Cohen Circle Acquisition Corp. II

Cohen Circle Acquisition Corp. II (the "Company") is a blank check company incorporated in the Cayman Islands on December 4, 2024, formed for the purpose of effecting a business combination with one or more businesses ¹. The Company has not generated any operating revenues to date and does not expect to do so until it consummates its initial business combination ². The Company intends to concentrate its efforts on identifying companies in the financial services technology (fintech) sector and fintech adjacent sectors that power transformation and innovation, including financial services, real estate, insurance, e-commerce, and related technology infrastructure sectors ³. The Company expects to pursue global businesses but may also acquire a domestic company, explicitly stating it does not intend to acquire companies with speculative business plans or those that are excessively leveraged ⁴.

The Company believes its competitive strengths include the significant financial services, financial technology, and banking experience and contacts of its management team, particularly Betsy Z. Cohen, Chief Executive Officer, President, and Director, and Daniel G. Cohen, Chairman of the Board ⁵. Ms. Cohen has over 40 years of experience in the financial services industry, and Mr. Cohen has over 23 years ⁶. This experience is expected to provide a competitive advantage in evaluating businesses and acquisition opportunities ⁷. The Company also highlights an established deal sourcing network due to its team's extensive experience in financial services and venture capital ⁸. Furthermore, with a trust account initially holding $253,000,000 ⁹ and a public market for its ordinary shares, the Company offers a target business various options to facilitate a future business transaction and fund growth ¹⁰. The Company's status as an existing public company is also presented as an attractive feature for target businesses, offering an alternative to a traditional initial public offering ¹¹.

The Company's core business model is to identify and complete an initial business combination, utilizing cash from the proceeds of its initial public offering and private placement, its equity, debt, or a combination thereof ¹². The Company will not engage in any substantive commercial business for an indefinite period until this combination is effected ¹³. Revenue generation is not expected until after the completion of a business combination ¹⁴. The primary customer segments are not explicitly defined, as the Company is a SPAC seeking a target business, but its focus is on the fintech sector and fintech adjacent sectors ¹⁵.

For the fiscal year ended December 31, 2025, the Company reported a net income of $4,355,499 ¹⁶. This net income was primarily derived from interest earned on marketable securities held in the Trust Account, amounting to $5,050,313 ¹⁷. These earnings were partially offset by general and administrative costs of $694,814 ¹⁸. The Company did not generate any operating revenues during this period ¹⁹. For the period from December 4, 2024 (inception) through December 31, 2024, the Company had a net loss of $15,824 ²⁰, consisting solely of general and administrative costs ²¹.

The Company's financial position as of December 31, 2025, shows that $253,000,000 ²² was placed in the Trust Account following the closing of the initial public offering and private placement ²³. Net cash used in operating activities for the year ended December 31, 2025, was $819,729 ²⁴. The Company had access to approximately $1,852,928 ²⁵ from the proceeds of the initial public offering and the sale of placement units outside the trust account to fund working capital requirements as of December 31, 2025 ²⁶. The Company also withdrew $400,000 ²⁷ in interest from the Trust Account for working capital purposes during the year ended December 31, 2025 ²⁸. Total transaction costs related to the initial public offering amounted to $15,752,775 ²⁹, comprising $4,400,000 ³⁰ in cash underwriting fees, $10,780,000 ³¹ in deferred underwriting fees, and $572,775 ³² in other offering costs ³³. The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities other than an agreement to pay its sponsor or its affiliate $30,000 per month for office space and support services ³⁴, and its Chief Financial Officer up to $12,500 per month ³⁵.

During the reported period, the Company consummated its initial public offering of 25,300,000 units on July 2, 2025, generating gross proceeds of $253,000,000 ³⁶. Simultaneously, it sold 720,000 placement units in a private placement for $7,200,000 ³⁷. The Company also repaid an unsecured promissory note to the sponsor amounting to $136,753 ³⁸ on July 2, 2025 ³⁹.

The Company intends to use substantially all of the funds held in the Trust Account, including any interest earned (net of permitted withdrawals and excluding deferred underwriting commissions), to complete its Business Combination ⁴⁰. If share capital or debt is used as consideration, the remaining proceeds in the Trust Account will be allocated as working capital for the target business's operations, other acquisitions, and growth strategies ⁴¹. Funds held outside the Trust Account are primarily intended for identifying and evaluating target businesses, conducting due diligence, travel, reviewing corporate documents, and structuring, negotiating, and completing a Business Combination ⁴².

To address potential working capital deficiencies or finance transaction costs, the Sponsor or an affiliate may, but is not obligated to, loan the Company additional funds ⁴³. These Working Capital Loans would be repaid upon the completion of a Business Combination, without interest, or up to $2,500,000 ⁴⁴ of such loans may be convertible into units at a price of $10.00 per unit ⁴⁵ at the lender's discretion ⁴⁶. The Company also has permitted withdrawals available up to an annual limit of $400,000 ⁴⁷ from interest earned in the Trust Account for working capital purposes ⁴⁸. As of December 31, 2025, the Company had withdrawn $400,000 ⁴⁹ and has no further amounts available for permitted withdrawals until July 2, 2026 ⁵⁰.

The Company's amended and restated memorandum and articles of association stipulate a "completion window" ending on July 2, 2027, or October 2, 2027, if a definitive agreement for an initial business combination has been executed by July 2, 2027, but not completed ⁵¹. If the Company anticipates it may not complete its initial business combination within this period, it may seek shareholder approval for amendments to extend this period ⁵². However, the Company does not expect to extend the time period beyond 36 months from the closing of the initial public offering ⁵³. If an initial business combination is not consummated within the completion window, the Company will redeem 100% of its public shares for a pro rata portion of the funds in the trust account, expected to be approximately $10.00 per Class A ordinary share ⁵⁴, and then liquidate and dissolve ⁵⁵.

The Company is subject to Nasdaq rules requiring that its initial business combination have an aggregate fair market value of at least 80% of the value of assets held in the trust account (excluding deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement ⁵⁶. The board of directors will determine fair market value, or an opinion from an independent entity will be obtained if the board cannot independently determine it ⁵⁷. The Company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient for it not to be required to register as an investment company ⁵⁸.

The Company faces several material risks, including the possibility that public shareholders may not have an opportunity to vote on a proposed business combination, allowing a combination to proceed even without majority public shareholder support ⁵⁹. The sponsor, officers, and directors have agreed to vote their founder shares and placement shares in favor of an initial business combination, potentially influencing the vote outcome ⁶⁰. The ability of public shareholders to redeem shares for cash may make the Company's financial condition unattractive to potential targets, hindering the completion of a desirable business combination or optimizing its capital structure ⁶¹. The requirement to complete a business combination within the prescribed completion window may give target businesses leverage in negotiations and limit due diligence capabilities as the deadline approaches ⁶². Insufficient funds outside the trust account could limit the search for a target, making the Company dependent on sponsor loans ⁶³. Geopolitical instability, such as the Russia-Ukraine and Israel-Hamas conflicts, could adversely affect the search for a business combination by increasing market volatility, decreasing liquidity, and making third-party financing unavailable ⁶⁴. If the Company fails to complete a business combination within the completion window, public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, and warrants will expire worthless ⁶⁵. Third-party claims against the Company could reduce the funds in the trust account, leading to a per-share redemption amount less than $10.00 ⁶⁶. The nominal purchase price paid by the sponsor for founder shares may result in significant dilution to public shareholders upon a business combination, and the sponsor could profit substantially even if the trading price of ordinary shares declines ⁶⁷. The Company may be deemed an investment company under the Investment Company Act, imposing burdensome compliance requirements and restricting activities ⁶⁸. The 1% excise tax on stock repurchases under the Inflation Reduction Act of 2022 may decrease the value of securities, hinder business combinations, and reduce liquidation distributions ⁶⁹.

Management's overall tone emphasizes their extensive experience in financial services and financial technology, particularly that of Betsy Z. Cohen and Daniel G. Cohen, as a key competitive strength in identifying and evaluating acquisition opportunities ⁷⁰. They highlight their track record of successfully closing multiple business combinations with similar vehicles, believing this will be viewed positively by potential target sellers ⁷¹. A primary strategic priority is to identify and complete an initial business combination within the completion window, which ends on July 2, 2027, or October 2, 2027, if a definitive agreement is signed by July 2, 2027 ⁷². Management also prioritizes maintaining financial flexibility, noting the initial $253,000,000 ⁷³ in the trust account and the ability to use equity, debt, or cash for a business combination ⁷⁴. They acknowledge the need to manage working capital outside the trust account, with an annual limit of $400,000 ⁷⁵ in permitted withdrawals from interest earned in the trust account, and the potential for sponsor loans up to $2,500,000 ⁷⁶ to fund working capital deficiencies or transaction costs ⁷⁷.