Cohen Circle Acquisition Corp. II

Previous wording

For the three months ended March 31, 2026, we had net income of $1,865,633, which consisted of interest earned on marketable securities held in Trust Account of $2,265,503, partially offset by general and administrative costs of $399,870.

Current wording

For the three months ended June 30, 2026, we had net income of $1,976,256, which consisted of interest earned on marketable securities held in Trust Account of $2,300,625, partially offset by general and administrative costs of $324,369.

Previous wording

For the three months ended March 31, 2025, we had a net loss of $5,420, which consisted of formation, general and administrative costs.

Current wording

For the three months ended June 30, 2025, we had a net loss of $34,148, which consisted of general and administrative costs.

Previous wording

For the three months ended March 31, 2026, net cash used in operating activities was $396,098. Net income of $1,865,633 was affected by interest earned on marketable securities of $2,265,503, and changes in operating assets and liabilities, which used $3,772.

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $625,608. Net income of $3,841,889 was affected by interest earned on marketable securities of $4,566,128, and changes in operating assets and liabilities, which provided $98,631.

Previous wording

For the three months ended March 31, 2025, net cash used in operating activities was $0. Net loss of $5,420 was affected by changes in payment of operating expenses through promissory note – related party, which used $5,420.

Current wording

For the six months ended June 30, 2025, net cash used in operating activities was $0. Net loss of $39,568 was affected by payment of general and administrative costs through promissory note – related party of $39,568.

Previous wording

Additionally, to fund working capital, the Company has permitted withdrawals available up to an annual limit of $400,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit in the Trust Account at the Initial Public Offering. For the three months ended March 31, 2026 and for the year ended December 31, 2025, the Company withdrew $0 and $400,000 in interest from the Trust Account for working capital purposes, respectively, and has no further amounts available for permitted withdrawals until July 2, 2026, which is the 1-year anniversary of the Initial Public Offering.

Current wording

Additionally, to fund working capital, the Company has permitted withdrawals available up to an annual limit of $400,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit in the Trust Account at the Initial Public Offering. For the six months ended June 30, 2026 and for the year ended December 31, 2025, the Company withdrew $0 and $400,000 in interest from the Trust Account for working capital purposes, respectively, and has $400,000 available for permitted withdrawals until July 2, 2027, which is the anniversary of the Initial Public Offering.

Previous wording

The underwriters were entitled to a deferred fee of (i) $0.40 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $8,800,000 and (ii) $0.60 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $1,980,000. The deferred commissions will be released to Clear Street for its own account concurrently with completion of an initial Business Combination, but such deferred commissions shall be due and payable, with respect to up to 75% of such deferred commissions, in the Company’s sole discretion.

Current wording

The underwriters are entitled to a deferred fee of (i) $0.40 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $8,800,000 and (ii) $0.60 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $1,980,000. The deferred commissions will be released to Clear Street for its own account concurrently with completion of an initial Business Combination, but such deferred commissions shall be due and payable, with respect to up to 75% of such deferred commissions, in the Company’s sole discretion.

Previous wording

We accounted for the Public and Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

Current wording

We accounted for the Public and Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.