Cohen Circle Acquisition Corp. II

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 4, 2024 (inception) through June 30, 2026 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, 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 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.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 4, 2024 (inception) through September 30, 2026 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, 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, at the earliest. Subsequent to the Initial Public Offering, 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

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.

Current wording

For the three months ended September 30, 2026, we had net income of $1,969,733, which consisted of interest earned on marketable securities held in Trust Account of $2,395,972, partially offset by general and administrative costs of $426,239.

Previous wording

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

Current wording

For the three months ended September 30, 2025, we had net income of $2,279,555, which consisted of interest earned on marketable securities held in Trust Account of $2,585,138, partially offset by general and administrative costs of $305,583.

Previous 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.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $936,050. Net income of $5,811,622 was affected by interest earned on marketable securities of $6,962,100, and changes in operating assets and liabilities, which provided $214,428.

Previous 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.

Current wording

For the nine months ended September 30, 2025, net cash used in operating activities was $521,044. Net income of $2,239,987 was affected by interest earned on marketable securities of $2,585,138 and payment of general and administrative costs through promissory note – related party of $54,568, and changes in operating assets and liabilities, which used $230,461.

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 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.

Current wording

Additionally, to fund working capital, the Company has permitted withdrawals from the Trust Account 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 nine months ended September 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

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic205-40,“Going Concern,” as of this filing, the Company does not believe it will have sufficient funds for the working capital needs of the Company until a minimum of one year from the date of the accompanying condensed financial statements. Moreover, the Company will need to obtain additional financing either to complete a Business Combination, or because the Company becomes obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Current wording

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Going Concern,” as of this filing, the Company does not believe it will have sufficient funds for the working capital needs of the Company until a minimum of one year from the date of the accompanying condensed financial statements. Moreover, the Company will need to obtain additional financing either to complete a Business Combination, or because the Company becomes obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay Cohen Circle Sponsor II, LLC or its affiliate or designee $30,000 per month for office space, utilities, and shared personnel support services, and to pay the Chief Financial Officer up to $12,500 per month for his services as Chief Financial Officer of the Company.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay Cohen Circle Sponsor II, LLC or its affiliate or designee $30,000 per month for office space, utilities, and shared personnel support services, and an agreement to pay the Chief Financial Officer up to $12,500 per month for his services as Chief Financial Officer of the Company.

Previous wording

The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP 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 unaudited condensed financial statements, and income and expenses during the periods 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company used a third-party valuation expert to determine the fair value of the Public Warrants at IPO. As of June 30, 2026, other than the Public Warrants, the Company did not have any critical accounting estimates to be disclosed.

Current wording

The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP 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 unaudited condensed financial statements, and income and expenses during the periods 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company used a third-party valuation expert to determine the fair value of the Public Warrants at the time of the Initial Public Offering. As of September 30, 2026, other than the Public Warrants, the Company did not have any critical accounting estimates to be disclosed.

Previous wording

We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Current wording

We do not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.