Cohen Circle Acquisition Corp II-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number001-42726 COHEN CIRCLE ACQUISITION CORP. II(Exact Name of Registrant as Specified in Its Charter) (267) 703-4396(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirement for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s Class Aordinary shares were not publicly traded. Accordingly, there was no market value for the registrant’s Class A ordinary shares on suchdate. As of March 24, 2026, there were26,020,000Class A ordinary shares, $0.0001 par value and8,673,333Class B ordinary shares,$0.0001 par value, issued and outstanding. Documents Incorporated by Reference: None. TABLE OF CONTENTS PART I Item 1Business1Item 1A.Risk Factors28Item 1B.Unresolved Staff Comments69Item 1C.Cybersecurity69Item 2.Properties69Item 3.Legal Proceedings69Item 4.Mine Safety Disclosure69 Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities70Item 6.[RESERVED]71Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations71Item 7A.Quantitative and Qualitative Disclosures About Market Risk75Item 8.Financial Statements and Supplementary Data75Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure75Item 9A.Controls and Procedures75Item 9B.Other Information75Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75 Item 10.Directors, Executive Officers and Corporate Governance76Item 11.Executive Compensation82Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters83Item 13.Certain Relationships and Related Transactions, and Director Independence85Item 14.Principal Accountant Fees and Services91 Item 15.Exhibits and Financial Statement Schedules92Item 16.Form 10-K Summary94 GLOSSARY OF TERMS Unless otherwise provided in this Annual Report on Form 10-K, references to: ●“we,” “us,” “company” or “our company” refer to Cohen Circle Acquisition Corp. II;●“amended and restated me