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

September 30, 2021

☐ 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 November 12, 2021, 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.


		PAGE
PART I . FINANCIAL INFORMATION		1

Item 1.	Financial Statements (Unaudited)	1

	Condensed Balance Sheet (Unaudited)	1

	Condensed Statements of Operations (Unaudited)	2

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

	Condensed Statement of Cash Flows (Unaudited)	4

	Notes to Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II . OTHER INFORMATION		21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24


	September 30, 2021
Assets
Cash on hand	$	1,891,257
Prepaid expenses		383,949
Total current assets		2,275,206

Long-term prepaid expenses		351,953
Cash held in Trust Account		280,102,931
Total assets	$	282,730,090

Liabilities and Shareholders’ Deficit
Accrued expenses		132,465
Total current liabilities		132,465
Warrant Liability		13,307,606
Deferred underwriters' discount		9,803,413
Total liabilities		23,243,484

Commitments and contingencies

Common stock subject to possible redemption, 28,009,750 shares at redemption value		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		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,002,438 shares issued and outstanding		700
Additional paid-in capital		—
Accumulated deficit		(20,611,594)
Total stockholders’ deficit		(20,610,894)
Total Liabilities and Stockholders’ Deficit	$	282,730,090

			For the period
			from February 18,
			2021
			(inception)
	For the three months ended		through
	September 30,		September 30,
	2021		2021
Formation and operating costs	$	190,574	$	191,047
Loss from operations		(190,574)		(191,047)

Other (income) expense
Interest earned on investment held in Trust Account		(5,431)		(5,431)
Fair value adjustment to warrant liabilities		(5,853,167)		(5,853,167)
Offering costs attributable to warrant liability		1,029,225		1,029,225
Total other income		(4,829,373)		(4,829,373)

Net income	$	4,638,799	$	4,638,326

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		25,322,473		25,322,473
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.15	$	0.15

Basic and diluted weighted average shares outstanding, Class B common stock		6,274,536		6,260,032
Basic and diluted net income per share, Class B common stock	$	0.15	$	0.15


				Class A			Class B
	Preferred Stock			Common Stock			Common Stock			Additional		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Paid-In Capital		Deficit		(Deficit) Equity
Balance as of February 18, 2021 (Inception)	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—
Class B common stock issued to initial shareholder	—		—	—		—	7,187,500		719		24,281		—		25,000
Net loss	—		—	—		—	—		—		—		(473)		(473)
Balance as of June 30, 2021 (Unaudited)	—		—	—		—	7,187,500		719		24,281		(473)		24,527
Issuance of Class A common stock in the Initial Public Offering	—		—	28,009,750		2,801	—		—		280,094,699		—		280,097,500
Issuance of warrants in connection with Initial Public Offering	—		—	—		—	—		—		8,101,950		—		8,101,950
Offering costs in connection with Initial Public Offering	—		—	—		—	—		—		(14,215,397)		—		(14,215,397)
Initial fair value of warrant liability	—		—	—		—	—		—		(19,160,773)		—		(19,160,773)
Forfeiture of Founder Shares pursuant to Over-allotment	—		—	—		—	(185,062)		(19)		19		—		—
Reclassification of shares subject to redemption	—		—	(28,009,750)		(2,801)	—		—		(254,844,779)		(25,249,920)		(280,097,500)
Net loss	—		—	—		—	—		—		—		4,638,799		4,638,799
Balance as of September 30, 2021 (Unaudited)	—	$	—	—	$	—	7,002,438	$	700	$	—	$	(20,611,594)	$	(20,610,894)


Cash flows from operating activities:
Net income	$	4,638,326
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in Trust Account		(5,431)
Fair value adjustment to warrant liabilities		(5,853,167)
Changes in current assets and liabilities:
Prepaid expenses		(735,903)
Accrued expenses		132,466
Net cash used in operating activities		(1,823,709)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(280,097,500)
Net cash used in investing activities		(280,097,500)

Cash flows from financing activities:
Proceeds from sale of Units, net of underwriters’ discount		276,119,775
Proceeds from issuance of warrants		8,101,950
Proceeds from sale of common stock to initial stockholders		25,000
Proceeds from issuance of promissory note to related party		175,000
Payment of offering costs		(434,259)
Payoff of promissory note to related party		(175,000)
Net cash provided by financing activities		283,812,466

Net change in cash		1,891,257
Cash, beginning of the period		—
Cash, end of the period	$	1,891,257

Supplemental disclosure of cash flow information:
Non-cash financing transactions:
Initial classification of warrant liability	$	19,160,773
Deferred underwriting fee payable	$	9,803,413


	For the period from
	February 18,2021 (inception)				For the three months ended
	through September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share
Numerator:
Allocation of net income		3,710,661		927,665		3,711,039		927,760

Denominator
Weighted-average shares outstanding		25,322,473		6,260,032		25,322,473		6,274,536
Basic and diluted net income per share	$	0.15	$	0.15	$	0.15	$	0.15


		September 30,
Liabilities:	Level	2021
Warrant Liability – Public Warrants	3	$	8,411,328
Warrant Liability – Private Placement Warrants	3	$	4,896,278


	September 3, 2021
	Initial Measurement
Input	Public			Private Placement
Common stock price	$	9.56		$	9.56
Risk-free interest rate		0.89	%		0.89	%
Expected term in years		6.00 years			6.00 years
Expected volatility		21.11	%		21.42	%
Exercise price	$	11.50		$	11.50


	September 30, 2021
	Subsequent Measurement
Input	Public			Private Placement
Common stock price	$	9.67		$	9.67
Risk-free interest rate		1.18	%		1.18	%

Expected term in years		5.92 years			5.92 years
Expected volatility		15.00	%		15.00	%
Exercise price	$	11.50		$	11.50


			Private
	Public		Placement		Warrant Liabilities
Initial measurement of fair value on September 3, 2021	$	11,101,667	$	6,791,500	$	17,893,167
Issuance of 1,404,550 warrants upon partial exercise of over-allotment using subsequent measurement fair value		903,828		363,778		1,267,606
		12,005,495		7,155,278		19,160,773
Change in valuation inputs or other assumptions		(3,594,167)		(2,259,000)		(5,853,167)
Fair value as of September 30, 2021	$	8,411,328	$	4,896,278	$	13,307,606


Exhibit Number		Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2*

SEC Form 10-Q filed by Concord Acquisition Corp II