0001213900-25-059554.txt : 20250630 0001213900-25-059554.hdr.sgml : 20250630 20250630150003 ACCESSION NUMBER: 0001213900-25-059554 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250630 DATE AS OF CHANGE: 20250630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen Circle Acquisition Corp. II CENTRAL INDEX KEY: 0002064683 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42726 FILM NUMBER: 251091488 BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 215-701-9555 MAIL ADDRESS: STREET 1: 620 FREEDOM BUSINESS CENTER STREET 2: SUITE 200 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: Cohen Circle Aqusition Corp. II DATE OF NAME CHANGE: 20250414 8-A12B 1 ea024711201-8a12b_cohen2.htm 8-A12B

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

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
(Address of Principal Executive Offices)   (Zip Code)
     
     
Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be so Registered

  

Name of Each Exchange on Which

Each Class is to be Registered

Units, each consisting of one Class A ordinary share and one fourth (1/4) of one Warrant   The NASDAQ Stock Market LLC
     
Class A Ordinary Shares, par value $0.0001 per share   The NASDAQ Stock Market LLC
     
Warrant Rights to purchase one Class A ordinary share   The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:                                                                            

 

333-287538

  (If applicable)

 

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

 

None

(Title of Class)

 

 

 

  

Item 1.     Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, Class A ordinary shares and warrant rights of Cohen Circle Acquisition Corp. II (the “Company” or the “Registrant”).  The description of the Company’s units, ordinary shares and warrant rights contained under the heading “Description of Securities” in the registration statement initially filed by the Company with the Securities and Exchange Commission on May 23, 2025, as amended from time to time (File No. 333-287538) (the “Registration Statement”), to which this Form 8-A relates is incorporated herein by reference.  Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2.     Exhibits.

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Capital Market, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  COHEN CIRCLE ACQUISITION CORP. II
     
Date: June 30, 2025 By:  /s/ Robert Maxwell Smeal
    Robert Maxwell Smeal
    Chief Financial Officer

 

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