Concord Acquisition Corp III Files 2023 Annual Report on Form 10-K

TL;DR

<b>Concord Acquisition Corp III has filed its 2023 10-K, detailing financial performance and warrant valuations.</b>

AI Summary

Concord Acquisition Corp III (GCTS-WT) filed a Annual Report (10-K) with the SEC on March 8, 2024. Concord Acquisition Corp III filed its 10-K for the fiscal year ending December 31, 2023. The company's principal business address is 477 Madison Avenue, New York, NY 10022. The filing includes information on common stock, warrants, and related party transactions. Fair value measurements for warrants are detailed, including Level 1, Level 2, and Level 3 inputs. The report covers financial data for the fiscal years ending December 31, 2023, 2022, and 2021.

Why It Matters

For investors and stakeholders tracking Concord Acquisition Corp III, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Concord Acquisition Corp III's financial position and activities for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. The detailed breakdown of warrant valuations and related party transactions offers insights into the company's capital structure and potential conflicts of interest or financial arrangements.

Risk Assessment

Risk Level: low — Concord Acquisition Corp III shows low risk based on this filing. The filing is a standard annual report (10-K) for a SPAC, which typically involves less operational risk and more financial/transactional risk, but this specific filing does not highlight immediate or severe risks.

Analyst Insight

Review the detailed financial statements and disclosures regarding warrant valuations and any related party transactions to understand the company's financial health and strategic direction.

Key Numbers

• 2023-12-31 — Fiscal Year End (Concord Acquisition Corp III's fiscal year end)
• 2024-03-08 — Filing Date (Date the 10-K was filed)
• 0001851961 — Central Index Key (Concord Acquisition Corp III's SEC identifier)
• 3674 — SIC Code (Semiconductors & Related Devices)

Key Players & Entities

• Concord Acquisition Corp III (company) — Filer name
• 2023-12-31 (date) — Fiscal year end
• 477 Madison Avenue (address) — Business address
• New York (location) — Business address city
• DE (location) — State of incorporation
• 3674 (industry_code) — Standard Industrial Classification
• 212-883-4330 (phone) — Business phone
• 2024-03-08 (date) — Filing date

FAQ

Risk Factors

• Fair Value Measurements of Warrants [medium — financial]: The company reports on the fair value of its public, private placement, and sponsor loan warrants using Level 1, Level 2, and Level 3 inputs, indicating potential volatility in valuation.
• Related Party Transactions [medium — financial]: Disclosures include information on promissory notes and loans with related parties, which could present conflicts of interest or financial risks.
• SPAC Structure and Business Combination [high — operational]: As a SPAC, the company's primary risk is its ability to identify and complete a business combination within its specified timeframe, impacting its existence and shareholder value.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-08: Filing Date — Date the 10-K was officially submitted to the SEC.

Key Financial Figures

• $0.0001 — ch Registered Class A common stock, $0.0001 par value per share Warrants to purch
• $10.40 — , 2023, based upon the closing price of $10.40 of the Registrant's Class A common stoc
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $345,000,000 — per Unit, generating gross proceeds of $345,000,000. Simultaneously with the consummation o
• $1.00 — vate Placement Warrants") at a price of $1.00 per Private Placement Warrant, generati
• $9,400,000 — ant, generating total gross proceeds of $9,400,000 (the "Private Placement"). The Company
• $6,900,000 — the Company in the aggregate amount of $6,900,000 (the "Sponsor Loans"). The Sponsor Loan
• $351,900,000 — Private Placement Warrants. A total of $351,900,000 of the net proceeds from the IPO, the P
• $10.42 — at a redemption price of approximately $10.42 per share, for an aggregate redemption
• $317,000,000 — gate redemption amount of approximately $317,000,000, leaving approximately $42,000,000 in t
• $42,000,000 — ely $317,000,000, leaving approximately $42,000,000 in the Trust Account. The Second Exten
• $10.70 — at a redemption price of approximately $10.70 per share, for an aggregate redemption
• $1,100,000 — gate redemption amount of approximately $1,100,000, leaving approximately $42,200,000 in t
• $42,200,000 — ately $1,100,000, leaving approximately $42,200,000 in the Trust Account and 3,941,361 shar
• $350,000,000, m — Company Value" means an amount equal to $350,000,000, minus the amount of indebtedness of GCT i

Filing Documents

• cndb-20231231x10k.htm (10-K) — 1693KB
• cndb-20231231xex31d1.htm (EX-31.1) — 12KB
• cndb-20231231xex31d2.htm (EX-31.2) — 12KB
• cndb-20231231xex32d1.htm (EX-32.1) — 7KB
• cndb-20231231xex97d1.htm (EX-97.1) — 34KB
• 0001410578-24-000166.txt (&nbsp;) — 6894KB
• cndb-20231231.xsd (EX-101.SCH) — 55KB
• cndb-20231231_cal.xml (EX-101.CAL) — 36KB
• cndb-20231231_def.xml (EX-101.DEF) — 241KB
• cndb-20231231_lab.xml (EX-101.LAB) — 448KB
• cndb-20231231_pre.xml (EX-101.PRE) — 354KB
• cndb-20231231x10k_htm.xml (XML) — 963KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 60 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 67 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 67 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 67 Item 9A.

Controls and Procedures

Controls and Procedures. 67 Item 9B. Other Information. 68 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 68 PART III Item 10. Directors, Executive Officers and Corporate Governance. 68 Item 11.

Executive Compensation

Executive Compensation. 74 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 75 Item 13. Certain Relationships and Related Transactions, and Director Independence. 76 Item 14. Principal Accountant Fees and Services. 80 PART IV Item 15. Exhibits and Financial Statement Schedules. 80 Item 16. Form 10-K Summary. 83

SIGNATURES

SIGNATURES 82 2 Table of Contents PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some statements contained in this Annual Report on Form 10-K (this "Annual Report") are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination, including the Transactions; our expectations around the performance of a prospective target business or businesses, including GCT; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; our potential ability to obtain additional financing to complete our initial business combination, including the Transactions; our pool of prospective target businesses and industries; our ability to consummate an initial business combination due to the uncertainty resulting from general economic and geopolitical conditions; the ability of our officers and directors to ge

BUSINESS

ITEM 1. BUSINESS Overview Concord Ac quisition Corp III ("Concord III," the "Company," "we," or "us") are a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. We may also pursue business combination targets that could be in discussions with Concord Acquisition Corp II ("Concord II"), a special purpose acquisition company sponsored by affiliates of our sponsors, which completed its initial public offering in September 2021. We may pursue a merger opportunity in any industry or sector. We have sought to acquire established and growing businesses that we believe are fundamentally sound with an attractive financial profile and poised for continued and accelerating growth, but potentially in need of some form of financial, operational, strategic or managerial guidance to maximize value. On November 8, 2021, we completed an initial public offering (the "IPO," or the "Initial Public Offering") 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. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously with the consummation of the IPO, the Company completed a private placement of an aggregate of 9,400,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $9,400,000 (the "Private Placement"). The Company also executed promissory notes with Concord Sponsor Group III LLC (the "Sponsor") and CA2 Co-Investment LLC (the "CA2," together with the Sponsor, the "Sponsors"), evidencing loans to the Company in the aggregate amount of $6,900,000 (the "Sponsor Loans"). The Sponsor Loans sha

View Full Filing

View this 10-K filing on SEC EDGAR