Cohen Circle Acquisition Corp. II - 10-Q Summary (Q2 2026)
Business Context and Reporting Period
Cohen Circle Acquisition Corp. II (CCII) is a Cayman Islands-based special purpose acquisition company (SPAC) incorporated on December 4, 2024. The company is an emerging growth company and a shell company formed to effect a business combination with one or more target businesses. As of June 30, 2026, the company has not commenced any operations. The reporting period covers the quarter and six months ended June 30, 2026. The company consummated its Initial Public Offering (IPO) on July 2, 2025, and has until July 2, 2027, to complete a business combination or face mandatory liquidation.
Key Financial Metrics
| Metric | Q2 2026 (3 Months) | YTD 2026 (6 Months) | YTD 2025 (6 Months) |
|---|---|---|---|
| Net Income (Loss) | $1,976,256 | $3,841,889 | $(39,568) |
| Operating Costs (G&A) | $324,369 | $724,239 | $39,568 |
| Interest Income (Trust Account) | $2,300,625 | $4,566,128 | $0 |
| Cash (Outside Trust) | $1,227,320 | $1,227,320 | $0 |
| Trust Account Balance | $262,216,441 | $262,216,441 | $0 |
| Working Capital | $1,217,348 | $1,217,348 | N/A |
| Deferred Underwriting Fee | $10,780,000 | $10,780,000 | $10,780,000 |
Material Changes vs. Prior Period
- Revenue and Profitability: The company reported a net income of $1.98 million for Q2 2026, a significant shift from the net loss of $34,148 in Q2 2025. This change is driven entirely by interest income earned on marketable securities held in the Trust Account ($2.3 million), as the company has no operating revenue.
- Operating Expenses: General and administrative costs increased to $324,369 for the quarter ended June 30, 2026, compared to $34,148 in the same period in 2025. This increase reflects post-IPO operational costs, including a $30,000 monthly administrative support fee and a $12,500 monthly CFO fee.
- Trust Account Growth: The Trust Account balance grew from $257.65 million at year-end 2025 to $262.22 million as of June 30, 2026, due to accrued interest.
- Cash Position: Cash held outside the Trust Account decreased from $1.85 million at December 31, 2025, to $1.23 million at June 30, 2026, reflecting operating cash usage of $625,608 for the six-month period.
Outlook, Risks, and Management Commentary
- Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern for a period of one year from the filing date. The company does not believe it has sufficient funds for working capital needs beyond one year without additional financing or the completion of a business combination.
- Liquidity Strategy: The company relies on cash held outside the Trust Account ($1.23 million) and permitted withdrawals of up to $400,000 annually from Trust interest to fund operations. No withdrawals were made in the first six months of 2026.
- Business Combination Deadline: The company must complete a business combination by July 2, 2027 (24 months from IPO, with a potential 3-month extension if a definitive agreement is signed within the initial 24 months). Failure to do so will result in mandatory liquidation and redemption of public shares.
- Risks: Key risks include the inability to secure a target business, the need for additional financing to close a deal or fund redemptions, and geopolitical instability (Russia-Ukraine and Middle East conflicts) affecting global markets and capital availability.
- Unusual Items: The company recorded accretion of Class A ordinary shares to their redemption value, which increased the temporary equity balance and reduced accumulated deficit, but did not impact net income.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which directly influences the redemption value per share.
- Working Capital Runway: Confirm the sufficiency of the $1.23 million cash balance outside the Trust to sustain operations until the July 2027 deadline, given the monthly burn rate of approximately $42,500 in fixed fees plus variable costs.
- Deferred Underwriting Fee: Note the $10.78 million deferred fee payable only upon a successful business combination; this represents a significant liability that will reduce net proceeds to the combined entity.
- Redemption Rights: Review the terms regarding the 15% redemption limit for public shareholders acting in concert and the Sponsor's waiver of redemption rights for Founder and Placement shares.
- Extension Options: Verify the specific conditions required to extend the combination period beyond 24 months and the associated costs or shareholder approvals needed.