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): ~~February~~March 2821, 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	CNDAU	OTC Pink
Class A Common Stock, par value $0.0001 per share	CNDA	~~OTCQX~~OTC Pink
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	CNDAW	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 54.0301. ~~Amendments~~Changes ~~to Articles of Incorporation or Bylaws; Change~~ in ~~Fiscal~~Registrant’s ~~Year.~~Certifying Accountant

On ~~February~~March 2821, 2025, ~~Concord~~ Concord Acquisition Corp II (the “Company”) ~~held~~was anotified ~~special~~by ~~meeting~~Marcum ofLLP ~~stockholders~~ (~~the~~ “~~Special Meeting~~Marcum”). ~~As approved~~that byMarcum ~~its~~resigned ~~stockholders~~as at the ~~Special~~independent registered ~~Meeting,~~accounting ~~the~~firm ~~Company filed an amendment to its amended and restated certificate~~ of ~~incorporation with~~ the ~~Delaware~~Company. ~~Secretary~~On ofNovember ~~State on February 28~~1, ~~2025 (the “Charter Amendment”)~~2024, toCBIZ ~~extend~~CPAs ~~the~~P.C. ~~date~~acquired ~~by which~~ the ~~Company has~~attest ~~to consummate a~~ business ~~combination~~of ~~from~~Marcum. On March 321, 2025 ~~(the “Termination Date”) to December 31~~, upon ~~2025,~~Marcum’s orresignation ~~such~~as ~~earlier date~~auditors asof ~~may~~the beCompany ~~determined~~and bywith the ~~board~~approval of ~~directors of~~ the Company’s ~~(the~~Board ~~“Extended~~of ~~Date”).~~Directors, ~~The~~CBIZ ~~foregoing description is qualified~~CPAs inP.C. ~~its~~was ~~entirety~~engaged byas ~~reference to~~ the ~~Charter~~Company’s ~~Amendment,~~independent aregistered ~~copy~~public ofaccounting ~~which is attached as Exhibit 3~~firm.~~1 hereto and is incorporated by reference herein.~~

~~Item~~The reports ~~5.07.~~of ~~Submission~~Marcum regarding the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of ~~Matters~~opinion and were not qualified or modified as to auncertainty, ~~Vote~~audit ofscope, ~~Security~~or accounting ~~Holders~~principles, except that the reports included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.

OnDuring the ~~February~~fiscal 28years ended December 31, ~~2025,~~ ~~the~~2024 ~~Company~~and ~~held~~December ~~the~~31, ~~Special~~2023, ~~Meeting.~~and Onthrough ~~January~~March 21, 2025, the ~~record~~ date ~~for~~of ~~the~~Marcum’s ~~Special Meeting~~resignation, there were ~~2,200,303 shares~~(a) ofno ~~Class~~disagreements A(as ~~common~~defined ~~stock,~~in ~~par~~Item ~~value~~304(a)(1)(iv) ~~$0.0001~~of ~~per~~Regulation ~~share,~~S-K and ~~7,002,438~~the ~~shares~~related instructions) with Marcum on any matter of ~~Class~~accounting Bprinciples ~~common~~or ~~stock~~practices, ~~par~~financial ~~value~~statement ~~$0.0001~~disclosure, ~~per share~~or auditing scope or procedures, ofwhich ~~the~~disagreements, ~~Company~~if ~~entitled~~not resolved to bethe ~~voted~~satisfaction atof ~~the~~Marcum, ~~Special~~would ~~Meeting.~~have Atcaused ~~the~~Marcum ~~Special~~to ~~Meeting,~~make ~~7,521,522~~reference ~~shares~~to ofsuch ~~Class~~disagreement Ain ~~common~~its ~~stock~~ report and ~~Class~~(b) Bno ~~common~~“reportable events” ~~stock,~~(as ~~voting~~defined ~~together~~in asItem 304(a)(1)(v) ~~class,~~ of Regulation S-K and the ~~Company~~related orinstructions), ~~approximately~~except ~~82%~~for ofthe material weakness in the Company’s ~~shares~~internal ~~entitled~~control toover ~~vote~~financial atreporting related to the accounting for complex ~~Special~~financial ~~Meeting~~instruments, ~~were~~as ~~represented~~reported in ~~person~~the orCompany’s byAnnual ~~proxy~~Reports on Form 10-K for the years ended December 31, 2024 and December 31, 2023.

~~Charter~~During ~~Amendment~~the fiscal years ended December 31, 2024 and December 31, 2023, and through March 21, 2025, the date of Marcum’s resignation, neither the Company nor anyone on the Company’s behalf consulted with CBIZ CPAs P.C. regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ CPAs P.C. on the Company’s consolidated financial statements, and CBIZ CPAs P.C. did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions), as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The ~~stockholders~~Company ~~approved~~provided Marcum with a copy of this ~~the~~Current ~~Charter~~Report ~~Amendment~~on Form 8-K prior to ~~extend~~its filing with the ~~date~~U.S. bySecurities ~~which~~and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company ~~has~~with a letter addressed to ~~consummate~~the SEC, pursuant to Item 304(a)(3) ~~business~~of ~~combination~~Regulation ~~from~~S-K, stating whether it agrees with the ~~Termination~~above ~~Date~~statements toand, if it does not agree, the ~~Extended~~ ~~Date~~respects in which it does not agree. ~~The~~A ~~voting~~copy ~~results~~of ~~were~~the letter, dated March 24, 2025, is filed as ~~follows:~~Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
6,863,295		658,227		0		0

Item 8.01. Other Events.

In connection with the votes to approve the proposal above, the holders of 2,191,753 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 $10.84 per share, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $92,709 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 February 28, 2025.
16.1		Letter from Marcum LLP, dated March 24, 2025.
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: March 524, 2025

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