CNDA 8-K
Concord Acquisition Corp II (CNDA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 1, 2021 (September 28, 2021)
Concord
Acquisition Corp II
(Exact name of registrant as specified in its charter)
| Delaware | 001-40773 | 86-2171101 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 477 Madison Avenue New York, NY |
10022 |
| (Address of principal executive offices) | (Zip Code) |
(212)
883-4330
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A Common Stock and one-third of one Warrant | CNDA.U | The New York Stock Exchange | ||
| Class A Common Stock, par value $0.0001 per share | CNDA | The New York Stock Exchange | ||
| 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. ¨
Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously reported on a Current Report on Form 8-K of Concord Acquisition Corp II (the “Company”), on September 3, 2021, the Company completed its initial public offering (“IPO”) of 25,000,000 units (“Units”). Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and one-third of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-254788). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000.
The Company had granted the underwriters for the IPO (the “Underwriters”) a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. Effective as of September 28, 2021, the Underwriters partially exercised their option to purchase additional Units, resulting in the issuance of an additional 3,009,750 Units (the “Option Units”) at a public offering price of $10.00 per Option Unit. After giving effect to the partial exercise and close of the option, an aggregate of 28,009,750 Units have been issued in the IPO. The Underwriters have until October 15, 2021 to exercise the remainder of their option to purchase additional Units.
As previously reported on a Current Report on Form 8-K of the Company, on September 3, 2021, simultaneously with the consummation of the IPO, the Company completed a private placement of an aggregate of 5,000,000 warrants (the “Private Placement Warrants”) to Concord Sponsor Group II LLC (the “Sponsor”), CA2 Co-Investment LLC (“CA2 Co-Investment”) and two anchor investors at a price of $1.50 per Private Placement Warrant, generating total gross proceeds of $7,500,000 (the “Private Placement”). On September 28, 2021, in connection with the sale of Option Units, the Company consummated a private sale of an additional 401,300 Private Placement Warrants to the Sponsor and CA2 Co-Investment (the “Additional Private Placement Warrants”) at a price of $1.50 per Additional Private Placement Warrant, generating gross proceeds of $601,950.
A total of $280,097,500 of the net proceeds from the IPO (including the Option Units) and the sale of Private Placement Warrants and Additional Private Placement Warrants was deposited in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of September 3, 2021 reflecting receipt of the net proceeds upon consummation of the IPO and the Private Placement on September 3, 2021, but not the proceeds from the sale of the Option Units nor the sale of the Additional Private Placement Warrants, had been issued by the Company and previously filed on a Current Report on Form 8-K on September 10, 2021. The Company’s unaudited pro forma balance sheet as of September 28, 2021, reflecting receipt of the net proceeds from the sale of the Option Units and the Additional Private Placement Warrants on the same day is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 28, 2021, the Company issued a press release announcing the partial exercise of the Underwriters’ over-allotment option, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Balance Sheet | |
| 99.2 | Press release dated September 28, 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONCORD ACQUISITION CORP II | ||
| By: | /s/ Jeff Tuder | |
| Name: Jeff Tuder | ||
| Title: Chief Executive Officer | ||
Date: October 1, 2021
Exhibit 99.1
Concord Acquisition Corp II
Pro Forma Financial Information
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of Concord Acquisition Corp II (the “Company”) as of September 3, 2021, adjusted for the partial exercise of the underwriters’ over-allotment option and related transactions which closed on September 28, 2021 as described below.
On September 3, 2021, the Company consummated the initial public offering (the “IPO”) of 25,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock and one-third of one warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $250,000,000. Simultaneously with the closing of the IPO, Concord Sponsor Group II LLC, (the “Sponsor”), purchased an aggregate of 4,262,121 Private Warrants, CA2 Co-Investment LLC (“CA2 Co-Investment”) purchased an aggregate of 587,879 Private Warrants, and two of the Company’s anchor investors purchased an aggregate of 75,000 Private Warrants each at a price of $1.50 per Private Warrant, generating gross proceeds of $7,500,000.
The Company had granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. On September 27, 2021, the Underwriters partially exercised the over-allotment option and, on September 28, 2021, purchased an additional 3,009,750 Units (the “Option Units”), generating gross proceeds of $30,097,500, and incurred $601,950 in cash underwriting fees and deferred underwriting fees of $1,053,413.
Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 401,300 warrants (the “Additional Private Placement Warrants”) at a purchase price of $1.50 per warrant in a private placement to the Sponsor and CA2 Co-Investment, generating gross proceeds of $601,950.
Upon closing of the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Additional Private Placement Warrants, and the sale of the Option Units, a total of $280,097,500 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.
In addition, the Sponsor agreed to forfeit up to 937,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. As a result of the underwriters’ partial exercise of the over-allotment option, 752,437 Founders Shares are no longer subject to forfeiture; thus, only 185,063 Founder Shares remain subject to forfeiture.
Concord Acquisition Corp II
Balance Sheet
September 3, 2021
| September 3, 2021 | Pro Forma Adjustments | As Adjusted | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Assets | ||||||||||||
| Cash on hand | $ | 2,685,741 | $ | 2,685,741 | ||||||||
| Prepaid expenses | 366,959 | 366,959 | ||||||||||
| Total current assets | 3,052,700 | 3,052,700 | ||||||||||
| Long-term prepaid expenses | 370,000 | 370,000 | ||||||||||
| Cash held in Trust Account | 250,000,000 | 30,097,500 | (2) | 280,097,500 | ||||||||
| (601,950 | )(2) | |||||||||||
| 601,950 | (3) | |||||||||||
| Total assets | $ | 253,422,700 | $ | 30,097,500 | $ | 283,520,200 | ||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Accrued offering costs and expenses | 869,305 | 869,305 | ||||||||||
| Due to related party | 2,000 | 2,000 | ||||||||||
| Total current liabilities | 871,305 | - | 871,305 | |||||||||
| Warrant Liability | 17,893,168 | 1,881,616 | (5) | 19,774,784 | ||||||||
| Deferred underwriters' discount | 8,750,000 | 1,053,413 | (4) | 9,803,413 | ||||||||
| Total liabilities | 27,514,473 | 2,935,029 | 30,449,502 | |||||||||
| Commitments and Contingencies | ||||||||||||
| Common stock subject to possible redemption, 22,090,823 and 28,009,750 shares at redemption value, actual and as adjusted, respectively | 220,908,225 | 29,091,775 | (1) | 280,097,500 | ||||||||
| 30,097,500 | (2) | |||||||||||
| Shareholders’ Equity: | ||||||||||||
| 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; 2,909,177 and 0 shares issued and outstanding, actual and as adjusted, respectively | 291 | (291 | )(1) | - | ||||||||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding | 719 | 719 | ||||||||||
| Additional paid-in capital | 6,162,565 | (6,162,565 | )(1) | - | ||||||||
| Accumulated deficit | (1,163,573 | ) | (22,928,919 | )(1) | (27,027,521 | ) | ||||||
| (601,950 | )(2) | |||||||||||
| 601,950 | (3) | |||||||||||
| (1,053,413 | )(4) | |||||||||||
| (1,881,616 | )(5) | |||||||||||
| Total shareholders’ equity | 5,000,002 | (32,026,804 | ) | (27,026,802 | ) | |||||||
| Total Liabilities and Shareholders’ Equity | $ | 253,422,700 | $ | 30,097,500 | $ | 283,520,200 | ||||||
The proforma adjustments are as follows:
| 1. | All of the 28,009,750 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, 28,009,750 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. |
| 2. | Receipt of the proceeds from the sales of 3,009,750 Units generating gross proceeds of $30,097,500, and the payment of $601,950 in cash underwriting and CA2 Co-Investment fees. |
| 3. | Receipt of the proceeds from the sale of 401,300 warrants at a purchase price of $1.50 per warrant in a private placement to the Sponsor and CA2 Co-Investment, generating gross proceeds of $601,950. |
| 4. | Accrued deferred underwriters’ fees arising from the sale of the over-allotment units. The liability was calculated based upon 3.5% of the gross proceeds. |
| 5. | Upon the issuance of the over-allotment units and the private placement of the warrants to the sponsors, 1,003,250 public warrants and 401,300 private warrants were issued. The adjustment reflects the increase in the warrant liability for the fair value of the public warrants ($1.33 per share) and the fair value of the private warrants ($1.36 per share). |
Exhibit 99.2
Concord Acquisition Corp II Announces Partial Exercise of Underwriters’ Over-Allotment Option in Connection with its Initial Public Offering
New York, NY – (September 28, 2021) – Concord Acquisition Corp II (the “Company”) announced today that the underwriters of its previously announced initial public offering of units have partially exercised their over-allotment option, resulting in the issuance of an additional 3,009,750 units at a public offering price of $10.00 per unit. After giving effect to the exercise of the option, an aggregate of 28,009,750 units have been issued in the initial public offering at an aggregate offering price of $280,097,500.
Each unit consists of one share of Class A common stock and one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on the New York Stock Exchange under the symbols “CNDA” and “CNDA.WS”, respectively.
Citigroup Global Markets Inc. and Cowen and Company, LLC served as the joint book-running managers of the offering. AmeriVet Securities, Inc. served as the co-manager of the offering.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on August 31, 2021. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146 or by email at [email protected]; or Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by email at [email protected], or by telephone at (833) 297-2926.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the initial public offering and the anticipated use of the proceeds thereof, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the risk factors section of the registration statement and preliminary prospectus for the Company’s initial public offering. Copies of these documents can be accessed through the SEC’s website at www.sec.gov. No assurance can be given that the net proceeds of the offering will be used as indicated. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Concord Acquisition Corp II
Jeff Tuder