STOCK TITAN

Collective Acquisition (NASDAQ: CCAQ) swaps 3.5M Class B for Class A

(High)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

COLLECTIVE ACQUISITION CORP. (CCAQ) disclosed that on August 13, 2026 it issued 3,500,000 Class A ordinary shares to Collective Acquisition Sponsor LLC through the conversion of an equal number of Class B ordinary shares held by the sponsor. No consideration was paid for this conversion, and the new Class A shares carry the same transfer restrictions, waiver of redemption rights, and obligation to vote in favor of a Business Combination that previously applied to the Class B shares. After the conversion, 5,119,501 Class A ordinary shares and 2,250,000 Class B ordinary shares are issued and outstanding. The newly issued Class A shares were not registered under the Securities Act of 1933, with the company relying on the Section 3(a)(9) exemption.

Positive

  • None.

Negative

  • None.

Filing Explained

The completed August 13, 2026 conversion changed 3,500,000 Class B shares into the same number of Class A shares; its disclosed mechanics point to a class reclassification rather than an increase in total shares or dilution for existing holders.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Class A shares issued in conversion 3,500,000 shares Class A ordinary shares issued to the sponsor upon conversion of an equal number of Class B shares on August 13, 2026
Class A shares outstanding after conversion 5,119,501 shares Class A ordinary shares issued and outstanding following the August 13, 2026 conversion
Class B shares outstanding after conversion 2,250,000 shares Class B ordinary shares issued and outstanding following the August 13, 2026 conversion
Class A par value $0.0001 per share Par value of CCAQ Class A ordinary shares as stated in the securities description
Warrant exercise price $11.50 per share Each whole warrant exercisable for one Class A ordinary share at this exercise price
Business Combination financial
"the obligation to vote in favor of a Business Combination as described"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Section 3(a)(9) regulatory
"in reliance on the exemption from registration provided by Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
redeemable warrant financial
"three-quarters of one redeemable warrant"
A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.
par value financial
"Class A ordinary shares, par value $0.0001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

What equity transaction did CCAQ report on August 13, 2026?

CCAQ reported issuing 3,500,000 Class A ordinary shares to its sponsor by converting an equal number of Class B ordinary shares. This internal conversion changed the share classes held by the sponsor but did not involve any cash consideration.

How many CCAQ Class A and Class B shares are outstanding after the conversion?

After the conversion, CCAQ has 5,119,501 Class A ordinary shares and 2,250,000 Class B ordinary shares issued and outstanding. These figures reflect the sponsor’s conversion of 3,500,000 Class B shares into Class A shares.

Did CCAQ receive any cash proceeds from the August 2026 share conversion?

No, CCAQ received no cash consideration for the August 13, 2026 conversion. The sponsor’s 3,500,000 Class B ordinary shares were simply converted into an equal number of Class A ordinary shares without payment.

Are the newly issued CCAQ Class A shares freely tradable after conversion?

The new Class A shares remain subject to the same restrictions as the prior Class B shares, including transfer limitations, waiver of redemption rights, and a requirement to vote in favor of a Business Combination, as described in CCAQ’s May 8, 2025 prospectus.

Under what exemption were CCAQ’s new Class A shares issued without registration?

CCAQ issued the 3,500,000 new Class A ordinary shares in reliance on the Section 3(a)(9) exemption under the Securities Act of 1933, which allows exchanges of securities by an issuer without registering them with the SEC.

What are the key listed securities and warrant terms for CCAQ?

CCAQ lists units (CCAQU), Class A shares (CCAQ), and warrants (CCAQW) on Nasdaq. Each whole warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, as disclosed in the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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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 13, 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 3.02 Unregistered Sales of Equity Securities.

 

On August 13, 2026, Collective Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued an aggregate of 3,500,000 Class A Ordinary Shares to Collective Acquisition Sponsor LLC (the “Sponsor”), upon the conversion (the “Conversion”) of an equal number of Class B Ordinary Shares held by the Sponsor. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion, including certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination as described in the final prospectus filed with the Securities and Exchange Commission by the Company on May 8, 2025, in connection with the Company’s initial public offering. No consideration was paid in connection with the Conversion. Following the Conversion, there are 5,119,501 Class A Ordinary Shares issued and outstanding and 2,250,000 Class B Ordinary Shares issued and outstanding.

 

The Class A Ordinary Shares issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
   
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

1

 

 

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 18, 2026  

 

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Filing Exhibits & Attachments

4 documents