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, 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 May 6, 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.


		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

	Notes to Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION		22

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24


	March 31, 2022		December 31, 2021
	(unaudited)
Assets
Cash on hand	$	1,293,080	$	1,763,199
Prepaid expenses		453,737		397,556
Total current assets		1,746,817		2,160,755
Long-term prepaid expenses		163,029		256,657
Marketable securities and cash held in Trust Account		280,222,187		280,135,031
Total assets	$	282,132,033	$	282,552,443

Liabilities and Stockholders' Deficit
Due to related party	$	4,263	$	2,727
Accounts payable and accrued offering costs		110,472		312,458
Total current liabilities		114,735		315,185
Warrant liability		8,868,725		14,115,936
Deferred underwriters' discount		9,803,413		9,803,413
Total liabilities		18,786,873		24,234,534

Commitments and contingencies

Common stock subject to possible redemption, 28,009,750 shares at redemption value		280,097,500		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		(16,753,040)		(21,780,291)
Total stockholders’ deficit		(16,752,340)		(21,779,591)
Total Liabilities and Stockholders’ Deficit	$	282,132,033	$	282,552,443


			For the period
			from February 18,
			2021
	For the		(inception)
	Three Months ended		through
	March 31,		March 31,
	2022		2021
Formation and operating costs	$	307,117	$	473
Loss from operations		(307,117)		(473)

Other income
Interest earned on investment held in Trust Account		87,157		—
Change in fair value of warrant liability		5,247,211		—
Total other income		5,334,368		—

Net income (loss)	$	5,027,251	$	(473)

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,009,750		—
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.14	$	(0.00)

Basic and diluted weighted average shares outstanding, Class B common stock		7,002,438		7,187,500
Basic and diluted net income (loss) per share, Class B common stock	$	0.14	$	(0.00)


				Class A			Class B
	Preferred Stock			Common Stock			Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Paid-In 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)


			For the period from
	For the Three		February 18, 2021
	Months ended		(inception) through
	March 31, 2022		March 31, 2021
Cash flows from operating activities:
Net income (loss)	$	5,027,251	$	(473)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investment held in Trust Account		(87,157)		—
Changes in fair value of warrant liability		(5,247,211)		—
Changes in operating assets and liabilities:
Prepaid expenses		37,448		—
Due to related party		1,536		—
Accounts payable and accrued offering costs		(201,986)		473
Net cash used in operating activities		(470,119)		—

Cash flows from financing activities:
Proceeds from issuance of promissory note to related party		—		75,000
Proceeds from sale of common stock to initial stockholders		—		25,000
Payment of deferred offering costs		—		(74,992)
Net cash provided by financing activities		—		25,008

Net change in cash		(470,119)		25,008
Cash, beginning of the period		1,763,199		—
Cash, end of the period	$	1,293,080	$	25,008

Supplemental disclosure of cash flow information:
Non-cash financing transactions:
Deferred offering costs included in accounts payable and accrued offering costs	$	—	$	49,047


					For the period from
					February 18, 2021
	For the Three Months ended				(inception) through March
	March 31, 2022				31, 2021
	Class A		Class B		Class A		Class B
Basic net income (loss) per share:
Numerator:
Allocation of net income	$	4,021,801	$	1,005,450	$	—	$	(473)

Denominator
Weighted-average shares outstanding		28,009,750		7,002,438		—		7,187,500
Basic and diluted net income (loss) per share	$	0.14	$	0.14	$	(0.00)	$	(0.00)


		March 31,		December 31,
Liabilities:	Level	2022		2021
Warrant Liability – Public Warrants	1	$	5,563,670	$	8,866,953
Warrant Liability – Private Placement Warrants	3	$	3,305,055	$	5,248,983


Input	March 31, 2022			December 31, 2021
Common stock price	$	9.68		$	9.75
Risk-free interest rate		2.40	%		1.35	%
Expected term in years		5.93	years		5.67	years
Expected volatility		9.20	%		15.45	%
Exercise price	$	11.50		$	11.50
Warrant price	$	0.61		$	0.97


Warrant liability measured with level 3 inputs as of January 1, 2022:	$	5,248,983
Change in fair value		(1,943,928)
Fair Value as of March 31, 2022 – private placement warrants	$	3,305,055

SEC Form 10-Q filed by Concord Acquisition Corp II