UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Concord Acquisition Corp II

(Exact name of registrant as specified in its charter)



Delaware	001-40773	86-2171101
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)



477 Madison Avenue
New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 883-4330

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	CNDA.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	CNDA	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CNDA.WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No ☐

As of August 4, 2022, there were 28,009,750 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, issued and outstanding.

Table of Contents

CONCORD ACQUISITION CORP II

QUARTERLY REPORT ON FORM 10-Q

Table of Contents


		PAGE

PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Balance Sheets	1

	Condensed Statements of Operations (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited)	3

	Condensed Statements of Cash Flows (Unaudited)	4

	Condensed Notes to Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

Table of Contents

PART I. FINANCIAL INFORMATION

Item I. Financial Statements (Unaudited)

CONCORD ACQUISITION CORP II

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(unaudited)
Assets
Cash on hand	$	1,105,399	$	1,763,199
Prepaid expenses		428,781		397,556
Total Current Assets		1,534,180		2,160,755
Long-term prepaid expenses		66,245		256,657
Marketable securities and cash held in Trust Account		280,555,330		280,135,031
Total Assets	$	282,155,755	$	282,552,443

Liabilities and Stockholders' Deficit
Due to related party	$	9,600	$	2,727
Taxes payable		38,645		—
Accounts payable and accrued expenses		101,734		312,458
Total Current Liabilities		149,979		315,185
Warrant liability		3,267,180		14,115,936
Deferred underwriters' discount		9,803,413		9,803,413
Total Liabilities		13,220,572		24,234,534

Commitments and Contingencies

Common stock subject to possible redemption, 28,009,750 shares at redemption value		280,242,936		280,097,500

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding, excluding 28,009,750 shares subject to possible redemption		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,002,438 shares issued and outstanding		700		700
Additional paid-in capital		—		—
Accumulated deficit		(11,308,453)		(21,780,291)
Total Stockholders’ Deficit		(11,307,753)		(21,779,591)
Total Liabilities and Stockholders’ Deficit	$	282,155,755	$	282,552,443

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

CONCORD ACQUISITION CORP II

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


			For the period
			from February 18,		For the
			2021		Three
	For the		(inception)		Months		For the
	Six Months Ended		through		Ended		Three Months Ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
Formation and operating costs	$	613,137	$	473	$	306,020	$	—
Loss from operations		(613,137)		(473)		(306,020)		—

Other income:
Income from investments held in Trust Account		420,300		—		333,143		—
Change in fair value of warrant liability		10,848,756		—		5,601,545		—
Total other income		11,269,056		—		5,934,688		—

Income (loss) before provision for income taxes		10,655,919		(473)		5,628,668		—
Provision for income taxes		38,645		—		38,645		—
Net income (loss)	$	10,617,274	$	(473)	$	5,590,023	$	—

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,009,750		—		28,009,750		—
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.30	$	—	$	0.16	$	—

Basic and diluted weighted average shares outstanding, Class B common stock		7,002,438		7,187,500		7,002,438		7,187,500
Basic and diluted net income (loss) per share, Class B common stock	$	0.30	$	(0.00)	$	0.16	$	—

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

CONCORD ACQUISITION CORP II

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(Unaudited)

For the Six Months ended June 30, 2022


				Class A			Class B			Additional
	Preferred Stock			Common Stock			Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	—	$	—	—	$	—	7,002,438	$	700	$	—	$	(21,780,291)	$	(21,779,591)
Net income	—		—	—		—	—		—		—		5,027,251		5,027,251
Balance as of March 31, 2022	—		—	—		—	7,002,438		700		—		(16,753,040)		(16,752,340)
Increase in redemption value of shares subject to possible redemption	—		—	—		—	—		—		—		(145,436)		(145,436)
Net income	—		—	—		—	—		—		—		5,590,023		5,590,023
Balance as of June 30, 2022 (Unaudited)	—	$	—	—	$	—	7,002,438	$	700	$	—	$	(11,308,453)	$	(11,307,753)

For the period from February 18, 2021 (inception) through June 30, 2021

Class A

Class B

Additional

Preferred Stock

Common Stock

Paid-In

Accumulated

Stockholders’

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Balance – February 18, 2021 (inception)

—

SEC Form 10-Q filed by Concord Acquisition Corp II