Concord Acquisition Corp II-A 2025年季度报告

Not Applicable (Former name or former address, if changed since last report) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements 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 toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule12b-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 complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrantis a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May 6, 2025, there were8,550shares 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. CONCORD ACQUISITION CORP IIQUARTERLY REPORT ON FORM 10-Q Table of Contents PAGEPARTI. FINANCIAL INFORMATION1Item1.Consolidated Financial Statements1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations (Unaudited)2Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)3Condensed Consolidated Statements of Cash Flows (Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 3.Quantitative and Qualitative Disclosures About Market Risk40Item 4.Controls and Procedures41PART II. OTHER INFORMATION42Item 1.Legal Proceedings42Item1A.Risk Factors42Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43Item 3.Defaults Upon Senior Securities43Item 4.Mine Safety Disclosures43Item 5.Other Information43Item 6.Exhibits44 PART I. FINANCIAL INFORMATION CONCORD ACQUISITION CORP IICONDENSED CONSOLIDATED BALANCE SHEETS CONCORD ACQUISITION CORP IICONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) CONCORD ACQUISITION CORP IICONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT(Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2025 CONCORD ACQUISITION CORP IICONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) CONCORD ACQUISITION CORP IINOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMARCH31,2025(UNAUDITED) NOTE1— ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Organization and General Concord Acquisition Corp II (the “Company”) is a blank check company incorporated on February 18, 2021, as aDelaware corporation. The Company was formed for the purpose of effecting a merger, capital stock exchange,asset acquisition, stock purchase, reorganization or similar business combination withoneor more businesses(“Business Combination”). As of March 31, 2025, the Company had not commenced any operations. All activity since February 18, 2021(inception) through March 31, 2025, relates to the Company’s formation, the Initial Public Offering (as definedbelow) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combinationand completion of the proposed Business Combination (described below). The Company will not generate anyoperating revenues until after the completion of its initial Business Combination, at the earliest. The Companywill generate non-operating income in the form of interest income on cash and cash equivalents from theproceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in thefair value of warrant liability and Capital Contribution Note (which is described in Note 2 – Capital ContributionNote). The Company’s sponsors are Concord Sponsor Group II LLC (an affiliate of Atlas Merchant Capital LLC) (the“Sponsor”), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering)(“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”). The registration statements for the Initial Public Offering were declared effective by the U.S. Securities andExchange Commission (the “SEC”) on August 31, 2021 (the “Effective Date”). On September 3, 2021, theCompany consummated the initial public offering (the “Initial Public Offering” or “IPO”) of25,000,000units(the “Units” and