Business Context and Reporting Period
Company: Dune Acquisition Corporation II (Note: Input metadata referenced "Collective Acquisition Corp," but the filing text identifies the registrant as Dune Acquisition Corporation II).
Reporting Period: Quarterly period ended September 30, 2025.
Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company or "SPAC") incorporated on September 13, 2024. The Company has not commenced operations and is searching for a target business combination.
Key Event: Consummated its Initial Public Offering (IPO) on May 8, 2025, selling 14,375,000 Units (including full over-allotment) at $10.00 per unit.
Key Financial Metrics
| Metric | Value (Sep 30, 2025) |
|---|---|
| Trust Account Balance | $146,497,545 (Marketable securities) |
| Cash (Operating) | $401,902 |
| Net Income (3 Months) | $1,335,424 |
| Net Income (9 Months) | $2,048,349 |
| Operating Expenses (3 Months) | $179,282 |
| Operating Expenses (9 Months) | $339,821 |
| Deferred Underwriting Fee | $5,750,000 (Liability) |
| Working Capital Surplus | $401,633 |
| Shares Outstanding (Class A Public) | 14,375,000 (Subject to redemption) |
| Shares Outstanding (Class B Founder) | 5,750,000 |
Material Changes vs. Prior Period
- From Inception to IPO: The Company transitioned from a pre-IPO shell with minimal assets ($82,978 total assets as of Dec 31, 2024) to a post-IPO entity with significant trust assets ($146.5 million) following the May 8, 2025 offering.
- Revenue/Income: The Company generated no operating revenue. Net income for the nine months ended September 30, 2025, was driven entirely by interest income ($2,388,170) earned on Trust Account securities, offset by formation and administrative costs.
- Share Structure: The Sponsor surrendered 1,150,000 Class B shares in April 2025, reducing the founder share count to 5,750,000. The underwriters fully exercised their over-allotment option, removing forfeiture risk on 750,000 founder shares.
- Liabilities: A deferred underwriting fee of $5,750,000 was recorded as a liability, which was not present in the prior period.
Outlook, Risks, and Management Commentary
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern for one year following the report date. The Company may need to raise additional capital through loans or investments from the Sponsor or third parties to meet working capital needs.
- Business Combination Deadline: The Company has 15 months from the IPO closing (May 8, 2025) to complete a business combination. If unsuccessful, the Company will liquidate and redeem public shares.
- Liquidity Strategy: Funds outside the Trust Account ($401,902) are intended for due diligence and transaction costs. The Sponsor is not obligated to provide additional funding but may do so via working capital loans (up to $1.5 million convertible to warrants).
- Risk Factors:
- Management Litigation: CEO Carter Glatt and an affiliate are involved in ongoing litigation unrelated to the Company (involving dMY Technology Group), which could impact reputation and ability to consummate a deal.
- Geopolitical Risks: Ongoing conflicts (Russia-Ukraine, Israel-Hamas) may disrupt capital markets and affect the search for a target.
- Regulatory Changes: New SEC SPAC rules effective July 1, 2024, may increase costs and time required to complete a business combination.
- Unusual Items: The Company incurred $15,000 per month in administrative fees to the Sponsor starting May 2025. As of September 30, 2025, $45,000 of these fees were prepaid.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance ($146.5M) versus the redemption value per share ($10.191).
- Going Concern Status: Confirm if the Sponsor has committed to additional working capital loans to sustain operations through the 15-month deadline.
- Management Litigation: Review the status of the litigation involving CEO Carter Glatt and Captains Neck Holdings LLC to assess potential distraction or reputational risk.
- Redemption Rights: Understand the terms under which public shareholders can redeem shares, specifically the 15-month liquidation window and the impact of redemptions on the deferred underwriting fee.
- Deferred Fees: Note the $5.75 million deferred underwriting fee payable only upon successful completion of a business combination.