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's core business model is to identify, evaluate, acquire, and operate a target business, utilizing cash from the proceeds of its initial public offering and private placement, as well as its equity, debt, or a combination thereof ⁵. The Company generates non-operating income in the form of interest income on marketable securities held in its Trust Account ⁶. It incurs expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses ⁷. The Company's strategy leverages the significant financial services, financial technology, and banking experience and contacts of its Chief Executive Officer, President, and Director, Betsy Z. Cohen, and its Chairman of the Board of Directors, Daniel G. Cohen, along with other directors and affiliates of the sponsor ⁸.

For the fiscal year ended December 31, 2025, the Company reported a net income of $4,355,499 ⁹. This was primarily driven by interest earned on marketable securities held in the Trust Account, amounting to $5,050,313 ¹⁰. General and administrative costs for the same period were $694,814 ¹¹. For the period from December 4, 2024 (inception) through December 31, 2024, the Company had a net loss of $15,824, consisting entirely of general and administrative costs ¹².

The Company consummated its initial public offering on July 2, 2025, issuing 25,300,000 units, including the full exercise of the over-allotment option, generating gross proceeds of $253,000,000 ¹³. Simultaneously, it sold 720,000 placement units in a private placement to its sponsor and Clear Street at $10.00 per unit, generating total gross proceeds of $7,200,000 ¹⁴. Following these closings, $253,000,000 was placed in the Trust Account ¹⁵. Transaction costs related to the initial public offering totaled $15,752,775, comprising $4,400,000 in cash underwriting fees, $10,780,000 in deferred underwriting fees, and $572,775 in other offering costs ¹⁶. As of December 31, 2025, the Company had access to $1,852,928 from the proceeds of the initial public offering and private placement outside the trust account to fund working capital requirements ¹⁷. Net cash used in operating activities for the year ended December 31, 2025, was $819,729 ¹⁸. The Company withdrew $400,000 in interest from the Trust Account for working capital purposes during the year ended December 31, 2025 ¹⁹.

The Company's management team has a history of involvement with other blank check companies, including FinTech Acquisition Corp. I, II, III, IV, V, VI, FTAC Olympus Acquisition Corp., Insurance Acquisition Corp. I, II, FTAC Emerald Acquisition Corp., Cohen Circle Acquisition Corp. I, FTAC Athena Acquisition Corp., FTAC Hera Acquisition Corp., FTAC Parnassus Acquisition Corp., FTAC Zeus Acquisition Corp., and BTC Development Corp. ²⁰. Several of these entities successfully completed business combinations, such as FinTech I acquiring FTS Holding Corporation (CardConnect Corp.), FinTech II acquiring Intermex Holdings II (International Money Express, Inc.), FinTech III acquiring Paya, Inc., FinTech IV acquiring PWP Holdings LP (Perella Weinberg Partners), FTAC Olympus acquiring Payoneer Inc. (Payoneer Global Inc.), INSU I merging with Shift Technologies, Inc., INSU II merging with Metromile, Inc., FTAC Emerald completing its business combination with Fold Holdings, Inc., and Cohen Circle I completing its business combination with Kyivstar Group Ltd. ²¹.

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 ²². If share capital or debt is used as consideration, remaining Trust Account proceeds will be used for working capital, other acquisitions, and growth strategies of the target business ²³. The funds held outside the Trust Account are primarily designated for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, and structuring, negotiating, and completing a Business Combination ²⁴.

To address potential working capital deficiencies or finance transaction costs, the Sponsor or an affiliate may loan the Company funds, which would be repaid upon completion of a Business Combination ²⁵. Up to $2,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit upon consummation of the Business Combination ²⁶. The Company has an annual limit of $400,000 for permitted withdrawals from interest earned in the Trust Account for working capital purposes ²⁷. As of December 31, 2025, the Company had already withdrawn $400,000 in interest and has no further amounts available for permitted withdrawals until July 2, 2026 ²⁸.

The Company's amended and restated memorandum and articles of association require it to complete its initial business combination within the "completion window," which is the period ending on July 2, 2027, or October 2, 2027, if a definitive agreement is executed by July 2, 2027 ²⁹. If the Company anticipates it may not meet this deadline, it may seek shareholder approval for extensions, offering public shareholders the opportunity to redeem their shares ³⁰. The Company does not expect to extend the time period beyond 36 months from the closing of the initial public offering ³¹.

The Company is subject to Nasdaq rules requiring its initial business combination to 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) at the time of signing a definitive agreement ³². The board of directors will determine fair market value, or an independent entity will provide an opinion if the board cannot make an independent determination ³³. The Company anticipates structuring its initial business combination to own or acquire 100% of the target's equity interests or assets, or at least 50% of the outstanding voting securities or a controlling interest sufficient to avoid being registered as an investment company ³⁴.

The Company may need to obtain additional financing if the transaction requires more cash than available from the Trust Account or if a significant number of public shares are redeemed ³⁵. This additional financing could involve issuing additional securities or incurring debt, potentially leading to significant dilution for public shareholders or senior rights for debt holders ³⁶. The Company intends to target businesses with enterprise values greater than what can be acquired with the net proceeds of the initial public offering and private placement, necessitating additional financing if the cash portion of the purchase price exceeds available funds ³⁷.

The Company faces several material risks, including the possibility that public shareholders may not have an opportunity to vote on the proposed business combination, as the Company may complete it without shareholder approval unless required by law or Nasdaq rules ³⁸. The sponsor, officers, and directors have agreed to vote their founder shares and placement shares in favor of a business combination, regardless of how public shareholders vote, potentially influencing the outcome ³⁹. The ability of public shareholders to redeem shares for cash may make the Company's financial condition unattractive to potential targets, or if too many redemptions occur, it may prevent the Company from meeting closing conditions or optimizing its capital structure ⁴⁰. The requirement to complete a business combination within the completion window may give target businesses leverage in negotiations and limit due diligence time ⁴¹. If the net proceeds outside the trust account are insufficient, the Company will depend on loans from its sponsor or management, and failure to secure such funds could lead to liquidation, with public shareholders receiving approximately $10.00 per share or less, and warrants expiring worthless ⁴². Geopolitical instability, such as the Russia-Ukraine conflict and Israel-Hamas conflict, could negatively impact the search for a business combination by increasing market volatility, decreasing liquidity, and making third-party financing unavailable ⁴³. Changes in international trade policies and tariffs could also adversely affect the attractiveness of targets or the performance of a post-combination company ⁴⁴. If the Company is deemed an investment company under the Investment Company Act, its activities could be restricted, and it would face burdensome compliance requirements, potentially hindering its ability to complete a business combination ⁴⁵. The 1% excise tax imposed by the Inflation Reduction Act of 2022 on stock repurchases could decrease the value of securities, hinder business combination efforts, and reduce funds available for liquidation ⁴⁶.

Management emphasizes its extensive experience in the financial services and financial technology industries, particularly through Betsy Z. Cohen and Daniel G. Cohen, who have been involved in numerous successful blank check company business combinations ⁴⁷. This experience is highlighted as a competitive strength for identifying, evaluating, acquiring, and operating a target business ⁴⁸. The Company's strategic priorities revolve around leveraging this management expertise and an established deal sourcing network to identify businesses with recurring revenue, strong management teams, opportunities for add-on acquisitions, differentiated business niches, and diversified customer and supplier bases ⁴⁹. Management also stresses the Company's strong financial position with a trust account initially holding $253,000,000 ⁵⁰, and its status as a public company as attractive features for potential target businesses seeking an alternative to traditional IPOs ⁵¹. However, management acknowledges that their time commitment is not full-time and that potential conflicts of interest exist due to their involvement with other entities, including other blank check companies ⁵².