Cohen Circle Acquisition Corp II-A美股招股说明书(2025-07-01版)

Cohen Circle Acquisition Corp.II 22,000,000Units________________________ Cohen Circle Acquisition Corp.II is a blank check company incorporated as aCayman Islands exempted company for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectusas our initial business combination. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combinationtarget. This is an initial public offering of our securities. Each unit has an offeringprice of $10.00 and consists of one of our ClassA ordinary shares and one-fourth ofone redeemable warrant. Each whole warrant entitles the holder thereof to purchaseone ClassA ordinary share at a price of $11.50 per share, subject to adjustment asprovided herein, and only whole warrants are exercisable. No fractional warrants willbe issued upon separation of the units and only whole warrants will trade. Thewarrants will become exercisable on the later of 30days after the completion of ourinitial business combination and 12months from the closing of this offering, andwill expire fiveyears after the completion of our initial business combination orearlier upon redemption or liquidation, as described in this prospectus. We have alsogranted the underwriters a 45-day option to purchase up to an additional3,300,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or aportion of their ClassA ordinary shares upon the completion of our initial businesscombination at a per-share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account described below (net of amounts withdrawn to fund ourworking capital requirements, subject to an annual limit of $400,000 of the interestearned on the funds held in the trust account, and to pay our taxes, other thanexcise taxes, if any (such amounts in the aggregate, “permitted withdrawals”)),divided by the number of then issued and outstanding ClassA ordinary shares thatwere sold as part of the units in this offering, which we refer to collectively asour public shares, subject to the limitations described herein. See “Summary—TheOffering—Redemption rights for public shareholders upon completion of our initialbusiness combination” and “Summary—The Offering—Redemption of publicshares and distribution and liquidation if no initial business combination” for moreinformation. Notwithstanding the foregoing redemption rights, if we seek shareholder approvalof our initial business combination and we do not conduct redemptions in connectionwith our initial business combination pursuant to the tender offer rules, our secondamended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person withwhom such shareholder is acting in concert or as a “group” (asdefined underSection13 of the Securities Exchange Act of 1934, as amended (the“ExchangeAct”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our priorconsent. However, we would not restrict our shareholders’ ability to vote all oftheir shares (including all shares held by those shareholders that hold more than 15%of the shares sold in this offering) for or against our initial business combination.See “Summary—The Offering—Limitation on redemption rights of shareholdersholding 15% or more of the shares sold in this offering if we hold shareholder vote”for further discussion on certain limitations on redemption rights. Except for income taxes and permitted withdrawals, the proceeds placed in thetrust account and the interest earned thereon shall not be used to pay for possibleexcise tax or any other fees or taxes that may be levied on the Company pursuant toany current, pending or future rules or laws, including without limitation any excisetax due under the Inflation Reduction Actof 2022 on any redemptions or sharebuybacks by the Company. If we have not completed our initial business combinationwithin 24months from the closing of this offering, or 27 months from the closing of this offering if we have executed a definitive agreement for our initial businesscombination within 24months from the closing of this offering but have not completedour initial business combination within Table of Contents such 24-month period, we will redeem 100% of the public shares at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account,including interest (net of permitted withdrawals and up to $100,000 of interest topay dissolution expenses), divided by the number of then issued and outstandingpublic shares, subject to applicable law and as