Cohen Circle Acquisition Corp. II

Cohen Circle Acquisition Corp. II (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on December 4, 2024 ²⁴. Its sole business objective is to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more target businesses ²⁴. The Company has not generated any operating revenues to date and does not expect to do so until it consummates its initial business combination ²⁴. 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 ²⁴. However, it is not restricted to these industries and may pursue a business combination outside of them ²⁴. The Company explicitly states it does not intend to acquire companies with speculative business plans or those that are excessively leveraged ²⁴.

The Company believes its management team possesses competitive strengths derived from significant operating and investing experience in the financial services and financial technology industries ²⁴. Specifically, Betsy Z. Cohen, CEO, President, and Director, has over 40 years of experience, including founding and serving as CEO of The Bancorp, Inc. ²⁴. Daniel G. Cohen, Chairman of the Board, has over 23 years of experience in financial services and financial technology, and was also a founder of The Bancorp, Inc. ²⁴. This experience is expected to provide a competitive advantage in evaluating acquisition opportunities ²⁴. The management team also leverages an established deal sourcing network from their extensive experience in financial services and venture capital ²⁴. The Company's structure as a public company, with a trust account initially holding $253,000,000 ²⁴, offers flexibility in structuring acquisitions using equity, debt, cash, or a combination thereof, which is seen as an attractive alternative to a traditional IPO for target businesses ²⁴.

The core business model of Cohen Circle Acquisition Corp. II is to identify and acquire a target business, thereby providing it with public market access. The Company generates non-operating income primarily from interest earned on marketable securities held in its Trust Account ²⁴. Revenue generation from operations is not expected until after the completion of a business combination ²⁴. The primary customer segments are not directly applicable to the Company itself, as it is a SPAC seeking to acquire an operating business. The Company's structure involves a trust account where $253,000,000 ²⁴ from the initial public offering and private placement was deposited, to be used for the business combination or redeemed by public shareholders under specific conditions ²⁴.

For the fiscal year ended December 31, 2025, the Company reported a net income of $4,355,499 ²⁴. This net income was primarily driven by interest earned on marketable securities held in the Trust Account, amounting to $5,050,313 ²⁴. These gains were partially offset by general and administrative costs of $694,814 ²⁴. For the period from December 4, 2024 (inception) through December 31, 2024, the Company had a net loss of $15,824 ²⁴, consisting entirely of general and administrative costs ²⁴. Net cash used in operating activities for the year ended December 31, 2025, was $819,729 ²⁴. This figure was influenced by the net income of $4,355,499 ²⁴, the deduction of interest earned on marketable securities of $5,050,313 ²⁴, a payment of general and administrative costs through a promissory note – related party of $54,568 ²⁴, and changes in operating assets and liabilities which used $179,483 ²⁴. As of December 31, 2025, the Company had access to $1,852,928 ²⁴ from the proceeds of the initial public offering and private placement, held outside the trust account for working capital ²⁴.

The Company's initial public offering was consummated on July 2, 2025, raising gross proceeds of $253,000,000 ²⁴ from the sale of 25,300,000 units ²⁴. Simultaneously, 720,000 placement units were sold in a private placement to the sponsor and Clear Street for $10.00 per unit, generating $7,200,000 ²⁴. A total of $253,000,000 ²⁴ was placed in the Trust Account following these closings ²⁴. Transaction costs related to the IPO amounted to $15,752,775 ²⁴, including $4,400,000 ²⁴ in cash underwriting fees, $10,780,000 ²⁴ in deferred underwriting fees, and $572,775 ²⁴ in other offering costs ²⁴. The Company withdrew $400,000 ²⁴ in interest from the Trust Account for working capital during the year ended December 31, 2025 ²⁴.

The Company's primary outlook is centered on completing its initial business combination within the prescribed completion window, which ends on July 2, 2027, or October 2, 2027, if a definitive agreement is executed by July 2, 2027 ²⁴. If a business combination is not completed within this timeframe, the Company will cease operations, redeem its public shares, and liquidate ²⁴. The Company expects the pro rata redemption price to be approximately $10.00 per Class A ordinary share, excluding any interest earned on such funds ²⁴.

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 ²⁴. If equity or debt is used as consideration, remaining proceeds in the Trust Account will be allocated as working capital for the acquired business's operations, other acquisitions, and growth strategies ²⁴. Funds held outside the Trust Account, which amounted to approximately $1,852,928 ²⁴ as of December 31, 2025, are primarily intended for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, and structuring/negotiating a Business Combination ²⁴.

The Company may need to obtain additional financing to complete its initial business combination, either due to the transaction requiring more cash than available in the trust account or if a significant number of public shares are redeemed ²⁴. This additional financing could involve issuing more securities or incurring debt, which may dilute existing public shareholders or introduce senior debt obligations ²⁴. The Company aims to target businesses with enterprise values greater than what can be acquired with the net proceeds from the IPO and private placement, necessitating additional financing if the cash portion of the purchase price exceeds available trust account funds after redemptions ²⁴. The sponsor or its affiliates may provide working capital loans, up to $2,500,000 ²⁴, which could be convertible into units at $10.00 per unit upon consummation of the business combination ²⁴.

The Company has permitted withdrawals available up to an annual limit of $400,000 ²⁴ from interest earned in the Trust Account for working capital purposes ²⁴. For the year ended December 31, 2025, the Company already withdrew $400,000 ²⁴ and has no further amounts available for permitted withdrawals until July 2, 2026 ²⁴. The Company does not believe it will need to raise additional funds to meet operating expenditures, but acknowledges that if the estimated costs of identifying and negotiating a target business are less than actual amounts, it may have insufficient funds ²⁴.

The Company faces several material risks, including the possibility that public shareholders may not have an opportunity to vote on the proposed business combination, allowing the Company to complete a transaction even if a majority of public shareholders do not support it ²⁴. The sponsor, officers, and directors have agreed to vote their shares in favor of an initial business combination, regardless of public shareholder votes, and their collective ownership of approximately 26.3% ²⁴ of outstanding ordinary shares means only an additional 8,228,334 ²⁴ or approximately 32.5% ²⁴ of public shares would be needed for approval, assuming all outstanding shares are voted ²⁴. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially hindering the completion of a desirable business combination or optimizing its capital structure ²⁴. If the net proceeds outside the trust account and permitted withdrawals are insufficient, the Company may depend on loans from its sponsor or management, or be forced to liquidate, resulting in public shareholders receiving approximately $10.00 per share ²⁴ or less, and warrants expiring worthless ²⁴. Geopolitical instability, such as the ongoing Russia-Ukraine conflict and Israel-Hamas conflict, could negatively impact the search for a business combination due to increased market volatility, decreased market liquidity, and unavailability of third-party financing ²⁴. Changes in laws or regulations, particularly the SEC's new rules relating to SPACs adopted on January 24, 2024, may increase costs and time needed to complete a business combination, or constrain the circumstances under which one can be completed ²⁴. The Company may be deemed a "passive foreign investment company" (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors ²⁴. The 1% excise tax on stock repurchases under the Inflation Reduction Act of 2022 may apply to redemptions, potentially decreasing the value of securities and hindering the ability to consummate a business combination ²⁴.

Management's message to shareholders emphasizes their extensive experience in financial services and financial technology, with Betsy Z. Cohen, CEO and President, having over 40 years of experience, and Daniel G. Cohen, Chairman, having over 23 years ²⁴. They highlight their track record of successfully closing multiple business combinations with similar vehicles, believing this will be viewed positively by potential target sellers ²⁴. The strategic priorities are clearly focused on identifying and acquiring a target business within the financial services technology (fintech) sector and fintech adjacent sectors, leveraging their expertise and established deal sourcing network ²⁴. Management also stresses the Company's strong financial position and flexibility, with $253,000,000 ²⁴ initially in the trust account, offering various options to facilitate a future business transaction and fund growth ²⁴. They acknowledge the need to complete an initial business combination within the completion window, which ends on July 2, 2027, or October 2, 2027, if a definitive agreement is executed by July 2, 2027 ²⁴, and the potential for additional financing if required ²⁴.