NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, Cohen Circle Sponsor II, LLC and Clear Street purchased an aggregate of 720,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $7,200,000, of which 445,000 Placement Units were purchased by Cohen Circle Sponsor II, LLC and 275,000 Placement Units were purchased by Clear Street, in a private placement. Each Placement Unit consists of one Placement Share and one-fourth of one Placement Warrant. Each whole Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will expire worthless.