PFIC statement from Cohen Circle II (NASDAQ: CCII) details 2025 earnings

Rhea-AI Filing Summary

Cohen Circle Acquisition Corp. II reported that it may be treated as a passive foreign investment company (PFIC) for U.S. tax purposes and has issued its PFIC Annual Statement for fiscal year 2025 to Class A shareholders.

The statement supports an optional Qualified Electing Fund (QEF) election that each shareholder must make individually, if desired. For 2025, the PFIC table shows ordinary earnings of US$ 0.0010790114 and no net capital gains, cash distributions, or property distributions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2026

COHEN CIRCLE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42746		98-1852032
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 200 Philadelphia, PA		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (267) 703-4396

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))

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. ☐

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 warrant		CCIIU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		CCII		The Nasdaq Stock Market LLC
Warrant, each right entitling the holder to receive one fourth (1/4) of a Class A ordinary share		CCIIW		The Nasdaq Stock Market LLC

Item 8.01. Other Events.

On February 24, 2026, Cohen Circle Acquisition Corp. II made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2025, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Cohen Circle Acquisition Corp. II PFIC Annual Statement – Class A
104		Cover Page Interactive Data File (embedded within 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.

Dated: February 24, 2026	COHEN CIRCLE ACQUISITION CORP. II
	By:	/s/ R. Maxwell Smeal
	Name:	R. Maxwell Smeal
	Title:	Chief Financial Officer

2

Exhibit 99.1

Cohen Circle Acquisition Corp. II

PFIC Annual Statement

Entity Name: Cohen Circle Acquisition Corp. II

Cohen Circle Acquisition Corp. II (the “Company”) may be considered a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The following information is provided to allow a shareholder of the Company (a “Shareholder”) to make an election under Section 1295 of the Internal Revenue Code to treat the Company as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes. The QEF Election is optional and can only be made by the Shareholder. The Company is unable to make this election on behalf of the Shareholder. Please note that a QEF Election may not be recognized for state income tax purposes in some states. The PFIC rules are complex. Please consult with your personal tax advisor to determine whether or not it is advisable for you to make a QEF Election with respect to your investment in the Company.

(1) This PFIC Annual Information statement applies to the tax period of the Company:

Beginning         1/1/2025 Ending         12/31/2025

(2) The Shareholder’s per-unit, per-day information for the Company’s taxable period specified in paragraph (1) is provided in the below chart. We recommend that all U.S. taxpayers consult a tax advisor concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements.

Fund Name (and name of any underlying funds if applicable)		Ticker		Ordinary Earnings (US$)		Net Capital Gains (US$)
Cohen Circle Acquisition Corp. II		CCII		0.0010790114		NONE

(3) The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the Shareholder during the Company’s taxable period specified in paragraph (1) is as follows:

	Cash:	NONE
	Fair Market Value of Property:	NONE

(4) The Company will permit the Shareholder to inspect and copy the Company’s permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts and the Shareholder’s pro rata share thereof.

				Cohen Circle Acquisition Corp. II
Date:	February 24, 2026			By:	/s/ R. Maxwell Smeal
				Title:	Chief Financial Officer

Additional Information

The following additional information is supplied to enable the Shareholder to complete IRS Form 8621:

(Please note: a Shareholder may have additional filing disclosures including, but not limited to, Forms 926, 5471, and/or 8938 as a result of the Shareholder’s investment in the Company. Please consult your tax advisor.)

Address of the PFIC:	2929 Arch Street, Suite 1703 Philadelphia, PA 19104
Taxpayer Identification Number:	98-1852032
Country of Incorporation:	Cayman Islands
Date of Incorporation:	12/4/2024

FAQ

What did Cohen Circle Acquisition Corp. II (CCII) disclose in this 8-K?

Cohen Circle Acquisition Corp. II disclosed that it issued its 2025 PFIC Annual Statement for Class A shareholders. The filing confirms potential PFIC status and provides data needed for investors to consider a Qualified Electing Fund (QEF) election for U.S. tax purposes.

What does the PFIC Annual Statement for CCII’s 2025 tax year show?

The PFIC Annual Statement for Cohen Circle Acquisition Corp. II shows ordinary earnings of US$ 0.0010790114 and no net capital gains. It also reports no cash or property distributions for 2025, giving shareholders a basis for any PFIC-related U.S. tax elections they may choose.

Can CCII make a QEF election on behalf of its shareholders?

Cohen Circle Acquisition Corp. II cannot make a Qualified Electing Fund (QEF) election for shareholders. The statement explains that a QEF election under Section 1295 is optional and must be made individually by each shareholder, often after consulting a personal tax advisor.

Why is Cohen Circle Acquisition Corp. II (CCII) considered a PFIC?

The document states Cohen Circle Acquisition Corp. II may be treated as a passive foreign investment company for U.S. federal income tax purposes. As a Cayman Islands corporation with passive characteristics, it provides PFIC information so U.S. shareholders can comply with special PFIC tax reporting rules.

What information does CCII provide to help complete IRS Form 8621?

Cohen Circle Acquisition Corp. II provides its address, taxpayer identification number, country of incorporation, and incorporation date. Together with the PFIC earnings data, this information helps U.S. shareholders accurately complete IRS Form 8621 when making or maintaining PFIC-related elections.

Did CCII report any net capital gains or distributions for 2025?

For 2025, Cohen Circle Acquisition Corp. II reported no net capital gains, no cash distributions, and no property distributions. The PFIC table lists net capital gains as “NONE,” with both cash and fair market value of property distributions also shown as “NONE” for the period.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 COHEN CIRCLE ACQUISITION CORP. II PFIC ANNUAL STATEMENT - CLASS A 19.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.9 KB
• EX-101 XBRL PRESENTATION FILE 25.2 KB