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Collective Acquisition Corp II-A 2026年季度报告

2026-06-12 美股财报 在路上
报告封面

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-43255 Collective Acquisition Corp. II(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit 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. Large accelerated filer☐Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of June 11, 2026, there were 22,165,000 Class A ordinary shares, $0.0001 par value and 8,433,333 Class B ordinary shares,$0.0001 par value, issued and outstanding. COLLECTIVE ACQUISITION CORP. IIFORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial Statements1Condensed Balance Sheet as of March 31, 2026 (Unaudited)1Condensed Statement of Operations for the Period from February 9, 2026 (Inception) Through March 31, 2026(Unaudited)2Condensed Statement of Changes in Shareholder’s Equity for the Period from February 9, 2026 (Inception) ThroughMarch 31, 2026 (Unaudited)3Condensed Statement of Cash Flows for the Period from February 9, 2026 (Inception) Through March 31, 2026(Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures About Market Risk19Item 4. Controls and Procedures19Part II. Other InformationItem 1. Legal Proceedings20Item 1A. Risk Factors20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20Item 3. Defaults Upon Senior Securities20Item 4. Mine Safety Disclosures20Item 5. Other Information20Item 6. Exhibits21Part III. Signatures22 PART I - FINANCIAL INFORMATION COLLECTIVE ACQUISITION CORP. IICONDENSED BALANCE SHEETMARCH 31, 2026(UNAUDITED) (1)Includes up to 1,100,000 ClassB ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in partby the underwriters (see Note7). The accompanying notes are an integral part of the unaudited condensed financial statements. COLLECTIVE ACQUISITION CORP. IICONDENSED STATEMENT OF OPERATIONSFOR THE PERIOD FROM FEBRUARY 9, 2026 (INCEPTION) THROUGH MARCH 31, 2026(UNAUDITED) (1)Excludes up to 1,100,000 ClassB ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or inpart by the underwriters (see Note7). The accompanying notes are an integral part of the unaudited condensed financial statements. COLLECTIVE ACQUISITION CORP. IICONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY(UNAUDITED) FOR THE PERIOD FROM FEBRUARY 9, 2026 (INCEPTION) THROUGH MARCH 31, 2026 (1)Includes up to 1,100,000 ClassB ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in partby the underwriters (see Note7). The accompanying notes are an integral part of the unaudited condensed financial statements. COLLECTIVE ACQUISITION CORP. IICONDENSED STATEMENT OF CASH FLOWSFOR THE PERIOD FROM FEBRUARY 9, 2026 (INCEPTION) THROUGH MARCH 31, 2026(UNAUDITED) Cash Flows from Operating Activities:Net loss COLLECTIVE ACQUISITION CORP. IINOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026(UNAUDITED) Note1 —Organization and Business Operations Collective Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company onFebruary 9, 2026. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition,share purchase,re