Betsy Z. Cohen - 30 Jun 2025 Form 3 Insider Report for Cohen Circle Acquisition Corp. II

Role: CEO and President, Director, 10%+ Owner
Signature: /s/ Betsy Z. Cohen
Issuer symbol: CCII, CCIIU, CCIIW on Nasdaq
Transactions as of: 30 Jun 2025
Net transactions value: $0
Form type: 3
Filing time: 30 Jun 2025, 19:13:46 UTC
Previous filing: 19 Feb 2025
Next filing: 30 Sep 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
COHEN BETSY Z	CEO and President, Director, 10%+ Owner	2929 ARCH STREET, SUITE 1703, PHILADELPHIA	/s/ Betsy Z. Cohen	30 Jun 2025	0001168754

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CCIIU	Class A Ordinary Shares						445,000	30 Jun 2025	By Cohen Circle Sponsor II, LLC	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CCIIU	Class B Ordinary Shares							30 Jun 2025	Class A Ordinary Shares	2,225,000		By Cohen Circle Sponsor II, LLC	F2, F3, F4
holding	CCIIU	Warrants							30 Jun 2025	Class A Ordinary Shares	111,250	$11.50	By Cohen Circle Sponsor II, LLC	F2, F3, F5, F6, F7
holding	CCIIU	Class B Ordinary Shares							30 Jun 2025	Class A Ordinary Shares	6,448,333		By Cohen Circle Advisors II, LLC	F2, F3, F4, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares underlie 445,000 units of the issuer that Cohen Circle Sponsor I, LLC has irrevocably committed to purchase.
F2	The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
F3	These shares are held directly by the issuer's sponsors, Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC, which are managed by the reporting person.
F4	The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.
F5	The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.
F6	The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A ordinary shares or the issuer's liquidation.
F7	These warrants underlie 445,000 units of the issuer that Cohen Circle Sponsor II, LLC has irrevocably committed to purchase.
F8	Includes up to 1,100,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option.