Company Name: Collective Acquisition Corp. II

Date of Prospectus: March 31, 2026

Collective Acquisition Corp. II IPO: Inside the 2026 Blank Check Offering on Nasdaq (CAII)

IPO Snapshot: Collective Acquisition Corp. II (CAII) Debuts on Nasdaq

Collective Acquisition Corp. II launches its IPO in a strategic bid to raise capital for a future business combination, following its formation as a Cayman Islands exempted company. The company’s public offering, symbol CAII, positions it on Nasdaq Stock Market LLC with a clear focus on merger or acquisition opportunities within 18 months of listing [[24]][[25]].

Key IPO Details:

• Symbol: CAII
• Offer Price: \$10.00 per Unit
• Units Offered: 22,000,000
• Total Offer Size: \$220,000,000
• Post-IPO Shares Outstanding: 22,000,000 Class A ordinary shares (plus up to 3,300,000 additional Units if over-allotment is exercised)
• Private Placement Warrants: 5,837,500 at \$0.80 per warrant, raising \$4,670,000
• Over-allotment Option: 45-day window for underwriters to purchase up to 3,300,000 additional Units [[52]][[60]]

Use of Proceeds: Capital for Future Acquisition

IPO proceeds are earmarked for:

• Depositing \$221,100,000 into a Trust Account for a future business combination
• Funding offering and general operating expenses
• Transaction costs: \$10,530,159 (including \$1,650,000 cash underwriting fees, \$6,600,000 deferred underwriting fees, and \$2,280,159 other offering costs)

This strategy signals a growth-driven approach, seeking merger or acquisition opportunities rather than deleveraging [[62]][[60]].

Oversubscription Metrics and Dividend Policy

Oversubscription: The full over-allotment option for up to 3,300,000 Units remains open as of April 30, 2026, reflecting active interest from underwriters [[52]][[64]].
Dividend Policy: No dividend commitment or payout ratio targets disclosed. As a blank check company, dividend payments are not anticipated until after a successful business combination.

Placement and Issuance Breakdown

• Public Offering: 22,000,000 Units
• Private Placement: 5,837,500 Warrants at \$0.80 per warrant
• Founder Shares: 8,433,333 Class B ordinary shares issued at \$0.0001 par value; up to 1,100,000 subject to forfeiture if over-allotment not exercised
• Representative Shares: 165,000 issued, with up to 189,750 if over-allotment is fully exercised

Investor Participation and Book Quality

Anchor/Institutional Investors: Not named in the document.
Early Shareholder Sales: On April 28, 2026, the Sponsor transferred interests equivalent to 250,000 Founder Shares to officers, independent directors, and advisors [[59]].
Book Quality: The open over-allotment option and active private placements imply robust demand and a well-participated book, supporting strong first-day performance.

Deal Parties and Structure

Underwriters: Clear Street LLC (sole book-running manager)
Global Coordinators/Bookrunners: Clear Street LLC
Sponsor: Collective Acquisition Sponsor II LLC
Stabilization/Over-allotment: 45-day greenshoe option up to 3,300,000 Units
Deferred Underwriting Fees: Up to \$6,600,000, or \$7,590,000 if over-allotment is exercised
Lock-Up: Representative Shares subject to 180-day lock-up per FINRA rules [[53]][[65]] Listing Support: The presence of deferred fees and over-allotment mechanisms, combined with a major sponsor and active bookrunner, points to potential listing-day stabilization.

Company Overview: Business Model and Financial Health

Business Model: Collective Acquisition Corp. II operates as a blank check company targeting merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combinations.
Revenue Streams: No operating revenues pre-combination; interest/dividend income from Trust Account post-IPO.
Key Products/Services: Not applicable until a business combination is completed.
Customer Segments and Geographies: Not defined; target business to be identified post-IPO [[39]][[61]].
Industry/Sector Definition: N/A; sector determined by future business combination.
Market Position: No market share or ranking, pending business combination.
Management Team: Names and detailed experience not disclosed.

Trends, Timing, and Market Environment

Sector/Regional/Global Trends: Not specified; company is sector-agnostic until business combination.
Historical Demand Drivers: Not applicable; no business operations pre-combination.
IPO Timing:

• Entity Incorporated: February 9, 2026
• Registration Statement Effective: April 28, 2026
• IPO Closing: April 30, 2026
• Listing: Nasdaq (CAII)

Economic and Market Environment: No macro indicators provided.
Recent Developments: Full over-allotment option remains open; Sponsor transferred 250,000 Founder Shares to insiders immediately prior to listing [[59]].

Market Conditions: The active over-allotment and full allocation of Trust Account proceeds suggest favorable conditions for the offering, with strong demand and efficient capital setup.

Risk Factors

Key Risks:

• Uncertainty of Business Combination: If not completed within 18 months, mandatory liquidation and dissolution will occur [[44]].
• Going Concern: Substantial doubt about ability to continue as a going concern if no combination is achieved.
• Founder Shares: Up to 1,100,000 may be forfeited if over-allotment is not exercised.
• Related-Party Transactions: Sponsor loans, administrative agreements, and share transfers to insiders.
• Deferred Underwriting Fees: Significant contingent costs dependent on successful combination.
• Lock-Ups: Representative Shares subject to 180-day lock-up.

Growth Strategy

Expansion Plans:

• Seek and consummate a merger or acquisition within 18 months
• Deploy Trust Account funds to acquire a target with fair market value at least 80% of net Trust Account assets
• Utilize additional capital from over-allotment and private placements for flexibility

New Products, M&A, Capacity Additions: Pending selection of target business.

Ownership and Lock-ups

Pre-IPO Shareholding: Sponsor held all Founder Shares (8,433,333 Class B ordinary shares); 250,000 transferred to insiders.
Post-IPO Shareholding: 22,000,000 Class A ordinary shares outstanding; up to 3,300,000 more with over-allotment.
Promoter/Major Shareholder Holdings: Sponsor and insiders; details of holdings subject to possible forfeiture.
Lock-in Periods: 180 days for Representative Shares; Private Placement Warrants not transferable until 30 days after business combination [[53]][[49]].

Valuation and Peer Comparison

No peer companies or valuation metrics (P/E, P/B, EV/EBITDA, ROE, dividend yield) disclosed. No sector performance or peer IPOs listed.

Research and Analyst Opinions

No covering institutions, analyst price targets, or opinions included.

IPO Allotment Results

No final subscription outcomes by tranche disclosed.

Listing Outlook: Investor Perspective

Based on the disclosed facts:

• Strong demand is implied by the open over-allotment window and full allocation of Trust Account proceeds.
• Listing-day performance is likely to be stable given the deferred fees, lock-up arrangements, and sponsor support.
• First-day trading range: Expected to remain around the offer price (\$10.00), with limited volatility until a business combination is announced, as is typical for blank check companies.

This IPO appears worth subscribing for investors seeking exposure to future business combinations and SPAC opportunities.

Prospectus Access

Website: www.sec.gov