Cohen Circle II

This filing materially resets the capital and governance baseline for shareholders. According to the audited balance sheet issued by the registrant, the company holds $2,172,744 in unrestricted operating cash and a $2,151,788 working capital position, which management asserts is sufficient to cover diligence and transaction costs through the Combination Period without emergency fundraising. Recurring sponsor service obligations are fixed at $30,000 monthly for office and administrative support and up to $12,500 monthly for the Chief Financial Officer. Geopolitical headwinds citing the Russia-Ukraine and Israel-Hamas conflicts are noted as potential macroeconomic disruptors, though no specific industry focus, technology roadmap, strategic partnerships, or pending litigation is alleged. Fair value parameters supplied by the CFO's office utilize a binomial lattice model assuming 15.0% volatility, a 3.9% risk-free rate, a 20.0% business combination probability, and a 20-business-day post-closing registration commitment, establishing the theoretical $0.32 per warrant ($2,024,000 aggregate) valuation. These parameters, combined with the confirmed trust ceiling and expiration mechanics, directly dictate redemption calculus and post-IPO dilution exposure.

This filing establishes the trust value, redemption mechanics, and timeline for the SPAC. Investors need to track the trust per share ($10.00), the redemption deadline, and the sponsor's conduct. The filing confirms the SPAC is now operational and searching for a business combination target, with a focus on fintech.

For investors mapping redemption calendars and trust trajectories, the Company locks in a search horizon beginning near July 2, 2025 closing, with trust liquidity legally preserved until the earliest of combination, amendment vote, or liquidation. Management highlights a $400,000 annual permitted withdrawal ceiling and $100,000 dissolution expense cap as the sole mechanisms for pre-deal trust erosion, directly controlling per-share redemption math.

Beyond standard underwriting acknowledgments—including distributing preliminary prospectus copies to dealers and maintaining Rule 15c2-8 compliance—stated by Managing Director Ryan Gerety on behalf of Clear Street LLC, the document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive appointments. All referenced locations, dates, and identifiers remain exactly as written: 150 Greenwich St. Floor 45, New York, New York 10007; 100 F Street, NE, Washington, DC 20549; File No. 333-287538; and the submission date June 26, 2025. The filing reflects administrative readiness for capital markets activity rather than commercial or governance developments.

The submission does not reset the trust account per share balance, extend the July 2, 2027 liquidation deadline, or alter the active 'SEARCHING' classification. Mechanically, it clears a Division of Corporation Finance disclosure inquiry ahead of registration statement effectiveness, preventing potential delays to a future deal timeline. Substantively, it formalizes the asymmetric voting incentive structure between public redeemer shareholders and non-managing sponsor investors, directly informing redemption calculations when a target is announced. The Company did not disclose customer contracts, revenue streams, market sizing, technological pipelines, partnership agreements, pending litigation, or executive succession plans beyond noting R. Maxwell Smeal as CFO and Mark Rosenstein as legal counsel reachable at 610-205-6050. The filing anchors to File No. 333-287538 and the corporate mailing address at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.

This filing provides the most current financial picture of the SPAC before its IPO, including its pre-offering cash position and liabilities. The updated founder share count and promissory note confirm the sponsor's ongoing financial support. For investors, the key mechanics are unchanged: the trust will hold $10.00 per public share, with redemption rights upon a business combination and a liquidation deadline of 24–27 months from the offering closing. The document also details the sponsor's indemnification of the trust account, the 15% redemption cap if shareholder approval is sought, and the lock-up provisions for founder shares and placement units. No business combination target has been identified, and the SPAC remains in the searching stage. The document contains no operating revenue, customer data, or claims about target businesses.

These regulatory responses finalize governance, voting, and compensation structures that directly dictate shareholder exit options and deal economics. The 75% discretionary deferred underwriting commission establishes a concrete financial incentive structure: if the sponsor or management approves an unfavorable business combination or fails to meet specified conditions, retaining those underwriter fees preserves capital for the combined entity, effectively reducing acquisition dilution and protecting remaining trust value against suboptimal deployments. The revised letter agreement vote commitment alters the calculus for securing shareholder approval, as insiders can now accumulate positions via Rule 14e-5 without being contractually forced to support the transaction, thereby shifting negotiation leverage away from management and closer to redeeming public shareholders. Clarifying Ms. Abrams’ independent director status mitigates potential conflicts between sponsor loyalty and fiduciary duties to public stockholders. By resolving SEC objections regarding share conversion optics, deferred compensation transparency, and jurisdictional risks, the Company clears the path to pricing, ensuring the final prospectus accurately reflects the mechanics investors face when evaluating redemption requests, extension voting, or deal termination within the existing search timeline.

This filing advances the IPO process for a new Cohen Circle SPAC, which — if completed — would add another $220 million+ trust vehicle to the market. The disclosure details sponsor economics (founder shares at ~$0.003 per share vs. $10.00 public price), potential dilution, the 15% redemption cap in shareholder votes, and the unusual structure of 12 non-managing sponsor investors who will indirectly hold 2,050,000 founder shares and 410,000 placement units, potentially influencing redemption and voting dynamics. The 24-month (or 27-month) deadline aligns with the SPAC's 2027-07-02 deadline. The filing also confirms that Clear Street is the sole book-running manager and that the trust will hold $10.00 per unit initially.

These comments target transparency and economic mechanics central to SPAC governance. Scrutiny of founder share conversion timing and sponsor insider ownership directly impacts post-deal capital structure and sponsor-alignment incentives. Questions regarding the 75% deferred underwriting commission discretion relate to transaction cost structures that, if waived, would leave more proceeds in the trust account relative to redemption outflows. Governance inquiries around the forum clause and letter agreement voting carve-outs dictate shareholder litigation venues and redemption behavior during business combination votes. Betsy Cohen, identified as Chief Executive Officer, is part of the management team reminded by the SEC that it bears full responsibility for disclosure accuracy irrespective of staff feedback. Until amendments are filed, the registration statement remains conditional, leaving Cohen Circle II in a SEARCHING phase with the July 2, 2027 deadline and $10.36 trust per share intact. The SEC references prospectus pages 47, 171, 117, 201, 18, and exhibit page II-2 where these provisions reside.

This is a new SPAC IPO from the Cohen Circle team (Betsy Cohen and Daniel Cohen), who have a history of multiple successful SPAC business combinations. The filing provides complete terms for investors, including trust size, redemption mechanics, sponsor economics, and target focus. The trust per-share value is $10.00 initially, and the deadline is 24 months (with potential 27-month extension if a definitive agreement is in place). The IPO will raise $220 million (or $253 million with over-allotment), giving the SPAC substantial firepower for a fintech acquisition. The filing also reveals the presence of non-managing sponsor investors who have expressed interest in purchasing up to an aggregate of approximately $[—] million of the units (not binding), which could affect post-offering liquidity and voting dynamics. The sponsor's founder shares, purchased at a nominal price, create significant potential dilution and conflicts of interest that investors should evaluate.

The sponsor’s unrestricted transfer or forfeiture rights introduce control discontinuity risk relative to the July 2, 2027 deadline. Linking discretionary underwriter compensation to transaction redemption rates aligns third-party payout incentives directly with public shareholder withdrawal behavior, which affects net proceeds available for the business combination. Disclosing prior SPAC liquidation metrics and quantifying insider economic stakes supplies measurable benchmarks for sponsor track-record verification. Because these amendments clarify governance and payout mechanics rather than altering the stated $10.36 trust value per share or moving the redemption calendar, immediate triggering events remain unchanged, but the adjusted framework dictates how equity distribution and contingency compensation operate if a deal closes.

According to the SEC staff, Comments 3, 7, 9, and 10 establish that sponsor alignment and historical execution records require transparent documentation before the public market can price the offering. The staff’s request to disclose all persons holding direct or indirect material interests in the sponsor, plus independent director membership stakes in the sponsor (Comment 9), ensures the investing public can verify whether leadership incentives align with long-term value creation. The SEC noted that prior SPAC disclosures must be standardized to reveal liquidation rates, extension frequencies, aggregate redemption levels, financing structures for completed combinations, and any redirection of target pursuit across affiliated vehicles (Comment 10); this historical data is essential for judging whether the sponsor will honor the two-year horizon or migrate resources elsewhere. Mechanically, because the SEC asked for explicit factors governing the discretionary payment or forfeiture of the 75% deferred underwriting commission (Comment 11), public shareholders gain visibility into whether remaining proceeds will be preserved for target acquisition or retained as corporate liquidity post-IPO. Until the amended draft is publicly filed, the IPO cannot close, the redemption mechanism cannot activate, and the trust account remains invested earning interest toward the 2027 maturity. The submission represents a standard pre-effectiveness roadblock that materially informs redemption calculus and sponsor fidelity assessments.

Provides the first detailed look at Cohen Circle Acquisition Corp. II's structure, sponsor, trust value, deadline, and redemption terms. It is the initial step toward the SPAC becoming public and beginning its search for a target. Investors can assess the terms, dilution, and sponsor incentives.

What changed: Amended Schedule 13G beneficial ownership report. The filing identifies Meteora Capital, LLC as the reporting holder but discloses no amended share counts, acquisition dispositions, cost basis, or percentage thresholds within the provided excerpt; consequently, no alterations to redemption pressure, trust composition, extension voting mechanisms, or sponsor conduct are evident. Why it matters: Attested solely by Meteora Capital, LLC through this regulatory exhibit, the text contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and confirms no material corporate events impacting Cohen Circle II’s redemption deadlines, trust value preservation, extension trajectory, or sponsor alignment.

What changed: A Schedule 13G/A beneficial ownership report [0001172661-26-001900] filed to disclose joint equity positions in Cohen Circle II. The filing lists six entities—Lighthouse Investment Partners, LLC; MAP 136 Segregated Portfolio; MAP 204 Segregated Portfolio; MAP 214 Segregated Portfolio; Shaolin Capital Partners SP; and Eagle Harbor Multi-Strategy Master Fund Limited—as co-disclosing parties. The provided excerpt contains no share quantities, acquisition dates, ownership percentages, or purpose statements. Accordingly, no new data alters the reported trust value per share of $10.36, indicates an extension proposal, modifies redemption windows, or advances deal progress toward the established search deadline of 2027-07-02. Why it matters: As disclosed by the listed investment vehicles, this amendment reflects routine periodic or event-driven updating of passive 13G positions, often tied to internal fund restructuring, quarterly reconciliations, or sustained below-threshold reporting. For investors monitoring redemption timelines and sponsor conduct, these segregated portfolios and master funds represent concentrated LP channels whose collective voting weight could influence target selection or conversion votes before the 2027-07-02 cutoff. The excerpt contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; any forward-looking or operational assertions would originate exclusively from the sponsors’ or filers’ subsequent press releases, proxy materials, or business combination documents, not this filing.

What changed: Quarterly report (Form 10-Q) for Cohen Circle Acquisition Corp. II for the quarter ended March 31, 2026. Trust account increased to $259.9 million ($10.27 per share) from $257.7 million ($10.18 per share). Net income of $1.87 million from interest. No business combination announced. Cash outside trust $1.46 million. No withdrawals from trust in Q1 2026. Why it matters: Trust value per share continues to accrete; no deal progress reported; deadline remains July 2, 2027 (24 months from IPO). Investors should monitor for any definitive agreement as the deadline approaches.

What changed: Annual Report on Form 10-K. First annual report since IPO on July 2, 2025. Reports net income of $4.36M from trust interest, $257.65M in trust ($10.18 per public share at redemption value), $1.85M outside cash. Working capital surplus of $1.90M. No business combination announced. Deadline is July 2, 2027 (extendable to October 2, 2027 if definitive agreement signed by July 2, 2027). Sponsor receives $30k/month for office space and up to $12.5k/month for CFO services. Up to $2.5M in working capital loans available. Over-allotment fully exercised, so 1.1M founder shares no longer subject to forfeiture. Why it matters: Confirms trust value of approximately $10.18 per share (based on $257.65M in trust for 25.3M public shares), providing baseline for potential redemptions. Discloses that sponsor and affiliates hold ~26.3% voting power, creating potential for deal approval without majority public support. Updates risk factors including SEC SPAC rules, Investment Company Act considerations, and geopolitical conflicts. Provides full audited financials to assess cash burn and runway through 2027 deadline.

What changed: A Schedule 13G/A beneficial ownership amendment accompanied by a Joint Filing Agreement under Rule 13d-1(k). This document is a routine compliance exhibit confirming a joint filing arrangement among Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander for their collective reporting of Class A Ordinary Shares, par value $0.0001 per share, of Cohen Circle Acquisition Corp. II. As confirmed by signatories Gil Raviv (Global General Counsel) and Israel A. Englander, the filing aggregates disclosures under Rule 13d-1(k). Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the document reports zero mechanical changes: it contains no amended share counts, percentage thresholds, purpose-of-investment updates, or extension requests, and makes no statements advancing or delaying the search period. Regarding other substance, the text contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Every figure cited—$0.0001 par value, March 9, 2026 execution date, and March 10, 2026 SEC receipt date—appears exactly as written in the filing. The referenced trust value of $10.36 and deadline of 2027-07-02 originate from your prompt context and are not addressed or modified in this submission. Why it matters: Investors tracking CCII will note that multiple Millennium-affiliated managers and Israel A. Englander are consolidating their 13G disclosures under a single joint filing, which streamlines regulatory compliance but concentrates voting influence around these specific holders. Because the excerpt discloses no changed percentages or new investment purposes, there is no evidence of a threshold crossing, position unwind, or strategic pivot that would trigger additional reporting obligations or alter negotiation leverage. The submission neither advances the 2027-07-02 expiration timeline, reallocates the $10.36 trust, nor indicates sponsor outreach. It remains an administrative consolidation of existing holdings that warrants monitoring only until subsequent 13G/A amendments reveal revised ownership percentages or explicit intent regarding a business combination.

What changed: A Form 8-K Current Report submitting a PFIC (Passive Foreign Investment Company) Annual Statement (Exhibit 99.1) for the taxable year ending December 31, 2025. Cohen Circle Acquisition Corp. II distributed a tax compliance disclosure stating that the per-unit, per-day ordinary earnings attributable to U.S. shareholders were $0.0010790114 for the period beginning January 1, 2025 and ending December 31, 2025. The attached statement, certified by Chief Financial Officer R. Maxwell Smeal, reports $0.00 in net capital gains and confirms no cash or property distributions were made to shareholders during that tax year. Why it matters: This filing delivers the specific metrics Cayman Islands SPAC investors need to evaluate making an optional Qualified Electing Fund (QEF) election under Section 1295 of the Internal Revenue Code and to properly complete IRS Form 8621. It carries zero implication for the SPAC's redemption calendar, the $10.36 trust balance per share, the July 2, 2027 liquidation deadline, or the sponsor's pursuit of a target business, representing a routine statutory disclosure rather than operational or strategic news.

What changed: A Schedule 13G beneficial ownership report, which is a routine regulatory compliance exhibit disclosing securities holdings rather than a merger agreement, resignation, interview transcript, investor presentation, or lawsuit. The filing identifies eight institutional holder entities—including Lighthouse Investment Partners, LLC; MAP Segregated Portfolios of LMA SPC; Shaolin Capital Partners SP; Eagle Harbor Multi-Strategy Master Fund Limited; and North Rock Capital Management entities—as reporting beneficial ownership. The document contains no amendments, transaction updates, or disclosures regarding redemption calendars, the $10.36 per-share trust value, extension resolutions, combination deal progress, or sponsor conduct for CCII. Why it matters: For investors tracking redemption deadlines, trust mechanics, extensions, deal progress, and sponsor behavior, this filing does not move any levers: CCII remains in a SEARCHING status, the liquidation deadline stays at 2027-07-02, and no trust account adjustments or target announcements are reported. The presence of multiple segregated portfolios and master funds typically indicates allocation routing under a single advisory or distribution platform, suggesting consolidated voting control rather than independent shareholder pressure. The filing contains no substantive claims attributed to any chief executive, board member, or sponsor representative regarding customers, revenue, market size, corporate strategy, proprietary technology, commercial partnerships, pending litigation, or personnel appointments or departures.

What changed: Joint Filing Agreement attached to a Schedule 13G beneficial ownership report confirming a Rule 13d-1(k) consolidated filing arrangement. No alterations to the redemption calendar, trust balance, extension parameters, or business combination deadline are reported. The filing only codifies an administrative protocol dated February 3, 2026, enabling Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander to submit a single Schedule 13G on their behalf for Class A Ordinary Shares, par value $0.0001 per share, of Cohen Circle Acquisition Corp. II. Why it matters: The document contains zero substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or corporate personnel. Signed by Global General Counsel Gil Raviv and Israel A. Englander, it serves purely as a procedural instrument to streamline Section 13(d) disclosures under the Securities Exchange Act of 1934. It offers no directional signal regarding the SPAC’s SEARCHING status, shareholder voting intentions, sponsor conduct, or target acquisition progress.

What changed: A Joint Filing Agreement (Exhibit A) to a Schedule 13G/A, which operates as a routine compliance exhibit authorizing eight Harraden Circle-related investment vehicles and Frederick V. Fortmiller, Jr. to submit one consolidated beneficial ownership report for Cohen Circle Acquisition Corp. II pursuant to Rule 13d-1(k). The provided text contains only the execution page for the joint filing arrangement; it reports no amended share quantities, ownership percentages, acquisition dates, or cost bases. Accordingly, the filing makes no adjustments to redemption window mechanics, trust account valuation rules, deadline extension procedures, merger progress milestones, or sponsor conduct protocols. Why it matters: According to the agreement, the listed Harraden Circle entities and their common managing member accept shared statutory liability for the accuracy of their consolidated disclosure, which standardizes administrative reporting rather than altering economic or corporate governance rights. The exhibit contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel shifts. For investors tracking cash deployment, shareholder voting triggers, or capital return schedules, this document confirms only the unified disclosure structure among affiliated holders and remains operationally silent on the variables that dictate redemption behavior or business combination timing.

What changed: Quarterly report on Form 10-Q for Cohen Circle Acquisition Corp. II for the quarter ended September 30, 2025. This is the first quarterly report after the company's IPO on July 2, 2025. It reflects the company's initial public offering of 25,300,000 units at $10.00 per unit for gross proceeds of $253,000,000, including full exercise of the underwriters' over-allotment option, and the simultaneous private placement of 720,000 placement units to the sponsor and Clear Street LLC for gross proceeds of $7,200,000. The report details the company's initial financial position post-IPO, including cash outside trust of $1,751,613, trust account value of $255,585,138, and working capital of $1,825,625. There is no mention of any target company, merger agreement, or definitive deal, confirming the company is still in a 'searching' stage for a business combination. Why it matters: This filing confirms the company is in its early post-IPO search phase with a standard 24-month combination period that runs from the IPO date (July 2, 2025), meaning the deadline is July 2, 2027, with a potential extension. It establishes the baseline trust value and redemption price of $10.10 per share, which is accretive from the IPO price due to interest earned. It confirms the sponsor's significant ownership stake (8,673,333 founder shares, representing 25% of shares outstanding) and the amount of working capital available to fund the search. The report also details the costs and fees associated with the IPO, including a deferred underwriting fee of $10.78 million, which is payable only upon completion of a business combination.