Dune Acquisition Corp II 8-K

What Happened

• Dune Acquisition Corp II (the SPAC, ticker IPOD) filed an 8‑K disclosing a Purchase and Sponsor Handover Agreement dated January 30, 2026 under which Collective Acquisition Sponsor LLC (the “New Sponsor”) will buy from the existing sponsor an aggregate of 4,475,000 Class B ordinary shares and 1,000,000 private placement warrants for $2,000,000. The Closing is expected on or about February 5, 2026.
• As part of the transaction, current directors Carter Glatt, Michael Castaldy, Ben Coates, Jeron Smith and Cecil White will resign and new directors appointed by the New Sponsor. Elliot Richmond will serve as CEO and CFO; David Bailin and Jeremy Sziklay will serve as independent directors. Carter Glatt will remain with the SPAC as a Special Advisor.
• The Purchase Agreement gives the Sponsor Member (Carter Glatt) a limited repurchase right to buy back the transferred interests for $2,000,000 if the SPAC has not entered into a definitive business combination agreement by May 7, 2026 (the Option Date); that repurchase right may be exercised only during a five‑day window following the Option Date.

Key Details

• Transaction parties and dates: Purchase Agreement dated Jan 30, 2026; expected Closing ≈ Feb 5, 2026; Option Date May 7, 2026 (5‑day Option Period thereafter).
• Consideration: $2,000,000 to acquire 4,475,000 Class B ordinary shares and 1,000,000 private placement warrants.
• Governance changes: Resigning directors/officers (Carter Glatt and Michael Castaldy resign as officers; five directors resign) to be replaced after required Section 14(f) waiting periods and following the Schedule 14F Change in Control Date.
• New Sponsor obligations: New Sponsor will assume sponsor obligations under the existing Letter Agreement, Administrative Services Agreement and Registration Rights Agreement via joinders.

Why It Matters

• This filing documents a formal change in sponsor and an impending change in control and management of the SPAC, which affects who will direct the company’s search for and negotiation of a business combination. The repurchase right creates a defined fallback (return of interests to the original sponsor) if no definitive deal is reached by May 7, 2026. Investors should note the timing and parties involved, since sponsor and board changes can influence strategy, pacing of a business combination, and the treatment of sponsor shares and warrants.