Collective Acquisition Corp. II

Previous wording

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Collective Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Collective Acquisition Sponsor II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Current wording

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Collective Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Collective Acquisition Sponsor II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Previous wording

We are a blank check company incorporated in the Cayman Islands on February 9, 2026. We are formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

Current wording

We are a blank check company incorporated in the Cayman Islands on February 9, 2026 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from February 9, 2026 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we expect to generate non-operating income in the form of interest and/or dividend income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from February 9, 2026 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous wording

Subsequent to the quarterly period covered by this Quarterly Report on Form 10-Q, on April 30, 2026, we consummated the Initial Public Offering of 22,000,000 Units at $10.00 per Unit, generating gross proceeds of $220,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,837,500 Private Placement Warrants at a price of $0.80 per Private Placement Warrant, in a private placement to our Sponsor, generating gross proceeds of $4,670,000.

Current wording

On April 30, 2026, we consummated the Initial Public Offering of 25,300,000 Units which includes the exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Public Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,250,000 Private Placement Warrants at a price of $0.80 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds of $5,000,000.

Previous wording

Following the Initial Public Offering, and the sale of the Units and Private Placement Warrants, a total of $221,100,000 was placed in the Trust Account. We incurred total transactions costs of $10,530,159, consisting of $1,650,000 of cash underwriting fees, $6,600,000 of deferred underwriting fees, and $2,280,159 of other offering costs.

Current wording

Following the Initial Public Offering and the sale of the Private Units, a total of $254,265,000 was placed in the Trust Account. We incurred $11,767,659, consisting of $1,897,500 cash underwriting fee, $7,590,000 of deferred underwriting fee, and $2,280,159 of other offering costs.

Previous wording

For the period from February 9, 2026 (inception) through March 31, 2026, the net cash used in operating activities was $0. Net loss of $24,713 was affected by the formation, general, and administrative costs paid through promissory note – related party of $12,420 and changes in accrued expenses provided $12,293 of cash from operating activities.

Current wording

For the period from February 9, 2026 (inception) through June 30, 2026, cash used in operating activities was $434,066. Net income of $986,280 was affected by interest earned on marketable securities held in the Trust Account of $1,381,272, payment of operation costs through promissory note of $43,670 and adjustment to accrued offering costs of $366. Changes in operating assets and liabilities provided $82,378 of cash for operating activities.

Previous wording

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2026, we had marketable securities held in the Trust Account of $255,646,272 (including approximately $1,381,272 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of June 30, 2026, we had cash of $806,870. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. As of March 31, 2026, no such Working Capital Loans were outstanding.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The Private Placement Warrants would be identical to the Public Warrants.

Previous wording

Commencing on April 28, 2026, we entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or liquidation, we will cease paying these monthly fees.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement with the Sponsor or an affiliate to pay an aggregate of $25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees.

Previous wording

The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. As of April 30, 2026, the full over-allotment option remains open.

Current wording

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. On June 12, 2026, the underwriters exercised their over-allotment option, closing on the 3,300,000 additional Units simultaneously with the Initial Public Offering.

Previous wording

The underwriters were paid in cash an underwriting discount of $1,650,000 upon the closing of the Initial Public Offering. In addition, a payment of three percent of the gross proceeds of the Initial Public Offering remaining in the Company’s Trust Account following shareholder redemptions, or up to $6,600,000 in the aggregate (or up to $7,590,000 if the over-allotment option is exercised in full), is payable to the underwriters upon the completion of an initial Business Combination for deferred underwriting commissions.

Current wording

The underwriters were paid in cash an underwriting discount of $1,897,500 upon the closing of the Initial Public Offering. In addition, a payment of three percent of the gross proceeds of the Initial Public Offering remaining in the Company’s Trust Account following shareholder redemptions, or up to $7,590,000 in the aggregate, is payable to the underwriters upon the completion of an initial Business Combination for deferred underwriting commissions.

Previous wording

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.

Current wording

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company used a valuation to determine the value of the over-allotment and Public Warrants, no other estimates were identified by the Company. We have identified the following critical accounting policies: