Collective Acquisition Corp II-A美股招股说明书(2026-04-29版)

Collective Acquisition Corp. II 22,000,000 Units Collective Acquisition Corp. II is a blank check company incorporated on February 9, 2026 as a Cayman Islands exempted companyand formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses, which we refer to throughout this prospectus as our initial businesscombination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiatedany substantive discussions, directly or indirectly, with any business combination target. Although we may pursue an initial businesscombination in any industry, sector or geographic region, we intend to focus our search initially on businesses that provide products orservices impacting the sovereignty, security, self-sufficiency, or other national interests of the United States and/or its allies, includingin the financial, strategic resources, defense technology, or artificial intelligence sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary shareand one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at aprice of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants willbe issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after thecompletion of our initial business combination and will expire five years after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectusto purchase up to an additional 3,300,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their Class A ordinary shares that were sold as part of the units in this offering,which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trust account, divided by thenumber of then outstanding public shares, subject to the limitations and on the conditions described herein. The proceeds placed in thetrust account and the interest earned thereon will not be used to pay for possible excise tax or any other fees or taxes that may be leviedon the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under theInflation Reduction Act of 2022 on any redemptions or stock buybacks by our company.See“Summary — The Offering —Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — TheOffering — Redemption of public shares and distribution and liquidation if no initial business combination” for moreinformation. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15%of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote allof their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for oragainst our initial business combination.See “Summary — The Offering — Limitation on redemption rights of shareholdersholding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion of certain limitationson redemption rights. Our sponsor, Collective Acquisition Sponsor II LLC, has committed to purchase an aggregate of 5,837,500 private warrants (or6,250,000 private warrants if the over-allotment option is exercised in full) at a price of $0.80 per warrant for an aggregate purchaseprice of $4,670,000 (or $5,000,000 if the over-allotment option is exercised in full). Each private warrant will be identical to thewarrants underlying the units