CCAQ 8-K
Collective Acquisition Corp. (CCAQ)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by the shareholders of Collective Acquisition Corp., a Cayman Islands exempted company (the “Company”) at the Meeting (as defined below) on August 4, 2026, by special resolution, the Company amended the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Articles”) on August 4, 2026 in the form set forth in Annex A to the definitive proxy statement filed with the Securities and Exchange Commission on July 8, 2026 (the “Articles Amendment”), reflecting the extension of the date by which the Company must consummate an initial business combination from August 8, 2026 (the “Current Termination Date”) to August 8, 2027, for a total extension of twelve (12) months after the Current Termination Date (assuming an initial business combination has not occurred) (the “Articles Amendment Proposal”).
The foregoing description of the Articles Amendment is a summary only and is qualified in its entirety by reference to the full text of the Articles Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 4, 2026, the Company held an extraordinary general meeting of the shareholders of the Company (the “Meeting”). At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve, by special resolution, the Articles Amendment Proposal, and (2) a proposal to adjourn the Meeting to a later date or dates or indefinitely, if necessary or convenient, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Articles Amendment Proposal or (ii) where the board of directors has determined it is otherwise necessary (the “Adjournment Proposal”).
The Articles Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each proposal are set forth below.
Proposal No. 1 - Articles Amendment Proposal
The Articles Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTAIN | ||
| 15,841,860 | 1,719,170 | 0 |
Proposal No. 2 - Adjournment Proposal
The Adjournment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTAIN | ||
| 16,779,914 | 781,116 | 0 |
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Meeting, holders of 12,863,312 Class A ordinary shares of the Company exercised their right to redeem such shares for a pro rata portion of the funds held in the trust account. As a result, an estimated $135,190,109.16 (approximately $10.51 per share) will be removed from the trust account to pay such holders and an estimated $15,887,453.01 will remain in the trust account.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Form of Amendment to the Second Amended and Restated Memorandum and Articles of Association | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COLLECTIVE Acquisition Corp. | |||
| By: | /s/ Elliot Richmond | ||
| Name: | Elliot Richmond | ||
| Title: | Chairman and Chief Executive Officer | ||
| Date: August 10, 2026 | |||
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Exhibit 3.1
COLLECTIVE ACQUISITION CORP.
(Company)
Appleby Global Services (Cayman) Limited, Registered Office Service Provider of the Company, DOES HEREBY CERTIFY that the following is a true copy of the resolutions adopted by the shareholders of the Company by way of an extraordinary general meeting held at 11 a.m. Eastern Time on 4 August 2026 and that such resolutions are still in force and effect as at the date hereof.
| 1. | Amendment to the second amended and Restated Memorandum and Articles of Association |
RESOLVED, as a special resolution THAT, effective immediately, the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by:
(a) amending Article 53.6 by deleting the following:
“In the event that the Company does not consummate a Business Combination by 15 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.”
and replacing it with the following:
“In the event that the Company does not consummate a Business Combination by August 8, 2027, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$50,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.”
and (b) amending Article 53.7 by deleting the following:
“In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 15 months after the date of the closing of the IPO, or such later time as the Members may approve in accordance with the Articles, or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, of the Articles relating to the rights of holders of Class A Shares,
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.”
and replacing it with the following:
“In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by August 8, 2027, or such later time as the Members may approve in accordance with the Articles, or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, of the Articles relating to the rights of holders of Class A Shares,
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.”