false
0002115404
0002115404
2026-06-12
2026-06-12
0002115404
CAIIU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2026-06-12
2026-06-12
0002115404
CAIIU:ClassOrdinarySharesParValue0.0001PerShareMember
2026-06-12
2026-06-12
0002115404
CAIIU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-06-12
2026-06-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June 12, 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 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 below is incorporated into
this Item 3.02 by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report
on Form 8-K dated May 4, 2026 (the “IPO Closing 8-K”), Collective Acquisition Corp. II (the “Company”)
consummated its initial public offering (the “IPO”) of 22,000,000 units (the “Units”). Each Unit
consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for
$11.50 per share (each, a “Warrant”). The Units were sold at an offering price of $10.00 per Unit, generating gross
proceeds of $220,000,000. The Company granted Clear Street LLC, as representative of the several underwriters (collectively, the “Underwriters”),
a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any (the “Over-Allotment Option”).
As previously disclosed in the IPO Closing 8-K,
simultaneously with the closing of the IPO, the Company consummated the private placement (the “IPO Private Placement”)
with Collective Acquisition Sponsor II LLC (the “Sponsor”) of 5,837,500 warrants (the “Private Placement Warrants”),
at a price of $0.80 per Private Placement Warrant, generating gross proceeds of $4,670,000. The Private Placement Warrants were issued
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as the transaction did
not involve a public offering.
As previously disclosed in the IPO Closing 8-K,
the Company also issued in a private placement to the Underwriters 165,000 Class A Ordinary Shares upon the consummation of the IPO (the
“Representative Shares”). The Representative Shares are identical to the Class A Ordinary Shares included in the Units,
except that these securities may not be 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 from the date of the IPO except as permitted under FINRA Rule 5110(e)(2). The Underwriters have agreed not to transfer, assign
or sell any Representative Shares without the Company’s prior written consent until the completion of the Company’s initial
business combination. In addition, the Underwriters have agreed (i) to waive their conversion rights (or right to participate in any tender
offer) 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 IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity, and (iii) to waive their rights to liquidating distributions from the Company’s trust account with respect to the Representative
Shares if the Company fails to complete its initial business combination within 18 months from the closing of the IPO. 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, as
the transaction did not involve a public offering.
Subsequently, on June 11, 2026, the Underwriters
exercised the Over-Allotment Option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment
Option Units”) occurred on June 12, 2026. The aggregate issuance by the Company of 3,300,000 Over-Allotment Option Units at
a price of $10.00 per Unit resulted in additional gross proceeds of $33,000,000. On June 12, 2026, simultaneously with the sale of the
Over-Allotment Option Units, the Company consummated the private sale of an additional 412,500 Private Placement Warrants to the Sponsor
(the “Over-Allotment Private Placement Warrants”), generating gross proceeds of $330,000 (the “Over-Allotment
Private Placement,” together with the IPO Private Placement, the “Private Placements”). The Over-Allotment
Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public
offering. Simultaneously with the sale of the Over-Allotment Option Units and the Over-Allotment Private Placement Warrants, the Company
issued an additional 24,750 Representative Shares to the Underwriters on the same terms and conditions as the Representative Shares issued
in connection with the IPO. Including the Over-Allotment Option Units, the Company has now sold a total of 25,300,000 Units, generating
total gross proceeds of $253,000,000, and a total of 6,250,000 Private Placement Warrants, generating total gross proceeds of $5,000,000.
A total of $254,265,000 of the net proceeds
from the sale of the Units in the IPO (including the Over-Allotment Option Units) and the Private Placements (including the Over-Allotment
Private Placement Warrants) was deposited in the Company’s trust account established for the benefit of the Company’s public
shareholders, with Efficiency INC. acting as trustee. An unaudited pro forma balance sheet as of June 12, 2026, reflecting receipt of
the proceeds received by the Company in connection with the consummation of the IPO (including the Over-Allotment Option Units) and the
Private Placements (including the Over-Allotment Private Placement Warrants), is included in this Current Report on Form 8-K as Exhibit
99.1.
Separate Trading of Class A Ordinary Shares and Warrants
On June 17, 2026, the Company issued a press
release announcing that, commencing on June 22, 2026, the holders of the Units may elect to separately trade the Class A Ordinary Shares
and the Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will
trade. The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “CAII”
and “CAIIW,” respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol
“CAIIU.” Holders of Units will need to have their brokers contact Efficiency INC., the Company’s transfer agent,
in order to separate the Units into Class A Ordinary Shares and Warrants.
A copy of the press release is attached as
Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | |
Description |
| 99.1 | | |
Unaudited pro forma balance sheet of Collective Acquisition Corp. II as of June 12, 2026. |
| 99.2 | | |
Press release dated June 17, 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: June 17, 2026 |
|
|
Exhibit
99.1
COLLECTIVE
ACQUISITION CORP. II
PROFORMA
UNAUDITED BALANCE SHEET
| | |
April 30, 2026 | | |
Pro Forma Adjustments (Unaudited) | |
| |
As Adjusted (Unaudited) | |
| Assets | |
| | |
| |
| |
| |
| Current assets | |
| | |
| |
| |
| |
| Cash | |
$ | 1,031,745 | | |
| (82,500 | ) |
(5) | |
$ | 949,245 | |
| Prepaid expenses and insurance | |
| 155,100 | | |
| | |
| |
| 155,100 | |
| Total current assets | |
| 1,186,845 | | |
| | |
| |
| 1,104,345 | |
| Long-term prepaid insurance | |
| 77,500 | | |
| | |
| |
| 77,550 | |
| Cash held in Trust Account | |
| 221,100,000 | | |
| 33,000,000 | |
(1) | |
| 254,265,000 | |
| | |
| | | |
| 330,000 | |
(2) | |
| | |
| | |
| | | |
| (247,500 | ) |
(3) | |
| | |
| | |
| | | |
| 82,500 | |
(5) | |
| | |
| Total Assets | |
$ | 222,364,395 | | |
| 33,165,000 | |
| |
$ | 255,446,895 | |
| | |
| | | |
| | |
| |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
| | | |
| | |
| |
| | |
| Current Liabilities | |
| | | |
| | |
| |
| | |
| Accrued expenses | |
$ | 2,500 | | |
| | |
| |
$ | 2,500 | |
| Accrued offering costs | |
| 75,366 | | |
| | |
| |
| 75,366 | |
| Over-allotment option liability | |
| 173,701 | | |
| (173,701 | ) |
(6) | |
| — | |
| Total Current Liabilities | |
| 251,567 | | |
| (173,701 | ) |
| |
| 77,866 | |
| Deferred underwriting fee payable | |
| 6,600,000 | | |
| 990,000 | |
(4) | |
| 7,590,000 | |
| Total Liabilities | |
| 6,851,567 | | |
| 816,299 | |
| |
| 7,667,866 | |
| | |
| | | |
| | |
| |
| | |
| Commitments and Contingencies (Note 6) | |
| | | |
| | |
| |
| | |
| Class A Ordinary Shares subject to Possible Redemption | |
| | | |
| | |
| |
| | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 25,300,000 shares at redemption value of $10.05 per share | |
| 221,100,000 | | |
| 32,692,000 | |
(1) | |
| 254,265,000 | |
| | |
| | | |
| (245,190 | ) |
(3) | |
| | |
| | |
| | | |
| (980,760 | ) |
(4) | |
| | |
| | |
| | | |
| (239,364 | ) |
(7) | |
| | |
| | |
| | | |
| 1,938,314 | |
(8) | |
| | |
| | |
| | | |
| | |
| |
| | |
| Shareholders’ Deficit: | |
| | | |
| | |
| |
| | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
| — | | |
| | |
| |
| — | |
| Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 189,750 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) | |
| 17 | | |
| 2 | |
(6) | |
| 19 | |
| Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,433,333 shares issued and outstanding(1) | |
| 843 | | |
| | |
| |
| 843 | |
| Additional paid-in capital | |
| — | | |
| 308,000 | |
(1) | |
| — | |
| | |
| | | |
| 330,000 | |
(2) | |
| | |
| | |
| | | |
| (2,310 | ) |
(3) | |
| | |
| | |
| | | |
| (9,240 | ) |
(4) | |
| | |
| | |
| | | |
| (4,671 | ) |
(7) | |
| | |
| | |
| | | |
| 244,033 | |
(7) | |
| | |
| | |
| | | |
| (1,938,314 | ) |
(8) | |
| | |
| | |
| | | |
| 1,072,502 | |
(9) | |
| | |
| | |
| | | |
| | |
| |
| | |
| Accumulated deficit | |
| (5,588,032 | ) | |
| 173,701 | |
(6) | |
| (6,486,833 | ) |
| | |
| | | |
| (1,072,502 | ) |
(9) | |
| | |
| Total Shareholders’ Deficit | |
$ | (5,587,172 | ) | |
| (898,799 | ) |
| |
$ | (6,485,971 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 222,364,395 | | |
| 32,609,500 | |
| |
$ | 255,446,895 | |
| (1) |
Includes up to 1,100,000 Class B
ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a
result of the full exercise of the over-allotment option, 1,100,000 Founder Shares no longer subject to forfeiture. (see Note 7). |
See
Note to Pro Forma Unaudited Balance Sheet.
COLLECTIVE
ACQUISITION CORP. II
NOTES
TO PROFORMA UNAUDITED BALANCE SHEET
(Unaudited)
Note
1 - Closing of over-allotment option and additional private placement
The
accompanying unaudited proforma balance sheet presents the balance sheet of Collective Acquisition Corp. II (the “Company”)
as of April 30, 2026 adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred
on June 12, 2026, as described below.
On
April 30, 2026, the Company consummated the initial public offering (the “Initial Public Offering”) of 22,000,000 units (the
“Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”)
at $10.00 per Unit, generating gross proceeds of $220,000,000. Simultaneously with the closing of the Initial Public Offering, the Company
consummated the sale of 5,837,500 private placement warrants (the “Private Placement Warrants”) at a price of $0.80 per Private
Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds of $4,670,000. Each Unit consists
of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable warrant (the “Public Warrants”),
each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share,
subject to adjustment.
In
connection with the Initial Public Offering, the underwriters were granted 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. On June 12, 2026, the underwriters exercised their over-allotment
option in full to purchase an additional 3,300,000 Units at $10.00 per Unit, generating gross proceeds of $33,000,000. As a result of
the full exercise of the over-allotment option, 1,100,000 Founder Shares no longer subject to forfeiture.
As
of June 12, 2026, a total of $33,165,000 of the net proceeds from the Initial Public Offering (including the full over-allotment close)
and the sale of the Private Placement Warrants were placed in the trust account (the “Trust Account”).
Pro
forma adjustments to reflect the full exercise of the underwriters’ over-allotment option are as follows:
| |
|
Pro forma
entry |
|
|
|
|
|
|
|
|
| 1 |
|
Cash held in Trust Account |
|
$ |
33,000,000 |
|
|
|
|
|
| |
|
Class
A ordinary shares subject to possible redemption |
|
|
|
|
|
$ |
32,692,000 |
|
| |
|
Additional
paid-in capital |
|
|
|
|
|
|
308,000 |
|
| |
|
To
record the sale of 3,300,000 IPO over-allotment units at $10.00 per unit. |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 2 |
|
Cash held in Trust Account |
|
$ |
330,000 |
|
|
|
|
|
| |
|
Additional paid-in capital |
|
|
|
|
|
$ |
330,000 |
|
| |
|
To
record sale of 412,500 additional Private Placement Warrants to Sponsor at $0.80 per Private Placement Warrant |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 3 |
|
Class A ordinary shares
subject to possible redemption |
|
$ |
245,190 |
|
|
|
|
|
| |
|
Additional paid-in capital |
|
|
2,310 |
|
|
|
|
|
| |
|
Cash
held in Trust Account |
|
|
|
|
|
$ |
247,500 |
|
| |
|
To
record additional cash underwriting fees |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 4 |
|
Class A ordinary shares
subject to possible redemption |
|
$ |
980,760 |
|
|
|
|
|
| |
|
Additional paid-in capital |
|
|
9,240 |
|
|
|
|
|
| |
|
Deferred
underwriting fee |
|
|
|
|
|
$ |
990,000 |
|
| |
|
To
record the accrual of deferred underwriting fee on over-allotment option. |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 5 |
|
Cash held in Trust Account |
|
$ |
82,500 |
|
|
|
|
|
| |
|
Cash |
|
|
|
|
|
$ |
82,500 |
|
| |
|
To
record additional funding into the Trust Account |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 6 |
|
Over-allotment option
liability |
|
$ |
173,701 |
|
|
|
|
|
| |
|
Accumulated
deficit |
|
|
|
|
|
$ |
173,701 |
|
| |
|
To
close OA option liability for the exercised over-allotment option of 3,300,000 units |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 7 |
|
Class A ordinary shares
subject to possible redemption |
|
$ |
239,364 |
|
|
|
|
|
| |
|
Additional paid-in capital |
|
|
4,671 |
|
|
|
|
|
| |
|
Class
A ordinary shares |
|
|
|
|
|
$ |
2 |
|
| |
|
Additional
paid-in capital |
|
|
|
|
|
|
244,033 |
|
| |
|
To
record fair value of additional representative shares issued at IPO due to full exercise of OA option units |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 8 |
|
Additional paid-in capital |
|
$ |
1,938,314 |
|
|
|
|
|
| |
|
Class
A ordinary shares subject to possible redemption |
|
|
|
|
|
$ |
1,938,314 |
|
| |
|
Record
accretion of ordinary shares subject to redemption an amount of $10.05 per share. |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| 9 |
|
Accumulated deficit |
|
$ |
1,072,502 |
|
|
|
|
|
| |
|
Additional
paid-in capital |
|
|
|
|
|
$ |
1,072,502 |
|
| |
|
Reclassify
negative additional paid in capital to accumulated deficit. |
|
|
|
|
|
|
|
|
Exhibit 99.2
Collective Acquisition Corp. II Announces
the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing June 22, 2026
Miami, FL, June 17, 2026 (GLOBE NEWSWIRE) -- Collective Acquisition Corp. II (Nasdaq: CAIIU) (the “Company”) announced today that, commencing June 22,
2026, holders of the units issued in the Company’s initial public offering (the “Units”), each consisting of
one Class A ordinary share of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant of
the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one
Class A Ordinary Share at an exercise price of $11.50 per share, may elect to separately trade the Class A Ordinary Shares and Warrants
included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Class
A Ordinary Shares and Warrants will trade on the Nasdaq Global Market under the symbols “CAII” and “CAIIW,” respectively.
Units not separated will continue to trade on the Nasdaq Global Market under the symbol “CAIIU.”
Clear Street LLC acted as sole book-running manager for the offering.
This press release shall not constitute an
offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Collective Acquisition Corp. II
Collective Acquisition Corp. II 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.
FORWARD-LOOKING STATEMENTS
This press release may include, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph. 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. 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
