CCAQ 10-K & 10-Q changes, risk factors and insider trading
Collective Acquisition Corp. (also CCAQU, CCAQW) · Nasdaq · Blank Checks · CIK 2041047 · 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 (only one so far)..
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Quarterly Report. For additional risks relating to our operations, see the section titled “Risk Factors” contained in our Annual Report on Form 10-K filed with the SEC on March 13, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC, except as we may disclose from time to time in our future filings with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
Largest changes
“On August 4, 2026, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”) to consider and vote upon certain matters set forth in the definitive proxy statement related to the Extension Meeting filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on July 8, 2026 (the “Proxy Statement”). …”see in full comparison
“On July 17, 2026, the Company entered into a non-interest bearing promissory note with its Sponsor, pursuant to which the Sponsor may loan up to $500,000 to fund the Company’s costs and expenses reasonably related to its Business Combination. The note is payable upon the earlier of: (i) the date the Company consummates its initial Business Combination or (ii) the date that the winding up of the Company is effective. …”see in full comparison
“As of March 31, 2026, we had operating cash and cash equivalents of $84,207 and a working capital surplus of $114,632. 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.”see in full comparison
In connection with our Management’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as ofsee in full comparisonMarchJune31,30, 2026,the Companywe may need to raise additional capital through loans or additional investments fromtheour New Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and New Sponsor may, but are not obligated to, loanfundsusto the Company,funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meetthe Company’sour working capital needs. Accordingly,theCompanywe may not be able to obtain additional financing. IftheweCompany isare unable to raise additional capital,itwe may be required to take additional measures to conserve liquidity, which could include, but would not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.The CompanyWe cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.The Company’sOur liquidity condition raises substantial doubt abouttheCompany’sour ability to continue as a going concern for a period oftimetime, which is considered to be the earlier of, the liquidation date of August 8, 2027 or within one year after the date that the accompanying unaudited condensed financial statements are issued.Management plans to address this uncertainty through a Business Combination.
“Effective July 17, 2026, the Board of Directors of the Company approved the following changes to the Company’s management: (i) Maximilian Staedtler was appointed to serve as Chief Financial Officer of the Company, effective July 17, 2026, and (ii) Elliot Richmond resigned as the Chief Financial Officer of the Company, effective July 17, 2026.”see in full comparison
Full comparison: every changed paragraph (18)
Recent Developments
On July 17, 2026, the Company entered into a non-interest bearing promissory note with its Sponsor, pursuant to which the Sponsor may loan up to $500,000 to fund the Company’s costs and expenses reasonably related to its Business Combination. The note is payable upon the earlier of: (i) the date the Company consummates its initial Business Combination or (ii) the date that the winding up of the Company is effective. The Sponsor has the right (but not the obligation) to convert all or any portion of the outstanding and unpaid principal amount into warrants of the Company equivalent to the private placement warrants issued by the Company in connection with its Initial Public Offering (together with any replacement securities issued by the successor public company to the Company in the Business Combination) at a conversion price of $1.00 per warrant. As of the filing date of this Quarterly Report on Form 10-Q, $200,000 had been drawn under the promissory note.
Effective July 17, 2026, the Board of Directors of the Company approved the following changes to the Company’s management: (i) Maximilian Staedtler was appointed to serve as Chief Financial Officer of the Company, effective July 17, 2026, and (ii) Elliot Richmond resigned as the Chief Financial Officer of the Company, effective July 17, 2026.
On August 4, 2026, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”) to consider and vote upon certain matters set forth in the definitive proxy statement related to the Extension Meeting filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on July 8, 2026 (the “Proxy Statement”). At the Extension Meeting, the Company’s shareholders approved a proposal to amend the Company's Second Amended and Restated Memorandum and Articles of Association (the “Articles”) to reflect the extension of the date by which the Company must consummate an initial business combination from August 8, 2026 (the “Current Termination Date”) to August 8, 2027 or such earlier date as determined by the Company’s board of directors, for a total extension of up to twelve (12) months after the Current Termination Date.
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from September 13, 2024 (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. We generate non-operating
income in the form of interest 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 MarchJune 31,30, 2026, we
had net income of $714,594,$359,974, which consists of interest income on marketable securities held in the Trust Account of $1,300,569$1,320,733 offset
by general and administrative costs of $585,975.$960,759.
For the threesix months ended MarchJune 31,30, 2025,2026, we
had a net lossincome of $48,094$1,074,568, which consists of formationinterest andincome on marketable securities held in the Trust Account of $2,621,302 offset by general and administrative costs.costs of $1,546,734.
For the three months ended June 30, 2025, we had net income of $761,019, which consists of interest income on marketable securities held in the Trust Account of $873,464 offset by general and administrative costs of $112,445.
For the six months ended June 30, 2025, we had a net income of $712,925, which consists of interest income on marketable securities held in the Trust Account of $873,464 offset by general and administrative costs of $160,539.
For the threesix months ended MarchJune 31,30, 2026, cash
used in operating activities was $281,544.$322,109. Net income of $714,594$1,074,568 was affected by interest earned on marketable securities held in the
Trust Account of $1,300,569.$2,621,302. Changes in operating assets and liabilities provided $304,431$1,224,625 of cash for operating activities.
For the threesix months ended MarchJune 31,30, 2025, cash
used in operating activities was $14,862.$205,109. Net lossincome of $48,094$712,925 was affected by interest earned on marketable securities held in the Trust Account of $873,464 offset by the payment of operatingoffering expensescosts through promissory note –
related party of $23,500 and the payment of operating costs through advances from related party of $4,320. Changes in operating assets
and liabilities providedused $5,412$72,390 of cash for operating activities.
As of MarchJune 31,30, 2026, we had marketable securities
held in the Trust Account of $149,211,344$150,532,077 (including approximately $5,101,969$6,422,702 of interest income) consisting of money market funds invested
in U.S. treasury securities. 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 MarchJune 31,30, 2026, we had operating cash and cash equivalents of $84,207.
$43,642 and a working capital deficit of $137,626. 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.
As of March 31, 2026, we had operating cash and
cash equivalents of $84,207 and a working capital surplus of $114,632. 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 connection with our Management’s assessment
of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of MarchJune 31,30, 2026, the Companywe may need
to raise additional capital through loans or additional investments from theour New Sponsor, shareholders, officers, directors, or third
parties. Our officers, directors and New Sponsor may, but are not obligated to, loan fundsus to 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’sour working capital needs. Accordingly,
the Companywe may not be able to obtain additional financing. If thewe Company isare unable to raise additional capital, itwe may be required to
take additional measures to conserve liquidity, which could include, but would not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. The CompanyWe cannot provide any assurance that new financing will
be available to it on commercially acceptable terms, if at all. The Company’sOur liquidity condition raises substantial doubt about
the Company’sour ability to continue as a going concern for a period of timetime, which is considered to be the earlier of, the liquidation date of August 8, 2027 or within one year after the date that the accompanying unaudited
condensed financial statements are issued. Management plans to address this uncertainty through a Business Combination.
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.
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure
requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary
shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary
share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.
Diluted net income (loss) per share attributable to ordinary shareholders adjusts the basic net income (loss) per share attributable
to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.
However, because the warrants are anti-dilutive, they have been excluded from the calculation of diluted income (loss) per ordinary share
for the periods presented.
CCAQ 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 CCAQ (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 800,000 | $8.0M | 0.01% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 598,000 | $6.2M | 0.0% | No change |
| Two Sigma Investments | 2026-06-30 | 453,124 | $4.7M | 0.0% | No change |
| Two Sigma Investments | 2026-06-30 | 398,750 | $3.9M | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 11,240 | $117.2K | 0.0% | Reduced 82% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 10,921 | $109.8K | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 216,825 | $91.1K | 0.0% | No change |