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, 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 November 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

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION		27

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

Table of Contents

PART I. FINANCIAL INFORMATION

Item I. Financial Statements (Unaudited)

CONCORD ACQUISITION CORP II

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(unaudited)
Assets
Cash	$	985,388	$	1,763,199
Prepaid expenses		374,660		397,556
Total Current Assets		1,360,048		2,160,755
Long-term prepaid expenses		—		256,657
Marketable securities and cash held in Trust Account		281,819,810		280,135,031
Total Assets	$	283,179,858	$	282,552,443

Liabilities and Stockholders' Deficit
Due to related party	$	10,021	$	2,727
Accrued income taxes		293,686		—
Accounts payable and accrued expenses		131,149		312,458
Total Current Liabilities		434,856		315,185
Warrant liability		3,123,042		14,115,936
Deferred underwriters' discount		9,803,413		9,803,413
Total Liabilities		13,361,311		24,234,534

Commitments and Contingencies

Common stock subject to possible redemption, 28,009,750 shares at redemption value of $10.04 and $10.00 at September 30, 2022 and December 31, 2021, respectively		281,202,376		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		(11,384,529)		(21,780,291)
Total Stockholders’ Deficit		(11,383,829)		(21,779,591)
Total Liabilities and Stockholders’ Deficit	$	283,179,858	$	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
	For the		February 18, 2021		For the Three		For the Three Months
	Nine Months ended		(inception) through		Months ended		ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Formation and operating costs	$	883,350	$	191,047	$	270,213	$	190,574
Loss from operations		(883,350)		(191,047)		(270,213)		(190,574)

Other income (loss):
Income from investments held in Trust Account		1,684,780		5,431		1,264,480		5,431
Offering costs attributable to warrant liability		—		(1,029,225)		—		(1,029,225)
Change in fair value of warrant liability		10,992,894		5,853,167		144,138		5,853,167
Total other income, net		12,677,674		4,829,373		1,408,618		4,829,373

Income before income taxes		11,794,324		4,638,326		1,138,405		4,638,799
Provision for income taxes		293,686		—		255,041		—
Net income	$	11,500,638	$	4,638,326	$	883,364	$	4,638,799

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,009,750		3,151,241		28,009,750		7,706,840
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.33	$	0.45	$	0.03	$	0.31

Basic and diluted weighted average shares outstanding, Class B common stock		7,002,438		7,185,032		7,002,438		7,181,465
Basic and diluted net income per share, Class B common stock	$	0.33	$	0.45	$	0.03	$	0.31

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

Table of Contents

CONCORD ACQUISITION CORP II

SEC Form 10-Q filed by Concord Acquisition Corp II