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 March 31, 2024

☐ 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 May 3, 2024, there were 14,699,019 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 (Unaudited)	3

	Condensed Statements of Cash Flows (Unaudited)	4

	Notes to Condensed 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	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION		28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29


	March 31, 2024		December 31, 2023
	(unaudited)
Assets
Cash	$	74,568	$	363,225
Income tax receivable		—		3,211
Prepaid expenses		70,712		10,680
Total Current Assets		145,280		377,116
Cash held in Trust Account		155,617,011		153,928,848
Total Assets	$	155,762,291	$	154,305,964

Liabilities and Stockholders’ Deficit
Due to related party	$	61,670	$	750
Accrued income taxes		340,811		—
Accounts payable and accrued expenses		1,216,286		1,160,614
Excise tax payable		1,360,357		1,360,357
Total Current Liabilities		2,979,124		2,521,721
Warrant liability		1,640,162		1,930,756
Capital Contribution Note, at fair value		600,000		—
Deferred underwriters’ commission		4,127,237		4,127,237
Total Liabilities		9,346,523		8,579,714

Commitments and Contingencies

Common stock subject to possible redemption, 14,699,019 shares at redemption value of $10.56 and $10.47 at March 31, 2024 and December 31, 2023, respectively		155,226,152		153,932,010

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding, excluding 14,699,019 shares subject to possible redemption at March 31, 2024 and December 31, 2023		—		—
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		(8,811,084)		(8,206,460)
Total Stockholders’ Deficit		(8,810,384)		(8,205,760)
Total Liabilities and Stockholders’ Deficit	$	155,762,291	$	154,305,964


	For the Three Months Ended
	March 31,
	2024		2023
Operating costs	$	345,251	$	294,974
Loss from operations		(345,251)		(294,974)

Other income (loss):
Other income		34		1,120
Income from investments held in Trust Account		1,688,163		3,007,475
Excess of fair value of Capital Contribution Note over initial principal balance at issuance		(600,000)		—
Change in fair value of warrant liability		290,594		667,682
Total other income, net		1,378,791		3,676,277

Income before provision for income taxes		1,033,540		3,381,303
Provision for income taxes		(344,022)		(621,294)
Net income	$	689,518	$	2,760,009

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		14,699,019		28,009,750
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.03	$	0.08

Basic and diluted weighted average shares outstanding, Class B common stock		7,002,438		7,002,438
Basic and diluted net income per share, Class B common stock	$	0.03	$	0.08


				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, 2024	—	$	—	—	$	—	7,002,438	$	700	$	—	$	(8,206,460)	$	(8,205,760)
Increase in redemption value of shares subject to possible redemption	—		—	—		—	—		—		—		(1,294,142)		(1,294,142)
Net income	—		—	—		—	—		—		—		689,518		689,518
Balance as of March 31, 2024	—	$	—	—	$	—	7,002,438	$	700	$	—	$	(8,811,084)	$	(8,810,384)


	For the Three
	Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net income	$	689,518	$	2,760,009
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account		(1,688,163)		(3,007,475)
Excess of fair value of Capital Contribution Note over initial principal balance at issuance		600,000		—
Changes in fair value of warrant liability		(290,594)		(667,682)
Changes in operating assets and liabilities:
Prepaid expenses		(60,032)		122,896
Due to related party		60,920		(10,772)
Accrued income taxes		344,022		621,294
Accounts payable and accrued expenses		55,672		14,360
Net cash used in operating activities		(288,657)		(167,370)

Cash Flows from Investing Activities:
Amounts withdrawn from Trust Account to pay taxes		—		61,042
Net cash provided by investing activities		—		61,042

Net change in cash		(288,657)		(106,328)
Cash, beginning of the period		363,225		1,081,413
Cash, end of the period	$	74,568	$	975,085

Supplemental disclosure of cash flow information:
Non-cash financing transactions:
Increase in redemption value of shares subject to possible redemption	$	1,294,142	$	2,336,130


	Shares	Amount
January 1, 2023	28,009,750	$	283,033,156
Plus:
Increase in redemption value of shares subject to possible redemption	—		2,336,130
March 31, 2023	28,009,750	$	285,369,286

January 1, 2024	14,699,019	$	153,932,010
Plus:
Increase in redemption value of shares subject to possible redemption	—		1,294,142
March 31, 2024	14,699,019	$	155,226,152


	For the Three Months ended March 31,
	2024				2023
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	467,030	$	222,488	$	2,208,007	$	552,002

Denominator
Basic and diluted weighted-average shares outstanding		14,699,019		7,002,438		28,009,750		7,002,438

SEC Form 10-Q filed by Concord Acquisition Corp II