DEF: Dune Acquisition II Seeks Name Change to Collective Acquisition Corp.

Dune Acquisition Corporation II shareholders are invited to an extraordinary general meeting to vote on changing the company's name to Collective Acquisition Corp. following a sponsor handover and management change.

Summary

• An Extraordinary General Meeting will be held on April 21, 2026, at 11:00 a.m. New York Time, both in-person and virtually, for shareholders to vote on two proposals.
• The Name Change Proposal seeks approval to change the company's name from Dune Acquisition Corporation II to Collective Acquisition Corp. and amend its Articles of Association, requiring a special resolution (two-thirds majority of votes cast).
• The Adjournment Proposal seeks approval to adjourn the meeting if insufficient votes are obtained for the Name Change Proposal or if additional time is needed, requiring an ordinary resolution (simple majority of votes cast).
• The proposed name change is a direct consequence of a Purchase and Sponsor Handover Agreement dated January 30, 2026, where Collective Acquisition Sponsor LLC (New Sponsor) acquired 4,475,000 Class B ordinary shares and 1,000,000 private placement warrants from Dune Acquisition Holdings II LLC (Old Sponsor) for $2,000,000 cash.
• This transaction resulted in a change of ownership, control, and management of the Company.
• Shareholders are not being asked to vote on an initial business combination at this meeting but retain their right to vote on such a combination and redeem their Class A Shares in the future.
• The Record Date for determining shareholders entitled to vote is March 12, 2026.
• As of the Record Date, there were 14,482,813 Class A Shares and 5,750,000 Class B Shares issued and outstanding.
• The New Sponsor, holding 5,750,000 Class B Shares (28.4% of total outstanding Ordinary Shares), intends to vote in favor of both proposals.
• The Board of Directors unanimously recommends a vote FOR both the Name Change Proposal and the Adjournment Proposal.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly positive development. While purely procedural, the clear transition of sponsorship and management, coupled with the board's unanimous recommendation, suggests an organized path forward for the SPAC to pursue its initial business combination.

Positives

• The Board of Directors unanimously recommends voting FOR both the Name Change Proposal and the Adjournment Proposal, indicating internal alignment.
• New management, including Elliot Richmond as CEO/CFO/Chairman, David Bailin, and Jeremy Sziklay as independent directors, brings extensive experience in investment banking, M&A, and asset management.
• The company is taking clear steps to reflect its new ownership and management structure, which can provide clarity for future strategic direction.
• Public shareholders retain their right to vote on any future initial business combination and their redemption rights, offering continued investor protection.

Risks

• If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes are obtained for the Name Change Proposal, the chairman may not have the ability to adjourn the Extraordinary General Meeting to solicit further votes, potentially preventing the Name Change.
• General risks described in the Company's IPO Prospectus and Annual Report on Form 10-K, such as international, national, and local economic conditions, merger, acquisition, and business combination risks, financing risks, geo-political risks, and acts of terror or war, could materially adversely affect the business, financial condition, and operating results or lead to liquidation.

Future Outlook

The Company will continue to attempt to consummate an Initial Business Combination until its liquidation date. Shareholders will have the right to vote on the Initial Business Combination and redeem their Class A Shares when it is submitted to them at a separate meeting.

Management Comments

• The Board of Directors unanimously recommends a vote FOR the Name Change Proposal, and, if presented, FOR the Adjournment Proposal.
• The purpose of the Name Change Proposal is to enable the Company to change its name from Dune Acquisition Corporation II to Collective Acquisition Corp. in connection with the Transaction which resulted in a change in ownership and control of the Company.
• The purpose of the Adjournment Proposal is to allow the chairman to adjourn the Extraordinary General Meeting, if necessary or convenient, in order to provide additional time to solicit votes in favor of the Name Change Proposal or if we otherwise determine that additional time is necessary to effectuate any Name Change.
• You are not being asked to vote on the any initial business combination at this time.

Industry Context

StockSavvy.ai notes this filing is a standard procedural step for a Special Purpose Acquisition Company (SPAC) undergoing a sponsor transition and preparing for a potential future business combination. The change in sponsorship and management, followed by a name change, is common in the SPAC lifecycle as new teams take over the mandate to identify and execute a de-SPAC transaction. The retention of redemption rights for public shareholders aligns with typical SPAC structures designed to protect investor interests during the business combination phase.

Comparison to Industry Standards

• This filing is procedural for a SPAC, focusing on corporate governance and a name change following a sponsor handover. Direct comparisons to specific operating companies or projects are not applicable here.
• The structure of the sponsor handover and the continued commitment to seeking an initial business combination are consistent with standard SPAC practices observed across the industry, such as those seen in other SPACs like GTY Technology Holdings Inc. (GTYH) or Inflection Point Acquisition Corp. II, where management changes and strategic shifts occur prior to or in connection with a de-SPAC transaction.

Management Changes

Corporate Governance

Related Party Transactions

• The Old Sponsor paid $25,000 for 6,900,000 founder shares on September 27, 2024, which were later reduced to 5,750,000 shares at $0.004 per share.
• The Old Sponsor purchased 2,000,000 Private Placement Warrants for $2,000,000 at the time of the IPO.
• The New Sponsor purchased 4,475,000 Class B Ordinary Shares and 1,000,000 Private Placement Warrants from the Old Sponsor for $2,000,000 cash on January 30, 2026.
• The Old Sponsor Member has a Repurchase Right to buy back the Transferred Interests from the New Sponsor for $2,000,000 if a definitive business combination agreement is not entered into by May 7, 2026.
• The Company pays $15,000 per month for administrative services (office space, utilities, secretarial and administrative support) to an affiliate of the Old Sponsor, with these obligations now assumed by the New Sponsor.
• The Old Sponsor loaned the Company up to $150,000 for IPO expenses, which was repaid in full.
• The New Sponsor or its affiliates may provide Working Capital Loans of up to $1,500,000 to finance transaction costs, which may be convertible into warrants.
• The New Sponsor Parties and their respective affiliates are reimbursed for out-of-pocket expenses incurred in connection with identifying and completing a business combination.
• Members of the management team who remain with the combined company after a business combination may be paid consulting or management fees.
• Registration rights are granted to holders of Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans.
• The Sponsor Parties waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period.
• The Company may enter into a Business Combination with a target affiliated with the Sponsor, a Founder, a Director, or an Officer, provided an independent investment banking or valuation firm provides a fairness opinion.

Stakeholder Impact

• **Shareholders**: Will vote on the name change and adjournment proposals. Public shareholders retain their right to vote on a future business combination and their redemption rights, ensuring their interests are protected during the de-SPAC process.
• **Management**: Significant changes have occurred, with the previous CEO, CFO, and directors resigning, and new leadership (Elliot Richmond as CEO/CFO/Chairman, David Bailin, and Jeremy Sziklay as independent directors) taking over. Carter Glatt transitions to a Special Advisor role.
• **New Sponsor (Collective Acquisition Sponsor LLC)**: Gains ownership and control, driving the company's new identity and future strategy to identify and execute a business combination.
• **Old Sponsor (Dune Acquisition Holdings II LLC)**: Exited its primary ownership stake for $2,000,000, with a contingent repurchase right, marking a clear transition of control.

Next Steps

• Shareholders are to vote on the Name Change Proposal and the Adjournment Proposal at the Extraordinary General Meeting on April 21, 2026.
• If the Name Change Proposal is approved, the Company will file the amended Articles of Association with the Cayman Islands Registrar of Companies.
• The Company will continue its efforts to consummate an Initial Business Combination.
• A separate shareholder meeting will be held at a later date to vote on the Initial Business Combination.

Key Dates

Recommendation

This filing is primarily procedural, detailing a name change and management transition following a sponsor handover. It does not contain information about a target business combination or financial performance that would warrant a 'buy' or 'sell' recommendation. The company remains a SPAC seeking an acquisition, and investors should 'hold' pending further developments regarding a potential business combination.

Keywords

SPAC, Acquisition, Corporate Governance, Name Change, Proxy Statement, Shareholder Meeting, Management Change, Sponsor Handover, SEC Filing