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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ~~September~~ 30March 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42726

COHEN CIRCLE ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1852032
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2929 Arch Street, Suite 1703 Philadelphia, PA		19104
2929 Arch Street, Suite 1703, Philadelphia, PA		19104
(Address of principal executive offices)		(Zip Code)

(267) 703-4396

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant	CCIIU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CCII	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share	CCIIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 ~~November~~May 138, ~~2025~~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. II

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~ 2026

TABLE OF CONTENTS

	Page	~~Page~~
Part I. Financial Information
Item 1. Interim Financial Statements	1	1
Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		1
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 (Unaudited)		2
Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	2
Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three and Nine Months Ended September 30, 2025 (Unaudited)		3
Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	3
Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2025 (Unaudited)		4
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23	21
Item 4. Controls and Procedures	23	21
Part II. Other Information
Item 1. Legal Proceedings	24	22
Item 1A. Risk Factors	24	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24	22
Item 3. Defaults Upon Senior Securities	25	22
Item 4. Mine Safety Disclosures	25	22
Item 5. Other Information	25	22
Item 6. Exhibits	25	23
Part III. Signatures	26	24

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

COHEN CIRCLE ACQUISITION CORP. II

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	(Unaudited)
ASSETS
Current assets
Cash	$	1,~~751~~456,~~613~~830		$	—1,852,928
Prepaid expenses		~~157~~215,~~454~~336			20162,~~697~~700
Total current assets		1,~~909~~672,~~067~~166			202,~~697~~015,628
Deferred offering costs		—			7,781
Long-term prepaid insurance		21,875			43,750
Long-term prepaid insurance		65,625			—
Marketable securities held in Trust Account		259,915,816			257,650,313
Marketable securities held in Trust Account		255,585,138			—
Total Assets	$	261,609,857		$	259,709,691
Total Assets	$	257,559,830		$	28,478
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Accrued offering costs	$	75,000		$	375,~~478~~000
Accrued expenses		877,~~442~~324			1542,~~824~~791
Total Current Liabilities		83152,~~442~~324			19117,~~302~~791
Deferred underwriting fee		10,780,000			—10,780,000
Total liabilities		10,~~863~~932,~~442~~324			1910,~~302~~897,791
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 25,300,000 shares at redemption value of $10.10 per share at September 30, 2025 and 0 shares at December 31, 2024		255,585,138			—
Class A ordinary shares subject to possible redemption, 25,300,000 shares at redemption value of $10.27 and $10.18 per share at March 31, 2026 and December 31, 2025, respectively		259,915,816			257,650,313
Shareholders’ (Deficit) Equity
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding as of September 30, 2025 and December 31, 2024		—			—
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding at March 31, 2026 and December 31, 2025		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 720,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) at September 30, 2025 and 0 shares at December 31, 2024		72			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 720,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) at March 31, 2026 and December 31, 2025		72			72
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,673,333 shares issued and outstanding at September 30, 2025 and 1 share issued and outstanding at December 31, 2024 (1)(2)		867			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,673,333 shares issued and outstanding at March 31, 2026 and December 31, 2025		867			867
Additional paid-in capital		—			~~25,000~~—
Accumulated deficit		(89,~~889~~239,~~689~~222	)		(158,~~824~~839,352	)
Total Shareholders’ (Deficit) Equity		(8,888,750	)		9,176
Total Shareholders’ Deficit		(9,238,283	)		(8,838,413	)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	257,559,830		$	28,478
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT	$	261,609,857		$	259,709,691

(1)

On March 25, 2025, the Company cancelled the one Founder Share and issued 8,655,000 Founder Shares to the Sponsor. In May 2025, the Company issued an additional 18,333 Founder Shares to the Sponsor, resulting in a total of 8,673,333 Founder Shares issued and outstanding (see Note 5).

(2)

At December 31, 2024, included an aggregate of up to 1,100,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On July 2, 2025, the underwriters exercised their over-allotment option in full 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.

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~1

1COHEN CIRCLE ACQUISITION CORP. II

~~COHEN~~CONDENSED ~~CIRCLE~~STATEMENTS ~~ACQUISITION~~OF ~~CORP. II~~OPERATIONS

~~CONDENSED STATEMENTS OF OPERATIONS~~(UNAUDITED)

(UNAUDITED)

	For the three months ended March 31,
	2026			2025
General and administrative costs	$	399,870		$	5,420
Loss from operations		(399,870	)		(5,420	)

Other income:
Interest earned on marketable securities held in Trust Account		2,265,503			—
Total other income		2,265,503			—

Net income (loss)	$	1,865,633		$	(5,420	)

Basic and diluted weighted average Class A ordinary shares outstanding		26,020,000			—

Basic and diluted net income (loss) per Class A ordinary share	$	0.05		$	—

Basic and diluted weighted average Class B ordinary shares outstanding⁽¹⁾⁽²⁾		8,673,333			7,573,333

Basic and diluted net income (loss) per Class B ordinary share	$	0.05		$	(0.00	)

		Three Months Ended September 30,			Nine Months Ended September 30,
(1)	On March 25, 2025, the Company cancelled the one Founder Share and issued 8,655,000 Founder Shares to the Sponsor. In May 2025, 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).
		2025			2025
(2)	Excluded an aggregate of up to 1,100,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On July 2, 2025, the underwriters exercised their over-allotment option in full 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).
General and administrative costs		$	305,583		$	345,151
Loss from operations			(305,583	)		(345,151	)
Other income:
Interest earned on marketable securities held in Trust Account			2,585,138			2,585,138
Total other income			2,585,138			2,585,138
Net Income		$	2,279,555		$	2,239,987
Basic and diluted weighted average shares outstanding of Class A ordinary shares			25,734,066			8,609,559
Basic and diluted net income per Class A ordinary share		$	0.07		$	0.14
Basic weighted average Class B ordinary shares outstanding (1)(2)			8,661,245			7,937,304
Basic net income per Class B ordinary share		$	0.07		$	0.14
Diluted weighted average Class B ordinary shares outstanding (1)(2)			8,673,333			7,941,348
Diluted net income per Class B ordinary share		$	0.07		$	0.14

(1)

(2)

Excluded an aggregate of up to 1,100,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On July 2, 2025, the underwriters exercised their over-allotment option in full 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.

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~2

2COHEN CIRCLE ACQUISITION CORP. II

~~COHEN~~CONDENSED ~~CIRCLE~~STATEMENTS ~~ACQUISITION~~OF ~~CORP.~~CHANGES IIIN SHAREHOLDERS’ (DEFICIT) EQUITY

~~CONDENSED~~FOR ~~STATEMENTS~~THE OFTHREE ~~CHANGES~~MONTHS INENDED ~~SHAREHOLDERS’ (DEFICIT)~~MARCH ~~EQUITY~~31, 2026

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025~~(UNAUDITED)

(UNAUDITED)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2026		720,000	$	72		8,673,333	$	867		—	$	(8,839,352	)	$	(8,838,413	)

Accretion for Class A ordinary shares to redemption amount		—		—		—		—		—		(2,265,503	)		(2,265,503	)

Net income		—		—		—		—		—		1,865,633			1,865,633

Balance – March 31, 2026 (Unaudited)		720,000	$	72		8,673,333	$	867		—	$	(9,239,222	)	$	(9,238,283	)

	Class A Ordinary Shares				Class B Ordinary Shares					Additional Paid-in			Accumulated			Total Shareholders’ Equity
	Shares		Amount		Shares(1)(2)			Amount		Capital			Deficit			(Deficit)
Balance — January 1, 2025		—	$	—		1		$	—	$	25,000		$	(15,824	)	$	9,176
Cancellation of Class B ordinary share		—		—		(1	)		—		—			—			—
Issuance of Class B ordinary shares		—		—		8,673,333			867		(867	)		—			—
Net loss		—		—		—			—		—			(5,420	)		(5,420	)
Balance – March 31, 2025 (Unaudited)		—		—		8,673,333			867		24,133			(21,244	)		3,756
Net loss		—		—		—			—		—			(34,148	)		(34,148	)
Balance – June 30, 2025 (Unaudited)		—		—		8,673,333			867		24,133			(55,392	)		(30,392	)
Sale of 720,000 Placement Units		720,000		72		—			—		7,199,928			—			7,200,000
Fair value of Public Warrants at issuance		—		—		—			—		2,024,000			—			2,024,000
Allocated value of transaction costs to Class A shares		—		—		—			—		(141,745	)		—			(141,745	)
Accretion for Class A ordinary shares to redemption amount		—		—		—			—		(9,106,316	)		(11,113,852	)		(20,220,168	)
Net income		—		—		—			—		—			2,279,555			2,279,555
Balance – September 30, 2025 (Unaudited)		720,000	$	72		8,673,333		$	867	$	—		$	(8,889,689	)	$	(8,888,750	)

FOR THE THREE MONTHS ENDED MARCH 31, 2025

(1)	On March 25, 2025, the Company cancelled the one Founder Share and issued 8,655,000 Founder Shares to the Sponsor. In May 2025, 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).
		Class A Ordinary Shares				Class B Ordinary Shares					Additional Paid-in			Accumulated			Total Shareholders’
(2)	Included an aggregate of up to 1,100,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised until July 2, 2025. The underwriters exercised their over-allotment option in full 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).
		Shares		Amount		Shares			Amount		Capital			Deficit			Equity
Balance — January 1, 2025			—	$	—		1		$	—	$	25,000		$	(15,824	)	$	9,176
Cancellation of Class B ordinary share			—		—		(1	)		—		—			—			—
Issuance of Class B ordinary shares			—		—		8,673,333			867		(867	)		—			—
Net loss			—		—		—			—		—			(5,420	)		(5,420	)
Balance – March 31, 2025 (Unaudited)			—	$	—		8,673,333		$	867	$	24,133		$	(21,244	)	$	3,756

The accompanying notes are an integral part of ~~the~~these unaudited condensed financial statements.

COHEN CIRCLE ACQUISITION CORP. II

CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025~~(UNAUDITED)

(UNAUDITED)

	For the Three Months Ended March 31,
	2026			2025
Cash Flows from Operating Activities:
Net income (loss)	$	1,865,633		$	(5,420	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(2,265,503	)		—
Payment of general and administrative costs through promissory note – related party		—			5,420
Changes in operating assets and liabilities:					—
Prepaid expenses		(52,636	)		—
Long-term prepaid insurance		21,875			—
Accrued expenses		34,533			—
Net cash used in operating activities		(396,098	)		—

Net Change in Cash		(396,098	)		—
Cash – Beginning of period		1,852,928			—
Cash – End of period	$	1,456,830		$	—
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	—		$	20,637
Prepaid services applied to deferred offering costs	$	—		$	15,974

Cash Flows from Operating Activities:
Net income	$	2,239,987
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(2,585,138	)
Payment of general and administrative costs through promissory note – related party		54,568
Changes in operating assets and liabilities:
Prepaid expenses		(157,454	)
Long-term prepaid insurance		(65,625	)
Accrued expenses		(7,382	)
Net cash used in operating activities		(521,044	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(253,000,000	)
Net cash used in investing activities		(253,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		248,600,000
Proceeds from sale of Placement Units		7,200,000
Repayment of promissory note – related party		(136,753	)
Payments of offering costs		(390,590	)
Net cash provided by financing activities		255,272,657
Net Change in Cash		1,751,613
Cash – Beginning of period		—
Cash – End of period	$	1,751,613
Noncash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	71,522
Deferred offering costs paid through promissory note - related party	$	82,185
Deferred underwriting fee payable	$	10,780,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~ 4

4COHEN CIRCLE ACQUISITION CORP. II

~~COHEN~~NOTES ~~CIRCLE~~TO ~~ACQUISITION~~CONDENSED ~~CORP.~~FINANCIAL IISTATEMENTS

~~NOTES~~MARCH TO31, ~~CONDENSED FINANCIAL STATEMENTS~~2026

~~SEPTEMBER 30, 2025~~(Unaudited)

~~(Unaudited)~~ NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

~~NOTE~~Cohen 1Circle Acquisition Corp. II ~~DESCRIPTION~~(the OF“Company”) ~~ORGANIZATION~~was ~~AND~~incorporated ~~BUSINESS OPERATIONS~~in the Cayman Islands on December 4, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

~~Cohen~~The ~~Circle~~Company ~~Acquisition Corp. II~~is ~~(the~~not ~~“Company”)~~limited ~~was~~to ~~incorporated~~a inparticular ~~the~~industry ~~Cayman~~or ~~Islands~~sector onfor ~~December 4,~~purposes ~~2024~~of consummating a Business Combination. The Company ~~was~~is ~~incorporated for~~an ~~the~~early ~~purpose~~stage ofand ~~effecting~~emerging agrowth ~~merger~~company and, ~~share~~as ~~exchange~~such, ~~asset~~the ~~acquisition,~~Company ~~share~~is ~~purchase,~~subject ~~reorganization~~to orall ~~similar~~of ~~business~~the ~~combination with~~risks ~~one~~associated orwith ~~more~~early ~~businesses~~stage ~~(the~~and ~~“Business~~emerging ~~Combination”)~~growth companies.

~~The~~As of March 31, 2026, the Company ishad not ~~limited~~ commenced any operations. All activity for the period from December 4, 2024 (inception) through March 31, 2026 relates to athe ~~particular~~Company’s ~~industry~~formation, orthe ~~sector~~initial ~~for~~public ~~purposes~~offering of(the ~~consummating~~“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company iswill annot ~~early~~generate ~~stage~~any ~~and~~operating ~~emerging~~revenues ~~growth company~~until ~~and,~~after asthe ~~such~~completion of its initial Business Combination, at the earliest. The Company isgenerates ~~subject~~non-operating toincome ~~all~~in the form of interest income from the ~~risks~~proceeds ~~associated~~derived ~~with~~from ~~early~~the ~~stage~~Initial Public Offering and ~~emerging~~placed ~~growth~~in ~~companies~~the Trust Account (defined below). The Company has selected December 31 as its fiscal year end.

As ofThe ~~September~~registration ~~30,~~statement ~~2025,~~ for the Company’s ~~had~~Initial ~~not~~Public ~~commenced~~Offering ~~any~~was ~~operations.~~declared ~~All~~effective ~~activity~~on ~~for~~June ~~the period from December 4~~30, ~~2024~~2025. ~~(inception)~~On ~~through~~July ~~September 30~~2, 2025, ~~relates to~~ the Company’s ~~formation,~~consummated the ~~initial public offering (the “~~Initial Public Offering~~”),~~ ~~which~~of ~~is described below~~25,300,000 ~~and~~units ~~subsequent to~~ (the ~~Initial~~“Units” ~~Public Offering~~and, ~~identifying~~with arespect ~~target~~to ~~company~~the ~~for~~Class aA ~~Business~~ordinary ~~Combination.~~shares ~~The~~included ~~Company~~in ~~will~~the ~~not~~Units ~~generate any~~being ~~operating~~offered, ~~revenues until after~~ the ~~completion~~“Public ofShares”), ~~its~~which ~~initial~~includes ~~Business~~the ~~Combination,~~full atexercise by the ~~earliest.~~underwriters ~~The~~of ~~Company~~their ~~generates non~~over-~~operating income~~allotment option in the ~~form~~amount of ~~interest~~3,300,000 ~~income~~Units, ~~from~~at ~~the~~$10.00 ~~proceeds~~per ~~derived~~Unit, ~~from~~generating ~~the~~gross ~~Initial~~proceeds ~~Public~~of ~~Offering~~$253,000,000. ~~and~~Each ~~placed~~Unit inconsists ~~the~~of ~~Trust~~one ~~Account~~Class ~~(defined below).~~A ~~The~~ordinary ~~Company~~share ~~has~~and ~~selected~~one-fourth ~~December 31~~of asone ~~its~~redeemable ~~fiscal~~warrant ~~year~~(each, ~~end~~a “Public Warrant”).

~~The~~ ~~registration~~Simultaneously ~~statement for~~with the ~~Company’s~~closing of the Initial Public Offering ~~was declared effective on June 30~~, ~~2025. On July 2, 2025,~~ the Company consummated the ~~Initial~~ ~~Public~~sale ~~Offering~~ of 25720,~~300,~~000 units (the “Placement Units”) ~~and,~~at ~~with~~a ~~respect~~price toof ~~the~~$10.00 ~~Class~~per APlacement ~~ordinary~~Unit, ~~shares~~in ~~included~~a inprivate placement to the ~~Units~~ ~~being~~Company’s ~~offered~~sponsor, ~~the~~Cohen ~~“Public~~Circle ~~Shares”)~~Sponsor II, ~~which~~LLC, ~~includes~~a ~~the~~Delaware ~~full~~limited ~~exercise~~liability bycompany ~~the~~(together ~~underwriters~~with ofCohen ~~their~~Circle ~~over-allotment~~Advisors ~~option in~~II, ~~the~~LLC, ~~amount~~collectively ofthe 3“Sponsor”),~~300,000~~ ~~Units~~and Clear Street LLC (“Clear Street”), atthe ~~$10.00~~representative ~~per~~of ~~Unit~~the underwriters, generating gross proceeds of $~~253~~7,~~000~~200,000. Each Placement Unit consists of one Class A ordinary share (“Placement Share” or, collectively, “Placement Shares”) and one-fourth of one redeemable warrant (~~each,~~the a “Placement Warrants” and together with the Public ~~Warrant~~Warrants, the “Warrants”). Of those 720,000 Placement Units, the Sponsor purchased 445,000 Placement Units, and Clear Street purchased 275,000 Placement Units.

~~Simultaneously~~ ~~with~~Transaction ~~the~~costs ~~closing of~~amounted ~~the~~to ~~Initial Public Offering~~$15, ~~the Company consummated the sale of 720~~752,~~000~~775, ~~units~~consisting ~~(the “Placement Units”) at a price~~ of $~~10.00 per Placement Unit~~4, ~~in a private placement to the Company’s sponsor~~400,000 ~~Cohen~~cash ~~Circle~~underwriting ~~Sponsor II~~fee, LLC, a Delaware limited liability company (together with Cohen Circle Advisors II, LLC, collectively the “Sponsor”), and Clear Street LLC (“Clear Street”), the representative of the underwriters, generating gross proceeds of $710,~~200~~780,000. ~~Each Placement Unit consists~~ of ~~one~~deferred ~~Class~~underwriting ~~A ordinary share (“Placement Share” or~~fee, ~~collectively, “Placement Shares”)~~ and ~~one-fourth~~$572,775 of ~~one~~other ~~redeemable~~offering ~~warrant (the “Placement Warrants” and together with the Public Warrants, the “Warrants”)~~costs. ~~Of those 720,000 Placement Units, the Sponsor purchased 445,000 Placement Units, and Clear Street purchased 275,000 Placement Units.~~

~~Transaction~~ ~~costs~~The ~~amounted~~ Company’s management has broad discretion with respect to ~~$15,752,775,~~the ~~consisting~~specific application of ~~$4,400,000~~the net proceeds of ~~cash~~the ~~underwriting~~Initial ~~fee,~~Public ~~$10~~Offering and the sale of Placement Units,~~780,000~~ although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting ~~fee,~~commissions and ~~$572,775~~taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of ~~other~~the ~~offering costs~~outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).5

~~Following~~COHEN ~~the~~CIRCLE ~~closing~~ACQUISITION ~~of the Initial Public Offering, on July 2, 2025, an amount of $253,000,000 ($10~~CORP.00 per Unit) from the net proceeds of the sale of the Units and the Placement Units was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below.II

5NOTES TO CONDENSED FINANCIAL STATEMENTS

~~COHEN~~MARCH ~~CIRCLE~~31, ~~ACQUISITION CORP. II~~2026

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~(Unaudited)

~~SEPTEMBER~~ 30Following the closing of the Initial Public Offering, on July 2, 2025, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Placement Units was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below.

The Company will provide the holders of the outstanding Public Shares (~~Unaudited~~the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of permitted withdrawals). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

~~The~~If the Company seeks shareholder approval, it will ~~provide~~ proceed with a Business Combination only if it obtains the ~~holders~~approval by way of ~~the~~an ~~outstanding~~ordinary ~~Public~~resolution ~~Shares~~under ~~(the~~Cayman ~~“public~~Islands ~~shareholders”)~~law, ~~with~~being the ~~opportunity~~affirmative tovote ~~redeem~~of ~~all~~the orholders of a ~~portion~~ majority of ~~their~~the ~~Public~~issued ~~Shares~~ordinary ~~upon~~shares ~~the~~who, ~~completion~~being ofpresent and entitled to vote at a ~~Business~~general ~~Combination~~meeting ~~either~~of ~~(i) in~~the ~~connection~~Company, ~~with~~vote at a general meeting ~~called~~of ~~to approve~~ the ~~Business~~Company. ~~Combination~~If ora ~~(ii)~~ shareholder vote is not required by ~~means~~applicable oflaw aor ~~tender~~stock ~~offer.~~exchange ~~The~~listing ~~decision~~requirements asand the Company does not decide to ~~whether~~hold a shareholder vote for business or other reasons, the Company will, ~~seek~~pursuant ~~shareholder~~to ~~approval of~~its aAmended ~~Business~~and ~~Combination~~Restated orMemorandum and Articles of Association, conduct athe redemptions pursuant to the tender offer ~~will~~rules beof ~~made~~the byU.S. Securities and Exchange Commission (the ~~Company.~~“SEC”) ~~The~~and ~~public~~file ~~shareholders~~tender ~~will~~offer bedocuments ~~entitled~~with tothe ~~redeem~~SEC ~~their Public~~prior ~~Shares~~to ~~for~~completing a ~~pro~~Business ~~rata~~Combination. ~~portion~~If, however, shareholder approval of the ~~amount~~transactions ~~then~~is inrequired by applicable law or stock exchange listing requirements, or the ~~Trust~~Company ~~Account~~decides ~~(initially~~to ~~$10.00~~obtain ~~per~~shareholder ~~Public~~approval ~~Share~~for business or other reasons, ~~plus~~the ~~any~~Company ~~pro~~will ~~rata~~offer ~~interest then~~to redeem shares in ~~the~~conjunction ~~Trust~~with ~~Account,~~a ~~net~~proxy ofsolicitation ~~permitted~~pursuant ~~withdrawals).~~to ~~There~~the ~~will~~proxy berules noand ~~redemption~~not ~~rights~~pursuant ~~upon~~to the ~~completion~~tender ofoffer rules. If the Company seeks shareholder approval in connection with a Business Combination ~~with~~, ~~respect~~the Sponsor has agreed to ~~the~~vote ~~Company’s~~any ~~warrants.~~Founder ~~The~~Shares (as defined in Note 5), Placement Shares and Public Shares ~~subject~~held toby ~~possible~~it ~~redemption~~in ~~were~~favor ~~recorded~~of atapproving a ~~redemption~~Business ~~value~~Combination. ~~and classified~~Additionally, aseach ~~temporary~~public ~~equity~~shareholder ~~upon~~may ~~the~~elect ~~completion~~to redeem their Public Shares, without voting, and if they do vote, irrespective of ~~the~~whether ~~Initial~~they ~~Public~~vote ~~Offering~~for inor ~~accordance~~against ~~with~~a ~~the~~proposed ~~Accounting~~Business ~~Standards~~Combination ~~Codification (“ASC”)~~or ~~Topic 480,~~if ~~“Distinguishing~~they ~~Liabilities~~vote ~~from~~at ~~Equity~~all.”

If Notwithstanding the ~~Company seeks shareholder approval~~foregoing, ~~it will proceed with a Business Combination only~~ if ~~it obtains~~ the approval by way of an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued ordinary shares who, being present and entitled to vote at a general meeting of the Company, ~~vote~~seeks atshareholder aapproval ~~general meeting~~ of ~~the Company. If~~ a ~~shareholder~~Business ~~vote~~Combination ~~is not required by applicable law or stock exchange listing requirements~~ and ~~the~~it ~~Company~~ does not ~~decide~~conduct toredemptions ~~hold~~pursuant ato ~~shareholder~~the ~~vote~~tender ~~for~~offer ~~business or other reasons~~rules, the Company ~~will,~~’s ~~pursuant to its~~ Amended and Restated Memorandum and Articles of Association, ~~conduct~~provide ~~the~~that ~~redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing~~ a ~~Business~~public ~~Combination. If, however,~~ shareholder ~~approval of the transactions is required by applicable law or stock exchange listing requirements~~, ortogether ~~the~~with ~~Company~~any ~~decides~~affiliate toof ~~obtain~~such shareholder ~~approval for business~~ or any other ~~reasons,~~person ~~the~~with ~~Company~~whom ~~will~~such ~~offer~~shareholder ~~to redeem~~is ~~shares~~acting in ~~conjunction~~concert ~~with~~or as a ~~proxy~~“group” ~~solicitation~~(as ~~pursuant~~defined tounder ~~the~~Section 13 ~~proxy~~of ~~rules and not pursuant to~~ the ~~tender~~Securities ~~offer rules. If the Company seeks shareholder approval in connection with a Business Combination~~Exchange Act of 1934, ~~the~~as ~~Sponsor~~amended ~~has agreed to vote any Founder Shares~~ (asthe ~~defined in Note~~“Exchange 5Act”)), ~~Placement~~will ~~Shares~~be ~~and~~restricted ~~Public~~from ~~Shares~~redeeming ~~held~~its byshares itwith inrespect ~~favor~~to ofmore ~~approving~~than aan ~~Business~~aggregate ~~Combination.~~of ~~Additionally,~~15% ~~each~~of ~~public shareholder~~the ~~may elect to redeem their~~ Public Shares, without ~~voting,~~the ~~and~~prior ifconsent ~~they do vote, irrespective~~ of ~~whether~~the ~~they~~Company. ~~vote~~The ~~for~~Company ormay ~~against a~~waive ~~proposed~~this ~~Business~~restriction ~~Combination~~in orits ifsole ~~they vote at all~~discretion.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the prior consent of the Company. The Company may waive this restriction in its sole discretion.6

~~The~~COHEN ~~Sponsor~~CIRCLE ~~and~~ACQUISITION Clear Street have agreed to waive (i) their redemption rights with respect to any Founder Shares and Placement Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and Placement Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activityCORP. However, the Sponsor will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period). Clear Street will have the same redemption rights as the Public Shareholders with respect to any Public Shares it acquires.II

~~The~~NOTES ~~Company~~TO ~~will~~CONDENSED ~~have~~FINANCIAL 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.STATEMENTS

6MARCH 31, 2026

~~COHEN CIRCLE ACQUISITION CORP. II~~(Unaudited)

~~NOTES~~ TOThe ~~CONDENSED~~Sponsor ~~FINANCIAL~~and ~~STATEMENTS~~Clear Street have agreed to waive (i) their redemption rights with respect to any Founder Shares and Placement Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and Placement Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. However, the Sponsor will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period). Clear Street will have the same redemption rights as the Public Shareholders with respect to any Public Shares it acquires.

~~SEPTEMBER~~ 30The Company will have 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed its initial Business Combination within such 24-month period) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, ~~2025~~the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to the deferred underwriting commission (~~Unaudited~~see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00 per share.

~~The~~ ~~underwriters~~In ~~have~~order to protect the amounts held in the Trust Account, the Sponsor has agreed to ~~waive~~be ~~their~~liable ~~rights~~to the Company if and to the ~~deferred~~extent ~~underwriting~~any ~~commission~~claims by a third party (~~see~~except ~~Note 6~~for the Company’s independent registered public accounting firm) ~~held~~for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account into below the ~~event~~lesser of (i) $10.00 per Public Share and (ii) the ~~Company~~actual ~~does not~~amount ~~complete~~per aPublic ~~Business~~Share ~~Combination~~held ~~within~~in the ~~Combination~~Trust ~~Period~~Account ~~and~~as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in ~~such~~the ~~event~~value of the trust assets, provided that such ~~amounts~~liability will benot ~~included~~apply ~~with~~to ~~the~~any ~~other~~claims ~~funds~~ by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account ~~that~~nor will beit ~~available~~apply to ~~fund~~any claims under the ~~redemption~~Company’s indemnity of the underwriters of the Initial Public ~~Shares~~Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). InMoreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such ~~distribution,~~third-party itclaims. ~~is possible~~The Company will seek to reduce the possibility that the ~~per~~Sponsor ~~share~~will ~~value~~have ofto indemnify the ~~assets~~Trust ~~remaining~~Account ~~available~~due to claims of creditors by endeavoring to have all vendors, service providers (except for ~~distribution~~the ~~will~~Company’s beindependent ~~less~~registered ~~than~~public ~~$10.00~~accounting ~~per~~firm), ~~share~~prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.7

~~Liquidity~~COHEN ~~and~~CIRCLE ~~Capital~~ACQUISITION ~~Resources~~CORP. II

AsNOTES ofTO ~~September~~CONDENSED ~~30,~~FINANCIAL 2025, the Company had cash of $1,751,613 held outside of the Trust Account and working capital of $1,825,625. The Company will use such funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.STATEMENTS

InMARCH ~~connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40~~31, “Presentation of Financial Statements - Going Concern,” as of September 30, 2025, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.2026

~~NOTE 2. SIGNIFICANT ACCOUNTING POLICIES~~(Unaudited)

~~Basis~~Liquidity ofand ~~Presentation~~Capital Resources

~~The~~ ~~accompanying~~As ~~unaudited condensed~~of ~~financial~~March ~~statements~~31, ~~have~~2026, ~~been~~the ~~prepared~~Company inhad ~~accordance~~cash ~~with~~of ~~accounting~~$1,456,830 ~~principles~~held ~~generally~~outside ~~accepted~~of in the ~~United~~Trust ~~States~~Account ~~of America (“GAAP”) for interim financial information~~ and inworking ~~accordance~~capital ~~with~~surplus ~~the~~of ~~instructions~~$1,519,842. toThe ~~Form~~Company ~~10-Q~~will ~~and~~use ~~Article~~such 8funds ~~of Regulation~~held ~~S-X~~outside of the ~~SEC.~~Trust ~~Certain~~Account ~~information~~primarily orto ~~footnote~~identify ~~disclosures~~and ~~normally~~evaluate ~~included~~target inbusinesses, ~~financial~~perform ~~statements~~business ~~prepared~~due indiligence ~~accordance with~~on ~~GAAP~~prospective ~~have~~target ~~been condensed or omitted~~businesses, ~~pursuant~~travel to ~~the rules~~ and ~~regulations~~from of the ~~SEC for interim financial reporting. Accordingly~~offices, ~~they~~ doplants ~~not~~or ~~include~~similar ~~all~~locations ~~the information and footnotes necessary for a complete presentation~~ of ~~financial~~prospective ~~position,~~target ~~results~~businesses ~~of operations,~~ or ~~cash~~their ~~flows.~~representatives Inor ~~the opinion of management~~owners, ~~the~~review ~~accompanying~~corporate ~~unaudited~~documents ~~condensed~~and ~~financial~~material ~~statements~~agreements ~~include all adjustments, consisting~~ of aprospective ~~normal~~target ~~recurring nature~~businesses, ~~which~~and ~~are necessary for a fair presentation of the financial position~~structure, ~~operating~~negotiate ~~results~~ and ~~cash~~complete ~~flows for~~a ~~the~~Business ~~periods presented~~Combination.

~~The~~ ~~accompanying~~To ~~unaudited condensed~~fund ~~financial~~working ~~statements~~capital, ~~should~~the beCompany ~~read~~has inpermitted ~~conjunction~~withdrawals ~~with~~from the ~~Company’s~~Trust ~~prospectus~~Account ~~for~~available ~~its~~up ~~Initial~~to ~~Public~~an ~~Offering~~annual aslimit ~~filed with~~of ~~the~~$400,000. ~~SEC~~These onpermitted ~~July~~withdrawals 1,are ~~2025,~~limited asto ~~well~~only as the ~~Company’s~~interest ~~Current~~available ~~Report~~that onhas ~~Form~~been ~~8-K,~~earned asin ~~filed~~excess ~~with~~of the ~~SEC~~initial ondeposit ~~July~~in 9,the ~~2025.~~Trust ~~The~~Account ~~interim results~~at ~~for~~the Initial Public Offering. For the three months ended March 31, 2026 and ~~nine~~for ~~months~~the year ended ~~September~~December 3031, 2025, ~~are~~the ~~not~~Company ~~necessarily~~withdrew ~~indicative~~$0 ofand ~~the~~$400,000 ~~results~~in tointerest befrom ~~expected~~the Trust Account for ~~the year~~working ~~ending~~capital ~~December~~purposes, 31respectively, ~~2025~~and orhas no further amounts available for ~~any~~permitted ~~future~~withdrawals ~~periods~~until July 2, 2026, which is the 1-year anniversary of the Initial Public Offering.

7In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” as of this filing, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

~~COHEN~~NOTE ~~CIRCLE~~2. ~~ACQUISITION~~SIGNIFICANT ~~CORP.~~ACCOUNTING IIPOLICIES

~~NOTES~~Basis TOof ~~CONDENSED FINANCIAL STATEMENTS~~Presentation

~~SEPTEMBER~~The 30accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, ~~2025~~pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~(Unaudited)~~The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 25, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.8

~~Use~~COHEN ofCIRCLE ~~Estimates~~ACQUISITION CORP. II

~~The~~NOTES ~~preparation~~TO ofCONDENSED ~~the~~FINANCIAL unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.STATEMENTS

~~Making~~MARCH ~~estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition~~31, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.2026

~~Cash and Cash Equivalents~~(Unaudited)

~~The~~Further, ~~Company~~Section 102(b)(1) of ~~considers~~the ~~all short-term~~JOBS ~~investments~~Act exempts emerging growth companies from being required to comply with annew ~~original~~or ~~maturity~~revised offinancial ~~three~~accounting ~~months~~standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or ~~less~~do ~~when~~not ~~purchased~~have a class of securities registered under the Exchange Act) are required to becomply ~~cash~~with ~~equivalents~~the new or revised financial accounting standards. The ~~Company~~JOBS ~~had~~Act ~~$1,751,613 and~~provides $0that ina ~~cash~~company can elect to opt out of the extended transition period and nocomply ~~cash~~with ~~equivalents~~the asrequirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of ~~September~~such ~~30,~~extended ~~2025~~transition period which means that when a standard is issued or revised and ~~December~~it 31has different application dates for public or private companies, ~~2024~~the Company, ~~respectively~~as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Marketable~~Use ~~Securities~~of ~~Held in Trust Account~~Estimates

AsThe preparation of ~~September 30, 2025, substantially all~~ the ~~assets~~unaudited ~~held~~condensed infinancial ~~the~~statements ~~Trust Account were held~~ in ~~money~~conformity ~~market~~with ~~funds,~~GAAP ~~which~~requires ~~are~~management ~~invested~~to ~~primarily~~make inestimates ~~Treasury~~and ~~securities. All~~assumptions ofthat ~~the~~affect ~~Company’s investments held in~~ the ~~Trust~~reported ~~Account~~amounts ~~are~~of ~~presented~~assets onand ~~the~~liabilities ~~accompanying~~and ~~balance~~disclosure ~~sheets at fair value at the end~~ of ~~each~~contingent ~~reporting~~assets ~~period. Gains~~ and ~~losses~~liabilities ~~resulting~~at ~~from~~ the ~~change~~date ~~in fair value~~ of ~~investments~~the ~~held~~unaudited incondensed ~~Trust~~financial ~~Account~~statements ~~are~~and ~~included in interest earned on marketable securities held in Trust Account in~~ the ~~accompanying~~reported ~~statements~~amounts of ~~operations.~~expenses ~~The~~during ~~estimated fair values of investments held in~~ the ~~Trust~~reporting ~~Account are determined using available market information~~period.

~~Offering~~Making ~~Costs~~estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~The~~Cash ~~Company complies with the requirements of the ASC 340-10-S99~~ and ~~SEC~~Cash Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Placement Units were charged to shareholders’ deficit as Public Warrants and Placement Warrants, after management’s evaluation, were accounted for under equity treatment.Equivalents

8 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,456,830 and $1,852,928 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

~~COHEN~~Marketable ~~CIRCLE~~Securities ~~ACQUISITION~~Held ~~CORP.~~in IITrust Account

~~NOTES~~As TOof ~~CONDENSED~~March ~~FINANCIAL~~31, ~~STATEMENTS~~2026 and December 31, 2025, substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities. All of the Company’s investments held in the Trust Account are presented on the accompanying condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~SEPTEMBER~~ 30To fund working capital, the Company has permitted withdrawals available up to an annual limit of $400,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit in the Trust Account at the Initial Public Offering. For the three months ended March 31, 2026 and for the year ended December 31, 2025, the Company withdrew $0 and $400,000 in interest from the Trust Account for working capital purposes, respectively, and has no further amounts available for permitted withdrawals until July 2, 2026, which is the 1-year anniversary of the Initial Public Offering.

~~(Unaudited)~~Offering Costs

~~Concentration~~The Company complies with the requirements of ~~Credit~~ASC ~~Risk~~340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Placement Units were charged to shareholders’ deficit as Public Warrants and Placement Warrants, after management’s evaluation, were accounted for under equity treatment.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.9

~~Income~~COHEN ~~Taxes~~CIRCLE ACQUISITION CORP. II

~~The~~NOTES ~~Company~~TO ~~accounts~~CONDENSED ~~for income~~FINANCIAL taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.STATEMENTS

~~ASC~~MARCH Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.2026

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.(Unaudited)

~~Fair~~Concentration ~~Value~~ of ~~Financial~~Credit ~~Instruments~~Risk

~~The~~ ~~fair~~Financial ~~value~~instruments ofthat potentially subject the Company~~’s assets~~ ~~and~~to ~~liabilities,~~concentrations ~~which~~of ~~qualify~~credit asrisk ~~financial~~consist ~~instruments~~of ~~under~~a ~~ASC 820~~cash account in a financial institution, ~~“Fair~~which, ~~Value~~at ~~Measurement~~times,” ~~approximates~~ may exceed the ~~carrying~~Federal ~~amounts~~Deposit ~~represented~~Insurance inCorporation ~~the~~coverage ~~balance~~limit ~~sheets~~of $250,000. ~~primarily~~Any ~~due~~loss incurred or a lack of access to ~~their~~such ~~short-term~~funds ~~nature~~could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

~~Warrant~~Income ~~Instruments~~Taxes

The Company ~~accounted~~accounts for ~~the~~ ~~Public~~income ~~and~~taxes ~~Placement~~under ~~Warrants~~ASC ~~issued~~Topic 740, in“Income ~~connection~~Taxes,” ~~with~~which ~~the~~requires ~~Initial~~an ~~Public~~asset ~~Offering~~ and ~~the~~liability ~~private~~approach ~~placement~~to infinancial ~~accordance~~accounting ~~with the~~and ~~guidance~~reporting ~~contained~~for inincome ~~FASB~~taxes. ~~ASC~~Deferred ~~Topic~~income ~~815,~~tax ~~“Derivatives~~assets and ~~Hedging”,~~liabilities ~~whereby~~are ~~under~~computed ~~that~~for ~~provision,~~differences between the ~~warrants~~financial ~~that do~~statement ~~not~~and ~~meet~~tax ~~the~~bases ~~criteria~~of ~~for~~assets ~~equity~~and ~~treatment~~liabilities ~~must~~that bewill ~~recorded~~result asin ~~liability.~~future ~~Accordingly,~~taxable ~~the~~or ~~Company~~deductible ~~evaluated~~amounts, ~~and~~based ~~classified~~on ~~the~~enacted ~~warrant instruments~~tax ~~under~~laws ~~equity~~and ~~treatment~~rates atapplicable ~~their~~to ~~assigned~~the ~~value.~~periods ~~Such~~in ~~guidance~~which ~~provides that~~ the ~~warrants~~differences ~~described~~are ~~above~~expected ~~will~~to ~~not~~affect betaxable ~~precluded from equity classification~~income. ~~Equity-classified~~Valuation ~~contracts~~allowances are ~~initially~~established, ~~measured~~when atnecessary, ~~fair~~to ~~value~~reduce ~~(or~~deferred ~~allocated~~tax ~~value).~~assets ~~Subsequent~~to ~~changes in fair value are not recognized as long as~~ the ~~contracts~~amount ~~continue~~expected to be ~~classified in equity in accordance with ASC 480 and ASC 815~~realized.

9 ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~COHEN~~The ~~CIRCLE~~Company ~~ACQUISITION~~is ~~CORP~~considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. IIAs such, the Company’s tax provision was zero for the periods presented.

~~NOTES~~Fair TOValue ~~CONDENSED~~of ~~FINANCIAL~~Financial ~~STATEMENTS~~Instruments

~~SEPTEMBER~~The 30fair value of the Company’s assets and liabilities, ~~2025~~which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

~~(Unaudited)~~Warrant Instruments

~~Derivative~~The ~~Financial~~Company ~~Instruments~~accounted for the Public and Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering. On July 2, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.10

~~Class~~COHEN ACIRCLE ~~Shares~~ACQUISITION ~~Subject~~CORP. ~~to Possible Redemption~~II

~~The~~NOTES ~~Public~~TO ~~Shares~~CONDENSED ~~contain a~~FINANCIAL redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:STATEMENTS

Gross proceeds	$	253,000,000
Less:
Proceeds allocated to Public Warrants		(2,024,000	)
Class A ordinary shares issuance costs		(15,611,030	)
Plus:
Remeasurement of carrying value to redemption value		20,220,168
Class A Ordinary Shares subject to possible redemption, September 30, 2025	$	255,585,138

MARCH 31, 2026

~~Net Income per Ordinary Share~~(Unaudited)

~~The~~Derivative ~~Company~~Financial complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from net income per Ordinary Share as the redemption value approximates fair value.Instruments

The ~~calculation~~Company ofevaluates ~~diluted income~~its ~~per~~financial ~~Ordinary~~instruments ~~Share~~to ~~does~~determine ~~not~~if ~~consider~~such ~~the~~instruments ~~effect~~are ofderivatives ~~the~~or ~~Warrants~~contain ~~issued~~features that qualify as embedded derivatives in ~~connection~~accordance with ~~the~~ASC ~~(i)~~Topic ~~Initial~~815, ~~Public~~“Derivatives ~~Offering~~and Hedging.” For derivative financial instruments that are accounted for as liabilities, ~~(ii)~~ the ~~exercise~~derivative ofinstrument is initially recorded at its fair value on the ~~over-allotment~~grant ~~option~~date and ~~(iii)~~is ~~Private~~then ~~Placement~~re-valued at each reporting date, ~~since~~with changes in the ~~average~~fair ~~price~~value ofreported in the ~~Ordinary~~unaudited ~~Shares~~condensed ~~for~~statements ~~the~~of ~~nine~~operations. ~~months ended~~The ~~September~~classification 30of derivative instruments, ~~2025~~including ~~was~~whether ~~less~~such ~~than~~instruments ~~the~~should ~~exercise~~be ~~price~~recorded ~~and~~as ~~therefore~~liabilities or as equity, is evaluated at the ~~inclusion~~end of ~~such~~each ~~Warrants~~reporting ~~under~~period. Derivative liabilities are classified in the ~~Treasury~~condensed ~~stock~~balance ~~method would~~sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be ~~anti~~required within 12 months of the condensed balance sheet date. The underwriters’ over-~~dilutive~~allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the ~~exercise~~time isof ~~contingent~~the ~~upon~~Initial Public Offering. On July 2, 2025, the ~~occurrence~~underwriters exercised their over-allotment option in full as part of ~~future~~the ~~events~~closing of the Initial Public Offering.

10Class A Shares Subject to Possible Redemption

~~COHEN~~The ~~CIRCLE~~Public ~~ACQUISITION~~Shares ~~CORP~~contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. IIIn accordance with FASB ASC Topic 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

~~NOTES~~As TOof ~~CONDENSED~~March ~~FINANCIAL~~31, ~~STATEMENTS~~2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

SEPTEMBER 30, 2025

Gross proceeds	$	253,000,000
Less:
Proceeds allocated to Public Warrants		(2,024,000	)
Class A ordinary shares issuance costs		(15,611,030	)
Plus:
Remeasurement of carrying value to redemption value		22,285,343
Class A Ordinary Shares subject to possible redemption, December 31, 2025	$	257,650,313
Plus:
Remeasurement of carrying value to redemption value		2,265,503
Class A Ordinary Shares subject to possible redemption, March 31, 2026	$	259,915,816

~~(Unaudited)~~11

~~The~~COHEN ~~following~~CIRCLE ~~tables~~ACQUISITION ~~reflect the~~CORP. ~~calculation of basic and diluted net income per Ordinary Share:~~II

	For the Three Months Ended September 30, 2025				For the Nine Months Ended September 30, 2025
	Class A		Class B		Class A		Class B
Basic net income per ordinary share
Numerator:
Allocation of net income	$	1,705,530	$	574,025	$	1,165,496	$	1,074,491
Denominator:
Basic weighted average shares outstanding		25,734,066		8,661,245		8,609,559		7,937,304
Basic net income per ordinary share	$	0.07	$	0.07	$	0.14	$	0.14

NOTES TO CONDENSED FINANCIAL STATEMENTS

	For the Three Months Ended September 30, 2025				For the Nine Months Ended September 30, 2025
	Class A		Class B		Class A		Class B
Diluted net income per ordinary share
Numerator:
Allocation of net income	$	1,704,930	$	574,625	$	1,165,211	$	1,074,776
Denominator:
Diluted weighted average shares outstanding		25,734,066		8,673,333		8,609,559		7,941,348
Diluted net income per ordinary share	$	0.07	$	0.07	$	0.14	$	0.14

MARCH 31, 2026

~~Recent Accounting Pronouncements~~(Unaudited)

In Net ~~November~~Income ~~2023, the FASB issued ASU 2023-07, “Segment Reporting~~ (~~Topic 280~~Loss): ~~Improvements~~per toOrdinary Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on December 4, 2024, its date of incorporation.Share

~~Management~~The ~~does~~Company ~~not~~complies ~~believe that~~with ~~any~~accounting ~~other~~and ~~recently~~disclosure ~~issued,~~requirements ~~but~~of ~~not~~FASB ~~yet~~ASC ~~effective~~Topic 260, ~~accounting~~“Earnings ~~standards,~~Per ifShare.” ~~currently~~Income ~~adopted,~~and ~~would~~losses ~~have~~are ashared ~~material~~pro ~~effect~~rata onamong the ~~Company’s~~ ~~financial~~outstanding ~~statements~~shares. Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from net income (loss) per Ordinary Share as the redemption value approximates fair value.

~~NOTE~~The 3.calculation ~~INITIAL~~of ~~PUBLIC~~diluted ~~OFFERING~~net income (loss) per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the Ordinary Shares for the three months ended March 31, 2026 was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events.

InThe ~~the~~following ~~Initial~~tables ~~Public~~reflect ~~Offering on July 2, 2025,~~ the ~~Company~~calculation ~~sold 25,300,000 Units, which included the full exercise by the underwriters~~ of ~~their~~basic ~~over-allotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Public Share~~ and ~~one-fourth~~diluted ofnet ~~one~~income ~~redeemable Public~~(loss) ~~Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50~~ per ~~share, subject~~Ordinary ~~to adjustment (see Note 7).~~Share:

	For the Three Months Ended March 31, 2026				For the Three Months Ended March 31, 2025
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	1,399,225	$	466,408	$	—	$	(5,420	)

Denominator:
Basic weighted average shares outstanding		26,020,000		8,673,333		—		7,573,333
Basic and diluted net income (loss) per ordinary share	$	0.05	$	0.05	$	—	$	(0.00	)

~~COHEN~~Recent ~~CIRCLE~~Accounting ~~ACQUISITION CORP. II~~Pronouncements

~~NOTES~~Management TOdoes ~~CONDENSED~~not ~~FINANCIAL~~believe ~~STATEMENTS~~that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~SEPTEMBER~~NOTE ~~30,~~3. ~~2025~~INITIAL PUBLIC OFFERING

In the Initial Public Offering on July 2, 2025, the Company sold 25,300,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Public Share and one-fourth of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (~~Unaudited~~see Note 7).

~~NOTE 4. PRIVATE PLACEMENT~~12

~~Simultaneously~~COHEN ~~with~~CIRCLE ~~the~~ACQUISITION ~~closing of the Initial Public Offering, Cohen Circle Sponsor II, LLC and Clear Street purchased an aggregate of 720,000 Placement Units at a price of $10~~CORP.00 ~~per Placement Unit, for an aggregate purchase price of $7,200,000, of which 445,000 Placement Units were purchased by Cohen Circle Sponsor~~ II, LLC and 275,000 Placement Units were purchased by Clear Street, in a private placement. Each Placement Unit consists of one Placement Share and one-fourth of one Placement Warrant. Each whole Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will expire worthless.

~~NOTE~~NOTES 5.TO ~~RELATED~~CONDENSED ~~PARTY~~FINANCIAL ~~TRANSACTIONS~~STATEMENTS

~~Founder~~MARCH ~~Shares~~31, 2026

~~On December 4, 2024, Cohen Circle Sponsor II, LLC paid $25,000 to cover certain offering costs of the Company and became a holder of 1 Class B ordinary share~~ (~~the “Founder Shares”~~Unaudited). On March 25, 2025 the Company cancelled the one Founder Share and issued 8,655,000 Founder Shares to Cohen Circle Sponsor II, LLC. In May 2025, the Company issued an additional 18,333 Founder Shares to Cohen Circle Sponsor II, LLC, for a total of 8,673,333. All share and per share information has been retroactively presented. The Founder Shares included an aggregate of up to 1,100,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 25% of the Company’s issued and outstanding shares after the Initial Public Offering and the private placement. On July 2, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 Founder Shares are no longer subject to forfeiture.

~~The~~NOTE Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the Business Combination; and (B) subsequent to the Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $124.00 ~~per~~PRIVATE share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property.PLACEMENT

~~Administrative~~ ~~Support~~Simultaneously ~~Agreement~~with the closing of the Initial Public Offering, Cohen Circle Sponsor II, LLC and Clear Street purchased an aggregate of 720,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $7,200,000, of which 445,000 Placement Units were purchased by Cohen Circle Sponsor II, LLC and 275,000 Placement Units were purchased by Clear Street, in a private placement. Each Placement Unit consists of one Placement Share and one-fourth of one Placement Warrant. Each whole Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will expire worthless.

~~The~~NOTE Company entered into an agreement with Cohen Circle Sponsor II, LLC, commencing on June 30, 2025, through the earlier of the Company’s consummation of its initial Business Combination and its liquidation, to pay Cohen Circle Sponsor II, LLC or its affiliate or designee, the sum of $30,000 per month for office space, utilities, and shared personnel support services as may be reasonably requested by the Company5. ~~For the~~RELATED ~~three~~PARTY and nine months ended September 30, 2025, the Company incurred and paid $90,000, of which such amount is recorded within general and administrative fees on the accompanying condensed statements of operations.TRANSACTIONS

~~Service~~Founder ~~Agreement~~Shares

~~The~~ ~~Company~~On ~~has~~December ~~agreed~~4, ~~commencing on~~2024, ~~June~~Cohen 30Circle Sponsor II, ~~2025~~LLC paid $25,000 ~~through~~to ~~the~~cover ~~earlier~~certain offering costs of the Company’s ~~consummation~~and ofbecame a ~~Business~~holder ~~Combination~~of orone ~~its~~Class ~~liquidation,~~B toordinary ~~pay~~share ~~its~~(the ~~Chief Financial~~“Founder ~~Officer~~Shares”). upOn toMarch ~~$12~~25,~~500~~ ~~per~~2025, ~~month.~~the ~~For~~Company cancelled the ~~three~~one Founder Share and ~~nine~~issued ~~months~~8,655,000 ~~ended~~Founder ~~September~~Shares 30to Cohen Circle Sponsor II, LLC. In May 2025, the Company ~~incurred~~issued ~~$12~~an additional 18,~~500~~333 Founder Shares to Cohen Circle Sponsor II, LLC, for a total of ~~these fees~~8,673,333. All share and ~~paid~~per $9share information has been retroactively presented. The Founder Shares included an aggregate of up to 1,~~833~~100,000 ofshares ~~which~~subject ~~such~~to ~~amount~~forfeiture isto ~~recorded~~the ~~within~~extent ~~general~~that ~~and~~the ~~administrative~~underwriters’ ~~fees~~over-allotment onoption was not exercised in full or in part, so that the ~~accompanying~~number ~~condensed~~of ~~statements~~ Founder Shares will equal 25% of ~~operations~~the Company’s issued and $outstanding shares after the Initial Public Offering and the private placement. On July 2,~~667~~ is2025, ~~accrued~~the ~~within~~underwriters ~~accrued~~exercised ~~expenses~~their onover-allotment option in full as part of the ~~accompanying~~closing ~~condensed~~of ~~balance~~the ~~sheets~~Initial Public Offering. As such, the 1,100,000 Founder Shares are no longer subject to forfeiture.

~~Promissory~~ ~~Note~~The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) —one year after the completion of the Business Combination; and (B) ~~Related~~subsequent ~~Party~~to the Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

OnAdministrative ~~March 20,~~Support 2025, the Company issued an unsecured promissory note to Cohen Circle Sponsor II, LLC (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering. As of September 30, 2025 and December 31, 2024, the Company had no outstanding borrowings under the Promissory Note. On July 2, 2025, the Company had a balance of $136,753 under the Promissory Note and repaid the total outstanding balance of the Promissory Note in connection with the Initial Public Offering. Borrowings under the Promissory Note are no longer available.Agreement

12 The Company entered into an agreement with Cohen Circle Sponsor II, LLC, commencing on July 1, 2025, through the earlier of the Company’s consummation of its initial Business Combination or its liquidation, to pay Cohen Circle Sponsor II, LLC or its affiliate or designee, the sum of $30,000 per month for office space, utilities, and shared personnel support services as may be reasonably requested by the Company. For the three months ended March 31, 2026 and 2025, the Company incurred and paid $90,000 and $0, respectively, of which such amount is recorded within general and administrative fees on the accompanying unaudited condensed statements of operations.

~~COHEN~~Service ~~CIRCLE ACQUISITION CORP. II~~Agreement

~~NOTES~~ TOThe ~~CONDENSED~~Company ~~FINANCIAL~~has ~~STATEMENTS~~agreed, commencing on June 30, 2025, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay its Chief Financial Officer up to $12,500 per month. For the three months ended March 31, 2026, the Company incurred $37,500 of these fees and are recorded within general and administrative fees on the accompanying unaudited condensed statements of operations. Of these fees $25,000 was paid and $42,833 is recorded within accrued expenses on the accompanying condensed balance sheets, which includes $5,333 which is unpaid from prior year. For the three months ended March 31, 2025, no expenses were incurred.

~~SEPTEMBER 30, 2025~~13

~~(Unaudited)~~COHEN CIRCLE ACQUISITION CORP. II

~~Related~~NOTES ~~Party~~TO ~~Loans~~CONDENSED FINANCIAL STATEMENTS

InMARCH addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company additional funds to fund additional working capital requirements and transaction costs (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. As of September 30, 2025 and December 31, ~~2024, there were no amounts outstanding under the Working Capital Loans.~~2026

~~NOTE 6. COMMITMENTS AND CONTINGENCIES~~ (Unaudited)

~~Risks~~Promissory ~~and~~Note — Related ~~Uncertainties~~Party

~~The~~ ~~United States~~On ~~and global~~March ~~markets~~20, ~~are~~2025, ~~experiencing volatility and disruption following~~ the ~~geopolitical~~Company ~~instability~~issued ~~resulting~~an ~~from~~unsecured ~~the~~promissory ~~ongoing~~note ~~Russia-Ukraine conflict and the Israel-Hamas conflict. In response~~ to ~~the~~Cohen ~~ongoing~~Circle ~~Russia-Ukraine~~Sponsor ~~conflict~~II, ~~the~~LLC ~~North Atlantic Treaty Organization~~ (the “~~NATO~~Promissory Note”) ~~deployed~~, ~~additional~~pursuant ~~military forces~~ to ~~eastern~~which ~~Europe, and~~ the ~~United States,~~Company ~~the~~could ~~United~~borrow ~~Kingdom,~~up ~~the~~to ~~European~~an ~~Union~~aggregate ~~and~~principal ~~other~~amount ~~countries have~~of ~~announced~~$300,000. ~~various~~The ~~sanctions~~Promissory ~~and~~Note ~~restrictive~~was ~~actions~~non-interest ~~against~~bearing ~~Russia, Belarus~~ and ~~related~~payable ~~individuals~~on ~~and entities, including~~ the ~~removal~~ earlier of ~~certain~~(i) ~~financial~~March ~~institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries~~31, ~~including~~2026 ~~the United States, have also provided and may continue to provide military aid~~ or ~~other~~(ii) ~~assistance~~the toconsummation ~~Ukraine and~~of tothe ~~Israel,~~Initial ~~increasing~~Public ~~geopolitical tensions among a number of nations~~Offering. ~~The~~As ~~invasion~~ of ~~Ukraine~~March by31, ~~Russia~~2026 and ~~the~~December ~~Israel-Hamas~~31, ~~conflict and~~2025, the ~~resulting~~Company ~~measures~~had ~~that~~no ~~have~~outstanding ~~been~~borrowings ~~taken,~~under ~~and~~the ~~could~~Promissory beNote. ~~taken~~On inJuly ~~the future~~2, ~~by NATO~~2025, the ~~United States,~~Company ~~the~~had ~~United~~a ~~Kingdom, the~~balance ~~European~~of ~~Union~~$136,753 ~~Israel~~under ~~and~~the ~~its~~Promissory ~~neighboring~~Note ~~states~~ and ~~other~~repaid ~~countries have created global security concerns that could have a lasting impact on regional and global economies. Although~~ the ~~length~~total ~~and~~outstanding ~~impact~~balance of the ~~ongoing~~Promissory ~~conflicts~~Note ~~are highly unpredictable, they could lead to market disruptions, including significant volatility~~ in ~~commodity~~connection ~~prices,~~with ~~credit~~the ~~and~~Initial ~~capital~~Public ~~markets, as well as supply chain interruptions and increased cyberattacks against U~~Offering.~~S. companies.~~ ~~Additionally,~~Borrowings ~~any~~under ~~resulting sanctions could adversely affect~~ the ~~global~~ ~~economy~~Promissory ~~and~~Note ~~financial~~are ~~markets~~no ~~and~~longer ~~lead to instability and lack of liquidity in capital markets~~available.

~~Any~~Related ofParty the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.Loans

~~Registration~~ ~~Rights~~In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company additional funds to fund additional working capital requirements and transaction costs (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. As of March 31, 2026 and December 31, 2025, there were no amounts outstanding under the Working Capital Loans.

~~The~~NOTE holders of the Founder Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A ordinary shares issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement signed on June 30, 2025, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares)6. ~~These~~COMMITMENTS ~~holders will~~AND be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Notwithstanding the foregoing, Clear Street may not exercise its demand and piggyback registration rights after five (5) and seven (7) years from the commencement of sales of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.CONTINGENCIES

~~Underwriting~~Risks ~~Agreement~~and Uncertainties

The ~~Company~~United States ~~granted~~and global markets are experiencing volatility and disruption following the ~~underwriters a~~geopolitical ~~45-day~~instability ~~option~~resulting from the ~~date~~ongoing ofRussia-Ukraine conflict and the ~~Initial~~Middle ~~Public~~East ~~Offering~~conflict. In response to ~~purchase~~the upongoing toRussia-Ukraine 3conflict,~~300,000~~ the North Atlantic Treaty Organization (“NATO”) deployed additional ~~Units~~ military forces to ~~cover~~eastern ~~over-allotments~~Europe, if ~~any~~and the United States, atthe United Kingdom, the ~~Initial~~European ~~Public~~Union ~~Offering~~and ~~price~~other ~~less~~countries ~~the~~have ~~underwriting~~announced ~~discounts~~various sanctions and ~~commissions.~~restrictive Onactions ~~July~~against 2Russia, ~~2025~~Belarus and related individuals and entities, including the ~~underwriters~~removal ~~elected~~ of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to ~~fully~~provide ~~exercise~~military ~~their~~aid ~~over-allotment~~or ~~option~~other assistance to ~~purchase~~Ukraine anand ~~additional~~to 3Israel,~~300~~ increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Middle East conflict and the resulting measures that have been taken,~~000~~ ~~Units~~and atcould be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a ~~price~~lasting impact on regional and global economies. Although the length and impact of ~~$10~~the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.00S. companies. ~~per~~Additionally, ~~Unit~~any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

13Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Middle East conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

~~COHEN CIRCLE ACQUISITION CORP. II~~14

~~NOTES~~COHEN CIRCLE TOACQUISITION ~~CONDENSED~~CORP. ~~FINANCIAL STATEMENTS~~II

~~SEPTEMBER~~NOTES ~~30,~~TO ~~2025~~CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~MARCH 31, 2026

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit or $4,400,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of (iUnaudited) $0.40 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $8,800,000 and (ii) $0.60 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $1,980,000. The deferred commissions will be released to Clear Street for its own account concurrently with completion of an initial Business Combination, but such deferred commissions shall be due and payable, with respect to up to 75% of such deferred commissions, in the Company’s sole discretion.

~~NOTE~~Registration ~~7. SHAREHOLDERS’ DEFICIT~~Rights

~~Preference~~The holders of the Founder Shares, Placement Units —(including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any Class ~~The Company~~A isordinary ~~authorized~~shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A ordinary shares issuable upon conversion of the Founder Shares, are entitled to ~~issue~~registration 5rights pursuant to a registration rights agreement signed on June 30,~~000~~ 2025,~~000~~ ~~preference~~requiring ~~shares~~the ~~with~~Company ato ~~par~~register ~~value~~such securities for resale (in the case of $0the Founder Shares, only after conversion to Class A ordinary shares).~~0001~~ ~~per~~These ~~share~~holders ~~with~~will be entitled to make up to three demands, excluding short form registration demands, that the Company register such ~~designations~~securities for sale under the Securities Act. In addition, ~~voting~~these ~~and~~holders ~~other~~ will have piggyback registration rights to include such securities in other registration statements filed by the Company and ~~preferences~~rights asto ~~may~~require bethe ~~determined~~Company ~~from~~to ~~time~~register for resale such securities pursuant to ~~time~~Rule 415 byunder the Securities Act. However, the registration rights agreement provides that the Company’s ~~board~~will not permit any registration statement filed under the Securities Act to become effective until termination of ~~directors~~the applicable lock-up period. AsThe ofregistration ~~September~~rights 30agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Notwithstanding the foregoing, ~~2025~~Clear Street may not exercise its demand and ~~December~~ ~~31,~~piggyback ~~2024,~~registration ~~there~~rights ~~were~~after nofive ~~preference~~(5) and ~~shares~~seven (7) years ~~issued~~from orthe ~~outstanding~~commencement of sales of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Class A~~Underwriting Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2025, there were 720,000 Class A ordinary shares issued and outstanding, excluding 25,300,000 Class A ordinary shares subject to possible redemption. At December 31, 2024, there were no shares of Class A ordinary shares issued or outstanding.Agreement

~~Class B~~ ~~Ordinary Shares —~~ The Company isgranted ~~authorized~~the underwriters a 45-day option from the date of the Initial Public Offering to ~~issue~~purchase 50up to 3,~~000~~300,000 ~~Class~~additional Units Bto ~~ordinary~~cover ~~shares~~over-allotments, ~~with~~if aany, ~~par~~at ~~value~~the ofInitial ~~$0.0001 per~~Public ~~share.~~Offering ~~Holders~~price ofless ~~Class B~~the ~~ordinary~~underwriting ~~shares~~discounts ~~are~~and ~~entitled~~commissions. toOn ~~one~~July ~~vote~~2, ~~for~~2025, ~~each~~the ~~share.~~underwriters Aselected ofto ~~September~~fully ~~30,~~exercise ~~2025~~their ~~and~~over-allotment ~~December~~option ~~31, 2024,~~to ~~there~~purchase ~~were~~an 8additional 3,~~673~~300,~~333~~000 ~~and~~Units 1at ~~Class~~a Bprice ~~ordinary~~of ~~shares~~$10.00 ~~issued~~per ~~and outstanding, respectively~~Unit.

~~Holders~~ The underwriters were entitled to a cash underwriting discount of ~~Class B~~$0.20 ~~ordinary shares~~per ~~will~~Unit ~~vote~~or on$4,400,000 in the ~~appointment~~aggregate, paid upon the closing of ~~directors~~the ~~prior~~Initial toPublic Offering. In addition, the ~~consummation~~underwriters ofare entitled to a ~~Business~~deferred ~~Combination~~fee of (i) $0.40 ~~Holders~~per Unit of ~~Class A~~the ~~ordinary shares~~gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $8,800,000 and ~~Class B~~(ii) ~~ordinary~~$0.60 ~~shares~~per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $1,980,000. The deferred commissions will ~~vote~~be ~~together~~released asto aClear ~~single~~Street ~~class~~for onits ~~all~~own ~~other~~account ~~matters~~concurrently ~~submitted~~with completion of an initial Business Combination, but such deferred commissions shall be due and payable, with respect to aup ~~vote~~to 75% of ~~shareholders except~~such asdeferred ~~required~~commissions, byin ~~law~~the Company’s sole discretion.

~~The~~NOTE Class B ordinary shares will automatically convert into Class A ordinary shares in connection with the consummation of a Business Combination, or at any time and from time to time at the option of the holders thereof, on a one-for-one basis, subject to adjustment7. InSHAREHOLDERS’ the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of all ordinary shares outstanding upon completion of the Initial Public Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company).DEFICIT

~~Warrants~~ Preference Shares — ~~As of~~The ~~September~~Company ~~30,~~is ~~2025~~authorized ~~and~~to ~~December~~issue 315, ~~2024~~000, ~~there were 6,505,~~000 ~~and~~preference noshares ~~Warrants~~with ~~issued and outstanding, respectively. Public Warrants may only be exercised for~~ a ~~whole~~par ~~number~~value of ~~shares~~$0.0001 Noper ~~fractional~~share ~~warrants~~with ~~will~~such bedesignations, ~~issued~~voting ~~upon~~and ~~separation~~other ofrights ~~the Units~~ and ~~only whole~~preferences ~~warrants~~as ~~will~~may ~~trade.~~be ~~The~~determined ~~Public~~from ~~Warrants~~time ~~will~~to ~~become~~time ~~exercisable~~by on the ~~later~~Company’s ofboard ~~30 days after the completion~~ of adirectors. ~~Business Combination~~As ~~and 12 months from the closing~~ of ~~the~~March ~~Initial~~31, ~~Public~~2026 ~~Offering.~~and ~~The~~December ~~Public~~31, ~~Warrants~~2025, ~~will~~there ~~expire~~were ~~five years~~no ~~after the~~preference ~~completion~~shares ofissued ~~a Business Combination~~ or ~~earlier upon redemption or liquidation~~outstanding.

Class A Ordinary Shares — The Company ~~will~~is ~~not~~authorized ~~be obligated~~ to ~~deliver~~issue ~~any~~500,000,000 Class A ordinary shares ~~pursuant~~with toa ~~the~~par ~~exercise~~value of a$0.0001 ~~warrant~~per ~~and~~share. ~~will~~Holders ~~have~~of ~~no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the~~ Class A ordinary shares ~~underlying~~are ~~the~~entitled ~~warrants is then effective and a prospectus relating thereto is current, subject~~ to ~~the~~one ~~Company~~vote ~~satisfying~~for ~~its~~each ~~obligations with respect to registration~~share. No ~~warrant~~As ~~will~~of beMarch ~~exercisable~~31, 2026 and ~~the~~December ~~Company~~31, ~~will~~2025, ~~not~~there bewere ~~obligated~~720,000 ~~to issue any~~ Class A ordinary shares ~~upon~~issued ~~exercise~~and ofoutstanding, aexcluding ~~warrant unless~~25,300,000 ~~the~~Class ~~issuance~~A ofordinary ~~the~~ shares ~~upon~~subject ~~such~~to ~~exercise~~possible ~~is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available~~redemption.

1415

COHEN CIRCLE ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(Unaudited)

~~The~~ ~~Company~~Class B ~~has~~Ordinary ~~agreed that as soon as practicable, but in no event later than 20~~Shares ~~business~~— ~~days~~The ~~after the closing of a Business Combination, the~~ Company ~~will~~ ~~use~~is ~~its~~authorized ~~best efforts~~ to ~~file,~~issue ~~and within 60 business days following a Business Combination to have declared effective~~50, a000,000 ~~registration statement covering the~~ Class AB ordinary shares ~~issuable~~with ~~upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and~~ a ~~current~~par ~~prospectus relating~~value ~~thereto, until the expiration~~ of ~~the~~$0.0001 ~~warrants~~per inshare. ~~accordance~~Holders ~~with the provisions~~ of ~~the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the~~ Class AB ordinary shares ~~issuable~~are ~~upon~~entitled ~~exercise~~to ofone ~~the~~vote ~~warrants~~for iseach ~~not~~share. ~~effective within~~As ~~a specified period following the consummation~~ of aMarch ~~Business Combination~~31, ~~warrant~~2026 ~~holders may, until such time as there is an effective registration statement~~ and ~~during~~December ~~any period when the Company shall have failed to maintain an effective registration statement~~31, ~~exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act~~2025, ~~provided~~there ~~that~~were ~~such exemption is available. If that exemption~~8, ~~or another exemption~~673,333 isClass ~~not~~B ~~available,~~ordinary ~~holders~~shares ~~will~~issued ~~not~~and ~~be able to exercise their warrants on a cashless basis~~outstanding.

~~Redemption~~Holders of ~~warrants when~~Class B ordinary shares will vote on the ~~price~~appointment ~~per~~of directors prior to the consummation of a Business Combination. Holders of Class A ordinary ~~share~~shares ~~equals~~and orClass B ~~exceeds~~ordinary ~~$18.00.~~shares ~~Once~~will ~~the~~vote ~~Warrants~~together ~~become~~as ~~exercisable,~~a ~~the~~single ~~Company~~class ~~may~~on ~~redeem the~~all ~~Warrants:~~other matters submitted to a vote of shareholders except as required by law.

● The Class B ordinary shares will automatically convert into Class A ordinary shares in ~~whole~~connection with the consummation of a Business Combination, or at any time and ~~not~~from time to time at the option of the holders thereof, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in ~~part;~~excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of all ordinary shares outstanding upon completion of the Initial Public Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

● atWarrants — As of March 31, 2026 and December 31, 2025, there were 6,505,000 Warrants issued and outstanding. Public Warrants may only be exercised for a ~~price~~whole number of $0shares.01 ~~per~~No ~~warrant;~~fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of 30 days after the completion of a Business Combination and 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

●The ~~upon~~Company will not ~~less~~be ~~than~~obligated 30to ~~days’~~deliver ~~prior~~any ~~written~~Class A ~~notice~~ordinary shares pursuant to the exercise of ~~redemption~~a warrant and will have no obligation to ~~each~~settle such warrant ~~holder;~~exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

● ~~if,~~The ~~and~~Company ~~only~~has ifagreed that as soon as practicable, but in no event later than 20 business days after the closing ~~price~~ of a Business Combination, the Company’s ~~Class~~will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares ~~equals~~issuable orupon ~~exceeds~~exercise ~~$18~~of the warrants.00 ~~per~~The ~~share~~Company ~~(as~~will ~~adjusted~~use ~~for~~its ~~share~~best ~~subdivisions~~efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, ~~share~~and ~~capitalizations~~a current prospectus relating thereto, ~~reorganizations~~until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, ~~recapitalizations~~if ~~and~~a registration statement covering the ~~like)~~Class A ~~for~~ordinary ~~any~~shares 20issuable ~~trading~~upon ~~days~~exercise of the warrants is not effective within a ~~30-trading~~specified ~~day~~ period ~~ending~~following onthe consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the ~~third~~Company ~~trading~~shall ~~day~~have ~~prior~~failed to ~~the~~maintain ~~date~~an effective registration statement, exercise warrants on ~~which~~a cashless basis pursuant to the ~~notice~~exemption provided by Section 3(a)(9) of ~~redemption~~the Securities Act, provided that such exemption is ~~given~~available. toIf ~~the~~that ~~warrant~~exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.16

InCOHEN CIRCLE ~~addition,~~ACQUISITION if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9CORP.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.II

~~The~~NOTES ~~Placement~~TO ~~Warrants~~CONDENSED ~~are identical~~FINANCIAL to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and are non-redeemable.STATEMENTS

15MARCH 31, 2026

~~COHEN CIRCLE ACQUISITION CORP. II~~(Unaudited)

~~NOTES~~ TORedemption ~~CONDENSED~~of ~~FINANCIAL~~warrants ~~STATEMENTS~~when the price per Class A ordinary share equals or exceeds $18.00. Once the Warrants become exercisable, the Company may redeem the Warrants:

~~SEPTEMBER~~● ~~30,~~in ~~2025~~whole and not in part;

~~(Unaudited)~~● at a price of $0.01 per warrant;

~~NOTE~~● 8.upon ~~FAIR~~not ~~VALUE~~less ~~MEASUREMENTS~~than 30 days’ prior written notice of redemption to each warrant holder; and

~~Fair~~● ~~value~~if, isand ~~defined~~only asif, the closing price ~~that~~of ~~would be~~the ~~received~~Company’s ~~for~~Class ~~sale~~A ofordinary anshares ~~asset~~equals or ~~paid~~exceeds ~~for~~$18.00 ~~transfer~~per ofshare a(as ~~liability~~adjusted infor anshare ~~orderly~~subdivisions, ~~transaction~~share ~~between~~capitalizations, ~~market~~reorganizations, ~~participants~~recapitalizations atand the ~~measurement date.~~like) ~~U.S.~~for ~~GAAP~~any ~~establishes~~20 trading days within a ~~three~~30-~~tier~~trading ~~fair~~day ~~value~~period ~~hierarchy,~~ending ~~which~~on ~~prioritizes~~ the ~~inputs~~third ~~used~~trading inday ~~measuring~~prior ~~fair~~to ~~value. The hierarchy gives~~ the ~~highest~~date ~~priority~~on towhich ~~unadjusted~~the ~~quoted~~notice ~~prices~~of inredemption ~~active~~is ~~markets~~given ~~for~~to ~~identical assets or liabilities (Level 1 measurements) and~~ the ~~lowest~~warrant ~~priority to unobservable inputs (Level 3 measurements)~~holders. ~~These tiers include:~~

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

~~The~~ ~~following~~In ~~table~~addition, ~~presents~~if ~~information~~(x) the ~~about~~ Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s ~~assets~~board ~~that~~of ~~are~~directors, ~~measured~~and, atin ~~fair~~the ~~value~~case onof ~~September~~any 30such issuance to the Sponsor or its affiliates, ~~2025~~without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and ~~indicates~~interest thereon, available for the ~~fair~~funding ~~value~~of ~~hierarchy~~a Business Combination on the date of the ~~valuation inputs~~completion of a Business Combination (net of redemptions), and (z) the ~~Company~~volume-weighted ~~utilized~~average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to ~~determine~~the day on which the Company completes a Business Combination (such ~~fair~~price, ~~value:~~the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

	Level	September 30, 2025
Assets:
Marketable securities held in Trust Account	1	$	255,585,138

The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and are non-redeemable.

The fair value of the Public Warrants at July 2, 2025 was $2,024,000 or $0.32 per public warrant. The fair value of Public Warrants was determined using a binomial lattice model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the Public Warrants:17

	July 2, 2025
Asset price	$	10.12
Exercise price	$	11.50
Term (years)		5.5
Risk-free rate		3.9	%
Volatility		15.0	%
Probability of Business Combination		20.0	%

COHEN CIRCLE ACQUISITION CORP. II

16NOTES TO CONDENSED FINANCIAL STATEMENTS

~~COHEN~~MARCH ~~CIRCLE~~31, ~~ACQUISITION CORP. II~~2026

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~(Unaudited)

~~SEPTEMBER~~NOTE ~~30,~~8. ~~2025~~FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (~~Unaudited~~Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

NOTE 9. SEGMENT INFORMATION

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

~~ASC~~The ~~Topic 280,~~following ~~“Segment Reporting,”~~table ~~establishes~~presents ~~standards for companies to report in their financial statement~~ information about ~~operating~~the ~~segments,~~Company’s ~~products, services,~~assets ~~geographic~~that ~~areas, and major customers. Operating segments~~ are ~~defined~~measured asat ~~components~~fair ofvalue anon ~~enterprise~~March ~~that~~31, ~~engage~~2026 ~~in business activities from which it may recognize revenues~~ and ~~incur~~December ~~expenses~~31, 2025, and ~~for~~indicates ~~which~~the ~~separate~~fair ~~financial~~value ~~information~~hierarchy isof ~~available~~the ~~that~~valuation ~~is regularly~~inputs ~~evaluated by~~ the Company’s ~~Chief~~utilized ~~Operating Decision Maker (“CODM”), or group, in deciding how~~ to ~~allocate resources~~determine ~~and~~such ~~assess~~fair ~~performance.~~value:

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one operating segment.

			March 31,		December 31,
	Level		2026		2025
Assets:
Marketable securities held in Trust Account		1	$	259,915,816	$	257,650,313

The ~~CODM~~fair ~~assesses~~value ~~performance for~~of the ~~single~~Public ~~segment~~Warrants ~~and~~at ~~decides~~July ~~how~~2, to2025 ~~allocate~~was ~~resources~~$2,024,000 ~~based~~or on$0.32 ~~net~~per ~~income~~public orwarrant. ~~loss~~The ~~that~~fair ~~also~~value isof ~~reported~~Public onWarrants ~~the~~was ~~condensed~~determined ~~statements of~~using ~~operations~~a asbinomial ~~net~~lattice ~~income~~model. orThe ~~loss.~~Public ~~When~~Warrants ~~evaluating~~have ~~the~~been ~~Company~~classified within shareholders’s ~~performance~~deficit and ~~making~~will ~~key~~not ~~decisions~~require ~~regarding~~remeasurement ~~resource~~after ~~allocation~~ issuance. The following table presents the ~~CODM~~quantitative ~~reviews~~information ~~several~~regarding ~~key~~market ~~metrics,~~assumptions ~~which~~used ~~include~~in the ~~following~~level 3 valuation of the Public Warrants:

	September 30,			December 31,
	July 2, 2025
	2025			2024
Asset price	$	10.12
Trust Account	$	255,585,138		$	-
Exercise price	$	11.50
Cash	$	1,751,613		$	-
Term (years)		5.5
Risk-free rate		3.9	%
Volatility		15.0	%
Probability of Business Combination		20.0	%

	Three Months Ended September 30,		Nine Months Ended September 30,
	2025		2025
General and administrative costs	$	305,583	$	345,151
Interest earned on marketable securities held in Trust Account	$	2,585,138	$	2,585,138

~~General~~COHEN ~~and~~CIRCLE ~~administrative costs~~ACQUISITION ~~are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period~~CORP. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The CODM reviews interest earned to ensure the Trust Account is providing an acceptable rate of return for all shareholders and to maximize the Trust Account to be used to complete a Business Combination.II

~~NOTE~~NOTES ~~10.~~TO ~~SUBSEQUENT~~CONDENSED ~~EVENTS~~ FINANCIAL STATEMENTS

~~The~~MARCH Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review31, ~~the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.~~2026

17(Unaudited)

~~Item 2~~NOTE 9. SEGMENT ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~INFORMATION

~~References~~ inASC ~~this~~Topic 280, ~~report (this~~ “~~Quarterly Report”)~~Segment ~~to “we~~Reporting,” ~~“us”~~establishes orstandards ~~the~~for ~~“Company”~~companies ~~refer~~ to ~~Cohen~~report ~~Circle~~in ~~Acquisition~~their ~~Corp. II.~~financial ~~References to~~statements ~~our~~information ~~“management”~~about oroperating ~~our~~segments, ~~“management~~products, ~~team”~~services, ~~refer~~geographic toareas, ~~our officers~~ and ~~directors,~~major ~~and~~customers. ~~references~~Operating tosegments ~~the~~are ~~“Sponsor” refer~~defined toas ~~Cohen~~components ~~Circle~~of ~~Sponsor~~an ~~II,~~enterprise ~~LLC~~that ~~and~~engage ~~Cohen~~in ~~Circle~~business ~~Advisors~~activities ~~II,~~from ~~LLC,~~which ~~collectively.~~it ~~The~~may ~~following~~recognize ~~discussion~~revenues and ~~analysis~~incur ofexpenses, ~~the Company’s financial condition~~ and ~~results~~for ofwhich ~~operations~~separate ~~should~~financial beinformation ~~read~~is inavailable ~~conjunction~~that ~~with~~is ~~the~~regularly ~~financial~~evaluated ~~statements~~by ~~and~~ the ~~notes~~Company’s ~~thereto~~Chief ~~contained elsewhere~~Operating inDecision ~~this~~Maker ~~Quarterly~~(“CODM”), ~~Report.~~or ~~Certain~~group, ~~information contained~~ in ~~the~~deciding ~~discussion~~how ~~and~~to ~~analysis~~allocate ~~set~~resources ~~forth below includes forward-looking statements that involve risks~~ and ~~uncertainties~~assess performance.

~~Special~~ ~~Note~~The ~~Regarding~~Company’s ~~Forward-Looking~~CODM ~~Statements~~has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one operating segment.

~~This~~ ~~Quarterly~~The ~~Report~~CODM ~~includes~~assesses ~~“forward-looking statements”~~performance ~~within~~for the ~~meaning~~single ofsegment ~~Section 27A of the Securities Act~~ and ~~Section~~decides ~~21E~~how ofto ~~the~~allocate ~~Exchange~~resources ~~Act~~based ~~that~~on ~~are~~net ~~not~~income ~~historical facts~~or ~~and~~loss ~~involve risks and uncertainties~~ that ~~could~~is ~~cause~~reported ~~actual~~on ~~results~~the tounaudited ~~differ~~condensed ~~materially from those expected and projected. All~~ statements, ~~other than statements~~ of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, ~~are forward-looking statements. Words such~~ as ~~“expect,” “believe,”~~net ~~“anticipate,”~~income “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or ~~future performance, but reflect management’s current beliefs, based on information currently available~~loss. AWhen ~~number~~evaluating ~~of factors could cause actual events, performance or results to differ materially from~~ the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final~~performance ~~prospectus for its Initial Public Offering filed with the U.S. Securities~~ and ~~Exchange~~making ~~Commission~~key ~~(the~~decisions ~~“SEC”).~~regarding ~~The~~resource ~~Company’s~~allocation ~~securities filings can be accessed on~~ the ~~EDGAR~~CODM ~~section~~reviews ofseveral ~~the~~key ~~SEC’s~~metrics, ~~website~~which atinclude ~~www.sec.gov. Except as expressly required by applicable securities law,~~ the ~~Company~~ ~~disclaims~~following: ~~any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.~~

Overview

	March 31,		December 31,
	2026		2025
Marketable securities held in Trust Account	$	259,915,816	$	257,650,313
Cash	$	1,456,830	$	1,852,928

We are a blank check company incorporated in the Cayman Islands on December 4, 2024 and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Placement Units, our shares, debt or a combination of cash, shares and debt.

	For the Three Months Ended March 31,
	2026		2025
General and administrative costs	$	399,870	$	5,420
Interest earned on marketable securities held in Trust Account	$	2,265,503	$	—

WeGeneral ~~expect~~and toadministrative ~~continue~~costs toare ~~incur~~reviewed ~~significant~~and ~~costs in~~monitored by the ~~pursuit~~CODM ofto ~~our~~manage ~~acquisition~~and ~~plans.~~forecast Wecash ~~cannot~~to ~~assure~~ensure ~~you~~enough ~~that~~capital ~~our~~is ~~plans~~available to complete a Business Combination ~~will~~within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The CODM reviews interest earned to ensure the Trust Account is providing an acceptable rate of return for all shareholders and to maximize the Trust Account to be ~~successful~~used to complete a Business Combination.

~~Results~~NOTE of10. ~~Operations~~SUBSEQUENT EVENTS

WeThe ~~have~~Company ~~neither~~evaluated ~~engaged~~subsequent inevents ~~any operations nor generated any revenues to date. Our only activities from December 4, 2024 (inception) through September 30, 2025 were organizational activities~~ and ~~those~~transactions ~~necessary~~that tooccurred ~~prepare~~after ~~for~~ the ~~Initial~~condensed ~~Public~~balance ~~Offering,~~sheet ~~described~~date ~~below,~~up ~~and subsequent~~ to the ~~Initial~~date ~~Public~~that ~~Offering, identifying~~the aunaudited ~~target~~condensed ~~company~~financial ~~for~~statements awere ~~Business Combination~~issued. WeBased doupon ~~not~~this ~~expect~~review, ~~to generate any operating revenues until after~~ the ~~completion of~~Company ~~our~~did ~~Business~~not ~~Combination.~~identify ~~Subsequent~~any tosubsequent ~~the~~events ~~Initial~~that ~~Public~~would ~~Offering,~~have werequired ~~generate~~adjustment ~~non-operating~~or ~~income~~disclosure in the ~~form~~unaudited ofcondensed ~~interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal,~~ financial ~~reporting, accounting and auditing compliance), as well as for due diligence expenses~~statements.

For the three months ended September 30, 2025, we had net income of $2,279,555, which consisted of interest earned on marketable securities held in Trust Account of $2,585,138, offset by general and administrative costs of $305,583.19

~~For~~Item ~~the~~2. ~~nine months ended September 30, 2025,~~Management’s weDiscussion ~~had~~and ~~net~~Analysis ~~income~~ of ~~$2,239,987,~~Financial ~~which~~Condition ~~consisted of interest earned on marketable securities held in Trust Account of $2,585,138, offset by general~~ and ~~administrative~~Results ~~costs~~ of ~~$345,151.~~Operations

~~Liquidity~~References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Cohen Circle Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and ~~Capital~~directors, ~~Resources~~and references to the “Sponsor” refer to Cohen Circle Sponsor II, LLC and Cohen Circle Advisors II, LLC, collectively. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Until~~Special ~~the~~Note ~~consummation~~Regarding ofForward-Looking the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor (which were repaid subsequent to the closing of the Initial Public Offering).Statements

OnThis ~~July~~Quarterly 2,Report ~~2025,~~includes “forward-looking statements” within the ~~Company~~meaning ~~consummated~~of Section 27A of the ~~Initial~~ ~~Public~~Securities ~~Offering~~Act and Section 21E of ~~25,300,000~~the ~~Units,~~Exchange ~~which~~Act that ~~included~~are ~~the~~not ~~full~~historical ~~exercise~~facts byand ~~the~~involve ~~underwriters~~risks ofand ~~their~~uncertainties ~~over-allotment~~that ~~option~~could incause ~~the amount~~actual ofresults ~~3,300,000~~to ~~Units,~~differ atmaterially ~~$10~~from those expected and projected.00 ~~per~~All ~~Unit~~statements, ~~generating~~other ~~gross~~than ~~proceeds~~statements of ~~$253~~historical fact included in this Form 10-Q including,~~000~~ without limitation,~~000.~~ ~~Simultaneously~~statements in ~~with~~this ~~the~~“Management’s ~~closing~~Discussion and Analysis of Financial Condition and Results of Operations” regarding the ~~Initial~~Company’s ~~Public~~financial ~~Offering~~position, ~~the~~business ~~Company~~strategy ~~consummated~~and the ~~sale~~plans and objectives of ~~720~~management for future operations,~~000~~ ~~Placement~~are ~~Units~~forward-looking atstatements. Words asuch ~~price~~as of“expect,” ~~$10.00~~“believe,” ~~per~~“anticipate,” ~~Placement~~“intend,” ~~Unit~~“estimate,” in“seek” and avariations ~~private~~and ~~placement~~similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to ~~Cohen~~future ~~Circle~~events ~~Sponsor~~or IIfuture performance, ~~LLC~~but ~~and~~reflect ~~Clear~~management’s ~~Street~~current beliefs, ~~generating~~based ~~gross~~on ~~proceeds~~information currently available. A number of $7factors could cause actual events,~~200~~ performance or results to differ materially from the events,~~000~~ performance and results discussed in the forward-looking statements. OfFor information identifying important factors that could cause actual results to differ materially from those ~~720,000~~anticipated ~~Placement~~in ~~Units~~the forward-looking statements, ~~Cohen~~please ~~Circle~~refer to the Risk Factors section of the Company’s Annual Report ~~Sponsor~~on ~~II,~~Form ~~LLC~~10-K. ~~purchased~~The ~~445~~Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law,~~000~~ ~~Placement~~the ~~Units~~Company ~~and~~disclaims ~~Clear~~any ~~Street~~intention ~~purchased~~or ~~275~~obligation to update or revise any forward-looking statements whether as a result of new information,~~000~~ ~~Placement~~future ~~Units~~events or otherwise.

18Overview

~~Following~~We ~~the~~are ~~closing~~a ofblank check company incorporated in the ~~Initial~~Cayman ~~Public~~Islands ~~Offering~~ on December 4, 2024 and formed for the ~~Private~~purpose ~~Placement,~~of effecting a ~~total~~merger, ofamalgamation, ~~$253~~share exchange,~~000~~ asset acquisition,~~000~~ ~~was~~share ~~placed~~purchase, inreorganization ~~the~~or ~~Trust~~other ~~Account~~similar Business Combination with one or more businesses. We ~~incurred~~intend ~~$15,752,775~~to ofeffectuate our ~~transaction~~Business ~~costs,~~Combination ~~consisting of~~using ~~$4,400,000~~cash derived from the proceeds of ~~cash~~the ~~underwriting~~Initial ~~fee,~~Public ~~$10,780,000~~Offering and the sale of ~~deferred~~the ~~underwriting~~Placement ~~fee~~Units held in the Trust Account, ~~and~~our ~~$572~~shares,~~775~~ debt or a combination of ~~other~~cash, ~~offering~~shares ~~costs~~and debt.

~~For~~We ~~the~~expect ~~nine~~to ~~months~~continue ~~ended September 30, 2025,~~to ~~net~~incur ~~cash~~significant ~~used~~costs in ~~operating~~the ~~activities~~pursuit ~~was $521,044. Net income~~ of ~~$2,239,987~~our ~~was~~acquisition ~~affected~~plans. byWe ~~interest~~cannot ~~earned~~assure onyou ~~marketable~~that ~~securities of~~our ~~$2,585,138,~~plans ~~Payment~~to ofcomplete ~~general~~a ~~and~~Business ~~administrative costs through promissory note – related party of $54,568, and changes in operating~~Combination ~~assets~~will ~~and~~be ~~liabilities, which used $230,461~~successful.

WeResults ~~intend to use substantially all~~ of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable and excluding deferred underwriting commissions), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Operations

We ~~intend~~have neither engaged in any operations nor generated any revenues to ~~use~~date. ~~the~~Our ~~funds~~only ~~held~~activities ~~outside~~from ~~the~~December 4, ~~Trust~~2024 (inception) through March 31, 2026 ~~Account~~were ~~primarily~~organizational activities and those necessary to ~~identify~~prepare ~~and~~for ~~evaluate~~the ~~target~~Initial ~~businesses~~Public Offering, ~~perform~~described ~~business~~below, ~~due~~and ~~diligence~~subsequent onto ~~prospective~~the Initial ~~target~~Public ~~businesses~~Offering, ~~travel~~ identifying a target company for a Business Combination. We do not expect to ~~and~~generate ~~from~~any operating revenues until after the ~~offices~~completion of our Business Combination. Subsequent to the Initial Public Offering, ~~plants~~we orgenerate ~~similar~~non-operating ~~locations~~income in the form of ~~prospective~~interest ~~target~~income ~~businesses~~on ormarketable ~~their~~securities ~~representatives~~held orin ~~owners,~~the ~~review~~Trust ~~corporate documents~~Account. ~~and~~We ~~material~~incur ~~agreements~~expenses as a result of ~~prospective~~being ~~target~~a ~~businesses~~public company (for legal, ~~and~~financial ~~structure~~reporting, ~~negotiate~~accounting and ~~complete~~auditing acompliance), ~~Business~~as ~~Combination~~well as for due diligence expenses.

InFor ~~order~~the tothree ~~fund~~months ~~working capital deficiencies~~ended orMarch ~~finance~~31, ~~transaction costs in connection with a Business Combination~~2026, ~~the~~we ~~Sponsor~~had ornet anincome ~~affiliate~~ of ~~the Sponsor may~~$1, ~~but are not obligated to~~865, ~~loan us funds as may be required. If we complete a Business Combination~~633, wewhich ~~would~~consisted ~~repay~~of ~~such~~interest ~~loaned~~earned ~~amounts.~~on Inmarketable ~~the~~securities ~~event that a Business Combination does not close, we may use a portion of the working capital~~ held ~~outside~~in ~~the~~ Trust Account ~~to repay such loaned~~of ~~amounts but no proceeds from our Trust Account would be used for such repayment. Up to~~ $2,~~500~~265,~~000~~503, ofpartially ~~such~~offset ~~Working~~by ~~Capital~~general ~~Loans~~and ~~may~~administrative ~~be convertible~~costs ~~into units upon consummation~~ of ~~the Business Combination at a price of~~ $10399,870.~~00 per unit. The units would be identical to the Placement Units.~~

InFor ~~connection with~~ the ~~Company’s~~three ~~assessment~~months ended ofMarch ~~going concern considerations in accordance with ASC 205-40~~31, ~~“Going Concern,” as of September 30,~~ 2025, ~~the~~we ~~Company~~had ~~does not~~a ~~believe~~net itloss ~~will~~of ~~need to raise additional funds in order to meet the expenditures required for operating its business. However~~$5,420, ~~if the~~which ~~estimate~~consisted of ~~the costs of identifying a target business~~formation, ~~undertaking~~general ~~in-depth due diligence~~ and ~~negotiating~~administrative ~~a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination~~costs.

~~Off-Balance Sheet Arrangements~~20

WeLiquidity ~~have~~and noCapital obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Resources

~~Contractual~~Until ~~obligations~~the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor (which were repaid subsequent to the closing of the Initial Public Offering).

WeOn doJuly ~~not~~2, ~~have~~2025, ~~any~~the ~~long-term~~Company consummated ~~debt,~~the ~~capital~~Initial ~~lease obligations~~Public Offering of 25,300,000 ~~operating~~Units, ~~lease~~which ~~obligations~~included orthe ~~long~~full exercise by the underwriters of their over-~~term~~allotment option ~~liabilities~~in the amount of 3,300,000 ~~other~~Units, ~~than~~at an$10.00 ~~agreement~~per toUnit, ~~pay~~generating ~~Cohen~~gross ~~Circle~~proceeds ~~Sponsor~~of II$253,000,000. ~~LLC~~Simultaneously orwith ~~its~~the closing ~~affiliate~~of orthe ~~designee~~Initial ~~$30~~Public Offering,~~000~~ ~~per~~the ~~month~~Company ~~for~~consummated ~~office~~the ~~space~~sale of 720,000 ~~utilities~~Placement Units at a price of $10.00 per Placement Unit, in ~~and~~a ~~shared~~private ~~personnel~~placement ~~support~~to ~~services~~Cohen Circle Sponsor II, LLC and toClear ~~pay~~Street, ~~the~~generating ~~Chief~~gross ~~Financial~~proceeds of $7,200,000. Of those 720,000 Placement ~~Officer~~Units, upCohen toCircle ~~$12~~Sponsor II,~~500~~ ~~per~~LLC ~~month~~purchased ~~for~~445,000 ~~his~~Placement ~~services~~Units asand ~~Chief~~Clear ~~Financial~~Street ~~Officer~~purchased of275,000 ~~the~~Placement ~~Company~~Units.

~~The~~Following ~~underwriters~~the ~~were~~closing ~~entitled to a deferred~~of ~~fee~~the ofInitial ~~(i)~~Public ~~$0.40~~Offering ~~per~~and ~~Unit~~the ofPrivate ~~the~~Placement, ~~gross~~a ~~proceeds~~total of ~~the initial 22~~$253,000,000 ~~Units~~was ~~sold~~placed in the ~~Initial~~Trust ~~Public~~Account. ~~Offering,~~We orincurred $815,~~800~~752,~~000 and~~775 ~~(ii)~~of ~~$0.60~~transaction ~~per~~costs, ~~Unit~~consisting of ~~the~~$4,400,000 ~~gross~~of ~~proceeds~~cash ~~from~~underwriting ~~the Units sold pursuant to the over-allotment option~~fee, or $110,~~980~~780,000. ~~The~~of deferred ~~commissions will~~underwriting ~~be released to Clear Street for its own account concurrently with completion of an initial Business Combination~~fee, ~~but such deferred commissions shall be due~~ and ~~payable~~$572,775 ~~with respect to up to 75%~~ of ~~such~~other offering ~~deferred commissions, in the Company’s sole discretion~~costs.

19For the three months ended March 31, 2026, net cash used in operating activities was $396,098. Net income of $1,865,633 was affected by interest earned on marketable securities of $2,265,503, and changes in operating assets and liabilities, which used $3,772.

~~Critical~~For ~~Accounting~~the ~~Estimates~~three months ended March 31, 2025, net cash used in operating activities was $0. Net loss of $5,420 was affected by changes in payment of operating expenses through promissory note – related party, which used $5,420.

~~The~~We ~~preparation~~intend ofto ~~the~~use ~~unaudited condensed financial~~substantially ~~statements~~all ~~and~~of ~~related~~the ~~disclosures~~funds held in ~~conformity~~the ~~with~~Trust ~~GAAP~~Account, ~~requires~~including ~~Management~~any toamounts ~~make~~representing ~~estimates~~interest ~~and~~earned ~~assumptions~~on ~~that affect~~ the ~~reported amounts~~Trust ofAccount ~~assets~~(which ~~and~~interest ~~liabilities,~~shall be ~~disclosure~~net of ~~contingent~~permitted ~~assets~~withdrawals and ~~liabilities~~excluding atdeferred ~~the~~underwriting ~~date of the unaudited condensed financial statements~~commissions), ~~and~~ ~~income~~to ~~and~~complete ~~expenses~~our ~~during~~Business ~~the periods reported~~Combination. ~~Making~~To ~~estimates~~the ~~requires Management to exercise significant judgement. It is at~~extent ~~least reasonably possible~~ that ~~the~~our ~~estimate~~share ofcapital ~~the~~or ~~effect~~debt ofis ~~a condition~~used, ~~situation~~in whole or ~~set~~in ofpart, ~~circumstances~~as ~~that~~consideration ~~existed~~to atcomplete ~~the~~our ~~date of~~Business ~~the unaudited condensed financial statements~~Combination, ~~which~~the ~~Management~~remaining ~~considered~~proceeds held in ~~formulating~~the ~~its~~Trust ~~estimate,~~Account ~~could~~will ~~change~~be inused ~~the~~as ~~near~~working ~~term due~~capital to ~~one~~finance orthe ~~more~~operations ~~future~~of ~~confirming events. Accordingly,~~ the ~~actual~~target ~~results~~business ~~could~~or ~~materially~~businesses, ~~differ~~make ~~from those estimates. As of September~~other ~~30,~~acquisitions ~~2025,~~and wepursue ~~have~~our ~~identified~~growth ~~the following critical accounting estimates:~~strategies.

~~Ordinary~~We ~~Shares~~intend ~~Subject~~to use the funds held outside the Trust Account primarily to ~~Possible~~identify ~~Redemption~~and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

WeIn ~~account~~order ~~for~~to ~~our~~fund ~~Ordinary~~working capital ~~Shares~~deficiencies ~~subject~~or ~~to possible~~finance ~~redemption~~transaction costs in ~~accordance~~connection with ~~the~~a ~~guidance~~Business inCombination, ~~FASB~~the ~~ASC~~Sponsor ~~Topic~~or ~~480,~~an ~~“Distinguishing~~affiliate ~~Liabilities~~of ~~from~~the ~~Equity” (“ASC~~Sponsor ~~480”).~~may, ~~Ordinary~~but ~~Shares~~are ~~subject~~not obligated to, ~~mandatory~~loan ~~redemption~~us isfunds ~~classified~~ as amay ~~liability~~be ~~instrument~~required. ~~and~~If iswe ~~measured~~complete ata ~~fair~~Business ~~value.~~Combination, ~~Conditionally redeemable~~we ~~Ordinary~~would ~~Shares~~repay ~~(including~~such ~~Ordinary~~loaned ~~Shares~~amounts. In ~~that~~the ~~feature~~event ~~redemption rights~~ that ~~are~~a ~~either~~Business ~~within~~Combination ~~the~~does ~~control~~not ofclose, ~~the~~we ~~holder or~~may ~~subject~~use toa ~~redemption~~portion ~~upon~~of the ~~occurrence~~working ofcapital ~~uncertain~~held ~~events~~outside ~~not~~the ~~solely~~Trust ~~within~~Account ~~our~~to repay ~~control)~~such ~~are~~loaned ~~classified~~amounts asbut ~~temporary~~no ~~equity.~~proceeds ~~At all~~from ~~other~~our ~~times,~~Trust ~~Ordinary~~Account ~~Shares~~would ~~are~~be ~~classified~~used asfor ~~shareholders’~~such ~~equity~~repayment. ~~Our~~Up ~~Ordinary~~to ~~Shares~~$2,500,000 ~~feature~~of ~~certain~~such ~~redemption~~Working ~~rights~~Capital ~~that~~Loans ~~are~~may ~~considered~~be toconvertible beat ~~outside~~the option of ~~our~~the ~~control~~lender ~~and~~into ~~subject~~units toupon ~~occurrence~~consummation of ~~uncertain~~the ~~future~~Business ~~events.~~Combination ~~Accordingly,~~at ~~Ordinary~~a ~~Shares~~price ~~subject to~~of ~~possible~~$10.00 ~~redemption~~per unit. ~~are~~The ~~presented~~units aswould ~~temporary~~be ~~equity,~~identical ~~outside~~to of the ~~shareholders’~~Placement ~~deficit section of our condensed balance sheets~~Units.

~~Warrant~~Additionally, ~~Instruments~~to fund working capital, the Company has permitted withdrawals available up to an annual limit of $400,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit in the Trust Account at the Initial Public Offering. For the three months ended March 31, 2026 and for the year ended December 31, 2025, the Company withdrew $0 and $400,000 in interest from the Trust Account for working capital purposes, respectively, and has no further amounts available for permitted withdrawals until July 2, 2026, which is the 1-year anniversary of the Initial Public Offering.

~~The~~In ~~Company accounted for the Public and Placement Warrants issued in~~ connection with the ~~Initial~~Company’s assessment ~~Public~~of ~~Offering~~going ~~and~~concern ~~the~~considerations ~~private placement~~ in accordance with ~~the guidance contained in FASB~~ ASC ~~Topic 815~~205-40, “~~Derivatives~~Going ~~and Hedging”~~Concern,” ~~whereby~~as ~~under~~of ~~that~~March ~~provision~~31, ~~the~~2026, ~~warrants that do not meet~~ the ~~criteria for~~Company ~~equity~~does ~~treatment~~not ~~must~~believe beit ~~recorded~~will asneed ~~liability.~~to ~~Accordingly,~~raise ~~the~~additional ~~Company~~funds ~~evaluated~~in ~~and~~order ~~classified~~to meet the ~~warrant~~expenditures ~~instruments~~required ~~under~~for ~~equity treatment~~operating atits ~~their assigned value~~business. ~~Such~~However, if ~~guidance~~the ~~provides~~estimate ~~that~~of the ~~warrants~~costs ~~described~~of ~~above~~identifying ~~will~~a ~~not~~target bebusiness, ~~precluded~~undertaking ~~from equity classification. Equity~~in-~~classified~~depth ~~contracts~~due ~~are~~diligence ~~initially~~and ~~measured~~negotiating ata ~~fair~~Business ~~value~~Combination are ~~(or~~less ~~allocated~~than ~~value).~~the ~~Subsequent~~actual ~~changes~~amount innecessary ~~fair~~to ~~value~~do ~~are~~so, ~~not~~the ~~recognized as~~Company ~~long~~may ashave ~~the~~insufficient ~~contracts~~funds ~~continue~~available to beoperate ~~classified~~its inbusiness ~~equity~~prior into the ~~accordance~~initial ~~with~~Business ~~ASC 480 and ASC 815~~Combination.

~~Net Income per Ordinary Share~~21

WeOff-Balance ~~comply~~Sheet with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.Arrangements

20We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Recent~~Contractual ~~Accounting Pronouncements~~obligations

InWe ~~November~~do ~~2023,~~not ~~the~~have ~~FASB~~any ~~issued ASU 2023~~long-~~07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU~~term ~~require disclosures~~debt, oncapital anlease ~~annual and interim basis~~obligations, ofoperating ~~significant~~lease ~~segment~~obligations ~~expenses~~or ~~that~~long-term ~~are regularly provided to the chief operating decision maker (“CODM”)~~liabilities, ~~as well as the aggregate amount of~~ other ~~segment~~than ~~items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and~~ an ~~explanation~~ ofagreement ~~how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how~~ to ~~allocate~~pay ~~resources.~~Cohen ~~Public~~Circle ~~entities will be required to provide all annual disclosures currently required by Topic 280 in interim~~Sponsor ~~periods~~II, ~~and~~LLC ~~entities~~or ~~with~~its aaffiliate ~~single~~or ~~reportable~~designee ~~segment~~$30,000 ~~are~~per ~~required~~month tofor ~~provide~~office ~~all~~space, ~~the~~utilities, ~~disclosures required by the amendments in this ASU~~ and ~~existing~~shared ~~segment~~personnel ~~disclosures~~support ~~in Topic 280. This ASU is effective for fiscal years beginning after December 15~~services, ~~2023,~~ and ~~interim~~to ~~periods~~pay the ~~within~~Chief ~~fiscal~~Financial ~~years~~Officer ~~beginning~~up ~~after~~to ~~December 15~~$12,500 ~~2024,~~per ~~with~~month ~~early~~for ~~adoption~~his ~~permitted.~~services ~~The~~as ~~Company~~Chief ~~adopted~~Financial ~~ASU 2023-07~~Officer ~~on December 4, 2024, its date~~ of ~~incorporation~~the Company.

~~Management~~The ~~does~~underwriters ~~not~~were ~~believe~~entitled ~~that~~to ~~any~~a ~~other~~deferred ~~recently~~fee ~~issued~~of (i) $0.40 per Unit of the gross proceeds of the initial 22,000,000 ~~but~~Units ~~not~~sold ~~yet~~in ~~effective~~the Initial Public Offering, ~~accounting~~or $8,800,000 ~~standards~~and (ii) $0.60 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, ifor ~~currently~~$1,980,000. ~~adopted~~The deferred commissions will be released to Clear Street for its own account concurrently with completion of an initial Business Combination, but ~~would~~such ~~have~~deferred acommissions ~~material~~shall ~~effect~~be ondue and payable, with respect to up to 75% of such deferred commissions, in the Company’s sole ~~financial statements~~discretion.

~~Item~~Critical 3.Accounting ~~Quantitative and Qualitative Disclosures About Market Risk~~Estimates

WeThe ~~are~~preparation aof ~~smaller~~the ~~reporting~~unaudited condensed ~~company~~financial asstatements ~~defined~~and related disclosures in conformity with GAAP requires management to make estimates and assumptions bythat ~~Rule~~affect ~~12b-2~~the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the ~~Exchange~~date ~~Act~~of the unaudited condensed financial statements, and ~~are~~income ~~not~~and ~~required~~expenses during the periods reported. Making estimates requires management to ~~provide~~exercise significant judgement. It is at least reasonably possible that the ~~information~~estimate ~~otherwise~~of ~~required~~the ~~under~~effect ~~this~~of ~~Item~~a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company used a third-party valuation expert to determine the fair value of the Public Warrants at IPO. As of March 31, 2026, other than the Public Warrants, the Company did not have any critical accounting estimates to be disclosed.

~~Item~~Critical 4.Accounting ~~Controls and Procedures~~Policies

~~Evaluation~~Ordinary ofShares ~~Disclosure~~Subject ~~Controls~~to ~~and~~Possible ~~Procedures~~Redemption

~~Disclosure~~We ~~controls~~account ~~and~~for ~~procedures~~our ~~are controls~~Ordinary ~~and~~Shares ~~other~~subject ~~procedures designed~~ to ~~ensure~~possible ~~that~~redemption ~~information~~in ~~required~~accordance towith bethe ~~disclosed~~guidance in ~~our~~FASB ~~reports~~ASC ~~filed~~Topic or480, ~~submitted~~“Distinguishing ~~under~~Liabilities ~~the~~from ~~Exchange~~Equity” ~~Act~~(“ASC is480”). ~~recorded,~~Ordinary ~~processed,~~Shares ~~summarized~~subject ~~and~~to ~~reported~~mandatory ~~within~~redemption ~~the~~are ~~time~~classified ~~periods~~as ~~specified~~a inliability ~~the~~instrument ~~SEC’s rules~~ and ~~forms.~~are ~~Disclosure~~measured at ~~controls~~fair ~~and~~value. ~~procedures~~Conditionally ~~include,~~redeemable ~~without~~Ordinary ~~limitation,~~Shares ~~controls~~(including ~~and~~Ordinary ~~procedures~~Shares ~~designed~~that tofeature ~~ensure~~redemption rights that ~~information~~are ~~required~~either ~~to be disclosed~~within inthe ~~our~~control ~~reports~~of ~~filed~~the holder or ~~submitted~~subject ~~under~~to redemption upon the ~~Exchange~~occurrence ~~Act~~of isuncertain ~~accumulated~~events ~~and~~not ~~communicated~~solely towithin ~~Management~~our control) are classified as temporary equity. At all other times, ~~including~~Ordinary ~~our~~Shares ~~Chief~~are ~~Executive~~classified as shareholders’ equity. Our Ordinary Shares feature certain ~~Officer~~redemption rights that are considered to be outside of our control and ~~Chief~~subject ~~Financial~~to ~~Officer~~occurrence ~~(together,~~of ~~the~~uncertain ~~“Certifying~~future ~~Officers”)~~events. Accordingly, Ordinary orShares ~~persons~~subject ~~performing~~to ~~similar~~possible ~~functions,~~redemption are presented as ~~appropriate~~temporary equity, to ~~allow~~outside ~~timely~~of ~~decisions~~the ~~regarding~~shareholders’ ~~required~~deficit ~~disclosure~~section of our condensed balance sheets.

~~Under~~Warrant the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2025.Instruments

We doaccounted ~~not~~for ~~expect~~the ~~that our disclosure controls~~Public and ~~procedures~~Placement ~~will~~Warrants ~~prevent~~issued ~~all~~in ~~errors~~connection ~~and~~with ~~all~~the ~~instances~~Initial ofPublic ~~fraud.~~Offering ~~Disclosure controls~~ and ~~procedures,~~the noPrivate ~~matter~~Placement ~~how~~in ~~well~~accordance ~~conceived~~with ~~and~~the guidance ~~operated,~~contained ~~can~~in ~~provide~~FASB ~~only~~ASC ~~reasonable,~~Topic ~~not absolute~~815, ~~assurance~~“Derivatives ~~that the objectives of the disclosure controls~~ and ~~procedures are met. Further~~Hedging”, ~~the~~whereby ~~design~~under ofthat ~~disclosure~~provision, ~~controls and procedures must reflect~~ the ~~fact~~warrants that ~~there~~do ~~are~~not ~~resource~~meet ~~constraints,~~the criteria ~~and~~for ~~the~~equity ~~benefits~~ treatment must be ~~considered~~recorded ~~relative~~as ~~to their costs~~liability. ~~Because~~Accordingly, ofwe ~~the~~evaluated ~~inherent~~and ~~limitations~~classified inthe ~~all~~warrant ~~disclosure~~instruments ~~controls~~under ~~and procedures, no evaluation~~equity oftreatment ~~disclosure~~at ~~controls~~their ~~and~~assigned ~~procedures~~value. ~~can~~Such ~~provide~~guidance ~~absolute~~provides ~~assurance~~ that wethe ~~have~~warrants ~~detected~~described ~~all~~above ~~our~~will ~~control~~not ~~deficiencies~~be ~~and~~precluded ~~instances of~~from ~~fraud,~~equity ~~if any~~classification. Equity-classified ~~The~~contracts ~~design~~are ofinitially ~~disclosure~~measured ~~controls~~at ~~and~~fair ~~procedures~~value ~~also~~(or isallocated ~~based~~value). ~~partly~~Subsequent onchanges ~~certain~~in ~~assumptions~~fair ~~about~~value ~~the~~are ~~likelihood~~not ofrecognized ~~future~~as ~~events,~~long ~~and~~as ~~there~~the ~~can~~contracts becontinue noto ~~assurance~~be ~~that~~classified ~~any~~in ~~design~~equity ~~will succeed~~ in ~~achieving~~accordance ~~its~~with ~~stated~~ASC ~~goals~~480 ~~under~~and ~~all~~ASC ~~potential future conditions~~815.

~~Changes~~Recent inAccounting ~~Internal Control over Financial Reporting~~Pronouncements

~~There~~We ~~was~~do nonot ~~change~~believe inthat ~~our internal control over~~any ~~financial~~recently ~~reporting~~issued, ~~that~~but ~~occurred~~not ~~during~~yet ~~the~~effective, ~~fiscal~~accounting ~~quarter~~standards, ofif ~~2025~~currently ~~covered by this Quarterly Report that has materially affected~~adopted, ~~or is~~would ~~reasonably~~have ~~likely~~a tomaterial ~~materially~~effect ~~affect,~~on our ~~internal~~unaudited ~~control over~~ condensed financial ~~reporting~~statements.

2122

~~PART~~Item II3. -Quantitative ~~OTHER~~and Qualitative ~~INFORMATION~~Disclosures About Market Risk

~~Item~~We 1.are ~~Legal~~a ~~Proceedings~~smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

ToItem ~~the~~4. ~~knowledge~~Controls ofand ~~our management, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.~~Procedures

~~Item~~Evaluation ~~1A.~~of ~~Risk~~Disclosure ~~Factors~~Controls and Procedures

~~Factors~~Disclosure controls are procedures that ~~could~~are ~~cause~~designed ~~our~~with ~~actual~~the ~~results~~objective ~~to differ~~of ~~materially~~ensuring ~~from~~that ~~those~~information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, ~~include~~is recorded, processed, summarized, and reported within the ~~risk~~time ~~factors~~period ~~described~~specified in ~~our~~the ~~final~~SEC’s ~~prospectus~~rules and ~~for~~forms. ~~our~~Disclosure ~~Initial~~controls ~~Public Offering~~are ~~filed~~also designed with the ~~SEC~~objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. AsOur ofmanagement evaluated, with the ~~date~~participation of ~~this~~our ~~Quarterly~~chief ~~Report~~executive officer and chief financial officer (our “Certifying Officers”), ~~there~~the ~~have~~effectiveness ~~been~~of noour ~~material~~disclosure ~~changes~~controls and procedures as of March 31, 2026, pursuant to Rule 13a-15(b) under the ~~risk~~Exchange ~~factors~~Act. ~~disclosed in~~Based upon that evaluation, our ~~final~~Certifying ~~prospectus~~Officers ~~for~~concluded ~~our~~that ~~Initial~~as ~~Public~~of ~~Offering~~March ~~filed~~31, ~~with~~2026, ~~the~~our ~~SEC~~disclosure controls and procedures were effective.

~~Item~~We 2do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. ~~Unregistered~~Disclosure ~~Sales~~controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~Equity~~the ~~Securities~~disclosure controls and ~~Use~~procedures are met. Further, the design of ~~Proceeds~~disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Unregistered~~Changes ~~Sales~~in ofInternal ~~Equity~~Control ~~Securities~~over Financial Reporting

OnThere ~~July~~were 2,no ~~2025,~~changes ~~the Company consummated the~~in ~~Initial~~our ~~Public~~internal ~~Offering~~control ofover ~~25,300,000~~financial ~~Units,~~reporting ~~which~~(as ~~included~~such ~~the~~term ~~full~~is ~~exercise~~defined byin ~~the~~Rules ~~underwriters~~13a-15(f) ofand ~~their over~~15d-~~allotment~~15(f) ~~option in the amount~~ of ~~3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000. The securities sold in~~ the ~~Initial~~Exchange ~~Public Offering were registered under the Securities~~ Act ~~on a registration statement on Form S-1 (No. 333-287538~~). ~~The~~during ~~SEC declared~~ the ~~registration~~ ~~statement~~most ~~effective~~recent onfiscal ~~June~~quarter ~~30,~~that ~~2025.~~have ~~Clear~~materially ~~Street~~affected, ~~LLC~~or ~~served~~are asreasonably ~~the~~likely ~~sole~~to ~~book-running~~materially ~~manager~~affect, ~~for~~our ~~the~~internal ~~Initial~~control ~~Public~~over ~~Offering~~financial reporting.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 720,000 Placement Units at a price of $10.00 per Placement Unit, in a private placement to Cohen Circle Sponsor II, LLC and Clear Street, generating gross proceeds of $7,200,000. Of those 720,000 Placement Units, Cohen Circle Sponsor II, LLC purchased 445,000 Placement Units and Clear Street purchased 275,000 Placement Units. The foregoing issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.23

~~Use~~PART II of- ~~Proceeds~~OTHER INFORMATION

~~Following~~Item ~~the closing of the Initial Public Offering on July 2, 2025, a total of $253,000,000 (which amount includes $10,780,000 of deferred underwriting fee) was placed in a U~~1.~~S.-based trust~~ ~~account~~Legal maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only (i) in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act, (ii) as uninvested cash, or (iii) in an interest bearing bank demand deposit account or other accounts at a bank. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on Management’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.Proceedings

~~Transaction~~To ~~costs~~the ~~amounted~~knowledge toof ~~$15,752,775,~~our ~~consisting~~management, ofthere ~~$4,400,000~~is ofno ~~cash~~material ~~underwriting~~litigation ~~fee,~~currently ~~$10~~pending or contemplated against us,~~780,000~~ any of ~~deferred~~our ~~underwriting~~officers ~~fee,~~or ~~and~~directors ~~$572,775~~in oftheir ~~other~~capacity ~~offering~~as ~~costs~~such or against any of our property.

~~The~~Item ~~remaining proceeds from the Initial Public Offering and the private placement are held outside the Trust Account, in the Company’s cash operating account~~1A. ~~Such~~Risk ~~funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.~~Factors

~~For~~Factors athat ~~description~~could ofcause our ~~the~~actual ~~use~~results ofto differ materially from those in this Quarterly Report include the ~~proceeds generated~~risk factors described in our ~~Initial~~Annual ~~Public~~Report ~~Offering,~~on Form ~~see~~10-K ~~Part~~for Ithe year ended December 31, ~~Item~~2025, 2as filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-QK for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026.

Item 32. ~~Defaults~~Unregistered ~~Upon~~Sales of ~~Senior~~Equity Securities and Use of Proceeds.

~~None~~Unregistered Sales of Equity Securities

~~Item~~On July 2, 2025, we sold 720,000 placement units in a private placement for an aggregate purchase price of $7,200,000, or $10.00 per unit, to the sponsor and Clear Street pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. ~~Mine~~Each ~~Safety~~Placement ~~Disclosures~~Unit consists of one Class A ordinary share and one fourth of a Placement Warrant. The Placement Warrants are identical to the warrants included in the Units issued in the Initial Public Offering, except that (1) they will not be redeemable by us; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

~~None~~Use of Proceeds

~~Item~~On 5July 2, 2025, we consummated the Initial Public Offering of 25,300,000 units, including full exercise of the over-allotment option, generating gross proceeds of $253,000,000. Each ~~Other~~Unit ~~Information~~consists of one Class A ordinary share and one fourth of one warrant, where each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

~~None~~Clear Street acted as sole book-running manager of the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-287538). The SEC declared the registration statement effective on June 30, 2025.

22We incurred a total of $15,752,775 in transaction costs related to the Initial Public Offering. We paid a total of $4,400,000 in cash underwriting discounts and commissions and $572,775 in other costs and expenses related to the Initial Public Offering. In addition, the underwriter agreed to defer $10,780,000 in underwriting discounts and commissions, which would be payable only upon consummation of an initial business combination.

~~Item~~Following 6the closing of the Initial Public Offering and the private placement, an amount of $253,000,000 ($10.00 ~~Exhibits~~per unit) from the net proceeds from the sale of the Units in the Initial Public Offering and the Placement Units in the private placement was placed in the Trust Account.

~~The~~For ~~following~~a ~~exhibits~~description ~~are~~of ~~filed~~the use asof ~~part~~the ~~of, or~~proceeds ~~incorporated~~generated byin ~~reference~~our ~~into~~Initial Public Offering, ~~this~~see ~~Quarterly~~Part ~~Report~~I, onItem 2 of this Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Item ~~Filed herewith~~3. Defaults Upon Senior Securities

** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.None

23Item 4. Mine Safety Disclosures

~~SIGNATURES~~None

InItem ~~accordance~~5. ~~with~~Other ~~the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Information

	COHEN CIRCLE ACQUISITION CORP. II
Date: November 13, 2025	By:	/s/ Betsy Z. Cohen
	Name:	Betsy Z. Cohen
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 13, 2025	By:	/s/ R. Maxwell Smeal
	Name:	R. Maxwell Smeal
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

None

24Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference ~~P5Y http://fasb.org/srt/2025#ChiefFinancialOfficerMember 0002064683~~into, ~~false Q3 --12-31~~this ~~0002064683 2025-01-01 2025-09-30~~Quarterly ~~0002064683 cciiu:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneThirdOfOneRedeemableWarrantMember 2025-01-01 2025-09-30~~Report ~~0002064683 cciiu:ClassAOrdinarySharesParValueUSDZeroPointZeroZeroZeroOnePerShareMember 2025-01-01 2025-09-30~~on ~~0002064683 cciiu:WarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareMember 2025-01-01 2025-09-30~~Form ~~0002064683 us~~10-gaap:CommonClassAMember 2025-11-13 0002064683 us-gaap:CommonClassBMember 2025-11-13 0002064683 2025-09-30 0002064683 2024-12-31 0002064683 us-gaap:CommonClassAMember 2025-09-30 0002064683 us-gaap:CommonClassAMember 2024-12-31 0002064683 us-gaap:CommonClassBMember 2025-09-30 0002064683 us-gaap:CommonClassBMember 2024-12-31 0002064683 2025-07-01 2025-09-30 0002064683 us-gaap:CommonClassAMember 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No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COHEN CIRCLE ACQUISITION CORP. II

Date: May 8, 2026	By:	/s/ Betsy Z. Cohen
	Name:	Betsy Z. Cohen
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

Date: May 8, 2026	By:	/s/ R. Maxwell Smeal
	Name:	R. Maxwell Smeal
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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