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Item 9A. Controls and Procedures

2024-03-08 compared with 2023-02-27 · 478 added, 426 removed, 693 unchanged (57% of the section changed)

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

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

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

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

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

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

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

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

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Based on our evaluation under the 2013 Framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2023, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments.

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

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

generally accepted accounting principles.

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

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

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

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

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

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

Changes in Internal Control Over Financial Reporting

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

During the fourth calendar quarter of the year-ended December 31, 2023, the Company has continued to make changes in its internal control over financial reporting to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our consolidated financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

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

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

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

Jeff Tuder serves as our Chief Executive Officer.

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

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

Tuder has also been the Chief Executive Officer of Concord I and Concord III, and a director of Concord III.

Previously, Mr.

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Tuder is currently a member of the Board of Directors of Inseego Corporation (NASDAQ:

INSG), Unico American (NASDAQ:

UNAM), and Seachange International (NASDAQ:

INSG and serves as a board advisor to various private companies.

He previously served on the board of directors of Unico American (NASDAQ:UNAM).

Tuder received a B.A.

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Peter Ort serves on our board of directors.

Ort is Co-Founder of CurAlea Associates LLC, which provides customized software and advisory solutions to wealth and asset managers.

Ort is also a General Partner at Cambium Capital Partners, an early stage venture capital firm focused on advanced computing in areas such as machine learning specific chips, quantum computing, and application specific devices.

Previously, Mr.

Ort spent the bulk of his career at Goldman Sachs, where he was a Managing Director and co-head of the Hedge Fund Strategies Group, overseeing manager selection for a $25 billion portfolio, and also worked in the

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

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

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

Ort is Head of Product at FS Investments and is a Partner at Cambium Capital.

He previously co-founded CurAlea Associates and was a Managing Director at Goldman Sachs, where he was co- head of the Hedge Fund Strategies Group and also worked in the firm’s Private Equity Group and Financial Institutions Group in New York and Tokyo.

Ort graduated from Duke University, obtained J.D.

degrees from New York University, and is a member of the New York and New Jersey State Bars.

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

degrees from New York University, is a member of the New York and New Jersey State Bars, and was a Fulbright Scholar in Japan.

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

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King began his career at Salomon Brothers, which was later acquired by Citigroup.

During his tenure at Citi, he served as Global Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA (Europe, Middle East and Africa) Region and Head of Corporate and Investment Banking for the EMEA region.

During his tenure at Citigroup, he served as Global Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA (Europe, Middle East and Africa) Region and Head of Corporate and Investment Banking for the EMEA region.

King moved to Barclays Investment Bank and held several senior roles before becoming CEO, including Head of European Investment Banking, Co-Head of Global Corporate Finance, Global Head of Investment Banking.

King received his MBA with distinction from the Wharton School, University of Pennsylvania and his Bachelor of Arts degree from Bowdoin College.

He currently serves on the Board of Directors of Radius Global Infrastructure, Inc.

RADI) and Clear Channel Outdoor Holdings, Inc.

CCO) and various private boards and Chairs the Board of Trustees at the King School in Stamford, Connecticut.

He previously served on the Board of Directors of Radius Global Infrastructure, Inc.

RADI) and currently serves on the board of directors of SVB Financial Group and Clear Channel Outdoor Holdings, Inc.

CCO) and is a member of the Board of Trustees at the King School in Stamford, Connecticut.

Larry Leibowitz serves on our board of directors.

Leibowitz is a finance and technology entrepreneur who specializes in business transformation and capital markets.

Leibowitz is an Operating Partner of Atlas, and is a Strategic Advisor and Board Director of Crux Informatics.

Leibowitz currently serves on the Board of Directors of Cowen, Inc (NASDAQ:

COWN), an independent investment bank, as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the cryptocurrency, asset management technology and digital law businesses.

Leibowitz is an Operating Partner of Atlas Merchant Capital, and Board Director of Enfusion Inc.

(NYSE:ENFN), as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the data management, fintech, digital law, and site logistics businesses.

Most recently, Mr.

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Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office of the first class of directors, consisting of Peter Ort, will expire at our first annual meeting of stockholders.

The term of office of the first class of directors, consisting of Peter Ort, expired at our first annual meeting of stockholders and Mr.

Ort was re-elected as a Class I director.

The term of office of the second class of directors, consisting of Larry Leibowitz and Thomas King, will expire at our second annual meeting of stockholders.

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We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

· assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor ’ s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

· assisting board oversight of (1) the integrity of our consolidated financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

· the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

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· obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

· meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” ;

· meeting to review and discuss our annual audited consolidated financial statements and quarterly consolidated financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

· reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

· reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

· reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our consolidated financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

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We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

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The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

Clawback Policy

On November 30, 2023, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation received by any the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and NYSE rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”).

The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board.

If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

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

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

The following table sets forth information regarding the beneficial ownership of our shares of common stock as of March 5, 2024 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock by:

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

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Concord Sponsor Group III LLC (2)

683 Capital Management, LLC(4)

Highbridge Capital Management, LLC(5)

Saba Capital Management, L.P.(6)

Larry Leibowitz

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(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Concord Acquisition Corp III, 477 Madison Avenue, New York, NY 10022.

(2) Concord Sponsor Group III LLC, our sponsor, is the record holder of the shares of Class B common stock reported herein.

(2) Concord Sponsor Group III LLC, our sponsor, is the record holder of the shares of Class A common stock and shares of Class B common stock reported herein.

Our sponsor is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder.

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Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

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

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

683 Capital Partners, LP, a Delaware limited partnership;

and Ari Zweiman, a citizen of the United States (collectively, the “683 Reporting Persons”).

As of October 26, 2021, 683 Capital Partners, LP beneficially owned 2,475,000 units, which contain 2,475,000 shares of Common Stock.

683 Capital Management, LLC, as the investment manager of 683 Capital Partners, LP, may be deemed to have beneficially owned the 2,475,000 shares of Common Stock beneficially owned by 683 Capital Partners, LP.

Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 2,475,000 shares of Common Stock beneficially owned by 683 Capital Management, LLC.

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

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

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

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

Weinstein, a citizen of the United States;

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

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

(3) Consists of 7,957,726 shares of Class A common stock and 1 share of Class B common stock.

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

(8) Interests shown consist of shares of Class B common stock.

(5) Interests shown consist of shares of Class A common stock converted from shares of Class B common stock.

The founder shares and the private placement units (including the underlying private placement warrants, the private placement shares and the shares of Class A common stock issuable upon exercise of the private placement warrants) are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement with us to be entered into by our initial stockholders.

Those lock-up provisions provide that such securities are not transferable or salable (1) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (2) in the case of the private placement units (including the underlying private placement warrants, the private placement shares and the shares of Class A common stock issuable upon exercise of the private placement warrants), until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsors, or any affiliates of our sponsors, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (2) in the case of the private placement units (including the underlying private placement warrants, the private placement shares and the shares of Class A common stock issuable upon exercise of the private placement warrants), until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsors, or any affiliates of our sponsors, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

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

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

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

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

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

In November 2021, we effected a stock dividend of 1,437,500 shares with respect to our Class B common stock, resulting in our initial stockholders holding an aggregate of 8,625,000 founder shares.

In November 2023, our Sponsor and the holders of the founder shares converted an aggregate of 8,624,999 shares of Class B Common Stock to shares of Class A Common Stock in accordance with the Existing Certificate of Incorporation (the “Class B Conversion”).

Following the Class B Conversion, there was one share of Class B Common Stock outstanding, which is held by the Sponsor.

Our sponsor currently holds 7,957,727 founder shares, CA2 Co-Investment currently holds 577,273 founder shares and each of our three independent directors currently holds 30,000 founder shares.

Our sponsors purchased an aggregate of 9,400,000 private placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $9,400,000.

There will be no redemption rights or liquidating distributions from the Trust Account with respect to the founder shares or placement warrants, which will expire worthless if we do not consummate a business combination before May 8, 2023 or during any Extension Period.

As such, our sponsors’ interest in this transaction is valued at $9,400,000.

Among the private placement warrants, 8,260,606 warrants were purchased by our sponsor and/or its designees and 1,139,394 warrants were purchased by CA2 Co-Investment and/or its designees.

On November 2, 2023, the Company, GCT and the Sponsor entered into the Sponsor Support Agreement.

Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forfeit an aggregate amount of up to 2,820,000 Private Placement Warrants concurrently with the closing of the proposed Business Combination.

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

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

On November 2, 2023, the Company, GCT and the Sponsor entered into a

Sponsor Support Agreement.

Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forgive all amounts outstanding under the Sponsor Loan upon the closing of the proposed Business Combination.

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

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Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

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

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

As of December 31, 2023, the Company had $100,000 due to the affiliate of the Sponsor related to the administrative service fee.

In association with the Company’s proposed Business Combination, GCT has agreed to pay certain SPAC expenses through the Business Combination which includes the administrative service fee.

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

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

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

As of December 31, 2023 the Company had an outstanding balance due to the affiliate of the Sponsor of $920 related to reimbursements for out-of-pocket expenses.

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

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

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

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

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

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

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

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

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

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

At December 31, 2023, $35,000 related to the loan was outstanding.

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

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

and (3) their rights to liquidating distributions from the Trust Account with respect to any founder shares and private placement shares they hold if we fail to complete our initial business combination within 18 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame), and (y) the founder shares are subject to certain transfer restrictions.

and (3) their rights to liquidating distributions from the Trust Account with respect to any founder shares and private placement shares they hold if we fail to complete our initial

business combination within 18 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame), and (y) the founder shares are subject to certain transfer restrictions.

We have entered into a registration rights agreement with respect to the founder shares, private placement warrants, Sponsor Loan warrants and warrants that may be issued upon conversion of working capital loans and Sponsor Loans and the shares (and any shares of common stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion of working capital loans or Sponsor Loans).

In April 2023, the Sponsor entered into non-redemption agreements with certain holders of Concord III Class A common stock in exchange for them agreeing not to redeem their shares of Concord III Class A common stock in connection with the First Extension.

The non-redemption agreements provide for the transfer and assignment of economic interest of an aggregate of 999,665 shares of Concord III Class B common stock held by the Sponsor.

Pursuant to the non-redemption agreements, the Sponsor has agreed to transfer such founder shares to the investors upon closing of an initial business combination.

In November 2023, Concord III and the Sponsor entered into non-redemption agreements with certain holders of Concord III Class A common stock in exchange for them agreeing not to redeem their shares of Concord III Class A common stock in connection with the Second Extension.

In exchange for the foregoing commitments not to redeem such shares, Concord III agreed to allocate to such investors an aggregate of 781,961 shares of Concord III Class A common stock, and the Sponsor agreed to surrender and forfeit to Concord III for no consideration an equal number of founder shares, upon closing of an initial business combination.

Concurrently with the execution and delivery of the Business Combination Agreement, Concord III entered into the Sponsor Support Agreement with GCT, the Sponsor and CA2.

See “ Item 1 - Business Combination Agreement;

Certain Agreements Related to the Business Combination.

Contemporaneously with the Closing, Concord III, certain stockholders of GCT, the Sponsor and certain stockholders of Concord III will enter into the Registration Rights Agreement.

See “ Item 1 - Business Combination Agreement;

Certain Agreements Related to the Business Combination.

Contemporaneously with the Closing, certain stockholders of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares of GCT Common Stock as of the Closing, will enter into the Lock-Up Agreement.

See “ Item 1 - Business Combination Agreement;

Certain Agreements Related to the Business Combination.

The Sponsor and Concord III’s officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred by them in connection with activities on Concord III’s behalf, such as identifying potential target businesses, performing due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospectus target businesses to examine their operations.

Concord III’s audit committee will review and approve all reimbursements and payments made to the Sponsor, officers, directors or their affiliates.

There is no limit on the amount of such reimbursement by Concord III.

To the extent such expenses exceed the available proceeds not deposited in the Trust Account and interest earned on the funds in the Trust Account that Concord III is entitled to withdraw, such expenses would not be reimbursed by Concord III unless it consummates an initial business combination.

Other than the foregoing, no compensation or fees of any kind will be paid to the Sponsor, members of Concord III’s management team or their respective affiliates, for services rendered prior to or in connection with the consummation of the initial business combination.

All ongoing and future transactions between Concord III and any of its officers and directors or their respective affiliates will be on terms believed by Concord III to be no less favorable to it than are available from unaffiliated third parties.

Such transactions will

require prior approval by a majority of Concord III’s uninterested “independent” directors or the members of its board who do not have an interest in the transaction, in either case who had access, at Concord III’s expense, to its attorneys or independent legal counsel.

Concord III will not enter into any such transaction unless its disinterested “independent” directors determine that the terms of such transaction are no less favorable to Concord III than those that would be available to it with respect to such a transaction from unaffiliated third parties.

Related Party Policy

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● repayment of an aggregate of up to $200,000 in loans made to us by our sponsors to cover offering-related and organizational expenses;

● payment to an affiliate of our sponsor of a total of $20,000 per month, for up to 24 months from the closing of the IPO, for office space, administrative and support services;

● payment to an affiliate of our sponsor of a total of $20,000 per month, continuing until the earlier of the consummation of an initial business combination or liquidation, for office space, administrative and support services;

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

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

Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender.

Up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender, and up to $350,000 of such loans are non-interest bearing, unsecured, are not convertible into warrants or any other securities, and due at the closing of a business combination.

These payments may be funded using the net proceeds of our initial public offering and the sale of the private placement units not held in the Trust Account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the Trust Account released to us in connection therewith.

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The following is a summary of fees paid to Marcum for services rendered.

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

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

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

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

For the year ended December 31, 2023, fees for our independent registered public accounting firm were $93,730 for the services Marcum performed in connection with the quarterly reviews of our unaudited interim financial information included in Form 10-Q and the audit of our December 31, 2023 consolidated financial statements included in this report.

Audit-Related Fees.

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

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

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

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

For the year ended December 31, 2022, we did not pay Marcum fees for audit-related fees.

For the year ended December 31, 2023, fees for our independent registered public accounting firm were $79,825 for Form S-4 registration statement consent and comfort letter related services Marcum performed in connection with our Business Combination.

For the year ended December 31, 2022 and for the year ended December 31, 2023, we paid Marcum $6,798 and $11,949, respectively, for Federal and State tax compliance and tax return preparation.

All Other Fees .

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

We did not pay Marcum for other services for the year ended December 31, 2022 and for the year ended December 31, 2023.

Pre-Approval Policy

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The following documents are filed as part of this report or incorporated herein by reference:

(1) Financial Statements

(2) Financial Statements Schedule

(1) Consolidated Financial Statements

(2) Consolidated Financial Statements Schedule

(3) Exhibits:

The following documents are included as exhibits to this Annual Report:

Business Combination Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III, GCT Semiconductor, Inc.

and Gibraltar Merger Sub Inc.

Amended and Restated Certificate of Incorporation.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Concord Acquisition Corp III, dated May 4, 2023

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Concord Acquisition Corp III, dated November 7, 2023.

Specimen Unit Certificate.

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and Cowen and Company, LLC.

Form of Non-Redemption Agreement and Assignment of Economic Interest

Form of Non-Redemption Agreement

Form of Registration Rights Agreement

Form of Lock-Up Agreement

Form of PIPE Subscription Agreement

Sponsor Support Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III, GCT Semiconductor, Inc., Concord Sponsor Group III LLC and CA2 Co-Investment LLC.

Stockholder Support Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III and certain stockholders of GCT Semiconductor, Inc.

Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).

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Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Clawback Policy

XBRL Instance Document*

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** Furnished herewith.

+ Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.

(1) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 9, 2021.

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

(4) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 7, 2023.

(5) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2023.

(6) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 30, 2023.

(7) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 8, 2023.

(8) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2023.

FORM 10-K SUMMARY

CONCORD ACQUISITION CORP III

INDEX TO FINANCIAL STATEMENTS

December 31, 2022

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Consolidated Financial Statements:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on the Financial Statements

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

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

We have audited the accompanying consolidated balance sheets of Concord Acquisition Corp III (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

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

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

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

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

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

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

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

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses on or before August 8, 2024.

There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund further business operations prior to August 8, 2024, if at all.

The Company also has no approved plan in place to extend the business combination deadline and lacks the capital resources needed to fund operations even if the deadline to complete a business combination was postponed to a later date.

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

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

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

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

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

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

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

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Philadelphia, Pennsylvania

February 27, 2023

March 8, 2024

CONCORD ACQUISITION CORP III

Balance Sheets

December 31, 2022 and 2021

CONSOLIDATED BALANCE SHEETS

December 31, 2023

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Current Assets:

Prepaid expenses

Expense reimbursement receivable from GCT

Prepaid expenses and other current assets

Total Current Assets

Long-term prepaid expenses

Marketable securities and cash held in trust account

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Accrued income taxes

Accounts payable and accrued expenses

Accrued legal expense

Accrued capital markets advisory expense

Other accounts payable and accrued expenses

Excise tax payable

Total Current Liabilities

Warrant liability

Warrant liability, at fair value

Promissory note - related party

Sponsor loans, at fair value

Deferred underwriters' discount

Deferred underwriters’ commission

Total Liabilities

Commitments and Contingencies

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

Common stock subject to possible redemption, 3,941,361 and 34,500,000 shares at redemption value of $ 10.76 and $ 10.31 at December 31, 2023 and 2022, respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

200,000,000 shares authorized;

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

8,624,999 and 0 shares issued and outstanding, excluding 3,941,361 and 34,500,000 shares subject to possible redemption at December 31, 2023 and 2022, respectively

Class B Common stock, $ 0.0001 par value;

20,000,000 shares authorized;

8,625,000 shares issued and outstanding

1 share and 8,625,000 shares issued and outstanding at December 31, 2023 and 2022, respectively

Additional paid-in capital

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Total Liabilities and Stockholders’ Deficit

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

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

CONCORD ACQUISITION CORP III

Statements of Operations

For the period

from February

Formation and operating costs

CONSOLIDATED STATEMENTS OF OPERATIONS

Operating costs, net

Loss From Operations

( 4,867,708 )

Other Income (Expense):

Income from investments held in Trust Account

( 1,172,506 )

Other income (loss):

Income from operating bank account

Income from cash and investments held in trust account

Recovery of offering costs attributable to warrant liability

Change in fair value of warrant liability and sponsor loans

Offering costs attributable to warrant liability

( 2,913,800 )

Fair value of Private Placement Warrants in excess of purchase price

Total other income, net

Income before provision for income taxes

(Loss) income before provision for income taxes

Provision for income taxes

( 1,385,741 )

Net (Loss) Income

( 1,995,754 )

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

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

Diluted net income per share, Class A common stock subject to possible redemption

Basic weighted average shares outstanding, Class B common stock

Diluted weighted average shares outstanding, Class B common stock

Basic net income per share, Class B common stock

Diluted net income per share, Class B common stock

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

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

Basic and diluted weighted average shares outstanding, Class A and Class B common stock not subject to redemption

Basic and diluted net (loss) income per share, Class A and Class B common stock not subject to redemption

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

CONCORD ACQUISITION CORP III

Statements of Changes in Stockholders’ Deficit

For the year ended December 31, 2022 and

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Preferred Stock

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Stockholders’

Balance as of January 1, 2022

Balance as of December 31, 2021

( 34,576,312 )

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( 14,063,100 )

Preferred Stock

Additional Paid-

Stockholders’

Balance – February 18, 2021 (inception)

Issuance of Class B common stock to Sponsor

Remeasurement of shares subject to redemption

Contribution - non-redemption agreements

Fair value of shareholder non-redemption agreements

( 6,981,310 )

Excise tax payable attributable to redemption of common stock

( 3,184,272 )

Conversion of Class B common stock to Class A common stock

( 8,624,999 )

Partial waiver of deferred underwriters’ commission

Extinguishment of debt

Increase in redemption value of shares subject to possible redemption

( 5,209,575 )

( 1,995,754 )

Balance as of December 31, 2023

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( 14,490,954 )

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

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

CONCORD ACQUISITION CORP III

Statements of Cash Flows

For the period from

February 18, 2021

For the Year ended

(inception) through

CONSOLIDATED STATEMENTS OF CASH FLOWS

December 31, 2023

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Cash Flows from Operating Activities:

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

Income from investments held in Trust Account

Net (loss) income

( 1,995,754 )

Changes in fair value of warrant liability and sponsor loans

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Income from cash and investments held in trust account

( 6,795,482 )

( 5,091,197 )

Fair value of Private Placement Warrants in excess of purchase price

Offering costs attributable to warrant liability

Changes in fair value of warrant liability and sponsor loans

( 21,332,800 )

Recovery of offering costs attributable to warrant liability

Changes in operating assets and liabilities:

Expense reimbursement receivable from GCT

Prepaid expenses

Due to related party

Accrued income taxes

Accounts payable and accrued offering costs

Accrued income taxes, net

Accrued legal expense

Accrued capital markets advisory expense

Other accounts payable and accrued expenses

Net Cash Used in Operating Activities

( 2,677,129 )

Cash Flows From Investing Activities:

Amounts withdrawn from Trust Account to pay taxes

Investment of cash in Trust Account

( 1,516,064 )

Net Cash Provided (Used) In Operating Activities

( 351,900,000 )

Cash Flows from Investing Activities:

Cash withdrawn from trust account to pay taxes

Cash withdrawn from trust account in connection with redemptions

Net Cash Provided by Operating Activities

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriters’ discount

Proceeds from issuance of private placement warrants

Proceeds from issuance of sponsor loans

Proceeds from sale of common stock to initial shareholders

Proceeds from issuance of promissory note to related party

Payment of offering costs

Repayment of promissory note to related party

Net Cash Provided By Financing Activities

Redemption of common stock

( 318,441,770 )

Net Cash Used in Financing Activities

( 318,406,770 )

Net change in cash

Cash, beginning of the period

Cash, end of the period

Cash, beginning of the year

Cash, end of the year

Supplemental disclosure of cash flow information:

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Increase in redemption value of shares subject to possible redemption

Initial classification of warrant liability

Deferred underwriting fee payable

Offering costs included in accounts payable and accrued offering expenses

Non-cash contribution - non-redemption agreements

Partial waiver of deferred underwriter commission

Excise tax payable attributable to redemption of common stock

Conversion of Class B common stock to Class A common stock

Extinguishment of debt

Other supplemental cash flow information:

Federal income tax paid

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

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Note 1 — Organization, Business Operations and Liquidity

ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

Organization and General

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As of December 31, 2023, the Company had not commenced any operations.

All activity for the period from February 18, 2021 (inception) through December 31, 2022, 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.

All activity for the period from February 18, 2021 (inception) through December 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 and completion of the proposed Business Combination (described below).

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”).

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.

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.

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(1) the completion of the initial Business Combination;

(2) the redemption of any public shares properly submitted

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

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

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

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

As of December 31, 2023, the amount in the Trust Account available for redemption is approximately $ 10.76 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.

In accordance with guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity.

The public shares are subject to FASB ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize this change immediately.

The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with 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).

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.

In November 2023, the Sponsor and the holders of the founder shares converted an aggregate of 8,624,999 shares of Class B common stock to shares of Class A common stock.

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.

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 781,961 shares 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 $ 1,100,000 , leaving approximately $ 42,200,000 in the Trust Account and 3,941,361 shares of Class A common stock subject to possible redemption outstanding immediately following these redemptions.

Deferred Underwriters’ Commission

In December 2023, one of the underwriters waived any right to receive the deferred underwriters’ commission of $ 6,991,425 and will therefore receive no additional underwriting commissions in connection with the closing of a Business Combination.

After one of the

Company’s underwriters waived their right to the deferred underwriters’ commission, the remaining underwriters are entitled to a deferred underwriters’ commission of $ 5,083,575 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

(see Note 4).

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 $ 350,000,000 , 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 $ 29,900,000 (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 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 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 forfeiture 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.

Additionally, GCT has agreed to pay (i) all SEC and other regulatory filing fees incurred in connection with the proposed Business Combination, (ii) such expenses incurred in connection with printing, mailing, and soliciting proxies with respect to the Registration Statement and Proxy Statement, (iii) such expenses incurred in connection with any filings with or approvals from the NYSE in connection with the proposed Business Combination, including any expenses and fees incurred by the Company to maintain the minimum NYSE listing requirements, (iv) such expenses relating to the filing fees and notification requirements under the HSR Act, and (v) the SPAC Extension Expenses.

As of December 31, 2023 the Company has received $ 413,529 for the reimbursement of expenses and offset the reported expenses by $ 709,970 for amounts reimbursed or reimbursable by GCT.

As of December 31, 2022, no amounts were received from GCT and no expenses were offset for any expense to be incurred by GCT related to the proposed Business Combination.

As of December 31, 2023 and 2022, $ 296,441 and $ 0 , respectively, is due from GCT and reported on the balance sheet as expense reimbursement receivable from GCT.

On February 27, 2024, the Company held a special meeting in lieu of the 2024 annual meeting of stockholders in connection with the proposed Business Combination.

At the Special Meeting, the Company’s stockholders approved the Business Combination Proposal, the Charter Amendment Proposal, each of the Governance Proposals (on a non-binding advisory basis), the election of each director nominee pursuant to the Election of Directors Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal, and the NYSE Proposal, in each case as defined and described in greater detail in the Final Prospectus.

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 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:

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

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

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

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.

The Sponsors, officers and directors have agreed to waive:

(1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination;

(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).

(1) their redemption rights with respect to any Founder shares (as described in Note 5) or Converted Shares (as described below) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination;

(2) their redemption rights with respect to any Founder shares or Converted 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 or Converted 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).

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:

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

Conversion of Class B Shares to Class A Shares

On November 16, 2023, the holders of the Company’s Class B common stock, par value $ 0.0001 per share, converted 8,624,999 shares of the Company’s Class B common stock into an equal number of the Company’s Class A common stock, par value $ 0.0001 per share (the “Converted Shares”).

The Converted Shares are not redeemable and have no rights to any net assets in the Trust Account.

Liquidity and Going Concern Considerations

As of December 31, 2023, the Company had cash on hand of $ 16,371 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 year ended December 31, 2022, the Company withdrew $ 822,658 from the Trust Account, all of which was used to pay taxes.

Investment income on the cash 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 year ended December 31, 2023, the Company withdrew $ 2,137,351 from the Trust Account for the payment of taxes.

The Sponsor agreed to loan the Company up to $ 350,000 to be used to pay operating expenses and $ 35,000 is drawn down on this loan.

Additionally, GCT has agreed to reimburse the Company for certain Business Combination related expenses.

As of December 31, 2023 $ 296,441 is due from GCT.

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

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

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

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

as a going concern.

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

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 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 Current Extended Date.

Notification from the New York Stock Exchange

On January 19, 2024, the Company received a notification (the “Notice”) from the New York Stock Exchange (the “NYSE”) informing the Company that, because the number of public stockholders is less than 300 , the Company is not in compliance with Section

802.01B of the NYSE Listed Company Manual (the “Listing Rule”).

The Listing Rule requires the Company to maintain a minimum of 300 public stockholders on a continuous basis.

The Notice specifies that the Company has 45 days to submit a business plan that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice.

The business plan will be reviewed by a Committee of the NYSE.

The Committee will either accept the plan, at which time the Company will be subject to quarterly monitoring for compliance with this business plan, or the Committee will not accept the business plan and the Company will be subject to suspension and delisting procedures.

The Company submitted its Compliance Plan on February 28, 2024.

Although the Company submitted a Compliance Plan on February 28, 2024, the Company cannot assure that its securities will continue to be listed on the NYSE in the future or prior to a Business Combination.

Risks and Uncertainties

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

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

Note 2 — Significant Accounting Policies

The continuing military conflict between the Russian Federation and Ukraine, the military action between Hamas and Israel and the risk of escalations of other military conflicts have created and are expected to create global economic consequences.

The specific impact on the Company’s financial condition, results of operations, and cash flows is not determinable as of the date of these consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S.

The accompanying consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All intercompany transactions have been eliminated.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation.

The reclassification had no impact on operating costs, net, net (loss) income, earnings per share, current or total assets or liabilities, or total equity.

Emerging Growth Company

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The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

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.

This may make comparison of the Company’s consolidated 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.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

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

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

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

Expense Reimbursement Receivable from GCT

In association with the Company’s proposed Business Combination, GCT has agreed to pay (i) all SEC and other regulatory filing fees incurred in connection with the proposed Business Combination, (ii) such expenses incurred in connection with printing, mailing, and soliciting proxies with respect to the Registration Statement and Proxy Statement, (iii) such expenses incurred in connection with any filings with or approvals from the NYSE in connection with the proposed Business Combination, including any expenses and fees incurred by the Company to maintain the minimum NYSE listing requirements, (iv) such expenses relating to the filing fees and notification requirements under the HSR Act, and (v) the SPAC Extension Expenses.

As of December 31, 2023 the Company has received $ 413,529 for the reimbursement of expenses and offset the reported expenses by $ 709,970 for amounts reimbursed or reimbursable by GCT.

As of December 31, 2022, no amounts were received from GCT and no expenses were offset for any expense to be incurred by GCT related to the proposed Business Combination.

As of December 31, 2023 and 2022, $ 296,441 and $ 0 , respectively, is due from GCT and reported on the balance sheet as expense reimbursement receivable from GCT.

Marketable Securities and Cash Held in Trust Account

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

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

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

As of December 31, 2023 and 2022, investments held in Trust Account consisted of interest bearing demand deposits and mutual funds that invest primarily in U.S.

government securities, respectively, and generally have a readily determinable fair value.

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

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

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

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

During the year ended December 31, 2022 the Trust Account held U.S.

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

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

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

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

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

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

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

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

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

Interest income is recognized when earned.

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

During the year ended December 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 cash and investments held in Trust Account” line item in the consolidated statement of operations.

Accretion of the discounts amounted to $ 320,030 for the year ended December 31, 2022.

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

Concentration of Credit Risk

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

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

Accordingly, offering costs were initially charged to stockholders’ equity (consisting of underwriting discount, deferred underwriters’ commission, and other offering costs offset by offering costs attributable to the warrant liability and recorded in the statement of operations).

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

Deferred Underwriters’ Commission

The Company complies with ASC Topic 405 “Liabilities” and derecognized the deferred underwriting commission liability upon being released of the obligation by the underwriters.

Upon the IPO, the Company treated the deferred underwriter’s commission as an offering cost (as discussed above).

To account for the waiver of the deferred underwriting commission, the Company reduced the deferred underwriter commission liability and reversed the previously recorded cost of issuing the instruments in the IPO, which included recognizing a contra-expense in the amount previously allocated to liability classified warrants and expensed upon the IPO, and reduced the accumulated deficit and increased income available to Class B common stock, which was previously allocated to the Class A common stock subject to redemption and accretion recognized at the IPO date.

Common Stock Subject to Possible Redemption

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value.

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480.

Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value.

Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

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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 FINANCIAL STATEMENTS

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

The 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.

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

Therefore, all 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 .

In connection with the votes to approve the Second Charter Amendment at the special meeting of stockholders on November 7, 2023, 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 $ 1,100,000 .

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

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

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

Gross proceeds

Deferred underwriting costs, net of amounts attributable to warrant liability

( 11,431,342 )

Paid underwriting fees, net of amounts attributable to warrant liability

For the year ended December 31, 2023 and 2022, the changes in Class A common stock subject to possible redemption are as follows:

Class A common stock subject to possible redemption

January 1, 2022

Increase in redemption value of shares subject to possible redemption

December 31, 2022

January 1, 2023

Increase in redemption value of shares subject to possible redemption

( 30,558,639 )

Proceeds allocated to Public Warrants

( 318,441,770 )

Other offering costs paid

Remeasurement of shares subject to redemption

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

Increase in redemption value of shares subject to possible redemption

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

December 31, 2023

Fair Value of Financial Instruments

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Derivative Financial Instruments

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Warrant Liability

The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Such guidance provides that because the warrants do not meet the criteria for equity classification thereunder, each warrant must be classified as a liability.

Accordingly, the Company classifies each warrant as a liability at its fair value.

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

As of December 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.

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

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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 year ended December 31, 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, offering costs attributable to the warrants, and the valuation allowance on the deferred tax assets.

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.

1 unchanged sentence

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

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

5 unchanged sentences

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

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

federal and various state income tax returns.

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

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

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

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

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

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

9 unchanged sentences

In addition, certain exceptions apply to the excise tax.

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

Department of

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

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

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

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

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.

Department of the Treasury.

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

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

Net Income Per Common Share

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

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

For the year ended December 31, 2023 and 2022, the Company has recognized $ 3,184,272 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 consolidated statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

Net (Loss) Income Per Common Share

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

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

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

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

The 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 warrants are contingently convertible.

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

At December 31, 2023 and 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.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Net income per common share is as follows:

Period from February 18, 2021

(inception) through

When applying the two-class method for determining net income per share, the Company has elected to exclude remeasurement associated with the redeemable shares of Class A common stock to redemption value as the redemption amount is not in excess of fair value.

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

Year Ended December 31,

December 31, 2021

Basic and diluted net income per share

Allocation of net income (Basic net income per share)

Dilutive effect of contingently issued stock

Allocation of net income (Diluted net income per share)

Basic weighted-average shares outstanding

Dilutive effect of contingently issued stock

Diluted weighted-average shares outstanding

Basic net income per share

Diluted net income per share

Basic and diluted net (loss) income per share

Allocation of net (loss) income

( 1,247,339 )

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

Non-Redemption Agreements

In April 2023, the Sponsor and certain investors (“NRA 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 shares of Class B common stock upon the consummation of an initial Business Combination.

In November 2023, the Sponsor and the holders of the founder shares converted an aggregate of 8,624,999 shares of Class B common stock to shares of Class A common stock.

The Company estimated the aggregate fair value of the shares attributable to the April 2023 Non-Redemption Agreements to be $ 884,554 or $ 0.88 per share.

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 781,961 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.

The Company estimated the aggregate fair value of the shares attributable to the November 2023 Non-Redemption Agreements to be $ 6,096,756 or $ 7.80 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 Promote Shares assigned to the Investors are recognized as offering costs and charged to stockholders’ deficit.

The value of the Class B common stock to be forfeited by the Sponsors is reported as an increase to stockholders’ deficit.

Recent Accounting Pronouncements

4 unchanged sentences

The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.

The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

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.

Note 3 — Initial Public Offering

On November 8, 2021, the Company completed its IPO of 34,500,000 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 .

Each Unit consists of one share of Class A common stock and one -half of one redeemable warrant.

Each whole public warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 per share.

Each public warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

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

Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5 % or $ 12,075,000 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Company completed a private placement of an aggregate of 9,400,000 warrants at a price of $ 1.00 per Private Placement Warrant, generating total gross proceeds of $ 9,400,000 .

A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account.

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Note 5 — Related Party Transactions

The Company does not believe adoption of ASU 2020-06 on January 1, 2024 will have a significant impact on its consolidated financial statements.

RELATED PARTY TRANSACTIONS

Founder Shares

5 unchanged sentences

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

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

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

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

The Converted Shares are not redeemable and have no rights to any net assets in the Trust Account.

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

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

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

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”).

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

Promissory Note — Related Party

1 unchanged sentence

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

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

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

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

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

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

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

There was $ 35,000 and no balance outstanding as of December 31, 2023 and December 31, 2022, respectively.

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 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.

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.

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

On November 2, 2023, the Company, GCT and the Sponsor entered into a Sponsor Support Agreement.

Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forgive all amounts outstanding under the Sponsor Loans upon the closing of the proposed Business Combination which was determined to be a modification of the Sponsor Loan.

The Company follows the guidance of ASC Topic 470-50 “Debt—Modifications and Extinguishments,” for loan modifications.

The Company’s Sponsor continues to maintain an equity interest in the Company.

The Company determined that after accounting for the modification of the Sponsor Loan, the cash flows of the Sponsor Loan were substantially different and as such should be accounted for as an extinguishment of the original debt and the recognition of new debt.

As such, the Company recognized a gain on extinguishment of the Sponsor Loans in the Company’s consolidated changes in stockholders’ equity calculated as the difference between the fair value of the Sponsor Loan under the original Sponsor Loan Agreement and the fair value of the Sponsor Loan under the updated terms of the Sponsor Support Agreement on the date of the extinguishment.

During the year ended December 31, 2023, the Company recognized a gain of $ 2,343,000 from the changes in the fair value of the Sponsor loans in the consolidated statements of operations before the extinguishment event, and $ 3,343,000 related to the extinguishment of the Sponsor Loans in its consolidated statement of stockholders’ deficit.

Related Party Loans

6 unchanged sentences

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

Related Party Extension Loans

The Company will have until May 8, 2023, to consummate an initial business combination.

However, if the Company anticipates that it may not be able to consummate its initial business combination by May 8, 2023, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (or until August 8, 2023 or November 8, 2023, as applicable), subject to the sponsor depositing additional funds into the Trust Account as set out below.

The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension.

Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate its initial business combination to be extended for any such three-month period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $3,450,000 (or $0.10 per unit sold in this offering in either case, up to an aggregate of $6,900,000), on or prior to the date of the applicable deadline, for each three month extension.

Any such payment would be made in the form of a non-interest-bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to the Company upon completion of its initial business combination.

Any such extension loan may be converted into warrants at the price of $1.00 per warrant at the option of the lender at or prior the time of the business combination.

The warrants would be identical to the private placement warrants issued to the Company’s sponsors.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial business combination.

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

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

Administrative Service Fee

The Company has agreed to pay an affiliate of its Sponsor, commencing on November 3, 2021, a total of $ 20,000 per month for office space, utilities and secretarial and administrative support.

The Company has agreed to pay an affiliate of its Sponsor a total of $ 20,000 per month for office space, utilities and secretarial and administrative support.

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 $ 240,000 for the administrative service fee for the year ended December 31, 2022 and $ 38,000 for the period from the November 3, 2021 to December 31, 2021.

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

Additionally, as described in Note 2, GCT has agreed to reimburse the Company for the administrative service fee incurred after the execution date of the Business Combination Agreement.

The aggregate administrative service fee for the year ended December 31, 2023 was $ 240,000 .

The Company has recognized an expense of $ 220,000 for the administrative service fee, net of $ 20,000 for the amount reimbursed by GCT for the year ended December 31, 2023.

For the year ended December 31, 2022, the Company recognized $ 240,000 for the administrative service fee.

For the administrative service fee, as of December 31, 2023 and 2022, the Company had $ 100,000 and $ 0 , respectively, reported on the consolidated balance sheet and included in due to related party.

Due to Related Party

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

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

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Note 6 — Commitments and Contingencies

As of December 31, 2023 and 2022, the Company had an outstanding balance due to the affiliate of the Sponsor of $ 100,920 and $ 10,024 , respectively, including the administrative service fee discussed above.

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

COMMITMENTS AND CONTINGENCIES

Registration Rights

4 unchanged sentences

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

Underwriters Agreement

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 .

Deferred Underwriters’ Commission

The Company agreed to 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 .

In December 2023, one of the underwriters waived any right to receive the deferred underwriters’ commission and will therefore receive no additional underwriting commissions in connection with the closing of a Business Combination.

The Company considers the deferred underwriters’ commission an offering cost.

Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Upon the waiver of these offering costs, a portion of these offering costs were recorded to the statement of operations and to stockholders’ equity.

As a result of the waived deferred underwriters’ commission, the Company recognized $ 372,678 of income, $ 6,618,747 was recorded to accumulated deficit and the deferred underwriters’ commission was reduced by $ 6,991,425 .

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 December 31, 2023, $ 2,500,000 was accrued under Accrued capital markets advisory expense on the consolidated balance sheet for the fee as the amount was earned and 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 December 31, 2022 and December 31, 2021, the Company has incurred approximately $ 1,000 and $ 0 , respectively in fees contingent on the closing of a business combination.

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

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

Note 7 — Stockholders’ Equity

As of December 31, 2023 and 2022, the Company has incurred approximately $ 3,610,000 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 and $ 1,110,000 is related to legal fees payable contingent on a business combination.

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

The Capital Markets Advisor Fee amount is included in Accrued capital markets advisory expense and legal fees payable contingent on a business combination are included in Accrued legal expense on the consolidated balance sheets.

In connection with the Special Meetings, stockholders holding 30,558,639 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 $ 318,441,770 .

As such, the Company has recorded an excise tax liability of $ 3,184,272 on the consolidated balance sheet as of December 31, 2023.

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

Business Combination Agreement

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.”

STOCKHOLDERS’ DEFICIT

Preferred Stock

4 unchanged sentences

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

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

As of December 31, 2023 and 2022, there were 8,624,999 and 0 shares of Class A common stock issued and outstanding , excluding 3,941,361 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 December 31, 2022 and 2021, there were 8,625,000 shares of Class B common stock issued and outstanding.

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

As of December 31, 2023 and 2022, there were 1 and 8,625,000 shares, respectively, of Class B common stock issued and outstanding .

As described in Note 3, 8,624,299 shares of Class B common stock were converted to an equal number of shares of non-redeemable Class A common stock during the year ended December 31, 2023.

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

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

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

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

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

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

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

securities issued, or to be issued, to any seller in the initial Business Combination.

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

11 unchanged sentences

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

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

13 unchanged sentences

In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment).

Note 8— Fair Value Measurement

On November 2, 2023, the Company, GCT and the Sponsor entered into the Sponsor Support Agreement.

The Company’s Private Placement Warrants are equity contracts classified as a liability.

The Company follows the guidance in accordance with ASC 815-40 with this modification to the Private Placement Warrants.

With the effect of the changed terms, the Company recognized a gain of $ 169,200 in the Company’s consolidated statement of operations.

FAIR VALUE MEASUREMENT

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

Marketable securities and cash held in Trust Account

Warrant Liability – Public Warrants (a)

Warrant Liability – Private Placement Warrants

Marketable securities held in Trust Account

Warrant Liability – Public Warrants

Warrant Liability – Private Placement Warrants (b)

Sponsor Loans

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

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

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

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

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

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

(b) At December 31, 2023, 2,820,000 Private Placement Warrants subject to forfeiture have no value as there is an assumed 100 % probability of forfeiture due to the proposed Business Combination.

As of December 31, 2023, cash held in the Trust Account was held in an interest-bearing demand deposit account and at December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities.

Demand deposit accounts and mutual funds generally have a readily determinable fair value.

Such investments in the Trust Account are presented on the consolidated balance sheets at fair value at the end the reporting period.

The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices at the close of market.

At December 31, 2022, there was insufficient trading volume for the Company’s Public Warrants to be classified as Level 1 and, as a result, were classified as Level 2.

At December 31, 2023, the Company determined there was sufficient trading activity to classify its Public Warrants as Level 1.

The fair value of the Company’s Private Placement Warrants (not subject to forfeiture) 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.

In association with the Company’s Sponsor Support Agreement with GCT, the Sponsor agreed to forfeit up to 2,820,000 Private Placement Warrants upon the consummation of the Business Combination.

For those Private Placement Warrants that became subject to forfeiture, the Company used a probability-weighted scenario analysis to value the Private Placement Warrants (subject to forfeiture) as of December 31, 2023.

The change in valuation models between December 31, 2023 and

December 31, 2022 was implemented as the probability-weighted scenario analysis better represents the fair value of the Private Placement Warrants that became subject to forfeiture during the year ended December 31, 2023.

In association with the Company’s Sponsor Support Agreement with GCT, the Sponsor agreed to forgive all amounts outstanding under the Sponsor Loan upon the closing of the proposed Business Combination.

The Company valued the Sponsor Loans using a bond plus call approach as of December 31, 2022.

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

Upon forgiveness of the outstanding balance under the Sponsor Loans, the Company used a probability-weighted scenario analysis as of December 31, 2023.

The change in valuation models between December 31, 2023 and December 31, 2022 was implemented as the probability-weighted scenario analysis better represents the fair value of the Sponsor Loans that were modified during the year ended December 31, 2023.

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

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

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

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

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

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

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

As such, the warrants must be recorded on the balance sheet at fair value.

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

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

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

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

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

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

Fair Value Option

The following table sets forth the fair value and unpaid principal balance as of December 31, 2023 and 2022 for the Sponsor Loans.

Unpaid Principal Balance

1 unchanged sentence

December 31, 2022

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

Common stock price

Risk-free interest rate (Bond)

Risk-free forward interest rate (Conversion Option)

Expected term in years

Expected volatility

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 December 31, 2022 and 2021.

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

Common stock price

Risk-free interest rate

Expected term in years

Expected volatility

Exercise price

Warrant fair value

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

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

December 31, 2021

Public Warrants

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

Common stock price

7 unchanged sentences

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

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

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

Change in fair value

( 10,021,645 )

Fair Value at December 31, 2021 – Warrant liabilities

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

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:

Fair value of financial instruments classified as Level 3

Public and Private

Sponsor Loans

January 1, 2022

Public Warrants reclassified to level 1

( 6,727,500 )

Change in fair value

( 11,288,300 )

Fair Value at December 31, 2022 – private placement warrants

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

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

Private Placement

Initial measurement of fair value on November 8, 2021

Change in valuation inputs or other assumptions

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions

( 11,288,300 )

( 4,490,000 )

( 16,842,800 )

December 31, 2022

January 1, 2023

Change in fair value of warrants subject to forfeiture

Change in valuation inputs or other assumptions

Extinguishment of debt

( 3,343,000 )

Fair value as of December 31, 2022

Note 9 — Income Taxes

December 31, 2023

As of December 31, 2023 and 2022, the Company’s net deferred tax assets are as follows:

1 unchanged sentence

Organizational costs/startup expenses

Federal net operating loss

Federal net operating loss carryforward

Total deferred tax asset

Valuation allowance

( 1,223,864 )

Deferred tax asset, net of allowance

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

The income tax provision consists of the following:

For the period from February 18,

2021 (inception) through

December 31, 2023

2 unchanged sentences

Income tax provision

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

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

As of December 31, 2023 and 2022, the Company had no U.S.

federal net operating loss carryovers and no state net operating loss carryovers available to offset future taxable income.

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.

Management considers the scheduled reversal of deferred tax liabilities, if any, 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 year ended December 31, 2022, the change in the valuation allowance was $ 172,282 .

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

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

For the period from February 18,

2021 (inception) through

For the years ended December 31, 2023 and 2022, there was an increase in the valuation allowance of $ 980,208 and $ 172,282 , respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate, as a percentage of income before income taxes, is as follows:

December 31, 2023

2 unchanged sentences

Transaction costs

Change in fair value of the warrant liability and Sponsor Loans

Fair value of Private Placement Warrants in excess of purchase price

Change in fair value of warrant liability and Sponsor Loans

Transaction costs allocated to warrants

Change in valuation allowance

Income tax provision

Note 10— Subsequent Events

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

The Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.

SUBSEQUENT EVENTS

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

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 consolidated financial statements.

On February 27, 2024, the Company held a special meeting in lieu of the 2024 annual meeting of stockholders in connection with the proposed Business Combination.

At the Special Meeting, the Company’s stockholders approved the Business Combination Proposal,

the Charter Amendment Proposal, each of the Governance Proposals (on a non-binding advisory basis), the election of each director nominee pursuant to the Election of Directors Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal, and the NYSE Proposal, in each case as defined and described in greater detail in the Final Prospectus.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Concord Acquisition Corp III

February 27, 2023

March 8, 2024

/s/ Jeff Tuder

Chief Executive Officer

February 27, 2023

March 8, 2024

/s/ Michele Cito

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 27, 2023.

Capacity in Which Signed

12 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures