Cohen Circle Sponsor II, LLC - 30 Jun 2025 Form 3 Insider Report for Cohen Circle Acquisition Corp. II

Role
10%+ Owner
Signature
By: Betsy Z. Cohen, Manager of Cohen Circle Sponsor II, LLC and Cohen Circle Advisors II, LLC /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, 19:14:51 UTC
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Cohen Circle Sponsor II, LLC 10%+ Owner 2929 ARCH STREET, SUITE 1703, PHILADELPHIA By: Betsy Z. Cohen, Manager of Cohen Circle Sponsor II, LLC and Cohen Circle Advisors II, LLC /s/ Betsy Z. Cohen 30 Jun 2025 0002070683
Cohen Circle Advisors II, LLC 10%+ Owner 2929 ARCH STREET, SUITE 1703, PHILADELPHIA By: Betsy Z. Cohen, Manager of Cohen Circle Sponsor II, LLC and Cohen Circle Advisors II, LLC /s/ Betsy Z. Cohen 30 Jun 2025 0002070685

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 Direct F1, F2

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 Direct F2, F3
holding CCIIU Warrants 30 Jun 2025 Class A Ordinary Shares 111,250 $11.50 Direct F2, F4, F5, F6
holding CCIIU Class B Ordinary Shares 30 Jun 2025 Class A Ordinary Shares 6,448,333 By Cohen Circle Advisors II, LLC F2, F3, F7
* 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 placement units of the issuer that Cohen Circle Sponsor II, LLC has irrevocably committed to purchase. Each placement unit consists of one Class A ordinary share and one-fourth (1/4) of one redeemable warrant.
F2 The reporting persons disclaim beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that a reporting person is the beneficial owner of such securities for any other purpose.
F3 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's 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.
F4 The warrants will become exercisable at the later of 30 days after consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.
F5 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.
F6 These warrants underlie 445,000 units of the issuer that Cohen Circle Sponsor II, LLC has irrevocably committed to purchase.
F7 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 their over-allotment option in full.