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 June 30, 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	NYSE American
Class A common stock, par value $0.0001 per share	CNDA	NYSE American
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CNDA.WS	NYSE American

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 August 7, 2024, there were 2,200,303 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	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION		31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

CONCORD ACQUISITION CORP II

CONDENSED BALANCE SHEETS


	June 30, 2024		December 31, 2023
	(unaudited)
Assets
Cash	$	525,404	$	363,225
Income tax receivable		—		3,211
Prepaid expenses		124,749		10,680
Total Current Assets		650,153		377,116
Cash held in Trust Account		23,447,845		153,928,848
Total Assets	$	24,097,998	$	154,305,964

Liabilities and Stockholders’ Deficit
Due to related party	$	122,905	$	750
Accrued income taxes		42,405		—
Accounts payable and accrued expenses		1,425,388		1,160,614
Excise tax payable		2,687,721		1,360,357
Total Current Liabilities		4,278,419		2,521,721
Warrant liability		1,621,024		1,930,756
Capital Contribution Note, at fair value		543,253		—
Deferred underwriters’ commission		4,127,237		4,127,237
Total Liabilities		10,569,933		8,579,714

Commitments and Contingencies

Common stock subject to possible redemption, 2,200,303 and 14,699,019 shares at redemption value of $10.68 and $10.47 at June 30, 2024 and December 31, 2023, respectively		23,505,391		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 2,200,303 and 14,699,019 shares subject to possible redemption at June 30, 2024 and December 31, 2023, 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		(9,978,026)		(8,206,460)
Total Stockholders’ Deficit		(9,977,326)		(8,205,760)
Total Liabilities and Stockholders’ Deficit	$	24,097,998	$	154,305,964

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 Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Operating costs	$	565,464	$	318,679	$	910,715	$	613,653
Loss from operations		(565,464)		(318,679)		(910,715)		(613,653)

Other income:
Other income		—		2,453		34		3,573
Income from cash and investments held in Trust Account		1,248,068		3,405,365		2,936,231		6,412,840
Excess of fair value of Capital Contribution Note over initial principal balance at issuance		34,921		—		(565,079)		—
Change in fair value of Capital Contribution Note		621,826		—		621,826		—
Change in fair value of warrant liability		19,138		448,098		309,732		1,115,780
Total other income		1,923,953		3,855,916		3,302,744		7,532,193

Income before provision for income taxes		1,358,489		3,537,237		2,392,029		6,918,540
Provision for income taxes		(251,594)		(705,200)		(595,616)		(1,326,494)
Net income	$	1,106,895	$	2,832,037	$	1,796,413	$	5,592,046

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		10,853,260		28,009,750		12,776,140		28,009,750
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.06	$	0.08	$	0.09	$	0.16

Basic and diluted weighted average shares outstanding, Class B common stock		7,002,438		7,002,438		7,002,438		7,002,438
Basic and diluted net income per share, Class B common stock	$	0.06	$	0.08	$	0.09	$	0.16

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

Table of Contents

CONCORD ACQUISITION CORP II

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

SEC Form 10-Q filed by Concord Acquisition Corp II