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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):
August 4, 2026
COLLECTIVE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42607 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
12955 Biscayne Boulevard Suite 200 PMB 616
Miami, FL 33181
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (561) 489-2062
DUNE ACQUISITION CORPORATION II
(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 three-quarters of one redeemable warrant |
|
CCAQU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CCAQ |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
CCAQW |
|
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As approved by the shareholders
of Collective Acquisition Corp., a Cayman Islands exempted company (the “Company”) at the Meeting (as defined
below) on August 4, 2026, by special resolution, the Company amended the Company’s Second Amended and Restated Memorandum and Articles
of Association (the “Articles”) on August 4, 2026 in the form set forth in Annex A to the definitive proxy
statement filed with the Securities and Exchange Commission on July 8, 2026 (the “Articles Amendment”), reflecting
the extension of the date by which the Company must consummate an initial business combination from August 8, 2026 (the “Current
Termination Date”) to August 8, 2027, for a total extension of twelve (12) months after the Current Termination Date (assuming
an initial business combination has not occurred) (the “Articles Amendment Proposal”).
The foregoing
description of the Articles Amendment is a summary only and is qualified in its entirety by reference to the full text of the
Articles Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 4, 2026, the
Company held an extraordinary general meeting of the shareholders of the Company (the “Meeting”). At the
Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve, by special resolution, the
Articles Amendment Proposal, and (2) a proposal to adjourn the Meeting to a later date or dates or indefinitely, if necessary or
convenient, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
Meeting, there are not sufficient votes to approve the Articles Amendment Proposal or (ii) where the board of directors has
determined it is otherwise necessary (the “Adjournment Proposal”).
The Articles Amendment Proposal
and the Adjournment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for
each proposal are set forth below.
Proposal No. 1 - Articles Amendment Proposal
The Articles Amendment Proposal
was approved by special resolution of the Company’s shareholders, and received the following votes:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 15,841,860 |
|
1,719,170 |
|
0 |
Proposal No. 2 - Adjournment Proposal
The Adjournment Proposal was
approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 16,779,914 |
|
781,116 |
|
0 |
Item 8.01. Other Events.
In connection with the shareholders’
vote at the Meeting, holders of 12,863,312 Class A ordinary shares of the Company exercised their right to redeem such shares for a pro
rata portion of the funds held in the trust account. As a result, an estimated $135,190,109.16 (approximately $10.51 per share) will
be removed from the trust account to pay such holders and an estimated $15,887,453.01 will remain in the trust account.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 3.1 |
|
Form of Amendment to the Second Amended and Restated Memorandum and Articles of Association |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded with 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. |
| |
|
| |
By: |
/s/ Elliot Richmond |
| |
|
Name: |
Elliot Richmond |
| |
|
Title: |
Chairman and Chief Executive Officer |
| |
|
| Date: August 10, 2026 |
|