Michele Cito
About Michele Cito
Michele Cito is Chief Financial Officer and Principal Financial & Accounting Officer of Concord Acquisition Corp II (CNDA), serving since 2021; she is 35 and a Certified Public Accountant with a B.A. in Public Accounting and an MBA from Pace University . She concurrently serves as CFO and Managing Director at Atlas Merchant Capital LLC, having joined Atlas in June 2014 . As CNDA CFO, she has signed SOX 302/906 certifications across multiple years, evidencing accountability for financial controls and disclosures . CNDA reported a net loss of $766,076 in FY 2024 versus net income of $6,960,108 in FY 2023, driven largely by other income rather than operating revenues given CNDA’s SPAC status .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlas Merchant Capital LLC | Chief Financial Officer; Managing Director | 2014–present | Firmwide finance leadership and controls at Atlas; concurrent with CNDA CFO role |
| Concord Acquisition Corp II (CNDA) | Chief Financial Officer (Principal Financial & Accounting Officer) | 2021–present | SOX certifications; SPAC finance, trust, and reporting |
| Concord Acquisition Corp (Concord I) | Chief Financial Officer | Not disclosed | CFO role across affiliated SPAC platform |
| Concord Acquisition Corp III (Concord III) | Chief Financial Officer | Not disclosed | CFO role across affiliated SPAC platform |
| Deloitte & Touche LLP | Auditor (Financial Services) | Not disclosed | Audit experience supporting financial reporting rigor |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Atlas Merchant Capital LLC | Chief Financial Officer & Managing Director | 2014–present | Registered investment adviser; Atlas leadership disclosure lists Cito as CFO & MD |
Fixed Compensation
CNDA discloses that none of its officers or directors received compensation for services rendered to the company (typical of SPACs pre-business combination) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | None | None |
| Target Bonus (%) | N/A | N/A |
| Actual Bonus ($) | N/A | N/A |
| Cash Fees/Perquisites ($) | N/A | N/A |
Performance Compensation
CNDA reports no equity or incentive awards to officers pre-business combination; CNDA adopted an executive Clawback Policy on Nov 30, 2023 for incentive compensation recovery if financials are restated .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no executive incentive awards disclosed pre-combination) | N/A | N/A | N/A | N/A | N/A |
Equity Ownership & Alignment
CNDA’s beneficial ownership tables show no personal share ownership reported for Michele Cito; alignment in a SPAC context is primarily via sponsor and founder shares (not individually attributed to Cito). Note the structural incentive: founder shares convert to Class A upon business combination and can become worthless if no deal closes by the charter deadline .
| Metric | May 15, 2024 | Jan 28, 2025 |
|---|---|---|
| Michele Cito – Beneficially Owned Shares | — (less than 1%) | — (less than 1%) |
| Michele Cito – % of Shares Outstanding | — | — |
| Concord Sponsor Group II LLC – Shares | 6,458,490 | 6,458,490 |
| Concord Sponsor Group II LLC – % Outstanding | 29.8% | 70.2% |
| Directors & Officers as a Group – Founder Shares | 6,508,490 (approx. 30.0%) | 6,508,490 (approx. 70.7%) |
| Founder Shares – Conversion Mechanics | Auto-convert to Class A at business combination, one-for-one | Auto-convert to Class A at business combination, one-for-one |
Policies and restrictions:
- Insider Trading Policy on file (Exhibit 19.1) .
- Lock-Up Agreement listed among deal exhibits (indicative of post-combination transfer restrictions) .
- No disclosure of pledging or hedging by Michele Cito .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement / Term | Not disclosed; typical SPAC officers serve without cash comp pre-combination . |
| Severance / Termination Benefits | Company is not party to any agreements with officers/directors that provide benefits upon termination . |
| Change-of-Control | Not specifically disclosed for Cito; founder-share conversion and SPAC charter mechanics govern sponsor/equity outcomes . |
| Clawback | Board-adopted Clawback Policy (Nov 30, 2023) covering executive incentive compensation under SEC/NYSE rules; see Exhibit 97.1 . |
| Administrative Services Agreement | $20,000 per month paid to sponsor for office/admin services; ceases on business combination or liquidation . |
| Sponsor Loans | Sponsor can loan up to $650,000 (2025 proxy) payable without interest upon consummation of a business combination; may be unrecoverable if no deal . |
| Non-Compete / Non-Solicit / Garden Leave | Not disclosed. |
| Post-termination consulting | Not disclosed. |
Performance & Track Record
| Item | Evidence |
|---|---|
| SOX 302 Certifications (CFO) | 10-K FY2024 EX-31.2 (Feb 18, 2025) ; 10-Q Q2 2024 EX-31.2 (Aug 7, 2024) ; 10-Q Q2 2023 EX-31.2 (Jul 27, 2023) ; 10-Q Q3 2023 EX-31.2 (Nov 7, 2023) ; 10-Q Q1 2023 EX-31.2 (May 11, 2023) ; 10-K FY2021 EX-31.2 (Mar 11, 2022) . |
| SOX 906 Certifications (CFO) | 10-K FY2024 EX-32.1 (Feb 18, 2025) ; 10-Q Q1 2024 EX-32.2 (May 3, 2024) ; 10-Q Q2 2025 EX-32.2 (Aug 4, 2025) . |
| Business Combination Execution | Agreement and Plan of Merger with Events.com, Inc. dated Aug 26, 2024 (Exhibit 2.1); related support/lock-up agreements listed in exhibits . |
| FY Results Context | Net loss FY2024 $(766,076) vs net income FY2023 $6,960,108; operating costs $(2,150,265) FY2024 vs $(2,307,883) FY2023 . |
Investment Implications
- Pay-for-performance alignment: Pre-combination, CNDA pays no salary/bonus to officers; there are no disclosed RSUs/PSUs/options for Cito. Compensation outcomes are effectively deferred to the post-merger entity, reducing near-term cash burn but limiting direct incentive alignment to operating metrics until after a deal closes .
- Ownership alignment: Cito reports no personal beneficial ownership; alignment is primarily through sponsor and founder-share structures that convert on business combination and can be worthless if no deal, creating pressure to execute a transaction. Directors/officers and affiliates collectively control ~70.7% of shares as of Jan 28, 2025 via founder shares, which can influence governance and deal timing .
- Retention and risk: No severance or change-of-control benefits are disclosed for Cito, and the absence of guaranteed comp suggests low direct financial retention risk at CNDA, though she concurrently serves as Atlas CFO/MD, implying time allocation across roles; monitor post-merger compensation terms and any lock-up expirations for selling pressure by sponsors/affiliates .
- Governance safeguards: An executive Clawback Policy and Insider Trading Policy are in place, which are positive for investor protection; however, SPAC-related related-party arrangements (admin services fees to sponsor; sponsor loans) warrant scrutiny for potential conflicts .