Business Context and Reporting Period
Company: Collective Acquisition Corp. (formerly Dune Acquisition Corporation II)
Filing Type: Form 10-Q (Unaudited)
Period Ended: June 30, 2026
Status: Cayman Islands exempted company; Shell Company; Emerging Growth Company; Smaller Reporting Company.
Business Model: Blank check company (SPAC) formed to effect a business combination. No operating revenues generated to date; income derived solely from interest on Trust Account holdings.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Three Months Ended June 30, 2026 | As of June 30, 2026 |
|---|---|---|---|
| Net Income | $1,074,568 | $359,974 | N/A |
| Operating Loss | $(1,546,734) | $(960,759) | N/A |
| Interest Income (Trust Account) | $2,621,302 | $1,320,733 | N/A |
| Trust Account Balance | N/A | N/A | $150,532,077 |
| Cash (Operating) | N/A | N/A | $43,642 |
| Working Capital | N/A | N/A | $(137,626) Deficit |
| Total Liabilities | N/A | N/A | $7,085,884 |
| Shares Outstanding (Class A Public) | N/A | N/A | 14,375,000 |
| Shares Outstanding (Class B Founder) | N/A | N/A | 5,750,000 |
Material Changes vs. Prior Period
- Operating Expenses: General and administrative costs surged to $1,546,734 for the six months ended June 30, 2026, compared to $160,539 in the same period in 2025. This increase is largely attributed to deferred legal fees of $1,092,069 and deferred consulting fees of $27,500 incurred in the current period.
- Trust Account Growth: The Trust Account balance increased from $147,910,775 (Dec 31, 2025) to $150,532,077 (June 30, 2026), driven by $2,621,302 in interest income.
- Liquidity: Operating cash decreased significantly from $365,751 at year-end 2025 to $43,642 at June 30, 2026, resulting in a working capital deficit of $137,626.
- Management Changes: A change in control occurred in early 2026. The Original Sponsor (Dune Acquisition Holdings II LLC) transferred interests to the New Sponsor (Collective Acquisition Sponsor LLC). Carter Glatt resigned as CEO/Chairman, and Elliot Richmond was appointed CEO/Chairman. In July 2026, Maximilian Staedtler was appointed CFO.
Outlook, Risks, and Contingencies
- Extension of Deadline: On August 4, 2026, shareholders approved an extension of the deadline to consummate a business combination from August 8, 2026, to August 8, 2027.
- Going Concern: The filing states that the Company's liquidity condition raises substantial doubt about its ability to continue as a going concern for a period of one year from the issuance date or until the liquidation date (August 8, 2027), unless additional capital is raised.
- Financing: On July 17, 2026, the Company entered into a promissory note with the New Sponsor for up to $500,000 to fund business combination costs. As of the filing date, $200,000 had been drawn.
- Deferred Obligations: Significant liabilities include $5,750,000 in deferred underwriting fees and $1,092,069 in deferred legal fees, payable upon the consummation of a business combination.
- Geopolitical Risks: Management notes risks related to global conflicts (Russia-Ukraine, Israel-Hamas, US-Iran) that could impact capital markets and the ability to identify target businesses.
Investor Verification Checklist
- Extension Vote Details: Verify the specific terms of the shareholder vote held on August 4, 2026, regarding the extension to August 2027 and any associated redemption activity.
- Working Capital Sufficiency: Assess the adequacy of the $43,642 operating cash balance against the $137,626 working capital deficit and the $200,000 drawn on the new promissory note.
- Deferred Fee Triggers: Confirm the conditions under which the $6.8M+ in deferred fees (underwriting and legal) will become payable.
- Sponsor Solvency: Review the financial capacity of the New Sponsor to fulfill indemnification obligations regarding the Trust Account and to fund further working capital loans if required.
- Target Search Progress: Evaluate any disclosures regarding the status of identifying a target business given the extended timeline.