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 shell company formed to effect a business combination with one or more target businesses. This Form 10-Q covers the quarter ended March 31, 2026. As of the reporting date, the company had not commenced any operations; all activities relate to its formation, its Initial Public Offering (IPO) completed on July 2, 2025, and the search for a target business.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income (Loss) | $1,865,633 | $(5,420) |
| Operating Loss | $(399,870) | $(5,420) |
| Interest Income (Trust Account) | $2,265,503 | $0 |
| Cash (Outside Trust) | $1,456,830 | $0 |
| Trust Account Balance | $259,915,816 | $0 |
| Working Capital Surplus | $1,519,842 | N/A |
| Deferred Underwriting Fee | $10,780,000 | $0 |
| EPS (Class A & B) | $0.05 | $0.00 / $(0.00) |
Material Changes vs. Prior Period
- Revenue and Profitability: The company transitioned from a net loss of $5,420 in Q1 2025 to a net income of $1,865,633 in Q1 2026. This shift is entirely driven by $2,265,503 in interest income earned on marketable securities held in the Trust Account following the July 2025 IPO. Operating expenses increased significantly to $399,870 due to post-IPO compliance and administrative costs.
- Liquidity and Assets: Total assets increased to $261.6 million, primarily due to the $259.9 million held in the Trust Account. Cash held outside the Trust Account decreased by $396,098 during the quarter due to operating activities.
- Capital Structure: The company completed its IPO in July 2025, issuing 25,300,000 Units and 720,000 Placement Units. As of March 31, 2026, there were 26,020,000 Class A shares and 8,673,333 Class B shares outstanding.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The company has 24 months from the IPO closing (July 2, 2025) to complete a business combination, with a potential extension to 27 months if a definitive agreement is executed within the initial 24-month period. Failure to complete a combination will result in liquidation and redemption of public shares.
- Liquidity Strategy: The company holds $1.46 million in cash outside the Trust Account to fund operations. It has utilized its permitted withdrawal of $400,000 in interest from the Trust Account for the year ended December 31, 2025, and has no further amounts available for withdrawal until July 2, 2026.
- Risks: Management highlights risks associated with early-stage companies, including the inability to complete a business combination. Geopolitical instability (Russia-Ukraine and Middle East conflicts) is cited as a potential factor causing market volatility and supply chain disruptions that could impact the search for a target.
- Related Party Obligations: The company pays $30,000 per month to the Sponsor for administrative support and up to $12,500 per month to the CFO. A deferred underwriting fee of $10.78 million is payable upon the consummation of a business combination.
Investor Verification Checklist
- Trust Account Yield: Verify the interest rate earned on the $259.9 million Trust Account to assess the sustainability of the current income stream.
- Operating Burn Rate: Confirm the monthly operating expenses (approx. $133,000 in Q1) against the $1.46 million cash balance to determine runway without additional funding.
- Redemption Value: Note that Class A shares are subject to redemption at approximately $10.27 per share, which may fluctuate based on Trust Account interest.
- Extension Provisions: Review the specific conditions required to extend the combination period beyond 24 months.
- Deferred Fees: Acknowledge the $10.78 million deferred underwriting fee liability that will reduce net proceeds upon a successful merger.