CAII 10-K & 10-Q changes, risk factors and insider trading
Collective Acquisition Corp. II (also CAIIU, CAIIW) · Nasdaq · Blank Checks · CIK 2115404 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for its Initial Public Offering filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus for its Initial Public Offering filed with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Class A Ordinary Shares Subject to Possible Redemption”
New heading “Net Income Per Ordinary Share”
New heading “Recent Accounting Standards”
Removed heading “Going Concern Consideration”
Removed heading “Administrative Services Agreement”
Removed heading “Underwriters’ Agreement”
Removed heading “Representative Shares”
Largest changes
“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 this filing, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. …”see in full comparison
“We completed our Initial Public Offering and the sale of the Private Placement Warrants on April 30, 2026, at which time capital in excess of the funds deposited in Trust Account and/or used to fund offering and other operating expenses was released to us for general capital purposes. Further, we incurred and expects to continue to incur significant costs in pursuit of our financing and acquisition plans. …”see in full comparison
“The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Completion Window.”see in full comparison
“We initially have the Completion Window to consummate an initial Business Combination (assuming no extensions). If we do not complete a Business Combination, we will wind up, dissolve and liquidate pursuant to the terms of our amended and restated memorandum and articles of association. Notwithstanding management’s belief that we would have sufficient funds to execute our business strategy, there is a possibility that Business Combination might not happen within the 18-month period from the closing of the Initial Public Offering. …”see in full comparison
Full comparison: every changed paragraph (40)
References in this report (the “Quarterly
Report”) to “we,” “us” or the “Company” refer to Collective Acquisition Corp. II. References
to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”
refer to Collective Acquisition Sponsor II LLC. The following discussion and analysis of the Company’s financial condition and results
of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere
in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.
We are a blank check company incorporated in the
Cayman Islands on February 9, 2026. We are2026 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”).businesses. We
intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the
Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from February 9, 2026 (inception) through MarchJune 31,30, 2026 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial
Public Offering, we expect toWe generate non-operating income in the form of interest and/or dividend income on marketable securities held
in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had net income $1,010,992, which consists interest income on marketable securities held in the Trust Account of $1,381,272, partially offset by general and administrative costs of $370,280.
For the period from February 9, 2026 (inception)
through MarchJune 31,30, 2026, we had a net lossincome $24,713,of $986,279, which consistedconsists of formation,interest general,income on marketable securities held in the Trust Account of $1,381,272, partially offset by general and administrative costs.costs of $394,993.
Liquidity, Capital Resources and Going Concern
Until the consummation of the Initial Public Offering,
our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor
and loans from the Sponsor which were repaid at the closing of the Initial Public Offering.
Subsequent to the quarterly period covered by
this Quarterly Report on Form 10-Q, onOn April 30, 2026, we consummated the Initial Public Offering of 22,000,00025,300,000 Units which includes the exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Public Units, at a purchase price of $10.00 per Unit,
generating gross proceeds of $220,000,000.$253,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of
5,837,500 6,250,000 Private Placement Warrants at a price of $0.80 per Private Placement Warrant, in a private placement to ourthe Company’s Sponsor, generating
gross proceeds of $4,670,000.$5,000,000.
Following the Initial Public Offering,Offering and the
sale of the Units and Private Placement Warrants,Units, a total of $221,100,000$254,265,000 was placed in the Trust Account. We incurred total transactions
costs of $10,530,159,$11,767,659, consisting of $1,650,000 of$1,897,500 cash underwriting fees,fee, $6,600,000$7,590,000 of deferred underwriting fees,fee, and $2,280,159 of
other offering costs.
For the period from February 9, 2026 (inception)
through MarchJune 31,30, 2026, the net cash used in operating activities was $0.$434,066. Net lossincome of $24,713$986,280 was affected by interest earned on marketable securities held in the formation,Trust general,
andAccount administrativeof $1,381,272, payment of operation costs paid through promissory note –of related$43,670 partyand adjustment to accrued offering costs of $12,420$366. Changes in operating assets and changes in accrued expensesliabilities provided $12,293
$82,378 of cash fromfor operating activities.
As of June 30, 2026, we had marketable securities held in the Trust Account of $255,646,272 (including approximately $1,381,272 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2026, we had cash of $806,870. We intend to use the 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.
In order to fund working capital deficiencies or finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the SponsorSponsor, or certain of the Company’sour officers and directors or their affiliates may,
but are not obligated to, loan the Companyus funds as may be required. If thewe Company completescomplete a Business Combination, the Companywe would
repay thesuch Workingloaned Capital Loans.amounts. In the event that a Business Combination does not close, the Companywe may use a portion of the working
capital held outside the Trust Account to repay thesuch Workingloaned Capital Loansamounts but no proceeds from theour Trust Account would be used tofor repay
thesuch Working Capital Loans.repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post
Business Combination entity at a price of $1.00 per warrant at the option of the lender. AsThe ofPrivate MarchPlacement 31,Warrants 2026,would nobe suchidentical Workingto Capital
Loansthe werePublic outstanding.Warrants.
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 this filing, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Completion Window.
Going Concern Consideration
As of March 31, 2026, we had no cash and had a
working capital deficit of $343,177.
We completed our Initial Public Offering and the
sale of the Private Placement Warrants on April 30, 2026, at which time capital in excess of the funds deposited in Trust Account and/or
used to fund offering and other operating expenses was released to us for general capital purposes. Further, we incurred and expects to
continue to incur significant costs in pursuit of our financing and acquisition plans. In connection with our assessment of going concern
considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” our management
has since reevaluated our liquidity and financial condition, and determined that we still lacks the liquidity to sustain our operations
for a reasonable period of time, which is considered to be one year from the date of the issuance of the accompanying unaudited condensed
financial statements.
We initially have the Completion Window to consummate
an initial Business Combination (assuming no extensions). If we do not complete a Business Combination, we will wind up, dissolve and
liquidate pursuant to the terms of our amended and restated memorandum and articles of association. Notwithstanding management’s
belief that we would have sufficient funds to execute our business strategy, there is a possibility that Business Combination might not
happen within the 18-month period from the closing of the Initial Public Offering. Management has determined that the mandatory liquidation,
should a Business Combination not occur, and potential subsequent dissolution, also raises substantial doubt about our ability to continue
as a going concern. Therefore, management believes that it would be prudent to include in its disclosure language about our ability to
continue as a going concern until the earlier of the consummation of the Business Combination or the date the we are required to liquidate.
There is no assurance that our plans to complete
the Business Combination will be successful within the Completion Window. The accompanying unaudited condensed financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Services Agreement
CommencingWe ondo Aprilnot 28,have 2026,any welong-term entereddebt, into
capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement with the Sponsor or an affiliate to pay an aggregate of $25,000 per month for office space, utilities and secretarial and
administrative support. Upon completion of an initial Business Combination or liquidation, wethe Company will cease paying these monthly fees.
Underwriters’ Agreement
The underwriters havehad a 45-day option from the
date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. AsOn of
AprilJune 30,12, 2026, the fullunderwriters exercised their over-allotment optionoption, remainsclosing open.on the 3,300,000 additional Units simultaneously with the Initial Public Offering.
The underwriters were paid in cash an underwriting
discount of $1,650,000$1,897,500 upon the closing of the Initial Public Offering. In addition, a payment of three percent of the gross proceeds
of the Initial Public Offering remaining in the Company’s Trust Account following shareholder redemptions, or up to $6,600,000$7,590,000 in
the aggregate (or up to $7,590,000 if the over-allotment option is exercised in full),aggregate, is payable to the underwriters upon the completion
of an initial Business Combination for deferred underwriting commissions.
Representative Shares
The Company issued 165,000 Class A ordinary shares
(or up to 189,750 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full) to the underwriters as
part of the underwriting compensation (the “Representative Shares”) on the closing of the Initial Public Offering. The holders
of the Representative Shares have agreed not to transfer, assign or sell any such shares without the prior consent until the completion
of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights
(or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial
Business Combination, (ii) to waive their redemption rights with respect to such Representative Shares, and (iii) to waive their
rights to liquidating distributions from the Trust Account with respect to such Representative Shares if the Company fails to complete
the initial Business Combination within the Completion Window. As of March 31, 2026, prior to the closing of the Initial Public Offering,
there were no Representative Shares issued or outstanding.
The issuance of the Representative Shares is in
the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, share-based compensation associated with equity classified awards is measured
at fair value upon the assignment date. Further, the issuance of the Representative Shares should be accounted for as an offering cost
in accordance with SAB Topic 5A, Expenses of Offering, since the Representative Shares are deemed to be underwriters’ compensation
by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company estimated the fair value of the 165,000 Representative Shares to be $1,626,900
or $9.86 per share. Accordingly, $1,626,900 has been recorded as a deferred offering costs on April 30, 2026, with a corresponding increase
in additional paid-in capital. The Company established the initial fair value for the Representative Shares on April 30, 2026, the date
of the issuance, using Monte Carlo Simulation Model prepared by a third-party valuation firm, which takes into consideration the implied
unit price of $10.00 and the market assumptions used in the valuation of warrants.
The Representative Shares have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the Initial
Public Offering pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold
during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately
following the effective date of the Initial Public Offering, except to any underwriter and selected dealer participating in the offering
and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above
for the remainder of the time period.
Critical Accounting Policies and Estimates
The preparation of unaudited condensed financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements, and income and expenses during the periodperiods reported. Making estimates requires
management to exercise significant judgement. 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 actualActual results could materially differ from
those estimates. AsThe Company used a valuation to determine the value of Marchthe 31,over-allotment 2026,and wePublic didWarrants, notno other estimates were identified by the Company. We have anyidentified the following critical accounting estimates to be disclosed.policies:
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our unaudited condensed balance sheet.
Net Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering and (ii) exercise of the over-allotment option as the exercise of the rights is contingent upon the occurrence of future events.
Income and losses are shared pro rata between Class A ordinary share and Class B ordinary shares. Net income per Class A ordinary share and Class B ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
CAII insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding CAII (13F)
None of the 59 investors we track reported a position in their latest 13F.