Concord Acquisition Corp II Reports $766K Net Loss for Fiscal Year 2024

Concord Acquisition Corp II (CNDA), a blank-check company, reported a net loss of $766,076 for the fiscal year ended December 31, 2024, compared to a net income of $6,960,108 in 2023. The 2024 loss included operating costs of $2.15 million, a change in fair value of the Capital Contribution Note of -$2.37 million, and income taxes of -$672,158. These were partially offset by income from cash held in the trust account of $3.4 million, recovery of offering costs of $397,281, and a change in the fair value of the warrant liability of $1.19 million. The significant difference in net income between the two years is primarily attributable to the substantial decrease in investment income from the trust account and the recognition of expenses related to the Capital Contribution Note in 2024.

Significant changes occurred during the reporting period. On May 31, 2024, stockholders approved an amendment extending the deadline for a business combination to March 3, 2025. This extension followed a redemption of 12,498,716 shares of Class A common stock for approximately $10.61 per share, reducing the trust account balance to $23,355,048. Additionally, two underwriters waived their deferred underwriting commissions, resulting in income recognition for the company and a reduction in liabilities. The company also transitioned its listing from the NYSE American to the OTCQX Best Market in October 2024 following a delisting from NYSE American.

Strategic developments included the signing of a merger agreement on August 26, 2024, with Events.com, Inc. This transaction, expected to close after receiving necessary approvals, will result in Events.com becoming a wholly-owned subsidiary of Concord Acquisition Corp II. The merger consideration will include a number of shares of Class A common stock calculated based on a formula involving a base amount, interim financing, and the exercise price of Events.com's in-the-money options and warrants. An earn-out provision will allow for the issuance of up to 4 million additional shares contingent on the volume-weighted average price of the combined company's stock reaching certain thresholds within seven years.

As of December 31, 2024, Concord Acquisition Corp II had $537,970 in cash outside the trust account and $23,791,131 in the trust account. The company had 2,200,303 shares of Class A common stock and 7,002,438 shares of Class B common stock outstanding. The company also reported an excise tax liability of $2,463,780, and a material weakness in its internal control over financial reporting related to accounting for complex financial instruments. The company had two officers and no full-time employees as of the end of the reporting period.

The company's outlook is contingent upon the successful completion of the merger with Events.com. Forward-looking statements in the filing indicate that the company's ability to select an appropriate target business, complete the business combination, and retain key personnel are all subject to various risks and uncertainties. The filing also highlights risks related to the company's financial performance, liquidity, and potential litigation. The company's continued existence depends on completing a business combination by March 3, 2025, or a later date if an extension is granted; otherwise, the company will liquidate and redeem public shares.