glazer Capital's suggestions are adopted.
• Sponsor: Potential reduction in promote shares and transaction-related fees, impacting their economic interest.
• Issuer (Columbus Circle Capital Corp. I): Faces pressure to renegotiate the business combination terms to secure shareholder approval.
• Target (ProCap BTC): The proposed merger faces uncertainty and potential delays or restructuring.

Next Steps

• The Reporting Persons may engage in further constructive discussions with the Issuer, Sponsor, and Target regarding potential modifications to the business combination terms.
• The Issuer, Sponsor, and Target may need to evaluate the proposed modifications, including reducing sponsor promote shares and transaction fees.
• Shareholders will vote on the proposed business combination.
• The Reporting Persons may purchase additional shares, sell shares, or engage in short selling or hedging activities.

Key Dates

Recommendation

The filing indicates significant shareholder opposition to the proposed business combination, creating uncertainty around the deal's approval and terms. While Glazer Capital's suggestions could lead to a more favorable outcome for public shareholders, the current 'vote against' stance introduces considerable risk. Investors should hold to monitor developments, particularly any renegotiations of the merger terms or changes in Glazer Capital's position, before making further investment decisions. A 'sell' might be premature if negotiations lead to better terms, and a 'buy' is too risky given the current opposition.

Keywords

Columbus Circle Capital Corp. I, Glazer Capital, Schedule 13D, SPAC, Business Combination, ProCap BTC, Shareholder Activism, Investment Management, Corporate Governance, Merger Opposition