CNDA merger with Events.com, Inc.
Events.com, Inc. (United States)
Announced 26 August 2024.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Min-cash condition
- $30M
- Break fee
- $3M
- Exchange ratio
Exchange Ratio = Merger Consideration shares / Aggregate Fully Diluted Company Common Shares; Merger Consideration = 1,000,000 + ($314.1M + Interim Financing + vested ITM option/warrant exercise proceeds)/$10.00more ▾less ▴
4,000,000 Unvested Earn Out Shares to Events.com holders; vest 1M each at New CND VWAP >= $12.50 / $15.00 / $17.50 / $20.00 (20 of 30 trading days) within 7 years of Closing; change-of-control acceleration; unvested forfeited (8-K 0001104659-24-093130)more ▾less ▴
until the earlier of (1) one year after the completion of the SPAC Merger and (2) subsequent to the SPAC Merger, (x) the date on which Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Parent’s shareholders having the right to exchange their Parent Shares for cash, securities or other property, or (y) the date on which the last sale price of the Parent Common Stock equals or exceeds $12.00 per Parent Share (as adjusted for share splits, share consolidations, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the consummation of the SPAC Merger (the “ Lock-Up Periodmore ▾less ▴
The Sponsor Parties hereby agree, subject to and conditioned upon the Closing, to forfeit (and execute such documents or certificates evidencing such forfeiture as Parent and/or the Company may reasonably request), concurrently with the Closing, an aggregate amount of 1,000,000 shares of Parent Class B Stock (the “ Forfeited Founder Sharesmore ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Events.com, Inc.
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Events.com, Inc. (La Jolla, CA; California-incorporated; co-founders Mitch Thrower - CEO - and Stephen Partridge - President/COO, with Cars.com co-founder Bob Bellack also in leadership) operates an AI-flavored, cloud-based two-sided event platform: SaaS tools for organizers (registration, ticketing, promotion, sponsorship management, analytics) plus consumer event discovery; named platform events include the All-In Summit, a 100,000-person Florida Renaissance Festival, Club Getaway, the NewYork.com event calendar and Whistler's UCI Mountain Bike World Cup - a genuinely operating, revenue-generating business (registration/ticketing fees), though NO financial statements have ever been filed: the merger with Concord Acquisition Corp II (signed 2024-08-27, pre-money equity value $314.1M, implied pro forma EV ~$399M) has produced NO S-4 in the ~24 months since signing, Concord's securities were delisted from NYSE American in late 2024 (alternative Nasdaq listing 'actively pursued'), the SPAC has kept extending its deadline (latest extension vote 2025-12-17), and Events.com has meanwhile raised private capital (Form D filings 2026-06-30, plus a $100M GEM Global Yield share subscription facility and up to $10M of 'Interim Parent Funding' loans from the SPAC itself).
Events.com, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 3 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Events.com, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Events.com, Inc., so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $314.1M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Announced equity value (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
$1 of their sales costs $1.67 on the open market. Median of 3 listed companies we judged a true comparable, which individually run from 0.67× to 1.82×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- EB, XHLD, TP, MMYT, ACCL, ATHM, HUYA, TDIC, CARS, YTRA have no revenue to divide by, so they are shown but left out of the peer median.
- KUST shown for context only — not close enough to move the median.
The 14 listed companies it is measured against, and why
- EBno revenue multiple
Eventbrite is the direct listed comparable: self-service event registration/ticketing SaaS-marketplace for the same creator segment.
- XHLDno revenue multiple
Operational comp: Business Support Services (NEC); micro-cap ($4m); shares events, event, pro, person, pre, platform with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- LYV1.82× revenue
Live Nation/Ticketmaster - the scaled end-state of event ticketing economics and the industry's pricing/competition benchmark.
- TPno revenue multiple
Operational comp: Leisure & Recreation (NEC) (Communication Services group); shares event, ticketing, discovery, analytics, platform, management with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- STUB1.67× revenue
StubHub - recently listed two-sided ticket marketplace; comps the consumer discovery/transaction side Events.com is building.
- SEAT0.67× revenue
Vivid Seats - listed ticketing marketplace at mid-cap scale; useful multiple anchor between Eventbrite and Live Nation.
- MMYTno revenue multiple
Operational comp: Travel Agents; mid-cap ($3.5bn); shares ticketing, com, facility, based, also, include with the target's own description; forward EV/Sales 5.3x.
- ACCLno revenue multiple
Operational comp: Business Support Services (NEC); shares registration, filings, named, financial, operates, business with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- ATHMno revenue multiple
Operational comp: Online Services (NEC); mid-cap ($2.6bn); shares com, listing, marketplace, tools, subscription, value with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- HUYAno revenue multiple
Operational comp: Online Services (NEC); mid-cap ($4.2bn); shares organizers, event, events, com, has, also with the target's own description; forward EV/Sales 0.1x.
- TDICno revenue multiple
Operational comp: Business Support Services (NEC); micro-cap ($39m); shares event, events, management, from, with, for with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CARSno revenue multiple
Operational comp: Online Services (NEC); small-cap ($715m); shares com, cars, marketplace, tools, platform, management with the target's own description; forward EV/Sales 1.4x.
- YTRAno revenue multiple
Operational comp: Travel Agents; mid-cap ($6.6bn); shares ticketing, world, all, operating, two, based with the target's own description; forward EV/Sales 1.1x.
- KUSTno revenue multiplecontext only — left out of the median
Adjacent: Exhibition & Conference Services — the businesses read alike, the vendor classification does not agree; micro-cap ($1m); shares ticketing, festival, event, events, com, revenue with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
4,000,000 Unvested Earn Out Shares to Events.com holders; vest 1M each at New CND VWAP >= $12.50 / $15.00 / $17.50 / $20.00 (20 of 30 trading days) within 7 years of Closing; change-of-control acceleration; unvested forfeited (8-K 0001104659-24-093130)
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.