SecProbe.io

CORRESP
 1
 filename1.htm

 Cohen Circle Acquisition Corp. II

 2929 Arch Street, Suite 1703
Philadelphia, PA 19104

 June 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Stacie Gorman and David Link

 Re:
 Cohen Circle Acquisition Corp. II
Registration Statement on Form S-1
Filed May 23, 2025
File No. 333-287538

 Dear Ms. Gorman:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Cohen Circle Acquisition Corp. II (the "Registrant") hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00PM eastern time on Monday, June 30, 2025, or as soon as practicable
thereafter.

 Very truly yours,

 /s/ R. Maxwell Smeal

 R. Maxwell Smeal
Chief Financial Officer

CORRESP
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 Clear Street LLC

 150 Greenwich St.

 Floor 45

 New York, New York 10007

 June 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attention: Stacie Gorman and David Link

 Re: Cohen Circle Acquisition Corp.
II

 Registration Statement on Form S-1

 Initially filed May 23, 2025, as amended

 File No. 333-287538

 Dear Ms. Gorman and
Mr. Link,

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Cohen Circle Acquisition Corp.
II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00
p.m. ET on Monday, June 30, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it
has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

 Clear Street LLC

 By:
 /s/Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 cc:
 Stevens & Lee

 [Signature Page to Underwriter's Acceleration
Request]

CORRESP
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 Cohen Circle Acquisition Corp. II

 2929 Arch Street, Suite 1703

 Philadelphia, PA 19104

 June 25, 2025

 VIA EDGAR TRANSMISSION

 Stacie Gorman

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re:
 Cohen Circle Acquisition Corp. II

 Amendment No. 1 to
Registration Statement on Form S-1

 Filed June 10, 2025

 File No. 333-287538

 Dear Ms. Gorman:

 On behalf of Cohen Circle Acquisition Corp. II
(the " Company "), we submit this letter in response to comments of the staff (the " Staff ") of the
U.S. Securities and Exchange Commission (the " Commission ") contained in its letter dated June 24, 2025 relating to
Amendment No. 1 to the Registration Statement on Form S-1 of the Company filed with the Commission on June 10, 2025 (the " Registration
Statement "). We are concurrently filing via EDGAR Amendment No. 2 to the Registration Statement (the " Amendment ").

 Set forth below are the Company's responses to the Staff's comments. For ease of reference, the Staff's comment is reproduced
below in bold and is followed by the Company's response. In addition, unless otherwise indicated, all references to page numbers
in such response are to page numbers in the Amendment submitted concurrently herewith.

 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.

 The Company acknowledges the Staff's comment and has
revised the Amendment on pages 23, 31, 68, 128, 132 and 156 to clarify that the non-managing sponsor investors will have different interests
and will be incentivized to vote for a business combination, even if they do not purchase public shares.

 If you have any questions regarding this letter,
please contact Mark Rosenstein, the Company's legal counsel, at 610-205-6050.

 Sincerely yours,

 /s/ R. Maxwell Smeal

 R. Maxwell Smeal
 Chief Financial Officer
 Cohen Circle Acquisition Corp. II

<DOCUMENT>
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<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>

CORRESP
 1
 filename1.htm

 Cohen
Circle Acquisition Corp. II

 2929
Arch Street, Suite 1703

 Philadelphia,
PA 19104

 June
10, 2025

 VIA
EDGAR TRANSMISSION

 Stacie
Gorman

 Office
of Real Estate & Construction

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re:
 Cohen
 Circle Acquisition Corp. II

 Registration
Statement on Form S-1

 Filed
May 23, 2025

 File
No. 333-287538

 Dear
Ms. Gorman:

 On
behalf of Cohen Circle Acquisition Corp. II (the " Company "), we submit this letter in response to comments of the
staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") contained
in its letter dated June 7, 2025 relating to the Registration Statement on Form S-1 of the Company filed with the Commission on
May 23, 2025 (the " Registration Statement "). We are concurrently filing via EDGAR Amendment No. 1 to the Registration
Statement (the " Amendment ").

 Set
forth below are the Company's responses to the Staff's comments. For ease of reference, each of the Staff's comments
is reproduced below in bold and is followed by the Company's response. In addition, unless otherwise indicated, all references
to page numbers in such responses are to page numbers in the Amendment submitted concurrently herewith.

 Registration
Statement on Form S-1

 Cover
Page

 1. We
 note your response to prior comment 1. We note your disclosure in paragraph 8 that "The
 Class B ordinary shares will automatically convert into Class A ordinary shares
 in connection with the consummation of our initial business combination . . . ."
 We also note your statement that "If we increase or decrease the size of the offering,
 we will effect a share capitalization or a share repurchase or redemption or other appropriate
 mechanism, as applicable, with respect to our Class B ordinary shares immediately prior
 to the consummation of the offering in such amount as to maintain the ownership of founder
 shares by our sponsor, on an as-converted basis, at 25% of our issued and outstanding ordinary
 shares upon the consummation of this offering." This statement appears to indicate
 that it is possible that all Class B shares may be converted to Class A shares
 prior to the initial business combination upon consummation of the offering. Supplementally
 advise us whether the Class B shares will be converted to Class A shares prior
 to the initial business combination.

 The
Company supplementally advises the Staff that pursuant to clause 17.2(a) of the Company's Amended and Restated Memorandum and Articles
of Association, holders of the Class B shares have the right to convert such Class B shares into Class A shares at any time and from
time to time prior to the initial business combination; however, the Company is not aware of any present intention to do so.

 Risk
Factors, page 47

 2. We
 note your forum provision in clause 52 of your Amended and Restated Memorandum and Articles
 of Association. Please add risk factor disclosure to address the risks of this provision
 and also revise your disclosure in your section "Description of Securities" section
 starting on page 171 to disclose this provision.

 The Company acknowledges the Staff's comment and has added the requested disclosure with respect to the forum provision on pages
79 and 185.

 Proposed
Business

 Sponsor
Information, page 117

 3. We
 note your response to prior comment 9. We note you disclosed that "R. Maxwell Smeal,
 our Chief Financial Officer, and Amanda Abrams, our Vice Chairman, serve as officers of our
 sponsor and will participate in the direction and management of our company." Please
 disclose if they will own direct or indirect material interests in your sponsor and clarify
 the nature and amount of their interests, as required by Item 1603(a)(7) of Regulation S-K.

 The
Company acknowledges the Staff's comment and has revised the sponsor information on page 117, as Ms. Abrams will only serve as
a director of the SPAC and not an officer of the sponsor.

 Underwriting,
page 201

 4. We
 were not able to locate your response to prior comment 11 and reissue. We note your disclosure
 that, with respect to 75% of the deferred underwriting commission, you have sole discretion
 as to whether to pay this amount. Please clarify what factors the company and the sponsor
 will consider in determining whether to use discretion either to pay this amount or not pay
 the remainder of the deferred payment. Additionally, please clarify why the underwriters
 have agreed to potentially give up 75% of the deferred compensation.

 The Company acknowledges the Staff's comment and has updated the Underwriting section at page 203 to discuss the factors surrounding
the payment of the deferred underwriting commission, and the rationale behind the Company's ability to potentially withhold up to
75%.

 Information
not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules.
Exhibit 10.2, page II-2

 5. We
 note that clause 1 of the letter agreement states: "The Sponsors and each Insider agrees
 with the Company that if the Company seeks shareholder approval of a proposed Business Combination,
 then in connection with such proposed Business Combination, it, he or she shall (i) vote
 any Shares owned by it, him or her in favor of any proposed Business Combination."
 However, we note your disclosure on page 18 and elsewhere carves out "public shares
 such parties may purchase in compliance with the requirements of Rule 14e-5 under the
 Exchange Act." Please advise or revise as appropriate.

 The
Company acknowledges the Staff's comment and has revised clause 1 of the letter agreement to include the carveout for public shares
that may be purchased in compliance with the requirements of Rule 14e-5 under the Exchange Act.

 2

 If
you have any questions regarding this letter, please contact Mark Rosenstein, the Company's legal counsel, at 610-205-6050.

 Sincerely yours,

 /s/
 R. Maxwell Smeal

 R.
 Maxwell Smeal
 Chief
 Financial Officer
 Cohen Circle Acquisition Corp. II

 3

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 June 7, 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
 Registration Statement on Form S-1
 Filed May 23, 2025
 File No. 333-287538
Dear Betsy Cohen:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. Any references to prior comments are to comments in our May 15, 2025
letter.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1. We note your response to prior comment 1. We note your disclosure in
paragraph 8
 that The Class B ordinary shares will automatically convert into
Class A ordinary
 shares in connection with the consummation of our initial business
combination .
 We also note your statement that If we increase or decrease the size
of the offering,
 we will effect a share capitalization or a share repurchase or
redemption or other
 appropriate mechanism, as applicable, with respect to our Class B
ordinary shares
 immediately prior to the consummation of the offering in such amount as
to maintain
 the ownership of founder shares by our sponsor, on an as-converted
basis, at 25% of
 our issued and outstanding ordinary shares upon the consummation of this
offering.
 This statement appears to indicate that it is possible that all Class B
shares may be
 converted to Class A shares prior to the initial business combination
upon
 consummation of the offering. Supplementally advise us whether the Class
B shares
 June 7, 2025
Page 2

 will be converted to Class A shares prior to the initial business
combination.
Risk Factors, page 47

2. We note your forum provision in clause 52 of your Amended and Restated
 Memorandum and Articles of Association. Please add risk factor
disclosure to address
 the risks of this provision and also revise your disclosure in your
section "Description
 of Securities" section starting on page 171 to disclose this provision.
Proposed Business
Sponsor Information, page 117

3. We note your response to prior comment 9. We note you disclosed that "R.
Maxwell
 Smeal, our Chief Financial Officer, and Amanda Abrams, our Vice
Chairman, serve
 as officers of our sponsor and will participate in the direction and
management of our
 company." Please disclose if they will own direct or indirect material
interests in your
 sponsor and clarify the nature and amount of their interests, as
required by Item
 1603(a)(7) of Regulation S-K.
Underwriting, page 201

4. We were not able to locate your response to prior comment 11 and
reissue. We note
 your disclosure that, with respect to 75% of the deferred underwriting
commission,
 you have sole discretion as to whether to pay this amount. Please
clarify what factors
 the company and the sponsor will consider in determining whether to use
discretion
 either to pay this amount or not pay the remainder of the deferred
payment.
 Additionally, please clarify why the underwriters have agreed to
potentially give up
 75% of the deferred compensation.
Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules.
Exhibit 10.2, page II-2

5. We note that clause 1 of the letter agreement states: "The Sponsors and
each Insider
 agrees with the Company that if the Company seeks shareholder approval
of a
 proposed Business Combination, then in connection with such proposed
Business
 Combination, it, he or she shall (i) vote any Shares owned by it, him or
her in favor of
 any proposed Business Combination." However, we note your disclosure on
page 18
 and elsewhere carves out "public shares such parties may purchase in
compliance with
 the requirements of Rule 14e-5 under the Exchange Act." Please advise or
revise as
 appropriate.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 June 7, 2025
Page 3

 Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468
if you
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>

CORRESP
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 Cohen Circle Acquisition Corp. II

 2929 Arch Street, Suite 1703

 Philadelphia, PA 19104

 May 23, 2025

 VIA EDGAR TRANSMISSION

 Stacie Gorman

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re: Cohen Circle Acquisition Corp. II

 Draft Registration Statement on
Form S-1

 Submitted April 18, 2025

 CIK No. 0002064683

 Dear Ms. Gorman:

 On behalf of Cohen Circle Acquisition Corp. II
(the " Company "), we submit this letter in response to comments of the staff (the " Staff ") of the
U.S. Securities and Exchange Commission (the " Commission ") contained in its letter dated May 15, 2025 relating to the
Draft Registration Statement on Form S-1 of the Company confidentially submitted with the Commission on April 18, 2025. We are concurrently
live filing via EDGAR the Registration Statement on Form S-1 (the " Form S-1 ").

 Set forth below are the Company's responses
to the Staff's comments. For ease of reference, each of the Staff's comments is reproduced below in bold and is followed
by the Company's response. In addition, unless otherwise indicated, all references to page numbers in such responses are to
page numbers in the Form S-1 submitted concurrently herewith.

 Draft Registration Statement on Form S-1

 Cover Page

 1. We
note your disclosure in paragraph 8 that it is possible that all Class B shares may be converted to Class A shares prior
to the initial business combination. Please clarify the impact this would have on the anti-dilution provision upon consummation of your
business combination.

 The Company acknowledges the Staff's
comment and has revised paragraph 8 on the cover page to include and clarify the impact of the anti-dilution provision upon consummation
of the business combination.

 2. In
paragraph 9, please ensure that the cross-references are presented in prominent type. Please refer to Item 1602(a)(5) of Regulation S-K.

 The Company has revised the cross-references
in paragraph 9 on the cover page to ensure that they are presented in prominent type.

 Summary

 Sponsor Information, page 8

 3. We
note your disclosure on page 12 that "in order to facilitate our initial business combination or for any other reason determined
by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, placement units
or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities." Please
add risk factor disclosure regarding any risk that the sponsor may remove itself as Sponsor from the company before identifying a business
combination, including through the unconditional ability to transfer the founder shares or otherwise.

 The Company acknowledges the Staff's comment and has added the requested risk factor disclosure on page 66.

 4. Please
revise your disclosure outside the table to state whether the exercise of the private warrants and warrants issued in on a cashless basis
and the conversion of the working capital loans into warrants may result in a material dilution of the purchasers' equity interests.
Please refer to 1602(b)(6), and 1603(a)(6) of Regulation S-K.

 The Company acknowledges the Staff's
comment and has revised the disclosure on page 10 to discuss the material dilution to the public shareholders upon the exercise of the
warrants, including cashless exercise, and conversion of working capital loans into units that contain warrants.

 5. We
note your reference to Clear Street in your letter agreement restrictions table, on page 10. Please revise the table, here and on
page 117, to disclose the lock-up agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.

 The Company acknowledges the Staff's comment and has revised the lead-in to the restrictions table on pages 11 and 119 to additionally
disclose the subscription agreement with the underwriter that includes the applicable lock-up provisions.

 Manner of Conducting Redemptions, page 31

 6. We
note your disclosure on page 34 regarding potential additional financings. Please provide all of the disclosure required by Item
1602(b)(5) of Regulation S-K including how the terms of additional financings may impact unaffiliated security holders.

 The Company acknowledges the Staff's comment and has added the
requested disclosure with respect to additional financings on pages 8 to 9 and 116 to 117.

 2

 Conflicts of Interest, page 39

 7. We
note on page 8, you indicate that you do not believe "any fiduciary duties or contractual obligations of our directors or officers
would materially undermine our ability to complete our business combination." We further note though that you disclose that your
"sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check
company prior to completion of our initial business combination." Please revise to reconcile and clearly indicate the basis for
your belief. If any of your sponsor, officers or directors are affiliated with any other SPACs, please disclose this and clarify how opportunities
to acquire targets will be allocated among SPACs. Please make similar revisions to your disclosure on page 148. Please refer to Items
1602(b)(7) and 1603(b) of Regulation S-K.

 The Company acknowledges the Staff's comment and has revised the disclosure on pages 8, 39 to 41, 65 to 66, 115 and 153 to clarify
and discuss how opportunities to acquire targets will be allocated, and that the fiduciary duties or contractual obligations of the Company's
insiders could materially affect its ability to complete an initial business combination.

 Dilution, page 98

 8. Please
tell us how your presentation of deferred underwriting commissions within your dilution calculations is consistent with your disclosure
elsewhere in the document regarding how the deferred underwriting commissions are calculated. For example, we note disclosures within
your filing indicating that up to 75% of your deferred underwriting commissions shall be due and payable in your sole discretion.

 The Company acknowledges the Staff's comment and has corrected the dilution table and added a footnote to the deferred underwriting
commissions line item to clarify.

 Proposed Business

 Sponsor Information, page 115

 9. We
note disclosure that "other than [your] officers and directors, no other person has a direct or indirect material interest in [your]
sponsor. In addition, [your] independent directors will receive for their services as a director an indirect interest in the founder shares
through membership interests in [your] sponsor." Please revise to specifically identify all of the persons who have a direct or
indirect material interest in the SPAC sponsor, as well as the nature and amount of their interests, as required by Item 1603(a)(7) of
Regulation S-K. Please also revise your disclosure on page 145 to discuss the membership interests in the sponsor that your
independent directors will receive for their services as a director. See Item 402(r)(3) of Regulation S-K.

 The Company acknowledges the Staff's comment and has revised the sponsor information on pages 117, 149 and 163 to disclose the persons
who have a director or indirect material interest in the sponsor, as well as to quantify the interests that the independent directors
will receive.

 3

 FinTech1, page 152

 10. Please
revise your disclosure with respect to your prior SPACs, as appropriate to address any SPAC liquidations, any extensions of the time to
complete the transaction and the level of redemptions in connection therewith, and information concerning any completed business combinations,
including the financing needed for the transactions and the level of redemptions. We note that you have provided certain of these disclosures
for some of the transactions and not for others. Please refer to Item 1603(a)(3) of Regulation S-K.

 The Company acknowledges the Staff's comment and has revised
the disclosure with respect to prior SPACs on pages 156 to 162. The Company further notes that it has added a new section, Liquidated
SPACs, on page 162 to disclose all prior SPAC liquidations.

 Underwriting, page 196

 11. We
note your disclosure that, with respect to 75% of the deferred underwriting commission, you have sole discretion as to whether to pay
this amount. Please clarify what factors the company and the sponsor will consider in determining whether to use discretion either to
pay this amount or not pay the remainder of the deferred payment. Additionally, please clarify why the underwriters have agreed to potentially
give up 75% of the deferred compensation.

 The Company acknowledges the Staff's comment and advises the Staff that the decision on whether to pay all or a portion of the discretionary
deferred underwriting commission will be based on a number of factors, including the contributions provided by the underwriters to the
Company with respect to the identification and order generation from investors for the initial public offering as well as in support of
the Company's search for a business combination target, the Company's overall satisfaction with the services provided by the
underwriters during the process, the amount of other expenses due and payable by the parties at the time of the consummation of a business
combination and the level of redemptions in connection with the consummation of a business combination. The Company further advises the
Staff that the underwriters are willing to give up a portion of the deferred underwriting commission in order to provide the Company with
maximum flexibility in structuring and completing a successful business combination.

 4

 If you have any questions regarding this letter,
please contact Mark Rosenstein, the Company's legal counsel, at 610-205-6050.

 Sincerely yours,

 /s/ R. Maxwell Smeal

 R. Maxwell Smeal
 Chief Financial Officer
 Cohen Circle Acquisition Corp. II

 5

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 May 15, 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
 Draft Registration Statement on Form S-1
 Submitted April 18, 2025
 CIK No. 0002064683
Dear Betsy Cohen:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. We note your disclosure in paragraph 8 that it is possible that all
Class B shares may
 be converted to Class A shares prior to the initial business
combination. Please clarify
 the impact this would have on the anti-dilution provision upon
consummation of your
 business combination.
2. In paragraph 9, please ensure that the cross-references are presented in
prominent
 type. Please refer to Item 1602(a)(5) of Regulation S-K.
Summary
Sponsor Information, page 8

3. We note your disclosure on page 12 that "in order to facilitate our
initial business
 May 15, 2025
Page 2

 combination or for any other reason determined by our sponsor in its
sole discretion,
 our sponsor may surrender or forfeit, transfer or exchange our founder
shares,
 placement units or any of our other securities, including for no
consideration, as well
 as subject any such securities to earn-outs or other restrictions, or
otherwise amend the
 terms of any such securities or enter into any other arrangements with
respect to any
 such securities." Please add risk factor disclosure regarding any risk
that the sponsor
 may remove itself as Sponsor from the company before identifying a
business
 combination, including through the unconditional ability to transfer the
founder shares
 or otherwise.
4. Please revise your disclosure outside the table to state whether the
exercise of the
 private warrants and warrants issued in on a cashless basis and the
conversion of the
 working capital loans into warrants may result in a material dilution of
the purchasers'
 equity interests. Please refer to 1602(b)(6), and 1603(a)(6) of
Regulation S-K.
5. We note your reference to Clear Street in your letter agreement
restrictions table, on
 page 10. Please revise the table, here and on page 117, to disclose the
lock-
 up agreement with the underwriter. See Item 1603(a)(9) of Regulation
S-K.
Manner of Conducting Redemptions, page 31

6. We note your disclosure on page 34 regarding potential additional
financings. Please
 provide all of the disclosure required by Item 1602(b)(5) of Regulation
S-K
 including how the terms of additional financings may impact unaffiliated
security
 holders.
Conflicts of Interest, page 39

7. We note on page 8, you indicate that you do not believe "any fiduciary
duties or
 contractual obligations of our directors or officers would materially
undermine our
 ability to complete our business combination." We further note though
that you
 disclose that your "sponsor, officers and directors may participate in
the formation of,
 or become an officer or director of, any other blank check company prior
to
 completion of our initial business combination." Please revise to
reconcile and clearly
 indicate the basis for your belief. If any of your sponsor, officers or
directors are
 affiliated with any other SPACs, please disclose this and clarify how
opportunities to
 acquire targets will be allocated among SPACs. Please make similar
revisions to your
 disclosure on page 148. Please refer to Items 1602(b)(7) and 1603(b) of
Regulation S-
 K.
Dilution, page 98

8. Please tell us how your presentation of deferred underwriting
commissions within
 your dilution calculations is consistent with your disclosure elsewhere
in the
 document regarding how the deferred underwriting commissions are
calculated. For
 example, we note disclosures within your filing indicating that up to
75% of your
 deferred underwriting commissions shall be due and payable in your sole
discretion.
 May 15, 2025
Page 3

Proposed Business
Sponsor Information, page 115

9. We note disclosure that "other than [your] officers and directors, no
other person has a
 direct or indirect material interest in [your] sponsor. In addition,
[your] independent
 directors will receive for their services as a director an indirect
interest in the founder
 shares through membership interests in [your] sponsor." Please revise to
specifically
 identify all of the persons who have a direct or indirect material
interest in the SPAC
 sponsor, as well as the nature and amount of their interests, as
required by Item
 1603(a)(7) of Regulation S-K. Please also revise your disclosure on page
145 to
 discuss the membership interests in the sponsor that your independent
directors will
 receive for their services as a director. See Item 402(r)(3) of
Regulation S-K.
FinTech1, page 152

10. Please revise your disclosure with respect to your prior SPACs, as
appropriate to
 address any SPAC liquidations, any extensions of the time to complete
the transaction
 and the level of redemptions in connection therewith, and information
concerning any
 completed business combinations, including the financing needed for the
transactions
 and the level of redemptions. We note that you have provided certain of
these
 disclosures for some of the transactions and not for others. Please
refer to Item
 1603(a)(3) of Regulation S-K.
Underwriting, page 196

11. We note your disclosure that, with respect to 75% of the deferred
underwriting
 commission, you have sole discretion as to whether to pay this amount.
Please clarify
 what factors the company and the sponsor will consider in determining
whether to use
 discretion either to pay this amount or not pay the remainder of the
deferred payment.
 Additionally, please clarify why the underwriters have agreed to
potentially give up
 75% of the deferred compensation.
 Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468
if you
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.
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