Business Context and Reporting Period
Cohen Circle Acquisition Corp. II (CCII) is a Cayman Islands-based blank check company incorporated on December 4, 2024, for the purpose of effecting a business combination. This Form 10-Q covers the quarter ended June 30, 2025. As of the balance sheet date, the Company had not commenced operations; all activity related to formation and preparation for its Initial Public Offering (IPO).
Subsequent to the reporting period, on July 2, 2025, the Company consummated its IPO, selling 25,300,000 Units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $253,000,000.
Key Financial Metrics (As of June 30, 2025)
| Metric | Value |
|---|---|
| Revenue | $0 (No operations commenced) |
| Net Loss (3 Months) | $(34,148) |
| Net Loss (6 Months) | $(39,568) |
| Total Assets | $391,998 |
| Total Liabilities | $422,390 |
| Shareholders' Deficit | $(30,392) |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | $(407,390) |
| Debt (Promissory Note) | $136,753 (Related party, repaid July 2, 2025) |
Material Changes vs. Prior Period
- Equity Structure: On March 25, 2025, the Company cancelled one Founder Share and issued 8,655,000 Class B ordinary shares to the Sponsor. An additional 18,333 shares were issued in May 2025, totaling 8,673,333 Founder Shares. As of December 31, 2024, only 1 share was outstanding.
- Deferred Offering Costs: Increased significantly from $7,781 (Dec 31, 2024) to $376,998 (June 30, 2025) as the Company prepared for the IPO.
- Liabilities: Accrued offering costs rose from $3,478 to $269,813. A related-party promissory note of $136,753 was drawn down during the period to fund operations and offering costs.
- Accumulated Deficit: Grew from $(15,824) to $(55,392) due to general and administrative expenses incurred during the pre-IPO phase.
Outlook, Risks, and Subsequent Events
Subsequent Events (July 2, 2025):
- IPO Closing: Consummated the sale of 25,300,000 Units and 720,000 Placement Units. Gross proceeds totaled $260,200,000.
- Trust Account: $253,000,000 was deposited into a Trust Account.
- Transaction Costs: Total costs of $15,752,775 were incurred, including $4,400,000 in cash underwriting fees and $10,780,000 in deferred underwriting fees.
- Debt Repayment: The $136,753 promissory note to the Sponsor was fully repaid.
Outlook and Risks:
- Combination Period: The Company has 24 months (extendable to 27 months) from the IPO closing to complete a business combination.
- Liquidity: Post-IPO, the Company holds approximately $2.17 million outside the Trust Account for working capital. The Sponsor may provide additional working capital loans up to $2.5 million, convertible into units.
- Geopolitical Risks: The filing highlights risks related to the Russia-Ukraine and Israel-Hamas conflicts, which could impact capital markets and the ability to consummate a transaction.
- Redemption Rights: Public shareholders may redeem shares for a pro-rata portion of the Trust Account upon a business combination.
Investor Verification Checklist
- Verify the final IPO closing date and the exact amount deposited into the Trust Account ($253,000,000).
- Confirm the status of the 1,100,000 Founder Shares subject to forfeiture (Note: Over-allotment was fully exercised, so forfeiture no longer applies).
- Review the terms of the deferred underwriting fee ($10,780,000) and the conditions for its payment upon business combination.
- Assess the Sponsor's commitment to the Administrative Support Agreement ($30,000/month) and the CFO Service Agreement ($12,500/month).
- Monitor the Company's ability to identify a target within the 24-month window to avoid liquidation.