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 June 30, 2023

☐ 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 August 10, 2023, there were 4,039,934 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.

Table of Contents

CONCORD ACQUISITION CORP III

QUARTERLY REPORT ON FORM 10-Q

Table of Contents


		PAGE

PART I. FINANCIAL INFORMATION		2

Item 1.	Financial Statements	2

	Condensed Balance Sheets	2

	Condensed Statements of Operations (Unaudited)	3

	Condensed Statements of Changes in Stockholders’ Deficit (Unaudited)	4

	Condensed Statements of Cash Flows (Unaudited)	5

	Notes to Condensed Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION		27

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits

Table of Contents

CONCORD ACQUISITION CORP III

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

CONCORD ACQUISITION CORP III

CONDENSED BALANCE SHEETS


	June 30, 2023
	(unaudited)		December 31, 2022
Assets
Current Assets:
Cash	$	699,150	$	521,149
Prepaid expenses		172,082		331,453
Total Current Assets		871,232		852,602

Marketable securities and cash held in Trust Account		42,626,002		356,190,233
Total Assets	$	43,497,234	$	357,042,835

Liabilities and Stockholders' Deficit
Current Liabilities:
Due to related party	$	4,174	$	10,024
Accrued income taxes		518,833		485,207
Accounts payable and accrued expenses		2,629,647		79,569
Excise tax payable		3,173,873		—
Total Current Liabilities		6,326,527		574,800

Warrant liability		533,000		1,812,200
Sponsor loans, at fair value		1,673,000		1,000,000
Deferred underwriters' discount		12,075,000		12,075,000
Total Liabilities		20,607,527		15,462,000

Commitments and Contingencies

Common stock subject to possible redemption, 4,039,934 and 34,500,000 shares at redemption value of $10.57 and $10.31 at June 30, 2023 and December 31, 2022, respectively		42,706,975		355,643,935

Stockholder's 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 4,039,934 and 34,500,000 shares subject to possible redemption at June 30, 2023 and December 31, 2022, respectively		—		—
Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding		863		863
Additional paid-in capital		—		—
Accumulated deficit		(19,818,131)		(14,063,963)
Total Stockholders' Deficit		(19,817,268)		(14,063,100)
Total Liabilities and Stockholders' Deficit	$	43,497,234	$	357,042,835

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

Table of Contents

CONCORD ACQUISITION CORP III

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

Operating costs	$	2,962,231	$	282,565	$	3,288,761	$	609,220
Loss From Operations		(2,962,231)		(282,565)		(3,288,761)		(609,220)

Other Income:
Income from operating Bank Account		2,208		—		2,208		—
Income from investments held in Trust Account		1,955,134		418,987		5,734,105		528,157
Change in fair value of warrant liability and sponsor loans		1,378,500		7,301,500		606,200		15,696,000
Total Other Income		3,335,842		7,720,487		6,342,513		16,224,157

Income before provision for income taxes		373,611		7,437,922		3,053,752		15,614,937
Provision for income taxes		(400,600)		(57,969)		(1,183,684)		(57,969)
Net (loss) income	$	(26,989)	$	7,379,953	$	1,870,068	$	15,556,968

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		15,420,618		34,500,000		24,907,604		34,500,000
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.00)	$	0.17	$	0.06	$	0.36

Basic and diluted weighted average shares outstanding, Class B common stock		8,625,000		8,625,000		8,625,000		8,625,000
Basic and diluted net (loss) income per share, Class B common stock	$	(0.00)	$	0.17	$	0.06	$	0.36

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

Table of Contents

CONCORD ACQUISITION CORP III

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

SEC Form 10-Q filed by Concord Acquisition Corp III