Business Context and Reporting Period
Company: Collective Acquisition Corp. (formerly Dune Acquisition Corporation II)
Filing Type: Form 8-K (Current Report)
Date of Report: July 17, 2026
Reporting Period: Specific events occurring on July 17, 2026
Business Context: The registrant is a Cayman Islands exempted company and an emerging growth company. It is currently seeking an initial business combination. Securities trade on The Nasdaq Stock Market LLC under symbols CCAQU (Units), CCAQ (Class A ordinary shares), and CCAQW (Warrants).
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, or liquidity metrics. The document focuses on a specific financing arrangement and management changes.
- New Debt Obligation: Issued an unsecured promissory note with a principal amount of up to $500,000.
- Interest Rate: 0% (Non-interest bearing).
- Counterparty: Collective Acquisition Sponsor LLC ("New Sponsor").
- Use of Proceeds: Costs and expenses related to the initial business combination.
- Repayment Terms: Payable on the earlier of the consummation of the Business Combination or the effective date of winding up. Repayment is limited to amounts remaining outside the Trust Account if no Business Combination occurs.
- Conversion Option: The New Sponsor may convert the principal into private placement warrants at $1.00 per warrant prior to maturity.
Material Changes
Management Changes (Item 5.02)
- Resignation: Elliot Richmond resigned as Chief Financial Officer, effective July 17, 2026.
- Appointment: Maximilian Staedtler was appointed as Chief Financial Officer, effective July 17, 2026.
- Continued Roles: Elliot Richmond continues to serve as Chairman of the Board and Chief Executive Officer.
- New CFO Background: Mr. Staedtler is a Partner at CCM Capital Markets LP (affiliate of Collective Capital Management). Previous experience includes roles at AquaFence, 10X Capital, and Goldman Sachs.
Financial Obligations (Item 1.01 & 2.03)
- Creation of a direct financial obligation via the $500,000 promissory note to the New Sponsor.
Guidance, Outlook, and Risks
Outlook: The company is actively pursuing an initial business combination. The new note is specifically designed to fund expenses related to this process.
Risks and Contingencies:
- Repayment Risk: If the Company does not consummate a Business Combination, the Note will be repaid only from funds outside the Trust Account, if any exist.
- Default Triggers: The Note is subject to customary events of default which could trigger immediate repayment of the unpaid principal balance.
- Related Party Transaction: The note was issued to the "New Sponsor," a related party, pursuant to Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the full text of the Promissory Note (Exhibit 10.1) for specific default events and conversion mechanics.
- Confirm the current balance of funds available outside the Trust Account to assess the Company's ability to repay the note if no business combination occurs.
- Review the Company's progress toward an initial business combination to determine the likelihood of the note's maturity date.
- Monitor the transition of financial reporting responsibilities following the change in Chief Financial Officer.