☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Commission file number: 001-42726 For the quarter ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COHEN CIRCLE ACQUISITION CORP. II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1852032 (State or other jurisdiction of incorporation or ...

Company Overview - Cohen Circle Acquisition Corp. II (NASDAQ: CCIIU) is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [1] - The company may pursue acquisition opportunities in any business or industry, focusing primarily on the financial services technology (fintech) sector and adjacent sectors that drive transformation and innovation [1] Trading Information - Starting August 22, 2025, holders of units sold in the initial public offering can separately trade the Company's Class A ordinary shares and warrants [1] - The Class A ordinary shares will trade under the symbol "CCII," and the warrants will trade under the symbol "CCIIW" on the Nasdaq Global Market [1] - Units that are not separated will continue to trade under the symbol "CCIIU" [1] Management Team - The management team is led by Betsy Z. Cohen (Chief Executive Officer), Daniel G. Cohen (Chairman of the Board of Directors), and Amanda J. Abrams (Vice-Chairman of the Board of Directors) [1]

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents the interim financial statements, management's discussion, market risk disclosures, and controls for the pre-operational blank check company [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) The interim financial statements for the period ended June 30, 2025, reflect organizational activities and a net loss, prior to the company's IPO on July 2, 2025 [Condensed Financial Statements (Overview)](index=4&type=section&id=Condensed%20Financial%20Statements) For the six months ended June 30, 2025, the company reported a net loss of $39,568, a shareholders' deficit, and a working capital deficit, with no cash on hand Condensed Balance Sheet Summary (Unaudited) | Account | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Total Assets** | **$391,998** | **$28,478** | | Total Current Liabilities | $422,390 | $19,302 | | **Total Liabilities** | **$422,390** | **$19,302** | | **Total Shareholders' (Deficit) Equity** | **($30,392)** | **$9,176** | Condensed Statement of Operations (Unaudited) | Metric | Three Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2025 ($) | | :--- | :--- | :--- | | General and administrative costs | $34,148 | $39,568 | | **Net loss** | **($34,148)** | **($39,568)** | | Basic and diluted net loss per Class B share | ($0.00) | ($0.01) | - For the six months ended June 30, 2025, the company had no cash flow from operating activities, as general and administrative costs were paid through a related-party promissory note[23](index=23&type=chunk) [Note 1. Description of Organization and Business Operations](index=8&type=section&id=Note%201.%20Description%20of%20Organization%20and%20Business%20Operations) Cohen Circle Acquisition Corp. II, a blank check company, completed its IPO on July 2, 2025, raising $253 million for a future business combination within 24 months - The company was formed to effect a business combination and is not limited to a particular industry[26](index=26&type=chunk)[27](index=27&type=chunk) - The IPO of **25.3 million units** at **$10.00 per unit** was consummated on July 2, 2025, generating **$253 million** in gross proceeds placed in a trust account[29](index=29&type=chunk)[33](index=33&type=chunk) - The company has **24 months** from the IPO closing to complete a Business Combination, with a possible **3-month extension**[38](index=38&type=chunk) [Note 2. Significant Accounting Policies](index=11&type=section&id=Note%202.%20Significant%20Accounting%20Policies) The company, an emerging growth company, had a working capital deficit of $407,390 as of June 30, 2025, with post-IPO funds expected to cover future liquidity needs - As of June 30, 2025, the company had **no cash** and a working capital deficit of **$407,390**, with liquidity needs met by a promissory note from its sponsor[45](index=45&type=chunk) - The company is an "emerging growth company" and has elected to use the extended transition period for new accounting standards[50](index=50&type=chunk)[51](index=51&type=chunk) - Management concluded that post-IPO funds are sufficient to finance working capital needs for at least one year from the report's issuance date[48](index=48&type=chunk) [Note 5. Related Party Transactions](index=17&type=section&id=Note%205.%20Related%20Party%20Transactions) The company engaged in several related party transactions with its sponsor, including founder shares, a promissory note, and administrative support agreements - The Sponsor holds **8,673,333 Class B Founder Shares**, subject to a one-year lock-up period after the business combination[72](index=72&type=chunk)[73](index=73&type=chunk) - The company borrowed **$136,753** under a non-interest bearing promissory note from the Sponsor, which was fully repaid on July 2, 2025[76](index=76&type=chunk)[77](index=77&type=chunk) - An agreement was made to pay the Sponsor **$30,000 per month** for administrative services and the CFO up to **$12,500 per month**, commencing June 30, 2025[74](index=74&type=chunk)[75](index=75&type=chunk) [Note 9. Subsequent Events](index=23&type=section&id=Note%209.%20Subsequent%20Events) Post-quarter end, on July 2, 2025, the company completed its IPO and private placement, raising **$260.2 million** and repaying the related-party promissory note Post-Quarter End Capital Raising Events (July 2, 2025) | Event | Units Sold | Price Per Unit ($) | Gross Proceeds ($) | | :--- | :--- | :--- | :--- | | Initial Public Offering (IPO) | 25,300,000 | $10.00 | $253,000,000 | | Private Placement | 720,000 | $10.00 | $7,200,000 | | **Total** | **26,020,000** | | **$260,200,000** | - On July 2, 2025, the company paid a cash underwriting discount of **$4.4 million** and recognized a deferred fee of **$10.78 million**[106](index=106&type=chunk) - The outstanding balance of **$136,753** on the promissory note to the Sponsor was fully repaid on July 2, 2025[107](index=107&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's pre-operational status, net loss of **$39,568** for the first six months of 2025, and post-IPO capital resources [Results of Operations](index=24&type=section&id=Results%20of%20Operations) The company, pre-operational since inception, incurred net losses of **$34,148** and **$39,568** for the three and six months ended June 30, 2025, respectively, from administrative costs - The company is pre-operational and has not generated any revenues to date[112](index=112&type=chunk) Net Loss Summary | Period | Net Loss ($) | | :--- | :--- | | Three months ended June 30, 2025 | $34,148 | | Six months ended June 30, 2025 | $39,568 | [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) Post-IPO, the company raised **$260.2 million** from its IPO and private placement, with **$253 million** placed in a trust account for a future business combination - On July 2, 2025, the company raised gross proceeds of **$253 million** from its IPO and **$7.2 million** from a private placement[115](index=115&type=chunk) - **$253 million** of the proceeds were placed in a trust account to be used for a future business combination[116](index=116&type=chunk) - Total transaction costs for the offering amounted to **$15,752,775**, including **$4.4 million** in cash underwriting fees and **$10.78 million** in deferred fees[116](index=116&type=chunk) [Contractual Obligations](index=25&type=section&id=Contractual%20Obligations) The company's primary contractual obligations include a **$10.78 million** deferred underwriting commission and monthly administrative fees to its sponsor and CFO - The company has a deferred underwriting fee of **$10.78 million** payable to Clear Street upon completion of a business combination[123](index=123&type=chunk) - The company is obligated to pay its sponsor **$30,000 per month** for office space, utilities, and support services[122](index=122&type=chunk) - An agreement is in place to pay the Chief Financial Officer up to **$12,500 per month** for his services[122](index=122&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Cohen Circle Acquisition Corp. II is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide disclosures about market risk[125](index=125&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls during the quarter - The company's Certifying Officers concluded that disclosure controls and procedures were effective as of June 30, 2025[127](index=127&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the fiscal quarter[129](index=129&type=chunk) [Part II. Other Information](index=27&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, unregistered equity sales, use of proceeds, and exhibits related to the company's operations [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) There is no material litigation currently pending or contemplated against the company, its officers, or directors - To the knowledge of management, there is no material litigation pending or contemplated against the company[131](index=131&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's final prospectus for its Initial Public Offering - No material changes have occurred to the risk factors disclosed in the company's final IPO prospectus[132](index=132&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On July 2, 2025, the company completed a private placement of **720,000 Placement Units** for **$7.2 million**, with proceeds allocated to a trust account and operating cash - On July 2, 2025, the company sold **720,000 Placement Units** in a private placement, generating gross proceeds of **$7.2 million**[134](index=134&type=chunk) - Following the IPO and private placement, **$253 million** was placed in a trust account, and **$2,172,744** was available in the company's cash operating account as of July 2, 2025[135](index=135&type=chunk)[136](index=136&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists all key agreements and certifications filed as exhibits to the Form 10-Q, including the Underwriting Agreement and Warrant Agreement - Key agreements filed as exhibits include the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Warrant Agreement, and Registration Rights Agreement[141](index=141&type=chunk) [Signatures](index=30&type=section&id=Part%20III.%20Signatures) This section contains the required certifications and signatures for the Form 10-Q filing