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, 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 August 12, 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.

Table of Contents

CONCORD ACQUISITION CORP III

QUARTERLY REPORT ON FORM 10-Q

Table of Contents


		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’ (Deficit) Equity (Unaudited)	3

	Condensed Statements of Cash Flows (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

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	28

Item 6.	Exhibits

Table of Contents

PART I. FINANCIAL INFORMATION

Item I. Financial Statements (Unaudited)

CONCORD ACQUISITION CORP III

CONDENSED BALANCE SHEETS


	June 30, 2022
	(unaudited)		December 31, 2021
Assets
Current Assets:
Cash	$	541,119	$	1,214,555
Prepaid expenses		426,449		396,482
Total Current Assets		967,568		1,611,037

Long-term prepaid expenses		133,573		323,985
Marketable securities and cash held in Trust Account		352,449,851		351,921,694
Total Assets	$	353,550,992	$	353,856,716

Liabilities and Stockholders’ Deficit
Current Liabilities:
Due to related party	$	7,445	$	2,727
Taxes payable		57,969		—
Accounts payable and accrued expenses		80,059		309,438
Total Current Liabilities		145,473		312,165

Sponsor loans, at fair value		2,586,000		5,490,000
Warrant liability		5,863,000		18,655,000
Deferred underwriters’ discount		12,075,000		12,075,000
Total Liabilities		20,611,504		36,532,165

Commitments and Contingencies

Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.21 at June 30, 2022 and $10.20 at December 31, 2021		352,118,133		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		(19,237,477)		(34,576,312)
Total Stockholders’ Deficit		(19,236,614)		(34,575,449)
Total Liabilities and Stockholders’ Deficit	$	353,550,992	$	353,856,716

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 period
			from February 18,
			2021
	For the Six Months		(inception)		For the Three Months ended		For the Three Months ended
	ended June 30,		through June 30,		June 30,		June 30,
	2022		2021		2022		2021

Formation and operating costs	$	609,220	$	473	$	282,565	$	—
Loss from operations		(609,220)		(473)		(282,565)		—

Other income:
Income from investments held in Trust Account		528,157		—		418,987		—
Change in fair value of warrant liability and sponsor loans		15,696,000		—		7,301,500		—
Total other income		16,224,157

SEC Form 10-Q filed by Concord Acquisition Corp III