Concord Acquisition Corp II

Concord Acquisition Corp II_March 31, 2025

Table of Contents

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, 2025

☐ 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	CNDAU	OTC Pink
Class A common stock, par value $0.0001 per share	CNDA	OTC Pink
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CNDAW	OTCQB

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 6, 2025, there were 8,550 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.

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CONCORD ACQUISITION CORP II

QUARTERLY REPORT ON FORM 10-Q

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		PAGE

PART I. FINANCIAL INFORMATION		1

Item 1.	Consolidated Financial Statements	1

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations (Unaudited)	2

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

	Condensed Consolidated Statements of Cash Flows (Unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	41

PART II. OTHER INFORMATION		42

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

CONCORD ACQUISITION CORP II

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2025		December 31, 2024
	(unaudited)
Assets
Cash	$	134,681	$	537,970
Income tax receivable		—		2,253
Financing proceeds receivable		—		225,000
Prepaid expenses		318,674		97,620
Total Current Assets		453,355		862,843
Cash held in Trust Account		97,122		23,791,131
Total Assets	$	550,477	$	24,653,974

Liabilities and Stockholders’ Deficit
Due to related party	$	304,730	$	244,592
Accrued income taxes		18,640		—
Accounts payable and accrued expenses		2,631,849		2,502,629
Excise tax payable		2,516,676		2,463,780
Total Current Liabilities		5,471,895		5,211,001
Warrant liability		2,210,487		736,829
Capital Contribution Note, at fair value		2,691,710		3,535,612
Deferred underwriters’ commission		343,120		343,120
Total Liabilities		10,717,212		9,826,562

Commitments and Contingencies

Class A common stock subject to possible redemption, 8,550 and 2,200,303 shares at redemption value of $12.45 and $10.81 at March 31, 2025 and December 31, 2024, respectively		106,416		23,793,335

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 8,550 and 2,200,303 shares subject to possible redemption at March 31, 2025 and December 31, 2024, respectively		—		—
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		(10,273,851)		(8,966,623)
Total Stockholders’ Deficit		(10,273,151)		(8,965,923)
Total Liabilities and Stockholders’ Deficit	$	550,477	$	24,653,974

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

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CONCORD ACQUISITION CORP II

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended
	March 31,
	2025		2024
Operating costs	$	474,341	$	345,251
Loss from operations		(474,341)		(345,251)

Other (expense) income:
Other income		—		34
Income from cash held in Trust Account		134,016		1,688,163
Change in fair value of Capital Contribution Note		843,902		—
Excess of fair value of Capital Contribution Note over initial principal balance at issuance		—		(600,000)
Change in fair value of warrant liability		(1,473,658)		290,594
Total other (expense) income, net		(495,740)		1,378,791

(Loss) income before provision for income taxes		(970,081)		1,033,540
Provision for income taxes		(20,893)		(344,022)
Net (loss) income	$	(990,974)	$	689,518

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		1,542,777		14,699,019
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.12)	$	0.03

Basic and diluted weighted average shares outstanding, Class B common stock		7,002,438		7,002,438
Basic and diluted net (loss) income per share, Class B common stock	$	(0.12)	$	0.03

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

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CONCORD ACQUISITION CORP II

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2025


				Class A			Class B			Additional				Total
	Preferred Stock			Common Stock			Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2025	—	$	—	—	$	—	7,002,438	$	700	$	—	$	(8,966,623)	$	(8,965,923)
Excise tax payable attributable to redemption of common stock	—		—	—		—	—		—		—		(237,655)		(237,655)
Increase in redemption value of shares subject to possible redemption	—		—	—		—	—		—		—		(78,599)		(78,599)
Net loss	—		—	—		—	—		—		—		(990,974)		(990,974)
Balance as of March 31, 2025	—	$	—	—	$	—	7,002,438	$	700	$	—	$	(10,273,851)	$	(10,273,151)

FOR THE THREE MONTHS ENDED MARCH 31, 2024


				Class A			Class B			Additional				Total
	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	—	$	—

SEC Form 10-Q filed by Concord Acquisition Corp II