{"url_path":"/sec/caii/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/2115404/0001213900-26-067939-index.html","accession_number":"0001213900-26-067939","cik":"0002115404","ticker":"CAII","issuer_name":"Collective Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2115404/0001213900-26-067939-index.html","primary_entity_key":"0002115404","primary_entity_name":"Collective Acquisition Corp. II"},"word_count":342,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nOn February 20, 2026, we issued an aggregate of\n8,433,333 Class B ordinary shares, $0.0001 par value, in exchange for a $25,000 payment (approximately $0.003 per share) from the\nSponsor to cover certain expenses on our behalf. Up to 1,100,000 of the Founder Shares may be surrendered for no consideration depending\non the extent to which the underwriters’ over-allotment is exercised. As of April 30, 2026, the full over-allotment option remains\nopen. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nSubsequent to the quarterly period covered by\nthis Quarterly Report, on April 30, 2026, the Company consummated the Initial Public Offering of 22,000,000 Units at $10.00 per Unit,\ngenerating gross proceeds of $220,000,000. Clear Street acted as sole book-running manager of the Initial Public Offering. The securities\nin the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-294701). The Securities and Exchange\nCommission declared the registration statements effective on April 28, 2026.\n\n \n\nSimultaneously with the closing of the Initial\nPublic Offering, we consummated the sale of 5,837,500 Private Placement Warrants at a price of $0.80 per Private Placement Warrant, in\na private placement to our Sponsor, generating gross proceeds of $4,670,000.\n\n \n\nThe Private Placement Warrants are identical to\nthe warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable,\nassignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.\n\n \n\nOf the gross proceeds received from the Initial\nPublic Offering and the proceeds of the sale of the Private Placement Warrants, an aggregate of $221,100,000 was placed in the Trust Account.\n\n \n\nWe incurred total transaction costs of $10,530,159,\nconsisting of $1,650,000 of cash underwriting fees, $6,600,000 of deferred underwriting fees, and $2,280,159 of other offering costs.\n\n \n\nFor a description of the use of the proceeds generated\nin our Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}