Lighthouse Investment Partners and related funds reported a significant minority stake in Cohen Circle Acquisition Corp. II. As of December 31, 2025, Lighthouse, North Rock and several Cayman Islands segregated portfolios together beneficially owned 1,354,079 common shares, representing 5.35% of the company.
The group reports no sole voting or dispositive power, but shared power to vote and dispose of all 1,354,079 shares. Lighthouse acts as investment manager or platform services provider to the underlying portfolios and may be deemed to control them. The holders certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Cohen Circle Acquisition Corp. II.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cohen Circle Acquisition Corp. II
(Name of Issuer)
par value $0.0001 per share
(Title of Class of Securities)
G2254C121
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
Lighthouse Investment Partners, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,354,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,354,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,354,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.35 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,354,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,354,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,354,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.35 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,354,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,354,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,354,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.35 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,354,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,354,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,354,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.35 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
Shaolin Capital Partners SP, a segregated portfolio of PW MAP SPC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,354,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,354,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,354,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.35 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
Eagle Harbor Multi-Strategy Master Fund Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,354,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,354,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,354,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.35 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
North Rock Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,354,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,354,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,354,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.35 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
NR1 SP, a segregated portfolio of North Rock SPC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,354,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,354,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,354,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.35 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cohen Circle Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
2929 Arch Street, Suite 1703, Philadelphia, PA 19104
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
1. Lighthouse Investment Partners, LLC ("Lighthouse")
2. MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC ("MAP 136")
3. MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC ("MAP 214")
4. MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC ("MAP 204")
5. Eagle Harbor Multi-Strategy Master Fund Limited ("Eagle Harbor")
6. Shaolin Capital Partners SP, a segregated portfolio of PW MAP SPC ("Shaolin")
7. NR1 SP, a segregated portfolio of North Rock SPC ("NR1 SP")
8. North Rock Capital Management, LLC ("North Rock")
This Statement relates to the Issuer's shares of common stock ("Shares") directly beneficially owned by MAP 136, MAP 204, MAP 214, Shaolin, and Eagle Harbor. Lighthouse serves as the investment manager of MAP 136, MAP 204 and MAP 214. Lighthouse serves as the platform services provider for Shaolin and Eagle Harbor. North Rock, a wholly owned affiliate and relying adviser of Lighthouse, serves as the investment manager for NR1 SP. Because Lighthouse may be deemed to control MAP 136, MAP 204, MAP 214, Shaolin, Eagle Harbor, and NRI SP, Lighthouse may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Issuer's Shares reported herein.
(b)
Address or principal business office or, if none, residence:
Lighthouse and North Rock: 3801 PGA Boulevard, Suite 604, Palm Beach Gardens, FL 33410
MAP 136, MAP 204, & MAP 214: c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands
Shaolin & Eagle Harbor: Ugland House, 121 South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands
NR1 SP: c/o Maples, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands
(c)
Citizenship:
Lighthouse and North Rock are both Delaware limited liability companies. MAP 136, MAP 204, and MAP 214 are all segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company. Shaolin is a segregated portfolio of PW MAP SPC, a Cayman Islands segregated portfolio company. NR1 SP is a segregated portfolio of North Rock SPC, a Cayman Islands segregated portfolio company.Eagle Harbor is a Cayman Islands exempt company.
(d)
Title of class of securities:
par value $0.0001 per share
(e)
CUSIP No.:
G2254C121
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, Lighthouse, MAP 136, MAP 204, MAP 214, North Rock, NR1 SP Shaolin, and Eagle Harbor may be deemed the beneficial owners of 1,354,079 Shares.
(b)
Percent of class:
As of December 31, 2025, Lighthouse, MAP 136, MAP 204, MAP 214, North Rock, NR1 SP Shaolin, and Eagle Harbor may be deemed the beneficial owners 5.35% of Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,354,079
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,354,079
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Lighthouse Investment Partners, LLC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Vice President
Date:
02/17/2026
MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Director
Date:
02/17/2026
MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Director
Date:
02/17/2026
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Director
Date:
02/17/2026
Shaolin Capital Partners SP, a segregated portfolio of PW MAP SPC
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Vice President of Platform Service Provider
Date:
02/17/2026
Eagle Harbor Multi-Strategy Master Fund Limited
Signature:
Robert P. Swan
Name/Title:
Robert P. Swan, Vice President of Platform Service Provider
