Sec Form 3 Filing - Cohen Circle Sponsor II, LLC @ Cohen Circle Acquisition Corp. II - 2025-06-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Cohen Circle Sponsor II, LLC 2. Issuer Name and Ticker or Trading Symbol Cohen Circle Acquisition Corp. II [ CCIIU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2929 ARCH STREET, SUITE 1703 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2025 (Street) PHILADELPHIA, PA19104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares 445,000 ( 1 ) ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 3 ) ( 3 ) ( 3 ) Class A Ordinary Shares 2,225,000 ( 2 ) D Warrants $ 11.5 ( 4 ) ( 5 ) Class A Ordinary Shares 111,250 ( 2 ) ( 6 ) D Class B Ordinary Shares ( 3 ) ( 3 ) ( 3 ) Class A Ordinary Shares 6,448,333 ( 2 ) ( 7 ) I By Cohen Circle Advisors II, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Circle Sponsor II, LLC 2929 ARCH STREET, SUITE 1703 PHILADELPHIA, PA19104 X Cohen Circle Advisors II, LLC 2929 ARCH STREET, SUITE 1703 PHILADELPHIA, PA19104 X Signatures By: Betsy Z. Cohen, Manager of Cohen Circle Sponsor II, LLC and Cohen Circle Advisors II, LLC /s/ Betsy Z. Cohen 06/30/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares underlie 445,000 placement units of the issuer that Cohen Circle Sponsor II, LLC has irrevocably committed to purchase. Each placement unit consists of one Class A ordinary share and one-fourth (1/4) of one redeemable warrant. ( 2 )The reporting persons disclaim beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that a reporting person is the beneficial owner of such securities for any other purpose. ( 3 )The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents, and have no expiration date. ( 4 )The warrants will become exercisable at the later of 30 days after consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering. ( 5 )The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A ordinary shares or the issuer's liquidation. ( 6 )These warrants underlie 445,000 units of the issuer that Cohen Circle Sponsor II, LLC has irrevocably committed to purchase. ( 7 )Includes up to 1,100,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise their over-allotment option in full.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.