What changed in this filing

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Item 1. Financial Statements

2023-08-10 compared with 2023-05-11 · 198 added, 183 removed, 407 unchanged (48% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

March 31, 2023

June 30, 2023

December 31, 2022

8 unchanged sentences

Accounts payable and accrued expenses

Excise tax payable

Total Current Liabilities

4 unchanged sentences

Commitments and Contingencies

Common stock subject to possible redemption, 34,500,000 shares at redemption value of $ 10.39 and $ 10.31 at March 31, 2023 and December 31, 2022, respectively

Common stock subject to possible redemption, 4,039,934 and 34,500,000 shares at redemption value of $ 10.57 and $ 10.31 at June 30, 2023 and December 31, 2022, respectively

Stockholder's Deficit:

4 unchanged sentences

200,000,000 shares authorized;

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

0 shares issued and outstanding, excluding 4,039,934 and 34,500,000 shares subject to possible redemption at June 30, 2023 and December 31, 2022, respectively

Class B Common stock, $ 0.0001 par value;

12 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Formation and operating costs

For the Three Months Ended

For the Six Months Ended

Operating costs

Loss From Operations

Other Income (Expense):

( 2,962,231 )

( 3,288,761 )

Other Income:

Income from operating Bank Account

Income from investments held in Trust Account

Change in fair value of warrant liability and sponsor loans

Total Other Income, Net

Total Other Income

Income before provision for income taxes

Provision for income taxes

( 1,183,684 )

Net (loss) income

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

Basic and diluted net income per share, Class A common stock subject to possible redemption

Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Class B common stock

Basic and diluted net income per share, Class B common stock

Basic and diluted net (loss) income per share, Class B common stock

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

1 unchanged sentence

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Months ended March 31, 2023 and 2022

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Preferred Stock

7 unchanged sentences

( 2,945,887 )

Balance as of March 31, 2023 (unaudited)

Balance as of March 31, 2023

( 15,112,793 )

( 15,111,930 )

Contribution - non-redemption agreements

Fair value of shareholder non-redemption agreements

Excise tax payable attributable to redemption of common stock

( 3,173,873 )

Increase in redemption value of shares subject to possible redemption

( 1,504,476 )

Balance as of June 30, 2023

( 19,818,131 )

( 19,817,268 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Preferred Stock

4 unchanged sentences

( 34,575,449 )

Balance as of March 31, 2022 (unaudited)

Balance as of March 31, 2022

( 26,399,297 )

( 26,398,434 )

Increase in redemption value of shares subject to possible redemption

Balance as of June 30, 2022

( 19,237,477 )

( 19,236,614 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

For the Six Months Ended

Cash flows from Operating Activities:

10 unchanged sentences

Net cash used in operating activities

( 1,733,012 )

Cash flows from Investing Activities:

Amounts withdrawn from Trust Account to pay taxes

Net cash provided in investing activities

Cash withdrawn from Trust Account to pay taxes

Cash withdrawn from Trust Account in connection with redemptions

Net cash provided by investing activities

Cash flows from Financing Activities:

Redemption of Common Stock

( 317,387,323 )

Net cash used in financing activities

( 317,387,323 )

Net change in cash

4 unchanged sentences

Increase in redemption value of shares subject to possible redemption

Non-cash contribution - non-redemption agreements

Excise tax payable attributable to redemption of common stock

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

JUNE 30, 2023

Note 1 — Organization, Business Operations and Liquidity

1 unchanged sentence

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 March 31, 2023, the Company had not commenced any operations.

All activity for the period from February 18, 2021 (inception) through March 31, 2023, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of June 30, 2023, the Company had not commenced any operations.

All activity for the period from February 18, 2021 (inception) through June 30, 2023, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

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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 described 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.

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”).

1 unchanged sentence

The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 5.

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 are 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.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

JUNE 30, 2023

Upon the closing of the Initial Public Offering, a total of $ 351,900,000 ($ 10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was invested only in U.S.

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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.

As of March 31, 2023, the amount in the Trust Account is approximately $ 10.39 per public share.

As of June 30, 2023, the amount in the Trust Account available for redemption is approximately $ 10.57 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.

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.

In April 2023, the Company and the Sponsor entered into Non-Redemption Agreements with a number of the Company’s stockholders in exchange for them agreeing not to redeem shares of the Company’s Class A common stock sold in the IPO (the “Non-Redeemed Shares”) in connection with the special meeting of stockholders called by the Company and held on May 4, 2023 (described below).

In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such stockholders an aggregate of 999,665 shares of the Company’s Class B common stock (the “Class B shares”), par value $ 0.0001 per share, held by the Sponsor immediately following consummation of an initial business combination.

On May 4, 2023, the Company’s stockholders approved at the special meeting of stockholders a proposal to amend the Company’s amended and restated certificate of incorporation (the “charter”) to extend the date by which the Company has to consummate a business combination from May 8, 2023 (the “Termination Date”) to November 8, 2023, or such earlier date as may be determined by the board of directors of the Company (such later date, the “Extended Date”).

In connection with the votes to approve the Charter Amendment, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.42 per share, for an aggregate redemption amount of approximately $ 317,000,000 , leaving approximately $ 42,000,000 in the Trust Account.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

Initial Business Combination

The Company has 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 (the “Combination Period”) to complete the initial Business Combination.

The Company has until the Extended Date (the “Combination Period”) to complete the initial Business Combination.

If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will:

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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.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

The Sponsors, officers and directors have agreed to waive:

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Liquidity and Going Concern Considerations

As of March 31, 2023, the Company had cash on hand of $ 376,300 held outside of the Trust Account and available for working capital purposes.

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 three months ended March 31, 2023, the Company withdrew $ 61,041 from the Trust Account, all of which was used to pay franchise taxes.

As of June 30, 2023, the Company had cash on hand of $ 699,150 held outside of the Trust Account and available for working capital purposes (which included approximately $ 600,000 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes).

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

During the six months ended June 30, 2023, the Company withdrew $ 1,911,013 from the Trust Account for the payment of taxes.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

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.

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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.

The Company has until November 8, 2023, or such earlier date as may be determined by the board of directors of the Company (the “Extended Date”) 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.

The Company has until the Extended Date to consummate a Business Combination.

If a Business Combination is not consummated by this date and any additional 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 the Extended Date, 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

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

substantial doubt about the Company’s ability to continue 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 the Extended Date.

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 additional 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 as a going concern.

No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after the Extended Date.

Risks and Uncertainties

9 unchanged sentences

The accompanying condensed balance sheet as of December 31, 2022 has been derived from those audited financial statements.

The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

Emerging Growth Company

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This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

Use of Estimates

3 unchanged sentences

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 no t have any cash equivalents as of March 31, 2023 and 2022, respectively.

The Company did no t have any cash equivalents as of June 30, 2023 and 2022, respectively.

At June 30, 2023 and December 31, 2022, included in cash on the condensed balance sheet is approximately $ 600,000 and $ 0 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes.

Marketable Securities and Cash Held in Trust Account

As of March 31, 2023 and 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.

As of June 30, 2023 and 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 condensed balance sheets at fair value at the end of the reporting period.

5 unchanged sentences

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.

During the three months ended March 31, 2022, premiums and discounts were 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 Trust Account” line item in the statement of operations.

Accretion of the discounts amounted to $ 109,170 for the three months ended March 31, 2022.

There were no such securities held with discounts or premiums during the three months ended March 31, 2023, and as a result there was no accretion during such period.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

During the six months ended June 30, 2022, premiums and discounts were 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 Trust Account” line item in the condensed statement of operations.

Accretion of the discounts amounted to $ 320,031 and $ 210,861 for the six and three months ended June 30, 2022, respectively.

There were no such securities held with discounts or premiums during the six and three months ended June 30, 2023, and as a result there was no accretion during such periods.

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 March 31, 2023 and 2022, the Company has not experienced losses on this account.

At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account.

Common Stock Subject to Possible Redemption

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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.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

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 a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

1 unchanged sentence

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

In connection with the votes to approve the Charter Amendment at the special meeting of stockholders on May 4, 2023, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.42 per share, for an aggregate redemption amount of approximately $ 317,000,000 .

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 (to the extent available) and accumulated deficit.

During the three months ended March 31, 2023, the Company recorded an increase in the redemption value of $ 2,945,887 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes.

During the three months ended March 31, 2023, $ 61,041 was withdrawn by the Company from the Trust Account to pay its franchise tax obligations.

At December 31, 2022 and March 31, 2023, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:

Gross proceeds

Deferred underwriting costs, net of amounts attributable to warrant liability

( 11,431,342 )

Paid underwriting fees, net of amounts attributable to warrant liability

( 6,532,196 )

Proceeds allocated to Public Warrants

( 18,390,225 )

Other offering costs paid

Remeasurement of shares subject to redemption

During the six months ended June 30, 2023, the Company recorded an increase in the redemption value of $ 4,450,363 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes that had been incurred.

During the six months ended June 30, 2023, $ 1,911,013 was withdrawn by the Company from the Trust Account to pay its tax obligations.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

For the six months ended June 30, 2023 and 2022, the changes in Class A common stock subject to possible redemption is as follows:

Class A common stock subject to possible redemption at January 1, 2022

Increase in redemption value of shares subject to possible redemption

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

Class A common stock subject to possible redemption at June 30, 2022

Class A common stock subject to possible redemption at January 1, 2023

Increase in redemption value of shares subject to possible redemption

Class A common stock subject to possible redemption, March 31, 2023

Decrease due to share redemption

( 30,460,066 )

( 317,387,323 )

Class A common stock subject to possible redemption at June 30, 2023

Fair Value of Financial Instruments

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● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

levels of the fair value hierarchy.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

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.

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Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

Warrant Liability

3 unchanged sentences

This liability is subject to re-measurement at each balance sheet date.

With each such 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.

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

Sponsor Loans

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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 March 31, 2023 and for all prior periods, the Company determined that a Business Combination is not considered probable until a business combination is completed, and therefore, no stock-based compensation expense has been recognized.

As of June 30, 2023 and for all prior periods, the Company determined that a Business Combination is not considered probable until a 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”).

1 unchanged sentence

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

The effective tax rate differs from the statutory tax rate of 21 % for the six and three months ended June 30, 2023 and 2022, primarily due to changes in fair value of the warrant liability and sponsor loans, which are not currently recognized in taxable income, non-deductible start-up costs, and the valuation allowance on the deferred tax assets.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent.

Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a

Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year.

The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income or loss or the related tax provision or benefit but is otherwise able to make a reasonable estimate, the tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate.

As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through June 30, 2023.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year.

As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through March 31, 2023.

JUNE 30, 2023

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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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 March 31, 2023, and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023, and December 31, 2022.

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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If such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with a 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 a Business Combination, (ii) the nature and amount of the equity issued in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), and (iii) the content of regulations and other guidance from the U.S.

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 a Business Combination, (ii) the timing, nature and amount of the equity issued in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), and (iii) the content of regulations and other guidance from the U.S.

Department of the Treasury.

1 unchanged sentence

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

For the six months ended June 30, 2023 and 2022, the Company has recognized $ 3,173,873 and $ 0 , respectively, in excise tax payable related to share redemptions.

In accordance with ASC 340-10-S99-1, the liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

Net Income Per Common Share

JUNE 30, 2023

Net (Loss) Income Per Common Share

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock.

1 unchanged sentence

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 calculation of diluted net (loss) 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 (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 March 31, 2023 and December 31, 2022, 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.

At June 30, 2023 and December 31, 2022, 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.

Net income per common share is as follows:

Three months ended March 31, 2023

Three months ended March 31, 2022

Net (loss) income per common share is as follows:

For the Three Months Ended June 30,

Basic and diluted net (loss) income per share

Allocation of net (loss) income

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

For the Six Months Ended June 30,

Basic and diluted net income per share

Allocation of net income (loss)

Dilutive effect of contingently issued stock

Allocation of net income

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted net income per share

Recent Accounting Pronouncements

6 unchanged sentences

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

Non-Redemption Agreements

In April 2023, the Sponsor and certain investors (“Investors”) of the Company’s Class A common stock entered into Non-Redemption Agreements.

The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 999,665 shares of Class B common stock of the Company held by the Sponsor to the Investors in exchange for such Investors agreeing to hold and not redeem their Class A common stock at the special meeting of stockholders held on May 4, 2023.

Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such Investors an aggregate of 999,665 Class B common stock upon the consummation of an initial Business Combination.

The Company estimated the aggregate fair value of the shares attributable to the Investors to be $ 884,554 or $ 0.88 per share.

The Company complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(A) – “Expenses of Offering” and SAB Topic 5(T):

Miscellaneous Accounting - Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).

As such, the value of the Class B common stock assigned to the Investors are recognized as offering costs and charged to shareholders’ deficit.

The value of the Class B common stock contributed by the Sponsors is reported as an increase to shareholders’ deficit.

Note 3 — Related Party Transactions

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The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20 % of the outstanding shares after the Initial Public Offering.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

On November 4, 2021, the Company’s board of directors approved the issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend, resulting in an aggregate of 8,625,000 Class B common shares outstanding.

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

There was no balance outstanding as of both March 31, 2023 and December 31, 2022.

There was no balance outstanding as of both June 30, 2023 and December 31, 2022.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

Sponsor Loans

The Company executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $ 6,900,000 .

The Sponsors Loans were extended in order to ensure that the amount in the Trust Account is $ 10.20 per public share with the proceeds of the Sponsors Loans being added to the Trust Account.

The Sponsors Loans are non-interest bearing with the principal balance to be repaid or converted into warrants at a conversion price of $ 1.00 per warrant, at the Sponsors’ discretion.

The Sponsor Loans were extended in order to ensure that the amount in the Trust Account is $ 10.20 per public share with the proceeds of the Sponsor Loans being added to the Trust Account.

The Sponsor Loans are non-interest bearing with the principal balance to be repaid or converted into warrants at a conversion price of $ 1.00 per warrant, at the Sponsors’ discretion.

All accrued and unpaid principal of the Sponsor Loans that is not converted into warrants shall continue to remain outstanding and to be subject to the terms and conditions of the Sponsor Loans and will become payable on the date the initial Business Combination is completed.

If converted, the Sponsor Loan Warrants would be identical to the Private Placement Warrants.

If the Company does not complete an initial Business Combination, the Company will not repay the Sponsors Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Company’s public stockholders.

If the Company does not complete an initial Business Combination, the Company will not repay the Sponsor Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Company’s public stockholders.

See Note 6 for additional information.

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

As of March 31, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

As of June 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.

Administrative Service Fee

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

The Company has recognized an expense of $ 60,000 for the administrative service fee for each of the three months ended March 31, 2023 and 2022 and is included in formation and operating costs on the condensed statements of operations.

As of March 31, 2023 and December 31, 2022, 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 $ 60,000 and $ 120,000 for the administrative service fee for each of the three and six months ended June 30, 2023 and 2022, respectively, and is included in operating costs on the condensed statements of operations.

As of June 30, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, the Company had an outstanding balance due to the affiliate of the Sponsor of $ 1,406 and $ 10,024 , respectively.

As of June 30, 2023 and December 31, 2022, the Company had an outstanding balance due to the affiliate of the Sponsor of $ 4,174 and $ 10,024 , respectively.

The amount is included in due to related party on the condensed 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 CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

Note 4 — Commitments and Contingencies

6 unchanged sentences

Underwriters Agreement

On November 8, 2021, the underwriters were paid a cash underwriting discount of $ 6,900,000 , or $ 0.20 per Unit, of the gross proceeds of the IPO.

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 .

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

Capital Markets Advisor Agreement

On March 29, 2023, the Company engaged a capital markets advisor in connection with seeking an extension for completing a business combination, a possible acquisition of a third party by merger, consolidation, acquisition of stock or assets or other business combination, and as a placement agent in connection with a private placement of debt, equity, equity-linked or convertible securities.

The Company agreed to pay the capital markets advisor a transaction fee in connection with the services provided, payable upon and subject to the Company’s consummation of an initial business combination (“Capital Markets Advisor Fee”).

The fee consists of a fixed and determinable portion and a variable portion contingent upon certain future events expected to take place upon completion of a business combination.

As of June 30, 2023, $ 2,500,000 was accrued for the fee as the amount was fixed and determinable.

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

Expenses Contingent on the Closing of a Business Combination

As of March 31, 2023 and 2022, the Company has incurred approximately $ 7,000 and $ 0 , respectively in fees contingent on the closing of a business combination.

As of June 30, 2023 and 2022, the Company has incurred approximately $ 2,516,000 and $ 0 , respectively, in fees contingent on the closing of a business combination, of which $ 2,500,000 and $ 0 , respectively, is related to the Capital Markets Advisor Fee.

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

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

Capital Markets Advisor Agreement

The Company agreed to pay the capital markets advisor a transaction fee in connection with the services provided, payable upon and subject to the

In connection with the Special Meeting, stockholders holding 30,460,066 of the Company’s Public Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account for an aggregate amount of $ 317,387,323 .

As such, the Company has recorded a 1 % excise tax liability of $ 3,173,873 on the condensed balance sheet as of June 30, 2023.

Any excise tax liability payable will not be paid out of the funds in the Trust Account.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

Company’s consummation of an initial business combination.

As of March 31, 2023, no amounts were accrued for the fee as the amounts are contingent on the closing of a business combination and no services had yet been provided by the advisor.

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

Note 5 — Stockholders’ Equity

JUNE 30, 2023

Note 5 — Stockholders’ Deficit

Preferred Stock

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 March 31, 2023 and December 31, 2022, there were no shares of preferred shares issued or outstanding.

At June 30, 2023 and December 31, 2022, there were no shares of preferred shares issued or outstanding.

Class A Common Stock

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

As of March 31, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 4,039,934 and 34,500,000 shares of Class A common stock subject to possible redemption, respectively, which are classified as temporary equity.

Class B Common Stock

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

As of March 31, 2023 and December 31, 2022, there were 8,625,000 shares of Class B common stock issued and outstanding.

As of June 30, 2023 and December 31, 2022, 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:

6 unchanged sentences

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share, subject to adjustment.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the satisfying the Company’s obligations described below with respect to registration.

17 unchanged sentences

● upon a minimum of 30 days ’ prior written notice of redemption

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 -day period after written notice of redemption is given.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

The “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

2 unchanged sentences

Note 6 — Fair Value Measurement

The following table presents fair value information as of March 31, 2023 and December 31, 2022, 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.

March 31, 2023

The following table presents fair value information as of June 30, 2023 and December 31, 2022, 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.

June 30, 2023

December 31, 2022

Marketable securities and cash held in Trust Account

March 31, 2023

June 30, 2023

December 31, 2022

2 unchanged sentences

Sponsor Loans

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 and remain classified within Level 2 at March 31, 2023.

(a) Level 1 at June 30, 2023 and Level 2 at December 31, 2022

As of June 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds and generally have a readily determinable fair value.

As of June 30, 2023 and December 31, 2022, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices.

At June 30, 2023, the Company’s Public Warrants were classified as Level 1.

As of December 31, 2022, there was insufficient activity for the Company’s Public Warrants to be classified as Level 1 and were classified as Level 2 on December 31, 2022.

The fair value of 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.

2 unchanged sentences

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

As of March 31, 2023 and 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 March 31, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds and generally have a readily determinable fair value.

As of March 31, 2023 and December 31, 2022, the fair value of the sponsor loans amounted to $ 653,000 and $ 1,000,000 , respectively.

For the three months ended March 31, 2023 and 2022, the fair value adjustment amounted to $ 347,000 and $ 133,000 , respectively and are credited to operations for each of these periods.

The following table sets forth the fair value and unpaid principal balance as of March 31, 2023 and 2022 for the sponsor loans.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

The following table sets forth the fair value and unpaid principal balance as of June 30, 2023 and 2022 for the Sponsor Loans.

Fair Value Option

Unpaid Principal Balance

March 31, 2023

June 30, 2023

December 31,2022

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

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

March 31, 2023

June 30, 2023

December 31, 2022

5 unchanged sentences

Credit spread

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 March 31, 2023 and December 31, 2022.

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

March 31, 2023

The key inputs into the model for the Private Placement Warrants were as follows:

June 30, 2023

December 31, 2022

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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 Public and Private Placement Warrants and Sponsor Loans:

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our financial instruments classified as Level 3:

Private Placement

Public Warrants

Sponsor Loans

2 unchanged sentences

Fair value as of March 31, 2023

Note 7 — Income Taxes

The Company’s net deferred tax assets are as follows:

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

March 31, 2023

December 31, 2022

Deferred tax asset:

Organizational costs/Startup expenses

Valuation allowance

Deferred tax asset, net of allowance

The income tax provision consists of the following:

Three Months ended March 31,

Valuation allowance

Income tax provision

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

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 three months ended March 31, 2023 and 2022, the change in the valuation allowance was $ 58,071 and $ 58,098 , respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

Three Months ended March 31,

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in fair value of the warrant liability

Change in valuation allowance

Income tax provision

Change in valuation inputs or other assumptions

Fair value as of June 30, 2023

Note 7 — Subsequent Events

On and after April 6, 2023, the Company and the Sponsor entered into agreements (the “Non-Redemption Agreements”) with a number of the Company’s stockholders in exchange for them agreeing not to redeem shares of the Company’s Class A common stock sold in the IPO (the “Non-Redeemed Shares”) in connection with the special meeting of stockholders called by the Company and held on May 4, 2023, at which a proposal to approve an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from May 8, 2023 to November 8, 2023, or such earlier date as may be determined by the Company’s board of directors, was voted upon by the Company’s stockholders (the “Meeting”).

In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such stockholders an aggregate of 999,665 shares of the Company’s Class B common stock, par value $ 0.0001 per share, held by the Sponsor immediately following consummation of an initial business combination.

On May 4, 2023, the Company’s stockholders approved the Charter Amendment at the Meeting .

In connection with the votes to approve the Charter Amendment, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

right to redeem their shares for cash at a redemption price of approximately $ 10.42 per share, for an aggregate redemption amount of approximately $ 317.39 million, leaving approximately $ 42.10 million in the Trust Account.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Other than the agreements described above, the Company did not identify any other subsequent events that would require adjustment or disclosure in the financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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-Q

Item 1. Financial Statements