What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-10 · 169 added, 117 removed, 488 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

June 30, 2023

September 30, 2023

December 31, 2022

15 unchanged sentences

Commitments and Contingencies

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:

Common stock subject to possible redemption, 4,039,934 and 34,500,000 shares at redemption value of $ 10.67 and $ 10.31 at September 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

3 unchanged sentences

200,000,000 shares authorized;

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

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

Class B Common stock, $ 0.0001 par value;

13 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating costs

1 unchanged sentence

( 3,788,909 )

( 3,288,761 )

Other Income:

Other (Expense) Income, net:

Income from operating Bank Account

1 unchanged sentence

Change in fair value of warrant liability and sponsor loans

Total Other Income

Income before provision for income taxes

( 1,057,000 )

Total other (expense) income, net

(Loss) income before provision for income taxes

( 1,000,871 )

Provision for income taxes

1 unchanged sentence

Net (loss) income

( 1,107,189 )

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

5 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Preferred Stock

7 unchanged sentences

( 4,450,363 )

Balance as of March 31, 2023

( 15,112,793 )

( 15,111,930 )

Contribution - non-redemption agreements

3 unchanged sentences

( 3,173,873 )

Balance as of June 30, 2023

( 19,818,131 )

( 19,817,268 )

Increase in redemption value of shares subject to possible redemption

1 unchanged sentence

( 1,107,189 )

Balance as of June 30, 2023

Balance as of September 30, 2023

( 21,324,282 )

( 21,323,419 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Preferred Stock

4 unchanged sentences

( 34,575,449 )

Balance as of March 31, 2022

Increase in redemption value of shares subject to possible redemption

Balance as of June 30, 2022

( 19,237,477 )

1 unchanged sentence

Increase in redemption value of shares subject to possible redemption

Balance as of June 30, 2022

( 1,215,425 )

Balance as of September 30, 2022

( 17,252,043 )

( 17,251,180 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine months Ended

September 30,

Cash flows from Operating Activities:

2 unchanged sentences

( 6,289,385 )

( 2,116,670 )

Changes in fair value of warrant liability and sponsor loans

27 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 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 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.

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

All activity for the period from February 18, 2021 (inception) through September 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.

6 unchanged sentences

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”).

The Sponsor Loans shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $ 1.00 per warrant, at the Sponsors’ discretion.

The Sponsor Loans may, by their terms, be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $ 1.00 per warrant, at the Sponsors’ discretion.

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

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 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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(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;

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.

(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 by the Current Extended Date (as defined below) 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 by the Current Extended Date, subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders.

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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 June 30, 2023, the amount in the Trust Account available for redemption is approximately $ 10.57 per public share.

As of September 30, 2023, the amount in the Trust Account available for redemption is approximately $ 10.67 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.

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, among other things, 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).

2 unchanged sentences

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.

In November 2023, the Company and the Sponsor entered into certain 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 in connection with the special meeting of stockholders called by the Company and held on November 7, 2023 (described below).

In exchange for the foregoing commitments not to redeem such shares, the Company has agreed to allocate to such investors an aggregate of 782,001 shares

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 30, 2023

of Class A common stock (the “Promote Shares”) and the Sponsor has agreed to surrender and forfeit to the Company for no consideration a number of shares of Class B common stock equal to the number of Promote Shares upon closing of an initial business combination.

On November 7, 2023, the Company’s stockholders approved at the special meeting of stockholders a proposal to amend the Company’s charter to further extend the date by which the Company has to consummate a Business Combination from the Extended Date to August 8, 2024, or such earlier date as may be determined by the board of directors of the Company (such later date, the “Current Extended Date”).

In connection with the votes to approve such a proposal, the holders of an additional 98,573 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 $ 10.70 per share, for an aggregate redemption amount of approximately $ 1.1 million, leaving approximately $ 42.2 million in the Trust Account and 3,941,361 shares of Class A common stock subject to possible redemption outstanding immediately following these redemptions.

Proposed Business Combination

On November 2, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with GCT Semiconductor, Inc., a Delaware corporation (“GCT”), and Gibraltar Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”).

Pursuant to the Business Combination Agreement, the parties will, subject to the satisfaction or waiver of the conditions contained in the Business Combination Agreement, consummate a business combination transaction pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger as a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”).

The aggregate equity consideration to be paid to GCT’s stockholders and other equity holders in the Transactions (the “Aggregate Transaction Consideration”) will be equal to the quotient of (i) the Company Value (as defined below) divided by (ii) $ 10.00 .

Immediately prior to the Closing, all of the outstanding principal and accrued interest under the outstanding promissory notes issued by GCT that can be converted into shares of GCT common stock will be so converted in accordance with their terms.

The “Company Value” means an amount equal to $ 350 million, minus the amount of indebtedness of GCT immediately prior to the Closing, plus the amount of GCT’s cash and cash equivalents immediately prior to the Closing (with standard exceptions), plus the aggregate exercise price of all “in-the-money” warrants of GCT outstanding immediately prior to the Closing.

Following the Closing, the Company will issue up to an aggregate of 20,000,000 additional shares of its common stock to the stockholders of GCT as of immediately prior to the Closing and certain other persons, including the PIPE Investors (as defined below) (collectively, the “GCT Recipients”), if the volume weighted average price (the “VWAP”) of the shares of the Company’s common stock equals or exceeds certain minimum share prices at any time during the period starting 60 days following the Closing and expiring on the fifth anniversary of the Closing (the “Earnout Period”), as follows:

(i) 6,666,667 shares if the VWAP of the shares of the common stock equals or exceeds $ 12.50 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period;

(ii) 6,666,666 shares if the VWAP of the shares of the common stock equals or exceeds $ 15.00 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period;

and (iii) 6,666,667 shares if the VWAP of the shares of the common stock equals or exceeds $ 17.50 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period.

Such shares will also become issuable under certain circumstances if a “change of control” of the Company occurs following the Closing but prior to the applicable earnout expiration date and the price per share in the change of control equals or exceeds the applicable price target.

Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement an aggregate of 4,484,854 shares of the Company’s Class A common stock (the “PIPE Shares”) at a purchase price of $ 6.67 per share and an aggregate purchase price of approximately $ 29.9 million (the “PIPE Investment”).

The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated immediately prior to or substantially concurrently with the Closing.

The public warrants included as part of Units sold in the IPO (the “Public Warrants”) and Private Placement Warrants include certain down-round provisions under which their exercise price may be adjusted, if (a) the Company issues additional shares of the Company’s Class A common stock or securities convertible into or exercisable or exchangeable for shares of the Company’s Class A common stock for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $ 9.20 per share of the Company’s Class A common stock (the “Newly

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of such initial business combination (net of redemptions), and (c) the volume weighted average trading price of the the Company’s Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial business combination (such price, the “Market Value”) is below $ 9.20 per share, the price per share (including in cash or by payment of warrants pursuant to a “cashless exercise,” to the extent permitted) at which shares of the Company’s Class A common stock may be purchased at the time a warrant is exercised will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with GCT, the Sponsor and CA2 Co-Investment LLC (“CA2”).

Pursuant to the Sponsor Support Agreement, the Sponsor and CA2 have, among other things, agreed to vote all of their shares of the Company’s common stock in favor of the approval of the Transactions, including the Merger, not to redeem any of their shares of the Company’s common stock and to waive their anti-dilution protections with respect to their shares of the Company’s Class B common stock.

In addition, the Sponsor and CA2 agreed that a portion of up to an aggregate of 1,920,375 shares of common stock to be issued to them at Closing (collectively, the “Sponsor Earnout Shares”) will be unvested and subject to forfeiture as of the Closing, and will only vest if certain share price trading thresholds are satisfied during a specified period of time following the Closing.

The Sponsor and CA2 further agreed that (i) 1,399,107 shares of common stock to be held by them at Closing, (ii) any portion of the Sponsor Earnout Shares not unvested and made subject to forfetiture as of the Closing and (iii) up to an aggregate of 2,820,000 Private Placement Warrants to be held by them at Closing may be allocated by GCT to the GCT Recipients, and transferred to the GCT Recipients at Closing (without any vesting conditions).

The Sponsor and CA2 also agreed (i) to forfeit up to an additional 2,820,000 Private Placement Warrants held by them at Closing, to the extent not allocated prior to the Closing to certain third parties, including prospective PIPE Investors and holders of shares of the Company’s Class A common stock who agree not to redeem their shares in connection with any extension of the Company’s deadline to consummate an initial business combination, and (ii) to forgive all amounts outstanding under the Sponsor Loans.

Initial Business Combination

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

The Company has until the Current 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:

5 unchanged sentences

(2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity;

and (3) their rights to liquidating distributions from the Trust Account with respect to any Founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

“Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below:

5 unchanged sentences

Liquidity and Going Concern Considerations

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).

As of September 30, 2023, the Company had cash on hand of $ 212,936 held outside of the Trust Account and available for working capital purposes (which included $ 203,663 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

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

3 unchanged sentences

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 the Extended Date to consummate a Business Combination.

The Company has until the Current 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.

Although the Company intends to consummate a Business Combination on or before the Current 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 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.

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

Risks and Uncertainties

1 unchanged sentence

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

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Note 2 — Significant Accounting Policies

6 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 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

The interim results for the three and nine months ended September 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.

Emerging Growth Company

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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 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.

The Company did no t have any cash equivalents as of September 30, 2023 and December 31, 2022.

At September 30, 2023 and December 31, 2022, included in cash on the condensed balance sheets is $ 203,663 and $ 0 , respectively, of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes.

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Marketable Securities and Cash Held in Trust Account

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.

As of September 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.

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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.

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.

During the nine months ended September 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.

Accretion of the discounts amounted to $ 320,031 and $ 0 for the nine and three months ended September 30, 2022, respectively.

There were no such securities held with discounts or premiums during the nine and three months ended September 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 June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account.

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

Common Stock Subject to Possible Redemption

8 unchanged sentences

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 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:

SEPTEMBER 30, 2023

In connection with the votes to approve the Second Charter Amendment at the special meeting of stockholders on November 7, 2023, the holders of 98,573 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 $ 10.70 per share, for an aggregate redemption amount of approximately $ 1.1 million.

See “Note 7 – Subsequent Events.”

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 nine months ended September 30, 2023, the Company recorded an increase in the redemption value of $ 4,849,325 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes that had been incurred.

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

For the nine months ended September 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 at June 30, 2022

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

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

3 unchanged sentences

( 317,387,323 )

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

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

Fair Value of Financial Instruments

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● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

● 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.

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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

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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 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.

As of September 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.

The effective tax rate differs from the statutory tax rate of 21 % for the nine and three months ended September 30, 2023 and 2022, primarily

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

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.

1 unchanged sentence

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

JUNE 30, 2023

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

2 unchanged sentences

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 June 30, 2023, and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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.

23 unchanged sentences

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 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 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.

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

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

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.

For the nine months ended September 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

JUNE 30, 2023

Net (Loss) Income Per Common Share

4 unchanged sentences

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 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.

At September 30, 2023 and September 30, 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 (loss) income per common share is as follows:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Basic and diluted net (loss) income per share

2 unchanged sentences

Basic and diluted net (loss) income per share

For the Six Months Ended June 30,

For the Nine months Ended September 30,

Basic and diluted net income per share

5 unchanged sentences

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

Accounting for Convertible

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

2 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

1 unchanged sentence

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.

Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such Investors an aggregate of 999,665 shares of 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.

16 unchanged sentences

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”).

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Promissory Note — Related Party

2 unchanged sentences

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

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

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

Sponsor Loans

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

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 were extended in order to ensure that the amount in the Trust Account is $ 10.20 per public share upon completion of the IPO 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.

10 unchanged sentences

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

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

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

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 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.

The Company has recognized an expense of $ 60,000 and $ 180,000 for the administrative service fee for each of the three and nine months ended September 30, 2023 and 2022, respectively, and is included in operating costs on the condensed statements of operations.

As of September 30, 2023 and December 31, 2022, the Company had $ 40,000 and $ 0 , respectively, 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 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.

As of September 30, 2023 and December 31, 2022, the Company had an outstanding balance due to the affiliate of the Sponsor of $ 44,174 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.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 30, 2023

Note 4 — Commitments and Contingencies

11 unchanged sentences

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.

As of September 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 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.

As of September 30, 2023 and 2022, the Company has incurred approximately $ 2,725,000 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.

1 unchanged sentence

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.

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

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 30, 2023

Note 5 — Stockholders’ Deficit

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

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

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.

As of September 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

1 unchanged sentence

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

As of June 30, 2023 and December 31, 2022, there were 8,625,000 shares of Class B common stock issued and outstanding.

As of September 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:

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 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.

21 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 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 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

The following table presents fair value information as of September 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.

September 30, 2023

December 31, 2022

Marketable securities and cash held in Trust Account

June 30, 2023

September 30, 2023

December 31, 2022

2 unchanged sentences

Sponsor Loans

(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.

As of September 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 September 30, 2023 and December 31, 2022, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices and were classified as Level 2 as there was insufficient activity for the Company’s Public Warrants to be classified as Level 1.

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.

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

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

Fair Value Option

Unpaid Principal Balance

June 30, 2023

September 30, 2023

December 31, 2022

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 30, 2023

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

June 30, 2023

September 30, 2023

December 31, 2022

6 unchanged sentences

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

June 30, 2023

September 30, 2023

December 31, 2022

16 unchanged sentences

Fair value as of June 30, 2023

Change in valuation inputs or other assumptions

Fair value as of September 30, 2023

Note 7 — Subsequent Events

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.

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

On November 2, 2023, the Company entered into the Business Combination Agreement with GCT and Merger Sub.

Pursuant to the Business Combination Agreement, the parties will consummate a business combination transaction pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger as a wholly-owned subsidiary of the Company.

See “Note 1 – Organization, Business Operations and Liquidity – Proposed Business Combination.”

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

In November 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 in connection with the special meeting of stockholders called by the Company and held on November 7, 2023.

In exchange for the foregoing commitments not to redeem such shares, the Company has agreed to allocate to such investors an aggregate of 782,001 Promote Shares and the Sponsor has agreed to surrender and forfeit to the Company for no consideration a number of shares of Class B common stock equal to the number of Promote Shares upon closing of an initial business combination.

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