Cohen Circle Acquisition Corp. II - 10-Q Summary (Q3 2025)
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 September 30, 2025, the company had not commenced any operations. The reporting period covers the quarter and nine months ended September 30, 2025. The company consummated its Initial Public Offering (IPO) on July 2, 2025.
Key Financial Metrics
| Metric | Value (as of/for period ended Sept 30, 2025) |
|---|---|
| Trust Account Balance | $255,585,138 |
| Cash (Outside Trust) | $1,751,613 |
| Working Capital | $1,825,625 |
| Net Income (3 Months) | $2,279,555 |
| Net Income (9 Months) | $2,239,987 |
| Operating Expenses (3 Months) | $305,583 |
| Operating Expenses (9 Months) | $345,151 |
| Interest Income (Trust Account) | $2,585,138 |
| Deferred Underwriting Fee | $10,780,000 |
| Public Shares Outstanding | 25,300,000 |
| Founder Shares (Class B) | 8,673,333 |
Material Changes vs. Prior Period
The financial position changed significantly from December 31, 2024, due to the completion of the IPO on July 2, 2025.
- Assets: Total assets increased from $28,478 to $257,559,830, driven by the placement of $253,000,000 in the Trust Account.
- Equity: The company moved from a shareholders' equity of $9,176 to a deficit of $(8,888,750). This shift is primarily due to the classification of 25,300,000 Class A ordinary shares as "temporary equity" subject to redemption at a value of $255,585,138.
- Liabilities: Total liabilities increased from $19,302 to $10,863,442, largely due to the recognition of the $10,780,000 deferred underwriting fee.
- Operations: The company generated no operating revenue. Net income is derived entirely from interest earned on Trust Account securities, offset by general and administrative costs.
Outlook, Risks, and Management Commentary
Outlook and Liquidity: Management does not believe it will need to raise additional funds to meet operating expenditures prior to a business combination. The company has 24 months from the IPO closing (July 2, 2025) to complete a business combination, extendable to 27 months if a definitive agreement is signed within the initial 24-month period. If no combination occurs, the company will liquidate and redeem public shares.
Risks: The filing highlights risks associated with geopolitical instability (Russia-Ukraine and Israel-Hamas conflicts), which could impact global markets and the ability to find a target. There is no assurance a business combination will be completed.
Unusual Items: The company incurred significant transaction costs of $15,752,775 related to the IPO, including a $4,400,000 cash underwriting fee and $10,780,000 deferred fee. The net income reported is non-operating, consisting of interest income on the Trust Account.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which determines the redemption value per share.
- Combination Timeline: Confirm the deadline for completing a business combination (24 months from July 2, 2025) and any potential extension mechanisms.
- Deferred Fees: Note the $10,780,000 deferred underwriting fee payable upon a successful business combination, which reduces the net cash available to the combined entity.
- Redemption Rights: Review the terms under which public shareholders can redeem shares, including the 15% limitation on redemption rights for "groups" without company consent.
- Related Party Transactions: Monitor the administrative support agreement ($30,000/month) and the potential for working capital loans from the Sponsor.