Business Context and Reporting Period
Company: Collective Acquisition Corp. (formerly Dune Acquisition Corporation II)
Filing Type: Form 10-Q (Unaudited)
Period Ended: March 31, 2026
Status: Cayman Islands exempted company; Shell Company; Emerging Growth Company; Smaller Reporting Company.
Business Model: Blank check company (SPAC) formed to effect a business combination. No operating revenues generated to date. Proceeds from the May 2025 IPO are held in a Trust Account.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income (Loss) | $714,594 | $(48,094) |
| Operating Expenses | $585,975 | $48,094 |
| Trust Account Income | $1,300,569 | $0 |
| Cash (Operating) | $84,207 | $470 |
| Trust Account Balance | $149,211,344 | N/A (IPO closed May 2025) |
| Total Assets | $149,422,911 | N/A |
| Total Liabilities | $6,258,003 | N/A |
| Working Capital | $114,632 (Surplus) | N/A |
Debt & Liquidity: No long-term debt. Deferred underwriting fees of $5,750,000 are payable upon business combination. Deferred legal fees of $366,068 and deferred consulting fees of $45,000 are recorded as non-current liabilities. The company has a working capital surplus but faces substantial doubt regarding its ability to continue as a going concern without a business combination or additional financing.
Material Changes vs. Prior Period
- Profitability: Shifted from a net loss of $48,094 in Q1 2025 to a net income of $714,594 in Q1 2026, driven primarily by $1.3 million in interest income from the Trust Account.
- Operating Costs: Formation and general administrative costs increased significantly to $585,975 in Q1 2026 compared to $48,094 in Q1 2025, reflecting post-IPO operational expenses.
- Liquidity: Operating cash decreased from $365,751 at year-end 2025 to $84,207 at March 31, 2026, due to cash used in operating activities of $281,544.
- Trust Account: The Trust Account balance grew from $147.9 million (Dec 31, 2025) to $149.2 million (March 31, 2026) due to accrued interest.
Guidance, Outlook, and Risks
Management Commentary & Outlook:
- The Company has not commenced operations and expects no operating revenue until after a business combination.
- Management plans to address liquidity uncertainty through a business combination. If unable to raise additional capital, the company may curtail operations.
- The Company must complete a business combination within 15 months of the IPO (May 2025) or face liquidation, though extensions may be sought.
Risks & Contingencies:
- Going Concern: Substantial doubt exists regarding the ability to continue as a going concern for one year following the report date due to limited operating cash ($84,207).
- Geopolitical Risks: Ongoing conflicts (US-Iran, Russia-Ukraine, Israel-Hamas) may disrupt markets and reduce the pool of viable target candidates.
- Sponsor Change: A change in control occurred in February 2026 with the appointment of a New Sponsor (Collective Acquisition Sponsor LLC) and new management (Elliot Richmond as CEO/CFO).
- Repurchase Right: The Original Sponsor Member waived the right to repurchase transferred interests from the New Sponsor on May 4, 2026.
Investor Verification Checklist
- Trust Account Yield: Verify the sustainability of the interest income ($1.3M in Q1) given current market rates and the composition of the Trust Account (money market funds/Treasuries).
- Operating Cash Burn: Monitor the $281,544 cash burn in Q1 2026 against the remaining $84,207 operating cash to assess runway before a business combination or additional funding is required.
- Deferred Liabilities: Confirm the status of the $5.75M deferred underwriting fee and $366k deferred legal fees, which are contingent on a successful business combination.
- Sponsor Stability: Review the terms of the "Purchase and Sponsor Handover Agreement" and the waiver of the Repurchase Right to ensure no hidden liabilities or conflicts remain with the Original Sponsor.
- Extension Timeline: Verify the exact deadline for the initial business combination (15 months from May 2025) and any shareholder votes required for extensions.