Cohen Circle Acquisition Corp II-A 2026年季度报告

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 June 30, 2026 Commission file number: 001-42726 COHEN CIRCLE ACQUISITION CORP. II(Exact Name of Registrant as Specified in Its Charter) (Issuer’s telephone number) 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. 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 August 10, 2026, there were 26,020,000 Class A ordinary shares, $0.0001 par value and 8,673,333 Class B ordinary shares,$0.0001 par value, issued and outstanding. COHEN CIRCLE ACQUISITION CORP. IIFORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial Statements1Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20251Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30,2026 and 2025 (Unaudited)3Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3. Quantitative and Qualitative Disclosures About Market Risk23Item 4. Controls and Procedures23Part II. Other InformationItem 1. Legal Proceedings24Item 1A. Risk Factors24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds24Item 3. Defaults Upon Senior Securities25Item 4. Mine Safety Disclosures25Item 5. Other Information25Item 6. Exhibits25Part III. Signatures26 PART I - FINANCIAL INFORMATION COHEN CIRCLE ACQUISITION CORP. IICONDENSED BALANCE SHEETS COHEN CIRCLE ACQUISITION CORP. IICONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) (1)On March 25, 2025, the Company cancelled the one Founder Share and issued 8,655,000 Founder Shares to the Sponsor. In May2025, the Company issued an additional 18,333 Founder Shares to the Sponsor, resulting in a total of 8,673,333 Founder Shares(see Note 5). (2)Excluded an aggregate of up to 1,100,000 Class B ordinary shares that were subject to forfeiture depending on the extent to whichthe underwriters’ over-allotment option was exercised. On July 2, 2025, the underwriters exercised their over-allotment option infull as part of the closing of the Initial Public Offering, as such, the 1,100,000 Founder Shares are no longer subject to forfeiture(see Note 5). The accompanying notes are an integral part of these unaudited condensed financial statements. COHEN CIRCLE ACQUISITION CORP. IICONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)(UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 (1)On March 25, 2025, the Company cancelled the one Founder Share and issued 8,655,000 Founder Shares to the Sponsor. In May2025, the Company issued an additional 18,333 Founder Shares to the Sponsor, resulting in a total of 8,673,333 Founder Shares(see Note 5). (2)Includes an aggregate of up to 1,100,000 Class B ordinary shares that are subject to forfeiture depending on the extent to whichthe underwriters’ over-allotment option is exercised. On July 2, 2025, the underwriters exercised their over-allotment option infull as part of the closing of the Initial Public Offering, as such, the 1,100,000 Founder Shares are no longer subject to forfeiture(see Note 5). The accompanying notes are an integral part of these unaudited condensed financial statements. COHEN CIRCLE ACQUISITION CORP. IICONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) COHEN CIRCLE A