Concord Acquisition Corp II filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 28, 2025, Concord Acquisition Corp II (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As approved by its stockholders at the Special Meeting, the Company filed an amendment to its amended and restated certificate of incorporation with the Delaware Secretary of State on February 28, 2025 (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination from March 3, 2025 (the “Termination Date”) to December 31, 2025, or such earlier date as may be determined by the board of directors of the Company (the “Extended Date”). The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 28, 2025, the Company held the Special Meeting. On January 21, 2025, the record date for the Special Meeting, there were 2,200,303 shares of Class A common stock, par value $0.0001 per share, and 7,002,438 shares of Class B common stock, par value $0.0001 per share, of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 7,521,522 shares of Class A common stock and Class B common stock, voting together as a class, of the Company or approximately 82% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.
Charter Amendment
The stockholders approved the Charter Amendment to extend the date by which the Company has to consummate a business combination from the Termination Date to the Extended Date. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
| 6,863,295 | 658,227 | 0 | 0 |
| Item 8.01. | Other Events. |
In connection with the votes to approve the proposal above, the holders of 2,191,753 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.84 per share, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $92,709 in the trust account.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Concord Acquisition Corp II, dated February 28, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONCORD ACQUISITION CORP Ii | |||
| By: | /s/ Jeff Tuder | ||
| Name: | Jeff Tuder | ||
| Title: | Chief Executive Officer | ||
Date: March 5, 2025