Business Context and Reporting Period
Cohen Circle Acquisition Corp. II (CCII) is a Cayman Islands exempted company incorporated on December 4, 2024, operating as a blank check company (SPAC). The company was formed to effect a merger, share exchange, asset acquisition, or similar business combination with one or more businesses, primarily targeting the financial services technology (fintech) sector. As of December 31, 2025, the company had not commenced operations and had no operating revenues. All activity during the period related to formation, the initial public offering (IPO), and identifying a target company.
The reporting period covers the fiscal year ended December 31, 2025, and the period from inception (December 4, 2024) through December 31, 2024. The company consummated its IPO on July 2, 2025, selling 25,300,000 units at $10.00 per unit, including the full exercise of the over-allotment option.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Net Income | $4,355,499 |
| Interest Income (Trust Account) | $5,050,313 |
| General & Administrative Expenses | $694,814 |
| Trust Account Balance | $257,650,313 |
| Cash (Outside Trust) | $1,852,928 |
| Working Capital Surplus | $1,897,837 |
| Deferred Underwriting Fee | $10,780,000 |
| Shares Outstanding (Class A Public) | 25,300,000 |
| Shares Outstanding (Class B Founder) | 8,673,333 |
Material Changes vs. Prior Period
- Revenue Generation: The company transitioned from a pre-IPO entity with no assets or liabilities to a public company with significant assets held in a Trust Account. Net income for the year ended December 31, 2025, was $4,355,499, compared to a net loss of $15,824 for the period from inception through December 31, 2024.
- Capital Raise: Gross proceeds of $253,000,000 were generated from the IPO, and an additional $7,200,000 from the private placement of 720,000 units. Total transaction costs were $15,752,775.
- Trust Account Growth: The Trust Account balance grew from $0 to $257,650,313, reflecting the initial deposit of $253,000,000 plus interest earned of $5,050,313.
- Liabilities: Total liabilities increased from $19,302 to $10,897,791, primarily driven by the $10,780,000 deferred underwriting fee.
Guidance, Outlook, and Risks
Outlook and Strategy: The company intends to use funds from the Trust Account, equity, debt, or a combination thereof to complete an initial business combination. It has a completion window of 24 months from the IPO closing (July 2, 2025), extendable to 27 months if a definitive agreement is executed within the first 24 months. If no combination is completed, the company will liquidate and redeem public shares for a pro rata share of the Trust Account (approximately $10.18 per share as of Dec 31, 2025).
Management Commentary: Management believes the funds available outside the Trust Account ($1.85 million) are sufficient to operate for the duration of the completion window. The company withdrew $400,000 in interest from the Trust Account for working capital in 2025, reaching the annual limit.
Risks and Contingencies:
- Liquidity Risk: If the company cannot complete a business combination, it must liquidate. While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims, there is no guarantee the Sponsor has sufficient funds to satisfy such obligations.
- Investment Company Act: The company faces risks of being deemed an unregistered investment company if it holds investments in the Trust Account for too long, which could restrict its activities.
- Geopolitical Risks: Ongoing conflicts (Russia-Ukraine, Israel-Hamas) and global market volatility could adversely affect the search for a target or the target's operations.
- Conflicts of Interest: The Sponsor and management hold founder shares purchased at a nominal price ($0.003/share), creating a potential conflict of interest where they may profit significantly even if public shareholders lose value.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance and interest rate earned on the $257.65 million held in the Trust Account to assess the redemption value per share.
- Completion Window: Confirm the exact deadline for completing a business combination (July 2, 2027, or October 2, 2027, if extended) and any potential extension votes.
- Deferred Underwriting Fee: Note the $10.78 million deferred fee payable only upon a successful business combination, which reduces the net cash available to the combined entity.
- Sponsor Indemnity: Assess the financial strength of Cohen Circle Sponsor II, LLC regarding its obligation to indemnify the Trust Account against third-party claims.
- Related Party Transactions: Review the $30,000/month administrative fee and $12,500/month CFO fee paid to related parties, which reduce working capital outside the Trust.