Cohen Circle Aqusition Corp. II S-1

REGISTRATION STATEMENT

MEMORANDUM AND ARTICLES OF ASSOCIATION

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF MAPLES AND CALDER (CAYMAN) LLP, CAYMAN ISLANDS LEGAL COUNSEL TO THE REGISTRANT

OPINION OF STEVENS & LEE, PC, COUNSEL TO THE REGISTRANT

PROMISSORY NOTE, DATED AS OF MARCH 20, 2025 ISSUED TO COHEN CIRCLE SPONSOR II, LLC

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND THE REGISTRANT'S SECURITYHOLDERS NAMED THEREIN, AND THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS

SECURITIES SUBSCRIPTION AGREEMENT, DATED MARCH 24, 2025, BETWEEN THE REGISTRANT AND COHEN CIRCLE SPONSOR II, LLC

FORM OF PLACEMENT UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND COHEN CIRCLE SPONSOR II, LLC

FORM OF PLACEMENT UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND CLEAR STREET

FORM OF INDEMNITY AGREEMENT

FORM OF ADMINISTRATIVE SERVICES AGREEMENT, BY AND BETWEEN THE REGISTRANT AND COHEN CIRCLE SPONSOR II, LLC

FORM OF CODE OF ETHICS

CONSENT OF WITHUMSMITH+BROWN, PC

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

CONSENT OF AMANDA ABRAMS

CONSENT OF JEWELLE BICKFORD

CONSENT OF VOLKER BERL

CONSENT OF WALTER JONES

CONSENT OF CLAUDI MALONE

CONSENT OF LEAH POPOWICH

FILING FEE TABLE

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