Cohen Circle Acquisition Corp. II received a Schedule 13G reporting that Linden Capital L.P. and related parties hold 1,344,511 Class A ordinary shares, representing approximately 5.2% of the 26,020,000 shares outstanding as of August 27, 2025. The filing lists four reporting persons: Linden Capital (Bermuda), Linden GP LLC (Delaware), Linden Advisors LP (Delaware) and Siu Min (Joe) Wong (U.S./Hong Kong). All four are disclosed as having shared voting and dispositive power over the 1,344,511 shares and no sole voting or dispositive power. The statement affirms the holdings are not intended to influence control of the issuer. Principal addresses for Linden entities and Mr. Wong are provided.
Positive
Clear disclosure of a >5% beneficial ownership (1,344,511 shares, ~5.2%) by Linden-related parties
Consistent Schedule 13G classification indicating passive intent rather than an active control transaction
Complete identification of reporting persons, addresses, and the chain of beneficial ownership
Negative
No sole voting or dispositive power is reported, limiting the reporting parties' unilateral influence
Concentration risk noted: a single group holds >5% of the class, which can matter to other shareholders
Insights
TL;DR: A coordinated group reports a just-above-5% stake with shared control but no sole voting power, disclosed under Schedule 13G.
This filing notifies the market of a >5% passive ownership position by Linden-related entities and an individual, which is material for shareholder concentration and disclosure transparency. The structure shows beneficial ownership routed through Linden Capital with governance and investment roles assigned to Linden GP and Linden Advisors and ultimate control linkage to Mr. Wong. The certification states the position is not intended to influence control, consistent with Schedule 13G treatment.
TL;DR: Reported holdings create disclosure obligations but reflect shared, not sole, control over the stake.
The filing clarifies relationships among the reporting persons and identifies shared voting and dispositive powers, which is important for assessing potential coordination and influence despite the absence of sole voting authority. The detailed addresses and power-of-attorney signature indicate proper procedural compliance. No changes to officer or board composition are reported.
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)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G2254C121
(CUSIP Number)
08/27/2025
(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
Linden Capital L.P.
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
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,344,511.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,344,511.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,511.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
Linden GP 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
1,344,511.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,344,511.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,511.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
Linden Advisors LP
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
1,344,511.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,344,511.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,511.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G2254C121
1
Names of Reporting Persons
Siu Min Wong
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,344,511.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,344,511.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,511.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IN, HC
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")
i) Linden Capital L.P., a Bermuda limited partnership ("Linden Capital");
ii) Linden GP LLC, a Delaware limited liability company ("Linden GP");
iii) Linden Advisors LP, a Delaware limited partnership ("Linden Advisors"); and
iv) Siu Min (Joe) Wong ("Mr. Wong").
This Statement relates to Class A ordinary shares, par value $0.0001 per share (the "Shares") of Cohen Circle Acquisition Corp. II (the "Issuer") held for the account of Linden Capital. Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital.
(b)
Address or principal business office or, if none, residence:
The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c)
Citizenship:
i) Linden Capital is a Bermuda limited partnership.
ii) Linden GP is a Delaware limited liability company.
iii) Linden Advisors is a Delaware limited partnership.
iv) Mr. Wong is a citizen of China (Hong Kong) and the United States.
(d)
Title of class of securities:
Class A ordinary shares, 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 August 27, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,344,511 Shares. This amount consists of 1,344,511 Shares held by Linden Capital. As of August 27, 2025 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,344,511 Shares held by Linden Capital.
(b)
Percent of class:
As of August 27, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 5.2% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.2% of Shares outstanding. These percentages are based on 26,020,000 shares outstanding based on disclosures by the issuer in its quarterly report on Form 10-Q filed on August 6, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
(ii) Shared power to vote or to direct the vote:
Linden Capital and Linden GP: 1,344,511
Linden Advisors and Mr. Wong: 1,344,511
(iii) Sole power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 1,344,511
Linden Advisors and Mr. Wong: 1,344,511
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Items 2 and 4 hereof.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A attached hereto.
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 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.
Linden Capital L.P.
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Authorized Signatory
Date:
08/29/2025
Linden GP LLC
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Authorized Signatory
Date:
08/29/2025
Linden Advisors LP
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, General Counsel
Date:
08/29/2025
Siu Min Wong
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Attorney-in-Fact for Siu Min Wong**
Date:
08/29/2025
Comments accompanying signature: **Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.
