Overview
- TickerCNDA on OTC1
- IndustryBlank Checks1
- HeadquartersNew York, New York1
- Incorporated inDE3
- Business address477 Madison Avenue, New York, Ny 100223
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
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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 have been seeking 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 August 26, 2024, we entered into an agreement and plan of merger (the “Merger Agreement”) with Events.com, Inc., a California corporation (“Events.com”), and Concord Merger Sub, Inc., a California corporation and a direct, wholly-owned subsidiary of the Company (“Merg…4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Operating costs | $1.3M | $2.2M |
| Loss from operations | -$1.3M | -$2.2M |
| Income from cash and investments held in Trust Account | $136.3K | $3.4M |
| Recovery of offering costs attributable to warrants | $397.3K | |
| Other income | $34 | |
| Change in fair value of Capital Contribution Note | $1.6M | -$2.4M |
| Excess of fair value of Capital Contribution Note over initial principal balance at issuance | -$565.1K | |
| Change in fair value of warrant liability | $132.6K | $1.2M |
| Total other income, net | $1.8M | $2.1M |
| Income (loss) before provision for income taxes | $582.3K | -$93.9K |
| Provision for income taxes | -$26.3K | -$672.2K |
| Net income (loss) | $556.0K | -$766.1K |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 7 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2025-04-30 | 2025-02-28 | 2024-12-31 | 2024-05-31 |
|---|---|---|---|---|---|
| Cash | $196.9K | $538.0K | |||
| Prepaid income and other taxes | $31.6K | $2.3K | |||
| Financing proceeds receivable | $0 | $225.0K | |||
| Prepaid expenses | $26.0K | $97.6K | |||
| Total Current Assets | $254.5K | $862.8K | |||
| Cash held in Trust Account | $99.4K | $92.7K | $23.8M | $23.4M | |
| Total Assets | $353.8K | $24.7M | |||
| Due to related party | $484.8K | $244.6K | |||
| Accrued income taxes | $4.1K | ||||
| Accounts payable and accrued expenses | $2.7M | $2.5M | |||
| Excise tax payable | $2.9M | $2.3M | $2.5M | ||
| Total Current Liabilities | $6.1M | $5.2M | |||
| Warrant liability | $604.3K | $736.8K | |||
| Capital Contribution Note, at fair value | $2.0M | $3.5M | |||
| Deferred underwriters' commission | $343.1K | $343.1K | |||
| Total Liabilities | $9.0M | $9.8M | |||
| Accumulated deficit | -$8.7M | -$9.0M | |||
| Total Stockholders' Deficit | -$8.7M | -$9.0M | |||
| Total Liabilities and Stockholders' Deficit | $353.8K | $24.7M | |||
| Preferred stock, par value (per share) | $0.00 | $0.00 | |||
| Preferred stock, shares authorized | 1.0M shares | 1.0M shares | |||
| Preferred stock, shares issued | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2025-04-30 | 2025-02-28 | 2024-12-31 | 2024-05-31 | 2023-12-31 | 2023-08-31 |
|---|---|---|---|---|---|---|---|
| Cash | $196.9K | $538.0K | |||||
| Prepaid income and other taxes | $31.6K | $2.3K | |||||
| Financing proceeds receivable | $0 | $225.0K | |||||
| Prepaid expenses | $26.0K | $97.6K | |||||
| Total Current Assets | $254.5K | $862.8K | |||||
| Cash held in Trust Account | $99.4K | $92.7K | $23.8M | $23.4M | $152.2M | ||
| Total Assets | $353.8K | $24.7M | |||||
| Due to related party | $484.8K | $244.6K | |||||
| Accrued income taxes | $4.1K | ||||||
| Accounts payable and accrued expenses | $2.7M | $2.5M | |||||
| Excise tax payable | $2.9M | $2.3M | $2.5M | ||||
| Total Current Liabilities | $6.1M | $5.2M | |||||
| Warrant liability | $604.3K | $736.8K | |||||
| Capital Contribution Note, at fair value | $2.0M | $3.5M | |||||
| Deferred underwriters' commission | $343.1K | $343.1K | |||||
| Total Liabilities | $9.0M | $9.8M | |||||
| Accumulated deficit | -$8.7M | -$9.0M | |||||
| Total Stockholders' Deficit | -$8.7M | -$9.0M | -$8.2M | ||||
| Total Liabilities and Stockholders' Deficit | $353.8K | $24.7M | |||||
| Preferred stock, par value (per share) | $0.00 | $0.00 | |||||
| Preferred stock, shares authorized | 1.0M shares | 1.0M shares | |||||
| Preferred stock, shares issued | 0 shares | 0 shares | |||||
| Preferred stock, shares outstanding | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income (loss) | $556.0K | -$766.1K |
| Income from cash and investments held in Trust Account | -$136.3K | -$3.4M |
| Excess of fair value of Capital Contribution Note over initial principal balance at issuance | $565.1K | |
| Change in fair value of Capital Contribution Note | -$1.6M | $2.4M |
| Change in fair value of warrant liability | -$132.6K | -$1.2M |
| Recovery of offering costs attributable to warrants | -$397.3K | |
| Prepaid expenses | $71.6K | -$86.9K |
| Financing proceeds receivable | -$300.0K | |
| Excise tax payable | $154.6K | -$223.9K |
| Due to related party | $240.2K | $243.8K |
| Accrued income taxes | -$25.3K | $958 |
| Accounts payable and accrued expenses | $222.0K | $1.3M |
| Net cash used in operating activities | -$928.6K | -$1.5M |
| Amounts withdrawn from Trust Account to pay taxes | $62.5K | $871.2K |
| Cash withdrawn from Trust Account in connection with redemptions | $23.8M | $132.7M |
| Net cash provided by investing activities | $23.8M | $133.5M |
| Redemption of Common Stock | -$23.8M | -$132.7M |
| Proceeds from Events.com | $525.0K | |
| Proceeds from Capital Contribution Note | $600.0K | |
| Proceeds from Events.com for the payment of excise taxes | $250.0K | |
| Net cash used in financing activities | -$23.2M | -$131.8M |
| Net change in cash | -$341.1K | $174.7K |
| Increase in redemption value of shares subject to possible redemption | $99.0K | $2.5M |
| Finance proceeds receivable from Events.com | $225.0K | |
| Excise tax payable attributable to redemption of common stock | $237.7K | $1.3M |
| Waiver of deferred underwriters' commission | $9.5M | $3.4M |
| Non-cash contribution - non-redemption agreements | $90.4K | |
| Federal income tax paid | $20.0K | $671.2K |
No quarter-by-quarter statement was filed.
Corporate structure
Concord Acquisition Corp II sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Concord Acquisition Corp II
- Morgan Stanley Filed SCHEDULE 13G/A on Concord Acquisition Corp II, latest Jun 6, 2025 (2 filings since Nov 6, 2024)
- Sandia Investment Management LP Filed SCHEDULE 13G/A on Concord Acquisition Corp II, latest May 15, 2025 (3 filings since Feb 14, 2025)
- PERISCOPE CAPITAL INC. Filed SCHEDULE 13G/A on Concord Acquisition Corp II, latest May 13, 2025 (5 filings since Feb 9, 2024)
- TD SECURITIES (USA) LLC Filed SCHEDULE 13G/A on Concord Acquisition Corp II, latest May 12, 2025 (2 filings since Feb 13, 2025)
- Karpus Management, Inc. Filed SCHEDULE 13G/A on Concord Acquisition Corp II, latest Apr 7, 2025 (2 filings since Nov 13, 2024)
- Westchester Capital Management, LLC Filed SC 13G/A on Concord Acquisition Corp II, latest Nov 14, 2024 (2 filings since Feb 14, 2024)
- Harraden Circle Investments, LLC Filed SC 13G/A on Concord Acquisition Corp II, latest Nov 12, 2024 (4 filings since Aug 28, 2023)
- Kepos Capital LP Filed SC 13G/A on Concord Acquisition Corp II, latest Nov 6, 2024 (2 filings since Jan 26, 2024)
- First Trust Capital Management L.P. Filed SC 13G/A on Concord Acquisition Corp II, latest Jul 10, 2024 (3 filings since May 10, 2023)
- 683 Capital Management, LLC Filed SC 13G/A on Concord Acquisition Corp II, latest Feb 14, 2024 (2 filings since Oct 26, 2021)
- MARSHALL WACE, LLP Filed SC 13G/A on Concord Acquisition Corp II, latest Feb 14, 2024 (2 filings since Feb 14, 2023)
- Arena Capital Advisors, LLC- CA Filed SC 13G/A on Concord Acquisition Corp II, latest Feb 12, 2024 (3 filings since Feb 14, 2022)
- Concord Acquisition Corp II New York, New York
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Concord Acquisition Corp II reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $196.9K2 Dec 31, 2025 | $538.0K2 Dec 31, 2024 | −63.4% |
Properties, in its own words
We currently maintain our executive offices at 477 Madison Avenue, 22nd Floor, New York, NY 10022. The cost for this space is included in the $20,000 per month fee that we pay an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 25, 2026.4
Leadership
Who has led Concord Acquisition Corp II, and when. Pick a name to see everywhere that person has worked.
- Chief executive officerJeffrey Tuder Aug 31, 2021 to Aug 31, 202112
- Chief financial officerMichele Cito Aug 31, 2021 to Aug 31, 202113
Board members and other officers (4)
- Board memberHenry Helgeson Aug 31, 2021 to Aug 31, 202114
- Board memberLawrence E. Leibowitz Aug 31, 2021 to Aug 31, 202115
- Board memberPeter Ort Aug 31, 2021 to Aug 31, 202116
- Board memberThomas C. King Aug 31, 2021 to Aug 31, 202117
Timeline
- Dec 17, 20258-K Bylaws or fiscal year changed; Shareholder vote; Other events18
- Mar 24, 20258-K Change of auditor19
- Mar 5, 20258-K Bylaws or fiscal year changed; Shareholder vote; Other events20
- Nov 15, 20248-K Listing notice or transfer21
- Oct 21, 20248-K Other events22
- Sep 3, 20248-K Listing notice or transfer; Regulation FD disclosure23
- Aug 27, 20248-K Entered a material agreement; Regulation FD disclosure24
- Jun 4, 20248-K Entered a material agreement; New debt or obligation; Bylaws or fiscal year changed25
- May 24, 20248-K Other events26
- May 20, 20248-K Regulation FD disclosure27
- Sep 5, 20238-K Entered a material agreement; Bylaws or fiscal year changed; Shareholder vote28
- Aug 23, 20238-K Entered a material agreement29
- Aug 31, 2021New chief executive Jeffrey Tuder becomes CEO12
Filings
108 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 14 major events, 3 insider forms, 50 large holders, 21 other. The latest 20:
- Aug 13, 202610-Q EDGAR
- May 14, 202610-Q EDGAR
- Mar 25, 202610-K EDGAR
- Dec 17, 20258-K EDGAR
- Dec 4, 2025DEF 14A EDGAR
- Nov 21, 2025PRE 14A EDGAR
- Nov 6, 202510-Q EDGAR
- Aug 6, 2025425 EDGAR
- Aug 5, 202510-Q EDGAR
- Jun 11, 202525-NSE EDGAR
- Jun 6, 2025SCHEDULE 13G/A EDGAR
- May 15, 2025425 EDGAR
- May 15, 2025SCHEDULE 13G/A EDGAR
- May 13, 2025SCHEDULE 13G/A EDGAR
- May 12, 2025SCHEDULE 13G/A EDGAR
- May 12, 2025SCHEDULE 13G/A EDGAR
- May 6, 202510-Q EDGAR
- Apr 17, 2025425 EDGAR
- Apr 7, 2025SCHEDULE 13G/A EDGAR
- Mar 24, 20258-K EDGAR
The 108 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
1 open-market trades by officers, directors and large owners since October 2021: 0 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Nov 10, 2023 | Kepos Capital LP10% owner | Sale | 175,000 | $10.32 | $1.8M | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Morgan StanleySCHEDULE 13G/A, 2 filings Nov 6, 2024 to Jun 6, 202530
- Sandia Investment Management LPSCHEDULE 13G/A, 3 filings Feb 14, 2025 to May 15, 202531
- PERISCOPE CAPITAL INC.SCHEDULE 13G/A, 5 filings Feb 9, 2024 to May 13, 202532
- TD SECURITIES (USA) LLCSCHEDULE 13G/A, 2 filings Feb 13, 2025 to May 12, 202533
- Karpus Management, Inc.SCHEDULE 13G/A, 2 filings Nov 13, 2024 to Apr 7, 202534
- Westchester Capital Management, LLCSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 202435
- Harraden Circle Investments, LLCSC 13G/A, 4 filings Aug 28, 2023 to Nov 12, 202436
- Kepos Capital LPSC 13G/A, 2 filings Jan 26, 2024 to Nov 6, 202437
- First Trust Capital Management L.P.SC 13G/A, 3 filings May 10, 2023 to Jul 10, 202438
- 683 Capital Management, LLCSC 13G/A, 2 filings Oct 26, 2021 to Feb 14, 202439
- MARSHALL WACE, LLPSC 13G/A, 2 filings Feb 14, 2023 to Feb 14, 202440
- Arena Capital Advisors, LLC- CASC 13G/A, 3 filings Feb 14, 2022 to Feb 12, 202441
- CANTOR FITZGERALD SECURITIESSC 13G/A, 2 filings Jun 3, 2022 to Feb 12, 202442
- SPRING CREEK CAPITAL LLCSC 13G/A, 2 filings Feb 9, 2022 to Feb 9, 202443
- Magnetar Financial LLCSC 13G/A, 3 filings Feb 4, 2022 to Jan 25, 202444
- Sea Otter Advisors LLCSC 13G/A, 3 filings Aug 24, 2023 to Dec 28, 202345
- CITADEL ADVISORS LLCSC 13G/A, 3 filings Dec 17, 2021 to Feb 14, 202346
- Sculptor Capital LPSC 13G/A, 2 filings Feb 11, 2022 to Feb 14, 202347
- Beryl Capital Management LLCSC 13G/A, 2 filings Feb 11, 2022 to Feb 10, 202348
- Concord Sponsor Group II LLCSC 13G, 1 filing Feb 14, 202249
SEC filer profile
How Concord Acquisition Corp II is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARConcord Acquisition Corp II1
- CIK0001851959
- Employer ID (EIN)85-21711014
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address477 Madison Avenue, New York, NY 100221
- Phone212-883-43301
- Shares outstanding8,550 Common Class A shares; 7,002,438 Common Class B shares as of Mar 23, 20264
- Public float$97.6K as of Jun 30, 20254
- AuditorCBIZ CPAs P.C., Philadelphia, Pennsylvania PCAOB ID 199; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMar 26, 20211
- Filings133 in all: SC 13G/A (24), SC 13G (19), 8-K (16), 10-Q (15), 3 (9), 425 (8), SCHEDULE 13G/A (8), 10-K (5)1
All 23 form types
DEF 14A (4), PRE 14A (4), CORRESP (3), S-1/A (3), 4 (2), 8-A12B (2), CERT (2), SCHEDULE 13G (2), 25 (1), 25-NSE (1), 424B3 (1), DEFA14A (1), EFFECT (1), S-1 (1), UPLOAD (1)
- Latest filingsAnnual report (10-K) Mar 25, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Dec 4, 2025
Latest 8-K (8-K) Dec 17, 2025
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one share of Class A Common Stock and one-third of one Warrant | CNDA.U | |
| Class A Common Stock, par value $0.0001 per share | CNDA | |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | CNDA.WS |
From the cover page of the 10-K filed Mar 25, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Concord Acquisition Corp II names in Item 1A of its 10-K filed Mar 25, 2026: 74 risks under these headings, as written.4
- Risks Related to Our Business
- We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
- Past performance by members of our management team and their respective affiliates may not be indicative of future performance of an investment in us.
- Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, including the proposed Transaction, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”.
- If we seek stockholder approval of our initial business combination, our sponsors, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
- Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.
- Since our Anchor Investors have the right to acquire certain of our founder shares from our sponsor, a conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination.
- The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into or consummate a business combination with a target.
- The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
- The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
- The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
The other 63 risks
- We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
- If we seek stockholder approval of our initial business combination, our sponsors, directors, officers, advisors or any of their respective affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome of our proposed business combination and reduce the public “float” of our securities.
- If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, including the proposed Transaction, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
- Risks Related to Our Securities
- The NYSE American delisted our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock, and our warrants will expire worthless.
- Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
- We continue to identify a material weakness in our internal control over financial reporting relating to our accounting for complex financial instruments as of December 31, 2025. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
- We, and following our initial business combination, the post-business combination company, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
- A 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares, including in connection with the Extension.
- If the funds not being held in the Trust Account are insufficient to allow us to operate until at least December 31, 2026, or during an Extension Period, we may be unable to complete our initial business combination, including the proposed Transaction.
- If the net proceeds of our IPO and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. If we are unable to obtain such loans, we may be unable to complete our initial business combination.
- Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.
- Our independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.
- If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
- If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
- Risks Related to Our Operations
- If we are deemed to be an unregistered investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.
- Since we instructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing deposit account at a bank in order to seek to mitigate the risk that we could be deemed to be an unregistered investment company for purposes of the Investment Company Act, we may receive minimal interest, if any, on the funds held in the Trust Account, which may reduce the dollar amount the Public Stockholders would receive upon any redemption or liquidation of Concord II.
- Changes in laws or regulations, or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination, investments and results of operations.
- Were we considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.
- Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
- Inflation could adversely affect our business and results of operations.
- Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- Risks Related to Our Corporate Structure
- We may not hold an annual meeting of stockholders until after we consummate our initial business combination and you will not be entitled to any of the corporate protections provided by such a meeting.
- We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a “cashless basis” and potentially causing such warrants to expire worthless.
- The grant of registration rights to our initial stockholders and their permitted transferees may make it more difficult to complete our initial business combination, including the proposed Transaction, and the future exercise of such rights may adversely affect the market price of our Class A common stock.
- Risks Related to Our Search for a Business Combination
- Because we are neither limited to evaluating target businesses in a particular industry, sector or geographic area, you may be unable to ascertain the merits or risks of any particular target business’s operations.
- We may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
- We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.
- We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
- We may issue additional shares of Class A common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions described herein. Any such issuances would dilute the interest of our stockholders and likely present other risks.
- Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
- Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
- Our ability to successfully effect our initial business combination, including the proposed Transaction, and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may cause our key personnel to have conflicts of interest in determining whether to proceed with a particular business combination. However, we do not expect that any of our key personnel will remain with us after the completion of our initial business combination.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
- Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity or other transaction should be presented.
- Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsors, officers or directors which may raise potential conflicts of interest.
- Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may hold), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of our IPO and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may materially negatively impact our operations and profitability.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
- Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree.
- Risks Related to Our Organizational Documents and Structure
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination that some of our stockholders or warrant holders may not support.
- Certain agreements related to our IPO may be amended without stockholder approval.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
- Our initial stockholders will control the election of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will elect all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
- We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the warrants could be converted into cash or stock, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.
- We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
- Our public warrants, founder shares and Private Placement Warrants (including underlying securities) may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination.
- Because each unit sold in our IPO contains one-third of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
- Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
- Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.
The opening of Item 3, Legal Proceedings.4
Sources
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- 14SEC EDGARHenry Helgeson, Board member
- 15SEC EDGARLawrence E. Leibowitz, Board member
- 16SEC EDGARPeter Ort, Board member
- 17SEC EDGARThomas C. King, Board member
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- 19SEC EDGARChange of auditor
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- 21SEC EDGARListing notice or transfer
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- 27SEC EDGARRegulation FD disclosure
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- 29SEC EDGAREntered a material agreement
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