CCII 8-K
Cohen Circle Acquisition Corp. II (CCII)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |
Item 8.01. Other Events.
On February 24, 2026, Cohen Circle Acquisition Corp. II made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2025, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Cohen Circle Acquisition Corp. II PFIC Annual Statement – Class A | |
| 104 | Cover Page Interactive Data File (embedded within the InLine XBRL document) |
1
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.
| Dated: February 24, 2026 | COHEN CIRCLE ACQUISITION CORP. II | |
| By: | /s/ R. Maxwell Smeal | |
| Name: | R. Maxwell Smeal | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
Cohen Circle Acquisition Corp. II
PFIC Annual Statement
Entity Name: Cohen Circle Acquisition Corp. II
Cohen Circle Acquisition Corp. II (the “Company”) may be considered a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The following information is provided to allow a shareholder of the Company (a “Shareholder”) to make an election under Section 1295 of the Internal Revenue Code to treat the Company as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes. The QEF Election is optional and can only be made by the Shareholder. The Company is unable to make this election on behalf of the Shareholder. Please note that a QEF Election may not be recognized for state income tax purposes in some states. The PFIC rules are complex. Please consult with your personal tax advisor to determine whether or not it is advisable for you to make a QEF Election with respect to your investment in the Company.
| (1) | This PFIC Annual Information statement applies to the tax period of the Company: |
| Beginning 1/1/2025 | Ending 12/31/2025 |
| (2) | The Shareholder’s per-unit, per-day information for the Company’s taxable period specified in paragraph (1) is provided in the below chart. We recommend that all U.S. taxpayers consult a tax advisor concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements. |
| Fund Name (and name of any underlying funds if applicable) | Ticker | Ordinary Earnings (US$) | Net Capital Gains (US$) | |||
| Cohen Circle Acquisition Corp. II | CCII | 0.0010790114 | NONE |
| (3) | The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the Shareholder during the Company’s taxable period specified in paragraph (1) is as follows: |
| Cash: | NONE | |
| Fair Market Value of Property: | NONE |
| (4) | The Company will permit the Shareholder to inspect and copy the Company’s permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts and the Shareholder’s pro rata share thereof. |
| Cohen Circle Acquisition Corp. II | |||||
| Date: | February 24, 2026 | By: | /s/ R. Maxwell Smeal | ||
| Title: | Chief Financial Officer | ||||
Additional Information
The following additional information is supplied to enable the Shareholder to complete IRS Form 8621:
(Please note: a Shareholder may have additional filing disclosures including, but not limited to, Forms 926, 5471, and/or 8938 as a result of the Shareholder’s investment in the Company. Please consult your tax advisor.)
| Address of the PFIC: | 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 |
| Taxpayer Identification Number: | 98-1852032 |
| Country of Incorporation: | Cayman Islands |
| Date of Incorporation: | 12/4/2024 |