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~~ report (Date of earliest event ~~reported~~Reported): ~~March~~December 2116, 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~~CNDA.U	~~OTC Pink~~OTCID
Class A Common Stock, par value $0.0001 per share	CNDA	~~OTC Pink~~OTCID
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	~~CNDAW~~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 45.0103. ~~Changes~~Amendments into ~~Registrant’s~~Articles ~~Certifying~~of ~~Accountant~~Incorporation or Bylaws; Change in Fiscal Year.

On December ~~March 21~~16, 2025, Concord Acquisition Corp II (the “Company”) ~~was~~held ~~notified~~a byspecial ~~Marcum~~meeting ~~LLP~~of stockholders (the “~~Marcum~~Special Meeting”). ~~that~~As ~~Marcum~~approved ~~resigned~~by asits ~~the~~stockholders ~~independent registered~~at ~~accounting~~the ~~firm~~Special ofMeeting, the Company. Onfiled ~~November~~an 1,amendment ~~2024,~~to ~~CBIZ~~its ~~CPAs~~amended ~~P.C.~~and ~~acquired~~restated certificate of incorporation with the ~~attest~~Delaware ~~business~~Secretary of ~~Marcum.~~State Onon ~~March~~December 2116, 2025 (the “Charter Amendment”), ~~upon~~ ~~Marcum’s~~to ~~resignation~~extend asthe date ~~auditors~~by ofwhich the Company ~~and~~has ~~with~~to ~~the~~consummate ~~approval~~a ofbusiness combination from December 31, 2025 (the ~~Company’s~~“Termination ~~Board~~Date”) to ofDecember ~~Directors~~31, ~~CBIZ~~2026 ~~CPAs P~~(the “Extended Date”).C. ~~was~~The ~~engaged~~foregoing asdescription is qualified in its entirety by reference to the ~~Company’s~~Charter ~~independent~~Amendment, ~~registered~~a ~~public~~copy ~~accounting~~of ~~firm~~which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

~~The reports~~Item of5.07. ~~Marcum~~Submission ~~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 ~~opinion~~Matters ~~and were not qualified or modified as~~ to ~~uncertainty,~~a ~~audit~~Vote ~~scope,~~of ~~or accounting~~Security ~~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~~Holders.

~~During~~On ~~the fiscal years ended~~ December 3116, ~~2024~~2025, ~~and~~the ~~December~~Company ~~31,~~held ~~2023,~~the ~~and~~Special ~~through~~Meeting. ~~March~~On 21December 2, 2025, the record date offor ~~Marcum’s~~the ~~resignation~~Special Meeting, there were ~~(a)~~8,550 shares ~~no disagreements (as defined in Item 304(a)(1)(iv)~~ of ~~Regulation~~Class A ~~S-K~~common ~~and~~stock, ~~the~~par ~~related~~value ~~instructions)~~$0.0001 ~~with~~per ~~Marcum on any matter of accounting principles or practices~~share, ~~financial~~and ~~statement disclosure~~7,002,438 orshares ~~auditing~~of ~~scope~~Class B orcommon ~~procedures~~stock, ~~which~~par ~~disagreements,~~value ~~if not resolved~~$0.0001 toper ~~the~~share, ~~satisfaction~~ of ~~Marcum,~~the ~~would~~Company ~~have~~entitled ~~caused Marcum~~ to ~~make~~be ~~reference~~voted toat ~~such~~the ~~disagreement~~Special inMeeting. ~~its~~At ~~report~~the ~~and~~Special ~~(b)~~Meeting, no6,483,505 ~~“reportable~~shares ~~events” (as defined in Item 304(a)(1)(v)~~ of ~~Regulation~~Class A ~~S-K~~common stock and ~~the~~Class B ~~related~~common ~~instructions)~~stock, ~~except~~voting ~~for~~together ~~the~~as ~~material~~a ~~weakness~~class, inof the Company’s ~~internal~~or ~~control over financial reporting related to the accounting for complex~~92% ~~financial~~of ~~instruments, as reported in~~ the ~~Company’s~~shares ~~Annual~~entitled ~~Reports~~to onvote ~~Form~~at ~~10-K for~~ the ~~years~~Special ~~ended~~Meeting ~~December~~were ~~31,~~represented ~~2024~~in ~~and~~person ~~December 31,~~or ~~2023~~by proxy.

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

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~~December 2417, 2025

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