Filed by Concord Acquisition Corp II
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Concord Acquisition Corp II
Commission File No.: 001-40773
Date: September 3, 2024
Events.com Charts Dynamic Course Amid Strategic
Transition
Exploring Nasdaq Listing as a Key Step in Growth
Strategy
LA JOLLA, Calif. – September 3, 2024 – Events.com
and Concord Acquisition Corp II (NYSE: CNDA) (“Concord”) are continuing their public path together through the signing of
a definitive agreement and plan of merger announced last week. This proposed combination marks a significant milestone in Events.com's
journey to become a publicly traded company. While the NYSE American has initiated proceedings, which may delist Concord's securities
due to timing constraints, given the defined timelines, this development was anticipated and planned for as part of a comprehensive strategy
to enter the public markets.
The proposed business combination with Concord Acquisition Corp II
is valued at a pre-money equity value of $314 million, with an implied pro forma enterprise value of $399 million. This transaction, which
includes a $100 million Share Subscription Facility from Gem Global Yield LLC SCS is expected to provide resources to accelerate Events.com’s
growth strategy through acquisitions, partnerships, and organic initiatives.
Events.com and Concord remain confident in the path forward and they
are actively pursuing an alternative listing option with Nasdaq. This flexibility ensures Events.com is well-positioned to continue its
growth trajectory and deliver on its commitment to innovation and excellence.
Regardless of the outcome, whether Events.com is eventually listed
on the NYSE or Nasdaq, it plans to trade under the reserved “RSVP” ticker. This proactive approach underscores Events.com’s
commitment to completing its proposed business combination and ensuring a robust presence in the public markets.
Additional information about the Proposed Business
Combination, including a copy of the Merger Agreement, will be provided in a Current Report on Form 8-K to be filed by CNDA with the U.S.
Securities and Exchange Commission (the “SEC”) and available at www.sec.gov. The Events.com
investor presentation can be found here. The announcement of the merger can be found here.
About Events.com
Events.com powers a two-sided marketplace and
platform that helps passionate individuals create, promote, discover, and enjoy events. Events.com’s platform helps event organizers
seamlessly execute their events and allows event goers to discover, interact, and transact with the events they love. The Company offers
a robust ecosystem that supports millions of event creators worldwide, catering to various interests. From the prestigious All-In Summit,
the world’s leading podcast for business, technology, and investing, to the vibrant 100,000-person Renaissance Festival in Florida,
the exclusive Club Getaway featured on Bravo, the event calendar on NewYork.com, the transformative Archangel Summit, and movie experiences
at the iconic Mayfair Theatre in Ottawa—Events.com technology is the driving force behind unforgettable moments worldwide.
For additional information, please visit events.com
About Concord Acquisition Corp II (CNDA)
Concord Acquisition Corp II is a special purpose
acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses in the financial services or financial technology industries. It is sponsored
by Concord Sponsor Group II LLC, an entity affiliated with Atlas Merchant Capital LLC, an investment firm that offers debt and equity
investment strategies, seeking long-term value through differentiated expertise in financial services and credit markets.
For additional information, please visit cnda.concordacquisitioncorp.com.
About Atlas Merchant Capital
Atlas Merchant Capital LLC, founded in 2013 by
Bob Diamond and David Schamis, is an alternative asset management company with approximately $1.3 billion in assets under management as
of December 31, 2022, and over $3 billion in capital raised through its fund vehicles and co-investments. Atlas invests globally in compelling
opportunities, particularly within the financial services sector, through a diverse range of funds, including private equity, credit opportunities,
and SPAC-focused public equity funds. The firm’s investment strategy is rooted in a long-term, partnership-based approach, leveraging
its deep operating and technical expertise. Atlas’s executive team brings decades of experience from top-tier global financial institutions,
including Barclays Capital, Cerberus Capital Management, Citigroup, J.C. Flowers & Co, and Fortress Investment Group.
For additional information, please visit https://www.atlasmerchantcapital.com.
Investor and Media Relations Contact
Gateway Group, Inc.
949.574.3860.
Events.com@gateway-grp.com
Forward-Looking Statements
Certain statements included in this press release
are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release are
forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements
by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,”
“may,” “target,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events
or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements include, without limitation, CNDA’s, Events.com’s, or their respective management teams’
expectations concerning the outlook for their or Events.com’s business, productivity, plans, and goals for future operational improvements
and capital investments, operational performance, future market conditions, or economic performance and developments in the capital and
credit markets and expected future financial performance, including expected net proceeds, expected additional funding, the percentage
of redemptions of CNDA’s public stockholders, growth prospects and outlook of Events.com’s operations, individually or in
the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of Events.com’s
projects, as well as any information concerning possible or assumed future results of operations of Events.com. Forward-looking statements
also include statements regarding the expected benefits of the Proposed Business Combination. The forward-looking statements are based
on the current expectations of the respective management teams of Events.com and CNDA, as applicable, and are inherently subject to uncertainties
and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been
anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all,
which may adversely affect the price of CNDA’s securities; (ii) the risk that the Proposed Business Combination may not be completed
by CNDA’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if
sought by CNDA; (iii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including the adoption
of the Merger Agreement by the stockholders of CNDA and Events.com and the receipt of certain regulatory approvals; (iv) market risks;
(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vi) the
effect of the announcement or pendency of the Proposed Business Combination on Events.com’s business relationships, performance,
and business generally; (vii) risks that the Proposed Business Combination disrupts current plans of Events.com and potential difficulties
in its employee retention as a result of the Proposed Business Combination; (viii) the outcome of any legal proceedings that may be instituted
against Events.com or CNDA related to the Merger Agreement or the Proposed Business Combination; (ix) failure to realize the anticipated
benefits of the Proposed Business Combination; (x) the inability to maintain the listing of CNDA’s securities or to meet listing
requirements and maintain the listing of PubCo’s securities on the NYSE American; (xi) the risk that the price of PubCo’s
securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Events.com plans
to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics,
national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure;
(xii) the inability to implement business plans, forecasts, and other expectations after the completion of the Proposed Business Combination,
identify and realize additional opportunities, and manage its growth and expanding operations; (xiii) the risk that Events.com may not
be able to successfully develop its assets, including expanding the product offerings and implementing the acquisition plan (xiv) the
risk that Events.com will be unable to raise additional capital to execute its business plan, which many not be available on acceptable
terms or at all; (xv) political and social risks of operating in the U.S. and other countries; (xvi) the operational hazards and risks
that Events.com faces; and (xvii) the risk that additional financing in connection with the Proposed Business Combination may not be raised
on favorable terms. The foregoing list is not exhaustive, and there may be additional risks that neither CNDA nor Events.com presently
knows or that CNDA and Events.com currently believe are immaterial. You should carefully consider the foregoing factors, any other factors
discussed in this press release and the other risks and uncertainties described in the “Risk Factors” section of CNDA’s
Annual Report on Form 10-K for the year ended December, 31, 2023, which was filed with the SEC on March 1, 2024, the risks to be described
in the registration statement on Form S-4 to be filed by CNDA with the SEC in connection with the Proposed Business Combination (the “Registration
Statement”), which will include a preliminary proxy statement/prospectus, and those discussed and identified in filings made with
the SEC by CNDA and PubCo from time to time. Events.com and CNDA caution you against placing undue reliance on forward-looking statements,
which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking
statements set forth in this press release speak only as of the date of this press release. None of Events.com, CNDA, or PubCo undertakes
any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the
event that any forward-looking statement is updated, no inference should be made that Events.com, CNDA, or PubCo will make additional
updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other
important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions
of significant risk factors, may appear, up to the consummation of the Proposed Business Combination, in CNDA’s or PubCo’s
public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.
Important Information for Investors and Shareholders
In connection with the Proposed Business Combination,
CNDA intends to file with the SEC the Registration Statement, which will include a prospectus with respect to PubCo’s securities
to be issued in connection with the Proposed Business Combination and a proxy statement to be distributed to holders of CNDA’s common
stock in connection with CNDA’s solicitation of proxies for the vote by CNDA’s stockholders with respect to the Proposed Business
Combination and other matters to be described in the Registration Statement (the “Proxy Statement”). After the SEC declares
the Registration Statement effective, CNDA plans to file the definitive Proxy Statement with the SEC and to mail copies to stockholders
of CNDA as of a record date to be established for voting on the Proposed Business Combination. This press release does not contain all
the information that should be considered concerning the Proposed Business Combination and is not a substitute for the Registration Statement,
Proxy Statement or for any other document that PubCo or CNDA may file with the SEC. Before making any investment or voting decision, investors
and security holders of CNDA and Events.com are urged to read the Registration Statement and the Proxy Statement, and any amendments or
supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Proposed
Business Combination as they become available because they will contain important information about, Events.com, CNDA, PubCo and the Proposed
Business Combination.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with
the SEC by PubCo and CNDA through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by PubCo and CNDA
may be obtained free of charge from CNDA’s website at cnda.concordacquisitioncorp.com or by directing a request to Jeff Tuder, Chief
Executive Office, 477 Madison Avenue New York, New York 10022; Tel: (212) 883-4330. The information contained on, or that may be accessed
through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Events.com, CNDA, PubCo and their respective directors,
executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the
solicitations of proxies from CNDA’s stockholders in connection with the Proposed Business Combination. For more information about
the names, affiliations and interests of CNDA’s directors and executive officers, please refer to CNDA’s annual report on
Form 10-K filed with the SEC on March 1, 2024, and Registration Statement, Proxy Statement and other relevant materials filed with the
SEC in connection with the Proposed Business Combination when they become available. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those
of CNDA’s stockholders generally, will be included in the Registration Statement and the Proxy Statement, when they become available.
Stockholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully,
when they become available, before making any voting or investment decisions. You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation
This document shall not constitute a “solicitation”
as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This document shall not constitute an offer to sell or exchange,
the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful
under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
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