UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Concord Acquisition Corp III

(Exact name of registrant as specified in its charter)

Delaware

001-41013

86-2171699

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)



477 Madison Avenue New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 883-4330

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	CNDB.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	CNDB	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CNDB.WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No ☐

As of May 6, 2022, there were 34,500,000 shares of Class A common stock, par value $0.0001 per share and 8,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.


		PAGE

PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Balance Sheets	1

	Condensed Statements of Operations (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)	3

	Condensed Statements of Cash Flows (Unaudited)	4

	Notes to Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION		24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	26

Item 6.	Exhibits


	March 31, 2022		December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	719,805	$	1,214,555
Prepaid expenses		451,838		396,482
Total current assets		1,171,643		1,611,037

Long-term prepaid expenses		229,305		323,985
Marketable securities and cash held in Trust Account		352,030,864		351,921,694
Total assets	$	353,431,812	$	353,856,716

Liabilities and stockholders' deficit
Current liabilities:
Due to related party	$	4,273	$	2,727
Accounts payable and accrued offering costs		100,473		309,438
Total current liabilities		104,746		312,165

Sponsor loans		5,357,000		5,490,000
Warrant liability		10,393,500		18,655,000
Deferred underwriters' discount		12,075,000		12,075,000
Total liabilities		27,930,246		36,532,165

Commitments and contingencies

Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.20		351,900,000		351,900,000

Stockholders' deficit:
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		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding		863		863
Additional paid-in capital				—
Accumulated deficit		(26,399,297)		(34,576,312)
Total stockholders' deficit		(26,398,434)		(34,575,449)
Total liabilities and stockholders' deficit	$	353,431,812	$	353,856,716


			For the period from February 18,
	For the Three Months		2021 (inception) through March 31,
	ended March 31, 2022		2021

Formation and operating costs	$	326,655	$	473
Loss from operations		(326,655)		(473)

Other income:
Interest earned on investment held in Trust Account		109,170		—
Change in fair value of warrant liability and sponsor loans		8,394,500		—
Total other income		8,503,670		—

Net income (loss)	$	8,177,015	$	(473)

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		34,500,000		—
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.19	$	(0.00)
Basic and diluted weighted average shares outstanding, Class B common stock		8,625,000		8,625,000
Basic and diluted net income (loss) per share, Class B common stock	$	0.19	$	(0.00)


				Class A			Class B
	Preferred Stock			Common Stock			Common Stock			Additional		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Paid-In Capital		Deficit		Deficit
Balance as of January 1, 2022	—	$	—	—	$	—	8,625,000	$	863	$	—	$	(34,576,312)	$	(34,575,449)
Net income	—		—	—		—	—		—		—		8,177,015		8,177,015
Balance as of March 31, 2022 (unaudited)	—	$	—	—	$	—	8,625,000	$	863	$	—	$	(26,399,297)	$	(26,398,434)


			For the period from
	For the Three		February 18, 2021
	Months ended		(inception) through
	March 31, 2022		March 31, 2021
Cash flows from operating activities:
Net income (loss)	$	8,177,015	$	(473)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investment held in Trust Account		(109,170)		—
Changes in fair value of warrant liability and sponsor loans		(8,394,500)		—

Changes in operating assets and liabilities:
Prepaid expenses		39,324		—
Due to related party		1,546		—
Accounts payable and accrued offering costs		(208,965)		473
Net cash used in operating activities		(494,750)		—

Cash flows from financing activities:
Proceeds from sale of common stock to initial stockholders		—		25,000
Proceeds from issuance of promissory note to related party		—		75,000
Payment of deferred offering costs		—		(74,992)
Net cash provided by financing activities		—		25,008

Net change in cash		(494,750)		25,008
Cash, beginning of the period		1,214,555		—
Cash, end of the period	$	719,805	$	25,008

Supplemental disclosure of cash flow information:
Non-cash financing transactions:
Offering costs included in accounts payable and accrued offering expenses	$	—	$	49,047


					For the period from
	For the Three Months ended				February 18, 2021 (inception)
	March 31, 2022				through March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income (loss)	$	6,541,612	$	1,635,403	$	—	$	(473)

Denominator
Weighted-average shares outstanding		34,500,000		8,625,000		—		8,625,000
Basic and diluted net income (loss) per share	$	0.19	$	0.19	$	—	$	(0.00)

SEC Form 10-Q filed by Concord Acquisition Corp III