UPLOAD Filing
Cohen Circle Acquisition Corp. II
Date: June 25, 2025 · CIK: 0002064683 · Accession: 0000000000-25-006604
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287538
Letter
Re: Cohen Circle Aqusition Corp. II Amendment No. 1 to Registration Statement on Form S-1 Filed June 10, 2025 File No. 333-287538 Dear Betsy Cohen:
June 24, 2025
Betsy Cohen Chief Executive Officer Cohen Circle Aqusition Corp. II 2929 Arch Street, Suite 1703 Philadelphia, PA 19104
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 7, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1 Founder shares, page 19
1. We note disclosure on page 23, and elsewhere in the filing, that "if the non-managing sponsor investors purchase a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than other public shareholders in approving our initial business combination. " Please revise to clarify that regardless of the number of units they purchase, non-managing sponsor investors will have different interests than other public shareholders in that they will be incentivized to vote for a business combination due to their indirect interest in founder shares and their placement warrants. Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you June 24, 2025 Page 2
have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction
cc: Mark E. Rosenstein, Esq.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 24, 2025 Betsy Cohen Chief Executive Officer Cohen Circle Aqusition Corp. II 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Re: Cohen Circle Aqusition Corp. II Amendment No. 1 to Registration Statement on Form S-1 Filed June 10, 2025 File No. 333-287538 Dear Betsy Cohen: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 7, 2025 letter. Amendment No. 1 to Registration Statement on Form S-1 Founder shares, page 19 1. We note disclosure on page 23, and elsewhere in the filing, that "if the non-managing sponsor investors purchase a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than other public shareholders in approving our initial business combination. " Please revise to clarify that regardless of the number of units they purchase, non-managing sponsor investors will have different interests than other public shareholders in that they will be incentivized to vote for a business combination due to their indirect interest in founder shares and their placement warrants. Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you June 24, 2025 Page 2 have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark E. Rosenstein, Esq. </TEXT> </DOCUMENT>