Collective Acquisition Corp. II Locks In $10‑Per‑Unit Pricing, Raises Up to $258 M

---

Collective Acquisition Corp. II, the newest special‑purpose acquisition company to hit the market, filed a Form 424B4 on April 29, 2026 that spells out the final terms of its initial public offering. The filing confirms a unit price of $10.00, the same figure shown on the cover page of the earlier registration statement, and sets the stage for a gross‑proceeds range of $224.67 million to $258.00 million – the lower end reflecting the base 22 million‑unit offering, the higher end assuming the underwriters’ 45‑day overallotment is fully exercised.

The money math * **Base offering:** 22 million units at $10 each = $220 million gross. * **Overallotment option:** up to an additional 3.3 million units, which would lift gross proceeds to $258 million. * **Underwriting commission:** 0.75 % of public proceeds – $1.65 million (base) or $1.90 million (full overallotment). * **Other offering expenses:** $600 k (base) or $682.5 k (full). * **Net proceeds:** $222.42 million without the overallotment, $255.42 million with it. * **Trust deposit:** Roughly 100.5 % of the public offering size – $221.10 million (base) or $254.27 million (full) – will be placed in a trust account that can only be invested in short‑term U.S. Treasury securities or qualifying money‑market funds.

The filing also earmarks a modest $1.32 million (or $1.155 million with the overallotment) for expenses outside the trust, covering accounting due‑diligence, regulatory fees, Nasdaq listing costs, office‑space reimbursement, directors’ and officers’ liability insurance, and miscellaneous working capital.

How the price stacks up The prospectus supplement does not restate a preliminary price range, but the $10 per unit figure matches the midpoint of the $9.50‑$10.00 band that most SPACs of this size have floated in recent months. Pricing at the top of that band signals that the underwriting syndicate – led solely by **UBS** according to the filing – sensed solid demand from institutional investors. In a market where many blank‑check vehicles have been forced to discount heavily to attract capital, CAII’s ability to hold the $10 price point is a modest vote of confidence.

What the cash will do All but a sliver of the proceeds are locked in the trust until CAII consummates its **initial business combination**. At that point, the trust cash will be used primarily to: 1. Pay the sellers of the target business; 2. Cover transaction expenses, including deferred underwriting commissions to Clear Street; 3. Reimburse the underwriters up to $100 k for actual offering costs; 4. Repay a non‑interest‑bearing sponsor loan of up to $300 k.

Any residual cash after those obligations may be directed toward general corporate purposes – working‑capital needs, debt service, or future acquisitions – but the filing makes clear that the bulk of the money is earmarked for the merger itself.

Risk flags that matter now * **Dilution from sponsor shares:** The sponsor bought founder shares at a nominal $0.003 per share, instantly expanding the public share count. * **Private warrants:** The sponsor is entitled to **5,837,500 private warrants** (up to 6,250,000 if the overallotment is exercised) exercisable at $11.50 per share. Their future conversion would further dilute public shareholders. * **Overallotment risk:** If UBS exercises the full 3.3 million‑unit option, the share pool swells by roughly 15 %, pressuring post‑combination pricing. * **Business‑combination uncertainty:** The filing stresses that CAII’s limited resources and intense competition for targets could prevent a deal, forcing liquidation of the trust and potentially returning less than the original investment. * **Additional financing:** The prospectus allows up to $1.5 million of extra capital from sponsors or affiliates, convertible into warrants at $1.00 each – another dilution vector.

Market backdrop CAII’s pricing comes amid a modest rebound in SPAC activity after a 2024‑2025 slump that saw many blank‑check vehicles fail to close deals. Analysts have noted that investors are now demanding tighter sponsor incentives and clearer use‑of‑proceeds disclosures – both of which appear in CAII’s filing. While the broader IPO market remains jittery, the $10 price point and the sizable trust deposit suggest that CAII has attracted enough institutional appetite to move forward, at least on paper.

The real test will be whether the company can locate a target that justifies the $255 million (full‑overallotment) cash pile without eroding shareholder value through the layers of warrants and sponsor‑driven dilution. Until a merger is announced, the trust sits idle, and the market watches for the next SPAC headline. *