Concord Acquisition Corp II-A 2024年度报告

FORM10-K Securities registered pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” inRule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes⌧No☐ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant on June 30, 2024, based upon the closingprice of $10.56 of the Registrant’s Class A common stock as reported on the NYSE American LLC, was approximately $15.12million. For purposes of thiscomputation, all officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be anadmission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant. As of February 14, 2025, there were2,200,303shares of ClassA common stock, par value $0.0001 per share, and7,002,438shares of ClassB commonstock, par value $0.0001 per share, issued and outstanding. TABLE OF CONTENTS PARTI Item1.Business.4Item 1A.Risk Factors.28Item 1B.Unresolved Staff Comments.59Item 1C.Cybersecurity.59Item 2.Properties.59Item 3.Legal Proceedings.59Item 4.Mine Safety Disclosures.59 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.60Item 6.[Reserved]61Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.62Item7A.Quantitative and Qualitative Disclosures About Market Risk.71Item 8.Financial Statements and Supplementary Data.71Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.71Item9A.Controls and Procedures.72Item 9B.Other Information.73Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.73 PARTIII Item10.Directors, Executive Officers and Corporate Governance.74Item11.Executive Compensation.78Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.79Item13.Certain Relationships and Related Transactions, and Director Independence.80Item14.Principal Accountant Fees and Services.84 PART IV Exhibits and Financial Statement Schedules.84 Form 10-K Summary.86 SIGNATURES118 PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some statements contained in this Annual Report on Form 10-K (this “Annual Report”) are forward-lookingin nature. Our forward-looking statements include, but are not limited to, statements regarding our or ourmanagement team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, anystatements that refer to projections, forecasts or othe