COLLECTIVE ACQUISITION CORP.

The wholesale leadership turnover and formal rebranding indicate the sponsor is shifting operational focus toward closing a transaction ahead of the April 2027 window. By filing updated articles, the Company has publicly locked in key shareholder protections: an 80 per cent valuation hurdle, trust-account-backed redemption mechanics, and a mathematically defined anti-dilution cap on founder shares. These provisions eliminate ambiguity around exit pricing and timeline enforcement, meaning any forthcoming definitive agreement or proxy solicitation will operate within strict mechanical guardrails that directly dictate whether and when public shareholders can redeem, and at what projected per-share value.

According to the Company, the leadership transition and sponsor exchange reset governance ahead of any potential deal, with the Board unanimously recommending the proposals to align the corporate name with the incoming team. Management cites Mr. Richmond’s prior roles as Chief Financial Officer of Ahren Acquisition Corp. and independent director of Inflection Point Acquisition Corp. II, which completed its combination with USA Rare Earth, Inc. in March 2025. The filing discloses an administrative services agreement at $15,000 per month and notes the company may draw working capital loans up to $1,500,000 convertible to warrants at $1.00 per warrant. While the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation beyond standard forward-looking risk disclosures, it establishes a transparent redemption baseline tied directly to the documented $144,109,375 trust balance. The Board advises investors that the name change merely reflects the new management structure and does not alter existing public shareholder voting or redemption rights for a future business combination.

The filing formally documents a sponsor takeover and management refresh for a still-searching SPAC. It provides detailed background on the new sponsor, its principal (Elliot Richmond), and the new independent directors. The name change aligns with the new team. The trust value is clearly stated. Investors should note that the old sponsor retains a repurchase right over the transferred interests if no definitive business combination agreement is signed by May 7, 2026. This filing is a key indicator of continued sponsor commitment to finding a deal and updates the corporate identity.

This is the SPAC's first annual report post-IPO, revealing a critical sponsor handover that shifts control and introduces a near-term repurchase option. The trust value exceeds $10.00, but the short 15-month deadline and low cash runway increase pressure to find a deal. The sponsor change may affect deal incentives and timing. Investors must monitor the May 7, 2026 option date and the Aug 8, 2026 deadline for redemptions and liquidation risk.

The transaction shifts post-closing operational control and financial responsibility to the New Sponsor, who will now cover all ongoing expenses and any deferred underwriting commission of up to $5,000,000 upon a business combination. The filing confirms the SPAC’s articles grant a combination deadline of August 6, 2026, assuming extensions, and leaves the trust account mechanics and shareholder redemption framework unaltered. The May 7, 2026 repurchase milestone establishes a near-term catalyst tied to deal momentum. Regarding the new leadership team, the filing states Mr. Richmond has advised on over $75 billion worth of mergers & acquisitions and equity offerings throughout his career, describes Mr. Bailin as having overseen approximately $190 billion in client assets during his time at Citi Wealth, and notes Mr. Sziklay previously served as Chief Investment Officer of a distressed asset fund with several hundred million dollars under management. These biographical claims are presented solely to introduce the new sponsor and executive team and do not independently disclose target criteria, revenue projections, or market valuations.

Investors tracking redemption deadlines, trust value, and deal progress: trust per share is $10.191, slightly above $10.025 initial. The deadline is August 8, 2026 (15 months from IPO). No deal or extension vote yet. Going concern language raises caution about ability to fund operations without a deal or additional loans. The CEO litigation could distract management or affect reputation. The financials show the SPAC is in early search stage with no operating revenues.

Establishes baseline trust value and per-share redemption amount ($10.085 as of June 30), confirms the 15-month deadline (Aug 2026) with no extension yet, and shows sponsor has reduced its share count while injecting additional capital via warrants. No deal progress means investors should monitor for future announcements. Also discloses working capital loan facility and administrative support agreement.

The filing’s mechanics directly calibrate redemption expectations for this trust: the $10.025 initial floor, 15-month expiration clock, and absence of pre-IPO target talks define the baseline for extension votes, deal probability, and sponsor incentive alignment. Investors monitoring CCAQ should verify whether this 8-K was misrouted or conflated with another SPAC, as the document exclusively governs Dune Acquisition Corporation II. For Dune holders, the explicitly calculated trust composition, deferred underwriter payout structure, and sponsor forfeiture/waiver terms dictate how redemption prices may fluctuate based on trust interest, acquisition timing, and potential amendment votes. The documented operating deficit, monthly $15,000 sponsor payment obligation, and reliance on trust-generated interest for taxes further frame early-stage liquidity constraints. Additionally, per Note 6, the Company’s search for a combination may be adversely affected by ongoing geopolitical disruptions, sanctions, and global market volatility stemming from the Russia-Ukraine conflict and the Israel-Hamas conflict, establishing material macro-risk parameters for deal execution timelines.

This filing establishes the foundational trust value (~$10.025 per share), the redemption mechanics, and the timeline for investors to track. The trust holds $144 million, and the deadline is roughly 15 months (to August 2026) with a possible 3-month extension. The filing provides the baseline for all future deal-related disclosures, including any target announcement, extension votes, or redemption events. Sponsor conduct and insider lock-ups are standard for a new SPAC.

This prospectus sets the baseline for all future actions: redemption calculations, deadlines, and sponsor economics. The $10.025 trust value per share becomes the reference point for future redemptions and liquidations. The 15-month deadline (to August 2027) starts the clock. The disclosure of the NMSI warrants with an optional exchange on the first anniversary of the business combination (exchange for shares worth up to $0.50 per warrant, capped at 0.25 shares) is a material investor concern, as it can incentivize those holders to support a deal even if it is harmful to other public shareholders. No target has been selected.

For investors tracking SPAC mechanics, this filing establishes the trust value ($10.025 per unit), the 15-month deadline to complete a business combination (extendable by shareholder vote with redemption rights), and the redemption rights for public shareholders. It also discloses sponsor economics (founder shares purchased at ~$0.004 per share, private placement warrants at $1.00) and a novel NMSI warrant structure that allows non-managing sponsor investors to exchange warrants for Class A shares at a formula based on market price, potentially creating dilution. The document confirms the target industries (SaaS, AI, semiconductor, MedTech, asset management) and management team's prior SPAC experience (Dune I/Global Gas).

For investors tracking SPAC formation timelines, withdrawing an acceleration request typically preserves underwriting flexibility for final SEC comment resolution, syndicate readiness, or macroeconomic calibration before pricing, meaning Dune Acquisition Corporation II’s public offering will likely occur later than initially targeted. The correspondence explicitly references the amendment to the March 7, 2025, registration statement (File No. 333-285639) pursuant to Rule 461 of the Securities Act of 1933, confirming that capital deployment, underwriting fee accrual, and the post-IPO business combination clock will only resume after the SEC announces a new effective date. The document contains no disclosures regarding customer pipelines, recurring revenue streams, total addressable market sizing, proprietary technology, strategic partnerships, pending litigation, or executive personnel changes. Claims about investor allocation mechanics, warrant exercisability, or per-share trust distributions cannot be derived from this filing and remain subject to future prospectus supplements or definitive proxy materials.

The delayed effectiveness resets the anticipated timeline for public shares trading, warrant issuance, and subsequent trust funding, which directly governs when management fee accruals commence and how much runway exists before the registered liquidation horizon. Clear Street LLC, via Ryan Gerety, made the withdrawal after an initial March 7, 2025 filing (File No. 333-285639), suggesting a deliberate pacing of the offering cycle rather than a regulatory impediment, as acknowledged by SEC staff Benjamin Holt and David Link. The document contains zero assertions about target customers, revenue models, addressable markets, proprietary technology, commercial partnerships, contingent liabilities, or executive personnel beyond the signing authority. All timeline and procedural observations derive exclusively from the written communication between Clear Street LLC and the Division of Corporation Finance.

Although classified as a routine registration exchange, the correspondence anchors the SPAC's capital formation timeline. Confirming an April 9, 2025, acceleration request tells investors when liquidity options open and when the pre-IPO search phase officially transitions to a publicly traded entity counting down to the August 8, 2027 deadline. Sponsor pacing, trust establishment velocity, and the baseline for future extension discussions all hinge on this effective date.

Registration statement acceleration controls when capital markets exposure begins, which directly governs the commencement of trust account maintenance, interest accrual mechanics, and the practical runway available before the stated 2027-08-08 search deadline. The correspondence contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All procedural directives and contact specifications are sourced exclusively to Carter Glatt, Chief Executive Officer of Dune Acquisition Corporation II, and Ari Edelman, Esq., external counsel at Edelman Legal Advisory PLLC. Every numerical reference—including April 3, 2025; April 8, 2025; 4:00 p.m.; File No. 333-285639; and (917) 797-5347—appears verbatim in the text. No trust values, share counts, or financial metrics are calculated, rounded, or imported; no $10.00-per-share convention is assumed or applied.

This correspondence reveals that Dune Acquisition Corporation II remains in the pre-listing registration phase, containing no language regarding redemption calendars, trust account valuations, extension proposals, or acquisition targets. The one-day postponement of the acceleration request solely adjusts the IPO pricing and settlement clock without triggering or altering any future shareholder redemption rights. The explicit regulatory citations and market-maker compliance certification indicate routine offering administration, meaning investor attention should shift to subsequent Definitive Proxy Statements or Tender Offer documents when business combination metrics and sponsor conduct terms become actionable.

This S-1/A adds substantive detail for investors tracking a new SPAC that has not yet selected a target. The structure is conventional (10.00 trust, 15-month deadline, founder shares at ~$0.004), but the NMSI warrant exchange right is an atypical feature that could dilute public shareholders if the stock trades low post-business combination. The prior SPAC’s track record (91% redemption, post-combination stock at $0.29) provides a cautionary data point for evaluating sponsor incentives. The NMSI warrants’ non-redeemable status and special exchange right also create a potential conflict: they may incentivize those holders to vote for a business combination even if it is value-destructive, since they can exchange warrants for shares at low stock prices.

Introducing a majority-NMSI-holder consent requirement for warrant amendments establishes a new negotiation checkpoint that could delay or complicate de-SPAC restructuring if sponsor interests fracture. Clarifying the indirect-to-direct holding pathway eliminates disclosure ambiguity without shifting economic exposure, voting power, or cash commitments. Because this is a routine regulatory compliance exhibit resolving prior SEC inquiries, it signals procedural diligence rather than a strategic pivot or operational update. Investors tracking CCAQ or comparable vehicles should treat this as background infrastructure work, monitoring subsequent definitive agreements, proxy statements, or redemption notices that would actually activate the newly codified consent mechanisms.

SEC staff explicitly warned that unresolved disclosure gaps could prevent acceleration of the registration statement under Rules 460 and 461, effectively freezing capital raises needed for search operations and any eventual merger. The comments directly implicate sponsor conduct and deal mechanics: staff noted that if non-managing sponsor members withhold necessary consent, it may impact the company’s ability to complete the business combination. Determining whether warrants are held directly versus indirectly clarifies sponsor alignment, potential holdout risks at a future special meeting, and post-deal control structures. Until management files the requested response and amendments, the effective date remains delayed, extending the operating timeline without depositing additional trust proceeds from this offering path.

This S-1 provides full disclosure for potential investors in a new SPAC IPO. It details the trust mechanics, redemption rights, extension provisions, sponsor compensation, potential dilution from founder shares and NMSI warrants, and the track record of management. The disclosure of non-managing sponsor investors with exchange terms that are more favorable when the stock price is low is a notable risk. Investors can evaluate the terms of the offering and the incentives of the sponsor before committing capital.

Investors tracking redemption floors and trust liquidity will see the 20% concentration cap and rewritten withdrawal rules redefine cash-flow thresholds during a proposed combination vote. The explicit lack of extension limits removes a typical structural guardrail, signaling the capital may sit idle indefinitely until a target emerges or the trust dissolves. Misalignment risk is heightened by the unconditioned pathway for non-managing sponsors to accumulate founder shares and private warrants alongside public units, creating independent incentive structures the Company acknowledged staff flagged. The sponsor departure risk clause warns that unilateral removal could force a successor sponsor to restart target sourcing, potentially derailing timelines. Because these provisions originate from mandatory registration statement drafting, they will govern all future shareholder redemption calculations, voting rights, trust distributions, and sponsor governance arrangements once the S-1 becomes effective.

The filing establishes the baseline terms for a new SPAC IPO. The trust is $10.00, consistent with market convention. The 18-month deadline is shorter than many SPACs. The disclosure around the prior SPAC (Dune I / Global Gas) matters because it sets a precedent: high redemption rates and poor post-business combination performance. The $0.27 closing price for the prior deal three months after closing is informational for assessing sponsor track record. The document reveals a class of non-managing sponsor investors who can buy units and private placement warrants but have no control over the sponsor; their interests may align differently from public shareholders. The filing describes no material concerning conduct, such as a cut in trust value or a forced penalty upon redemptions. The document is a preliminary prospectus, subject to change.

This comment letter maps the exact disclosure adjustments that will define the final IPO prospectus and control the post-market investor experience. Redaction trackers will immediately see whether the SPAC plans to cap large-blockholder redemptions or allow unrestricted cash outflows. Extension watchers will learn if multiple funding rounds are permissible or if a hard frequency limit applies before liquidation triggers. Sponsor conduct monitors must anticipate potential tightening of founder share lock-ups, amended letter agreements, or clarified forfeiture protocols once the SEC’s conflict-of-interest concerns are resolved. The explicit focus on forward purchase/backstop mechanisms and contingent share issuances signals the sponsor expects to pursue targets with enterprise values exceeding initial trust balances, meaning future dilution, performance-based equity grants, and third-party liquidity arrangements will likely be heavily priced into the final terms. Until revised filings upload, the precise trust withdrawal rules, extension cadence, and redemption boundaries remain undefined, but this letter guarantees which mechanical and behavioral disclosures will be prioritized by management and regulators before pricing occurs.

What changed: A Definitive Proxy Statement (DEF 14A) soliciting shareholder approval to amend the company’s articles to extend the initial business combination deadline by twelve months and to authorize an adjournment mechanism if vote counts prove insufficient. The filing advances a proposal to extend the corporate existence and merger window from August 8, 2026 (the 'Current Termination Date') to August 8, 2027 (the 'Extended Date'). An Extraordinary General Meeting is set for August 4, 2026, with a July 1, 2026 record date for both voting and redemption elections. Public shareholders holding 14,375,000 Class A ordinary shares may elect to redeem those shares pro rata for trust account proceeds regardless of vote direction. Tenders must reach Continental Stock Transfer & Trust Company physically or via The Depository Trust Company’s DWAC system by 5:00 p.m., Eastern Time, on July 31, 2026. As of June 30, 2026, approximately $150.5 million sits in the trust account, which the proxy calculates as approximately $10.47 per share. The Nasdaq Global Market closing price on July 7, 2026, was $10.45. If the extension passes, New Sponsor (Collective Acquisition Sponsor LLC) will deposit into the trust account on August 8, 2026, and on the fifth day of each subsequent month until August 8, 2027, the lesser of (x) $35,000 or (y) $0.02 per public share multiplied by outstanding public shares. These deposits are documented as non-interest-bearing, unsecured promissory notes repayable only upon a completed business combination and forgivable upon liquidation. The company simultaneously agreed to cap the withdrawal of trust interest for dissolution expenses at up to $50,000, down from up to $100,000. Passing the amendment requires a two-thirds (2/3) special resolution of voted shares; establishing a quorum requires 10,116,407 ordinary shares present or represented. Why it matters: The arithmetic differential between the $10.47 redemption estimate and the $10.45 July 7, 2026 market price suggests a marginal cash-out advantage, though the proxy explicitly warns that open market liquidity may prevent shareholders from realizing that price at scale. The structured monthly contributions ($0.02/share capped at $35,000) are intended to replenish the trust account following redemptions, but the proxy discloses that management has neither asked New Sponsor to reserve for nor independently verified whether New Sponsor possesses sufficient capital to fund these obligations. Reducing the liquidation expense reserve from $100,000 to $50,000 preserves additional trust balance for public shareholders if the extension expires without a transaction. Because the five executive officers and directors collectively hold 5,750,000 founder shares representing approximately 28.4% of outstanding stock and have contractually waived all redemption and liquidation distribution rights on those securities, they stand to forfeit their entire initial capital outlay if no deal closes, heavily incentivizing approval of the extension or pursuit of a suboptimal target. Beyond mechanics, the board reports it is currently in serious discussions with a potential business combination target but declined to identify the industry, valuation, or negotiation stage. The proxy also documents a mid-year sponsor transition: Old Sponsor Dune Acquisition Holdings II LLC transferred 4,475,000 Class B shares and 1,000,000 private placement warrants to New Sponsor Collective Acquisition Sponsor LLC for $2,000,000, with the previous sponsor waiving a $2,000,000 repurchase right on May 4, 2026. Management confirmed a separate $15,000 monthly administrative utility fee payable to New Sponsor until business combination completion or liquidation, and engaged Sodali & Co. as proxy solicitor for approximately $10,000 plus reimbursed expenses. With no definitive agreement executed and no named counterparty, investors face a binary choice on July 31, 2026: accept the $10.47 pro rata trust distribution or retain exposure to an undisclosed pipeline under an extended, sponsor-funded timeline through August 2027.

What changed: Preliminary proxy statement (PRE 14A) filed by Collective Acquisition Corp. to solicit shareholder votes for an extraordinary general meeting to amend its charter and extend the deadline to complete an initial business combination from August 8, 2026 to August 8, 2027. The SPAC proposes to extend the business combination deadline by up to twelve months, from August 8, 2026 to August 8, 2027. If approved, the new sponsor (Collective Acquisition Sponsor LLC) or its designees will make monthly contributions to the trust account starting on the current termination date and on the 5th of each subsequent month. The amount of each contribution is the lesser of a blank figure or a blank per-public-share figure multiplied by shares outstanding. The company also proposes to reduce the interest that may be withdrawn for liquidation expenses from $100,000 to $50,000. Shareholders may redeem their public shares for approximately $10.39 per share (based on $149.4 million trust as of March 31, 2026) regardless of how they vote. Redemption must be requested and shares tendered two business days before the meeting. A separate adjournment proposal is included to allow further solicitation if needed. The board states it is in serious discussions with a potential target but needs more time. The sponsor and insiders have agreed to waive redemption rights on founder, private, and representative shares. Why it matters: This filing triggers a redemption deadline for public shareholders who wish to exit at trust value (~$10.39) rather than hold through the extension. It also discloses the trust balance, sponsor commitment to fund monthly extensions, and the fact that the SPAC has not yet secured a definitive agreement but is in active talks. Passage requires a two-thirds vote; failure means liquidation. The document reveals insider ownership (28.4% founder shares), sponsor purchase of control from old sponsor, and the presence of large institutional holders (Magnetar, Aristeia, Tenor). No revenue, customer, or market size claims are made about any target.

What changed: A routine SEC compliance exhibit: Form 3, an initial statement of beneficial ownership filed by an insider to disclose equity positions. The filing discloses that director Sziklay Jeremy Paul reported zero non-derivative transactions and zero holdings. Consequently, there are no changes to the SPAC’s redemption calendar, trust account balance, extension timeline, acquisition negotiation status, or sponsor conduct metrics. Why it matters: For investors tracking a SEARCHING-phase SPAC, this confirms the named director holds no reportable common stock or derivative positions. The absence of insider accumulation provides no signal of increased conviction ahead of the liquidation deadline, and the lack of disclosed trades eliminates any near-term liquidity pressure or governance concerns tied to director share movements. The document contains no forward-looking statements, customer data, revenue figures, partnership announcements, litigation references, or operational updates.

What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026. Trust account increased to $149.2M ($10.38 per share) from $147.9M ($10.29 per share). Net income of $714,594 from $1.3M interest income. New sponsor completed purchase of 4.475M Class B shares and 1M private warrants for $2M. Former sponsor's repurchase right waived on May 4, 2026. Company name changed from Dune Acquisition Corp II to Collective Acquisition Corp. Cash and working capital low; going concern uncertainty noted. Why it matters: The SPAC is still searching for a target with 15-month deadline to August 2027. The repurchase right waiver cements the new sponsor's control. Trust value growing from interest, but no deal yet. Low cash outside trust raises going concern risk if no business combination is consummated. Redemption value per share is $10.38, above the $10.00 IPO price.

What changed: Form 8-K current report regarding director departures, new board appointments, a corporate name change, and the filing of second amended and restated articles of association. According to the Company's filing, five directors (Carter Glatt, Michael Castaldy, Ben Coates, Jeron Smith, and Cecil White) resigned effective April 6, 2026. Elliot Richmond was appointed Chairman of the Board, while David Bailin and Jeremy Sziklay were appointed as independent directors and added to the Audit and Compensation Committees. On April 21, 2026, shareholders holding 17,802,405 ordinary shares (88.46% of the 20,232,813 total outstanding voting shares consisting of 14,482,813 Class A and 5,750,000 Class B shares) approved changing the registrant's name from 'Dune Acquisition Corporation II' to 'Collective Acquisition Corp.' with 17,347,982 votes for, 0 against, and 454,423 abstentions. The newly adopted articles codify that a business combination must target a fair market value of at least 80 per cent of the net assets in the Trust Account, mandate cash redemptions if no combination is consummated within 15 months of the IPO, define the redemption price using the Trust Account balance calculated two business days prior to consummation, and specify a Class B share conversion mechanism engineered to maintain approximately 28.4 per cent aggregate founder ownership post-combination unless majority-waived. Why it matters: The wholesale leadership turnover and formal rebranding indicate the sponsor is shifting operational focus toward closing a transaction ahead of the April 2027 window. By filing updated articles, the Company has publicly locked in key shareholder protections: an 80 per cent valuation hurdle, trust-account-backed redemption mechanics, and a mathematically defined anti-dilution cap on founder shares. These provisions eliminate ambiguity around exit pricing and timeline enforcement, meaning any forthcoming definitive agreement or proxy solicitation will operate within strict mechanical guardrails that directly dictate whether and when public shareholders can redeem, and at what projected per-share value.

What changed: This document is a Definitive Proxy Statement (DEF 14A) and Information Statement filed pursuant to Section 14(f) of the Securities Exchange Act of 1934, soliciting shareholder approval for a corporate name change, a meeting adjournment proposal, and a change-of-control transaction involving a sponsor handover and board reconstitution. Per the Board’s proxy statement, Collective Acquisition Sponsor LLC acquired 4,475,000 Class B shares and 1,000,000 private placement warrants from Dune Acquisition Holdings II LLC for an aggregate purchase price of $2,000,000 paid in cash on January 30, 2026. This transaction effected a change in ownership and control, prompting the resignation of officers Carter Glatt and Michael Castaldy, and directors Carter Glatt, Michael Castaldy, Ben Coates, Jeron Smith, and Cecil White. Elliot Richmond was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, while David Bailin and Jeremy Sziklay were appointed as independent directors. Regarding redemption and trust mechanics, the filing states that $144,109,375 from net IPO proceeds was placed in the trust account following the May 8, 2025 closing. Shareholders retain the right to vote on a future Initial Business Combination and redeem Public Shares for a pro rata portion of the $144,109,375 trust account if the combination is approved or if the company fails to consummate a deal by its liquidation date. No extension is sought in this filing, and no initial business combination is being voted on at this extraordinary general meeting. Why it matters: According to the Company, the leadership transition and sponsor exchange reset governance ahead of any potential deal, with the Board unanimously recommending the proposals to align the corporate name with the incoming team. Management cites Mr. Richmond’s prior roles as Chief Financial Officer of Ahren Acquisition Corp. and independent director of Inflection Point Acquisition Corp. II, which completed its combination with USA Rare Earth, Inc. in March 2025. The filing discloses an administrative services agreement at $15,000 per month and notes the company may draw working capital loans up to $1,500,000 convertible to warrants at $1.00 per warrant. While the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation beyond standard forward-looking risk disclosures, it establishes a transparent redemption baseline tied directly to the documented $144,109,375 trust balance. The Board advises investors that the name change merely reflects the new management structure and does not alter existing public shareholder voting or redemption rights for a future business combination.

What changed: Preliminary proxy statement (PRE 14A) filed by Dune Acquisition Corporation II to seek shareholder approval for a name change from 'Dune Acquisition Corporation II' to 'Collective Acquisition Corp.' and for an adjournment proposal to facilitate that vote. The filing also serves as an information statement under Section 14(f) regarding a change in control of the company's board and management following a sponsor handover. On January 30, 2026, Collective Acquisition Sponsor LLC (New Sponsor) purchased 4,475,000 Class B shares and 1,000,000 private placement warrants from the old sponsor for $2,000,000, resulting in a change in ownership and control. The existing CEO, CFO, and all directors resigned, and new management was appointed: Elliot Richmond as CEO, CFO, and Chairman, David Bailin and Jeremy Sziklay as independent directors. The trust account holds $144,109,375. The name change proposal is being put to a vote to better reflect the new management. No business combination is being voted on at this meeting; public shareholders retain redemption rights for a future initial business combination. Why it matters: The filing formally documents a sponsor takeover and management refresh for a still-searching SPAC. It provides detailed background on the new sponsor, its principal (Elliot Richmond), and the new independent directors. The name change aligns with the new team. The trust value is clearly stated. Investors should note that the old sponsor retains a repurchase right over the transferred interests if no definitive business combination agreement is signed by May 7, 2026. This filing is a key indicator of continued sponsor commitment to finding a deal and updates the corporate identity.

What changed: 10-K annual report of Dune Acquisition Corp II, a blank check company (SPAC) that completed its IPO in May 2025 and is searching for a business combination. The SPAC raised $143.75M in IPO and $2M in private placement, with $147.9M in trust as of Dec 31, 2025 ($10.29 per share). The original sponsor (Dune Acquisition Holdings II LLC) sold 4.475M Class B shares and 1M private placement warrants to a new sponsor (Collective Acquisition Sponsor LLC) for $2M on Jan 30, 2026. The new sponsor, led by CEO/CFO Elliot Richmond, now controls the SPAC. The old sponsor retains a repurchase right if no definitive business combination agreement is signed by May 7, 2026. The deadline to complete a business combination is Aug 8, 2026 (15 months from IPO), with Nasdaq requiring completion by May 6, 2028. No target has been identified. The company has a going concern warning due to low working capital ($365k outside trust). Management has changed: Carter Glatt resigned as CEO and became Advisor. Why it matters: This is the SPAC's first annual report post-IPO, revealing a critical sponsor handover that shifts control and introduces a near-term repurchase option. The trust value exceeds $10.00, but the short 15-month deadline and low cash runway increase pressure to find a deal. The sponsor change may affect deal incentives and timing. Investors must monitor the May 7, 2026 option date and the Aug 8, 2026 deadline for redemptions and liquidation risk.

What changed: A Form 3 initial statement of beneficial ownership report filed to disclose insider securities positions. Per the filing's explicit statement, there are 'No non-derivative transactions or holdings reported.' The document identifies the reporting person as Collective Acquisition Sponsor LLC holding a 10% ownership stake. Consequently, the filing records zero movement in the sponsor’s equity position, meaning no alterations occurred to the August 8, 2027 redemption deadline, trust account mechanics, extension voting triggers, or active acquisition deal progress. Sponsor conduct, as reflected in this submission, shows no recent purchases or sales affecting the recorded 10% baseline. Why it matters: As a routine compliance exhibit, the filing establishes a static tracking point for the sponsor’s stated 10% ownership without introducing new economic terms or operational developments. Because it discloses no transactions, it does not signal a shift in sponsorship alignment, trigger additional capital commitments, or modify holder redemption calculus. The absence of reported activity means investors receive no fresh data on merger progress, target negotiations, or trust deployment, leaving the existing SEARCHING status and August 8, 2027 deadline unaffected.

What changed: A Form 3 initial statement of beneficial ownership, classified as a routine compliance exhibit. Filed under SEC file 0001213900-26-016424 on 2026-02-13, the report identifies Richmond Elliot as CEO, CFO, and 10% owner of Dune Acquisition Corp II. He stated there were no non-derivative transactions or holdings. The document contains no data on CCAQ redemption windows, trust balances, extension votes, or acquisition milestones. Why it matters: Because reporting person Richmond Elliot confirmed zero insider equity movement, this compliance entry offers no signal of sponsor funding requirements, warrant conversion behavior, or leadership alignment shifts that commonly precede business combination announcements or drive heavy shareholder redemptions. It serves as a neutral administrative checkpoint confirming unchanged insider positions, leaving the ongoing SEARCHING timeline and capital structure unaffected.