Collective Acquisition II

Accelerating the S-1 effective date advances the timeline for CAII’s public listing and initial capital raise. Until the registration statement becomes effective, the trust account remains unfunded, shareholder redemption rights are not yet triggered, and the post-IPO search for a target business cannot formally commence. The filing indicates that the underwriter and issuer intend to synchronize the IPO launch with market conditions rather than through structural amendments, meaning all existing redemption mechanics, trust calculations, and sponsor conduct parameters remain unchanged but are now poised to activate earlier than previously scheduled.

The filing confirms the IPO structure: 22 million units at $10.00/unit, trust of $10.05 per share ($221.1 million initial), 18-month completion deadline from closing, sponsor founder shares at $0.003/share, private warrants at $0.80 each, and redemption rights for public shareholders with a 15% limitation. It also signals that the management team (led by Daniel Hoffman and Samuel Sayegh) intends to focus on U.S./allied national security sectors (defense tech, AI, strategic resources). Any investor tracking redemption deadlines, trust value, or deal progress should note that the trust is fully funded only after the IPO closes; the current filing has no extension votes or redemption events since the IPO is not yet complete.

The document contains no operational disclosures regarding customers, revenue, market size, technology, or partnerships, as it functions strictly as a procedural regulatory update routed through the Office of Real Estate & Construction at 100 F Street, N.E. Washington, DC 20549. The sponsor’s contact location is identified at 1000 Brickell Avenue Ste 715 PMB 5110 Miami, FL 33131. Voluntary withdrawal of an acceleration request typically signals that management intends to incorporate anticipated SEC staff comments or adjust the offering structure before pricing. For investors tracking trust growth and extension thresholds, this means interest will continue accruing on the existing principal without new deposits until registration resumes, and the sponsor’s conduct demonstrates deliberate pacing of the securities review cycle. Even absent financial metrics, such timeline deferrals materially reprice early-stage speculation and preserve shareholder liquidity options prior to the ultimate business combination vote.

This establishes the baseline trust value ($10.10 per share implied), the 24/27-month deadline (through approximately October 2027/January 2028), and all sponsor economics for a new SPAC. Key for redemption tracking: the redemption mechanics allow 15% shareholding limit on redemptions if holding shareholder vote, and sponsor has waived redemption on founder shares. The filing also details the dilution mechanics - sponsor's $0.003 cost vs public $10.00 creates substantial potential dilution. Management team has prior SPAC experience: Sayegh served on IPXX (USARE merger with 91% extension redemption) and Hoffman served on IPCX.

What changed: Form 8-K current report disclosing the full exercise of the underwriters’ 45-day over-allotment option, supplemental private placement warrant sales, trust account deposits, and the announcement of separate trading commencement for Class A ordinary shares and warrants. Mechanics & Redemption/Trust/Deadline/Sponsor Conduct: Under Clear Street LLC as representative of the underwriters, the company fully exercised the over-allotment option on June 11, 2026, with closing occurring on June 12, 2026, issuing 3,300,000 additional Units at $10.00 per Unit for $33,000,000 in gross proceeds. Simultaneously, Sponsor Collective Acquisition Sponsor II LLC purchased 412,500 additional Private Placement Warrants at $0.80 per warrant for $330,000. The company deposited a cumulative $254,265,000 into the trust account administered by Efficiency INC., establishing a pro forma redemption value of $10.05 per share across the 25,300,000 Class A ordinary shares subject to possible redemption. The complete over-allotment exercise permanently eliminated the forfeiture condition on 1,100,000 Class B founder shares. The underwriters accepted issuance of 189,750 Representative Shares locked for 180 days until business combination completion, and formally contracted to waive conversion rights, redemption participation during memorandum/amendment votes, and liquidating distribution rights from the trust if the combination fails. Separate trading for Class A ordinary shares (“CAII”) and whole warrants (“CAIIW”) commences June 22, 2026, with explicit confirmation that no fractional warrants will be distributed upon unit separation. The filing reaffirms the binding obligation to consummate an initial business combination within 18 months of the April 30, 2026 IPO closing. Other Substance: Per a press release dated June 17, 2026, Chief Executive Officer Daniel Hoffman and Chairman/President/CFO Samuel Sayegh stated management will initially target businesses impacting U.S. or allied sovereignty, security, and self-sufficiency, specifically citing the financial, strategic resources, defense technology, and artificial intelligence sectors. The Board of Directors additionally includes Rear Admiral (Ret.) Matthew Burns, Lieutenant General (Ret.) Francis Beaudette, and James Shekerdemian. An unaudited pro forma balance sheet as of June 12, 2026 discloses total assets of $255,446,895, comprising $254,265,000 in trust cash, $77,550 in long-term prepaid insurance, and $1,104,345 in current assets, offset by liabilities of $7,667,866 (including a $7,590,000 deferred underwriting fee, $75,366 accrued offering costs, and $2,500 accrued expenses) and a shareholders’ deficit of $(6,485,971). Why it matters: The $33,000,000 over-allotment injection cements the $254,265,000 trust balance that directly caps public shareholder redemption exposure and defines the $10.05 per-share settlement metric used in the pro forma accretion entries. Permanently releasing the 1,100,000 forfeitable founder shares extinguishes regulatory clawback risk but structurally increases the sponsor's undiluted share count relative to the original SPAC blueprint. The June 22, 2026 separation mechanic enables independent market pricing for warrants carrying an $11.50 exercise price, creating immediate liquidity and arbitrage pathways, while the irrevocable waiver covenants on the 189,750 representative shares ensure underwriter equity cannot siphon trust distributions or trigger conversion-driven share inflation during the 18-month merger window. The disclosed sector mandate narrows management’s target universe ahead of the October 2027 deadline, though the filing documents zero executed agreements, preliminary term sheets, or third-party valuation commitments.

What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026. No deal or target has been announced. This first 10-Q, filed two months after the IPO, confirms that as of March 31, 2026, CAII had not selected any Business Combination target and had not engaged in substantive discussions. It also reports that the full $221.1 million IPO trust (at $10.05 per share) was deposited on April 30, 2026, and that the Sponsor prepaid the working capital promissory note. The filing discloses the transfer of 250,000 Founder Shares to officers and directors on April 28, 2026. No redemptions occurred during this pre-IPO period. Why it matters: This confirms CAII is freshly launched, searching, and fully funded. Investors should note the trust value is $10.05 per share (not the standard $10.00), the Sponsor loan was repaid, and the completion deadline is 18 months from the April 30, 2026 IPO (i.e., October 2027). The transfer of shares to insiders is a standard but notable insider alignment mechanism. There are no redemption deadline changes or material risks beyond the standard going concern disclosure citing the need to close a deal within the window.

What changed: A Current Report on Form 8-K consummating an Initial Public Offering, accompanied by an audited balance sheet and detailed financial notes. The filing discloses that on April 30, 2026, the Registrant completed its IPO of 22,000,000 Units at $10.00 per Unit, yielding $220,000,000 in gross proceeds. Simultaneously, Sponsor Collective Acquisition Sponsor II LLC acquired 5,837,500 Private Placement Warrants for $0.80 apiece, adding $4,670,000. Management states the Company deposited $221,100,000 into a U.S.-based Trust Account, initially recording $10.05 per Public Share. The document establishes an 18-month Completion Window from IPO closing to execute a Business Combination, confirms the 45-day underwriter over-allotment option remains open, and outlines founder equity mechanics: 8,433,333 Class B shares issued for a $25,000 outlay, with 250,000 transferred to advisors carrying a $395,000 estimated fair value. Underwriting compensation includes a $1,650,000 cash fee and a $6,600,000 deferred commission payable upon transaction closing. The Company committed to an administrative services agreement at $25,000 per month effective April 28, 2026, repaid $167,797 on a related-party promissory note, and reports a Shareholders’ Deficit of $(5,587,172). Management explicitly states that as of the period end, no specific target was identified and no substantive discussions occurred. Why it matters: This filing fixes the public redemption floor at the stated $10.05 initial trust valuation and codifies the exact distribution formula, including the carve-out permitting up to $100,000 in interest for dissolution costs if liquidation triggers. By setting an 18-month execution clock without immediately invoking an amendment, it defines the base operational timeline before any extension votes are required. The sponsor’s contractual indemnity to prevent trust erosion below the lesser of $10.05 per share or actual liquidity shields public capital from third-party creditor claims, while founder share forfeiture rules and multi-year lock-ups align early holder behavior with successful deal completion. The confirmed lack of active negotiations preserves the trust corpus as static capital awaiting deployment. For investors tracking redemption mechanics, the explicit $10.05 documented initial allocation dictates the precise per-share math that will drive eventual tender offers or redemption calculus at combination or liquidation.

What changed: A Joint Filing Agreement (Exhibit A) submitted alongside a Schedule 13G beneficial ownership report. The filing establishes a consolidated disclosure arrangement among Lindén Capital L.P., Lindén GP LLC, Lindén Advisors LP, and Siu Min Wong for their combined beneficial ownership of CAII shares. It appoints Saul Ahn as the signatory and attorney-in-fact to execute the Statement on Schedule 13G dated May 4, 2026 on behalf of all co-reporters. The document reports zero updates to redemption calendars, trust disbursement thresholds, extension procedures, target acquisition progress, or sponsor governance conduct. Why it matters: This is a routine regulatory exhibit required by Rule 13d-1(k) when multiple related parties file a single ownership statement. It carries no operational consequence for CAII shareholders, does not modify the company’s search period, and does not signal new financing, a pending merger, or changes to redemption mechanics. The only ancillary substantive detail is the incorporation by reference of a Power of Attorney dated June 10, 2019, initially filed in connection with Haymaker Acquisition Corp II on June 19, 2019.

What changed: 8-K (Current Report) filed by Collective Acquisition Corp. II to report the closing of its initial public offering and related corporate actions. The Company consummated its IPO of 22,000,000 units at $10.00 per unit, generating $220,000,000 in gross proceeds. Simultaneously, the sponsor purchased 5,837,500 private placement warrants at $0.80 per warrant for $4,670,000. A total of $221,100,000 (including $6,600,000 in deferred underwriting commissions) was deposited into a trust account for the benefit of public shareholders. The Company's amended and restated memorandum and articles of association were adopted, and new directors (Daniel Hoffman, Matthew Burns, James Shekerdemian, Francis Beaudette) were appointed, with Samuel Sayegh as Chairman. Various standard IPO agreements were entered into, including underwriting, warrant, trust, registration rights, and indemnity agreements. The Company has not yet identified a business combination target. Why it matters: This filing establishes the baseline trust account value ($221,100,000, or approximately $10.05 per public share as referenced in the underwriting agreement). The deadline for completing a business combination is 18 months from closing (by October 30, 2027) unless extended by shareholder vote. Sponsor shares are subject to a six-month lock-up after a business combination and may be forfeited if the over-allotment option is not exercised. Public shareholders have redemption rights in connection with a business combination or certain charter amendments. The SPAC is now in its target-search phase with no specific deal announced.

What changed: A Form 3 insider ownership report filed with the SEC by Collective Acquisition Sponsor II LLC, identifying the sponsor as a 10% owner of Collective Acquisition Corp. II, containing a standard disclosure that no non-derivative transactions or holdings were reported. According to the Form 3 filing, Collective Acquisition Sponsor II LLC executed no non-derivative transactions and reported no changes in holdings. There is no update to sponsor share counts, acquisition dates, or pledge-release events. Per the issuer’s published parameters, the trust value remains cited at $10.1 per share, the redemption deadline stays fixed at 2027-10-29, and no extension mechanisms, redemption triggers, or deal-progression milestones are activated or referenced by this submission. Why it matters: This routine compliance exhibit confirms static sponsor equity while the entity remains in SEARCHING status. Because the filing explicitly disclosed zero trading activity, investors tracking sponsor conduct can verify unchanged alignment and absence of dilution without adjusting redemption calculus or trust-per-share assumptions. The text contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it holds only standardized institutional custody data. As the SEC’s acceptance record states, the filing adds no new operational or financial metrics beyond confirming unreported positions.

What changed: SEC Form 3 — Initial Statement of Beneficial Ownership. Nothing. The filing records no non-derivative acquisitions, dispositions, or outstanding position changes for the reporting officer. Why it matters: The document serves as a mechanical ledger confirming ongoing Section 16(a) registration for the company’s Chairman, President, and CFO, but delivers no movement in the trust balance, the 2027-10-29 business combination deadline, extension triggers, redemption eligibility, or sponsor governance parameters.

What changed: A Form 3 Initial Statement of Beneficial Ownership of Securities, filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, reporting insider equity positions for director Matthew John Burns at Collective Acquisition Corp. II. The filing registers zero non-derivative transactions or holdings for the reporting director on 2026-04-30. There is no update to insider share concentration, no director or sponsor purchasing activity that would shift market sentiment around the $10.1 trust value per share, and no mechanical effect on the 2027-10-29 business combination deadline, extension triggers, or active redemption pathways. As the SEC filing itself states, it contains ‘No non-derivative transactions or holdings reported.’ Why it matters: For investors tracking deal progress, sponsor conduct, and capitalization dynamics, this routine regulatory submission confirms no alteration in director Burns’ beneficial ownership during the reporting window. The text contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes; the only substantive datum is the confirmed absence of trade activity, attributed directly to the form’s own summary line. While the lack of insider buying provides no predictive signal toward acquisition execution or additional bridge financing, it preserves the existing trust-to-public-share ratio and requires no adjustment to redemption calendars or extension vote schedules.

What changed: SEC Form 3 insider ownership report (routine compliance exhibit). According to the Form 3 filed by director James Yervant Shekerdemian, there were 'No non-derivative transactions or holdings reported' as of the 2026-04-30 submission date. This confirms the director’s direct SPAC share count remained entirely static. The report does not modify the redemption deadline of 2027-10-29, adjust the $10.1 trust/share balance, initiate an extension provision, or signal acceleration in the de-SPAC BUSINESS COMBINATION SEARCHING phase. Why it matters: The filing contains no disclosures regarding customers, revenue streams, addressable market sizing, product technology, commercial partnerships, executive staffing changes, or active litigation. Because the reporting person explicitly verified unchanged equity positions, it yields no observable data point on sponsor capital allocation discipline, redemption risk appetite, or urgency to consummate a target acquisition. Investors tracking the 2027-10-29 deadline, trust preservation mechanics, or sponsor-conduct alignment will find the filing transparent but operationally inert, requiring no calendar update, valuation adjustment, or redemption strategy shift.

What changed: SEC Form 3—an insider ownership report filed by director Beaudette Francis M. Per the Form 3 submission, the reporting person confirmed 'No non-derivative transactions or holdings reported.' The filing contains no updated trust valuations, does not reference or modify the combination deadline, and discloses no shift in sponsor conduct or deal trajectory. Why it matters: During a SEARCHING period, an inactive Form 3 functions purely as a regulatory checkpoint. Because the director reported zero transactional activity, redemption calendars, trust mechanics, and extension voting thresholds remain tied to earlier registration statements. Investors tracking blank-check timelines should monitor for Schedule 13D/G filings, proxy materials, or amendment filings to determine whether the vehicle is advancing toward a business combination or preparing for a mandatory trust distribution.