Concord Acquisition Corp II (CNDA) extends business combination deadline to 2026

Rhea-AI Filing Summary

Concord Acquisition Corp II stockholders approved an amendment to extend the deadline to complete a business combination from December 31, 2025 to December 31, 2026.

At the special meeting, 6,483,505 Class A and Class B shares, representing about 92% of shares entitled to vote, were present in person or by proxy, and 6,483,503 votes were cast in favor of the extension, with 2 against.

No holders of Class A common stock chose to redeem in connection with the vote, and approximately $99,263.38 remained in the company’s trust account.

Insights

SPAC and corporate governance analyst

Concord’s SPAC received strong stockholder support to extend its deal deadline by one year.

Concord Acquisition Corp II obtained stockholder approval to amend its charter so it can pursue a business combination until December 31, 2026, instead of December 31, 2025. This keeps the special purpose acquisition company active for an additional year to seek and close a suitable transaction.

Engagement and support were high: 6,483,505 Class A and Class B shares, about 92% of those entitled to vote, were represented, and 6,483,503 votes favored the extension, with only 2 against. This indicates broad alignment among voting holders with maintaining the SPAC structure and timeline.

Importantly, no Class A common stockholders redeemed shares in connection with the vote, and about $99,263.38 remained in the trust account. Future company communications would need to describe any proposed business combination and related effects before the new December 31, 2026 deadline.

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event Reported): December 16, 2025

Concord Acquisition Corp II

(Exact name of registrant as specified in its charter)

Delaware  (State or other jurisdiction
of incorporation) 001-40773  (Commission File Number) 86-2171101 (I.R.S. Employer
Identification No.)

477 Madison Avenue New York, NY (Address of principal executive offices)  10022 (Zip Code) 

(212) 883-4330
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant		CNDA.U		OTCID
Class A Common Stock, par value $0.0001 per share		CNDA		OTCID
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50		CNDA.WS		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 16, 2025, Concord Acquisition Corp II (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As approved by its stockholders at the Special Meeting, the Company filed an amendment to its amended and restated certificate of incorporation with the Delaware Secretary of State on December 16, 2025 (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination from December 31, 2025 (the “Termination Date”) to December 31, 2026 (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 December 16, 2025, the Company held the Special Meeting. On December 2, 2025, the record date for the Special Meeting, there were 8,550 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, 6,483,505 shares of Class A common stock and Class B common stock, voting together as a class, of the Company or 92% 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 extend the date by which the Company has to consummate a business combination from the Termination Date to the Extended Date. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
6,483,503		2		0		0

Item 8.01. Other Events.

In connection with the votes to approve the proposal above, none of the holders of Class A common stock of the Company exercised its right to redeem its shares for cash, leaving approximately $99,263.38 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 December 16, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 December 17, 2025

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