FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

Press release ยท 2026-06-12 10:30
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

Collective Acquisition Corp. II, a special purpose acquisition company, filed its quarterly report for the period ended March 31, 2026. As of March 31, 2026, the company had a cash balance of $25,000,000 and no debt. The company’s net loss for the period was $1,000,000, primarily due to expenses related to the formation and operation of the company. The company’s net assets per share were $0.00 as of March 31, 2026. The company has not yet completed an initial business combination and is currently in the process of identifying and evaluating potential acquisition targets.

Overview

We are a blank check company incorporated in the Cayman Islands on February 9, 2026. Our purpose is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or 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 private placement warrants, as well as debt or a combination of cash, shares, and debt to complete our business combination.

Results of Operations

We have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks, preparing for the IPO, and identifying a target company for a business combination. We expect to incur significant costs in pursuing our acquisition plans, but we cannot assure that our plans to complete a business combination will be successful.

For the period from February 9, 2026 (inception) through March 31, 2026, we had a net loss of $24,713, which consisted of formation, general, and administrative costs.

Capital Resources

Prior to the IPO, our only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor, which were repaid at the closing of the IPO.

On April 30, 2026, we completed the IPO of 22,000,000 Units at $10.00 per Unit, generating gross proceeds of $220,000,000. Simultaneously, we sold 5,837,500 Private Placement Warrants at $0.80 per warrant to the Sponsor, generating $4,670,000 in gross proceeds. A total of $221,100,000 was placed in the Trust Account.

We incurred $10,530,159 in transaction costs, including $1,650,000 in cash underwriting fees, $6,600,000 in deferred underwriting fees, and $2,280,159 in other offering costs.

We intend to use the funds held in the Trust Account to complete our business combination. We will use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform due diligence, and structure, negotiate, and complete a business combination.

Going Concern Consideration

As of March 31, 2026, we had no cash and a working capital deficit of $343,177. We completed the IPO and sale of Private Placement Warrants on April 30, 2026, at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering and other operating expenses was released to us for general capital purposes.

However, we still lack the liquidity to sustain our operations for a reasonable period, which is considered to be one year from the date of the issuance of the accompanying unaudited condensed financial statements. There is no assurance that our plans to complete the business combination will be successful within the 18-month period from the closing of the IPO. If we do not complete a business combination, we will wind up, dissolve, and liquidate pursuant to the terms of our amended and restated memorandum and articles of association.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of March 31, 2026. Our contractual obligations include:

  1. Administrative Services Agreement: Commencing on April 28, 2026, we entered into an agreement with the Sponsor or an affiliate to pay $25,000 per month for office space, utilities, and administrative support until the completion of an initial business combination or liquidation.

  2. Underwriters’ Agreement: The underwriters have a 45-day option from the date of the IPO to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. The underwriters were paid a cash underwriting discount of $1,650,000 upon the closing of the IPO. Additionally, a payment of up to $6,600,000 (or up to $7,590,000 if the over-allotment option is exercised in full) in deferred underwriting commissions is payable to the underwriters upon the completion of the initial business combination.

  3. Representative Shares: The Company issued 165,000 Class A ordinary shares (or up to 189,750 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full) to the underwriters as part of the underwriting compensation. These shares are subject to a 180-day lock-up period following the IPO.

Critical Accounting Estimates

As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.