UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on August 23, 2023, Concord Acquisition Corp II (the “Company”) and Concord Sponsor Group II LLC (the “Sponsor”), the Company’s sponsor, entered into one or more agreements (“Non-Redemption Agreements”) with one or more third parties in exchange for them agreeing not to redeem shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Special Meeting”) to approve, among other things, an extension of time for the Company to consummate an initial business combination from September 3, 2023 (the “Termination Date”) to June 3, 2024, or such earlier date as may be determined by the Company’s board of directors (such later date, the “Extended Date”). The Company and the Sponsor have since entered into additional Non-Redemption Agreements with additional holders of Class A Common Stock. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to (i) allocate to such investors an aggregate of 2,326,496 shares of Class A Common Stock (the “Promote Shares”) and (ii) surrender and forfeit to the Company for no consideration of a number of shares of Class B common stock, par value $0.0001 per share, of the Company equal to the number of Promote Shares upon closing of the initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement previously filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated August 23, 2023 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Special Meeting on August 29, 2023, the Company filed an amendment to its amended and restated certificate of incorporation with the Delaware Secretary of State on August 29, 2023 (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination from the Termination Date to the Extended Date. The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 29, 2023, the Company held the Special Meeting. On August 7, 2023, the record date for the Special Meeting, there were 28,009,750 shares of Class A common stock, par value $0.0001 per share, and 7,002,438 shares of Class B common stock, par value $0.0001 per share, of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 31,720,927 shares of Class A common stock and Class B common stock, voting together as a class, of the Company or 90.60% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.
Charter Amendment
The stockholders approved the Charter Amendment to (1) extend the date by which the Company has to consummate a business combination from the Termination Date to the Extended Date and (2) remove the Redemption Limitation (as defined in the charter) to allow the Company to redeem public shares notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
| 28,259,098 | 3,440,229 | 21,600 | N/A |
Item 8.01. Other Events.
In connection with the votes to approve the proposal above, the holders of 13,310,731 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.35 per share, for an aggregate redemption amount of approximately $137,792,552, leaving approximately $152,164,096 in the trust account.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Concord Acquisition Corp II, dated August 29, 2023. | |
| 10.1 | Form of Non-Redemption Agreement and Assignment of Economic Interest (incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K on August 23, 2023). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONCORD ACQUISITION CORP II | |||
| By: | /s/ Jeff Tuder | ||
| Name: | Jeff Tuder | ||
| Title: | Chief Executive Officer | ||
Date: September 5, 2023