Cohen Circle Acquisition Corp II Unit(CCIIU) - 2025 Q2 - Quarterly Report

Part I. Financial Information 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 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) 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] Note 1. Description of Organization and Business Operations 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][27] - 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][33] - The company has 24 months from the IPO closing to complete a Business Combination, with a possible 3-month extension[38] Note 2. Significant Accounting Policies 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] - The company is an "emerging growth company" and has elected to use the extended transition period for new accounting standards[50][51] - 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] Note 5. Related Party Transactions 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][73] - The company borrowed $136,753 under a non-interest bearing promissory note from the Sponsor, which was fully repaid on July 2, 2025[76][77] - 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][75] Note 9. Subsequent Events 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] - The outstanding balance of $136,753 on the promissory note to the Sponsor was fully repaid on July 2, 2025[107] Management's Discussion and Analysis of Financial Condition and Results of Operations 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 The company, pre-operational since inception, incurred net losses of $34,148 and $39,568 for the three and six months ended June 30, 2025, respectively, from administrative costs - The company is pre-operational and has not generated any revenues to date[112] Net Loss Summary | Period | Net Loss ($) | | :--- | :--- | | Three months ended June 30, 2025 | $34,148 | | Six months ended June 30, 2025 | $39,568 | Liquidity and Capital Resources 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] - $253 million of the proceeds were placed in a trust account to be used for a future business combination[116] - 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] Contractual Obligations 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] - The company is obligated to pay its sponsor $30,000 per month for office space, utilities, and support services[122] - An agreement is in place to pay the Chief Financial Officer up to $12,500 per month for his services[122] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] - No material changes to the company's internal control over financial reporting occurred during the fiscal quarter[129] Part II. Other Information This section covers legal proceedings, risk factors, unregistered equity sales, use of proceeds, and exhibits related to the company's operations Legal Proceedings 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] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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][136] Exhibits 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] Signatures This section contains the required certifications and signatures for the Form 10-Q filing