How many shares does the sponsor hold in Collective Acquisition Corp. II (CAIIU)?

Collective Acquisition Sponsor II LLC holds 8,433,333 Class B ordinary shares. These shares are often called founder or sponsor shares and represent a significant pre-IPO stake that will convert into Class A ordinary shares at the business combination.

Did Collective Acquisition Sponsor II LLC buy or sell CAIIU shares in this Form 3?

The Form 3 does not report a new purchase or sale; it records existing holdings. It discloses the sponsor’s 8,433,333 Class B ordinary shares as of the registration, establishing ownership rather than describing market transactions.

Collective Acquisition II (NYSE: CAIIU) sponsor reports 8.43M Class B shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Collective Acquisition Sponsor II LLC reported its initial ownership of 8,433,333 Class B ordinary shares of Collective Acquisition Corp. II. These Class B shares will automatically convert into Class A shares on a one-for-one basis at the time of the company’s initial business combination. The holdings include up to 1,100,000 founder shares that may be surrendered for no consideration depending on how much of the underwriters’ over-allotment option is exercised.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Collective Acquisition Sponsor II LLC

Role null

Type	Security	Shares	Price	Value
holding	Class B ordinary shares, par value $0.0001 per share	--	--	--

Holdings After Transaction: Class B ordinary shares, par value $0.0001 per share — 8,433,333 shares (Direct, null)

Footnotes (1)

As described in the Issuer's registration statement on Form S-1 (No. 333-294701), the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. These shares represent the shares of Class B ordinary shares held directly by Collective Acquisition Sponsor II (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer. The shares of Class B ordinary shares owned by the Sponsor includes up to 1,100,000 founder shares that will be surrendered for no consideration depending on the extent to which the underwriters' over-allotment option is exercised.

Key Figures

Sponsor Class B holdings: 8,433,333 shares Founder shares subject to surrender: 1,100,000 shares Conversion ratio: 1-for-1 +1 more

4 metrics

Sponsor Class B holdings 8,433,333 shares Class B ordinary shares held by sponsor, underlying Class A on conversion

Founder shares subject to surrender 1,100,000 shares Class B founder shares that may be surrendered for no consideration

Conversion ratio 1-for-1 Automatic conversion of Class B into Class A at initial business combination

Exercise price $0.0000 per share Exercise/conversion price stated for Class B into Class A structure

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, founder shares, +2 more

6 terms

Class B ordinary shares financial

"the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

initial business combination financial

"will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

founder shares financial

"includes up to 1,100,000 founder shares that will be surrendered for no consideration"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

over-allotment option financial

"will be surrendered for no consideration depending on the extent to which the underwriters' over-allotment option is exercised"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

subscription agreement financial

"acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Understanding Insider Trading Forms →

04/30/2026 - 09:58 PM

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Collective Acquisition Sponsor II LLC

(Last)

(First)

(Middle)

C/O COLLECTIVE ACQUISITION CORP. II

1000 BRICKELL AVENUE STE 715 PMB 5110

(Street)

MIAMI

FLORIDA

33131

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2026

3. Issuer Name and Ticker or Trading Symbol
Collective Acquisition Corp. II [ CAII ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B ordinary shares, par value $0.0001 per share	⁽¹⁾	⁽¹⁾	Class A ordinary shares, par value $0.0001 per share	8,433,333	⁽¹⁾	D⁽²⁾

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (No. 333-294701), the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

2. These shares represent the shares of Class B ordinary shares held directly by Collective Acquisition Sponsor II (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer. The shares of Class B ordinary shares owned by the Sponsor includes up to 1,100,000 founder shares that will be surrendered for no consideration depending on the extent to which the underwriters' over-allotment option is exercised.

	/s/ Jeremy Sziklay Name: Jeremy Sziklay Title: Managing Member	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does this Form 3 for Collective Acquisition Corp. II (CAIIU) show?

The Form 3 shows Collective Acquisition Sponsor II LLC’s initial ownership of 8,433,333 Class B ordinary shares. These sponsor shares set the baseline stake before any trading and will convert to Class A shares upon the company’s initial business combination.

How will the Class B shares of Collective Acquisition Corp. II (CAIIU) convert?

The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis. This conversion happens at the time of the company’s initial business combination, aligning sponsor equity with the publicly traded share class.

What are the founder shares mentioned in the Collective Acquisition Corp. II (CAIIU) filing?

The sponsor’s position includes up to 1,100,000 founder shares. These specific Class B shares may be surrendered for no consideration depending on how much of the underwriters’ over-allotment option is exercised in the company’s offering.

What is the relationship between the Class B and Class A shares of Collective Acquisition Corp. II (CAIIU)?

Each Class B ordinary share corresponds to one Class A ordinary share upon conversion. The filing states a one-for-one automatic conversion at the initial business combination, so underlying Class A share exposure matches the number of Class B shares held.