Business Context and Reporting Period
This Form 8-K reports on events occurring on November 8, 2021, for Concord Acquisition Corp III (a Special Purpose Acquisition Company or SPAC). The filing details the completion of the Company's Initial Public Offering (IPO), a concurrent private placement, and the establishment of a trust account. Note: The input metadata references "GCT Semiconductor Holding, Inc.", but the filing text explicitly identifies the registrant as Concord Acquisition Corp III.
Key Financial Metrics
- Gross Proceeds (IPO): $345,000,000 from the sale of 34,500,000 Units at $10.00 per Unit (including full over-allotment exercise).
- Gross Proceeds (Private Placement): $9,400,000 from the sale of 9,400,000 Private Placement Warrants at $1.00 per warrant.
- Debt/Loans: $6,900,000 in promissory notes executed with Sponsors (Concord Sponsor Group III LLC and CA2 Co-Investment LLC).
- Liquidity/Trust Account: $351,900,000 deposited into a trust account for public stockholders.
- Revenue/Profit/Margins: Not applicable. The filing text does not provide operating revenue, profit, or margin data as the Company is a pre-operational SPAC.
Material Changes
The filing represents the Company's initial capitalization event. There is no prior comparable period for operating metrics. The material change is the transition from a private entity to a public company with $351.9 million in liquid assets held in trust.
Guidance, Outlook, and Risks
- Capital Structure: Each Unit consists of one share of Class A Common Stock and one-half of one redeemable warrant. Whole warrants are exercisable at $11.50 per share.
- Sponsor Loan Terms: The $6.9 million Sponsor Loans may be repaid or converted into warrants at the Sponsors' discretion at a conversion price of $1.00 per warrant.
- Outlook: The Company is an emerging growth company. No specific business target or merger timeline is provided in this specific filing text.
- Unusual Items: The filing includes an audited balance sheet as of November 8, 2021, reflecting the immediate receipt of proceeds.
Investor Verification Checklist
- Verify the exact number of Units sold (34.5 million) and the full exercise of the over-allotment option.
- Confirm the total amount deposited in the trust account ($351.9 million) against the sum of IPO proceeds, private placement proceeds, and sponsor loans.
- Review the terms of the Sponsor Loans regarding the discretion to convert debt to equity.
- Check the attached Exhibit 99.1 (Audited Balance Sheet) for the precise cash position and liabilities as of the IPO date.