Cohen Circle Acquisition Corp. II 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that as of December 31, 2025, our disclosure controls and procedures were effective. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 75 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. Directors and Executive Officers Our directors and executive officers are as follows: Name Age Title Betsy Cohen* 84 President, Chief Executive Officer and Director Daniel G. Cohen* 56 Chairman of the Board Amanda J. Abrams 45 Vice Chairman of the Board R. Maxwell Smeal 36 Chief Financial Officer Jewelle Bickford 84 Director Volker Berl 53 Director Walter C. Jones 63 Director Claudi Malone 89 Director Leah Popowich 47 Director * Ms. Cohen is the mother of Mr. Cohen. Betsy Cohen has served as a member of our board of directors and Chief Executive Officer and President since December 2024. She served as Chairman of the board of directors of FTAC Emerald from April 2021 until its February 2025 business combination with Fold Holdings, Inc. Ms. Cohen served as Chairman, President and Chief Executive Officer of Cohen Circle I from October 2021 until the consummation of its business combination with Kyivstar Group Ltd., in August 2025, and has served as a director of Kyivstar Group Ltd. since then. She is currently Chairman of the board of directors of BTC Development, a managing member of the general partner of Cohen Circle FinTech Ventures, L.P., a fintech focused venture capital fund, since January 2023, and a managing member of the general partner of Radiate Capital Fund, L.P., an impact investment fund with a focus on the financial services and health sectors, since June 2024. Ms. Cohen served as Chairman of FinTech VI’s board of directors from November 2020 until December 2022, FinTech V’s board of directors from June 2019 until December 2022, FinTech IV’s board of directors from May 2019 until June 2021, FTAC Olympus’ board of directors from June 2020 until June 2021, FinTech III’s board of directors from March 2017 until October 2020, and FinTech II’s board of directors from August 2016 until July 2018. She served as a director of FinTech I and its successor, Card Connect Corp., a provider of payment processing solutions to merchants, from November 2013 until May 2017, and previously served as Chairman of the board of directors of FinTech I from July 2014 through July 2016 and as FinTech I’s Chief Executive Officer from July 2014 through August 2014. She served as Chief Executive Officer of Bancorp and its wholly-owned subsidiary, Bancorp Bank, from September 2000 and Chairman of Bancorp Bank from November 2003, and resigned from these positions upon her retirement in December 2014. She served as the Chairman of the Board of Trustees and as a trustee of RAIT Financial Trust, a real estate investment trust, from its founding in August 1997, through her resignation as of December 31, 2010 and served as RAIT’s Chief Executive Officer from 1997 to 2006. Ms. Cohen served as a director of Hudson United Bancorp (a bank holding company), the successor to JeffBanks, Inc., from December 1999 until July 2000 and as the Chairman of the Jefferson Bank Division of Hudson United Bank (Hudson United Bancorp’s banking subsidiary) from December 1999 through March 2000. Before the merger of JeffBanks, Inc. with Hudson United Bancorp in December 1999, Ms. Cohen was Chairman and Chief Executive Officer of JeffBanks, Inc. from its inception in 1981 and also served as Chairman and Chief Executive Officer of each of its subsidiaries, Jefferson Bank, which she founded in 1974, and Jefferson Bank New Jersey, which she founded in 1987. From 1985 until 1993, Ms. Cohen was a director of First Union Corp. of Virginia (a bank holding company) and its predecessor, Dominion Bancshares, Inc. In 1969, Ms. Cohen co-founded a commercial law firm and served as a senior partner until 1984. Ms. Cohen also served as a director of Aetna, Inc. (NYSE: AET), an insurance company, from 1994 until May 2018 and as a director of Metromile, Inc., the successor to INSU II, from February 2021 until July 2021. Our board has determined that Ms. Cohen’s extensive experience in the financial services industry generally, and the financial technology industry in particular, as well as extensive experience in operating financial services companies in a public company environment, qualifies her to serve as a member of our board of directors. 76 Daniel G. Cohen has served as our Chairman of the board of directors since June 2025. Since May 2022, Mr. Cohen has served as the Executive Chairman of the Board of Directors of Cohen & Company Inc. (NYSE American: COHN), a financial services company, and as Executive Chairman of the Board of Managers of its operating subsidiary, Cohen & Company, LLC. He currently serves as Chairman of the Board of Directors of Art Technology Acquisition Corp. (Nasdaq: ARTC), and has also served as a managing member of the general partner of Cohen Circle FinTech Ventures, L.P., a fintech focused venture capital fund, since January 2023. Mr. Cohen served as Chairman of the Board of Directors of COHN and of the Board of Managers of Cohen & Company, LLC from February 2018 until May 2022, and as President and Chief Executive of COHN’s European Business from September 2013 until May 2022. From September 2013 until May 2022, Mr. Cohen also served as President, a director and the Chief Investment Officer of COHN’s former indirect majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), an investment advisor and broker dealer that was formerly regulated by the Financial Conduct Authority and focused on the European capital markets. Mr. Cohen served as Vice Chairman of the Board of Directors of COHN and of the Board of Managers of Cohen & Company, LLC from September 2013 to February 2018. Mr. Cohen also served as the Chief Executive Officer and Chief Investment Officer of COHN from December 2009 to September 2013 and as its Chairman of the Board of Directors from October 2006 to September 2013. Mr. Cohen served as the executive Chairman of COHN from October 2006 to December 2009. In addition, Mr. Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 2013, as the Chief Investment Officer of Cohen & Company, LLC from October 2008 to September 2013, and as Chief Executive Officer of Cohen & Company, LLC from December 2009 to September 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), COHN’s indirect broker dealer subsidiary (“JVB”), from July 2012 to September 2013. He also served as the Chairman of the Board of INSU I from December 2018 until the INSU I Acquisition in October 2020, and as the Chairman of the Board of INSU II from January 2019 until the INSU II Acquisition in February 2021. He was the Chairman of Bancorp and Chairman of the Executive Committee of Bancorp’s board of directors from the company’s inception in1999 to October 2021. Mr. Cohen served as Vice-Chairman of Bancorp Bank’s board of directors and Chairman of its Executive Committee from the company’s inception in 1999 until October 2021. Mr. Cohen also served as Chairman of Bancorp Bank’s board of directors from September 2000 to November 2003 and, from July 2000 to September 2000, was Bancorp Bank’s Chief Executive Officer. Mr. Cohen served as the Chief Executive Officer of FinTech IV from May 2019 until the FinTech IV Acquisition, at which time he became a director of Perella Weinberg Partners (NASDAQ: PWP), the successor to FinTech IV, until April 2023. Mr. Cohen previously served as Chief Executive Officer of FinTech V from October 2020 to December 2022, as a director and Chief Executive Officer of FinTech II from May 2015 until July 2018 and as Chief Executive Officer of FinTech III from March 2017 to October 2020. He also previously served as a director of FinTech I from November 2013 until July 2016, as FinTech I’s President and Chief Executive Officer from August 2014 until July 2016, and as FinTech I’s Executive Vice President from July 2014 through August 2014. Mr. Cohen was also previously Chief Executive Officer of RAIT Financial Trust from December 2006, when it merged with Taberna Realty Finance Trust (“Taberna”), to February 2009, and served as a trustee from the date RAIT acquired Taberna until his resignation from that position in February 2010. Mr. Cohen was Chairman of the board of trustees of Taberna from its inception in March 2005 until its December 2006 acquisition by RAIT, and its Chief Executive Officer from March 2005 to December 2006. Mr. Cohen is a member of the Academy of the University of Pennsylvania, a member of the Visiting Committees for the Humanities and a member of the Paris Center of the University of Chicago. Mr. Cohen is also a Trustee of List College. Our board has determined that Mr. Cohen’s extensive experience in the financial services industry generally, as well as extensive experience in operating financial services companies in a public company environment, qualifies him to serve as a member of our board of directors. Amanda J. Abrams has served as our Vice Chairman of the board of directors since June 2025. Ms. Abrams is currently the Chief Executive Officer of Cohen Circle, LLC, a position she has held since January 2021, and previously served as its Chief Operating Officer from January 2018 to January 2021. She has also served as a managing partner of the general partner of Radiate Capital Fund, L.P., an impact investment fund with a focus on the financial services and health sectors, since September 2022. She has a history of extensive involvement in public companies and, from January 2018 to August 2024, she served as a Managing Director at Cohen & Company, Inc. (NYSE American: COHN), a financial services company. From October 2020 to October 2021, Ms. Abrams served as a board observer for Shift Technologies (NASDAQ: SFT) following the merger with INSU I. From January 2021 to March 2023, Ms. Abrams served as Chief Executive Officer and President of FTAC Athena Acquisition Corp. (NASDAQ: FTAA), a special purpose acquisition company. Previously, she served as the General Counsel of CardConnect Corp., a provider of integrated payment processing solutions to merchants, from April 2017 following the company’s merger with FinTech I through November 2017 following the company’s acquisition by First Data Corp. Prior to that Ms. Abrams was at Ledgewood, P.C., as a partner from 2016 to 2017 and from 2013 to 2016 as a senior attorney. Prior to that, Ms. Abrams was an attorney in the Business and Finance group at Morgan, Lewis & Bockius, LLP, where she advised public and private companies in capital markets transactions, mergers and acquisitions and general corporate matters. Ms. Abrams also was previously an associate in the PricewaterhouseCoopers Dispute Investigations and Analysis forensic accounting group. Ms. Abrams’ combination of private and public company experience, as well as her SPAC and financial services expertise, makes her well qualified to serve on our board. R. Maxwell Smeal has been our Chief Financial Officer since March 2025. Since August 2025, Mr. Smeal has served as Chief Financial Officer of Art Technology Acquisition Corp. (Nasdaq: ARTC), and, since September 2025, as Chief Financial Officer of BTC Development Corp. (Nasdaq: BDCI). From October 2024 to August 2025, Mr. Smeal served as the Chief Financial Officer of Cohen Circle I. From July 2021 to December 2023 he served as the Head of Finance and since January 2024 he has served as Chief Financial Officer of Cohen Circle, LLC (formerly FinTech Masala, LLC), the parent company of the sponsors of FinTech II, FinTech III, FinTech IV, FinTech V, FinTech VI, FTAC Olympus, FTAC Athena, FTAC Zeus, FTAC Parnassus and FTAC Emerald. Previously, he served as a Director in KPMG LLP’s Deal Advisory practice from October 2019 through July 2021. Prior to being named a Director at KPMG, he served in various roles within KPMG LLP in their Deal Advisory and Audit practices from October 2012 to October 2019. Mr. Smeal has been a Certified Public Accountant since June 2014 and graduated from the Pennsylvania State University with a B.S. in accounting. 77 Independent Directors Jewelle Bickford has served as a director June 2025. Ms. Bickford previously served as a member of the board of directors of FTAC Athena Acquisition Corp. (NASDAQ: FTAA) from January 2021 to March 2023, and served on the board of FTAC Hera Acquisition Corp. (NASDAQ: HERA) from February 2021 until March 2023. From 2013 until the end of 2020, she was a partner and wealth advisor at Evercore Wealth Management, a subsidiary of Evercore (NYSE:EVR), a global independent investment banking advisory firm, where Ms. Bickford created the firm’s Private Wealth Education programs for families. From 2009 to 2013, she developed GenSpring MultiFamily Office’s Women and Wealth program. In 1994 she merged her boutique securitization investment banking firm, Bickford & Partners, Inc., into Rothschild Inc., a multinational investment bank and financial services company. From 1994 to 2009, she was head of Debt Capital Markets at Rothschild, where she specialized in the securitization and private placement of non-mortgage assets such as leases, credit cards, auto loans and other receivables. She was also a member of NM Rothschild’s Global Banking and Treasury Committee in London. She also worked, from 1978 to 1980, for New York City Mayor Edward Koch, as the Director of the Mayor’s Community Board Assistance Office. Ms. Bickford is a member of the Council on Foreign Relations and the founder of its Women and Foreign Policy Program, the task force that analyzes how elevating the status of women and girls advances U.S. foreign policy objectives and seeks to inform policymakers and the public on issues relevant to gender equality and U.S. foreign policy. She also currently serves on the board of EL Education, Inc., a non-profit corporation that resulted from a collaboration between The Harvard Graduate School of Education and Outward Bound USA to create new and exciting classrooms and teaching methods. Ms. Bickford is also founding member and Co-Chair of Paradigm for Parity, a group of CEOs, senior executives, corporate board members and business academics committed to achieving gender and racial parity at senior levels for women by 2030. She is also a member of the Business Committee of the Metropolitan Museum and a member of the Committee of 200. Ms. Bickford’s extensive experience in the financial services industry makes her a valuable addition to the board of directors. Volker Berl has served as a director since June 2025. Dr. Berl has been an avid serial investor and venture builder since 2009. He is the Founder, Managing Partner & CEO of New Age Ventures, a globally active generalist venture studio with a rich portfolio of earlier stage and actively managed investments across healthcare, medical devices, digital health, cleantech, consumer tech, deep tech, applied artificial intelligence, and more. Mr. Berl is an NACD certified director and has held board of director positions for various private and public companies. He currently serves as a board director for Standard Lithium (NYSE:SLI) since 2021, FEMSelect (since 2022), Venock, Inc. (since 2017), Artract Medical, Inc. (since 2021), Canival Medical, Inc. (since 2023). He is also an advisor to various private companies. He formerly served on the board of FTAC Zeus Acquisition Corp., OrthogenRx, Inc., Emoshape, Inc., Leaderlease S.A., Gaussin S.A. Before that, from 2002 to 2005, he held positions in manufacturing and process R&D and in global new business development at BASF AG. In 2006, he was Vice President Equity Research Pharmaceuticals for Deutsche Bank, and Chief Technology Officer for bioscience company Zymes LLC from 2007 to 2009. Dr. Berl holds an M.B.A. in General Management from Concordia University (Canada), a post-doctoral chemistry fellowship from Stanford University (USA), a Ph.D. in Chemistry from the University of Strasbourg (France), a Masters in Chemical Engineering from the École Nationale Supérieure de Chimie, Polymères et Matériaux (France), and an M.Sc. in Chemistry from the Eidgenössische Technische Hochschule (Switzerland). Our board has determined that Dr. Volker Berl’s rich experience as an NACD certified public and private company director, and audit committee member and chair, and his extensive and successful venture capital investing experience, qualifies him to serve as a member of our board of directors. Walter C. Jones has served as a director since June 2025. From October 2024 to August 2025, Mr. Jones served as a member of the board of directors of Cohen Circle I. He previously served as a member of the board of directors of FTAC Parnassus Acquisition Corp. from March 2021 to March 2023, and the board of directors of FTAC Olympus Acquisition Corp. from August 2020 until June 2021. Mr. Jones is based in Washington, D.C. and is currently a director at DFC, the U.S. International Development Finance Corporation. Mr. Jones was previously the Founder and CEO of Daana Technologies, Inc., a fintech firm based in Washington, DC. He served as a director of the general partner of Atlas Growth Partners, L.P., an oil and gas company, from July 2017 to April 2020. Mr. Jones served as a director of Atlas Energy Group, LLC, from February 2015 until July 2017. Mr. Jones served as a director of the general partner of Atlas Energy, L.P. from October 2013 until February 2015, a director of Atlas Energy Resources, LLC from December 2006 until September 2009, and a director of Atlas Energy, Inc. from September 2009 until March 2010. From November 2013 until mid-2017, Mr. Jones was the managing director of the Jones Pohl Group (JPG), an investment firm based in Dubai, UAE, which invested in clean energy projects, primarily in developing and developed markets around the globe. JPG was also the majority shareholder of a Dubai-based geothermal energy developer, RG Safa Energy. From April 2010 to October 2013, Mr. Jones served as the U.S. Executive Director and Chief-of-Mission to the African Development Bank in Tunis, Tunisia, having been nominated for the position by President Barack Obama in 2009, and confirmed by the U.S. Senate in 2010. In that position, he represented the United States on the African Development Bank’s Board of Directors, and served as chair of the bank’s audit committee and vice-chair of both the ethics and development effectiveness committees. Mr. Jones served as the Head of Private Equity and General Counsel at GRAVITAS Capital Advisors, LLC from June 2005 until May 2007. Mr. Jones served in a number of positions at the Overseas Private Investment Corporation from May 1994 to May 2005, and then again from September 2007 until April 2010, including Manager for Asia, Africa, the Middle East, Latin America and the Caribbean and Senior Investment Officer in the Finance Department; and was an International Consultant at the Washington, D.C. firm of Neill & Co. before that. Mr. Jones began his career at the law firm of Sidley & Austin, where he was a transactions attorney specializing in leveraged buyouts, Mr. Jones’ combination of private and public sector experience, as well as his international work, has afforded him a unique combination of management and leadership experience. Our board of directors benefits from his investment and transaction expertise as well as his valuable financial experience. 78 Claudine Malone has served as a director since June 2025. Since 1982, Ms. Malone has served as a member of a number of public company boards of directors including: Apollo Investment Corporation, Campbell Soup Company, Scott Paper Company, Union Pacific Corporation, Houghton Mifflin Co., Dell Computer Co., Lowe’s Companies, Inc., and Hasbro, Inc. She has served as President and Chief Executive Officer of Financial & Management Consulting, Inc., a financial services firm since 1982, and has served as an independent consultant to and taught management seminars at several corporations. From 1984 to 1987, Ms. Malone served as a Visting Professor at the University of Virginia Darden School of Business, from 1982 to 1984 she served as an Adjunct Professor at the Georgetown University School of Business Administration, and from 1972 to 1981 she served as an Assistant Professor and then as an Associate Professor at the Harvard Business School. Ms. Malone received an A.B. in Philosophy from Wellesley College and an M.B.A. from the Harvard School of Business. Ms. Malone’s breadth and depth of public company board experience and her extensive experience in financial and management services make her well qualified to serve as a director. Leah Popowich has served as a director since June 2025. Ms. Popowich previously served as a member of the board of directors of FTAC Athena Acquisition Corp. from January 2021 to March 2023, Ms. Popowich currently serves as Senior Advisor and Associate Vice President in the Office of the President at the University of Pennsylvania, the most recent of several positions she has held since having first joined the Office of the President in September 2000. Ms. Popowich’s primary responsibilities include serving as the President’s liaison to graduate and undergraduate students and organizations across the university, as well as managing several university priorities around communications, local and global engagement, and more. She is active in several civic and philanthropic activities including serving on the board of the Philadelphia Citizen. Our board believes that Ms. Popowich’s breadth and depth of management and leadership experience in varied communications roles qualify her to serve as a director. Number and Terms of Office of Officers and Directors Our board of directors consists of eight members divided into three classes with only one class of directors being appointed in each year, and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Leah Popowich and Amanda Abrams, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Betsy Cohen, Jewelle Bickford and Volker Berl, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Daniel Cohen, Walter Jones and Claudi Malone, will expire at the third annual meeting of shareholders. Prior to our initial business combination, as long as there are Class B ordinary shares outstanding, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. Each of our directors will hold office for a three-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percent shareholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file. Based solely upon a review of Forms 3 and Forms 4 furnished to the Company during the most recent fiscal year, and Forms 5 with respect to its most recent fiscal year, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors, and security holders required to file the same during the fiscal year ended December 31, 2025, except one Form 3 for Claudi Malone. 79 Board Committees Audit Committee We have established an audit committee of the Board of Directors. Walter Jones, Volker Berl and Jewelle Bickford serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Walter Jones, Volker Berl and Jewelle Bickford each meet the independent director standard under Nasdaq’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act, and Mr. Jones serves as chairman of the audit committee. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; ● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent auditors; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Financial Expert on Audit Committee The audit committee will at all times be composed exclusively of directors who are “financially literate” as defined under NASDAQ’s listing standards. The NASDAQ listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we must certify to the NASDAQ Global Market that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. We have determined that Mr. Jones satisfies NASDAQ’s definition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC. 80 Compensation Committee We have established a compensation committee of the board of directors, which consists of Jewelle Bickford and Leah Popowich, each of whom meets the independent director standard under NASDAQ’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Ms. Bickford serves as Chairman of our compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Other Board Committees We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Walter Jones, Jewelle Bickford, Claudi Malone, Leah Popowich and Volker Berl. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. Prior to our initial business combination, the board of directors will also consider director candidates recommended for nomination by holders of our founder shares during such times as they are seeking proposed nominees to stand for appointment at an annual general meeting (or, if applicable, an extraordinary general meeting). Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. 81 Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy has been filed as Exhibit 19 to this Annual Report. Code of Ethics We have adopted a code of ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws, a copy of which is filed as an exhibit to this Annual Report. We will make a printed copy of our code of ethics available to any shareholder who so requests. Requests for a printed copy may be directed to us as follows: Cohen Circle Acquisition Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 Attention: Secretary. Item 11. EXECUTIVE COMPENSATION. None of our executive officers or directors have received any cash compensation for services rendered. Our independent directors each received, for their services as a director, an indirect interest in 20,000 founder shares through membership interests in our sponsor. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to any of our sponsor, officers or directors, or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account: (i) repayment of loans made to us by our sponsor to cover offering-related and organization expenses, (ii) repayment of loans that our sponsor, members of our management team or any of their respective affiliates may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment), (iii) payments to our sponsor or its affiliate or designee of a total of $30,000 per month for office space, utilities, and shared personnel support services, (iv) payments of up to $12,500 per month to R. Maxwell Smeal, our Chief Financial Officer, (v) at the closing of our initial business combination, at the option of our management team, a customary advisory fee, finder’s fee and/or success fee, to a person or entity associated with certain of our officers and directors, in an amount that constitutes a market standard advisory fee for comparable transactions and services provided; and (vii) to reimburse for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination. Our audit committee will review on a quarterly basis all payments made by us to our sponsor, officers or directors or any of their controlled affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our board of directors. 82 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 24, 2026, by : ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our named executive officers and directors that beneficially owns ordinary shares; and ● all our executive officers and directors as a group. The table below represents beneficial ownership of our Class A ordinary shares and Class B ordinary shares and is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. The table does not reflect record or beneficial ownership of any outstanding warrants as no warrants are exercisable within 60 days. The beneficial ownership of the Company’s voting ordinary shares is based on 26,020,000 Class A ordinary shares and 8,673,333 Class B ordinary shares outstanding, except as otherwise indicated. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Name and Address of Class A Ordinary Shares Class B Ordinary Shares Combined Voting Power (2) Beneficial Owners Number % of class Number % of class Number % of class Directors and Executive Officers : (1) Betsy Z. Cohen (2) 445,000 1.7 % 8,673,333 100.0 % 9,118,333 26.3 % Daniel G. Cohen – – – – – – Amanda J. Abrams – – – – – – R. Maxwell Smeal – – – – – – Jewelle Bickford – – – – – – Volker Berl – – – – – – Walter Jones – – – – – – Claudi Malone – – – – – – Leah Popowich – – – – – – All directors and executive officers as a group (nine individuals) (3) 445,000 1.7 % 8,673,333 100.0 % 9,118,333 26.3 % 5% or Greater Beneficial Owners: Harraden Circle Investments, LLC (5) 1,675,436 6.4 % – – 1,675,436 4.8 % Linden Capital L.P. (6) 1,344,511 5.2 % – – 1,344,511 3.9 % Lighthouse Investment Partners, LLC (7) 1,354,079 5.2 % – – 1,354,079 3.9 % Millennium Management LLC (8) 1,391,219 5.3 % – – 1,391,219 4.0 % Cohen Circle Sponsor II, LLC (3)(4) 445,000 1.7 % 2,225,000 25.7 % 2,670,000 7.7 % Cohen Circle Advisors II, LLC (3) – – 6,448,333 74.3 % 6,448,333 18.6 % * Less than 1 percent. 1. Unless otherwise noted, the business address of each of the following individuals is c/o Cohen Circle Acquisition Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104. 2. Shares are held directly by Cohen Circle Sponsor II, LLC (445,000 Class A ordinary shares and 2,225,000 Class B ordinary shares) and Cohen Circle Advisors II, LLC (6,448,333 Class B ordinary shares), each of which is managed by Betsy Cohen. Ms. Cohen disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein. 3. Shares are held directly by Cohen Circle Sponsor II, LLC and Cohen Circle Advisors II, LLC, each of which is managed by Betsy Cohen. Our officers and directors are members of our sponsor, but none has any voting or investment power over the shares held by our sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. 83 4. The non-managing sponsor investors, indirectly through sponsor membership interests, hold an aggregate of 410,000 placement units and an aggregate of approximately 2,050,000 founder shares, in each case held directly by the sponsor. The non-managing sponsor investors have not been granted any shareholder or other rights in addition to those afforded to our other public shareholders, and have only been issued membership interests in one of the sponsor entities, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares held by the sponsor. 5. Based on a Schedule 13G/A filed on November 14, 2025 by (i) Harraden Circle Investments, LLC (“Harraden Adviser”); (ii) Harraden Circle Investors GP, LP (“Harraden GP”); (iii) Harraden Circle Investors GP, LLC (“Harraden LLC”); (iv) Harraden Circle Investors, LP (“Harraden Fund”); (v) Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”); (vi) Harraden Circle Strategic Investments, LP (“Harraden Strategic Fund”); (vii) Harraden Circle Concentrated, LP (“Harraden Concentrated Fund”); and (viii) Frederick V. Fortmiller, Jr. The reported shares are directly beneficially owned by Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund. Harraden GP is the general partner to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the reported shares directly beneficially owned by Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund. The business address of each reporting person is 885 Third Avenue, Suite 2600B, New York, NY 10022. 6. Based on a Schedule 13G filed on August 29, 2025 by Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”); Linden GP LLC, a Delaware limited liability company (“Linden GP”); Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”); and Siu Min (Joe) Wong (“Mr. Wong”). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the ordinary shares held directly by Linden Capital. Linden Advisors is the investment manager of Linden Capital. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the ordinary shares held directly by Linden Capital. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. 7. Based on a Schedule 13G filed on February 17, 2026 by Lighthouse Investment Partners, LLC (“Lighthouse”), MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”), MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 204”), Eagle Harbor Multi-Strategy Master Fund Limited (“Eagle Harbor”), Shaolin Capital Partners SP, a segregated portfolio of PW MAP SPC (“Shaolin”), NR1 SP, a segregated portfolio of North Rock SPC (“NR1 SP”), and North Rock Capital Management, LLC (“North Rock”). The reported shares are directly beneficially owned by MAP 136, MAP 204, MAP 214, Shaolin, and Eagle Harbor. Lighthouse serves as the investment manager of MAP 136, MAP 204 and MAP 214. Lighthouse serves as the platform services provider for Shaolin and Eagle Harbor. North Rock, a wholly owned affiliate and relying adviser of Lighthouse, serves as the investment manager for NR1 SP. Because Lighthouse may be deemed to control MAP 136, MAP 204, MAP 214, Shaolin, Eagle Harbor, and NRI SP, Lighthouse may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the reported shares. The principal business address for each of the reporting persons is as follows: Lighthouse and North Rock: 3801 PGA Boulevard, Suite 604, Palm Beach Gardens, FL 33410; MAP 136, MAP 204, and MAP 214: c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands; Shaolin & Eagle Harbor: Ugland House, 121 South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands; and NR1 SP: c/o Maples, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. 8. Based on a Schedule 13G/A filed on March 10, 2026 by Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander. The reported shares are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the reported shares held by such entities. The principal business address for each of the reporting persons is 399 Park Avenue, New York, NY 10022. 84 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Related Party Policy We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. We have filed our code of ethics as an exhibit to this Annual Report. In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that commonly renders valuation opinions, that our initial business combination is fair to our company from a financial point of view. Founder shares On December 4, 2024, our sponsor paid certain offering costs totaling $25,000. On March 25, 2025, we entered into a subscription agreement with our sponsor resulting in our sponsor holding an aggregate of 8,655,000 founder shares. In May 2025, we issued an additional 18,333 founder shares to the sponsor, for a total of 8,673,333 founder shares outstanding. The number of founder shares was determined based on the expectation that the founder shares would represent 25% of the aggregate of our founder shares, the placement shares and our issued and outstanding public shares after the initial public offering. Our initial holders, sponsor and our management team have agreed not to transfer, assign or sell any founder shares (except to permitted transferees), until the earlier of: (A) one year after the completion of our initial business combination; and (B) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the letter agreement provides that, in connection with an initial business combination, the initial holders may transfer, assign or sell their founder shares with our consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence, and any such transferee shall be a permitted transferee under the letter agreement. 85 Private Placement Simultaneously with the initial public offering, our sponsor and Clear Street purchased in a private placement an aggregate of 720,000 placement units for an aggregate purchase price of $7.2 million. Of the placement units purchased by the sponsor, the non-managing sponsor investors purchased, indirectly through the purchase of non-managing sponsor membership interests, an aggregate of 410,000 placement units. As a result, the sponsor issued additional membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of approximately 2,050,000 founder shares held by the sponsor. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business combination within the completion window. The placement warrants underlying the placement units are identical to the warrants sold as part of the units 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. In addition, with respect to placement warrants held by Clear Street and/or its designees, such placement warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and the placement warrants will not be exercisable more than five years from the commencement of sales in the initial public offering in accordance with FINRA Rule 5110(g)(8). Promissory Note — Related Party On March 20, 2025, we issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which we could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the initial public offering. We repaid the outstanding balance of the Promissory Note (amounting to $136,753) at the closing of the initial public offering on July 2, 2025. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor or one of its affiliates may, but are not obligated to, loan us additional funds to fund our additional working capital requirements and transaction costs (“Working Capital Loans”). If we complete a business combination, we may repay the Working Capital Loans out of the proceeds of the trust account released to us. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the trust account. In the event that a business combination does not close, we may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into units upon consummation of the business combination at a price of $10.00 per unit. The units would be identical to the placement units. Prior to the completion of the initial business combination, the Company does not expect to seek loans from parties other than the sponsor or an affiliate of the sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account. There were no working capital loans outstanding as of December 31, 2025. 86 Registration Rights Pursuant to a registration rights agreement entered into on June 30, 2025, the holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of loans made by our sponsor or one of its affiliates, and their permitted transferees, have registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A ordinary shares). These holders are entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include such securities in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Notwithstanding the foregoing, Clear Street and/or its designees may not exercise their demand and “piggyback” registration rights after five and seven years from the commencement of sales of the initial public offering and may not exercise their demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Services Commencing on July 1, 2025, we pay an amount equal to $30,000 per month to our sponsor or its affiliate or designee for certain office space, utilities, and shared personnel support services provided to us. Upon completion of a business combination or its liquidation, the Company will cease paying these monthly fees. Service Agreement The Company has agreed, commencing on July 1, 2025, through the earlier of the Company’s consummation of a business combination or its liquidation, to pay its Chief Financial Officer, R. Maxwell Smeal, up to $12,500 per month. Trust Account Indemnification Cohen Circle Sponsor II, LLC has agreed that, if the trust account is liquidated without the consummation of a business combination, it will indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below $10.00 per public share, except for any claims by any third party who executed a waiver of any and all rights to seek access to the trust account, regardless of whether such waiver is enforceable, and except for claims arising from our obligation to indemnify the underwriters of the initial public offering pursuant to the underwriting agreement. We have not independently verified whether Cohen Circle Sponsor II, LLC has sufficient funds to satisfy its indemnity obligations, we have not asked Cohen Circle Sponsor II, LLC to reserve for such obligations and it may not be able to satisfy those obligations. We believe the likelihood of Cohen Circle Sponsor II, LLC having to indemnify the trust account is limited because we endeavor to have all third parties that provide products or services to us and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● directors should not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. 87 In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. In addition, members of our management team and our board of directors directly or indirectly own founder shares and/or placement units, as set forth in “Principal Shareholders,” and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entities. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such other entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. See “Risk Factors — Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented.” Accordingly, if any of our directors or officers become aware of a business combination opportunity which is suitable for any of the entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. Additionally, if members of our management team form other special purpose acquisition companies similar to ours or pursue other business or investment ventures during the period in which we are seeking an initial business combination, the consideration paid, terms, conditions and timing relating to the business combinations of such other special purpose acquisition companies or ventures, and the level of attention paid to by members of our management team to them versus the level of attention paid to us may conflict in a way that is unfavorable to us. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a business combination. 88 Potential investors should also be aware of the following other potential conflicts of interest: ● None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. ● Each of the holders of the founder shares and placement units has agreed that his, her or its founder shares and placement shares, as applicable, will be subject to transfer restrictions and that he, she or it will not sell or transfer such shares until the applicable forfeiture provisions no longer apply. Holders of founder shares and placement shares have agreed to waive their redemption rights with respect to their founder shares and placement shares, as applicable, (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window and (iii) if we fail to consummate a business combination within the completion window or if we liquidate prior to the expiration of the completion window. Our sponsor, officers and directors have also agreed to waive their redemption rights with respect to public shares in connection with the consummation of a business combination and in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window. However, our sponsor, officers and directors will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the completion window. To the extent our holders of founder shares or placement shares transfer any of these securities to certain permitted transferees, such permitted transferees will agree, as a condition to such transfer, to waive these same redemption rights. If we do not complete our initial business combination within the completion window, the portion of the proceeds of the sale of the placement units placed into the trust account will be used to fund the redemption of our public shares. There will be no redemption rights or liquidating distributions with respect to our founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate an initial business combination within the completion window. Except as described above, the founder shares, placement units and their underlying securities will not be transferable, assignable or salable. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● Prior to or in connection with the completion of our initial business combination, there may be payment by the company to any of our sponsor, officers or directors, or any of their respective affiliates, of consulting fees, finder’s fees, advisory fees or success fees for any services they render in order to effectuate the completion of our initial business combination, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. See “Risk Factors — We may engage one or more affiliates of our sponsor, officers or directors or their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.” ● our sponsor and members of our management team directly or indirectly own our securities, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our sponsor has invested in us an aggregate of $4,475,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.003 per share) and the $4,450,000 purchase price for the placement units (or $10.00 per unit). The placement warrants underlying the placement units may be exercised cashlessly. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares and if our sponsor were required to pay cash to exercise the placement warrants. 89 ● In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. The conflicts described above may not be resolved in our favor. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual (1) Entity Affiliation Betsy Z. Cohen BTC Development Corp. Cohen Circle FinTech Ventures, L.P. Radiate Capital Fund, L.P. Cohen Circle, LLC Chairman Managing Member Managing Member Co-Founder Daniel G. Cohen Cohen Circle, LLC Cohen & Company, Inc. Cohen & Company, LLC J.V.B. Financial Group, LLC Cohen Circle FinTech Ventures, L.P. Art Technology Acquisition Corp. Co-Founder Executive Chairman Executive Chairman Affiliate Managing Member Chairman and CEO Amanda J. Abrams Cohen Circle, LLC Radiate Capital Fund, L.P. Chief Executive Officer Managing Member R. Maxwell Smeal Cohen Circle, LLC BTC Development Corp. Art Technology Acquisition Corp. Cohen Circle FinTech Ventures, L.P. Radiate Capital Fund, L.P. Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Volker Berl New Age Ventures Standard Lithium FEMSelect Venock, Inc. Artract Medical, Inc. Canival Medical, Inc. Founder, Managing Partner and CEO Director Director Director Director Director Claudi Malone Financial & Management Consulting, Inc. President and CEO Walter C. Jones DFC Director (1) Each of the entities listed in this table may have priority and preference relative to our company with respect to the performance by each individual listed in this table of his or her obligations and the presentation by each such individual of business opportunities. Our sponsor or any of its affiliates may make additional investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial business combination. In addition, until we consummate our initial business combination, affiliates of our sponsor, and our officers and directors may also participate in the formation of, or become an officer or director of, another special purpose acquisition company. 90 In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and/or placement shares held by them (and their permitted transferees will agree), and any public shares purchased during or after the initial public offering, in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. The non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in the initial public offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors have the same rights to the funds held in the trust account with respect to any public shares they purchase as the rights afforded to our other public shareholders. Regardless of the number of units, if any, the non-managing sponsor investors purchased in the initial public offering or thereafter, they will have different interests than our other public shareholders, and will be incentivized to vote their public shares in favor of a business combination due to their indirect ownership through the sponsor of founder shares, and placement shares and placement warrants issued as part of the placement units. Director Independence The Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board has determined that each of Jewelle Bickford, Walter Jones, Claudi Malone, Volker Berl and Leah Popowich are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The firm of WithumSmith+Brown, PC, or Withum, acted as our independent registered public accounting firm during the year ended December 31, 2025 and for the period from December 4, 2024 (inception) through December 31, 2024. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, the initial public offering and other required filings with the SEC for the year ended December 31, 2025 and for the period from December 4, 2024 (inception) through December 31, 2024 totaled $132,140 and $0, respectively. Audit-Related Fees Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related services for the year ended December 31, 2025 or for the period from December 4, 2024 (inception) through December 31, 2024. Tax Fees For the year ended December 31, 2025 and for the period from December 4, 2024 (inception) through December 31, 2024, Withum did not render services to us for tax compliance, tax advice and tax planning. All Other Fees We did not pay Withum for other services for the year ended December 31, 2025 and for the period from December 4, 2024 (inception) through December 31, 2024. Audit Committee Pre-Approval Policies and Procedures Our audit committee was formed upon the consummation of the initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 91 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this Annual Report: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ (Deficit) Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 (2) Financial Statements Schedules: None. (3) Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company. Copies of the exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov. 92 COHEN CIRCLE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the year ended December 31, 2025 and for the period from December 4, 2024 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ (Deficit) Equity for the year ended December 31, 2025 and for the period from December 4, 2024 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and for the period from December 4, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-19 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Cohen Circle Acquisition Corp. II: Opinion on the Financial Statements We have audited the accompanying balance sheets of Cohen Circle Acquisition Corp. II (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ (deficit) equity and cash flows for the year ended December 31, 2025 and for the period from December 4, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from December 4, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 25, 2026 PCAOB ID Number 100 F- 2 COHEN CIRCLE ACQUISITION CORP. II BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current assets Cash $ 1,852,928 $ — Prepaid expenses 162,700 20,697 Total current assets 2,015,628 20,697 Deferred offering costs — 7,781 Long-term prepaid insurance 43,750 — Marketable securities held in Trust Account 257,650,313 — Total Assets $ 259,709,691 $ 28,478 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ (DEFICIT) EQUITY Current Liabilities Accrued offering costs $ 75,000 $ 3,478 Accrued expenses 42,791 15,824 Total Current Liabilities 117,791 19,302 Deferred underwriting fee 10,780,000 — Total liabilities 10,897,791 19,302 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 25,300,000 shares at redemption value of $ 10.18 per share at December 31, 2025 and 0 shares at December 31, 2024 257,650,313 — Shareholders’ (Deficit) Equity Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding as of December 31, 2025 and 2024 — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 720,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) at December 31, 2025 and 0 shares at December 31, 2024 72 — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 8,673,333 shares issued and outstanding at December 31, 2025 and 1 share issued and outstanding at December 31, 2024 867 — Additional paid-in capital — 25,000 Accumulated deficit ( 8,839,352 ) ( 15,824 ) Total Shareholders’ (Deficit) Equity ( 8,838,413 ) 9,176 TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ (DEFICIT) EQUITY $ 259,709,691 $ 28,478 The accompanying notes are an integral part of these financial statements. F- 3 COHEN CIRCLE ACQUISITION CORP. II STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Period from December 4, 2024 (Inception) Through December 31, 2024 General and administrative expenses $ 694,814 $ 15,824 Loss from operations ( 694,814 ) ( 15,824 ) Other income: Interest earned on marketable securities held in Trust Account 5,050,313 — Total other income 5,050,313 — Net income (loss) $ 4,355,499 $ ( 15,824 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 13,010,000 — Basic and diluted net income per Class A ordinary share $ 0.21 $ — Basic weighted average Class B ordinary shares outstanding 8,123,333 1 Basic net income (loss) per Class B ordinary share $ 0.21 $ ( 15,824 ) Diluted weighted average Class B ordinary shares outstanding 8,126,355 1 Diluted net income (loss) per Class B ordinary share $ 0.21 $ ( 15,824 ) The accompanying notes are an integral part of these financial statements. F- 4 COHEN CIRCLE ACQUISITION CORP. II STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM DECEMBER 4, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance – December 4, 2024 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares — — 1 — 25,000 — 25,000 Net loss — — — — — ( 15,824 ) ( 15,824 ) Balance – December 31, 2024 — — 1 — 25,000 ( 15,824 ) 9,176 Cancellation of Class B ordinary share — — ( 1 ) — — — — Issuance of Class B ordinary shares — — 8,673,333 867 ( 867 ) — — Sale of 720,000 Placement Units 720,000 72 — — 7,199,928 — 7,200,000 Fair value of Public Warrants at issuance — — — — 2,024,000 — 2,024,000 Allocated value of transaction costs to Class A shares — — — — ( 141,745 ) — ( 141,745 ) Accretion for Class A ordinary shares to redemption amount — — — — ( 9,106,316 ) ( 13,179,027 ) ( 22,285,343 ) Net income — — — — — 4,355,499 4,355,499 Balance – December 31, 2025 720,000 $ 72 8,673,333 $ 867 $ — $ ( 8,839,352 ) $ ( 8,838,413 ) The accompanying notes are an integral part of these financial statements. F- 5 COHEN CIRCLE ACQUISITION CORP. II STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the Period from December 4, 2024 (Inception) Through December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 4,355,499 $ ( 15,824 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on marketable securities held in Trust Account ( 5,050,313 ) — Payment of general and administrative costs through promissory note – related party 54,568 — Changes in operating assets and liabilities: — Prepaid expenses ( 162,700 ) — Long-term prepaid insurance ( 43,750 ) — Accrued expenses 26,967 15,824 Net cash used in operating activities ( 819,729 ) — Cash Flows from Investing Activities: Investment of cash in Trust Account ( 253,000,000 ) — Cash withdrawn from Trust Account for working capital purposes 400,000 — Net cash used in investing activities ( 252,600,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 248,600,000 — Proceeds from sale of Placement Units 7,200,000 — Repayment of promissory note – related party ( 136,753 ) — Payments of offering costs ( 390,590 ) — Net cash provided by financing activities 255,272,657 — Net Change in Cash 1,852,928 — Cash – Beginning of period — — Cash – End of period $ 1,852,928 $ — Non-Cash investing and financing activities: Deferred offering costs paid through promissory note – related party $ 82,185 $ — Deferred underwriting fee payable $ 10,780,000 $ — Deferred offering costs included in accrued offering costs $ 71,522 $ 3,478 Prepaid expenses paid in exchange for issuance of Class B ordinary shares $ — $ 25,000 Prepaid services applied to deferred offering costs $ — $ 4,303 The accompanying notes are an integral part of these financial statements. F- 6 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cohen Circle Acquisition Corp. II (the “Company”) was incorporated in the Cayman Islands on December 4, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from December 4, 2024 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and placed in the Trust Account (defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on June 30, 2025. On July 2, 2025, the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 253,000,000 . Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (each, a “Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 720,000 units (the “Placement Units”) at a price of $ 10.00 per Placement Unit, in a private placement to the Company’s sponsor, Cohen Circle Sponsor II, LLC, a Delaware limited liability company (together with Cohen Circle Advisors II, LLC, collectively the “Sponsor”), and Clear Street LLC (“Clear Street”), the representative of the underwriters, generating gross proceeds of $ 7,200,000 . Each Placement Unit consists of one Class A ordinary share (“Placement Share” or, collectively, “Placement Shares”) and one-fourth of one redeemable warrant (the “Placement Warrants” and together with the Public Warrants, the “Warrants”). Of those 720,000 Placement Units, the Sponsor purchased 445,000 Placement Units, and Clear Street purchased 275,000 Placement Units. Transaction costs amounted to $ 15,752,775 , consisting of $ 4,400,000 of cash underwriting fee, $ 10,780,000 of deferred underwriting fee, and $ 572,775 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Following the closing of the Initial Public Offering, on July 2, 2025, an amount of $ 253,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Placement Units was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below. F- 7 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will provide the holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of permitted withdrawals). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, it will proceed with a Business Combination only if it obtains the approval by way of an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued ordinary shares who, being present and entitled to vote at a general meeting of the Company, vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5), Placement Shares and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination or if they vote at all. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the prior consent of the Company. The Company may waive this restriction in its sole discretion. The Sponsor and Clear Street have agreed to waive (i) their redemption rights with respect to any Founder Shares and Placement Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and Placement Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. However, the Sponsor will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period). Clear Street will have the same redemption rights as the Public Shareholders with respect to any Public Shares it acquires. F- 8 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will have 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $ 100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $ 10.00 per share. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the trust assets, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2025, the Company had cash of $ 1,852,928 held outside of the Trust Account and working capital surplus of $ 1,897,837 . The Company will use such funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. To fund working capital, the Company has permitted withdrawals available up to an annual limit of $ 400,000 . These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. For the year ended December 31, 2025, the Company withdrew $ 400,000 in interest from the Trust Account for working capital purposes and has no further amounts available for permitted withdrawals until July 2, 2026, which is the 1-year anniversary of the Initial Public Offering. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” as of December 31, 2025, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. F- 9 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 1,852,928 and $ 0 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively. Marketable Securities Held in Trust Account As of December 31, 2025, substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities. All of the Company’s investments held in the Trust Account are presented on the accompanying balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. To fund working capital, the Company has permitted withdrawals available up to an annual limit of $ 400,000 . These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. For the year ended December 31, 2025, the Company withdrew $ 400,000 in interest from the Trust Account for working capital purposes and has no further amounts available for permitted withdrawals until July 2, 2026, which is the 1-year anniversary of the Initial Public Offering. F- 10 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Placement Units were charged to shareholders’ deficit as Public Warrants and Placement Warrants, after management’s evaluation, were accounted for under equity treatment. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Warrant Instruments The Company accounted for the Public and Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. F- 11 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering. On July 2, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. Class A Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. To fund working capital, the Company has permitted withdrawals available up to an annual limit of $ 400,000 . These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. For the year ended December 31, 2025, the Company withdrew $ 400,000 in interest from the Trust Account for working capital purposes and has no further amounts available for permitted withdrawals until July 2, 2026, which is the 1-year anniversary of the Initial Public Offering. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public Warrants ( 2,024,000 ) Class A ordinary shares issuance costs ( 15,611,030 ) Plus: Remeasurement of carrying value to redemption value 22,285,343 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 257,650,313 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from net income (loss) per Ordinary Share as the redemption value approximates fair value. The calculation of diluted income (loss) per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the Ordinary Shares for the year ended December 31, 2025 was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. F- 12 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The following tables reflect the calculation of basic and diluted net income (loss) per Ordinary Share: For the Year Ended December 31, 2025 For the Period from December 4, 2024 (Inception) Through December 31, 2024 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,681,311 $ 1,674,188 $ — $ ( 15,824 ) Denominator: Basic weighted average shares outstanding 13,010,000 8,123,333 — 1 Basic net income per ordinary share $ 0.21 $ 0.21 $ — $ ( 15,824 ) For the Year Ended December 31, 2025 For the Period from December 4, 2024 (Inception) Through December 31, 2024 Class A Class B Class A Class B Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,680,928 $ 1,674,571 $ — $ ( 15,824 ) Denominator: Diluted weighted average shares outstanding 13,010,000 8,126,355 — 1 Diluted net income per ordinary share $ 0.21 $ 0.21 $ — $ ( 15,824 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3. INITIAL PUBLIC OFFERING In the Initial Public Offering on July 2, 2025, the Company sold 25,300,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at a price of $ 10.00 per Unit. Each Unit consists of one Public Share and one-fourth of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 7). F- 13 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, Cohen Circle Sponsor II, LLC and Clear Street purchased an aggregate of 720,000 Placement Units at a price of $ 10.00 per Placement Unit, for an aggregate purchase price of $ 7,200,000 , of which 445,000 Placement Units were purchased by Cohen Circle Sponsor II, LLC and 275,000 Placement Units were purchased by Clear Street, in a private placement. Each Placement Unit consists of one Placement Share and one-fourth of one Placement Warrant. Each whole Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will expire worthless. NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 4, 2024, Cohen Circle Sponsor II, LLC paid $ 25,000 to cover certain offering costs of the Company and became a holder of 1 Class B ordinary share (the “Founder Shares”). On March 25, 2025 the Company cancelled the one Founder Share and issued 8,655,000 Founder Shares to Cohen Circle Sponsor II, LLC. In May 2025, the Company issued an additional 18,333 Founder Shares to Cohen Circle Sponsor II, LLC, for a total of 8,673,333 . All share and per share information has been retroactively presented. The Founder Shares included an aggregate of up to 1,100,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 25 % of the Company’s issued and outstanding shares after the Initial Public Offering and the private placement. On July 2, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the Business Combination; and (B) subsequent to the Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement with Cohen Circle Sponsor II, LLC, commencing on July 1, 2025, through the earlier of the Company’s consummation of its initial Business Combination and its liquidation, to pay Cohen Circle Sponsor II, LLC or its affiliate or designee, the sum of $ 30,000 per month for office space, utilities, and shared personnel support services as may be reasonably requested by the Company. For the year ended December 31, 2025, the Company incurred and paid $ 180,000 , of which such amount is recorded within general and administrative fees on the accompanying statements of operations. Service Agreement The Company has agreed, commencing on June 30, 2025, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay its Chief Financial Officer up to $ 12,500 per month. For the year ended December 31, 2025, the Company incurred $ 50,000 of these fees and paid $ 19,667 , of which such amount is recorded within general and administrative fees on the accompanying statements of operations and $ 30,333 is accrued within accrued expenses on the accompanying balance sheets. F- 14 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Promissory Note — Related Party On March 20, 2025, the Company issued an unsecured promissory note to Cohen Circle Sponsor II, LLC (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 . The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering. As of December 31, 2025 and 2024, the Company had no outstanding borrowings under the Promissory Note. On July 2, 2025, the Company had a balance of $ 136,753 under the Promissory Note and repaid the total outstanding balance of the Promissory Note in connection with the Initial Public Offering. Borrowings under the Promissory Note are no longer available. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company additional funds to fund additional working capital requirements and transaction costs (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $ 10.00 per unit. The units would be identical to the Placement Units. As of December 31, 2025 and 2024, there were no amounts outstanding under the Working Capital Loans. NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. F- 15 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Registration Rights The holders of the Founder Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A ordinary shares issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement signed on June 30, 2025, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Notwithstanding the foregoing, Clear Street may not exercise its demand and piggyback registration rights after five (5) and seven (7) years from the commencement of sales of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,300,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On July 2, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,300,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit or $ 4,400,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of (i) $ 0.40 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $ 8,800,000 and (ii) $ 0.60 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $ 1,980,000 . The deferred commissions will be released to Clear Street for its own account concurrently with completion of an initial Business Combination, but such deferred commissions shall be due and payable, with respect to up to 75 % of such deferred commissions, in the Company’s sole discretion. NOTE 7. SHAREHOLDERS’ (DEFICIT) EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were 720,000 Class A ordinary shares issued and outstanding, excluding 25,300,000 Class A ordinary shares subject to possible redemption. At December 31, 2024, there were no shares of Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025 and 2024, there were 8,673,333 and 1 Class B ordinary shares issued and outstanding, respectively. Holders of Class B ordinary shares will vote on the appointment of directors prior to the consummation of a Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. F- 16 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Class B ordinary shares will automatically convert into Class A ordinary shares in connection with the consummation of a Business Combination, or at any time and from time to time at the option of the holders thereof, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of all ordinary shares outstanding upon completion of the Initial Public Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants — As of December 31, 2025 and 2024, there were 6,505,000 and no Warrants issued and outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of 30 days after the completion of a Business Combination and 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 . Once the Warrants become exercisable, the Company may redeem the Warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. F- 17 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and are non-redeemable. NOTE 8. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 Assets: Marketable securities held in Trust Account 1 $ 257,650,313 The fair value of the Public Warrants at July 2, 2025 was $ 2,024,000 or $ 0.32 per public warrant. The fair value of Public Warrants was determined using a binomial lattice model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the Public Warrants: July 2, 2025 Asset price $ 10.12 Exercise price $ 11.50 Term (years) 5.5 Risk-free rate 3.9 % Volatility 15.0 % Probability of Business Combination 20.0 % F- 18 COHEN CIRCLE ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one operating segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: December 31, December 31, 2025 2024 Marketable securities held in Trust Account $ 257,650,313 $ — Cash $ 1,852,928 $ — For the Year Ended December 31, For the Period from December 4, 2024 (Inception) Through December 31, 2025 2024 General and administrative expenses $ 694,814 $ 15,824 Interest earned on marketable securities held in Trust Account $ 5,050,313 $ — General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The CODM reviews interest earned to ensure the Trust Account is providing an acceptable rate of return for all shareholders and to maximize the Trust Account to be used to complete a Business Combination. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 19 Exhibit No. Description 1.1 Underwriting Agreement, dated June 30, 2025, between the Company and Clear Street LLC (1) 3.1 Memorandum and Articles of Association(2) 3.2 Amended and Restated Memorandum and Articles of Association, filed with the Cayman Islands General Registry on July 1, 2025(2) 4.1 Specimen Unit Certificate (2) 4.2 Specimen Class A Ordinary Share Certificate (2) 4.3 Specimen Warrant Certificate (included on Exhibit 4.4) 4.4 Warrant Agreement, dated June 30, 2025, by and between Continental Stock Transfer & Trust Company and the Company (1) 4.5* Cohen Circle Acquisition Corp. II Description of Securities 10.1 Letter Agreement, dated June 30, 2025, by and among the Company and certain security holders, officers and directors of the Company (1) 10.2 Investment Management Trust Agreement, dated June 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company (1) 10.3 Registration Rights Agreement, dated June 30, 2025, by and among the Company and certain security holders of the Company (1) 10.4 Placement Unit Subscription Agreement, dated June 30, 2025 by and between the Company and Cohen Circle Sponsor II, LLC (1) 10.5 Placement Unit Subscription Agreement, dated June 30, 2025 by and between the Company and Clear Street LLC (1) 10.6 Administrative Services Agreement, dated June 30, 2025, by and between the Company and Cohen Circle Sponsor II, LLC (1) 10.7 Form of Indemnity Agreement (1) 10.8 Securities Subscription Agreement, dated March 24, 2025, between the Company and Cohen Circle Sponsor II, LLC (2) 14.1 Code of Ethics(2) 19* Insider Trading Policies and Procedures 21.1* Subsidiaries of the Registrant 31.1* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) 31.2* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) 32.1* Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 32.2* Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 97* Policy Related to Recovery of Erroneously Awarded Compensation 101.INS* Inline XBRL Instance Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith (1) Previously filed as an exhibit to our Current Report on Form 8-K filed on July 3, 2025 (2) Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-287538) Item 16. FORM 10-K SUMMARY. Not applicable. 93 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COHEN CIRCLE ACQUISITION CORP. II Dated: March 25, 2026 /s/ Betsy Z. Cohen Betsy Z. Cohen President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Betsy Z. Cohen President, Chief Executive Officer and Director March 25, 2026 Betsy Z. Cohen (Principal Executive Officer) /s/ R. Maxwell Smeal Chief Financial Officer March 25, 2026 R. Maxwell Smeal ( Principal Financial and Accounting Officer ) /s/ Daniel G. Cohen Chairman of the Board March 25, 2026 Daniel G. Cohen /s/ Amanda J. Abrams Vice Chairman of the Board March 25, 2026 Amanda J. Abrams /s/ Jewelle Bickford Director March 25, 2026 Jewelle Bickford /s/ Volker Berl Director March 25, 2026 Volker Berl /s/ Walter C. Jones Director March 25, 2026 Walter C. Jones /s/ Claudi Malone Director March 25, 2026 Claudi Malone /s/ Leah Popowich Director March 25, 2026 Leah Popowich 94