CLAA / Colonnade Acquisition Corp II - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Colonnade Acquisition Corp II - Class A
US ˙ NYSE
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1837739
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Colonnade Acquisition Corp II - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
April 10, 2023 SC 13G/A

CLAA / Colonnade Acquisition Corp II - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Colonnade Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2284B101 (CUSIP Number) March 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

March 24, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction of incorporation) (Commi

March 24, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G OMB APPROVAL OMB Number: 3235-0167 Expires: July 31, 2024 Estimated average burden hours per response 1.

March 24, 2023 EX-99.1

Colonnade Acquisition Corp. II Confirms Redemption of Shares at $10.23 Per Share

EX-99.1 Exhibit 99.1 Colonnade Acquisition Corp. II Confirms Redemption of Shares at $10.23 Per Share March 23, 2023 05:52 PM Eastern Daylight Time WEST PALM BEACH, Fla.—(BUSINESS WIRE)—Colonnade Acquisition Corp. II (NYSE: CLAA) (the “Company”) confirms its previously announced redemption of all of its outstanding Class A ordinary shares (the “Class A Shares”) will occur on March 27, 2023. The pe

March 13, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 24, 2023, pursuant to the provisions of Rule 12d2-2 (a).

March 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 COLONNADE ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction of incorporation) (Commis

March 10, 2023 SC 13G/A

CLAA / Colonnade Acquisition Corp II - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Colonnade Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2284B101 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

March 10, 2023 EX-99.1

Colonnade Acquisition Corp. II Announces Redemption of Shares

EX-99.1 Exhibit 99.1 Colonnade Acquisition Corp. II Announces Redemption of Shares WEST PALM BEACH, Fla.—(BUSINESS WIRE)— Colonnade Acquisition Corp. II (NYSE: CLAA) today announced that it will redeem all of its outstanding Class A ordinary shares (the “Class A Shares”), effective as of March 13, 2023, because the Company is unable to consummate an initial business combination within the time per

February 14, 2023 SC 13G/A

CLAA / Colonnade Acquisition Corp. II / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Colonnade Acquisition Corp. II (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) G2284B101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

February 14, 2023 SC 13G/A

CLAA / Colonnade Acquisition Corp. II / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234574-7sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Colonnade Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per sha

February 14, 2023 SC 13G

CLAA / Colonnade Acquisition Corp. II / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Colonnade Acquisition Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2284B101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

February 7, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

January 13, 2023 EX-10.29

Note Purchase Agreement, dated November 10, 2022, by and among Plastiq Inc. and the purchasers signatory thereto.

EX-10.29 4 d383265dex1029.htm EX-10.29 Exhibit 10.29 PLASTIQ INC. NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of November 10, 2022, by and among Plastiq Inc., a Delaware corporation (the “Company”), and the Persons (each a “Purchaser” and together the “Purchasers”) listed on Exhibit A attached to this Agreement (the “Schedule of Purchasers”). The parties agr

January 13, 2023 EX-10.27

Financing Agreement, dated November 14, 2022, by and between Plastiq Inc. and Blue Torch Finance LLC.

Exhibit 10.27 FINANCING AGREEMENT Dated as of November 14, 2022 by and among PLASTIQ INC., as Borrower, AND EACH SUBSIDIARY OF THE BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE LLC, as Administrative Agent and Collateral Agent Table of Contents Page ARTICLE I DEFINITIONS; CERTAIN TERMS 1 S

January 13, 2023 EX-10.28

Amendment No. 1 to Finance Agreement, dated December 28, 2022, by and between Plastiq Inc. and Blue Torch Finance LLC.

EX-10.28 3 d383265dex1028.htm EX-10.28 Exhibit 10.28 AMENDMENT NO. 1 TO FINANCING AGREEMENT AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Amendment”), dated as of December 28, 2022 to the Financing Agreement (as defined below), by and among Plastiq Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Borrower” on the signature pages thereto (together with each other Person that exec

January 13, 2023 S-4/A

As filed with the United States Securities and Exchange Commission on January 1 3 , 2023 Registration No. 333-268330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE

Table of Contents As filed with the United States Securities and Exchange Commission on January 1 3 , 2023 Registration No.

January 6, 2023 425

Filed by Colonnade Acquisition Corp. II pursuant to

Filed by Colonnade Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Colonnade Acquisition Corp. II Commission File No.: 001-40184 This filing relates to the proposed merger (the ?Business Combination?) involving Colonnade Acquisition Corp. II (?CLAA?) with Plastiq Inc. (?Pl

December 7, 2022 EX-2.1

First Amendment to Agreement and Plan of Merger, dated as of December 7, 2022, by and among Colonnade Acquisition Corp. II, Pasadena Merger Sub Inc. and Plastiq Inc.

Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (this ?Amendment?), entered into and effective as of December 7, 2022, is made to that Agreement and Plan of Merger (as may be further amended, modified and restated, the ?Merger Agreement?), dated as of August 3, 2022, by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which s

December 7, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2022 COLONNADE ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2022 COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction of incorporation) (Com

December 7, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2022 COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction of incorporation) (Com

December 5, 2022 425

Plastiq to Participate in December 2022 Investor Conferences

Filed by Colonnade Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Colonnade Acquisition Corp. II Commission File No.: 001-40184 This filing relates to the proposed merger (the “Business Combination”) involving Colonnade Acquisition Corp. II (“CLAA”) with Plastiq Inc. (“Pl

November 21, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

November 14, 2022 EX-10.16

Plastiq Inc. Second Amended and Restated 2012 Stock Option and Grant Plan.

Exhibit 10.16 PLASTIQ INC. SECOND AMENDED AND RESTATED 2012 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Plastiq Inc. Second Amended and Restated 2012 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Plastiq Inc., a Dela

November 14, 2022 EX-10.26

Retention Bonus Agreement, dated September 28, 2022, between Amir Jafari and Plastiq Inc.

Exhibit 10.26 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (?Agreement?) is effective on September 28, 2022, by and between Amir Jafari (?Employee?) and Plastiq Inc. (the ?Company?). In consideration of the mutual promises made in this Agreement, the Company and Employee agree as follows. 1. Purpose of Retention Bonus. Employee is being offered a Retention Bonus (as defined below) in r

November 14, 2022 EX-10.18

Second Amendment to Plastiq Inc. Second Amended and Restated 2012 Stock Option and Grant Plan.

Exhibit 10.18 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED 2012 STOCK OPTION AND GRANT PLAN OF PLASTIQ INC. WHEREAS, the Board of Directors (the ?Board?) of Plastiq Inc. (the ?Company?), pursuant to resolutions approved the Board on November 11, 2021, and certain holders of capital stock of the Company (the ?Stockholders?) on November 11, 2021, approved and authorized this Second Amendment (thi

November 14, 2022 EX-10.20

Offer Letter Agreement, dated May 1, 2012, between Eliot Buchanan and Plastiq Inc.

Exhibit 10.20 May 1, 2012 Mr. Eliot Buchanan Boston, USA Dear Eliot: On behalf of Plastiq Inc. (the ?Company?), I am pleased to offer you the employment with the Company. The terms and conditions of your employment are set forth below. 1. Position. Your initial position with the Company will be Chief Executive Officer (?CEO?). This is a full-time position. 2. Start Date. Your employment will begin

November 14, 2022 EX-10.19

Form of Stock Option Grant Notice and Option Agreement under Plastiq Inc. Second Amended and Restated 2012 Stock Option and Grant Plan.

Exhibit 10.19 INCENTIVE STOCK OPTION GRANT NOTICE UNDER THE PLASTIQ INC. 2012 AMENDED AND RESTATED STOCK OPTION AND GRANT PLAN Pursuant to the Plastiq Inc. 2012 Amended and Restated Stock Option and Grant Plan (the ?Plan?), Plastiq Inc., a Delaware corporation (together with any successor, the ?Company?), has granted to the individual named below, an option (the ?Stock Option?) to purchase on or p

November 14, 2022 EX-10.22

Offer Letter Agreement, dated July 17, 2019, between Stoyan Kenderov and Plastiq Inc.

Exhibit 10.22 PLASTIQ OFFER LETTER Stoyan Kenderov July 17, 2019 Table of Contents Our Purpose 1 Offer Summary 2 Equity Calculator 3 Option Vesting Schedule and Early Exercise 4 Employee Benefits 5 First Week 6 Where We?re Headed 7 Things to Know about Your Offer (Legal) 8-9 Offer Letter Acceptance 10 Our Purpose We?re here to accelerate the growth potential of small businesses??? You?ll see our v

November 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40184 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

November 14, 2022 EX-99.7

Consent of Thomson Nguyen to be Named as a Director Nominee.

Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Colonnade Acquisition Corp II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a

November 14, 2022 EX-99.2

Consent of Eliot Buchanan to be Named as a Director Nominee.

Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Colonnade Acquisition Corp II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a

November 14, 2022 EX-10.8

First Amendment to Amended and Restated Loan and Security Agreement, dated July 7, 2021, by and among Silicon Valley Bank, the Company, PLV Inc. and Plastiq Canada Inc.

Exhibit 10.8 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 7th day of July, 2021, by and among (a) SILICON VALLEY BANK (?Bank?) and (b) (i) PLASTIQ INC., a Delaware corporation (?Plastiq?), (ii) PLV INC., a Delaware corporation (?PLV,? and together with Plastiq, ?U

November 14, 2022 EX-10.17

First Amendment to Plastiq Inc. Second Amended and Restated 2012 Stock Option and Grant Plan.

Exhibit 10.17 AMENDMENT NO. 1 TO 2012 AMENDED AND RESTATED STOCK OPTION AND GRANT PLAN The Plastiq Inc. 2012 Amended and Restated Stock Option and Grant Plan (the ?Plan?) is hereby amended by the Board of Directors and stockholders of Plastiq Inc., a Delaware corporation (the ?Company?), as follows: 1. Section 3(a) of the Plan is hereby amended and restated in its entirety as follows: ?Stock Issua

November 14, 2022 EX-10.7

Amended and Restated Loan and Security Agreement, dated February 8, 2021, by and among Silicon Valley Bank, the Company, PLV Inc. and Plastiq Canada Inc.

Exhibit 10.7 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of February 8, 2021 (the ?Effective Date?) among SILICON VALLEY BANK, a California corporation (?Bank?), and (b) (i) PLASTIQ INC., a Delaware corporation (?Plastiq?), (ii) PLV INC., a Delaware corporation (?PLV,? and together with Plastiq, ?U.S. Borrower?)

November 14, 2022 S-4

As filed with the United States Securities and Exchange Commission on November 14, 2022

Table of Contents As filed with the United States Securities and Exchange Commission on November 14, 2022 Registration No.

November 14, 2022 EX-99.5

Consent of Ryan Moore to be Named as a Director Nominee.

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Colonnade Acquisition Corp II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a

November 14, 2022 EX-99.4

Consent of Teodora Gouneva to be Named as a Director Nominee.

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Colonnade Acquisition Corp II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a

November 14, 2022 EX-99.3

Consent of Coretha Rushing to be Named as a Director Nominee.

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Colonnade Acquisition Corp II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a

November 14, 2022 EX-2.3

Agreement and Plan of Merger, dated September 8, 2022, by and among Plastiq Inc., Nightingale Merger Sub Inc., Nearside Business Corp. and Thomson Nguyen.

Exhibit 2.3 [Execution Version] AGREEMENT AND PLAN OF MERGER by and among PLASTIQ INC., NIGHTINGALE MERGER SUB INC., NEARSIDE BUSINESS CORP. and THOMSON NGUYEN, as the Stockholders? Representative Dated as of September 8, 2022 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Effects of the Merger 3 1.4 Subsequent Actions 3 1.5 Conversion of Company Capital S

November 14, 2022 EX-10.9

Waiver and Second Amendment to Amended and Restated Loan and Security Agreement, dated April 4, 2022, by and among Silicon Valley Bank, the Company, PLV Inc. and Plastiq Canada Inc.

Exhibit 10.9 WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Waiver and Second Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 4th day of April, 2022, by and among (a) SILICON VALLEY BANK (?Bank?) and (b) (i) PLASTIQ INC., a Delaware corporation (?Plastiq?), (ii) PLV INC., a Delaware corporation (?PLV,? and

November 14, 2022 EX-21.2

List of Subsidiaries of Plastiq Inc.

Exhibit 21.2 Subsidiaries of Plastiq Inc. Name of Subsidiary Place of Incorporation Nearside Business Corp. Delaware PLV Inc. Delaware Plastiq Canada Inc. Providence of British Columbia

November 14, 2022 EX-10.11

First Amendment to Mezzanine Loan and Security Agreement, dated July 7, 2021, by and among Silicon Valley Bank as agent and lender, SVB Innovation Credit Fund VIII, L.P., the Company, PLV Inc. and Plastiq Canada Inc.

Exhibit 10.11 FIRST AMENDMENT TO MEZZANINE LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this ?Amendment? ) is entered into this 7th day of July, 2021 by and among (a) SILICON VALLEY BANK, a California corporation (?SVB? ), in its capacity as administrative agent and collateral agent (?Agent?), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) S

November 14, 2022 EX-10.10

Mezzanine Loan and Security Agreement, dated February 8, 2021, by and among Silicon Valley Bank as agent and lender, SVB Innovation Credit Fund VIII, L.P., the Company, PLV Inc. and Plastiq Canada Inc.

Exhibit 10.10 MEZZANINE LOAN AND SECURITY AGREEMENT THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of February 8, 2021 (the ?Effective Date?) among (a) SILICON VALLEY BANK, a California corporation (?SVB?), in its capacity as administrative agent and collateral agent (?Agent?), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB INNOVATION CREDIT FUND VI

November 14, 2022 EX-10.21

Promissory Note, dated June 13, 2019, issued to Plastiq Inc. by Eliot Buchanan, as borrower.

Exhibit 10.21 PROMISSORY NOTE $785,565.99 June 13, 2019 FOR VALUE RECEIVED, the undersigned (the ?Borrower?)1 hereby promises to pay to Plastiq Inc., its successor and assigns (the ?Lender?), at such place or places as may be specified by the Lender or any holder hereof, in legal tender of the United States of America, the principal amount of $785,565.99 (Seven hundred eighty-five thousand, five h

November 14, 2022 EX-99.6

Consent of Richard Travia to be Named as a Director Nominee.

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Colonnade Acquisition Corp II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a

November 14, 2022 EX-21.1

List of Subsidiaries of Colonnade Acquisition Corp. II.

Exhibit 21.1 SUBSIDIARIES OF COLONNADE ACQUISITION CORP. II Name of Subsidiary Jurisdiction of Organization Pasadena Merger Sub Inc. Delaware

November 14, 2022 EX-10.23

Retention Bonus Agreement, effective January 1, 2022, between Stoyan Kenderov and Plastiq Inc.

Exhibit 10.23 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (?Agreement?) is effective on January 1, 2022, by and between Stoyan Kenderov (?Employee?) and Plastiq Inc. (?Company?). In consideration of the mutual promises made herein, the Company and Employee agree as follows. 1. Purpose of Retention Bonus. Employee is being offered a Retention Bonus in order to encourage Employee to rem

November 14, 2022 EX-10.24

Transaction Bonus Agreement, effective April 2, 2022, between Stoyan Kenderov and Plastiq Inc.

Exhibit 10.24 TRANSACTION BONUS AGREEMENT This Transaction Bonus Agreement (?Agreement?) is effective on 04 / 02 / 2022 (the ?Effective Date?), by and between Stoyan Kenderov (?Employee?) and Plastiq Inc. (?Company?). In consideration of the mutual promises made herein, the Company and Employee agree as follows. 1. Purpose of Transaction Bonus. Employee is being offered a Transaction Bonus in orde

November 14, 2022 EX-10.25

Offer Letter Agreement, dated April 12, 2021, between Amir Jafari and Plastiq Inc.

Exhibit 10.25 OFFER LETTER Amir Jafari April 12, 2021 Doc ID: cd07c0b61134798bf2816cfec78f9541b444aab8 Table of ContentsOur Purpose 1 Ofer Summary 2 Equity Calculator 3Option Vesting Schedule and Early Exercise 4Employee Benefts 5 First Week 6 Where We?re Headed 7 Things to Know about Your Offer (Legal) .8-9 Ofer Letter Acceptance 10Doc ID: cd07c0b61134798bf2816cfec78f9541b444aab8 Our Purpose We?r

November 14, 2022 EX-FILING FEES

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) COLONNADE ACQUISITION CORP.

October 11, 2022 425

2

425 1 ea166964-425colonnadeacq2.htm FORM 425 Filed by Colonnade Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Colonnade Acquisition Corp. II Commission File No.: 001-40184 This filing relates to the proposed merger (the “Business Combination”) involving Colonnade Acquisi

September 13, 2022 425

Plastiq Expands Short-term Financing Offering to Help SMBs Maximize Working Capital Embedded experience expands instant access to capital to maintain healthy cash flow and fuel sustainable growth.

Filed by Colonnade Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Colonnade Acquisition Corp. II Commission File No.: 001-40184 This filing relates to the proposed merger involving Colonnade Acquisition Corp. II with Plastiq Inc., pursuant to the terms of that certain Agr

August 22, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40184 COLONNADE ACQU

August 18, 2022 425

[End of transcript]

Filed by Colonnade Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Colonnade Acquisition Corp. II Commission File No.: 001-40184 This filing relates to the proposed merger (the “Business Combination”) involving Colonnade Acquisition Corp. II (“CLAA”) with Plastiq Inc. (“Pl

August 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40184 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

August 5, 2022 425

Plastiq to Merge With Colonnade SPAC in $480 Million Deal

Filed by Colonnade Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Colonnade Acquisition Corp. II Commission File No.: 001-40184 This filing relates to the proposed merger (the “Business Combination”) involving Colonnade Acquisition Corp. II (“CLAA”) with Plastiq Inc. (“Pl

August 4, 2022 EX-99.2

Investor Presentation Disclaimer 2 About this Presentation This investor presentation (this “Presentation”) relates to a proposed business combination (the “Business Combination”) betw een Colonnade Acquisition Corp. II (“Colonnade”) and Plastiq Inc.

Exhibit 99.2 Investor Presentation Disclaimer 2 About this Presentation This investor presentation (this “Presentation”) relates to a proposed business combination (the “Business Combination”) betw een Colonnade Acquisition Corp. II (“Colonnade”) and Plastiq Inc. (the “Company”). This Presentation does not contain all the information that should be considered with respect to the proposed Business

August 4, 2022 EX-10.1

Sponsor Support Agreement, dated as of August 3, 2022, by and among Colonnade Acquisition Corp. II, Colonnade Sponsor II LLC and Plastiq Inc.

EX-10.1 3 ea163752ex10-1colonnade2.htm SPONSOR SUPPORT AGREEMENT, DATED AS OF AUGUST 3, 2022, BY AND AMONG COLONNADE ACQUISITION CORP. II, COLONNADE SPONSOR II LLC AND PLASTIQ INC Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of August 3, 2022, by and among Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the “Spon

August 4, 2022 EX-99.1

PLASTIQ TO BECOME PUBLICLY TRADED COMPANY THROUGH COMBINATION WITH COLONNADE ACQUISITION CORP. II

Exhibit 99.1 PLASTIQ TO BECOME PUBLICLY TRADED COMPANY THROUGH COMBINATION WITH COLONNADE ACQUISITION CORP. II ? Plastiq is at the center of payments between businesses and their suppliers, empowering SMBs with choice in payment methods, payables and receivables automation, and instant access to working capital ? Plastiq expects to use the transaction proceeds to invest in opportunities to further

August 4, 2022 EX-2.1

Agreement and Plan of Merger, dated as of August 3, 2022, by and among Colonnade Acquisition Corp. II, Pasadena Merger Sub Inc. and Plastiq Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among cOLONNADE ACQUISITION CORP. II, Pasadena MERGER SUB INC., and plastiq INC. dated as of August 3, 2022 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS Definitions 3 Section 1.2. Construction 19 Section 1.3. Knowledge 19 ARTICLE II THE MERGER; CLOSING Section 2.1. The Merger. 20 Section 2.2. Effects of the Merger 20 Section 2.3. Closing; Eff

August 4, 2022 EX-99.2

Investor Presentation Disclaimer 2 About this Presentation This investor presentation (this “Presentation”) relates to a proposed business combination (the “Business Combination”) betw een Colonnade Acquisition Corp. II (“Colonnade”) and Plastiq Inc.

EX-99.2 7 ea163752ex99-2colonnade2.htm INVESTOR PRESENTATION, DATED AUGUST, 2022 Exhibit 99.2 Investor Presentation Disclaimer 2 About this Presentation This investor presentation (this “Presentation”) relates to a proposed business combination (the “Business Combination”) betw een Colonnade Acquisition Corp. II (“Colonnade”) and Plastiq Inc. (the “Company”). This Presentation does not contain all

August 4, 2022 EX-10.3

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.3 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], is made and entered into by and among Plastiq Inc., a Delaware corporation (the ?Company?) (formerly known as Colonnade Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware

August 4, 2022 EX-10.1

Sponsor Support Agreement, dated as of August 3, 2022, by and among Colonnade Acquisition Corp. II, Colonnade Sponsor II LLC and Plastiq Inc.

EX-10.1 3 ea163752ex10-1colonnade2.htm SPONSOR SUPPORT AGREEMENT, DATED AS OF AUGUST 3, 2022, BY AND AMONG COLONNADE ACQUISITION CORP. II, COLONNADE SPONSOR II LLC AND PLASTIQ INC Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of August 3, 2022, by and among Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the “Spon

August 4, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2022 (August 3, 2022) C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2022 (August 3, 2022) COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction of inco

August 4, 2022 EX-10.2

Form of Plastiq Holders Voting and Support Agreement.

Exhibit 10.2 Voting and SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of August 3, 2022, is entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the closing of the Merger (as defined herein) and in connection therewith change its nam

August 4, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2022 (August 3, 2022) COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction of inco

August 4, 2022 EX-10.3

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.3 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Plastiq Inc., a Delaware corporation (the “Company”) (formerly known as Colonnade Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware

August 4, 2022 EX-99.1

PLASTIQ TO BECOME PUBLICLY TRADED COMPANY THROUGH COMBINATION WITH COLONNADE ACQUISITION CORP. II

Exhibit 99.1 PLASTIQ TO BECOME PUBLICLY TRADED COMPANY THROUGH COMBINATION WITH COLONNADE ACQUISITION CORP. II ? Plastiq is at the center of payments between businesses and their suppliers, empowering SMBs with choice in payment methods, payables and receivables automation, and instant access to working capital ? Plastiq expects to use the transaction proceeds to invest in opportunities to further

August 4, 2022 EX-2.1

Agreement and Plan of Merger, dated as of August 3, 2022, by and among Colonnade Acquisition Corp. II, Pasadena Merger Sub Inc. and Plastiq Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among cOLONNADE ACQUISITION CORP. II, Pasadena MERGER SUB INC., and plastiq INC. dated as of August 3, 2022 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS Definitions 3 Section 1.2. Construction 19 Section 1.3. Knowledge 19 ARTICLE II THE MERGER; CLOSING Section 2.1. The Merger. 20 Section 2.2. Effects of the Merger 20 Section 2.3. Closing; Eff

August 4, 2022 EX-10.2

Form of Plastiq Holders Voting and Support Agreement.

EX-10.2 4 ea163752ex10-2colonnade2.htm FORM OF PLASTIQ HOLDERS VOTING AND SUPPORT AGREEMENT Exhibit 10.2 Voting and SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of August 3, 2022, is entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior

May 26, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

May 16, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 d544272dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40184 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on

April 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40184 COLONNADE ACQUISITION CORP

April 15, 2022 EX-10.6

Convertible Promissory Note, dated April 11, 2022, by and between Colonnade Acquisition Corp. II and Colonnade Sponsor II LLC.

Exhibit 10.6 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

April 15, 2022 EX-4.2

Description of Securities.

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General We are a Cayman Islands exempted company (company number 368433) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memor

March 31, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40184 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

February 14, 2022 SC 13G/A

CLAA / Colonnade Acquisition Corp. II / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Colonnade Acquisition Corp. II (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) G2284B101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

February 14, 2022 SC 13G/A

CLAA / Colonnade Acquisition Corp. II / CITADEL ADVISORS LLC - COLONNADE ACQUISITION CORP. II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Colonnade Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (the ?Shares?) (Title of Class of Secur

February 14, 2022 SC 13G/A

CLAA / Colonnade Acquisition Corp. II / Soroban Capital Partners LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 24, 2022 SC 13G/A

CLAA / Colonnade Acquisition Corp. II / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) COLONNADE ACQUISITION CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G2284B101 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate bo

January 13, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 13th day of January 2022, by and among Colonnade Sponsor II LLC and Joseph S.

January 13, 2022 SC 13G

CLAA.U / Colonnade Acquisition Corp. II Units, each consisting of one Class A ordinary share and one-fifth of / Colonnade Sponsor II LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Colonnade Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G2284B127 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

November 22, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

November 19, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2021 COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction of incorporation) (Co

November 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40184 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

August 23, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40184

August 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40184 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

May 27, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4018

May 18, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40184 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

April 27, 2021 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d152229d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2021 COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction

April 27, 2021 EX-99.1

Colonnade Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about April 30, 2021

Exhibit 99.1 Colonnade Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about April 30, 2021 April 27, 2021 ? Colonnade Acquisition Corp. II (NYSE: CLAA.U) (the ?Company?) announced that holders of the units sold in the Company?s initial public offering of 33,000,000 units completed on March 12, 2021 (the ?offering?) may elect to sep

April 1, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Colonnade Acquisition Corp. II (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) G2284B127 (CUSIP Number) March 25, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

March 22, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

March 22, 2021 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Colonnade Acquisition Corp. II, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amende

March 22, 2021 SC 13G

March 12, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Colonnade Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2284B127** (CUSIP Number) March 12, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this

March 18, 2021 EX-99.1

COLONNADE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 12, 2021 F-3 Notes to Financial Statement F-4

EX-99.1 2 d116298dex991.htm EX-99.1 Exhibit 99.1 COLONNADE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 12, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Colonnade Acquisition Corp. II Opinion on the Fi

March 18, 2021 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d116298d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2021 COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction

March 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 COLONNADE ACQUISITION CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 COLONNADE ACQUISITION CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G2284B127** (CUSIP Number) MARCH 10, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the

March 12, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association (incorporated by reference to the corresponding exhibit to Colonnade Acquisition Corp. II’s Current Report on Form 8-K (File No. 001-40184), filed with the SEC on March 12, 2021).

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COLONNADE ACQUISITION CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED 9 MARCH 2021 AND EFFECTIVE ON 9 MARCH 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF COLON

March 12, 2021 EX-99.2

Colonnade Acquisition Corp. II Completes $330 Million Initial Public Offering

Exhibit 99.2 Colonnade Acquisition Corp. II Completes $330 Million Initial Public Offering March 12, 2021 ? Colonnade Acquisition Corp. II (the ?Company?) today announced the closing of its initial public offering of 33,000,000 units, including the issuance of 3,000,000 units pursuant to the underwriters? partial exercise of their over-allotment option. The offering was priced at $10.00 per unit,

March 12, 2021 EX-10.5

Administrative Services Agreement by and among Colonnade Acquisition Corp. II and Colonnade Sponsor II LLC, dated as of March 9, 2021 (incorporated by reference to Exhibit 10.5 to Colonnade Acquisition Corp. II’s Current Report on Form 8-K (File No. 001-40184), filed with the SEC on March 12, 2021).

Exhibit 10.5 COLONNADE ACQUISITION CORP. II 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 March 9, 2021 Colonnade Sponsor II LLC 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Colonnade Acquisition Corp. II (the ?Company?) and Colonnade Sponsor II LLC (the ?Sponsor

March 12, 2021 EX-1.1

Underwriting Agreement, dated March 9, 2021, by and between Colonnade Acquisition Corp. II and Barclays Capital Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters.(1)

Exhibit 1.1 30,000,000 Units COLONNADE ACQUISITION CORP. II ($10.00 per Unit) UNDERWRITING AGREEMENT March 9, 2021 BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladie

March 12, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2021 (March 9, 2021) COLONNADE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40184 N/A (State or other jurisdiction of incor

March 12, 2021 EX-10.3

Registration Rights Agreement among Colonnade Acquisition Corp. II, Colonnade II Sponsor LLC and the holders signatory thereto, dated as of March 9, 2021 (incorporated by reference to Exhibit 10.3 to Colonnade Acquisition Corp. II’s Current Report on Form 8-K (File No. 001-40184), filed with the SEC on March 12, 2021).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 9, 2021, is made and entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature page here

March 12, 2021 EX-99.1

Colonnade Acquisition Corp. II Announces Pricing of $300 Million Initial Public Offering

Exhibit 99.1 Colonnade Acquisition Corp. II Announces Pricing of $300 Million Initial Public Offering March 9, 2021 ? Colonnade Acquisition Corp. II (the ?Company?) announced today the pricing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the ?NYSE?) and trade under the ticker symbol ?CLAA.U? beginning on

March 12, 2021 EX-10.2

Investment Management Trust Agreement between Colonnade Acquisition Corp. II and Continental Stock Transfer & Trust Company, dated as of March 9, 2021 (incorporated by reference to Exhibit 10.2 to Colonnade Acquisition Corp. II’s Current Report on Form 8-K (File No. 001-40184), filed with the SEC on March 12, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 9, 2021 by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File

March 12, 2021 EX-4.1

Warrant Agreement, dated March 9, 2021, by and between Colonnade Acquisition Corp. II and Continental Stock Transfer & Trust Company, as warrant agent.(1)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 9, 2021, is by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, the Com

March 12, 2021 EX-10.4

Private Placement Warrants Purchase Agreement between Colonnade Acquisition Corp. II and Colonnade Sponsor II LLC, dated as of March 9, 2021 (incorporated by reference to Exhibit 10.4 to Colonnade Acquisition Corp. II’s Current Report on Form 8-K (File No. 001-40184), filed with the SEC on March 12, 2021).

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 9, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the ?Purchaser?

March 12, 2021 EX-10.1

Letter Agreement, dated March 9, 2021, by and among Colonnade Acquisition Corp. II, its executive officers, its directors and the Sponsor (incorporated by reference to Exhibit 10.1 of CLAA’s Form 8-K (File No. 001-40184), filed with the SEC on March 12, 2021).

Exhibit 10.1 March 9, 2021 Colonnade Acquisition Corp. II c/o 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company

March 10, 2021 424B4

Colonnade Acquisition Corp. II 30,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-253091 PROSPECTUS Colonnade Acquisition Corp. II $300,000,000 30,000,000 Units Colonnade Acquisition Corp. II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business

March 9, 2021 8-A12B

- 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 COLONNADE ACQUISITION CORP. II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

March 8, 2021 CORRESP

Colonnade Acquisition Corp. II 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401

CORRESP 1 filename1.htm Colonnade Acquisition Corp. II 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 March 8, 2021 VIA EDGAR David Link Office of Real Estate & Construction U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Colonnade Acquisition Corp. II Registration Statement on Form S-1 Filed February 12, 2021, as amend

March 8, 2021 CORRESP

[Signature Page Follows]

March 8, 2021 VIA EDGAR U.S. Securities and Exchange Commission Office of Real Estate & Construction Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Mr. David Link Re: Colonnade Acquisition Corp. II Registration Statement on Form S-1 Filed February 12, 2021, as amended File No. 333-253091 Dear Mr. Link, Pursuant to Rule 461 under the Securities Act of 1933, as amended

March 5, 2021 CORRESP

Colonnade Acquisition Corp. II 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401

Colonnade Acquisition Corp. II 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 March 5, 2021 VIA EDGAR David Link Office of Real Estate & Construction U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Colonnade Acquisition Corp. II Registration Statement on Form S-1 Filed February 12, 2021, as amended File No. 333-253091 D

March 3, 2021 EX-4.3

Specimen Warrant Certificate.

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW COLONNADE ACQUISITION CORP. II Incorporated Under the Laws of the Cayman Islands CUSIP G2284B 119 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the

March 3, 2021 EX-10.2

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 10 d27348dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registra

March 3, 2021 EX-10.3

Form of Registration Rights Agreement among the Registrant, Colonnade Sponsor II LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature page hereto u

March 3, 2021 S-1/A

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 3, 2021 Registration No. 333-253091 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Colonnade Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or oth

March 3, 2021 EX-10.4

Form of Private Placement Warrants Purchase Agreement among the Registrant and Colonnade Sponsor II LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the ?Purchaser?). W

March 3, 2021 EX-4.2

Specimen Ordinary Share Certificate.

EX-4.2 4 d27348dex42.htm EX-4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2284B 101 COLONNADE ACQUISITION CORP. II CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of fully paid non assessable Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Compa

March 3, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 6 d27348dex44.htm EX-4.4 WARRANT AGREEMENT Exhibit 4.4 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transf

March 3, 2021 EX-4.1

Specimen Unit Certificate.

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2284B 127 COLONNADE ACQUISITION CORP. II UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Comp

March 3, 2021 EX-10.1

Form of Letter Agreement among the Registrant, Colonnade Sponsor II LLC and each of the officers and directors of the Registrant.

EX-10.1 9 d27348dex101.htm EX-10.1 Exhibit 10.1 [ ], 2021 Colonnade Acquisition Corp. II c/o 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Colonnade Acquisition Corp. II, a

March 3, 2021 CORRESP

March 3, 2021

March 3, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.

March 3, 2021 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 d27348dex11.htm EX-1.1 Exhibit 1.1 30,000,000 Units COLONNADE ACQUISITION CORP. II ($10.00 per Unit) UNDERWRITING AGREEMENT [•], 2021 BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Deutsche Bank Securities Inc. 60 Wall Street Ne

February 12, 2021 EX-4.3

Specimen Warrant Certificate.**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW COLONNADE ACQUISITION CORP. II Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registe

February 12, 2021 EX-10.1

Form of Letter Agreement among the Registrant, Colonnade Sponsor II LLC and each of the officers and directors of the Registrant.**

Exhibit 10.1 [ ], 2021 Colonnade Acquisition Corp. II c/o 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company (th

February 12, 2021 S-1

Power of Attorney.*

Table of Contents As filed with the U.S. Securities and Exchange Commission on February 12, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Colonnade Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of in

February 12, 2021 EX-10.5

Form of Indemnity Agreement.*

Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided wi

February 12, 2021 EX-10.6

Promissory Note issued to Colonnade Sponsor II LLC.*

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

February 12, 2021 EX-14.1

Form of Code of Business Conduct and Ethics.*

Exhibit 14.1 COLONNADE ACQUISITION CORP. II CODE OF BUSINESS CONDUCT AND ETHICS Effective [ ], 2021 I. INTRODUCTION The Board of Directors (the “Board”) of Colonnade Acquisition Corp. II, a Cayman Islands exempted company, has adopted this code of business conduct and ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all of the Company’s directors, o

February 12, 2021 EX-4.1

Specimen Warrant Certificate (incorporated by reference to the corresponding exhibit to Colonnade Acquisition Corp. II’s Registration Statement on Form S-l (File No. 333-253091), filed with the SEC on February 12, 2021).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] COLONNADE ACQUISITION CORP. II UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?),

February 12, 2021 EX-99.1

Consent of Lee J. Solomon.*

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Colonnade Acquisition Corp. II (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being nam

February 12, 2021 EX-10.8

Form of Administrative Services Agreement between the Registrant and Colonnade Sponsor II LLC.*

Exhibit 10.8 COLONNADE ACQUISITION CORP. II 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 [ ], 2021 Colonnade Sponsor II LLC 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Colonnade Acquisition Corp. II (the ?Company?) and Colonnade Sponsor II LLC (the ?Sponsor?),

February 12, 2021 EX-10.4

Form of Private Placement Warrants Purchase Agreement among the Registrant and Colonnade Sponsor II LLC.**

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”). W

February 12, 2021 EX-3.2

Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COLONNADE ACQUISITION CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF COLONNADE ACQUISI

February 12, 2021 EX-99.2

Consent of Emil W. Henry, Jr.*

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Colonnade Acquisition Corp. II (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being nam

February 12, 2021 EX-4.4

Warrant Agreement between Colonnade Acquisition Corp. II and Continental Stock Transfer & Trust Company, dated as of March 9, 2021 (incorporated by reference to Exhibit 4.4 to Colonnade Acquisition Corp. II’s Registration Statement on Form S-1 (File No. 333-253091), filed with the SEC on February 12, 2021).

WARRANT AGREEMENT Exhibit 4.4 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company

February 12, 2021 EX-4.2

Specimen Ordinary Share Certificate.**

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] COLONNADE ACQUISITION CORP. II CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of fully paid non assessable Class A ordinary shares, par value $0.0001 per share (each, a ?Class A Ordinary Share?), of Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), subject to the Company?s amended

February 12, 2021 EX-10.7

Securities Subscription Agreement between Colonnade Sponsor II LLC and the Registrant.*

Exhibit 10.7 Colonnade Acquisition Corp. II 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 December 23, 2020 Colonnade Sponsor II LLC 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401 RE: Securities Subscription Agreement Ladies and Gentlemen: Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?, ?we? or ?us?), is pleased to accept the offer made by Colon

February 12, 2021 EX-99.3

Consent of Manny De Zárraga.*

EX-99.3 22 d27348dex993.htm EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Colonnade Acquisition Corp. II (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438

February 12, 2021 EX-10.2

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No.

February 12, 2021 EX-10.3

Form of Registration Rights Agreement among the Registrant, Colonnade Sponsor II LLC and the Holders signatory thereto.**

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature page hereto u

February 12, 2021 EX-3.1

Memorandum and Articles of Association.*

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF COLONNADE ACQUISITION CORP. II Auth Code: F34414569382 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF COLONNADE ACQUISITION CORP. II 1 The name of the Company is Colonnade Acquisitio

December 31, 2020 DRS

-

Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 31, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Colonnade Acquisition Corp. II (Exact name of

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