CAII SEC filings, in plain English
Everything Collective Acquisition II has filed with the SEC that we hold — 30 filings, newest first, 28 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: This is a Schedule 13G joint filing agreement and signature exhibit submitted by LMR Partners entities and individuals Ben Levine and Stefan Renold to consolidate beneficial ownership reporting for Collective Acquisition II (CAII) under SEC Rule 13d-1(k). The filing discloses no adjustments to CAII’s redemption deadline, trust account composition, extension provisions, target search trajectory, or sponsor conduct. The undersigned—LMR Partners LLP, LMR PARTNERS Ltd, LMR Partners LLC, LMR Partners AG, LMR PARTNERS (DIFC) Ltd, LMR Partners (Ireland) Limited, Ben Levine, and Stefan Renold—acknowledge coordinated filing responsibilities. Signatories Shane Cullinane (Chief Operating Officer) and Allyson Hanlon (Deputy General Counsel) certify readiness to file future amendments jointly. No transaction milestones, redemption triggers, or trust maintenance protocols are referenced. Why it matters: While administratively routine, the exhibit confirms that LMR Partners and the named individuals have aggregated beneficial ownership crossing the regulatory reporting threshold, potentially signaling institutional capital commitment ahead of a business combination. However, because the primary Schedule 13G data page containing share quantities, percentage ownership, acquisition dates, and nature of control was omitted from this submission, the precise scale of their position and any voting alignment with management cannot be verified from this text alone. No commercial assertions, customer pipelines, revenue forecasts, market sizing, technology disclosures, partnership structures, litigation posture, or executive succession plans are presented. All attributions and procedural acknowledgments originate solely from the listed LMR Partners affiliates and signatories dated 08/14/2026.
What changed: A Schedule 13G beneficial ownership report and routine compliance exhibit filed by Polar Asset Management Partners Inc., referenced by accession number 0001326389-26-000072. Polar Asset Management Partners Inc. filed this 13G to report its beneficial ownership position in Collective Acquisition II. The provided excerpt identifies the holder and filing classification but omits the specific share count, percentage of outstanding securities, date of acquisition, and stated investment purpose typically contained in a complete 13G. Why it matters: This filing tracks institutional capital positioning during CAII’s SEARCHING phase but delivers no updates to SPAC mechanics. Polar Asset Management Partners Inc. made no statements regarding trust valuation, redemption parameters, merger deadlines, extension proposals, target identification progress, or sponsor conduct. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the excerpt provides only regulatory acknowledgment of a stake without quantitative thresholds or strategic intent, it signals routine SEC compliance tracking rather than a material shift in deal trajectory, governance dynamics, or investor liquidity expectations.
What changed: A Schedule 13G beneficial ownership report identifying Aristeia Capital, L.L.C. as the reporting holder under accession number [0001172661-26-003574]. The filing discloses no updates to CAII’s search deadline, trust account valuation, extension status, business combination progress, or sponsor conduct. It merely registers the holder without stating share quantities, percentage ownership thresholds, voting/disposal agreements, or any contractual mechanisms that would affect redemption windows or deSPAC timelines. Why it matters: Investors monitoring CAII should note that the document contains no attributable claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because it is a routine compliance exhibit reflecting aggregate beneficial ownership rather than a transactional, amendment, or governance filing, it provides no signal regarding redemption pressure, trust preservation mechanics, or sponsor decision-making, rendering it immaterial for capital allocation or exit-timing purposes.
What changed: Quarterly Report (Form 10-Q) for Collective Acquisition Corp. II, a blank check company in its searching phase, covering the period ended June 30, 2026. Trust account value per share increased from $10.05 to $10.10 due to $1.38 million in interest income. No business combination target has been identified. The company disclosed a going concern uncertainty, citing potential need for additional capital to fund operations and complete a deal. No extension or redemption deadline changes were reported. Why it matters: The trust accretion improves redemption value for public shareholders, but the going concern warning highlights the risk that the SPAC may not find a target within the 18-month deadline (October 2027). The lack of deal progress and limited working capital ($806k) raise concerns about sponsor ability to execute a transaction.
trust account, redeemable shares, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- not previously extracted$255.6M
- Redeemable shares
- not previously extracted25.3M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $168K · unchanged
The clause …“assets 1,009,783 Long-term prepaid insurance 51,700 Marketable securities held in Trust Account 255,646,272 Total Assets $ 256,707,755 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit”…
The clause “300,000,000 shares authorized; 189,750 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) 19 Class B ordinary shares, $ 0.0001 par value; 30,000,000 shares authorized; 8,433,333 shares issued and”…
The clause …“acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination.”…
The clause …“the Initial Public Offering. On April 30, 2026, the Company repaid the total outstanding balance of the promissory note amounting to $ 167,797 . Borrowings against the note are no longer available. Administrative Services Agreement”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report for Collective Acquisition Corp. II, dated August 13, 2026, filed pursuant to Rule 13d-1(k) on behalf of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman. The filing does not modify the redemption deadline of 2027-10-29, the recorded trust value of $10.1 per share, or the SPAC's searching status. It solely records that the listed Magnetar entities and David J. Snyderman have agreed to file a single Statement of Beneficial Ownership referencing their collective positions as of June 30, 2026. No announcement regarding a business combination target, extension vote, or sponsor conduct alteration appears in the text. According to the exhibit, Hayley Stein executed the agreement as Attorney-in-fact for all four signatories. Why it matters: Joint 13G filings confirm coordinated institutional blockholder alignment, but as documented, they do not impact redemption mechanics, capital preservation, or timing relative to the October 2027 window. Investors tracking large holders can use this as a baseline for future amendment monitoring; absent disclosed share quantities or percentage stakes, the exhibit functions as a standard compliance marker. The filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
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.
What changed: A routine compliance exhibit: Form 3 — initial statement of beneficial ownership report. Filed by director and chief executive officer Daniel Jay Hoffman on 2026-04-30, the submission reports zero non-derivative transactions or holdings. No insider share acquisitions, warrant conversions, or trust-related equity adjustments were recorded against the issuer’s 2027-10-29 business combination schedule. Because no equity concentration shifted, the mechanics driving redemption thresholds and potential extension negotiations remain unchanged. Why it matters: For shareholders watching whether management deploys personal capital to support the SPAC, the lack of reported holdings confirms the chief executive did not purchase additional units or securities at or near the published $10.1 per-share trust value following the initial offering. Without new insider commitments or derivative exercises, redemption pressure continues to rely solely on public market behavior and prospectus-defined liquidity events. The filing provides no substantive operational claims, revenue metrics, customer disclosures, technology roadmaps, or litigation updates; it is strictly a structural clearance confirming baseline sponsor posture ahead of the 2027-10-29 deadline.
What changed: Initial public offering prospectus (424B4) for Collective Acquisition Corp. II, a blank check company formed to effect a business combination with a focus on businesses impacting U.S. national security, defense technology, financial services, strategic resources, or artificial intelligence. This is the first public filing for CAII. Key terms: 22,000,000 units at $10.00/unit; trust deposit of $221,100,000 ($10.05 per share); 18-month deadline from closing (approx. October 2027); no target selected; sponsor purchased 8,433,333 founder shares at $0.003/share; sponsor committed to 5,837,500 private warrants at $0.80/warrant; public warrants exercisable at $11.50/share; redemption rights for public shareholders at trust value; 15% limit on redemptions if shareholder vote is used; no formal extension mechanism except through shareholder vote to amend charter; detailed sponsor compensation and conflicts of interest. Why it matters: Establishes the baseline trust value ($10.05/share), the redemption mechanics, and the 18-month deadline that will govern future extension votes and business combination. Investors should note the extreme dilution from sponsor's nominal founder share price ($0.003 vs. $10.00 public), the anti-dilution protection that could trigger additional issuance to sponsor, and the broad discretion to avoid a shareholder vote by using a tender offer. The filing also highlights sponsor's indemnification of trust account and potential conflicts of interest among management.
What changed: A Form 8-A filing registering Units (each consisting of one Class A ordinary share and one-half of one redeemable warrant), Class A ordinary shares (par value $0.0001 per share), and whole redeemable warrants (exercisable for one Class A ordinary share at an exercise price of $11.50 per share) with The Nasdaq Stock Market LLC pursuant to Section 12(b) of the Securities Exchange Act of 1934. The filing formally registers the three security classes for Nasdaq trading and cross-references the initial Registration Statement on Form S-1 (File No. 333-294701), initially filed March 27, 2026. It introduces no amendments to the redemption calendar, trust value per share, extension provisions, business combination progression, or sponsor conduct. The pre-existing SEARCHING designation, trust balance, and termination deadline remain untouched by this submission. CEO Daniel Hoffman executed the registration declaration on April 28, 2026. Why it matters: This document provides the administrative vehicle for secondary market liquidity but delivers zero operational disclosures. It contains no assertions regarding target candidates, pipeline metrics, projected revenues, addressable market dimensions, technological differentiators, partnership structures, litigation posture, or executive governance standards. Because the filing exclusively handles exchange listing mechanics and incorporates by reference the March 27, 2026 S-1 prospectus descriptions, it cannot be mined for causal signals on trust preservation, extension likelihood, or sponsor activity. Consequently, no new terms govern the redemption window, warrant valuation, or combination timeline, and the filing reflects purely procedural compliance rather than substantive SPAC development.
What changed: An acceleration request filed pursuant to Rule 461 under the Securities Act of 1933, submitted by Chief Executive Officer Daniel Hoffman to SEC reviewer Catherine DeLorenzo, seeking to make the company’s Form S-1 registration statement (initially filed March 27, 2026) effective at 4:00 p.m. ET on April 28, 2026. No modifications to redemption deadlines, trust account values, extension provisions, target acquisition status, or sponsor conduct are contained in the filing. The sole mechanical action is a procedural demand to expedite the IPO effective date. The submission cites File No. 333-294701 and directs all operational inquiries to Yuta N. Delarck of Reed Smith, whose telephone number is listed as (212) 549-0223. Why it matters: This procedural step confirms that management has addressed prior SEC commentary and intends to price the public offering immediately, shifting the SPAC from preparation toward active capital raising. While it does not alter the October 29, 2027 liquidation horizon or establish new redemption triggers, accelerating the S-1 marks the precursor to target discovery and subsequent business combination negotiations that will ultimately require shareholder redemption elections and possible extension approvals. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional executive appointments.
What changed: A Rule 461 correspondence requesting acceleration of Collective Acquisition Corp. II’s Form S-1 registration statement (File No. 333-294701, initially filed March 27, 2026). According to Clear Street LLC (submitted by Managing Director Ryan Gerety), the filing does not amend the SPAC’s charter, merger terms, or sponsor governance. The only requested change is shifting the effective date of the registration statement to 4:00 p.m. Washington D.C. time on April 28, 2026. The correspondence confirms distribution of preliminary prospectus copies to participating dealers and asserts compliance with Rule 15c2-8. No modifications are reported to the redemption calendar, the stated trust value of $10.1 per share, the October 29, 2027 deadline, extension windows, or deal-status provisions. Why it matters: 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.
What changed: Amendment No. 2 to Registration Statement on Form S-1 (preliminary prospectus) for the initial public offering of Collective Acquisition Corp. II, a blank check company still searching for a business combination target. This S-1/A updates the registration statement to include final underwriting, warrant, trust, and registration rights agreements; revises dilution tables; adds audited financial statements (as of Feb. 20, 2026) with a going-concern note; and refines disclosures on sponsor compensation, lock-up restrictions, conflicts of interest, and redemption mechanics. No business combination target has been identified; the SPAC remains in the searching phase. Why it matters: 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.
What changed: A correspondence letter from the Chief Executive Officer to the U.S. Securities and Exchange Commission’s Division of Corporation Finance withdrawing a prior request to accelerate the effective date of a Form S-1 registration statement. Chief Executive Officer Daniel Hoffman stated on April 23, 2026, that Collective Acquisition Corp. II has withdrawn its request to have the March 27, 2026 Form S-1 become effective at 4:00 p.m. on April 23, 2026, or as soon as thereafter practicable. This directly alters deal progress by pausing the initial public offering timeline, delaying the capital raise that would supplement the trust. Redemption windows, trust valuation parameters, and the final business combination deadline remain legally intact, but the postponement extends the waiting period before shareholders encounter conversion or merger mechanics. The filing cites File No. 333-294701 and copies Reed Smith LLP attorney Yuta Delarck, confirming legal oversight of the procedural pause. Why it matters: 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.
What changed: A correspondence letter filed via EDGAR with the SEC Division of Corporation Finance, authored by Clear Street LLC through Managing Director Ryan Gerety, formally withdrawing a previously submitted request to accelerate the effectiveness of Collective Acquisition Corp. II’s Form S-1 Registration Statement (originally filed March 27, 2026, File No. 333-294701). The withdrawal eliminates the targeted settlement window for 4:00 p.m. Washington D.C. time on April 23, 2026, effectively pausing the requested expedited closing timeline until further notice. This action does not alter the SPAC’s redemption framework, trust preservation mechanics, or extension provisions. The registrant and Clear Street LLC confirmed no amendments to shareholder voting thresholds, redemption trigger events, or sponsor lockup arrangements. Why it matters: Procedurally, withdrawing an acceleration request indicates pending internal approvals, final underwriter drafting, or pricing alignment before capital settlement. For investors tracking the search phase, the pause preserves the current operational runway without compressing the period available to negotiate or consummate a business combination. Clear Street LLC and the undersigned registrant disclosed no substantive claims regarding target acquisition pipeline status, customer contracts, historical or projected revenue, addressable market size, proprietary technology, partnership commitments, ongoing litigation, or executive compensation within this correspondence.
What changed: Amendment No. 1 to the Registration Statement (S-1/A) for the initial public offering of Collective Acquisition Corp. II, a blank check company incorporated in the Cayman Islands on February 9, 2026. This Amendment No. 1 updates the prospectus to reflect the addition of exhibits (underwriting agreement, amended charter, specimen certificates, warrant agreement, legal opinions, letter agreement, trust agreement, registration rights agreement, private placement purchase agreement, indemnity agreement, administrative services agreement, accounting consent, director consents, and fee table) and includes introductory and other standard language that was modified from the initial filing. No new substantive business developments have occurred since the initial filing; the SPAC is still searching for a target. Why it matters: This amendment is a standard procedural step to finalize the S-1 registration statement before it can be declared effective. It does not change the company's fundamentals: management is unchanged, the trust is still $10.10 per share, the deadline is 18 months (most likely 2027-10-29), and no business combination has been identified. For investors tracking redemption deadlines and trust value, the key numbers ($10.1 per share, $220m trust, 18-month deadline) remain the same. The filing brings the SPAC one step closer to pricing its IPO.
What changed: A Securities Act Rule 461 correspondence letter submitted to the SEC Division of Corporation Finance requesting acceleration of the effective date for Collective Acquisition Corp. II’s Form S-1 registration statement. Representing underwriters, Managing Director Ryan Gerety of Clear Street LLC requested that the March 27, 2026 registration statement become effective at 4:00 p.m. Washington D.C. time on April 23, 2026. The filing discloses zero alterations to CAII’s 2027-10-29 termination deadline, trust share accounting, redemption price mechanics, extension voting thresholds, target identification progress, or sponsor governance practices. Why it matters: According to Clear Street LLC, the correspondence solely coordinates preliminary prospectus distribution quantities and certifies ongoing Rule 15c2-8 compliance. No claims regarding enterprise customers, operating revenue, addressable market size, proprietary technology, commercial partnerships, pending litigation, or executive staffing changes appear in the text. The document’s practical significance rests entirely on IPO sequencing; if the SEC approves the April 23, 2026 acceleration, gross proceeds will deposit into the trust account post-pricing, which may affect secondary market unit supply ahead of any merger negotiation phase.
What changed: A Securities Act Rule 461 correspondence requesting acceleration of the effectiveness of a Form S-1 registration statement. Chief Executive Officer Daniel Hoffman submitted a formal request for the SEC to accelerate the March 27, 2026 Form S-1 registration statement to become effective at 4:00 p.m. ET on April 23, 2026. The filing contains no amendments to the redemption calendar, trust account terms, or business combination extensions. Why it matters: This is a standard administrative step that confirms management is advancing the registration pipeline toward pricing or a merger closing. It does not alter the October 29, 2027 liquidation deadline, shareholder redemption rights, or sponsor governance obligations. If granted, it typically precedes final pricing disclosures or a supplemental prospectus, signaling active deal pursuit without introducing new financial or structural conditions.
What changed: A letter from the SEC Division of Corporation Finance declining to review the company’s Registration Statement on Form S-1. The SEC Division of Corporation Finance advised that it will not review the Form S-1 filed March 27, 2026, citing Rules 460 and 461. The correspondence does not modify the search status, the trust value per share, the October 29, 2027 deadline, or any redemption or extension mechanics. The SEC explicitly reminded Collective Acquisition Corp. II and its management that they retain sole responsibility for the accuracy and adequacy of all disclosures, regardless of the staff’s review or absence of comments. The filing contains no claims regarding deal progress, customer relationships, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. Why it matters: A formal non-review designation from the SEC typically indicates the registration statement bypasses the standard comment period, which can allow the prospectus to become effective more rapidly once other statutory conditions are satisfied. For investors tracking CAII, this confirms routine administrative processing of the initial registration rather than substantive development on a business combination, trust liquidation, or extension vote. The division attributed all disclosure liability exclusively to the company and its management, as stated by SEC contact Pearlyne Paulemon.
What changed: Registration statement (Form S-1) for a blank check company's initial public offering - a preliminary prospectus subject to completion, filed March 27, 2026, for CAII's IPO of 22,000,000 units at $10.00 per unit ($220M base, $253M with over-allotment). This is the initial S-1 filing for Collective Acquisition Corp. II, a newly formed SPAC (incorporated Feb 9, 2026) seeking to go public. No prior registration exists. Key terms established: 24-month deal deadline (27 months if LOI signed within 24 months), trust at $10.00/share ($220M), sponsor founder shares at $0.003/share (8,433,333 Class B, up to 1,100,000 subject to forfeiture), private warrants at $1.00/warrant (4,670,000, up to 5,000,000), public warrants exercisable at $11.50, redemption trigger at $18.00. Target focus: US/ally sovereignty, security, defense tech, AI, financial, strategic resources. The filing says no substantive discussions have occurred with any target. Deadline is October 2027 (24 months from expected IPO close). Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.