{"url_path":"/sec/caiiu/8-k/2026-06-17/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2115404/0001213900-26-069661-index.html","accession_number":"0001213900-26-069661","cik":"0002115404","ticker":"CAII","issuer_name":"Collective Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2115404/0001213900-26-069661-index.html","primary_entity_key":"0002115404","primary_entity_name":"Collective Acquisition Corp. II"},"word_count":1027,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\nAs previously disclosed on a Current Report\non Form 8-K dated May 4, 2026 (the **“IPO Closing 8-K”**), Collective Acquisition Corp. II (the “**Company**”)\nconsummated its initial public offering (the **“IPO”**) of 22,000,000 units (the **“Units”**). Each Unit\nconsists of one Class A ordinary share of the Company, par value $0.0001 per share (the **“Class A Ordinary Shares”**),\nand one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for\n$11.50 per share (each, a **“Warrant”**). The Units were sold at an offering price of $10.00 per Unit, generating gross\nproceeds of $220,000,000. The Company granted Clear Street LLC, as representative of the several underwriters (collectively, the **“Underwriters”**),\na 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any (the **“Over-Allotment Option”**).\n\nAs previously disclosed in the IPO Closing 8-K,\nsimultaneously with the closing of the IPO, the Company consummated the private placement (the **“IPO Private Placement”**)\nwith Collective Acquisition Sponsor II LLC (the **“Sponsor”**) of 5,837,500 warrants (the **“Private Placement Warrants”**),\nat a price of $0.80 per Private Placement Warrant, generating gross proceeds of $4,670,000. The Private Placement Warrants were issued\npursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “**Securities Act**”), as the transaction did\nnot involve a public offering.\n\nAs previously disclosed in the IPO Closing 8-K,\nthe Company also issued in a private placement to the Underwriters 165,000 Class A Ordinary Shares upon the consummation of the IPO (the\n**“Representative Shares”**). The Representative Shares are identical to the Class A Ordinary Shares included in the Units,\nexcept that these securities may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short\nsale, derivative, put or call transaction that would result in the economic disposition of the securities by any person, for a period\nof 180 days from the date of the IPO except as permitted under FINRA Rule 5110(e)(2). The Underwriters have agreed not to transfer, assign\nor sell any Representative Shares without the Company’s prior written consent until the completion of the Company’s initial\nbusiness combination. In addition, the Underwriters have agreed (i) to waive their conversion rights (or right to participate in any tender\noffer) with respect to the Representative Shares in connection with the completion of the initial business combination, (ii) to waive\ntheir redemption rights with respect to the Representative Shares in connection with a shareholder vote to approve an amendment to the\nCompany’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s\nobligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 18 months from\nthe closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination\nactivity, and (iii) to waive their rights to liquidating distributions from the Company’s trust account with respect to the Representative\nShares if the Company fails to complete its initial business combination within 18 months from the closing of the IPO. The issuance of\nthe Representative Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as\nthe transaction did not involve a public offering.\n\nSubsequently, on June 11, 2026, the Underwriters\nexercised the Over-Allotment Option in full, and the closing of the issuance and sale of the additional Units (the **“Over-Allotment\nOption Units”**) occurred on June 12, 2026. The aggregate issuance by the Company of 3,300,000 Over-Allotment Option Units at\na price of $10.00 per Unit resulted in additional gross proceeds of $33,000,000. On June 12, 2026, simultaneously with the sale of the\nOver-Allotment Option Units, the Company consummated the private sale of an additional 412,500 Private Placement Warrants to the Sponsor\n(the “**Over-Allotment Private Placement Warrants**”), generating gross proceeds of $330,000 (the **“Over-Allotment\nPrivate Placement,”** together with the IPO Private Placement, the **“Private Placements”**). The Over-Allotment\nPrivate Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public\noffering. Simultaneously with the sale of the Over-Allotment Option Units and the Over-Allotment Private Placement Warrants, the Company\nissued an additional 24,750 Representative Shares to the Underwriters on the same terms and conditions as the Representative Shares issued\nin connection with the IPO. Including the Over-Allotment Option Units, the Company has now sold a total of 25,300,000 Units, generating\ntotal gross proceeds of $253,000,000, and a total of 6,250,000 Private Placement Warrants, generating total gross proceeds of $5,000,000.\n\n1\n\n \n\n \n\nA total of $254,265,000 of the net proceeds\nfrom the sale of the Units in the IPO (including the Over-Allotment Option Units) and the Private Placements (including the Over-Allotment\nPrivate Placement Warrants) was deposited in the Company’s trust account established for the benefit of the Company’s public\nshareholders, with Efficiency INC. acting as trustee. An unaudited pro forma balance sheet as of June 12, 2026, reflecting receipt of\nthe proceeds received by the Company in connection with the consummation of the IPO (including the Over-Allotment Option Units) and the\nPrivate Placements (including the Over-Allotment Private Placement Warrants), is included in this Current Report on Form 8-K as Exhibit\n99.1.\n\n**Separate Trading of Class A Ordinary Shares and Warrants**\n\nOn June 17, 2026, the Company issued a press\nrelease announcing that, commencing on June 22, 2026, the holders of the Units may elect to separately trade the Class A Ordinary Shares\nand the Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will\ntrade. The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols **“CAII”**\nand **“CAIIW,”** respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol\n**“CAIIU.”** Holders of Units will need to have their brokers contact Efficiency INC., the Company’s transfer agent,\nin order to separate the Units into Class A Ordinary Shares and Warrants.\n\nA copy of the press release is attached as\nExhibit 99.2 hereto and is incorporated herein by reference."}