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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 28, 2026
Collective
Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43255 |
|
98-1924367 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1000
Brickell Avenue
Ste
715 PMB 5110
Miami,
Florida 33131
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (561) 489-2062
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
CAIIU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
CAII |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
CAIIW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01.
Entry into a Material Definitive Agreement.
On
April 28, 2026, the registration statement on Form S-1 (File No. 333-294701) relating to the initial public offering (the “Offering”)
of Collective Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) was declared effective by the
U.S. Securities and Exchange Commission (the “Registration Statement”). On April 30, 2026, the Company consummated
its Offering, which consisted of 22,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $220,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share
(the “Class A Ordinary Shares”), of the Company, and one-half of one redeemable warrant (each, a “Warrant”)
of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The
Company has granted the underwriters a 45-day option to purchase up to 3,300,000 additional units at the initial public offering price,
less underwriting discounts and commissions, to cover any over-allotments.
In
connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to
the Company’s Registration Statement for the Offering, originally filed with the U.S. Securities and Exchange Commission on March
27, 2026, as amended:
| |
● |
An
Underwriting Agreement, dated April 28, 2026, by and between the Company and Clear Street LLC, as representative of the underwriter
(the “Underwriters”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A
Warrant Agreement, dated April 28, 2026, by and between the Company and Efficiency INC., as warrant agent, a copy of which is attached
as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A
Letter Agreement, dated April 28, 2026, by and among the Company, Collective Acquisition Sponsor II LLC (the “Sponsor”),
and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein
by reference. |
| |
|
|
| |
● |
An
Investment Management Trust Agreement, dated April 28, 2026, by and between the Company and Efficiency INC., as trustee, a copy of
which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A
Registration Rights Agreement, dated April 28, 2026, by and between the Company, the Sponsor and the Underwriter, a copy of which
is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A
Private Placement Warrants Purchase Agreement, dated April 28, 2026 (the “Private Placement Warrants Purchase Agreement”),
by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
An
Indemnity Agreement, dated April 28, 2026, by and between the Company and each director and executive officer of the Company, a copy
of the form of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
An
Administrative Services Agreement, dated April 28, 2026, between the Company and the Sponsor, a copy of which is attached as Exhibit
10.6 hereto and incorporated by reference. |
Item 3.02.
Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale
of an aggregate of 5,837,500 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $0.80
per Private Placement Warrant, generating gross proceeds to the Company of $4,670,000. The Private Placement Warrants are identical to
the Warrants sold in the Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The
Company also issued in a private placement to the Underwriters 165,000 Class A Ordinary Shares upon the consummation of the Offering
(the “Representative Shares”). The Representative Shares are identical to the Class A Ordinary Shares included in
the Units, except that these securities cannot be sold, transferred, assigned, pledged or hypothecated or 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 from the date of the Offering except as permitted under FINRA Rule 5110(e)(2). The Underwriters have agreed not to transfer,
assign or sell any Representative Shares until the completion of the Company’s initial business combination. In addition, the Underwriter
has agreed to (i) to waive their redemption rights with respect to the Representative Shares in connection with the completion of the
initial Business Combination (ii) to waive their redemption rights with respect to the Representative Shares 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 redeem 100% of the public shares if the Company does not complete its initial business
combination within 18 months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the Trust Account
with respect to the Representative Shares if the Company fails to complete the initial Business Combination within 18 months from the
closing of the Offering. The issuance of the Representative Shares was made in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 28, 2026, in connection
with the Offering, Daniel Hoffman, Matthew Burns, James Shekerdemian and Francis Beaudette (the “New Directors”) were
appointed to the board of directors of the Company (the “Board”) and Samuel Sayegh was appointed as Chairman of the
Company’s Board. Effective April 28, 2026, each of Mr. Burns, Mr. Beaudette and Mr. Shekerdemian was appointed to the audit committee
of the Board (the “Audit Committee”) with Mr. Shekerdemian serving as chair of the Audit Committee. Mr. Shekerdemian
also qualifies as an “audit committee financial expert,” as defined in applicable rules of the U.S. Securities and Exchange
Commission. Each of Mr. Burns, Mr. Beaudette and Mr. Shekerdemian was appointed to the compensation committee of the Board (the “Compensation
Committee”), with Mr. Shekerdemian serving as chair of the Compensation Committee.
On
April 28, 2026, the Company entered into indemnity agreements with each of Mr. Hoffman, the Company’s Chief Executive Officer,
Mr. Sayegh, the Company’s Chief Financial Officer, Mr. Burns, Mr. Shekerdemian and Mr. Beaudette, that require the Company to indemnify
each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against
them as to which they could be indemnified. On April 28, 2026, each of the officers and the members of the Board entered into a letter
agreement with the Sponsor and the Company, which governs certain obligations of the officers and members of the Board in respect of
the Company. The foregoing summaries of the indemnity agreements and the letter agreement do not purport to be complete and are subject
to, and qualified in their entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.5, and the letter
agreement, which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03.
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
April 28, 2026, in connection with the Offering, the Company filed its amended and restated memorandum and articles of association (the
“Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which
became effective on April 28, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the
Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association
is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01.
Other Events.
The
information included in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
A
total of $221,100,000, comprised of the proceeds from the Offering and the sale of the Private Placement Warrants (which amount includes
$6,600,000 of the Underwriter’s deferred underwriting commissions), was placed in a U.S.-based trust account maintained by Efficiency
INC., acting as trustee. Except with respect to the permitted withdrawals as further described in the prospectus contained in the Registration
Statement and the interest earned on the funds in the trust account that may be released to the Company to pay its income taxes and for
winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest
of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if
it is unable to complete its initial business combination within 18 months from the closing of the Offering (as such date may be extended
by shareholder approval to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must
consummate our initial business combination, or by such earlier liquidation date as the Company’s board of directors may approve),
subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its
obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 18 months
from the closing of the Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial
business combination activity.
On
April 28, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K.
On
April 30, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2
to this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated April 28, 2026, by and between the Company and Clear Street LLC, as representative of the several underwriters. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated April 28, 2026, by and between the Company and Efficiency INC., as warrant agent. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated April 28, 2026, by and among the Company, Collective Acquisition Sponsor II LLC and each of the officers and directors of the Company. |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated April 28, 2026, by and between the Company and Efficiency INC., as trustee. |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated April 28, 2026, by and between the Company, Collective Acquisition Sponsor II LLC, and Clear Street LLC. |
| |
|
|
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated April 28, 2026, by and between the Company and Collective Acquisition Sponsor II LLC. |
| |
|
|
| 10.5 |
|
Form of Indemnity Agreement. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated April 28, 2026, by and between the Company and Collective Acquisition Sponsor II LLC. |
| |
|
|
| 99.1 |
|
Press Release, dated April 28, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated April 30, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to 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 hereunto duly authorized.
| |
COLLECTIVE
ACQUISITION CORP. II |
| |
|
|
| |
By: |
/s/
Daniel Hoffman |
| |
Name: |
Daniel
Hoffman |
| |
Title: |
Chief
Executive Officer |
| Dated:
May 1, 2026 |
|
|
Exhibit
99.1
Collective
Acquisition Corp. II Announces the Pricing of $220,000,000 Initial Public Offering
Miami,
FL, April 28, 2026 (GLOBE NEWSWIRE) -- Collective Acquisition Corp. II (the “Company”) announced today the pricing of its
initial public offering of 22,000,000 units at a price of $10.00 per unit. The units are expected to be listed on The Nasdaq Stock Market
LLC (“Nasdaq”) and begin trading tomorrow, April 29, 2026, under the ticker symbol “CAIIU.” Each unit consists
of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon
separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate trading, the Class
A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “CAII” and “CAIIW,” respectively.
The offering is expected to close on April 30, 2026, subject to customary closing conditions. The Company has granted the underwriters
a 45-day option to purchase up to an additional 3,300,000 units at the initial public offering price to cover over-allotments, if any.
The
Company is a blank check company 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 Company may pursue an acquisition opportunity
in any industry, sector or geographic region but intends to focus its search initially on businesses that provide products or services
impacting the sovereignty, security, self-sufficiency, or other national interests of the United States and/or its allies, including
in the financial, strategic resources, defense technology, or artificial intelligence sectors.
The
Company’s management team is led by Daniel Hoffman, its Chief Executive Officer, and Samuel Sayegh, its Chairman, President and
Chief Financial Officer, who are both members of the Board of Directors of the Company (the “Board”). In addition, the Board
includes Rear Admiral (Ret.) Matthew Burns, Lieutenant General (Ret.) Francis Beaudette, and James Shekerdemian.
Clear
Street LLC is acting as sole book-running manager for the offering. Reed Smith LLP is serving as legal counsel to the Company and Walkers
(Cayman) LLP is serving as Cayman Island counsel to the Company. Morgan, Lewis & Bockius LLP is serving as legal counsel to the underwriters.
The
offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Clear Street LLC,
4 World Trade Center, 150 Greenwich Street, Floor 45, New York NY 10007, or by email at ECM@clearstreet.io or by accessing the SEC’s
website, www.sec.gov.
A
registration statement relating to the Company’s securities has been filed with the U.S. Securities and Exchange Commission (the
“SEC”) and became effective on April 28, 2026. This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial
public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed
on the terms described, or at all, or that the net proceeds of the offering will be used as indicated, or that the Company will ultimately
complete a business combination transaction.
Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the
“Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public
offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor
Contacts
Collective
Acquisition Corp. II
Daniel
Hoffman, Chief Executive Officer
dan@ccmacq.com; danh@themondaygroup.net
Exhibit
99.2
Collective
Acquisition Corp. II Announces the Closing of $220 Million Initial Public Offering
Miami,
FL, April 30, 2026 (GLOBE NEWSWIRE) -- Collective Acquisition Corp. II (the “Company”) announced today the closing of its
initial public offering of 22,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $220,000,000.
The
Company’s units began trading on April 29, 2026 on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “CAIIU.”
Each unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, with each whole warrant entitling
the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate
trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “CAII” and “CAIIW,”
respectively.
The
Company has granted the underwriters a 45-day option to purchase up to 3,300,000 additional units at the initial public offering price,
less underwriting discounts and commissions, to cover any over-allotments.
The
Company is a blank check company 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 Company may pursue an acquisition opportunity
in any industry, sector or geographic region but intends to focus its search initially on businesses that provide products or services
impacting the sovereignty, security, self-sufficiency, or other national interests of the United States and/or its allies, including
in the financial, strategic resources, defense technology, or artificial intelligence sectors.
The
Company’s management team is led by Daniel Hoffman, its Chief Executive Officer, and Samuel Sayegh, its Chairman, President and
Chief Financial Officer, who are both members of the Board of Directors of the Company (the “Board”). In addition, the Board
includes Rear Admiral (Ret.) Matthew Burns, Lieutenant General (Ret.) Francis Beaudette, and James Shekerdemian.
Clear
Street LLC acted as sole book-running manager for the offering. Reed Smith LLP served as legal counsel to the Company and Walkers (Cayman)
LLP served as Cayman Islands counsel to the Company. Morgan, Lewis & Bockius LLP served as legal counsel to the underwriter.
The
offering was made only by means of a prospectus, copies of which may be obtained from: Clear Street LLC, 4 World Trade Center, 150 Greenwich
Street, Floor 45, New York NY 10007, or by email at ECM@clearstreet.io, or by accessing the SEC’s website, www.sec.gov.
A
registration statement relating to the Company’s securities was declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) on April 28, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING
STATEMENTS
This
press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated
use of the net proceeds of the offering and the Company’s search for an initial business combination. No assurance can be given
that the net proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business combination
transaction.
Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the
“Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public
offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor
Contacts
Collective
Acquisition Corp. II
Daniel
Hoffman, Chief Executive Officer
dan@ccmacq.com;
danh@themondaygroup.net
