Cohen Circle Acquisition Corp. II 10-K

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our units commenced public trading on July 1, 2025, and our Class A ordinary shares and warrants commenced separate trading on August 22, 2025. Our Class A ordinary shares, warrants and units are each listed on the NASDAQ Global Market under the symbols CCII, CCIIW and CCIIU, respectively. Holders On March 23, 2026, the numbers of record holders of the Company’s Class A ordinary shares, units and warrants were 1, 3 and 1, respectively, not including beneficial holders whose securities are held in street name. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities and Use of Proceeds Unregistered Sales of Equity Securities On July 2, 2025, we sold 720,000 placement units in a private placement for an aggregate purchase price of $7,200,000, or $10.00 per unit, to the sponsor and Clear Street pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. Each placement unit consists of one Class A ordinary share and one fourth of a placement warrant. The placement warrants are identical to the warrants included in the units issued in the initial public offering, except that (1) they will not be redeemable by us; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. 70 Use of Proceeds On July 2, 2025, we consummated the initial public offering of 25,300,000 units, including full exercise of the over-allotment option, generating gross proceeds of $253,000,000. Each unit consists of one Class A ordinary share and one fourth of one warrant, where each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Clear Street acted as sole book-running manager of the initial public offering. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-287538). The SEC declared the registration statement effective on June 30, 2025. We incurred a total of $15,752,775 in transaction costs related to the initial public offering. We paid a total of $4,400,000 in cash underwriting discounts and commissions and $572,775 in other costs and expenses related to the initial public offering. In addition, the underwriter agreed to defer $10,780,000 in underwriting discounts and commissions, which would be payable only upon consummation of an initial business combination. Following the closing of the initial public offering and the private placement, an amount of $253,000,000 ($10.00 per unit) from the net proceeds from the sale of the units in the initial public offering and the placement units in the private placement was placed in the trust account. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [RESERVED]