0001193125-24-030294.txt : 20240209 0001193125-24-030294.hdr.sgml : 20240209 20240209171058 ACCESSION NUMBER: 0001193125-24-030294 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 GROUP MEMBERS: KOCH INDUSTRIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Concord Acquisition Corp II CENTRAL INDEX KEY: 0001851959 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 862171101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92843 FILM NUMBER: 24616096 BUSINESS ADDRESS: STREET 1: 477 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-883-4330 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRING CREEK CAPITAL LLC CENTRAL INDEX KEY: 0001451531 ORGANIZATION NAME: IRS NUMBER: 030572769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 BUSINESS PHONE: 3168288310 MAIL ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 SC 13G/A 1 d772049dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Concord Acquisition Corp II

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

20607U108

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP: 20607U108

Page 2 of 6

 

 1   

 NAMES OF REPORTING PERSONS

 

 Spring Creek Capital, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 450,000 (1)

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 450,000 (1)

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 450,000 (1)

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 3.06%

12  

 TYPE OF REPORTING PERSON

 

 OO

 

(1)

Represents 450,000 shares of Class A Common Stock, par value $0.0001 per share (“Public Shares”), of Concord Acquisition Corp II (the “Issuer”)

CUSIP: 20607U108

Page 3 of 6

 

 1   

 NAMES OF REPORTING PERSONS

 

 Koch Industries, Inc.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Kansas

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 450,000 (1)

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 450,000 (1)

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 450,000 (1)

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 3.06%

12  

 TYPE OF REPORTING PERSON

 

 CO

 

(1)

Represents 450,000 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. by virtue of its indirect ownership of Spring Creek Capital, LLC.

CUSIP: 20607U108

Page 4 of 6

 

Item 1(a). Name of Issuer: Concord Acquisition Corp II (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Officers: 477 Madison Avenue, New York, NY 10022

Item 2(a). Name of Person Filing:

Spring Creek Capital, LLC (“Spring Creek”)

SCC Holdings, LLC (“SCC”)

KIM, LLC (“KIM”)

Koch Investments Group, LLC (“KIG”)

Koch Investments Group Holdings, LLC (“KIGH”)

Koch Industries, Inc. (“Koch Industries”)

(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons is:

4111 E. 37th Street North

Wichita, KS 67220

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Class A Common Stock, par value $0.0001 per share (“Public Shares”).

Item 2(e). CUSIP No.: 20607U108

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 14,699,019 Public Shares outstanding as of November 6, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.

(c) Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

 

  (ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.

Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x]

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

CUSIP: 20607U108

Page 5 of 6

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP: 20607U108

Page 6 of 6

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024

 

Spring Creek Capital, LLC

By:   /s/ Raffaele G. Fazio
Name:   Raffaele G. Fazio
Title:   Vice President and Secretary

SCC Holdings, LLC

By:   /s/ Raffaele G. Fazio
Name:   Raffaele G. Fazio
Title:   Secretary

KIM, LLC

By:   /s/ Raffaele G. Fazio
Name:   Raffaele G. Fazio
Title:   Vice President and Secretary

Koch Investments Group, LLC

By:   /s/ Raffaele G. Fazio
Name:   Raffaele G. Fazio
Title:   Secretary

Koch Investments Group Holdings, LLC

By:   /s/ Raffaele G. Fazio
Name:   Raffaele G. Fazio
Title:   Secretary

Koch Industries, Inc.

By:   /s/ Raffaele G. Fazio
Name:   Raffaele G. Fazio
Title:   Assistant Secretary