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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-03-18 · 360 added, 201 removed, 759 unchanged (43% of the section changed)

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Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Further, the design of disclosure controls and procedures must reflect the fact that

there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based

partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Evaluation of Disclosure Controls and Procedures

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Based upon their evaluation, and due to a material weakness in our internal control over financial reporting over the accounting for complex financial instruments, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2022.

Management’s Annual Report on Internal Control Over Financial Reporting

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022.

Only in the event we are deemed to be a large accelerated filer, or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f).

Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

A control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

Because of these inherent limitations, management does not expect that our internal control over financial reporting will prevent all error and all fraud.

Management conducted an evaluation of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”).

Based on our evaluation under the 2013 Framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2022, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations, and cash flows for the period presented.

Management has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control Over Financial Reporting

The Company has made changes in its internal control over financial reporting to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

During the fourth calendar quarter of the year-ended December 31, 2022, the Company has continued to make changes in its internal control over financial reporting to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The Company can offer no assurance that these changes will ultimately have the intended effects.

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Chairman of the Board

Jeff Jeff Tuder

Chief Executive Officer and Director

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Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital LLC.

Since February 2021, Mr.

Diamond has also been the Chairman of Concord I and Concord II.

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Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading.

Diamond is currently a member of the Board of Directors of South Street Securities Holdings, Inc., Crux Informatics and Atlas Mara Limited.

Diamond is currently a member of the Board of Directors of South Street Securities Holdings, Inc.

and Crux Informatics.

He is also a Trustee of The American Foundation of the Imperial War Museum Inc., a Life Member of The Council on Foreign Relations and is involved in several non-profit initiatives, including being a Director of the Diamond Foundation.

He is also Life Trustee and former Chair of the Colby College Board of Trustees.

Diamond also serves on the board of directors of Concord II.

Jeff Tuder serves as our Chief Executive Officer and on our board of directors.

Tuder is currently an Operating Partner of Atlas, having joined in September 2020.

Since February 2021, Mr.

Tuder has also been the Chief Executive Officer of Concord I and Concord II.

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in English Literature from Yale College.

Tuder also serves as Chief Executive Officer of Concord II.

Michele Cito serves as our Chief Financial Officer.

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Cito joined Atlas as Controller and later served as Vice President of Finance and Operations prior to becoming Chief Financial Officer.

Since February 2021, Ms.

Cito has also been the Chief Financial Officer of Concord I and Concord II.

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in Public Accounting, and an MBA from Pace University.

Cito also serves as Chief Financial Officer of Concord II.

Peter Ort serves on our board of directors.

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Previously, Mr.

Ort spent the bulk of his career at Goldman Sachs, where he was a Managing Director and co-head of the Hedge Fund Strategies Group, overseeing manager selection for a $25 billion portfolio, and also worked in the firm’s Private Equity Group and Financial Institutions Group in New York and Tokyo.

firm’s Private Equity Group and Financial Institutions Group in New York and Tokyo.

Ort was also a Managing Director at Karsch Capital, a $3 billion equity long/short hedge fund.

Ort is a member of the board or advisory board of a number of privately

held technology companies.

Ort is a member of the board or advisory board of a number of privately held technology companies.

Ort graduated from Duke University, obtained J.D.

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He was a Fulbright Scholar in Japan, and is the Treasurer and a member of the board of the Fulbright Association’s New Jersey Chapter.

Ort also serves on the board of directors of Concord II.

Thomas King serves on our board of directors.

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Leibowitz was formerly a founding partner at Bunker Capital, and Managing Director and Head of Quantitative Trading and Equities technology at CS First Boston.

Leibowitz also serves on the board of directors of Concord II.

Number and Terms of Office of Officers and Directors

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These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such forms, we believe that during the period from February 18, 2021 (inception) through December 31, 2021 there were no delinquent filers.

Based solely upon a review of such forms, we believe that for the year ended December 31, 2022 there were no delinquent filers.

EXECUTIVE COMPENSATION

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our shares of common stock as of March 16, 2022 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock by:

The following table sets forth information regarding the beneficial ownership of our shares of common stock as of February 27, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock by:

each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock;

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Concord Sponsor Group III LLC(2)

Beryl Capital Management LLC(4)

683 Capital Management, LLC(4)

Highbridge Capital Management, LLC(5)

Saba Capital Management, L.P.(6)

Larry Leibowitz

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(3) Consists of 7,957,727 shares of Class B common stock.

(4) Based on a Schedule 13G/A filed on February 11, 2022, by Beryl Capital Management LLC (“Beryl”), Beryl Capital Management LP (“Beryl GP”), Beryl Capital Partners II LP (the “Partnership”) and David A.

Witkin (collectively, the “Filers”).

Each Filer disclaims beneficial ownership of the Stock except to the extent of that person’s pecuniary interest therein.

The principal business office of the Filers is located at 1611 S.

Catalina Ave., Suite 309, Redondo Beach, CA 90277.

(4) Based on a Schedule 13G filed on November 17, 2021, by 683 Capital Management, LLC, a Delaware limited liability company;

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The principal business address for each of the 683 Reporting Persons is 3 Columbus Circle, Suite 2205, New York, NY 10019.

(6) Based on a Schedule 13G/A filed on February 3, 2022, by Highbridge Capital Management, LLC, a Delaware limited liability company.

The principal business address of Highbridge Capital Management, LLC is 477 Madison Avenue, New York, NY 10022.

(5) Based on a Schedule 13G/A filed on January 31, 2023, by Highbridge Capital Management, LLC, a Delaware limited liability company and the investment advisor to certain funds and accounts (the “Highbridge Funds”), with respect to the shares of Class A common stock of the Company directly held by the Highbridge Funds.

The principal business address of Highbridge Capital Management, LLC is 277 Park Avenue, 23rd Floor, New York, New York 10172.

(6) Based on a Schedule 13G/A filed on February 14, 2023, by Saba Capital Management, L.P., a Delaware limited partnership;

Weinstein, a citizen of the United States;

and Saba Capital Management GP, LLC, a Delaware limited liability company (collectively, the “Saba Reporting Persons”).

The principal business address for each of the Saba Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

(7) Does not include certain shares indirectly owned by this individual as a result of his or her membership interest in our sponsor.

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On March 1, 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for a capital contribution of $25,000.

The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of this offering.

On March 25, 2021, our sponsor sold 1,437,500 founder shares to CA2 Co-Investment and 25,000 to each of our independent directors, in each case at the original price per share.

The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of the offering.

On March 25, 2021, our sponsor sold 1,437,500 founder shares

to CA2 Co-Investment and 25,000 to each of our independent directors, in each case at the original price per share.

On May 6, 2021, CA2 Co-Investment sold 956,439 shares back to our sponsor at the original purchase price, resulting in our sponsor holding 6,631,439 founder shares and CA2 Co-Investment holding 481,061 founder shares.

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In addition, our sponsors have agreed to lend us an aggregate of $6,900,000 as of the closing date of the offering at no interest.

The proceeds of the sponsor loan were added to the trust account and will be used to fund the redemption of our public shares (subject to the

requirements of applicable law) in accordance with the terms set forth in this Annual Report.

The proceeds of the sponsor loan were added to the Trust Account and will be used to fund the redemption of our public shares (subject to the requirements of applicable law) in accordance with the terms set forth in this Annual Report.

Of the total amount of the sponsor loan, $6,063,636 was provided by our sponsor, and $836,364 was provided by CA2 Co-Investment.

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If we do not complete an initial business combination, we will not repay the sponsor loan from amounts held in the Trust Account, and its proceeds will be distributed to our public stockholders.

If any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Concord I and Concord II, he or she may honor these obligations and duties to present such business combination opportunity to such entities first, including Concord I and Concord II, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

If any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Concord II, he or she may honor these obligations and duties to present such business combination opportunity to such entities first, including Concord II, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to us.

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Accordingly, in the event the consummation of our initial business combination takes the maximum 18 months (or up to 24 months, as applicable) from the closing of the IPO, an affiliate of our sponsor will be paid a total of $360,000 (or up to $480,000, as applicable) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

As of December 31, 2022, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee.

Our sponsors, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

Our audit committee will review on a quarterly basis all material payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

As of December 31, 2022 the Company had an outstanding balance due to the affiliate of the Sponsor of $10,024.

Prior to the commencement of the offering, our sponsor agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering.

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If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

In the event that our initial business combination does not close, we may use a portion of the

working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

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Prior to the completion of our business combination, we do not expect to seek loans from parties other than our sponsors, an affiliate of our sponsors or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

No such loans were made through December 31, 2022, or subsequent thereto.

On May 3, 2022, the Sponsor agreed to loan us up to $350,000 to be used to pay operating expenses.

This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination.

At December 31, 2022, no amounts related to the loan were outstanding.

After our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

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We have entered into a letter agreement with our initial stockholders, officers and directors pursuant to which (x) they have agreed to waive:

(1) their redemption rights with respect to any founder shares, the private placement shares and public shares, and shares

underlying the Sponsor Loan Warrants held by them, as applicable, in connection with the completion of our initial business combination;

(1) their redemption rights with respect to any founder shares, the private placement shares and public shares, and shares underlying the Sponsor Loan Warrants held by them, as applicable, in connection with the completion of our initial business combination;

(2) their redemption rights with respect to any founder shares, the private placement shares and public shares, and shares underlying the Sponsor Loan Warrants held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 18 months (or up to 24 months, as applicable) from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity;

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● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

reimbursement of the underwriters for any out-of-pocket expenses incurred by it in connection with the performance of such services;

● payment to the underwriters of their underwriting discount, deferred underwriting commissions, fees for any financial advisory, placement agency or other similar investment banking services the underwriters may provide to our company in the future, and reimbursement of the underwriters for any out-of-pocket expenses incurred by it in connection with the performance of such services;

● repayment of loans which may be made by our sponsors, an affiliate of our sponsors or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

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Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

During the period from February 18, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were $41,200 for the services Marcum performed in connection with the quarterly reviews of our unaudited interim financial information included in Form 10-Q and the audit of our December 31, 2021 financial statements included in this report.

During the period from February 18, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were $106,090 for the services Marcum performed in connection with our Initial Public Offering, the quarterly reviews of our unaudited interim financial information included in Form 10-Q and the audit of our December 31, 2021 financial statements included in this report.

For the year ended December 31, 2022, fees for our independent registered public accounting firm were $65,460 for the services Marcum performed in connection with the quarterly reviews of our unaudited interim financial information included in Form 10-Q and the audit of our December 31, 2022 financial statements included in this report.

Audit-Related Fees .

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the period from February 18, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were $64,890 for the services Marcum performed in connection with our initial public offering.

We did not pay Marcum for tax planning and tax advice during the period from February 18, 2021 (inception) through December 31, 2021.

During the period from February 18, 2021 (inception) through December 31, 2021 and for the year ended December 31, 2022, we did not pay Marcum fees for audit-related fees.

During the period from February 18, 2021 (inception) through December 31, 2021 and for the year ended December 31, 2022, we paid Marcum $0 and $6,798, respectively, for tax compliance and preparation .

All Other Fees .

We did not pay Marcum for other services during the period from February 18, 2021 (inception) through December 31, 2021.

We did not pay Marcum for other services during the period from February 18, 2021 (inception) through December 31, 2021 and for the year ended December 31, 2022.

Pre-Approval Policy

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XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Label Document

XBRL Definition Linkbase Document

XBRL Taxonomy Label Document

XBRL Definition Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

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333-254789), filed with the SEC on March 26, 2021, as amended.

(3) Incorporated by reference to an exhibit to the Registrant’s Form 10-K, filed with the SEC on March 18, 2022, as amended.

FORM 10-K SUMMARY

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Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 )

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders’ Deficit

Statement of Cash Flows

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

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Opinion on the Financial Statements

We have audited the accompanying balance sheet of Concord Acquisition Corp III (the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the period from February 18, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from February 18, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Concord Acquisition Corp III (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from February 18, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from February 18, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company has incurred significant operating losses and needs to raise additional funds to meet its obligations and sustain its operations.

Additionally, the Company has until May 8, 2023 (or until August 8, 2023 or November 8, 2023, as applicable, if the period of time to consummate a business combination is extended), to consummate a business combination.

If a business combination is not consummated by May 8, 2023, (or until August 8, 2023 or November 8, 2023, as applicable, if the period of time to consummate a business combination is extended), there will be a mandatory liquidation and subsequent dissolution of the Company.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2021.

Philadelphia, PA

March 17, 2022

Philadelphia, Pennsylvania

February 27, 2023

Concord Acquisition Corp III

Balance Sheet

Balance Sheets

December 31, 2022 and 2021

December 31, 2022

December 31, 2021

Current Assets:

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Due to related party

Accounts payable and accrued offering costs

Accrued income taxes

Accounts payable and accrued expenses

Total Current Liabilities

Sponsor loans

Warrant liability

Sponsor loans, at fair value

Deferred underwriters' discount

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Commitments and Contingencies

Common stock subject to possible redemption, 34,500,000 shares at redemption value of $ 10.20

Common stock subject to possible redemption, 34,500,000 shares at redemption value of $ 10.31 and $ 10.20 at December 31, 2022 and 2021, respectively

Stockholders’ Deficit:

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200,000,000 shares authorized;

none issued and outstanding excluding 34,500,000 shares subject to possible redemption

0 shares issued and outstanding, excluding 34,500,000 shares subject to possible redemption

Class B Common stock, $ 0.0001 par value;

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( 14,063,963 )

( 34,576,312 )

Total Stockholders' Deficit

( 14,063,100 )

( 34,575,449 )

Total Liabilities and Stockholders' Deficit

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Concord Acquisition Corp III

Statement of Operations

For the period from February 18, 2021 (inception) through December 31, 2021

Statements of Operations

For the period

from February

Formation and operating costs

Loss From Operations

( 1,172,506 )

Other Income (Expense):

Interest earned on investment held in Trust Account

Income from investments held in Trust Account

Change in fair value of warrant liability and sponsor loans

( 11,431,645 )

Offering costs attributable to warrant liability

( 1,035,747 )

Fair value of Private Placement Warrants in excess of purchase price

Total Other Income, Net

( 9,531,172 )

Income before provision for income taxes

Provision for income taxes

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

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Concord Acquisition Corp III

Statement of Changes in Stockholders’ Deficit

Statements of Changes in Stockholders’ Deficit

For the year ended December 31, 2022 and

For the Period from February 18, 2021 (inception) through December 31, 2021

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Stockholders’

Balance as of February 18, 2021 (Inception)

Class B common stock issued to initial stockholders

Balance as of January 1, 2022

( 34,576,312 )

( 34,575,449 )

Increase in redemption value of shares subject to possible redemption

( 3,743,935 )

Balance as of December 31, 2022

( 14,063,963 )

( 14,063,100 )

Preferred Stock

Additional Paid-

Stockholders’

Balance – February 18, 2021 (inception)

Issuance of Class B common stock to Sponsor

Remeasurement of shares subject to redemption

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Concord Acquisition Corp III

Statement of Cash Flows

For the period from February 18, 2021 (inception) through December 31, 2021

Statements of Cash Flows

For the period from

February 18, 2021

For the Year ended

(inception) through

December 31, 2022

December 31, 2021

Cash Flows From Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on investment held in Trust Account

Income from investments held in Trust Account

( 5,091,197 )

Changes in fair value of warrant liability and sponsor loans

( 21,332,800 )

Offering costs attributable to warrant liability

( 11,431,645 )

Fair value of Private Placement Warrants in excess of purchase price

Offering costs attributable to warrant liability

Changes in operating assets and liabilities:

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Due to related party

Accrued income taxes

Accounts payable and accrued offering costs

Net Cash Used In Operating Activities

( 1,516,064 )

Cash Flows From Investing Activities:

Amounts withdrawn from Trust Account to pay taxes

Investment of cash in Trust Account

( 351,900,000 )

Net cash used in investing activities

Net Cash Provided (Used) In Operating Activities

( 351,900,000 )

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Proceeds from issuance of sponsor loans

Proceeds from sale of common stock to initial stockholders

Proceeds from sale of common stock to initial shareholders

Proceeds from issuance of promissory note to related party

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Non-cash financing transactions:

Increase in redemption value of shares subject to possible redemption

Initial classification of warrant liability

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Offering costs included in accounts payable and accrued offering expenses

Other supplemental cash flow information:

Federal income tax paid

The accompanying notes are an integral part of these financial statements.

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Organization and General

Concord Acquisition Corp III (the “Company”) is a newly organized, blank check company incorporated on February 18, 2021, as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Concord Acquisition Corp III (the “Company”) is a blank check company incorporated on February 18, 2021, as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

As of December 31, 2022, the Company had not commenced any operations.

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The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans.

The Company has selected December 31 as its fiscal year end.

The Company will generate non-operating income in the form of investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans.

The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”).

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Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”).

On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 345,000,000 , which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the "Private Placement Warrants"), each at a price of $ 1.00 per Private Placement Warrants, generating total proceeds of $ 9,400,000 , which is described in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the “Private Placement Warrants”), each at a price of $ 1.00 per Private Placement Warrants, generating total proceeds of $ 9,400,000 , which is described in Note 4.

The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $ 6,900,000 (the “Sponsors Loans”).

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The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 7.

Offering costs amounted to $ 18,479,829 , consisting of $ 6,900,000 of underwriting discount, $ 12,075,000 of deferred underwriting discount, and $ 540,576 of other offering costs offset by $ 1,035,747 of offering costs attributable to the warrant liability recorded in accumulated deficit.

In addition, $ 2,089,239 of cash was held outside of the Trust Account (as defined below) on November 8, 2021 and was available for working capital purposes.

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(1) the completion of the initial Business Combination;

(2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity;

(2) the redemption of any public shares properly submitted

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity;

and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18 months (or up to 24 months, as applicable) from the closing of the Initial Public Offering, subject to applicable law.

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The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations.

The amount in the Trust Account was initially $ 10.20 per public share.

As of December 31, 2022, the amount in the Trust Account is approximately $ 10.31 per public share.

All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

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The Company has elected to recognize this change immediately.

The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

Initial Business Combination

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(1) cease all operations except for the purpose of winding up;

interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to their warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

(2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, and less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

their warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

The Sponsors, officers and directors have agreed to waive:

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The Company has not asked the Sponsor to reserve for such obligations.

Liquidity and Capital Resources

Liquidity and Going Concern Considerations

As of December 31, 2022, the Company had cash on hand of $ 521,149 held outside of the Trust Account and available for working capital purposes.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination.

Further, investment income on the funds held in the Trust Account may be released to the Company to pay taxes and up to $ 100,000 to pay dissolution expenses.

During the year ended December 31, 2022, the Company withdrew $ 822,658 from the Trust Account, all of which was used to pay taxes.

If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination.

Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

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In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts payable, expenditures required for operating the business, identifying and evaluating prospective

initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

The Company has until May 8, 2023 (or until August 8, 2023, or November 8, 2023, if extended) to consummate a Business Combination.

If a Business Combination is not consummated by this date and extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company.

Although the Company intends to consummate a Business Combination on or before May 8, 2023, it is uncertain whether the Company will be able to consummate a Business Combination by this time.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 8, 2023 (or until August 8, 2023 or November 8, 2023, as applicable, if we extend the period of time to consummate a business combination).

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might results from the outcome of this uncertainty.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Significant Accounting Policies

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Securities and Exchange Commission (“SEC”).

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2021.

Marketable Securities Held in Trust Account

The Company classifies its U.S.

The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Marketable Securities and Cash Held in Trust Account

As of December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value.

Such securities and investments in mutual funds are presented on the balance sheets at fair value at the end of the reporting period.

Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

As of December 31, 2021, the Company classified its U.S.

Treasury securities as held-to-maturity in accordance with ASC Topic 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet.

Fair value of these marketable

securities amounted to $ 351,923,363 at December 31, 2021.

Amortized cost of these marketable securities amounted to $ 351,921,694 at December 31, 2021.

Fair value of held-to-maturity securities amounted to $ 351,923,363 as of December 31, 2021.

There were no held-to-maturity securities as of December 31, 2022.

Treasury securities held at December 31, 2021 matured during the year ended December 31, 2022.

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value.

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Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method.

Such amortization and accretion is included in the “interest earned on investment held in trust account” line item in the statement of operations.

For held-to-maturity securities, premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method.

Such amortization and accretion is included in the income from investments held in the Trust Account line item in the statements of operations.

Interest income is recognized when earned.

Accretion of the discounts amounted to $ 21,694 for the period from February 18, 2021 (inception) through December 31, 2021.

Accretion of the discounts amounted to $ 320,030 for the year ended December 31, 2022 and $ 21,694 for the period from February 18, 2021 (inception) through December 31, 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At December 31, 2021, the Company has not experienced losses on this account.

At December 31, 2022 and 2021, the Company has not experienced losses on this account.

Offering Costs

The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”.

The Company complies with the requirements of ASC 340-10-S99-1 and SAB Topic 5A-“Expenses of Offering”.

Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO.

Accordingly, on November 8, 2021, offering costs totaling $ 18,479,829 , consisting of $ 6,900,000 of underwriting discount, $ 12,075,000 of deferred underwriting discount, and $ 540,576 of other offering costs offset by $ 1,035,747 of offering costs attributable to the warrant liability recorded in accumulated deficit.

The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values.

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Accordingly, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

All of the 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

The 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity.

Therefore, all Class A common stock have been classified outside of permanent equity.

Therefore, all shares of Class A common stock have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table:

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit.

During the year ended December 31, 2022, the Company recorded an increase in the redemption value of $ 3,743,935 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes.

During the year ended December 31, 2022, $ 822,658 was withdrawn by the Company from the Trust Account to pay its tax obligations.

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:

Gross proceeds

Deferred underwriting costs

Deferred underwriting costs, net of amounts attributable to warrant liability

( 11,431,342 )

Paid underwriting fees

Paid underwriting fees, net of amounts attributable to warrant liability

( 6,532,196 )

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Remeasurement of shares subject to redemption

Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, December 31, 2021

Increase in redemption value of shares subject to possible redemption

Class A common stock subject to possible redemption, December 31, 2022

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Fair Value Measurements

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Derivative Financial Instruments

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Sponsor Loans

The Company has elected to account for the $ 6,900,000 in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25.

The Company has elected to account for the $ 6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25.

The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments.

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See Notes 5 and 8 for additional information.

Stock-Based Compensation

The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date.

The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

A business combination is not probable until it is completed.

Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

As of December 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized.

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

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ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

The Company recognizes accrued interest and penalties related to unrecognized tax benefits.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022, and 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company was formed in 2021 and files U.S.

federal and various state income tax returns.

All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company is subject to income tax examinations by major taxing authorities since inception.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law.

The IRA provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.

corporations and certain U.S.

subsidiaries of publicly traded non-U.S.

corporations (each, a “covered corporation”).

Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose.

The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax.

The IRA applies only to repurchases that occur after December 31, 2022.

If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with the Business Combination may be subject to the excise tax.

Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S.

Department of the Treasury.

In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete the Business Combination.

Net Income Per Common Share

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Earnings and losses are shared pro rata between the two classes of stock.

For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later).

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive.

The warrants are exercisable to purchase 14,737,883 shares of Class A common stock in the aggregate.

At December 31, 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate.

At December 31, 2022 and 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value.

For the period from February 18, 2021 (Inception) through December 31, 2021, net income per common share is as follows:

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Net income per common share is as follows:

Period from February 18, 2021

(inception) through

Year ended December 31, 2022

December 31, 2021

Basic and diluted net income per share

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Amounts by which fair value of Private Placement Warrants exceeds cash proceeds have been recognized as expense.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Note 5 — Related Party Transactions

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The number of Founder Shares outstanding was adjusted based on the Initial Public Offering of 34,500,000 Units such that the Founder Shares would represent 20 % of the outstanding shares after the Initial Public Offering.

The issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend has been retroactively reflected for all prior periods presented.

The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of:

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Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”).

The sale or transfers of the Founder Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date.

The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

A business combination is not probable until it is completed.

As of December 31, 2021, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized.

Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $ 200,000 to be used for a portion of the expenses of IPO.

The loan was non-interest bearing, unsecured and due at the later of July 31, 2021, or the closing of the IPO.

On May 3, 2022, the Sponsor agreed to loan the Company up to $ 350,000 to be used to pay operating expenses.

This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination.

The Company had not borrowed any amount under the promissory note.

There was no balance outstanding as of both December 31, 2022 and 2021.

Prior to May 3, 2022, the Sponsor agreed to loan the Company an aggregate of up to $ 200,000 to be used for a portion of the expenses of the IPO.

The loan was also non-interest bearing, unsecured and due at the later of July 31, 2021, or the closing of the IPO.

As of November 8, 2021, the Sponsor had loaned to the Company an aggregate of $ 175,000 under the promissory note to pay for formation costs and a portion of the expenses of the IPO.

The entire loan was repaid at the closing of the IPO out of the offering proceeds not held in the Trust Account and as such there was no balance outstanding as of December 31, 2021.

The entire loan was repaid at the closing of the IPO out of the offering proceeds not held in the Trust Account and as such there was no balance outstanding as of December 31, 2022 or December 31, 2021.

Sponsor Loans

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See Note 8 for additional information.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Related Party Loans

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The warrants would be identical to the Private Placement Warrants issued to the Sponsors.

At December 31, 2021, no such Working Capital Loans were outstanding.

As of December 31, 2022 and 2021, no such Working Capital Loans were outstanding.

Related Party Extension Loans

8 unchanged sentences

If the Company is unable to consummate an initial business combination within such time period, it will redeem 100 % of its issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate.

No such loans were made as of December 31, 2022.

Administrative Service Fee

1 unchanged sentence

Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees.

The Company has recognized $ 38,000 for the administrative service fee for the period from the November 3, 2021 to December 31, 2021.

As of December 31, 2021, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee.

The Company has recognized an expense of $ 240,000 for the administrative service fee for the year ended December 31, 2022 and $ 38,000 for the period from the November 3, 2021 to December 31, 2021.

As of December 31, 2022 and 2021, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee.

Due to Related Party

In the normal course of business, certain expenses of the Company may be paid by, and then reimbursed to an affiliate of the Sponsor.

As of December 31, 2021, the Company had an outstanding balance due to the affiliate of the Sponsor of $ 2,727 .

The amount is included in due to related party on the balance sheet and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses.

As of December 31, 2022, and December 31, 2021, the Company had an outstanding balance due to the affiliate of the Sponsor of $ 10,024 and $ 2,727 , respectively.

The amount is included in due to related party on the balance sheets and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Note 6 — Commitments and Contingencies

4 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

Underwriters Agreement

1 unchanged sentence

The Company will pay the underwriters an additional underwriting fee upon the consummation of an initial Business Combination in an amount equal to, in the aggregate, 3.5 % of the gross proceeds of the IPO, or $ 12,075,000 .

Expenses Contingent on the Closing of a Business Combination

As of December 31, 2022 and December 31, 2021, the Company has incurred approximately $ 1,000 and $ 0 , respectively in fees contingent on the closing of a business combination.

These costs may be paid using the proceeds of the cash available once the business combination is complete.

The amount is included in accounts payable and accrued expenses on the balance sheets.

Note 7 — Stockholders’ Equity

1 unchanged sentence

The Company is authorized to issue a total of 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

At December 31, 2021, there were no shares of preferred shares issued or outstanding .

At December 31, 2022 and 2021, there were no shares of preferred shares issued or outstanding .

Class A Common Stock

1 unchanged sentence

Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2021, there were no shares of Class A common stock issued and outstanding , excluding 34,500,000 shares of Class A common stock subject to possible redemption, which are classified as temporary equity.

As of December 31, 2022 and 2021, there were no shares of Class A common stock issued and outstanding, excluding 34,500,000 shares of Class A common stock subject to possible redemption, which are classified as temporary equity.

Class B Common Stock

1 unchanged sentence

Holders of the Class B common stock are entitled to one vote for each share.

At December 31, 2021, there were 8,625,000 shares of Class B common stock issued and outstanding .

As of December 31, 2022 and 2021, there were 8,625,000 shares of Class B common stock issued and outstanding.

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(1) one year after the completion of the initial Business Combination;

and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination.

Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one -for-one basis, subject to adjustment.

adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Class A common stock issuable upon exercise of the Private Placement Warrants or any Sponsor Loan Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Class A common stock issuable upon exercise of the Private Placement Warrants or any Sponsor Loan Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

In no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one.

7 unchanged sentences

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit.

The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time.

The Company did not register the shares of Class A common stock issuable upon exercise of the warrants in connection with the IPO.

However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed;

provided that, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security"

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a "cashless basis"

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

provided that, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 .

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Once the warrants become exercisable, the Company may redeem the outstanding public warrants:

14 unchanged sentences

Note 8— Fair Value Measurement

The following table presents fair value information as of December 31, 2021 for the Company’s warrant liability and Sponsor Loans that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The fair value of the Company’s warrant liability and Sponsor Loans are based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

Significant deviations from these estimates and inputs could result in a material change in fair value.

The fair value of the warrant liability and Sponsor Loans are classified within Level 3 of the fair value hierarchy.

The following table sets forth by level within the fair value hierarchy the Company’s liability that was accounted for at fair value on a recurring basis:

December 31, 2021

Warrant Liability – Public Warrants

The following table presents fair value information as of December 31, 2022 and 2021, for the Company’s assets and liabilities that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Marketable securities and cash held in Trust Account

Warrant Liability – Public Warrants (a)

Warrant Liability – Private Placement Warrants

Sponsor Loans

(a) Level 3 at December 31, 2021 and Level 2 at December 31, 2022

During the year ended December 31, 2022 there was insufficient activity for the Company's Public Warrants to be classified as Level 1 and were reclassified as Level 2 on December 31, 2022.

The Company’s Private Placement Warrants for all periods presented is based on a Black-Scholes-Merton model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

The Company valued the Sponsor Loans using the bond plus call approach, where the fair value of the Notes was calculated as the sum of (i) the fair value of the contractual cash flows of the Sponsor Loans absent

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

the Conversion Option and (ii) the fair value of the Conversion Option which is determined using a risk-neutral framework based on the daily binomial lattice analysis.

The inputs used to measure fair value of the Private Placement Warrants and the Sponsor Loans are classified within Level 3 of the fair value hierarchy.

Significant deviations from these estimates and inputs could result in a material change in fair value.

As of December 31, 2022, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices.

During the quarter ended March 31, 2022, the Public Warrant liability was reclassified from a Level 3 to a Level 1 classification as they began to have quoted prices in active markets.

As of December 31, 2022, investments held in Trust Account consisted of mutual funds and generally have a readily determinable fair value.

Such securities and investments in mutual funds are presented on the balance sheet at fair value as of December 31, 2022.

Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment.

2 unchanged sentences

With each re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

Sponsor Loan Measurement

Initial Measurement

The valuation of the Sponsor Loans as of November 8, 2021, was based on the transaction prices that serve as a proxy for fair value that were observed on that date.

Subsequent Measurement

The Company valued the Sponsor Loans using bond plus call approach, where the fair value of the Notes was calculated as the sum of (i) the fair value of the contractual cash flows of the Sponsor Loans absent the Conversion Option and (ii) the fair value of the Conversion Option which is determined using a risk-neutral framework based on the daily binomial lattice analysis.

As of December 31, 2021, the

fair value of the sponsor loans amounted to $ 5,490,000 .

For the period from February 18, 2021 (inception) through December 31, 2021, the fair value adjustment amounted to $ 1,410,000 which is credited to operations for this period.

The following table sets forth the fair value, unpaid principal balance and fair value adjustment for the period from February 18, 2021 (inception) through December 31, 2021 for the sponsor loans.

The Company has elected to account for the sponsor loans under the fair value option:

As of December 31, 2022 and 2021, the fair value of the sponsor loans amounted to $ 1,000,000 and $ 5,490,000 , respectively.

For the year ended December 31, 2022, the fair value adjustment amounted to $ 4,490,000 .

For the period from February 18, 2021 (inception) through December 31, 2021, the fair value adjustment amounted to $ 1,410,000 .

These amounts were credited to operations for each of these periods.

Fair Value Option

Unpaid Principal Balance

Sponsor Loans

The key inputs into the valuation model were as follows:

December 31, 2022

Subsequent Measurement

Sponsor Loans

December 31, 2021

The key inputs into the valuation model for the Sponsor Loans were as follows:

Common stock price

4 unchanged sentences

Credit spread

Warrant Liability Measurement

Initial Measurement

The Company established the initial fair value for the warrants on November 8, 2021, the date of the Company’s Initial Public Offering, using a modified Black-Scholes model for the Public Warrants and Private Placement Warrants.

The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as a credit to accumulated deficit based on their relative fair values recorded at the initial measurement date.

The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the modified Black-Scholes model were as follows:

November 8, 2021

Initial Measurement

Public Warrants

Private Placement Warrants

The Private Placement Warrant liability is measured at fair value on a recurring basis.

The Company used a Black-Scholes-Merton valuation model to value the Private Placement Warrants as of December 31, 2022 and 2021.

The key inputs into the modified Black-Scholes-Merton model for the Private Placement Warrants were as follows:

Common stock price

3 unchanged sentences

Exercise price

Subsequent Measurement

The warrants are measured at fair value on a recurring basis.

Fair value as of December 31, 2021 is based on a Black Scholes valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets for the Public Warrants and Private Placement Warrants as Level 3.

Although the Public Warrants started trading separately from the units issued in the IPO in December 2021, they are classified as Level 3 because there was not an active

market for the warrants as of December 31, 2021.

The key inputs into the Black Scholes Model for the Public Warrants and Private Placement Warrants were as follows:

Warrant fair value

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

The key inputs into the Black-Scholes-Merton valuation model for the Public Warrants were as follows:

December 31, 2021

Subsequent Measurement

Public Warrants

Private Placement Warrants

Common stock price

3 unchanged sentences

Exercise price

The following table presents the changes in the fair value of the warrant liability and the sponsor loans:

Warrant fair value

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed.

Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3.

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our warrants classified as Level 3 for the year ended December 31, 2022 and December 31, 2021:

Initial measurement of fair value of Warrant liabilities measured with level 3 inputs at November 8, 2021:

Change in fair value

( 10,021,645 )

Fair Value at December 31, 2021 – Warrant liabilities

Warrant liabilities measured with level 3 inputs at January 1, 2022:

Public Warrants reclassified to level 1 (1)

( 6,727,500 )

Change in fair value

( 11,288,300 )

Fair Value at December 31, 2022 – private placement warrants

(1) Assumes the Public Warrants were reclassified on March 31, 2022

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Public and Private Placement Warrants and Sponsor Loans:

Private Placement

2 unchanged sentences

Fair value as of December 31, 2021

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed.

Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3.

Change in valuation inputs or other assumptions

( 10,902,000 )

( 5,940,800 )

( 16,842,800 )

( 4,490,000 )

Fair value as of December 31, 2022

Note 9 — Income Taxes

As of December 31, 2021, the Company’s net deferred tax assets are as follows:

As of December 31, 2022 and 2021, the Company’s net deferred tax assets are as follows:

Deferred tax asset:

4 unchanged sentences

Deferred tax asset, net of allowance

The income tax provision for the period from February 18, (inception) through December 31, 2021, consists of the following:

Change in valuation allowance

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

The income tax provision consists of the following:

For the period from February 18,

2021 (inception) through

December 31, 2022

December 31, 2021

Valuation allowance

Income tax provision

As of December 31, 2021, the Company has $ 152,055 of U.S.

As of December 31, 2021 and December 31, 2022, the Company had $ 152,055 and $ 0 , respectively, of U.S.

federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income.

3 unchanged sentences

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2022, the change in the valuation allowance was $ 172,282 .

For the period from February 18, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 71,374 .

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:

For the period from February 18,

2021 (inception) through

December 31, 2022

December 31, 2021

Statutory federal income tax rate

State taxes, net of federal tax benefit

Transaction costs

8 unchanged sentences

Concord Acquisition Corp III

March 17, 2022

February 27, 2023

/s/ Jeff Tuder

Chief Executive Officer

March 17, 2022

February 27, 2023

/s/ Michele Cito

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 17, 2022.

Capacity in Which Signed

6 unchanged sentences

Chief Financial Officer

(Principal Financial Officer and Accounting Officer)

(Principal Financial and Accounting Officer)

/s/ Peter Ort

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures