As filed with the U.S. Securities and Exchange Commission on January 29, 2026

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

–––––––––––––––––––––––––––––––––––––––

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

–––––––––––––––––––––––––––––––––––––––

M Evo Global Acquisition Corp II
(Exact name of registrant as specified in its charter)

–––––––––––––––––––––––––––––––––––––––

Cayman Islands

  

6770

  

N/A

(State or other jurisdiction of
incorporation or organization)

  

(Primary Standard Industrial
Classification Code Number)

  

(I.R.S. Employer
Identification Number)

2727 LBJ Freeway Suite 1010
Farmers Branch, TX 75234
Tel: (214) 775-0614
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

–––––––––––––––––––––––––––––––––––––––

Stephen Silver
Chief Executive Officer
2727 LBJ Freeway Suite 1010
Farmers Branch, TX 75234
Tel: (405) 317-2191
(Name, address, including zip code, and telephone number, including area code, of agent for service)

–––––––––––––––––––––––––––––––––––––––

Copies to:

Mitchell S. Nussbaum, Esq.
David J. Levine, Esq.
Julia Aryeh, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Tel: (212) 407-4000

  

Matthew Roberts, Esq.
Maples and Calder (Hong Kong) LLP
26th Floor, Central Plaza
18 Harbour Road, Wanchai, Hong Kong
Tel: +852 2522 9333

  

Alan I. Annex, Esq.
Jason T. Simon, Esq.
Tricia Branker, Esq.
Adam S. Namoury, Esq.
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, Virginia 22102
Tel: (703) 749-1300

–––––––––––––––––––––––––––––––––––––––

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-292138

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

  

☐

  

Accelerated filer

  

☐

Non-accelerated filer

  

☒

  

Smaller reporting company

  

☒
       

Emerging growth company

  

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by M Evo Global Acquisition Corp II, a blank check company incorporated as a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-292138), initially filed by the Registrant on December 15, 2025 and declared effective at 4:00 p.m. Eastern Time on January 29, 2026 (the “Prior Registration Statement”).

This Registration Statement covers the registration of an additional 4,500,000 of the Registrant’s units, each consisting of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth in Exhibit 107 filed herewith by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of January 30, 2026), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than January 30, 2026.

 

Part II

Information not required in prospectus

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (File No. 333-292138) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit Index

Exhibit No.

  

Description

5.1

  

Opinion of Loeb & Loeb LLP.

5.2

  

Opinion of Maples and Calder (Hong Kong), Cayman Islands counsel to the Registrant.

23.1

  

Consent of WithumSmith+Brown, PC.

23.2

  

Consent of Loeb & Loeb LLP (included on Exhibit 5.1).

23.3

  

Consent of Maples and Calder (Hong Kong) LLP (included on Exhibit 5.2).

107

  

Filing Fee Table.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Princeton, New Jersey, on the 29th day of January, 2026.

 

EVOLUTION GLOBAL ACQUISITION CORP
   

By:

  

/s/ Stephen Silver
   

Name:

  

Stephen Silver
   

Title:

  

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name

  

Position

  

Date

/s/ Stephen Silver

  

Chief Executive Officer and Chairman

  

January 29, 2026

Stephen Silver

  

(principal executive officer)

    

/s/ Arthur Chen

  

Chief Financial Officer

  

January 29, 2026

Arthur Chen

  

(principal financial and accounting officer)

    

/s/ Ashley Zumwalt-Forbes

  

Chief Operating Officer and Director

  

January 29, 2026

Ashley Zumwalt-Forbes

        

/s/ Aidan Meka

  

Director

  

January 29, 2026

Aidan Meka

        

/s/ Erez Ichilov

  

Director

  

January 29, 2026

Erez Ichilov

        

/s/ Craig McLane

  

Director

  

January 29, 2026

Craig McLane

        

II-2

Exhibit 5.1

 

   
   
   
   
   
  MAIN: 212.407.4000
Loeb & Loeb LLP FAX: 212.407.4990
345 Park Avenue  
New York, NY 10154-1895  

 

January 29, 2026

 

M Evo Global Acquisition Corp II

2727 LBJ Freeway, Suite 1010

Farmers Branch, TX 75234

 

Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as U.S. counsel to M Evo Global Acquisition Corp II, a Cayman Islands exempted company (the “Company”), in connection with the Company’s filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (the “462(b) Registration Statement”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”). The 462(b) Registration Statement incorporates by reference the Company’s Registration Statement on Form S-1 (File No. 333-292138), as amended, initially filed with the Commission on December 15, 2025 (the “Initial Registration Statement” and together with the 462(b) Registration Statement, the “Registration Statement”). This opinion is furnished to you in connection with your filing of the 462(b) Registration Statement, which is registering the offering by the Company of up to (i) 4,500,000 units (the “Units”), with each Unit consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment; (ii) up to 500,000 Units (the “Over-Allotment Units”) for which the underwriters have been granted an over-allotment option; (iii) all Ordinary Shares and Warrants issued as part of the Units and Over-Allotment Units; and (iv) all Ordinary Shares issuable upon exercise of the Warrants included in the Units and Over-Allotment Units. We understand that the Units, the Over-Allotment Units and the additional Ordinary Shares and additional Warrants are to be sold as described in the Registration Statement and pursuant to an underwriting agreement to be entered into by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the underwriters in the Offering, in substantially the form filed as an exhibit to the Registration Statement (the “Underwriting Agreement”).

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company. Because the agreements governing the Units and the Warrants contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of the Cayman Islands.

 

 

 

 

Based upon the foregoing, we are of the opinion that the Warrants (including the Warrants issuable in connection with the Over-Allotment Units), the Units and the Over-Allotment Units, if and when paid for in accordance with the terms of the Underwriting Agreement, will constitute the valid and legally binding obligations of the Company, enforceable against it in accordance with their respective terms.

 

In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

 

We hereby consent to the use of this opinion as an exhibit to the 462(b) Registration Statement, to the use of our name as your U.S. counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

 

Very truly yours,

 

/s/ Loeb & Loeb LLP

Loeb & Loeb LLP

 

 

 

Exhibit 5.2

 

 

 

Our ref YCQ/862881-000001/85817367v1

 

M Evo Global Acquisition Corp II

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

January 29, 2026

 

M Evo Global Acquisition Corp II

 

We have acted as counsel as to Cayman Islands law to M Evo Global Acquisition Corp II (the “Company”) in connection with the Company’s registration statement on Form S-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including its exhibits, the “Registration Statement”) for the purposes of, registering with the Commission under the Act, the offering and sale to the public of up to (i) 4,500,000 units (the “Units”), with each Unit consisting of one of the Company’s Class A ordinary share of a par value of US$0.0001 (“Class A Ordinary Shares”), and one-half of one redeemable warrant (“Warrants”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of US$11.50 per share, subject to adjustment, (ii) up to 500,000 Units(the “Over-Allotment Units”) for which the underwriters have been granted an over-allotment option, (iii) all Class A Ordinary Shares and Warrants issued as part of the Units and Over-allotment Units, and (iv) all Class A Ordinary Shares issuable upon exercise of the Warrants included in the Units and Over-allotment Units.

 

This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.

 

1Documents Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1The certificate of incorporation dated 11 August 2025, the certificate of incorporation on change of name dated 27 August 2025 [and the amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 23 January 2026 and effective on 29 January 2026 (the “Memorandum and Articles”).

 

1.2 The written resolutions of the board of directors of the Company approving, among others, upsize of the initial public offering (the “Resolutions”) and the corporate records of the Company maintained at its registered office in the Cayman Islands.

 

 

 

 

 

 

1.3A certificate of good standing with respect to the Company issued by the Registrar of Companies (the “Certificate of Good Standing”).

 

1.4A certificate from a director of the Company, a copy of which is attached to this opinion letter (the “Director’s Certificate”).

 

1.5The Registration Statement.

 

1.6A draft of the form of the unit certificate representing the Units (the “Unit Certificate”).

 

1.7A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the “Warrants Documents”).

 

1.8A draft of the underwriting agreement between the Company and the Representative.

 

The documents listed in paragraphs 1.5 to 1.8 inclusive above shall be referred to collectively herein as the “Documents”.

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1The Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.2The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.3The choice of the Relevant Law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

 

2.4Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.5All signatures, initials and seals are genuine.

 

2.6The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Documents.

 

2

 

2.7No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Units, the Warrants or the Class A Ordinary Shares.

 

2.8There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents.

 

2.9No monies paid to or for the account of any party under the Documents or any property received or disposed of by any party to the Documents in each case in connection with the Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

 

2.10There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

 

2.11The Company will receive money or money’s worth in consideration for the issue of the Class A Ordinary Shares and none of the Class A Ordinary Shares were or will be issued for less than par value.

 

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

 

3Opinions

 

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement, such Class A Ordinary Shares will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.3The execution, delivery and performance the Unit Certificate and the Warrant Documents have been authorised by and on behalf of the Company and, once the Unit Certificate and the Warrant Documents have been executed and delivered by any director or officer of the Company, the Units Certificate and the Warrant Documents will be duly executed and delivered on behalf of the Company and the Documents will constitute the legal, valid and binding obligations of the Company enforceable in accordance with its terms.

 

3

 

4Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1The obligations assumed by the Company under the Documents will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

 

(a)enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories;

 

(b)enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

 

(c)where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

 

(d)some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

 

4.2To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

 

4.3Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Class A Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

 

4.4In this opinion letter the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

4

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm under the headings “Legal Matters”, “Risk Factors”, “Shareholders’ Suits” and “Enforcement of Civil Liabilities” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

We express no view as to the commercial terms of the Documents or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

 

The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Documents and express no opinion or observation upon the terms of any such document.

 

This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP  
   
Maples and Calder (Hong Kong) LLP  

 

5

 

M Evo Global Acquisition Corp II

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

To:Maples and Calder (Hong Kong) LLP

26th Floor, Central Plaza

18 Harbour Road

Wanchai

Hong Kong

 

January 29, 2026

 

M Evo Global Acquisition Corp II (the “Company”)

 

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the “Opinion”) in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

 

1The Memorandum and Articles remain in full force and effect and are unamended.

 

2The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges, or contemplated by the Documents and the Registration Statement.

 

3The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

 

4The authorised share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each. Immediately prior to the sale of the Class A Ordinary Shares, the issued share capital of the Company is 8,333,333 Class B ordinary shares, which have been duly authorised and are validly issued as fully-paid and non-assessable.

 

5The shareholders of the Company (the “Shareholders”) have not restricted the powers of the directors of the Company in any way.

 

6The directors of the Company at the date of the Resolutions were as follows: Stephen Marc Silver and Ashley Elizabeth Zumwalt-Forbes. The directors of the Company at the date of this certificate are as follows: Stephen Marc Silver, Ashley Elizabeth Zumwalt-Forbes, Erez Ichilov, Craig McLane and Aidan Lulezim Meka.

 

6

 

7The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.

 

8Prior to, at the time of, and immediately following the execution of the Documents and the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the Documents and the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.

 

9Each director of the Company considers the transactions contemplated by the Documents and the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

 

10The Company is not subject to the requirements of the BOT Act.

 

11To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor Shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no step has been taken to appoint a receiver in relation to any of the Company’s property or assets.

 

12The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

 

(Signature Page follows)

 

7

 

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

 

Signature: /s/ Ashley Zumwalte-Forbes  
     
Name: Ashley Zumwalte-Forbes  
     
Title: Director  

 

8

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 pursuant to rule 462(b) under the Securities Act of 1933, as amended, of our report dated January 23, 2026, relating to the financial statements of M Evo Global Acquisition Corp II as of December 31, 2025 and for the period from August 11, 2025 (inception) through December 31, 2025, appearing in the Registration Statement on Amendment No. 1 to Form S-1, File No. 333-292138.

 

/s/ WithumSmith+Brown, PC

 

New York, New York

January 29, 2026
S-1MEF EX-FILING FEES 0002087361 333-292138 N/A N/A 0002087361 1 2026-01-29 2026-01-29 0002087361 2 2026-01-29 2026-01-29 0002087361 3 2026-01-29 2026-01-29 0002087361 4 2026-01-29 2026-01-29 0002087361 2026-01-29 2026-01-29 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

M Evo Global Acquisition Corp II

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Other   Units, each consisting of one Class A ordinary share, and one-half redeemable warrant (each warrant exercisable into one Class A ordinary share)   (1)   457(o)   5,000,000   $ 10.00   $ 50,000,000.00   0.0001381   $ 6,905.00
Fees to be Paid   Equity   Class A ordinary shares included as part of the units   (2)   Other   5,000,000     0.00     0.00   0.0001381     0.00
Fees to be Paid   Equity   Redeemable Warrants included as part of the units   (3)   Other   2,500,000     0.00     0.00   0.0001381     0.00
Fees to be Paid   Equity   Ordinary shares underlying the redeemable warrants included as part of the Units upon exercise at $11.50 per Class A ordinary share   (4)   457(o)   2,500,000   $ 11.50   $ 28,750,000.00   0.0001381   $ 3,970.37
                                           
Total Offering Amounts:   $ 78,750,000.00         10,875.37
Total Fees Previously Paid:               0.00
Total Fee Offsets:               0.00
Net Fee Due:             $ 10,875.37

 

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Offering Note(s)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. The Registrant previously registered securities having a proposed maximum aggregate offering price of $393,750,000 on its Registration Statement on Form S-1, as amended (File No. 333-292138), which was declared effective on January 29, 2026. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $78,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions. No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions. No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act.
(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.