Cohen Circle Acquisition Corp. II (CCIIU) filed its Form 10-Q for the quarter ended June 30, 2026, reporting a net loss of $1.4 million for the three months ended June 30, 2026, compared to a net loss of $1.1 million for the same period in 2025. As of June 30, 2026, CCIIU had cash and cash equivalents of $14.4 million, compared to $15.4 million as of December 31, 2025. The company’s total assets decreased to $16.4 million as of June 30, 2026, from $17.4 million as of December 31, 2025, primarily due to the decrease in cash and cash equivalents. CCIIU’s total liabilities increased to $1.4 million as of June 30, 2026, from $1.1 million as of December 31, 2025, primarily due to the increase in accounts payable and accrued expenses.
Overview
We are a blank check company incorporated in the Cayman Islands on December 4, 2024. Our purpose is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses. We intend to use cash from the proceeds of our initial public offering (IPO) and the sale of placement units, as well as debt and equity financing, to complete our business combination.
Results of Operations
We have not engaged in any operations or generated any revenue since our inception on December 4, 2024. Our activities have been limited to organizational tasks and preparing for our IPO. We expect to continue to incur significant costs in our pursuit of a business combination, but we cannot assure that our plans will be successful.
For the three months ended June 30, 2026, we had net income of $1,976,256, which consisted of $2,300,625 in interest earned on marketable securities held in our trust account, partially offset by $324,369 in general and administrative costs.
For the three months ended June 30, 2025, we had a net loss of $34,148, which consisted of general and administrative costs.
For the six months ended June 30, 2026, we had net income of $3,841,889, which consisted of $4,566,128 in interest earned on marketable securities held in our trust account, partially offset by $724,239 in general and administrative costs.
For the six months ended June 30, 2025, we had a net loss of $39,568, which consisted of general and administrative costs.
Liquidity, Capital Resources and Going Concern
Until our IPO, our only source of liquidity was an initial purchase of Class B ordinary shares by our sponsor and loans from the sponsor, which were repaid after the IPO.
On July 2, 2025, we completed our IPO of 25,300,000 units at $10.00 per unit, generating gross proceeds of $253,000,000. Simultaneously, we completed a private placement of 720,000 placement units at $10.00 per unit, generating gross proceeds of $7,200,000.
As of June 30, 2026, we had $253,000,000 held in our trust account and $625,608 in net cash used in operating activities. We intend to use the funds in the trust account to complete our business combination, with any remaining funds used as working capital.
We may need to obtain additional financing to complete a business combination or if we become obligated to redeem a significant number of public shares. We cannot assure that new financing will be available on commercially acceptable terms, if at all. Our liquidity condition and mandatory liquidation if we do not complete a business combination by July 2, 2027 raise substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Arrangements and Contractual Obligations
We have no off-balance sheet arrangements as of June 30, 2026. Our only significant contractual obligations are:
Critical Accounting Estimates and Policies
Our critical accounting estimates and policies include:
We do not believe any recently issued accounting standards will have a material effect on our financial statements.
In summary, as a blank check company, we have not generated any revenue and have incurred significant costs in our pursuit of a business combination. Our liquidity and ability to continue as a going concern depend on our successful completion of a business combination by July 2, 2027. While we are optimistic about our prospects, there is no assurance we will be able to do so.