cord Acquisition II(CNDA) - 2025 Q2 - Quarterly Report

Financial Performance - For the three months ended June 30, 2025, the Company reported a net income of $1,453,017, primarily from changes in fair value of warrant liability and Capital Contribution Note[179]. - For the six months ended June 30, 2025, the Company reported a net income of $462,043, impacted by changes in fair value of the Capital Contribution Note and operating costs[181]. Cash and Liabilities - As of June 30, 2025, the Company had $20,494 in cash available outside the Trust Account, primarily for due diligence and operational expenses[183]. - The Company has an excise tax liability of $2,621,114, which includes $170,738 in interest and penalties, with insufficient funds to cover this liability without additional financing[184]. - The Company has classified the Capital Contribution Note as a liability, with $600,000 borrowed under this note as of June 30, 2025, and no additional borrowings available[199]. - The Company may need additional financing to complete a business combination or to meet obligations if cash on hand is insufficient[189]. Business Combination and Agreements - The Company entered into a Merger Agreement with Events.com, expecting to complete the Business Combination after necessary approvals[170]. - Stockholders approved an extension of the Business Combination deadline to March 3, 2025, with 12,498,716 shares redeemed for approximately $132.67 million[169]. - The Company has until December 31, 2025, to complete a business combination, failing which it will face mandatory liquidation[190]. Operational Status - The Company has not generated any operating revenues to date and expects to incur increased expenses as a public company until the Business Combination is completed[178]. - The Company has incurred $2,389,987 in fees contingent on the closing of a business combination as of June 30, 2025, compared to $2,320,000 as of December 31, 2024[200]. Financing Activities - The Company issued an unsecured promissory note of up to $650,000 to the Sponsor, replacing a previous note of $350,000, with no interest and payable upon the initial business combination[186]. - The Company received $1,000,000 from Events.com as part of the Interim Financing, with $775,000 received by December 31, 2024, and $225,000 due at that time[187]. - The underwriters are entitled to a deferred underwriting commission of $343,120 from the IPO proceeds upon the completion of the initial business combination[194]. - The Company has not borrowed any amounts as of June 30, 2025, and December 31, 2024, under the new promissory note[193]. Market and Regulatory Changes - The Company transferred its listing from the New York Stock Exchange to NYSE American LLC on May 29, 2024[173]. - The Company joined OTC Markets on October 11, 2024, with its Units and Class A common stock trading under new symbols[175]. - The Company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act as an emerging growth company[208].