CNDA SEC filings, in plain English
Everything Concord Acquisition Corp II has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for Concord Acquisition Corp II for the period ended June 30, 2026, filed with the SEC. Trust account value decreased to $100,597 ($14.74 per share) with only 8,550 Class A shares subject to redemption remaining. The Merger Agreement with Events.com has passed its Outside Date (last extended to May 31, 2025) and the company is in negotiations to amend it, with no assurance of an extension and possible termination. The excise tax liability of $3,124,166 (incl. $673,790 interest/penalties) is due but the company has insufficient cash ($123,573 outside trust) to pay it; a refund has been applied for under final IRS regulations but recovery is uncertain. The company reiterates substantial doubt about its ability to continue as a going concern and has until December 31, 2026 to complete a business combination or face liquidation. Why it matters: The deal is at high risk of failure: the Merger Agreement is past its termination date, negotiations for an amendment may not succeed, and the company lacks cash to pay an overdue excise tax liability. Trust value is negligible ($100k) relative to the $30 million closing cash condition in the merger agreement. Redemption deadline is December 31, 2026, but without a viable deal or extension the SPAC will liquidate. Sponsor conduct includes ongoing support via notes and non-redemption agreements, but the sponsor's ability to cover expenses is uncertain.
combination deadline, going-concern doubt, sponsor loans outstandingnothing moved · 3 with no prior record of ours
- Combination deadline
- 2026-12-31 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $600K · unchanged
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 31, 2026, or during any Extension Period, it is uncertain whether the Company will be able to consummate a Business”…
The clause …“accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur and potential subsequent dissolution, as”…
The clause …“$ 600,000 under the Capital Contribution Note (see Note 6) and subsequently borrowed $ 600,000 under a Promissory Note (see Note 6). On May 31, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026, filed by Concord Acquisition Corp II. Trust account per-share redemption value is $14.81 as of March 31, 2026, down from $14.84 at year-end 2025. Only 8,550 Class A shares remain subject to redemption. No redemptions occurred in Q1 2026. The merger agreement with Events.com is past its Outside Date (last extended to May 31, 2025) and the Company is in negotiations to amend; no assurance of extension. Excise tax liability is $2,992,915 (including $542,539 in interest/penalties) with insufficient cash to pay; the Company has applied for a refund under new IRS regulations. Cash outside trust is $64,925. The Capital Contribution Note fair value declined from $1,956,685 to $1,470,193. One Anchor Investor forfeited its right to purchase Founder Shares in February 2026. Going concern substantial doubt noted. Why it matters: The filing highlights the SPAC's deteriorating liquidity position, with only $64,925 in operating cash and a large, past-due excise tax liability. The merger deal is in jeopardy as negotiations to amend the agreement continue after the Outside Date passed. The trust is tiny ($99,980) and the redemption value per share is above trust per-share, indicating potential further redemptions if a deal is not completed. Sponsor conduct includes forfeiture of founder shares and continued support via a capital contribution note and promissory note facility. The going concern warning is significant for investors assessing risk of liquidation.
What changed vs 2025-11-06deadline 2025-12-31 → 2026-12-31combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2025-12-312026-12-31
- Trust account
- $3.5Mnot matched in this filing
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $600K · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 31, 2026, or during any Extension Period, it is uncertain whether the Company will be able to consummate a Business”…
The clause …“accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur and potential subsequent dissolution, as”…
The clause …“$ 600,000 under the Capital Contribution Note (see Note 6) and subsequently borrowed $ 600,000 under a Promissory Note (see Note 6). On May 31, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual report on Form 10-K for fiscal year ended December 31, 2025, filed by a blank-check SPAC. Trust collapsed to ~$99K after February 2025 redemptions of 2,191,753 shares at ~$10.84. Fourth extension to Dec. 31, 2026 approved Dec. 2025 with zero redemptions. Merger Outside Date passed; negotiations ongoing. Excise tax liability of $2.86M (incl. $406K penalties) is larger than available cash ($197K). A refund has been applied for under Nov. 2025 Final Regs. One of 10 Anchor Investors forfeited its founder-share purchase right in Feb. 2026. Sponsor agreed to forfeit 1M Class B shares at closing. Why it matters: Trust is nearly empty; there is virtually no cash to fund a deal without outside capital or an Events.com Interim Financing payment. The $30M minimum closing cash condition in the Merger Agreement cannot be met from the Trust. The overdue excise tax liability coupled with the going-concern qualification makes forced liquidation a serious risk. The Merger Agreement has no binding extension and may be terminated by either party.
What changed vs 2025-02-19trust $23.8M → $3.4M -86%deadline 2025-03-03 → 2026-12-31trust account, combination deadline, going-concern doubt +32 moved · 4 with no prior record of ours
- Trust account
- $23.8M$3.4M
- Combination deadline
- 2025-03-032026-12-31
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $600K · unchanged
- Mandate language
- focus our efforts on companies where we believe the combinat… · unchanged
- Redeemable shares
- 2.20Mnot matched in this filing
SpacBrain reads this as $20,390,414 left the trust between the two filings.
The clause “$2,370,533, and income taxes of $672,158, partially offset by income from cash held in the Trust Account of $3,400,717, recovery of offering costs attributable to warrant liability of $397,281, other income of $34 and change in the fair”…
SpacBrain reads this as 668 days later than the previous record.
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 31, 2026, or during any Extension Period, it is uncertain whether the Company will be able to consummate a Business”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”. We may not have sufficient liquidity to meet our anticipated obligations over the next”…
The clause …“$ 600,000 under the Capital Contribution Note (see Note 6) and subsequently borrowed $ 600,000 under a Promissory Note (see Note 6). On May 31, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report filed by Concord Acquisition Corp II documenting the approval of a charter amendment at a special meeting of stockholders, the complete voting tally, the execution of a certificate of amendment by the company's CEO, and the resulting trust account balance after exercising redemption rights. Per the filing, Concord Acquisition Corp II amended its certificate of incorporation to move the business combination termination date from December 31, 2025, to December 31, 2026. At a special meeting held on December 16, 2025 (record date December 2, 2025), 6,483,505 shares representing 92 percent of the entitled Class A (8,550 shares) and Class B (7,002,438 shares) stock were present or proxied. The proposal to extend the deadline passed 6,483,503 votes for, 2 votes against, with 0 abstentions and 0 broker non-votes. In connection with the vote, the filing states that none of the Class A common stock holders redeemed their shares, leaving exactly $99,263.38 in the trust account. Exhibit 3.1 shows the amendment to Section 9.1(b) was executed by Chief Executive Officer Jeff Tuder. Why it matters: This 8-K materially updates the SPAC's operational clock by granting a twelve-month extension, pushing the mandatory liquidation and full-redemption trigger to December 31, 2026. Mechanically, the near-total lack of redemptions means the trust retains only $99,263.38 rather than the multi-million-dollar balances typically associated with public warrants, indicating public shareholders chose to maintain exposure rather than exit. The filing confirms continued corporate governance under CEO Jeff Tuder at 477 Madison Avenue but contains zero disclosures regarding potential target companies, acquisition strategy, customer metrics, revenue projections, market size, technology, partnerships, or litigation. The sole substantive impact is the extended deadline, the preserved shareholder quorum, and the confirmed minimal remaining trust balance.
What changed: Definitive proxy statement (DEF 14A) filed by Concord Acquisition Corp II for a special meeting of stockholders to vote on a charter amendment to extend the deadline to complete a business combination and an adjournment proposal. The company is seeking stockholder approval to extend the deadline to consummate a business combination from December 31, 2025 to December 31, 2026. The trust account held approximately $99,168 as of December 3, 2025, with an estimated per-share redemption price of approximately $11.60. The board believes there will not be sufficient time to complete the proposed merger with Events.com before the current termination date. No additional funds are required to be deposited into the trust for the extension. The company has been delisted from NYSE American and now trades on OTC markets. Why it matters: This filing provides critical redemption mechanics and trust value for public stockholders. The per-share trust value (~$11.60) is below the stated trust per share of $14.74 from the user's metadata, indicating significant redemptions have already occurred. The extension is necessary for the proposed business combination with Events.com to proceed. Public stockholders have the right to redeem their shares at approximately $11.60 per share regardless of how they vote. The 65% vote requirement is easily met since insiders hold 92.8% of shares and intend to vote for the extension. The filing also details the sponsor's indemnification obligations and the risk of the trust account being impaired below $10.00 per share.
What changed vs 2025-01-29deadline 2025-12-31 → 2026-12-31combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2025-12-312026-12-31
- Trust account
- $23.8Mnot matched in this filing
SpacBrain reads this as 365 days later than the previous record.
The clause …“Shares (as defined below) if the Corporation does not complete its initial Business Combination by December 31, 2026, or such earlier date as may be determined by the Board (the “ Termination Date ”), subject to applicable law, and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This filing is a preliminary Schedule 14A proxy statement (PRE 14A) soliciting shareholder votes on a proposed charter amendment to extend the corporate existence and an adjacent adjournment proposal. The proxy proposes amending the certificate of incorporation to extend the business combination deadline from December 31, 2025, to December 31, 2026, without requiring additional funds to be deposited into the trust account. Under the revised mechanics, public shareholders may execute a separate, pre-meeting redemption election ('Election') to receive their pro rata portion of the trust account immediately upon extension approval, irrespective of how they vote or whether they attend the scheduled December special meeting. Approval requires at least 65% of outstanding Class A and Class B common stock voting together, while insiders controlling 6,508,490 founder shares (approximately 92.8% of outstanding) have committed to vote 'FOR' the amendment. The filing leaves the specific November 2025 trust balance and estimated per-share redemption price as redacted placeholders ('$'). Historical trust movements show systematic depletion: an August 2023 extension left $152,164,096; a May 2024 extension left $23,355,048; and a February 2025 extension left $92,709. Following the 24-month anniversary of the IPO registration statement, the company shifted trust investments to an interest-bearing demand deposit account, which management acknowledges may yield minimal interest. Additionally, the Inflation Reduction Act imposes a 1% federal excise tax on qualifying redemptions occurring after January 1, 2023, and the company explicitly confirms that trust proceeds will not be used to pay it. Liquidation triggers remain fixed at December 31, 2025 (if the amendment fails) or December 31, 2026 (if implemented but no deal closes), at which point warrants expire worthless and dissolution expenses up to $100,000 may be deducted from interest. Why it matters: This proxy fundamentally alters the exit calculus and liquidity profile for public investors by front-loading cash redemption opportunities independent of the final business combination vote, a direct operational response to the severe capital erosion documented in the filing. With only $92,709 remaining post-February 2025 redemptions, the company faces acute working capital shortages to sustain daily operations, satisfy the $20,000 per month administrative services agreement owed to the sponsor, or fund the August 26, 2024, merger agreement with Events.com, Inc. The Board attributes the extension request to insufficient time for regulatory approvals and shareholder ratifications rather than target valuation reassessments, indicating that execution relies on external pacing. Sponsor conduct introduces clear economic divergence: directors and officers stand to forfeit their entire $25,000 founder stake and $8,101,950 in private placement warrants if no combination occurs, yet retain contractual indemnification rights and potential post-combination compensation. Secondary market liquidity is structurally impaired following the September 2024 NYSE American delisting proceedings and October 2024 migration to OTC Markets Basic Market and OTCQB Venture Market. Shareholders must evaluate immediate cash extraction at a severely diminished, uncalculated per-share value against continued exposure to a target-specific vote that will likely require additional financing (including a $600,000 Capital Contribution Note convertible into 600,000 Class A shares or a $650,000 sponsor promissory draw), or accept liquidation with zero residual warrant value and distribution contingent on Delaware winding-up compliance and an unverified sponsor indemnity promise.
What changed: Quarterly report (Form 10-Q) for Concord Acquisition Corp II for the period ended September 30, 2025. Trust account balance dropped to $98,684 (from $23.8M at year-end 2024) after February 2025 redemptions; only 8,550 public shares remain outstanding, redeemable at $12.40 per share. The merger with Events.com is past its Outside Date (extended to May 31, 2025) and the company is in negotiations to amend the Merger Agreement with no assurance of extension. The company recognized a net income of $1.3 million in Q3 2025 primarily from non-cash fair value gains. An excise tax liability of $2.7 million (including interest and penalties) is overdue with insufficient cash to pay. The company has a going concern qualification and faces mandatory liquidation if no business combination closes by December 31, 2025. Why it matters: The trust is nearly empty ($98k) with only 8,550 shares left, meaning the per-share redemption value ($12.40) is based on a tiny pool. The merger with Events.com is stalled and may be terminated, making liquidation highly likely. The company also has a large unpaid excise tax liability relative to its cash. Investors should assess the probability of closing the deal given the minimal trust and the expired Outside Date.
trust account, combination deadline, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- $3.5M · unchanged
- Combination deadline
- 2025-12-31 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $600K · unchanged
The clause “Warrants 3 $ 216,052 $ 270,000 Capital Contribution Note 3 $ 950,718 $ 3,535,612 As of September 30, 2025 and December 31, 2024, cash held in the Trust Account was held in an interest-bearing demand deposit account. Such cash”…
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 31, 2025, or during any Extension Period, it is uncertain whether the Company will be able to consummate a Business”…
The clause …“accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur and potential subsequent dissolution, as”…
The clause …“$ 600,000 under the Capital Contribution Note (see Note 6) and subsequently borrowed $ 600,000 under a Promissory Note (see Note 6). On May 31, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 425 communications filing containing a joint press release that announces the proposed merger between Events.com and Summit to be executed through a business combination with Concord Acquisition Corp. II (CNDA). Procedural mechanics advance: CNDA confirmed it intends to file a Registration Statement and Proxy Statement next, initiating the formal stockholder voting schedule that precedes any redemption window. The filing projects the business combination may close in 2025, subject to customary conditions. No adjustments were reported to the December 31, 2026 liquidation deadline, the $14.74 per-share trust balance, redemption terms, or sponsor conduct. Why it matters: This establishes the combined public company’s intended name as “Events.com” and proposed ticker as “RSVP,” directly shaping how CNDA shareholders will track and vote on the transaction. Operationally, the press release attributes specific strategic shifts to named executives: Mitch Thrower (CEO, chairman, and co-founder of Events.com) stated the integration honors Summit’s 17-year history and will broaden global engagement; Jody Levy (Global Director and CEO of Summit) explained the merger was selected for ecosystem alignment and shared integrity; Chris Stakich is appointed CEO of the merged Summit division, while veterans Perry DeCoveny, Langely McNeal, Hayden Geller, and James Turle assume operational reporting lines, with founders Brett Leve, Jeff Rosenthal, and Jody Levy transitioning to creative and strategic director roles. Commercially, Levy noted that Summit’s attendee base consists of leaders who lack technology tools to scale their own networks and retain sponsors, positioning Events.com as the necessary infrastructure; the filing also cites a planned April 23-26, 2026 “Summit at Sea” partnership with Virgin Voyages, upcoming paid membership program rollouts, and Events.com’s existing platform reportedly supporting millions of event creators across in-person, hybrid, and virtual formats.
What changed: Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed by Concord Acquisition Corp II (CNDA), a blank-check SPAC with a pending merger with Events.com. The merger's Outside Date (originally March 3, 2025) was extended to May 31, 2025, then passed; as of June 30, 2025, the SPAC is past the Outside Date and in negotiations with Events.com to amend the Merger Agreement with no assurance of extension. Trust account cash fell to $97,900 (from $23.8M at Dec 31, 2024) after redemptions of 2,191,753 shares at ~$10.84 per share in February 2025; only 8,550 Class A shares remain subject to redemption at $12.42 per share. Cash outside trust is $20,494, and the SPAC has an unpaid excise tax liability of $2,621,114 (including $170,738 in penalties/interest), of which ~$2.3M was due April 30, 2025, with insufficient funds to pay. Management raised substantial doubt about going concern. No new financing was obtained during the quarter. The SPAC received $225,000 from Events.com under the Interim Financing in January 2025, but no further proceeds are receivable. Why it matters: The filing reveals that the Events.com merger is in jeopardy—the Outside Date has lapsed, negotiations for an extension are ongoing but uncertain, and the trust is nearly empty. Even if the merger closes, Available Closing Cash must be at least $30 million, which appears impossible without a large new investment or trust top-up. The SPAC faces a liquidity crisis: it cannot pay its excise tax liability, which could trigger forced liquidation if not resolved. The trust per share of $12.42 may not be realized if the SPAC liquidates before its December 31, 2025 deadline, and warrant holders would get nothing. Sponsor conduct includes forfeiture of 1,000,000 Class B shares at closing, but that is contingent on a closing that looks increasingly unlikely.
trust account, combination deadline, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- $3.5M · unchanged
- Combination deadline
- 2025-12-31 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $600K · unchanged
The clause …“3 $ 432,104 $ 270,000 Capital Contribution Note 3 $ 1,912,289 $ 3,535,612 As of June 30, 2025 and December 31, 2024, cash held in the Trust Account was held in an interest-bearing demand deposit account. Such cash in”…
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 31, 2025, or during any Extension Period, it is uncertain whether the Company will be able to consummate a Business”…
The clause …“accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur and potential subsequent dissolution, as”…
The clause …“$ 600,000 under the Capital Contribution Note (see Note 6) and subsequently borrowed $ 600,000 under a Promissory Note (see Note 6). On May 31, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 25-NSE filing submitted by the New York Stock Exchange to the SEC, notifying the Commission of the Exchange's intention to remove from listing and registration on the NYSE American the entire class of Concord Acquisition Corp II’s Class A Common Stock, Units (each consisting of one share of Class A common stock and one-third of one redeemable warrant), and Redeemable Warrants (each exercisable at $11.50). According to the NYSE, the Company failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, making the securities unsuitable for continued listing. The Exchange suspended trading on September 3, 2024, immediately after posting a press release that day. The Company submitted a written appeal request on September 10, 2024, within seven calendar days. On November 13, 2024, an NYSE Committee upheld the delisting determination. Consequently, the NYSE confirmed all Rule 12d2-2(b) conditions were met, scheduling the formal removal from listing and registration for June 23, 2025. Why it matters: This directly terminates the deal progress trajectory by confirming the Company missed its 36-month business combination deadline, which mechanically precludes further extensions or sponsorship renegotiations and typically initiates trust distribution procedures. It eliminates NYSE American trading liquidity and shifts investor attention entirely to post-delisting redemption mechanics and sponsor wind-down timelines. The filing contains no substantive operational claims, customer metrics, revenue figures, market size data, strategic statements, technology disclosures, partnership announcements, litigation details, or personnel changes.
What changed: A joint filing agreement attached to an amended Schedule 13G, formally self-described by the filers as a beneficial ownership report. The filing is designated as a Schedule 13G/A (amendment) executed jointly by Morgan Stanley and Morgan Stanley Smith Barney LLC, and signed by authorized signatories Christopher O’Hara and David Galasso. Because it is an amendment, it implicitly reflects a change in beneficial ownership threshold, acquisition timing, transaction price, or stated investment purpose relative to a prior submission, yet the attached text discloses no share quantities, purchase dates, prices paid, or percentage ownership. Bearing directly on your tracked mechanics—redemption deadlines, trust value, extension requests, business combination progress, or sponsor conduct—the document contains zero statements, metrics, or conditional commitments that alter, delay, accelerate, or clarify any of those areas. Why it matters: As a routine institutional compliance exhibit, this filing confirms that Morgan Stanley and Morgan Stanley Smith Barney LLC maintain an aggregated position subject to joint Section 13(d) reporting. The only substantive assertions are administrative: Morgan Stanley and Morgan Stanley Smith Barney LLC mutually agree that the schedule is filed on behalf of each party unless differentiated, and both entities acknowledge that intentional misstatements or omissions of fact constitute federal criminal violations under 18 U.S.C. 1001. For SPAC investors monitoring redemption calendars, trust valuations, shareholder voting dynamics, or management credibility, this document introduces no new operational data, strategic commentary, or timeline adjustments, and therefore carries no material implication for the pending merger execution or shareholder exit parameters.
What changed: Schedule 13G/A amendment reporting changes in beneficial ownership of CNDA securities. The filing identifies Sandia Investment Management LP and Timothy J. Sichler as the reporting persons submitting an amended beneficial ownership statement. The submitted text contains no tabular data, narrative disclosures, or exhibits detailing share quantities, acquisition dates, purchase prices, or transaction purposes. It does not reference redemption elections, trust account balances, extension proposals, merger proxy materials, target business operations, or sponsor conduct. Why it matters: For investors tracking CNDA’s redemption calendar, trust distribution mechanics, extension deadlines, or deal progress toward the 2026-12-31 milestone, this filing provides no updates on those variables. Schedule 13G/A submissions typically record passive portfolio adjustments rather than strategic positioning for a business combination. Because the reporting persons did not disclose voting agreements, redemption intentions, or financing commitments, the document does not shift expectations regarding shareholder cash-out rates, warrant dilution, or sponsor support. Routine registry monitoring should continue until a filing explicitly addresses the acquisition timeline or shareholder voting procedures.
What changed: SEC Form 425 prospectus and rule 14a-12 deemed-filed communication containing a press release announcing a multi-year commercial partnership for the target company, Events.com. Mechanically, the filing confirms the previously announced business combination with Concord Acquisition Corp II is 'expected to close in 2025, subject to the satisfaction or waiver of customary closing conditions.' It outlines the next procedural milestones: once the SEC declares the Registration Statement effective, the combined company will file and mail a definitive Proxy Statement to CNDA stockholders for a shareholder vote. The press release does not alter the redemption deadline of December 31, 2026, the trust value of $14.74 per share, or sponsor/governance terms. It includes standard disclaimers that the document does not contain all information regarding the proposed combination and directs investors to future SEC filings. Why it matters: For investors tracking the redemption calendar and deal trajectory, this confirms administrative momentum toward a 2025 close while preserving existing trust, voting, and redemption parameters. Substantively, the filing details that Events.com secured a multi-year exclusive partnership with Warner Bros. Discovery Sports’ Events division running from 2025 to 2028 to provide ticketing and fan engagement technology across three global competitions: the WHOOP UCI Mountain Bike World Series, the FIM Endurance World Championship, and the FIM Speedway Grand Prix. Stephen Partridge, President, Co-Founder, and COO of Events.com, states the agreement expands their reach in the '$936 billion dollar event sector.' Patrick Maitrot, Head of International Sales & Partnership at Warner Bros. Discovery Sports Europe, describes the strategic alignment. The accompanying corporate description notes WBD Sports Europe engages '130 million people every month,' reaches audiences in '>200 markets' and '20 languages,' oversees '35+ events across four global championships each year,' and holds ISO20121 certification. CEO Jeff Tuder is listed for investor inquiries. These operational claims signal commercial scale and platform adoption but derive from marketing copy, do not update audited financials, and carry no direct impact on trust accounting or proxy mechanics.
What changed: Amended Schedule 13G (beneficial ownership report). Periscope Capital Inc. filed this Schedule 13G/A to amend a prior SEC filing reporting its beneficial ownership interest in CNDA. The provided excerpt contains no share quantities, ownership percentages, acquisition dates, or purpose-of-transaction language. Accordingly, no verifiable change in institutional positioning, redemption exposure, trust value implications, extension voting posture, deal execution status, or sponsor behavior can be confirmed from the text. Why it matters: For a SPAC advancing toward a 2026-12-31 business combination deadline with a disclosed trust per share of $14.74, Schedule 13G/A amendments function as mandatory transparency tools for major shareholders exceeding the five percent reporting threshold. Tracking these filings helps investors gauge whether institutional holders are accumulating, distributing, or holding steady ahead of the merger vote, proxy solicitation, or potential liquidation. Because the excerpt omits the economic and strategic disclosure blocks typically required under Item 4 and Item 5 of Form 13G, the filing offers no actionable leverage on redemption mechanics, capital preservation, sponsor governance, or target integration timelines.
What changed: SEC Schedule 13G/A beneficial ownership report. The filing amends a prior Schedule 13G to update the beneficial ownership disclosure for four affiliated entities within the Toronto Dominion Bank group (TD Securities (USA) LLC, Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC, and Toronto Dominion Bank). The excerpt confirms the filing date of 2025-05-12 and lists the reporting persons, but provides no share counts, percentage thresholds, acquisition dates, or transaction details. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this document bears zero mechanical relevance. It is a routine compliance exhibit that records institutional position-holding rather than corporate action. The excerpt discloses no substantive metrics, so it cannot indicate whether the holder is accumulating, distributing, or voting CNDA shares ahead of the business combination vote or closing. The only additional substance is the confirmation of the reporting entities’ affiliation with Canada’s Toronto Dominion Bank, suggesting the position likely stems from standard investment banking functions such as IPO underwriting, private placement allocations, or secondary market making, though none of that can be verified from this excerpt alone.
What changed: Schedule 13G/A beneficial ownership report filed by Periscope Capital Inc. The submitted text functions solely as a routine compliance exhibit identifying the filing type, the SEC accession number [0001695320-25-000006], and the reporting holder. It bears no language addressing redemption deadlines, trust value ($14.74), extension timelines (deadline 2026-12-31), deal progress, or sponsor conduct. Additionally, the excerpt contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Because Periscope Capital Inc.’s submission lacks an attached ownership schedule, share count, percentage-of-class metric, or transaction narrative, it does not indicate a shift in voting leverage, proxy influence, or redemption liquidity pressure relative to Concord Acquisition Corp II’s announced merger or its December 2026 expiration window. Investors cannot derive pricing dynamics or governance changes from this cover statement alone.
What changed: Form 10-Q (Quarterly Report) for the period ended March 31, 2025, filed by Concord Acquisition Corp II, a blank-check company (SPAC) that has announced a merger with Events.com, Inc. Trust account cash declined to $97,122 as of March 31, 2025, down from $23.8M at December 31, 2024, due to redemptions of 2,191,753 shares at ~$10.84 per share in connection with the February 28, 2025 extension vote. Only 8,550 public shares remain subject to redemption at $12.45 per share. The SPAC has an excise tax liability of $2.5M, of which ~$2.3M was due April 30, 2025, and the company states it has insufficient funds to pay. The merger's Outside Date was extended from March 3, 2025 to May 31, 2025 (subsequent event). The company raised $225,000 from Events.com under the Interim Financing in January 2025. Management has expressed substantial doubt about the SPAC's ability to continue as a going concern. The independent auditor resigned in March 2025 and a new auditor was engaged. Securities were delisted from NYSE American and now trade on OTC markets. Why it matters: The SPAC's trust is nearly empty ($97k), making it highly unlikely to meet the $30 million Available Closing Cash condition required to close the Events.com merger. The large excise tax liability is unpaid and due, with insufficient working capital. The SPAC faces a mandatory liquidation if it cannot complete a business combination by December 31, 2025. Given the trust depletion, the merger may not proceed unless substantial additional financing is secured, which is not guaranteed. The going concern and liquidity risks are acute.
What changed vs 2024-10-30trust $23.7M → $3.5M -85%deadline 2025-03-03 → 2025-12-31trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $23.7M$3.5M
- Combination deadline
- 2025-03-032025-12-31
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $600K · unchanged
- Redeemable shares
- 2.20Mnot matched in this filing
SpacBrain reads this as $20,164,791 left the trust between the two filings.
The clause …“3 $ 810,000 $ 270,000 Capital Contribution Note 3 $ 2,691,710 $ 3,535,612 As of March 31, 2025 and December 31, 2024, cash held in the Trust Account was held in an interest-bearing demand deposit account. Such cash in”…
SpacBrain reads this as 303 days later than the previous record.
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 31, 2025, or during any Extension Period, it is uncertain whether the Company will be able to consummate a Business”…
The clause …“accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur and potential subsequent dissolution, as”…
The clause …“$ 600,000 under the Capital Contribution Note (see Note 6) and subsequently borrowed $ 600,000 under a Promissory Note (see Note 6). On May 31, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 425 prospectus communication filed by Concord Acquisition Corp II, containing a press release from target company Events.com announcing the acquisition of the La Jolla Concours d’Elegance and outlining operational milestones ahead of the previously announced business combination. No adjustments were made to the redemption mechanics, trust account balance ($14.74 per share), or liquidation deadline (2026-12-31). The filing reaffirms that CNDA expects the business combination with Events.com to close in 2025, subject to customary closing conditions, and notes that the definitive Registration Statement and Proxy Statement will be distributed to shareholders when ready. There are no updates regarding sponsor conduct, extension provisions, or revised redemption thresholds. Why it matters: The filing provides substantive commercial context that investors will evaluate against the $14.74 trust value when weighing redemption versus hold decisions. According to the press release, CEO and Co-Founder Mitch Thrower described Events.com as providing AI-driven insights and event infrastructure, noting recent acquisitions including the Temecula Valley Balloon & Wine Festival and the Wonderfront Music & Arts Festival. Executive Producer Paul Thornton stated that for the upcoming April 25 - 27 event, all sponsorships are sold out, all hospitality suites are sold out, and ticket sales are well ahead of any prior year. La Jolla Historical Society Executive Director Lauren Lockhart confirmed the society will remain the primary charitable beneficiary, while Co-Chairs Michael Dorvillier and Robert Kerner will retain their leadership roles. The document also claims Events.com technology powers millions of event creators worldwide and lists platforms like the All-In Summit, NewYork.com, and the Archangel Summit. These statements outline the target’s expansion strategy and near-term commercial traction, though the filing explicitly disclaims containing financial projections and warns that it does not substitute for the forthcoming proxy materials. Until the Registration Statement is declared effective, the economic baseline for redemption remains anchored to the documented $14.74 per share, with the 2026-12-31 deadline intact.
What changed: This document IS a Schedule 13G/A amendment, functioning as a routine compliance exhibit that files a supplemental beneficial ownership report required by the SEC when an investment manager discloses holdings exceeding five percent of a class of equity securities. Karpus Management, Inc. submitted this amended schedule to report updates to its beneficial ownership position in Concord Acquisition Corp II (CNDA). The filing explicitly references SEC file number 0001072613-25-000280 and bears a 2025-04-07 date stamp. Because the provided excerpt contains only the form header, filer identification, and regulatory index number, Karpus Management, Inc. does not disclose specific changes in share quantities, transaction timelines, or revised ownership percentages within this text. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress and sponsor conduct, this amended beneficial ownership disclosure alerts the market to institutional positioning shifts that frequently precede corporate governance triggers. While Karpus Management, Inc. makes no explicit statements about target company customers, revenue streams, market sizing, technology roadmaps, or strategic partnerships in this excerpt, routine compliance updates of this nature allow SPAC shareholders to benchmark whether large holders are maintaining, accumulating, or reducing exposure ahead of the stated expiration window. Monitoring these filings helps investors anticipate coordinated tender behavior, voting alignment on merger approvals, or potential support for trust fund extensions, even though the current filing snapshot does not quantify those mechanical outcomes.
What changed: Form 8-K routine compliance exhibit reporting a change in independent registered public accounting firm. The registrant disclosed that Marcum LLP resigned on March 21, 2025, and the Board of Directors approved CBIZ CPAs P.C. as the successor auditor following CBIZ's acquisition of Marcum's attest business on November 1, 2024. Per the filing, Marcum's audit reports for the fiscal years ended December 31, 2024 and December 31, 2023 contained an explanatory paragraph indicating substantial doubt about the company’s ability to continue as a going concern. The company also reiterated a material weakness in internal control over financial reporting related to the accounting for complex financial instruments, consistent with prior Annual Reports on Form 10-K for those same years. The registrant states there were no disagreements or reportable events with Marcum beyond this material weakness, and no pre-engagement consultations occurred with CBIZ. Marcum LLP issued Exhibit 16.1 on March 24, 2025, confirming it agrees with the company's disclosure statements. The SPAC's redemption deadline remains December 31, 2026, and the trust share value is $14.74. Cover page registration data list a Class A common stock par value of $0.0001 per share and warrants exercisable at an exercise price of $11.50. Why it matters: A going concern qualification across two consecutive annual audits, coupled with a material weakness in internal controls, introduces measurable financial execution risk for a SPAC approaching its December 31, 2026 merger deadline. Shareholders evaluating redemptions should weigh whether these audit caveats reflect sponsor liquidity positioning, target readiness pacing, or residual trust accounting complexities. While the auditor succession is procedurally standard, the embedded financial reporting qualifications require tracking through any upcoming proxy statement, prospectus supplement, or extension resolution. Persistent control deficiencies or unmitigated going concern doubts can complicate PIPE closings, trigger early redemption waves, or necessitate formal dissolution if the business combination window closes without remediation.
What changed: A routine compliance exhibit: a Form 425 filing comprising a press release distributed by Concord Acquisition Corp II regarding Events.com’s acquisition of the Temecula Valley Balloon & Wine Festival. This filing does not alter the redemption deadline of December 31, 2026, nor does it adjust the reported trust value of $14.74 per share. It simply confirms the previously announced business combination with Events.com is progressing toward a 2025 closing, subject to customary conditions. There are no disclosures regarding trust account extensions, sponsor conduct adjustments, or changes to the shareholder redemption framework. Why it matters: While the filing leaves investor voting and redemption parameters unchanged, it delivers substantive operational details on the target ahead of the definitive proxy distribution. According to the press release, Stephen Partridge, Co-Founder, President and COO of Events.com, stated the transaction strengthens the company’s Southern California presence and adds to a portfolio that includes the Wonderfront Music & Arts Festival. Events.com claims its proprietary platform leverages AI-driven event discovery and management software to scale large gatherings, pointing to current ecosystem participants such as the All-In Summit, Club Getaway, NewYork.com, Archangel Summit, and Mayfair Theatre in Ottawa. Concerning the newly acquired asset, the filing notes the Temecula Valley Balloon & Wine Festival was founded in 1983, moved to Lake Skinner Park in 1989, and now draws 15,000-20,000 attendees daily. Management asserts the event injects millions of dollars annually into the local economy and will deploy a revenue-sharing model that flows directly to the festival’s designated 501(c)(4). Paul Thornton, Executive Producer of the festival, indicated the arrangement will preserve over 40 years of tradition while introducing expanded camping, faster vehicle check-ins, and a third music stage for the June 20-22, 2025 edition. These disclosures illustrate target leadership’s execution velocity, technological infrastructure, and community economic commitments, providing foundational context for PubCo valuation calculations independent of the SPAC’s redemption mechanics.
What changed: A Rule 425 communication filed by Concord Acquisition Corp II (CNDA) that transmits a corporate press release regarding Events.com’s acquisition of Citifyd and provides preliminary procedural updates on the Proposed Business Combination. Regarding deal mechanics, the filing reaffirms that the Proposed Business Combination with CNDA is 'expected to close in 2025, subject to the satisfaction or waiver of customary closing conditions,' and states CNDA will file a Registration Statement and definitive Proxy Statement for stockholder voting. The filing leaves the previously reported trust per share of $14.74, the redemption deadline of 2026-12-31, and all extension or sponsorship conduct terms entirely unchanged. On other substance, the attached press release, dated March 11, 2025, reports that Events.com acquired Citifyd, characterized as 'a premier technology provider specializing in urban and event parking solutions.' Per the filing, Stephen Partridge, Co-Founder, President and COO of Events.com, states the deal 'fits our plan to bring all event production tools onto one easy platform' and enables organizers to 'unlock new revenue streams' by syncing parking and ticketing data. The release also attributes to Citifyd 'a robust patent portfolio,' claims event attendees can 'pre-purchase parking through a user-friendly mobile app,' and asserts organizers will receive 'real-time analytics to event creators and venue operators for optimized traffic flow and space management.' Additionally, Sohrab Vossoughi, co-founder and CEO of Citifyd, claims the partnership will 'redefine the event landscape, driving growth for organizers, simplifying parking, and unlocking new revenue opportunities.' The 'About Events.com' section further claims the platform 'supports millions of event creators worldwide' and lists deployments including the All-In Summit, Club Getaway, NewYork.com, the Archangel Summit, and the Mayfair Theatre in Ottawa. Why it matters: For investors tracking the SPAC timeline, the confirmed 2025 closing window maintains the 2026-12-31 redemption deadline as a standby safeguard while indicating continued operational execution prior to the proxy solicitation. Because the filing explicitly avoids adjusting the $14.74 trust/value baseline, pro forma cash entitlements, redemption mechanics, and transaction expense deductions remain provisional pending the definitive Registration Statement and Proxy Statement. Strategically, since Stephen Partridge and Sohrab Vossoughi position the Citifyd bolt-on as a catalyst for platform unification, cross-selling, and ancillary revenue generation, shareholders should monitor how the eventual Proxy Statement reconciles these growth projections with integration costs, working capital needs, and sponsor alignment mechanisms before committing capital or casting votes.
What changed: A Form 8-K current report documenting a special stockholder meeting, the execution of a Certificate of Amendment to the Certificate of Incorporation, final voting tallies, and concurrent share redemptions. The Company states that the deadline to consummate a business combination was formally extended from March 3, 2025, to December 31, 2025. At the February 28, 2025 meeting, 6,863,295 shares voted for the amendment and 658,227 voted against it. The filing reports that 2,191,753 shares of Class A common stock were redeemed at a price of approximately $10.84 per share, yielding an aggregate redemption amount of approximately $23.8 million. As a direct result, the Company states that approximately $92,709 remains in the trust account. Why it matters: The extension pushes the hard liquidation or merger deadline to December 31, 2025, altering the redemption calendar. However, the outflow of capital leaves the trust with only approximately $92,709, effectively stripping the SPAC of trust reserves needed for transaction fees, legal costs, or working capital. Without fresh sponsor or third-party financing, the company lacks the liquidity to close a deal or satisfy dissolution obligations, highlighting extreme shareholder withdrawal and potential sponsor funding pressure ahead of the new year-end cutoff.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Trust account reduced from $153.9M to $23.8M after May 2024 redemptions of 12.5M shares at ~$10.61; deadline extended to March 3, 2025; Merger Agreement with Events.com signed August 26, 2024; delisted from NYSE American, now trading on OTC markets; recognized $2.46M excise tax liability with insufficient cash to pay; net loss of $766k vs prior year net income; sponsor agreed to forfeit 1M Class B shares at closing; material weakness in internal controls continues; adopted insider trading policy (Exhibit 19.1). Why it matters: The company faces a hard deadline of March 3, 2025 to close the Events.com merger, with only ~$23.8M in trust (redemption value ~$10.81/share) and a required $30M minimum closing cash condition. Cash outside trust is only $538k, insufficient to pay the excise tax liability. Auditor expresses substantial doubt about going concern. Sponsor support agreement provides some backstop but also potential dilution. The merger is the sole path to avoid liquidation.
What changed vs 2024-03-01trust $153.9M → $23.8M -85%deadline 2024-06-03 → 2025-03-03sponsor loan $75K → $600Kshares 14.7M → 2.20M -85%trust account, combination deadline, sponsor loans outstanding +34 moved · 2 with no prior record of ours
- Trust account
- $153.9M$23.8M
- Combination deadline
- 2024-06-032025-03-03
- Sponsor loans outstanding
- $75K$600K
- Redeemable shares
- 14.7M2.20M
- Going-concern doubt
- stated · unchanged
- Mandate language
- focus our efforts on companies where we believe the combinat… · unchanged
SpacBrain reads this as $130,137,717 left the trust between the two filings.
The clause …“expenses 97,620 10,680 Total Current Assets 862,843 377,116 Cash held in Trust Account 23,791,131 153,928,848 Total Assets $ 24,653,974 $ 154,305,964 Liabilities and Stockholders’ Deficit Due”…
SpacBrain reads this as 273 days later than the previous record.
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before March 3, 2025, or during any Extension Period, it is uncertain whether the Company will be able to consummate a Business”…
SpacBrain reads this as the sponsor has advanced $525,000 more.
The clause …“$ 600,000 under the Capital Contribution Note (see Note 6) and subsequently borrowed $ 600,000 under a Promissory Note (see Note 6). On May 31, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount”…
SpacBrain reads this as 12,498,716 shares are no longer redeemable.
The clause …“200,000,000 shares authorized; 0 shares issued and outstanding, excluding 2,200,303 and 14,699,019 shares subject to possible redemption at December 31, 2024 and 2023, respectively — — Class B common stock, $ 0.0001 par value;”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”. We may not have sufficient liquidity to meet our anticipated obligations over the next”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is an amended Schedule 13G, a U.S. Securities and Exchange Commission beneficial ownership report. In its own terms, it discloses current shareholdings and transaction history attributed to Sandia Investment Management LP and Timothy J. Sichler for Concord Acquisition Corp II (CNDA). The filing registers a periodic update to the named holders’ stated beneficial ownership. It contains no data bearing on redemption deadlines, trust value preservation, extension voting weight, merger approval status, or sponsor governance conduct, because the provided excerpt supplies no share quantities, percentage changes, acquisition dates, disposal records, or tender intentions. Why it matters: Because the submission omits all quantitative position changes, forward commitments, collateral arrangements, or voting agreements, it does not mechanically alter investor liquidity windows, trust distribution schedules, or deal progression milestones. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present in the text to attribute, calculate, or verify. While Schedule 13G/A filings routinely update the registry of major shareholders following a merger announcement, this excerpt alone signals routine regulatory disclosure rather than activist realignment, special warrant structuring, or conditional financing adjustments relevant to holder redemption options or sponsor conduct.
What changed: Schedule 13G, a beneficial ownership report filed to disclose equity holdings by Sandia Investment Management LP and Timothy J. Sichler. The provided filing text contains no share quantities, percentage thresholds, acquisition dates, or purpose statements, meaning no change in beneficial ownership levels, control positions, or explicit redemption intentions is documented in this excerpt. Why it matters: For a SPAC in DEAL_ANNOUNCED status, Schedule 13G filings serve as the primary public ledger for tracking block holders whose aggregate redemption decisions or proxy votes determine capital sufficiency for the announced merger. Identifying Sandia Investment Management LP and Timothy J. Sichler as active filers signals ongoing monitoring of the trust account and business combination deadline window. The text makes zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, personnel, or sponsor conduct; any mechanical implications regarding the merger vote or extension require subsequent amendment filings that disclose actual block sizes and voting intent.
What changed: This document is a Schedule 13G, which operates as a beneficial ownership report identifying affiliated shareholders of Concord Acquisition Corp II. According to the filing text, TD SECURITIES (USA) LLC, TORONTO DOMINION HOLDINGS USA INC, TD Group US Holdings LLC, and Toronto Dominion Bank are listed as reporting holders. The excerpt contains no share quantities, acquisition dates, voting percentages, or statements of investment purpose. It makes no reference to redemption deadlines, trust account composition, extension proposals, pending merger targets, or sponsor conduct. Why it matters: Beneficial ownership filings of this nature typically track institutional accumulation that can signal alignment with a SPAC sponsor or preparation for a shareholder vote, but this excerpt provides no quantitative thresholds or economic-interest disclosures. Because no share counts or percentage holdings are reported, the text offers no basis for assessing how these Toronto Dominion Bank affiliates may weigh in during a business combination approval or respond to the announced deadline. Monitoring subsequent amendments remains necessary to identify whether any entity crosses the 5% reporting threshold or amends its purpose to reflect coordinated voting or redemption strategy.
What changed: A Schedule 13G/A amendment, identified in the provided text as a 'beneficial ownership report' attributing the filing to 'Periscope Capital Inc.'. The excerpt discloses no share quantities, aggregate percentages, acquisition dates, cost bases, joint investor designations, or any alteration in voting or investment power attributed to Periscope Capital Inc. or any other person. Why it matters: Without reported holdings or transaction chronology attributed to the filer, the filing provides no data to reassess redemptions, the $14.74 per-share trust level, the 2026-12-31 business combination extension window, merger execution milestones, or sponsor conduct.
What changed: Definitive Proxy Statement (DEF 14A) for a special meeting in lieu of the 2025 annual meeting to vote on a charter amendment extending the deadline to complete a business combination from March 3, 2025 to December 31, 2025, and an adjournment proposal. The SPAC is seeking stockholder approval to extend its deadline to consummate a business combination (including the pending merger with Events.com) by nine months, without depositing additional funds into the trust. The current termination date is March 3, 2025; the proposed extended date is December 31, 2025. Why it matters: Without the extension, Concord II would be forced to liquidate and redeem public shares at approximately $10.84 per share (based on $23,845,395.19 in trust as of January 27, 2025), with warrants expiring worthless. Approval would allow the SPAC more time to complete the Events.com merger, while giving public stockholders the option to redeem now at approximately $10.84 per share. The board, which controls ~70.7% of the vote through founder shares, recommends voting 'FOR'.
What changed vs 2024-05-15trust $156.0M → $23.8M -85%deadline 2025-03-03 → 2025-12-31trust account, combination deadline2 moved
- Trust account
- $156.0M$23.8M
- Combination deadline
- 2025-03-032025-12-31
SpacBrain reads this as $132,111,100 left the trust between the two filings.
The clause …“will be approximately $10.84 at the time of the special meeting, based on $23,845,395.19 held in the trust account as of January 27, 2025 (which amount does not yet take into account the removal of interest earned on the funds held”…
SpacBrain reads this as 303 days later than the previous record.
The clause …“Shares (as defined below) if the Corporation does not complete its initial Business Combination by December 31, 2025, or such earlier date as may be determined by the Board (the “ Termination Date ”), subject to applicable law, and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Preliminary Proxy Statement (Form PRE 14A) and Notice of Special Meeting of Stockholders, filed to solicit shareholder votes to amend Concord Acquisition Corp II’s governing documents, extend its corporate existence, and activate interim public share redemption procedures. The Board proposes amending the charter to extend the business combination deadline from March 3, 2025 to December 3, 2025, contingent on approval at a special meeting on February 28, 2025. To support the proposed transaction with Events.com, Inc.—which the Company states was introduced via a merger agreement executed on August 26, 2024—the filing authorizes an immediate redemption election for public stockholders, with a strict tender deadline of 5:00 p.m. Eastern Time on February 26, 2025. Following the May 31, 2024 extension vote that left $23,355,048 in the trust account, the Company has switched from holding trust funds in U.S. government securities to an interest-bearing demand deposit account at a bank, acknowledging this may reduce the final per-share payout. The sponsor, Concord Sponsor Group II LLC, holds 6,458,490 founder shares (70.2% of outstanding common stock) and represents it intends to vote them in favor of the extension. The filing confirms the sponsor bears an indemnity obligation to restore the trust if third-party claims deplete it below $10.00 per public share, but explicitly states the Company has not independently verified whether the sponsor possesses sufficient funds to satisfy this liability. Regarding the target, the document discloses no revenue figures, customer lists, market sizing, technology details, partnership structures, or executive personnel changes; it limits the Events.com description to the basic surviving entity structure in the proposed merger. Additionally, the Company notes it continues paying the sponsor $20,000 monthly under an administrative services agreement until a combination closes or the entity dissolves. Why it matters: The extension pauses imminent liquidation but structurally concentrates voting power in the hands of insiders, who control over 70% of the common stock and waive liquidation rights for their founder shares. Public investors face a narrow liquidity window to tender shares before late February 2025 or accept exposure to a vehicle where the Board acknowledges the current termination date is insufficient to close the deal. Because the proxy provides zero fundamental underwriting data on Events.com, shareholders must evaluate the extension purely on mechanical trust dynamics and stated sponsor commitments. The disclosure that trust interest is now sitting in a low-yield bank account, combined with the unverified sponsor indemnity and ongoing $20,000 monthly administrative drain, signals that the actual redemption value available at December 2025 could deviate downward from historical norms unless substantial redemptions occur or the deal completes.
What changed: A Form 425 regulatory submission containing a corporate press release, filed by Concord Acquisition Corp II pursuant to Rule 425 of the Securities Act of 1933 and Rule 14a-12 of the Securities Exchange Act of 1934. The filing does not adjust the redemption calendar, trust account distribution mechanism, extension options, or shareholder voting threshold. It restates that the definitive agreement to merge Events.com with CNDA was announced in August 2024 and that the Proposed Business Combination is expected to close in 2025. It provides no amendments to sponsor conduct, trust yield, or tender procedures beyond standard Rule 425 proxy solicitation participant notices that direct shareholders to CNDA’s March 1, 2024 Form 10-K for executive and director affiliation data. Why it matters: The press release announces a bolt-on acquisition ahead of the de-SPAC process, detailing how Events.com has acquired the Wonderfront Music & Arts Festival. Stephen Partridge, President and COO of Events.com, states the purchase enables the company to merge technology with live experiences, streamline operations, and leverage AI-driven event discovery tools. Paul Thornton, Founder and Executive Producer of Wonderfront, notes the partnership targets improved ticketing, guest engagement, and festival management efficiency. The filing reports the festival launched in 2019, spans more than 80 stages/acts, attracted nearly 42,000 attendees at its 2024 edition, and will return May 16-18, 2025. Events.com additionally describes its end-to-end platform suite and confirms the combined public entity will operate as Events.com under the ticker RSVP, pending listing approval. While this demonstrates the target's growth strategy and post-merger integration roadmap, the document explicitly cautions that it does not replace the forthcoming Registration Statement or Proxy Statement, which will contain the definitive redemption, conversion ratio, and voting mechanics.
What changed: A Form 8-K Current Report under Item 3.01 disclosing a Notice of Delisting and failure to satisfy NYSE American continued listing standards. On November 13, 2024, the Listings Qualifications Panel of NYSE American upheld a delisting determination initiated by the Exchange staff on September 3, 2024. The panel ruled that Concord Acquisition Corp II failed to consummate a business combination within 36 months of its initial public offering registration statement’s effectiveness. The Company chose not to request reconsideration by the full Committee for Review after a hearing held on November 7, 2024. NYSE American will finalize the removal by submitting a Form 25 notification to the SEC. Consequently, the Class A Common Stock (par value $0.0001 per share), Units, and redeemable warrants are migrating from NYSE American to over-the-counter venues effective upon filing. Why it matters: The expired 36-month combination deadline fundamentally terminates the SPAC’s merger timeline, removing any regulatory pathway to extend the business combination window or maintain a national exchange listing. For public investors, this confirms the structural shift toward potential trust liquidation, though the filing does not yet specify a redemption trigger date or per-share trust payout amount. Trading remains permitted across fragmented markets: Class A shares on OTCQX under “CNDA,” warrants trading at an $11.50 per share exercise price on OTCQB under “CNDAW,” and units on the OTC Pink Market under “CNDAU.” Chief Executive Officer Jeff Tuder signed the disclosure on November 15, 2024, signaling management’s administrative surrender of listing efforts. No claims regarding target customers, revenue, market size, technology, partnerships, or litigation appear in the filing.
What changed: Schedule 13G/A (Amendment No. 1) joint information statement under Section 13(g) of the Securities Exchange Act of 1934. Westchester Capital Management, LLC; Westchester Capital Partners, LLC; Virtus Investment Advisers, Inc.; and The Merger Fund report dropping below the five percent beneficial ownership threshold for Concord Acquisition Corp II Class A common stock as of the September 30, 2024 reportable event. Each entity lists 0 shares of sole voting power, 0 shares of shared voting power, 0 shares of sole dispositive power, and 0 shares of shared dispositive power. The filers calculate their sub-five-percent position using 2,200,303 shares outstanding, a figure they attribute to the Issuer’s Form 10-Q filed August 7, 2024. The filing contains no adjustments to trust accounting, no amendments to the stated liquidation timeline, no updates on merger execution or business combination targets, and no disclosures regarding sponsor conduct or extension voting procedures. Why it matters: Investors tracking redemption mechanics or deal progress will find this submission structurally inert: the filing explicitly certifies via Co-Presidents Roy Behren and Michael T. Shannon, and signs off through CaSaundra Wu, Chetram Persaud, and Daphne Chisolm, that the securities were acquired and are held in the ordinary course without intent to influence control. Because the document addresses exclusively institutional portfolio rebalancing, it offers zero intelligence on operating performance, customer concentration, revenue trajectories, market sizing, technological development, strategic partnerships, or active litigation. The absence of commercial or corporate governance commentary reinforces that this is a routine regulatory recalibration triggered by an ownership decline, carrying no predictive weight for shareholder redemption behavior or the ultimate transaction closing schedule.
What changed: Schedule 13G/A (Amendment No. 1) filed under the Securities Exchange Act of 1934, reporting beneficial ownership of Class A common stock, par value $0.0001 per share, of Concord Acquisition Corp II. Periscope Capital Inc., a non-U.S. investment adviser organized in Canada, reports a beneficial ownership position of 150,000 shares of Concord Acquisition Corp II Class A common stock, representing 6.8% of the class. According to the filing, this aggregate comprises 70,200 shares directly held by Periscope Capital Inc. and 79,800 shares held by certain private investment funds that Periscope manages, over which Periscope exercises shared voting power and shared dispositive power. The 6.8% figure is derived from 2,200,303 shares of common stock outstanding as of October 30, 2024, as stated in the issuer’s Form 10-Q. The amendment cites September 30, 2024, as the triggering event date and was signed on November 13, 2024, by Lisa Shostack, General Counsel. Why it matters: Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing provides no substantive updates or mechanical disclosures. It contains no references to merger targets, business combination timelines, shareholder approval thresholds, trust account balances, deadline extensions, or sponsor behavior. Regarding strategy and personnel conduct, Lisa Shostack, General Counsel, certifies that the securities were not acquired and are not held for the purpose of, or with the effect of, changing or influencing control of Concord Acquisition Corp II, nor were they acquired in connection with any transaction having that purpose, other than activities solely in connection with a nomination under § 240.14a-11. As a routine passive institutional ownership disclosure, the filing confirms stable, non-controlling capital allocation by Periscope Capital Inc. and its managed funds, but offers no actionable intelligence on the mechanics of the announced deal or the December 31, 2026 expiration window.
What changed: A Schedule 13G disclosure statement filed pursuant to Rule 13d-1(b) by an investment adviser reporting passive beneficial ownership of common stock. Karpus Investment Management reported that, as of September 30, 2024, it beneficially owns 576,973 shares of Concord Acquisition Corp II common stock, representing 6.27% of the outstanding class. The filing attributes sole voting and sole dispositive power over these shares to Karpus Investment Management, with zero shared voting or dispositive power. The report clarifies that the shares are owned directly by accounts managed by the firm and notes established informational barriers between Karpus Investment Management and its ultimate parent, City of London Investment Group plc, such that voting and investment power is exercised independently without attribution. The certification is signed by Chief Compliance Officer Jodi L. Hedberg. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing introduces no changes to those mechanics. The reporting person explicitly certifies that the securities were acquired and are held in the ordinary course of business and were not acquired to influence or change control of the issuer, nor were they held in connection with any transaction having that purpose. The 576,973-share block (6.27%) therefore reflects a passive institutional position that does not signal coordinated redemptions, suggest sponsor stress, indicate an extension vote, or affect business combination execution. Beyond standard fiduciary disclosures, the document locates the issuer's principal executive offices at 477 Madison Avenue, New York, NY 10022, identifies the reporting person's principal business office at 183 Sully's Trail, Pittsford, New York 14534, and names U.S. citizen members of the Karpus Management Committee. It contains no claims, projections, or factual assertions regarding customer contracts, revenue streams, market sizing, strategic initiatives, proprietary technology, partnership arrangements, litigation exposure, or personnel appointments.
What changed: SEC Schedule 13G/A (Amendment No. 1) designating a routine compliance exit filing by an affiliate investment group. Per the Explanatory Note and Item 4(a) filed on November 12, 2024, the Reporting Persons (Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investments, LLC; and Frederick V. Fortmiller, Jr.) stated that as of September 30, 2024, they ceased to be beneficial owners of more than five percent of the Class A common stock, holding zero shares and representing 0% of the class. The filers attribute this reduction entirely to their own prior disposition of the securities before the event date. Why it matters: This amendment updates the public registry of significant holders but contains no provisions affecting the business combination deadline, redemption mechanics, trust account composition, extension voting, or sponsor conduct. As the filers themselves certify that the securities were neither acquired nor held to change or influence control, and because the document discloses no information regarding customers, revenue streams, market size, strategic initiatives, technology developments, partnership agreements, litigation exposure, or executive personnel changes, it provides no actionable signal for investors monitoring deal execution or liquidity windows. The only operative fact is the complete withdrawal of the Harraden Circle entities from the public float as reported by the Reporting Persons.
What changed: Schedule 13G initial filing reporting beneficial ownership of Class A Common Stock in Concord Acquisition Corp II as of September 30, 2024. According to the filing submitted November 06, 2024, Morgan Stanley and Morgan Stanley Smith Barney LLC each report beneficial ownership of 180,000 shares of Class A Common Stock, representing 7.6% of the class. Both entities disclose zero sole voting power and zero sole dispositive power, while sharing voting and dispositive power over all reported shares. Morgan Stanley certifies via Authorized Signatory Christopher O’Hara, and Morgan Stanley Smith Barney LLC certifies via Authorized Signatory David Galasso, that the securities were acquired and are held in the ordinary course of business and were not acquired to influence or change control of the issuer. Exhibit 99.2 identifies Morgan Stanley Smith Barney LLC as a wholly-owned subsidiary responsible for the holdings. Why it matters: This filing establishes formal regulatory notice for two large financial intermediaries crossing the five-percent ownership threshold ahead of the December 31, 2026 merger deadline. Because both filers report shared discretion rather than sole authority and certify ordinary-course client account management, the disclosure does not signal a coordinated redemption blocking position, a shift in sponsor conduct, or an intent to alter the timing of the announced business combination. It purely maps block composition in the public float, confirming that regulated brokerage units track these shares for client benefit without aggregating into a voting group under Section 13(d).
What changed: SEC Schedule 13G/A (Amendment No. 1) — a routine compliance exhibit filed under the Securities Exchange Act of 1934 to amend and update beneficial ownership disclosures for Concord Acquisition Corp II Class A common stock. Per this filing dated November 6, 2024, Reporting Persons Kepos Capital LP and Mark Carhart certify that as of the triggering event on September 30, 2024, they hold zero shares of Class A common stock, representing 0% of the class. Lines 5 through 9 report zero sole voting power, zero shared voting power, zero sole dispositional power, and zero shared dispositional power. On Page 6, both parties checked Item 5, explicitly stating the amendment exists because they have 'ceased to be the beneficial owner of more than five percent of the class of securities.' The document records the security’s par value at $0.0001 per share, lists the issuer’s principal executive offices at 477 Madison Avenue, New York, NY 10022, and places the Reporting Persons’ business office at 11 Times Square, 35th Floor, New York, NY 10036. Why it matters: The complete divestiture removes Kepos Capital LP from the SPAC’s institutional ownership register, eliminating any former voting weight or coordinated redemption leverage previously tied to their block. According to the certification executed by General Counsel Simon Raykher and Managing Member Mark Carhart, the disclosed positions were held solely in the ordinary course of business with no acquired intent to change or influence control of the issuer. The filing itself does not restate trust account balances or business combination deadlines; it contains only regulatory ownership metrics, corporate addresses, and procedural Exchange Act certifications. While the exit does not mechanically alter CNDA’s operational timeline or sponsor fiduciary posture, the descent to zero shares signals a terminal allocation shift by a prior multi-percent holder and confirms no active institutional alignment remains at this reporting layer.
What changed: Form 10-Q quarterly report for the period ended September 30, 2024, filed by Concord Acquisition Corp II (CNDA), a SPAC that has announced a merger with Events.com, Inc. Trust account balance fell from $153.9M at Dec 31, 2023 to $23.7M at Sep 30, 2024 after 12.5M shares redeemed at ~$10.61 in May 2024. Redemption value per share was $10.76 at Sep 30. Deadline extended to March 3, 2025. Merger agreement with Events.com signed Aug 26, 2024, with consideration based on $314.1M plus interim financing. Sponsor agreed to forfeit 1M Class B shares at closing. Capital Contribution Note (fair value $4.5M) recorded. Excise tax payable of $2.7M, of which $1.36M due Oct 2024, with insufficient cash. The company was delisted from NYSE American and now trades on OTC markets. Net loss of $4.5M for Q3. Going concern doubt raised. Why it matters: Trust per share is $10.76, deadline is March 3, 2025. The deal with Events.com requires at least $30M available closing cash, which depends on further redemptions. Sponsor conduct includes forfeiture of 1M shares and non-redemption agreements. Excise tax liability and limited working capital pose risks to closing. The filing provides updated trust value, redemption mechanics, and deal terms for investors evaluating redemption or holding.
What changed vs 2024-08-07trust $23.4M → $23.7M +1%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $23.4M$23.7M
- Combination deadline
- 2025-03-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $600K · unchanged
- Redeemable shares
- 2.20M · unchanged
SpacBrain reads this as $252,558 was added to the trust between the two filings.
The clause …“expenses 164,607 10,680 Total Current Assets 920,351 377,116 Cash held in Trust Account 23,700,403 153,928,848 Total Assets $ 24,620,754 $ 154,305,964 Liabilities and Stockholders’ Deficit Due”…
The clause …“dissolution of the Company. Although the Company intends to consummate a Business Combination on or before March 3, 2025, or during any Extension Period, it is uncertain whether the Company will be able to consummate a Business”…
The clause …“accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur and potential subsequent dissolution, as”…
The clause …“$ 600,000 under the Capital Contribution Note (see Note 6) and subsequently borrowed $ 600,000 under a Promissory Note (see Note 3). On May 31, 2024, the Company issued an unsecured promissory note (the “Note”) in the principal amount”…
The clause …“200,000,000 shares authorized; 0 shares issued and outstanding, excluding 2,200,303 and 14,699,019 shares subject to possible redemption at September 30, 2024 and December 31, 2023, respectively — — Class B common stock, $”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Current Report on Form 8-K announcing that OTC Markets Group has accepted Concord Acquisition Corp II onto the OTCQX® Best Market effective October 11, 2024, alongside the commencement of trading for its equity and warrant securities across OTC Markets platforms. Per Item 8.01 and attached Press Release Exhibit 99.1, Concord Acquisition Corp II's Class A Common Stock, par value $0.0001 per share, began trading on OTCQX under the symbol "CNDA" on October 11, 2024, following prior trading on NYSE American. The company's units (each comprising one share of Class A Common Stock and one-third of one redeemable warrant) continue trading on the Pink Market under symbol "CNDAU". The company's redeemable warrants, each exercisable for one share at $11.50 per share, commenced trading on OTCQB under symbol "CNDAW" on October 21, 2024. The filing discloses no alterations to the redemption calendar, trust balance mechanisms, target acquisition status, or sponsor agreements. Why it matters: The venue migration shifts trading infrastructure away from a national exchange to OTC Markets tiers, which alters order routing, investor quote access, and potential liquidity dynamics without modifying contractual SPAC rights. According to OTC Markets Group, qualification requires meeting high financial standards, adhering to best-practice corporate governance, and demonstrating compliance with applicable securities laws, which may signal ongoing disclosure integrity to shareholders. For redemption tracking, the exchange move carries no impact on the statutory deadline or per-share trust entitlements outlined in the original prospectus.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.