Concord Acquisition Corp II Files 2023 Annual Report on Form 10-K

TL;DR

<b>Concord Acquisition Corp II has filed its 2023 annual report (10-K), detailing financial performance and corporate structure.</b>

AI Summary

Concord Acquisition Corp II (CNDAW) filed a Annual Report (10-K) with the SEC on March 1, 2024. Concord Acquisition Corp II filed its 2023 Form 10-K on March 1, 2024. The company's fiscal year ends on December 31st. The filing includes financial data for the periods ending December 31, 2023, 2022, and 2021. Key financial statement items such as Retained Earnings, Common Stock (Class A and B), and Warrants are detailed. The company is incorporated in Delaware and has its principal executive offices in New York, NY.

Why It Matters

For investors and stakeholders tracking Concord Acquisition Corp II, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Concord Acquisition Corp II's financial position and operational activities for the fiscal year 2023, crucial for investors to assess the company's performance and outlook. The detailed financial statements and disclosures within the 10-K are essential for understanding the company's capital structure, including its common stock, warrants, and any related party transactions.

Risk Assessment

Risk Level: low — Concord Acquisition Corp II shows low risk based on this filing. The filing is a standard annual report (10-K) for a SPAC, which typically contains routine financial disclosures and does not indicate significant new risks or operational changes.

Analyst Insight

Review the detailed financial statements and disclosures in the 10-K to understand Concord Acquisition Corp II's financial health and any potential future strategic directions.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period end date.)
• 2024-03-01 — Filing Date (Date the 10-K was filed.)
• 6770 — SIC Code (Standard Industrial Classification for Blank Checks.)
• 001-40773 — SEC File Number (SEC filing number for Concord Acquisition Corp II.)

Key Players & Entities

• Concord Acquisition Corp II (company) — Filer of the 10-K report.
• 2023-12-31 (date) — End of the reporting period for the 10-K.
• 2024-03-01 (date) — Filing date of the 10-K.
• New York (location) — City of the company's business and mailing address.
• Delaware (location) — State of incorporation.

FAQ

Risk Factors

• Financial Instruments [medium — financial]: The company's financial statements detail fair value measurements for warrants, including inputs like risk-free interest rate, price volatility, expected term, and exercise price.
• Related Party Transactions [medium — financial]: Disclosures cover agreements such as administrative support and promissory notes with related parties, specifically the Sponsor.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 2023 10-K.
• 2024-03-01: 10-K Filing Date — Date Concord Acquisition Corp II filed its annual report.
• 2021-09-03: IPO Date — Date of the Initial Public Offering, relevant for warrant and share structure.

Glossary

SPAC

Special Purpose Acquisition Company (Concord Acquisition Corp II is a SPAC, and its filings detail its structure and financial activities related to its business purpose.)

10-K

Annual Report filed with the SEC (This filing provides a comprehensive overview of the company's financial performance and condition for the fiscal year.)

Key Financial Figures

• $0.0001 — hich Registered Class A common stock, $0.0001 par value per share CNDA The New Yo
• $10.26 — , 2023, based upon the closing price of $10.26 of the Registrant's Class A common stoc
• $250,000,000 — 000 units, generating gross proceeds of $250,000,000. Simultaneously with the closing of the
• $1.50 — or, the "sponsors"), each at a price of $1.50 per Private Placement Warrant, generati
• $7,500,000 — t Warrant, generating total proceeds of $7,500,000. On September 28, 2021, the underwriter
• $10.00 — n Units") at a public offering price of $10.00 per Option Unit. After giving effect to
• $601,950 — t Warrant, generating gross proceeds of $601,950. Ten qualified institutional buyers or
• $10 — ld in the IPO, at the offering price of $10.00, for an aggregate of up to $247.5 mi
• $247.5 million — ce of $10.00, for an aggregate of up to $247.5 million of units offered. At the closing of the
• $0.003 — riginal purchase price of approximately $0.003 per share, or 1,250,000 founder shares
• $280,097,500 — er shares from the Sponsor. A total of $280,097,500 of the net proceeds from the IPO (inclu
• $10.35 — at a redemption price of approximately $10.35 per share, for an aggregate redemption
• $137,792,552 — , for an aggregate redemption amount of $137,792,552, leaving $152,164,096 in the Trust Acco
• $152,164,096 — emption amount of $137,792,552, leaving $152,164,096 in the Trust Account immediately after
• $1 billion — native asset manager with approximately $1 billion in assets under management as of Decemb

Filing Documents

• cnda-20231231x10k.htm (10-K) — 1482KB
• cnda-20231231xex31d1.htm (EX-31.1) — 13KB
• cnda-20231231xex31d2.htm (EX-31.2) — 13KB
• cnda-20231231xex32d1.htm (EX-32.1) — 7KB
• cnda-20231231xex97d1.htm (EX-97.1) — 31KB
• 0001410578-24-000116.txt (&nbsp;) — 5679KB
• cnda-20231231.xsd (EX-101.SCH) — 49KB
• cnda-20231231_cal.xml (EX-101.CAL) — 30KB
• cnda-20231231_def.xml (EX-101.DEF) — 173KB
• cnda-20231231_lab.xml (EX-101.LAB) — 363KB
• cnda-20231231_pre.xml (EX-101.PRE) — 269KB
• cnda-20231231x10k_htm.xml (XML) — 767KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations . 60 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk . 64 Item 8 .

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data . 64 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 64 Item 9A.

Controls and Procedures

Controls and Procedures . 64 Item 9B . Other Information . 65 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . 65 PART III Item 10. Directors, Executive Officers and Corporate Governance . 66 Item 11.

Executive Compensation

Executive Compensation . 70 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . 71 Item 13. Certain Relationships and Related Transactions, and Director Independence . 73 Item 14. Principal Accountant Fees and Services . 76 PART IV Item 15. Exhibits and Financial Statement Schedules . 77 Item 16. Form 10-K Summary . 78

SIGNATURES

SIGNATURES 101 2 Table of Contents PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some statements contained in this Annual Report on Form 10-K (this "Annual Report") are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of a prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses and the financial services and financial technology industries; the ability of our officers and directors to generate a number of potential business combination opportunities; our public securities' potential liquidity and trading; the use of proceeds not held in the Trust Account o

BUSINESS

ITEM 1. BUSINESS Overview We are a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. We may also pursue business combination targets that could be in discussions with Concord Acquisition Corp III ("Concord III"), a special purpose acquisition company sponsored by affiliates of our sponsors, which has completed its initial public offering and entered into a business combination agreement with a target company. While we may pursue a merger opportunity in any industry or sector, we intend to capitalize on the ability of our management team and sponsor to identity, acquire and manage a business in the financial services and financial technology sectors, including payments, enterprise software, and data analytics, that can benefit from our differentiated deal flow and global network. We will seek to acquire established and growing businesses that we believe are fundamentally sound with an attractive financial profile and poised for continued and accelerating growth, but potentially in need of some form of financial, operational, strategic or managerial guidance to maximize value. On September 3, 2021, we consummated an initial public offering (the "IPO," or the "Initial Public Offering") of 25,000,000 units, generating gross proceeds of $250,000,000. Simultaneously with the closing of the offering, the Company consummated the private placement of an aggregate of 5,000,000 warrants (the "Private Placement Warrants") to Concord Sponsor Group II LLC (the "sponsor") and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the offering) ("CA2 Co-Investment" and, together with the sponsor, the "sponsors"), each at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7,500,000. On

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View this 10-K filing on SEC EDGAR