SCHEDULE: Linden Capital Group Discloses 5.2% Stake in Cohen Circle II

A group of entities and individuals led by Linden Capital L.P. has disclosed a 5.2% beneficial ownership stake in Cohen Circle Acquisition Corp. II.

Summary

• Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong (collectively, the "Reporting Persons") have filed a Schedule 13G.
• The filing reports beneficial ownership of 1,344,511 Class A ordinary shares of Cohen Circle Acquisition Corp. II.
• This represents approximately 5.2% of the issuer's outstanding Class A ordinary shares.
• The percentage is based on 26,020,000 shares outstanding as disclosed by the issuer in its Form 10-Q filed on August 6, 2025.
• All Reporting Persons share voting and dispositive power over the 1,344,511 shares.
• The shares were not acquired for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership, indicating a neutral impact on company sentiment. It's a factual compliance document without explicit positive or negative operational news.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Cohen Circle Acquisition Corp. II's future performance or operations.

Industry Context

This is a standard disclosure for an institutional investor acquiring a significant, but passive, stake in a publicly traded company, likely a Special Purpose Acquisition Company (SPAC) given the 'Acquisition Corp. II' designation. It indicates ongoing investor activity in the SPAC market and the company's shares.

Comparison to Industry Standards

• A 5.2% stake is a significant, but non-controlling, passive investment, typical for institutional investors filing a Schedule 13G.
• The filing adheres to SEC Rule 13d-1(k) for joint filings and certifies the passive nature of the investment, which is standard for 13G filers not seeking to influence control.
• The structure of the reporting group (limited partnership, general partner LLC, investment advisor LP, and controlling individual) is a common setup for investment funds managing pooled capital.

Stakeholder Impact

• Shareholders: Existing shareholders will note a new significant passive investor, which could be seen as a vote of confidence, but without an active role, the direct impact on company strategy is limited.
• Management: Management of Cohen Circle Acquisition Corp. II is aware of a new significant shareholder, but the passive nature of the investment means no immediate pressure for strategic changes or operational shifts.

Key Dates

Recommendation

The filing is a routine disclosure of a passive 5.2% beneficial ownership stake by an investment group. It does not contain any new operational, financial, or strategic information about Cohen Circle Acquisition Corp. II that would warrant a change in investment thesis. The investment is explicitly stated as not being for the purpose of changing or influencing control. Therefore, a 'hold' recommendation is appropriate as there are no new catalysts or red flags presented in this specific filing to alter an existing position.

Keywords

Cohen Circle Acquisition Corp. II, Linden Capital, Schedule 13G, beneficial ownership, Class A ordinary shares, SPAC, investment, institutional investor, passive stake