Concord Acquisition Corp II-A 2026年季度报告

FORM10-Q For the quarterly period ended March31,2026 OR Not Applicable (Former name or former address, if changed since last report) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May 11, 2026, there were 8,550 shares of ClassA common stock, par value $0.0001 per share, and 7,002,438 shares of ClassB common stock,par value $0.0001 per share, issued and outstanding. CONCORD ACQUISITION CORP IIQUARTERLY REPORT ON FORM 10-Q Table of Contents Item1.Condensed Consolidated Financial Statements1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations (Unaudited)2Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)3Condensed Consolidated Statements of Cash Flows (Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 3.Quantitative and Qualitative Disclosures About Market Risk34Item 4.Controls and Procedures34 PART II. OTHER INFORMATION Item 1.Legal Proceedings35Item 1A.Risk Factors35Item 2.Unregistered Sales of Equity Securities and Use of Proceeds35Item 3.Defaults Upon Senior Securities36Item 4.Mine Safety Disclosures36Item 5.Other Information36Item 6.Exhibits37 PART I. FINANCIAL INFORMATION CONCORD ACQUISITION CORP IICONDENSED CONSOLIDATED BALANCE SHEETS March31,December31,20262025(unaudited)AssetsCash$64,925$196,869Prepaid income and other taxes30,79231,592Prepaid expenses54,41726,006Total Current Assets150,134254,467Cash held in Trust Account99,98099,373Total Assets$250,114$353,840 CONCORD ACQUISITION CORP IICONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) For the Three Months EndedMarch31,20262025Operating costs$313,561$474,341Loss from operations(313,561)(474,341)Other income (expense):Income from cash held in Trust Account607134,016Change in fair value of Capital Contribution Note486,492843,902Change in fair value of warrant liability(260,860)(1,473,658)Total other income (expense), net226,239(495,740)Loss before provision for income taxes(87,322)(970,081)Provision for income taxes—(20,893)Net loss$(87,322)$(990,974)Basic and diluted weighted average shares outstanding, Class A common stocksubject to possible redemption8,5501,542,777Basic and diluted net loss per share, Class A common stock subject to possibleredemption$(0.01)$(0.12)Basic and diluted weighted average shares outstanding, Class B common stock7,002,4387,002,438Basic and diluted net loss per share, Class B common stock$(0.01)$(0.12) CONCORD ACQUISITION CORP IICONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT(Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2026 The accompanying notes are an integral part of these condensed consolidated financial statements. CONCORD ACQUISITION CORP IICONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) For the ThreeMonths Ended March31,20262025Cash flows from operating activities:Net loss$(87,322)$(990,974)Adjustments to reconcile net loss to net cash used in operating activities:Income from cash held in Trust Account(607)(134,016)Changes in fair value of Capital Contribution Note(486,492)(843,902)Changes in fair value of warrant liability260,8601,473,658Changes in operating assets and liabilities:Prepaid expenses(28,411)(221,054)Excise tax payable136,904(184,759)Due to related party60,21360,138Prepaid income and other taxes80020,893Accounts payable and accrued expenses12,111129,220Net cash used in operating activities(131,944)(690,796) CONCORD ACQUISITION CORP IINOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMARCH31,2026(UNAUDITED) NOTE1— ORGANIZATION, BUSINESS OPERA