Concord II Seeks 1-Year Extension for Events.com Merger

TL;DR

**CNDAW needs more time for the Events.com deal; vote FOR the extension or redeem your shares, because without it, this SPAC is dead.**

AI Summary

Concord Acquisition Corp II (CNDAW) is seeking stockholder approval to extend its business combination deadline from December 31, 2025, to December 31, 2026, to finalize its merger with Events.com, Inc. The special meeting is scheduled for December 16, 2025, at Greenberg Traurig, LLP's offices. As of December 3, 2025, the trust account held approximately $99,168, equating to an estimated per-share redemption value of $11.60, while the Class A common stock closed at $11.42 on the same date. The company's board believes the extension is in the best interest of stockholders to complete the Events.com transaction. Public stockholders have redemption rights, allowing them to redeem shares for their pro rata portion of the trust account, regardless of their vote on the extension. The Inflation Reduction Act of 2022's 1% excise tax on stock repurchases, effective January 1, 2023, may apply to redemptions, but funds from the trust account will not be used to cover this tax. Approval of the Charter Amendment requires an affirmative vote of at least 65% of outstanding Class A and Class B common stock. If the extension is not approved or a business combination isn't completed by the deadline, Concord II will liquidate, redeeming public shares at their pro rata value from the trust account.

Why It Matters

This extension is critical for Concord II as it provides a lifeline to complete its proposed merger with Events.com, Inc., preventing a potential liquidation that would return capital to investors but dissolve the SPAC. For investors, the decision to redeem or hold hinges on their confidence in the Events.com deal and the SPAC's ability to close it within the new timeframe. Employees and customers of Events.com are directly impacted by the uncertainty, as the merger's success dictates future growth and stability. In the competitive SPAC market, extensions are common but can signal challenges in deal execution, potentially affecting investor sentiment and the company's ability to attract future targets.

Risk Assessment

Risk Level: medium — The risk level is medium because while the company has a target (Events.com), the need for an extension indicates potential delays or hurdles in closing the transaction. If the Charter Amendment is not approved, Concord II will liquidate, redeeming public shares at approximately $11.60 per share, which is slightly above the December 3, 2025 closing price of $11.42, but investors would miss out on potential upside from the merger. Furthermore, the sponsor's ability to cover claims reducing the trust account below $10.00 per share is uncertain, as their only stated assets are Concord II securities.

Analyst Insight

Investors should carefully evaluate the Events.com merger prospects. If confident in the deal, vote 'FOR' the extension and hold shares. If skeptical or seeking liquidity, exercise redemption rights for approximately $11.60 per share, which is a slight premium to the current market price of $11.42.

Key Numbers

• $99,168 — Trust account balance (As of December 3, 2025, before taxes payable)
• $11.60 — Estimated per-share redemption value (Based on trust account balance as of December 3, 2025)
• $11.42 — Closing price of Class A common stock (On December 3, 2025)
• December 31, 2025 — Original business combination termination date (Date by which Concord II must complete a business combination)
• December 31, 2026 — Proposed extended business combination termination date (New deadline if Charter Amendment is approved)
• 65% — Required vote for Charter Amendment approval (Of outstanding Class A and Class B common stock, voting together)
• 1% — Excise tax rate (On certain stock repurchases under the Inflation Reduction Act of 2022)
• August 26, 2024 — Date of Merger Agreement (When Concord II entered into agreement with Events.com)
• December 16, 2025 — Date of Special Meeting (When stockholders will vote on the extension)
• $10.00 — Minimum per public share in trust account (Sponsor's liability threshold for claims)

Key Players & Entities

• Concord Acquisition Corp II (company) — Registrant and SPAC seeking extension
• Events.com, Inc. (company) — Target company for business combination
• Bob Diamond (person) — Chairman of the Board of Directors of Concord Acquisition Corp II
• Greenberg Traurig, LLP (company) — Location of the special meeting
• Securities and Exchange Commission (regulator) — Regulatory body for filing
• Concord Merger Sub, Inc. (company) — Wholly-owned subsidiary of Concord II for the merger
• Inflation Reduction Act of 2022 (regulator) — Federal law imposing 1% excise tax on stock repurchases
• Delaware General Corporation Law (regulator) — Governing law for corporate actions

FAQ

Risk Factors

• Trust Account Depletion Risk [high — financial]: The trust account balance as of December 3, 2025, is approximately $99,168. If the business combination is not completed by December 31, 2026, or if the extension is not approved, Concord Acquisition Corp II will liquidate. Public stockholders are entitled to redeem their shares for a pro rata portion of the trust account, which could significantly deplete the remaining funds.
• Inflation Reduction Act Excise Tax [medium — regulatory]: The Inflation Reduction Act of 2022 imposes a 1% excise tax on certain stock repurchases, effective January 1, 2023. While the company states funds from the trust account will not be used to cover this tax, it could impact the net proceeds received by redeeming stockholders if applicable to their redemption.
• Stockholder Redemption Pressure [high — financial]: Public stockholders have the right to redeem their shares for their pro rata portion of the trust account, regardless of their vote on the extension. With the Class A common stock closing at $11.42 on December 3, 2025, and an estimated per-share redemption value of $11.60, there is a potential for significant redemptions, further reducing the trust account balance.
• Failure to Complete Business Combination [high — legal]: If Concord Acquisition Corp II fails to complete its business combination with Events.com, Inc. by the extended deadline of December 31, 2026, the company will be forced to liquidate. This would result in stockholders not realizing the potential benefits of the merger and only receiving their pro rata share of the remaining trust account.
• Vote Requirement for Extension [high — financial]: Approval of the Charter Amendment to extend the business combination deadline requires an affirmative vote of at least 65% of the outstanding Class A and Class B common stock. Failure to achieve this threshold means the company cannot proceed with the extension, leading to liquidation.

Industry Context

Concord Acquisition Corp II operates within the Special Purpose Acquisition Company (SPAC) sector, which facilitates the public listing of private companies. The SPAC market has faced increased scrutiny and regulatory attention, impacting deal timelines and valuations. Companies like Concord II are navigating a landscape where the ability to close business combinations is becoming more challenging due to market conditions and investor sentiment.

Regulatory Implications

The filing highlights potential regulatory impacts, such as the 1% excise tax on stock repurchases under the Inflation Reduction Act of 2022. While the company states this tax will not be paid from the trust account, it could affect the net proceeds for redeeming shareholders. Furthermore, the overall regulatory environment for SPACs continues to evolve, potentially influencing future transactions.

What Investors Should Do

1. Review the proxy statement carefully before the December 16, 2025, special meeting.
2. Consider your voting decision on the Charter Amendment proposal.
3. Evaluate your redemption rights.
4. Assess the likelihood of the business combination closing by December 31, 2026.

Key Dates

• 2025-12-16: Special Meeting of Stockholders — Stockholders will vote on the proposal to extend the business combination deadline.
• 2025-12-31: Original Business Combination Termination Date — The initial deadline by which Concord Acquisition Corp II must complete its business combination.
• 2026-12-31: Proposed Extended Business Combination Termination Date — The new deadline if the Charter Amendment is approved, providing more time to finalize the merger with Events.com.
• 2024-08-26: Date of Merger Agreement with Events.com, Inc. — Marks the initial agreement to combine Concord Acquisition Corp II with Events.com, Inc.

Glossary

DEF 14A

A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by public companies. It contains detailed information about matters to be voted on at a shareholder meeting. (This document is the DEF 14A filing for Concord Acquisition Corp II, detailing the proposed extension and related matters.)

Trust Account

An account established by special purpose acquisition companies (SPACs) to hold the proceeds from their initial public offering (IPO). These funds are typically invested in U.S. Treasury securities. (The trust account balance of $99,168 as of December 3, 2025, is critical for determining the per-share redemption value and potential liquidation proceeds.)

Redemption Rights

The right of public stockholders of a SPAC to redeem their shares for a pro rata portion of the funds held in the trust account, typically in connection with a business combination or liquidation. (Public stockholders can redeem their shares, impacting the available funds in the trust account and the success of the business combination.)

Charter Amendment

A formal change to a company's articles of incorporation or charter document, requiring shareholder approval. (The proposal to amend Concord Acquisition Corp II's charter to extend the business combination deadline requires a 65% vote.)

Business Combination

The merger, amalgamation, consolidation, acquisition, or similar transaction that a SPAC undertakes to combine with an operating company. (Concord Acquisition Corp II is seeking an extension to complete its business combination with Events.com, Inc.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the proposed extension of the business combination deadline for Concord Acquisition Corp II. Unlike a typical annual report, it does not provide comparative financial metrics such as revenue growth, margin changes, or a comprehensive list of financial highlights. The primary financial information presented relates to the trust account balance ($99,168 as of December 3, 2025) and the implications for stockholder redemptions. New risks highlighted include the potential impact of the Inflation Reduction Act's excise tax and the critical need for stockholder approval to avoid liquidation.

Key Financial Figures

• $0.0001 — of the Class A common stock, par value $0.0001 per share, of the Company on or after J
• $11.60 — the trust account will be approximately $11.60 at the time of the special meeting, bas
• $99,168 — e time of the special meeting, based on $99,168 held in the trust account as of Decembe
• $11.42 — A common stock on December 3, 2025 was $11.42. Concord II cannot assure stockholders
• $100,000 — be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses
• $10.00 — unds in the trust account to below: (1) $10.00 per public share; or (2) such lesser am

Filing Documents

• tm2531933-2_def14a.htm (DEF 14A) — 342KB
• px_25concordpxy01pg1-bw.jpg (GRAPHIC) — 293KB
• px_25concordpxy01pg2-bw.jpg (GRAPHIC) — 357KB
• 0001104659-25-118485.txt ( ) — 1209KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 12

RISK FACTORS

RISK FACTORS 13 BACKGROUND 18 THE CHARTER AMENDMENT PROPOSAL 22 THE ADJOURNMENT PROPOSAL 28 BENEFICIAL OWNERSHIP OF SECURITIES 29 STOCKHOLDER PROPOSALS 30 DELIVERY OF DOCUMENTS TO STOCKHOLDERS 30 WHERE YOU CAN FIND MORE INFORMATION 30 ANNEX A A-1 i TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annex to this proxy statement. Q. Why am I receiving this proxy statement? A. This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting of stockholders to be held on December 16, 2025 at 12:00 p.m., local time, at the offices

View Full Filing

View this DEF 14A filing on SEC EDGAR