Concord Acquisition Corp II Files 8-K

TL;DR

CNDA filed an 8-K on 5/24 detailing its stock/warrant structure.

AI Summary

Concord Acquisition Corp II filed an 8-K on May 24, 2024, reporting on other events and financial statements. The filing details the company's structure, including units consisting of common stock and warrants, and its common stock and warrants separately. Concord Acquisition Corp II is incorporated in Delaware and its principal executive offices are located at 477 Madison Avenue, New York, NY.

Why It Matters

This filing provides an update on Concord Acquisition Corp II's corporate structure and financial reporting, which is important for investors tracking the company's status and potential future activities.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not contain information that inherently increases risk.

Key Players & Entities

• Concord Acquisition Corp II (company) — Registrant
• May 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 477 Madison Avenue, New York, NY (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — hange Class A Common Stock, par value $0.0001 per share CNDA The New York Stock E
• $11.50 — A Common Stock at an exercise price of $11.50 CNDA.WS The New York Stock Exchange

Filing Documents

• tm2415558d1_8k.htm (8-K) — 41KB
• tm2415558d1_ex10-1.htm (EX-10.1) — 90KB
• 0001104659-24-065107.txt ( ) — 383KB
• cnda-20240524.xsd (EX-101.SCH) — 4KB
• cnda-20240524_def.xml (EX-101.DEF) — 27KB
• cnda-20240524_lab.xml (EX-101.LAB) — 39KB
• cnda-20240524_pre.xml (EX-101.PRE) — 26KB
• tm2415558d1_8k_htm.xml (XML) — 7KB

01 Other Events

Item 8.01 Other Events. Form of Non-Redemption Agreement On May 15, 2024, Concord Acquisition Corp II (the "Company") filed a definitive proxy statement on Schedule 14A (File No: 001-40773) ("Proxy Statement") for the purposes of calling a special meeting of the Company's stockholders (the "Meeting") to approve, among other proposals, an amendment to the Company's amended and restated certificate of incorporation to extend the date by which it has to consummate an initial business combination from June 3, 2024 to March 3, 2025 (the "Extension," such proposal, the "Extension Proposal"). In connection with the Meeting, the Company and Concord Sponsor Group II LLC (the "Sponsor") intend to enter into non-redemption agreements ("Non-Redemption Agreements") with one or more unaffiliated third-party stockholders of the Company in exchange for such stockholders agreeing to not redeem a to-be-determined number of shares of Class A common stock ("Non-Redeemed Shares") at the Meeting. In exchange for the foregoing commitment to the Company to not redeem the Non-Redeemed Shares, the Company anticipates agreeing to issue, or cause to be issued, to such stockholders, for every 150,000 Non-Redeemed Shares, 18,750 shares of Class A common stock for the first six months of extension, and 2,250 additional shares of Class A common stock for each additional month of extension, up to three additional months (such shares, the "Promote Shares"), upon closing of the initial business combination, and the Sponsor anticipates agreeing to surrender and forfeit, for no consideration, a number of shares of Class B common stock, par value $0.0001 per share, of the Company equal to the number of Promote Shares upon closing of the initial business combination. The Non-Redemption Agreements, if entered into, are not expected to increase the likelihood that the Extension Proposal is approved by the Company's stockholders, but are expected to increase the amount of funds that remain in the Compa

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K (the "Report") includes forward-looking statements that involve risks and uncertainties. Forward-looking could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, stockholder approval of the proposals at the Meeting, the Company's inability to complete an initial business combination within the required time period, the amount of funds that may be available in the Company's trust account following the Extension, if approved, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission ("SEC"), including the Proxy Statement and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, in each case under the heading "Risk Factors," and other documents the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking or circumstances on which any statement is based. Participants in the Solicitation The Company and its directors, executive officers and other members of management, under SEC rules, may be deemed to be participants in the solicitation of proxies from the stockholders of t he Company in favor of the approval of the Extension Proposal. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company's directors and executive

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Non-Redemption Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: May 24, 2024

View Full Filing

View this 8-K filing on SEC EDGAR