Collective Acquisition Corp 8-K, filed Jul 20, 2026
Collective Acquisition Corp. (CCAQ)
About this 8-K
Collective Acquisition Corp filed this 8-K on July 20, 2026, reporting on events of July 17, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone
number, including area code: (
DUNE ACQUISITION CORPORATION II
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 1.01. Entry into a Material Definitive Agreement.
On July 17, 2026, Collective Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued an unsecured promissory note (the “Note”) in the principal amount of up to $500,000 to Collective Acquisition Sponsor LLC (the “New Sponsor”). The Note may be drawn down from time to time for costs and expenses reasonably related to the Company’s initial business combination (the “Business Combination”). The Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective (such earlier date, the “Maturity Date”). In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining outside of the trust account established in connection with the Company’s initial public offering (the “Trust Account”), if any. At any time prior to the Maturity Date, the New Sponsor has the right (but not the obligation) to convert all or any portion of the outstanding principal amount of the Note into private placement warrants of the Company, at a conversion price of $1.00 per warrant. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (and incorporated herein by reference).
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 to the extent required herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 17, 2026, the Board of Directors (the “Board”) of the Company approved the following changes to the Company’s management: (i) Maximilian Staedtler was appointed to serve as Chief Financial Officer of the Company, effective July 17, 2026, and (ii) Elliot Richmond resigned as the Chief Financial Officer of the Company, effective July 17, 2026. Mr. Richmond will continue to serve as the Chairman of the Board and the Chief Executive Officer of the Company. Mr. Richmond’s existing arrangements with the Company remain unchanged.
Mr. Staedtler, age 34, brings extensive experience in investment banking, capital markets, investing, and corporate development. Mr. Staedtler is a Partner at CCM Capital Markets LP, an affiliate of Collective Capital Management. Previously, he served as Director of Corporate and Business Development at AquaFence from 2025 to 2026. Before that, through his consulting practice, Mr. Staedtler provided strategic advisory and fractional CFO services to companies in the consumer packaged goods manufacturing and financial technology industries. Earlier, from 2022 to 2025, he was Managing Director at 10X Capital, where he advised companies on strategic and capital markets initiatives. Earlier in his career, Mr. Staedtler was a Vice President in the Technology, Media and Telecommunications Investment Banking Group at Goldman Sachs, advising clients on mergers and acquisitions, financings, and other strategic transactions.
There are no arrangements or understandings between Mr. Staedtler and any other person pursuant to which Mr. Staedtler was appointed as Chief Financial Officer. Mr. Staedtler does not have any family relationships with any of the Company’s directors or executive officers and is not party to any transactions or proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Promissory Note issued by Collective Acquisition Corp. in favor of Collective Acquisition Sponsor LLC, dated July 17, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within 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 | ||
Dated: July 20, 2026
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Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Up to $500,000.00 | Dated as of July 17, 2026 |
Collective Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Collective Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Five Hundred Thousand Dollars ($500,000.00) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire unpaid principal balance of this Note shall be payable by the Maker on the earlier of: (i) the date on which Maker consummates its initial business combination (the “Business Combination”) and (ii) the date that the winding up of Maker is effective (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Five Hundred Thousand Dollars ($500,000.00) in drawdowns under this Note to be used for costs and expenses reasonably related to Maker’s Business Combination. Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Five Hundred Thousand Dollars ($500,000.00). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Conversion.
(a) Notwithstanding anything to the contrary contained in this Note, at any time prior to the Maturity Date, Payee shall have the right (but not the obligation) to convert all or any portion of the outstanding and unpaid principal amount owed to Payee under this Note into warrants of Maker equivalent to the private placement warrants issued by Maker in connection with its initial public offering (together with any replacement securities issued by the successor public company to Maker in the Business Combination, the “Conversion Warrants”) at a conversion price of $1.00 per warrant.
(b) Upon any conversion of all or a portion of the outstanding principal amount of this Note pursuant to this Section 5, (i) such converted amount shall be deemed fully paid and satisfied, (ii) Payee shall surrender this Note, duly endorsed, to Maker at the address specified by Maker, (iii) if only a portion of this Note is converted, Maker shall promptly deliver to Payee a new duly executed Note in the principal amount that remains outstanding after such conversion, and (iv) Maker shall deliver to Payee (or its designees) the applicable Conversion Warrants, which shall bear such legends as are required by applicable federal and state securities laws or by any agreement between Maker and Payee.
6. Events of Default. The following shall constitute an event of default (“Event of Default”):
i. Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
ii. Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or restructuring officer (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
iii. Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7. Remedies.
i. Upon the occurrence of an Event of Default specified in Section 6(i) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
ii. Upon the occurrence of an Event of Default specified in Sections 6(ii) or 6(iii), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
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11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants or units issued in a private placement to occur prior to the consummation of the IPO are deposited, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Collective Acquisition Corp. | |||
| By: | /s/ Elliot Richmond | ||
| Name: | Elliot Richmond | ||
| Title: | Chief Executive Officer | ||
| Accepted and Agreed: | |||
| Collective Acquisition Sponsor LLC | |||
| By: | /s/ Elliot Richmond | ||
| Name: | Elliot Richmond | ||
| Title: | Authorized Signatory | ||
[Signature Page to Promissory Note]