CNDAW

In February 2026, one Anchor Investor agreed to forfeit its right to purchase founder shares from the sponsor at the closing of the Company’s initial business combination.
As a result, nine of the Anchor Investors have the right to purchase a total of 1,125,000 founder shares from the sponsor at the closing of the Company’s initial business combination.
Recent Developments On February 28, 2025, we held a special meeting of stockholders (the “February 2025 Special Meeting”) and our stockholders approved a proposal to amend the Company’s charter to extend the date by which we have to consummate a Business Combination from March 3, 2025 to December 31, 2025, or such earlier date as may be determined by our board of directors (such later date, the “Third Extended Date”).
In connection with the votes to approve the Third Charter Amendment, the holders of an additional 2,191,753 shares of our Class A common stock 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 $23,765,518, leaving approximately $92,709 in the Trust Account immediately after the redemptions.
On December 16, 2025, we held a special meeting of stockholders (the “December 2025 Special Meeting”) and our stockholders approved a proposal to amend the Company’s charter to extend the date by which we have to consummate a Business Combination from December 31, 2025 to December 31, 2026, or such earlier date as may be determined by our board of directors (such later date, the “Third Extended Date”).
In connection with the votes to approve the Third Charter Amendment, no holder of shares of Class A common stock exercised their right to redeem shares for cash.
Securities Listing On May 23, 2024, the Company announced the transfer of the listing of its Class A common stock, Units and warrants from the New York Stock Exchange to NYSE American LLC (“NYSE American”).
On September 3, 2024, the Company received a letter from NYSE American LLC (“NYSE American” or the “Exchange”) stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s Class A common stock, Units and warrants (collectively, the “Securities”) pursuant to Sections 119 (b) and 119 (f) of the NYSE American Company Guide because the Company failed to consummate a Business Combination within 36 months of the effectiveness of its Initial Public Offering registration statement, or such shorter period that the Company specified in its registration statement.
As a result of the determination, trading of the Company’s Securities on the NYSE American has been terminated.
On October 11, 2024, the Company joined OTC Markets.
The Company’s Units and Class A common stock currently trade on the OTCID TM Basic Market under the symbols CNDAU and CNDA, respectively.
Proposed Business Combination On August 26, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Events.com, Inc., a California corporation (“Events.com”), and Concord Merger Sub, Inc., a California corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”).
Pursuant to the Merger Agreement, the parties will consummate a Business Combination transaction pursuant to which Merger Sub will merge with and into Events.com, with Events.com surviving the merger as a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”).
In connection with the Closing, it is expected that the Company will change its name to Events.com, Inc. and is referred to herein as “New CND” as of the time following such change of name.
The proposed Merger is expected to be consummated after receipt of the required approvals by the stockholders of the Company and shareholders of Events.com and the satisfaction or waiver of certain other customary conditions.
Our Sponsor Our sponsor is affiliated with Atlas Merchant Capital LLC, or Atlas, an alternative asset manager with over $3 billion of capital raised through its fund vehicles and related co-investments in its fund’s portfolio companies since inception as of December 31, 2025.
Diamond is currently a member of the Board of Directors of Crux Informatics and Chairman of the Board of Hyperliquid Strategies Inc (NASDAQ:PURR).
He is also Chairman of the Export-Import Bank of the United States’s Advisory Committee.
Tuder is currently the Chief Financial Officer and Co-Chairman of the board of directors of Digital Asset Acquisition Corp. and Real Asset Acquisition Corp.
Tuder has served on the board of directors of Inseego Corporation (NYSE: INSG), since April 2017, where he is Chairman of the Audit and Compensation committees.
Tuder has also served on the board of directors of SeaChange International, Inc. from March 2019 to May 2021.
Tuder has also served on the board of directors of GCT Semiconductor (NYSE: GCTS) since March 2023 where he serves on the compensation committee.
Tuder began his career as a private equity professional at Fortress Investment Group, Nassau Capital, LLC, and ABS Capital Partners.
Leibowitz is an Operating Partner of Atlas Merchant Capital, and serves as a member of the boards of Hyperliquid Strategies Inc (NASDAQ:PURR) as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products.
He is also on the board of various other private companies in the data management, fintech, digital law, and site logistics businesses.
Leibowitz also served on the boards of directors of Enfusion Inc.
(NYSE: ENFN), a software provider in the investment management industry, until its merger with Clearwater Analytics Holdings, Inc., in April 2025, Concord Acquisition Corp III (NYSE: CNDB), a blank check company, from November 2021 until its merger with GCT Semiconductor, Inc. in March 2024, and Forge Global Holdings, Inc.
Leibowitz graduated from Princeton University with an A.B. in Economics.
Peter Ort serves on our board of directors.
Ort has been a General Partner at Cambium Capital Management LP, a venture capital firm focused on early-stage investments in the advanced computing sector, since January 2020.
Ort is currently the Principal Executive Officer and Co-Chairman of the board of directors of Digital Asset Acquisition Corp. and Real Asset Acquisition Corp.
He previously co-founded CurAlea Associates LLC, which provides customized software and advisory solutions to wealth and asset managers, from 2010 to 2022.
Ort began his career at Goldman Sachs in 1996 and most recently was Managing Director and co-head of the Investment Management Division’s Hedge Fund Strategies Group until 2009.
Ort also served on the board of directors of the Concord Acquisition Corp and Concord Acquisition Corp III (collectively, the “Concord SPACs”) from 2021 to 2022 and 2022 to 2024, respectively, and has served as the chair of the audit committee for each of the Concord SPACs.
Ort is also a member of the board or advisory board of a number of privately held technology companies and is an active investor in early-stage companies and venture capital funds in the digital asset, and other sectors.
Ort graduated from Duke University, obtained J.D. and M.B.A. degrees from New York University, and was a Fulbright Scholar in Japan.
Initial Business Combination We will have until December 31, 2026, or during any extended time that the Company has to consummate an initial business combination as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (“Second Extension Period”), to consummate an initial business combination.
Financial Position With funds available for a business combination in the amount of $99,373 as of December 31, 2025, assuming no redemptions and before estimated offering and working capital expenses, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
Presented in the table below is a tabular explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction. Type of Transaction Whether Stockholder Approval is Required Purchase of assets No Purchase of stock of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target Yes Stockholder approval would typically be required for our initial business combination if, for example: ● we issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to or in excess of 20% of the number of shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; ● any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or ● the issuance or potential issuance will result in our undergoing a change of control.
Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

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Gone since FY2024

Recent Developments The underwriters were entitled to a deferred underwriters’ commission of 3.5% of the gross proceeds of the IPO, or $9,803,413 in the aggregate (including the commission related to the underwriters’ exercise of the over-allotment option) upon the completion of the Company’s initial Business Combination.
In December 2023, one of the underwriters waived their right to receive the deferred underwriters’ commission and in August 2024 a second underwriter waived their right to receive the deferred underwriters’ commission.
As a result, neither underwriter will receive additional underwriting commissions in connection with the closing of a Business Combination.
As a result of the waived deferred underwriters’ commission during the period ended December 31, 2024 and 2023, the Company recognized $397,281 and $595,921 of income, respectively; $3,386,836 and $5,080,255 was recorded to accumulated deficit, respectively, and the deferred underwriters’ commission liability was reduced by $3,784,117 and $5,676,176, respectively.
On March 28, 2024, we entered into a subscription agreement (the “March Subscription Agreement”) with the sponsor and an investor (the “Capital Contribution Note Investor”), pursuant to which the Capital Contribution Note Investor agreed to provide up to $600,000 to the sponsor and, subsequently, the sponsor would loan the funds to the Company.
In consideration of the March Subscription Agreement, the Company will issue 600,000 Class A common shares to the Capital Contribution Note Investor upon the closing of our initial business combination.
Amounts funded by the sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the sponsor upon the closing of an initial business combination.
Following receipt of such sums from the Company, and in any event within five business days of the closing of an initial business combination, the sponsor or the Company shall pay the Capital Contribution Note Investor an amount equal to Capital Calls funded under the March Subscription Agreement (the “Business Combination Payment”).
The Company and sponsor are jointly and severally obligated to make the Business Combination Payment to the Capital Contribution Note Investor.
The Capital Contribution Note Investor may elect at the closing of an initial business combination to receive such Business Combination Payment in cash or Class A common stock at a rate of one share of Class A common stock for each $10.00 of the Capital Calls funded under the March Subscription Agreement.
If the Company liquidates without consummating a business combination, any amounts remaining in the sponsor’s or the Company’s cash accounts (excluding any amounts in the Trust Account) after paying any outstanding third-party invoices will be paid to the Capital Contribution Note Investor within ten (10) days of the liquidation.
On May 23, 2024, the Company announced the transfer of the listing of its Class A common stock, Units and warrants from the New York Stock Exchange (the “NYSE”) to NYSE American LLC (“NYSE American”).
In May 2024, we and the sponsor entered into Non-Redemption Agreements with a number of our stockholders (“2024 NRA Investors”) in exchange for them agreeing not to redeem shares of our Class A common stock sold in the IPO (the “2024 Non-Redeemed Shares”) in connection with the special meeting of stockholders called by the Company and held on May 31, 2024 (described below).
In exchange for the foregoing commitment to us to not redeem the 2024 Non-Redeemed Shares, we agreed to issue, or cause to be issued, to such stockholders, an aggregate of 75,000 shares of Class A common stock for the first six months of extension, and an aggregate of 9,000 additional shares of Class A common stock for each additional month of extension, up to three additional months (such shares, the “2024 Promote Shares”), upon closing of the initial business combination, and the sponsor agreed to surrender and forfeit, for no consideration, a number of shares of Class B common stock, par value $0.0001 per share, of the Company equal to the number of 2024 Promote Shares upon closing of the initial business combination.
As the 2023 Promote Shares and 2024 Promote Shares will be issued only upon closing of an initial Business Combination, such shares will not be subject to redemption.
On May 31, 2024, our stockholders approved at the special meeting of stockholders a proposal to amend our charter to extend the date by which we have to consummate a business combination from June 3, 2024 to March 3, 2025, or such earlier date as may be determined by the board of directors of the Company (such later date, the “Second Extended Date”).
In connection with the votes to approve the Second Charter Amendment, the holders of an additional 12,498,716 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 $10.61 per share, for an aggregate redemption amount of $132,667,234, leaving $23,355,048 in the Trust Account immediately after the redemptions.
On August 26, 2024, we entered into the Merger Agreement with Events.com and Merger Sub.
Pursuant to the Merger Agreement, the parties will consummate a business combination transaction pursuant to which Merger Sub will merge with and into Events.com, with Events.com surviving the merger as a wholly-owned subsidiary of the Company.
On September 3, 2024, the Company received a letter from NYSE American stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s Class A Common Stock, Units and Warrants (collectively, the “Securities”) pursuant to Sections 119 (b) and 119 (f) of the NYSE American Company Guide because the Company failed to consummate an initial business combination within 36 months of the effectiveness of its Initial Public Offering registration statement, or such shorter period that the Company specified in its registration statement.
On October 11, 2024, the Company joined OTCQX® Best Market (“OTCQX”) and began trading its Class A common stock under the symbol “CNDA”.
The Company’s Units trade on the OTC Markets’ Pink Market under the symbol CNDAU.
Our Sponsor Our sponsor is affiliated with Atlas Merchant Capital LLC, or Atlas, an alternative asset manager with approximately $1 billion in assets under management as of December 31, 2024 and approximately $3 billion of capital raised through its fund vehicles and related co-investments in its fund’s portfolio companies since inception.
Diamond is currently a member of the Board of Directors of Crux Informatics.
Tuder began his career as a private equity professional at Fortress Investment Group, where he underwrote and managed private equity investments for Fortress’ various investment vehicles; Nassau Capital, LLC, which managed the private assets of Princeton University’s Endowment; and ABS Capital Partners, a private equity firm affiliated with Alex.
Tuder is currently a member of the Board of Directors of Inseego Corporation (NASDAQ: INSG) and GCT Semiconductor Holding, Inc.
Leibowitz is an Operating Partner of Atlas Merchant Capital, and Board Director of Enfusion Inc.
(NYSE:ENFN), as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the data management, fintech, digital law, and site logistics businesses.
Peter Ort serves on our board of directors Mr.
Ort is a General Partner at Cambium Capital Management LP, a venture capital firm focused on early-stage investments in the advanced computing sector.
He previously co-founded CurAlea Associates LLC, which provides customized software and advisory solutions to wealth and asset managers.
Ort started his career at Goldman Sachs in the Investment Banking Division and became Managing Director and co-head of the Investment Management Division’s Hedge Fund Strategies Group.
Ort is a member of the board or advisory board of a number of privately held technology companies and is an active investor in early-stage companies and venture capital funds in the digital asset, cryptocurrency, and other sectors.
Ort graduated from Duke University, obtained J.D. and M.B.A. degrees from New York University, is a member of the New York and New Jersey State Bars, and was a Fulbright Scholar in Japan.
Initial Business Combination We will have until March 3, 2025, or during any extended time that the Company has to consummate an initial business combination beyond 24 months as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (“Second Extension Period”), to consummate an initial business combination.
Financial Position With funds available for a business combination in the amount of approximately $23,448,011 as of December 31, 2024, assuming no redemptions, after payment of $343,120 of deferred underwriters’ commission, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
Presented in the table below is a tabular explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.
Type of Transaction Whether Stockholder Approval is Required Purchase of assets No Purchase of stock of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target Yes Stockholder approval would typically be required for our initial business combination if, for example: ● we issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to or in excess of 20% of the number of shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; ● any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or ● the issuance or potential issuance will result in our undergoing a change of control.
Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. Manner of conducting redemptions We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either: (1) in connection with a stockholder meeting called to approve the business combination; or (2) by means of a tender offer.
If our initial proposed business combination is not completed, we may continue to try to complete a business combination until March 3, 2025 or during any extended time that the Company has to consummate an initial business combination beyond 24 months as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”).

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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