Concord Acquisition Corp II 10-Q for FY2025 Q3

Concord Acquisition Corp II (CNDA)

10-Q 2025-11-06 For: 2025-09-30

Added on April 06, 2026

About this 10-Q

Concord Acquisition Corp II filed this 10-Q on November 6, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $1.3M; compared with a net loss of $4.48M a year earlier

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477 Madison Avenue
New York, NY		10022
(Address of principal executive offices)		(Zip Code)

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒


		PAGE

PART I. FINANCIAL INFORMATION		1

Item 1.	Condensed 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	36

Item 4.	Controls and Procedures	37


PART II. OTHER INFORMATION		38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40


	September 30, 2025		December 31, 2024
	(Unaudited)
Assets
Cash	$	82,338	$	537,970
Prepaid income and other taxes		7,360		2,253
Financing proceeds receivable		—		225,000
Prepaid expenses		105,483		97,620
Total Current Assets		195,181		862,843
Cash held in Trust Account		98,684		23,791,131
Total Assets	$	293,865	$	24,653,974

Liabilities and Stockholders’ Deficit
Due to related party	$	424,730	$	244,592
Accounts payable and accrued expenses		2,653,179		2,502,629
Excise tax payable		2,749,620		2,463,780
Total Current Liabilities		5,827,529		5,211,001
Warrant liability		589,515		736,829
Capital Contribution Note, at fair value		950,718		3,535,612
Deferred underwriters’ commission		343,120		343,120
Total Liabilities		7,710,882		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 $12.40 and $10.81 at September 30, 2025 and December 31, 2024, respectively		105,996		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 September 30, 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		(7,523,713)		(8,966,623)
Total Stockholders’ Deficit		(7,523,013)		(8,965,923)
Total Liabilities and Stockholders’ Deficit	$	293,865	$	24,653,974


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Operating costs	$	255,215	$	838,843	$	1,088,261	$	1,749,558
Loss from operations		(255,215)		(838,843)		(1,088,261)		(1,749,558)

Other income (expense):
Other income		—		—		—		34
Income from cash held in Trust Account		784		252,558		135,578		3,188,789
Recovery of offering costs attribute to warrants		—		397,281		—		397,281
Excess of fair value of Capital Contribution Note over initial principal balance at issuance		—		—		—		(565,079)
Change in fair value of Capital Contribution Note		961,571		(3,956,783)		2,584,894		(3,334,957)
Change in fair value of warrant liability		589,516		(294,732)		147,314		15,000
Total other income (expense), net		1,551,871		(3,601,676)		2,867,786		(298,932)

Income (loss) before benefit from (provision for) income taxes		1,296,656		(4,440,519)		1,779,525		(2,048,490)
Benefit from (provision for) income taxes		45		(42,537)		(20,781)		(638,153)
Net income (loss)	$	1,296,701	$	(4,483,056)	$	1,758,744	$	(2,686,643)

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		8,550		2,200,303		514,339		9,225,129
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.18	$	(0.49)	$	0.23	$	(0.17)

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 (loss) per share, Class B common stock	$	0.18	$	(0.49)	$	0.23	$	(0.17)


				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)
Change 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)
Change in redemption value of shares subject to possible redemption	—		—	—		—	—		—		—		253		253
Net income	—		—	—		—	—		—		—		1,453,017		1,453,017
Balance as of June 30, 2025	—		—	—		—	7,002,438		700		—		(8,820,581)		(8,819,881)
Change in redemption value of shares subject to possible redemption	—		—	—		—	—		—		—		167		167
Net income	—		—	—		—	—		—		—		1,296,701		1,296,701
Balance as of September 30, 2025	—	$	—	—	$	—	7,002,438	$	700	$	—	$	(7,523,713)	$	(7,523,013)


	For the Nine
	Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	1,758,744	$	(2,686,643)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income from cash held in Trust Account		(135,578)		(3,188,789)
Changes in fair value of Capital Contribution Note		(2,584,894)		3,334,957
Excess of fair value of Capital Contribution Note over initial principal balance at issuance		—		565,079
Changes in fair value of warrant liability		(147,314)		(15,000)
Recovery of offering costs attribute to warrants		—		(397,281)
Changes in operating assets and liabilities:
Prepaid expenses		(7,863)		(153,927)
Financing proceeds receivable		—		(16,600)
Excise tax payable		48,185		—
Due to related party		180,138		182,155
Prepaid income and other taxes		(5,107)		88,153
Accounts payable and accrued expenses		150,550		1,313,815
Net cash used in operating activities		(743,139)		(974,081)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemptions		23,765,518		132,667,234
Amounts withdrawn from Trust Account to pay taxes		62,507		750,000
Net cash provided by investing activities		23,828,025		133,417,234

Cash flows from financing activities:
Proceeds from capital contribution note		—		600,000
Proceeds from Interim Financing		225,000		—
Redemption of common stock		(23,765,518)		(132,667,234)
Net cash used in financing activities		(23,540,518)		(132,067,234)

Net change in cash		(455,632)		375,919
Cash, beginning of the period		537,970		363,225
Cash, end of the period	$	82,338	$	739,144

Supplemental disclosure of cash flow information:
Non-cash financing transactions:
Increase in redemption value of shares subject to possible redemption	$	78,179	$	2,400,636
Excise tax attributable to redemption of common stock	$	237,655	$	1,327,364
Waiver of deferred underwriters’ commission		—		3,386,836


	Shares	Amount
January 1, 2024	14,699,019	$	153,932,010
Less:
Redemptions	(12,498,716)		(132,667,234)
Plus:
Increase in redemption value of shares subject to possible redemption	—		2,528,559
December 31, 2024	2,200,303	$	23,793,335
Less:
Redemptions	(2,191,753)		(23,765,518)
Plus:
Increase in redemption value of shares subject to possible redemption	—		78,599
March 31, 2025	8,550	$	106,416
Less:
Decrease in redemption value of shares subject to possible redemption	—		(253)
June 30, 2025	8,550	$	106,163
Less:
Decrease in redemption value of shares subject to possible redemption	—		(167)
September 30, 2025	8,550	$	105,996


	For the Three Months ended September 30,
	2025				2024
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	1,581	$	1,295,120	$	(1,071,863)	$	(3,411,193)

Denominator
Basic and diluted weighted-average shares outstanding		8,550		7,002,438		2,200,303		7,002,438

Basic and diluted net income (loss) per share	$	0.18	$	0.18	$	(0.49)	$	(0.49)


	For the Nine Months ended September 30,
	2025				2024
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	120,343	$	1,638,401	$	(1,527,316)	$	(1,159,327)

Denominator
Basic and diluted weighted-average shares outstanding		514,339		7,002,438		9,225,129		7,002,438

Basic and diluted net income (loss) per share	$	0.23	$	0.23	$	(0.17)	$	(0.17)


		September 30,		December 31,
Liabilities:	Level	2025		2024
Warrant Liability – Public Warrants	2	$	373,463	$	466,829
Warrant Liability – Private Placement Warrants	3	$	216,052	$	270,000
Capital Contribution Note	3	$	950,718	$	3,535,612


	Capital Contribution		Private Placement
Changes in fair value of financial liabilities measured with level 3:	Note		Warrants

December 31, 2024	$	3,535,612	$	270,000
Change in fair value		(843,902)		540,000
March 31, 2025	$	2,691,710	$	810,000
Change in fair value		(779,421)		(377,896)
June 30, 2025	$	1,912,289	$	432,104
Change in fair value		(961,571)		(216,052)
September 30, 2025	$	950,718	$	216,052

	Capital Contribution		Private Placement
Changes in fair value of financial liabilities measured with level 3:	Note		Warrants

December 31, 2023	$	—	$	717,000
Initial value of the Capital Contribution Note		600,000		—
Change in fair value		—		(116,000)
March 31, 2024	$	600,000	$	601,000
Excess of fair value of Capital Contribution Note over initial principal balance at issuance		565,079		—
Change in fair value		(621,826)		(7,000)
June 30, 2024	$	543,253	$	594,000
Change in fair value		3,956,783		108,000
September 30, 2024	$	4,500,036	$	702,000


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Operating costs	$	255,215	$	838,843	$	1,088,261	$	1,749,558
Add: Excise tax incurred and reported in accumulated deficit		—		—		237,655		1,327,364
Less: Adjustment to remove impact from excise tax		—		—		(237,655)		(1,327,364)
Loss from operations		(255,215)		(838,843)		(1,088,261)		(1,749,558)

Total other income, net		1,551,871		(3,601,676)		2,867,786		(298,932)

Income before provision for income taxes		1,296,696		(4,440,519)		1,779,525		(2,048,490)

Net income (loss)	$	1,296,701	$	(4,483,056)	$	1,758,744	$	(2,686,643)

Exhibit Number		Description
3.1⁽¹⁾		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Concord Acquisition Corp II, dated February 28, 2025.

10.1⁽²⁾		Form of Non-Redemption Agreement and Assignment of Economic Interest.

10.2⁽³⁾		Agreement and Plan of Merger, dated as of August 26, 2024, by and among Concord Acquisition Corp II, Events.com, Inc. and Concord Merger Sub Inc.

10.3⁽³⁾		Lock-Up Agreement.

10.4⁽³⁾		Sponsor Support Agreement, dated as of August 26, 2024, by and among Concord Acquisition Corp II, Events.com, Inc., Concord Sponsor Group II LLC and CA2 Co-Investment LLC.

10.5⁽³⁾		Stockholder Support Agreement, dated as of August 26, 2024, by and among Concord Acquisition Corp II and certain stockholders of Events.com, Inc.

10.6⁽³⁾		Form of Tax Receivables Agreement.

10.7⁽³⁾		Form of Registration Rights Agreement.

10.8⁽²⁾		Amended and Restated Promissory Note, dated May 31, 2024

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 and Accounting 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*		Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Link base Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	CONCORD ACQUISITION CORP II

	By:	/s/ Jeff Tuder
	Name:	Jeff Tuder
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Michele Cito
	Name:	Michele Cito
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)