Business Context and Reporting Period
This Form 8-K reports the Initial Public Offering (IPO) and related transactions for Concord Acquisition Corp III (not GCT Semiconductor Holding, Inc., as indicated in the metadata). The report date is November 3, 2021, covering events through the IPO closing on November 8, 2021. The Company is a Delaware corporation and an emerging growth company.
Key Financial Metrics
- Gross IPO Proceeds: $345,000,000 from the sale of 34,500,000 Units at $10.00 per Unit (including full over-allotment exercise).
- Private Placement Proceeds: $9,400,000 from the sale of 9,400,000 Private Placement Warrants at $1.00 per warrant.
- Sponsor Loan Proceeds: $6,900,000 from promissory notes issued to the Sponsor and CA2 Co-Investment.
- Trust Account Balance: $351,900,000 deposited into the Trust Account for public stockholders.
- Warrant Exercise Price: $11.50 per share for public warrants.
Material Changes and Transactions
The filing details the consummation of the IPO and the entry into several material definitive agreements, including an Underwriting Agreement with Citigroup Global Markets Inc. and Cowen and Company, LLC. The Company amended its Certificate of Incorporation to authorize 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B Common Stock. Additionally, the Company executed promissory notes for sponsor loans which may be converted into warrants at $1.00 per warrant.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 18 months from the IPO closing to complete an initial business combination. This period may be extended by up to six months (totaling 24 months) if the Sponsor deposits additional funds into the Trust Account.
- Redemption Rights: Public shareholders have the right to redeem their shares for a pro rata portion of the Trust Account if the Company fails to complete a business combination within the specified timeframe or upon certain amendments to the Certificate of Incorporation.
- Trust Account Restrictions: Funds in the Trust Account generally cannot be released until the completion of a business combination, shareholder redemption, or dissolution, except for interest used to pay taxes or up to $100,000 for dissolution expenses.
- Board Appointments: Peter Ort, Thomas King, and Larry Leibowitz were appointed to the Board of Directors effective November 3, 2021.
Investor Verification Checklist
- Verify the exact amount of underwriting discounts and commissions deducted from the $345,000,000 gross IPO proceeds to determine net cash available outside the Trust Account.
- Confirm the specific terms regarding the Sponsor's obligation to deposit additional funds to extend the business combination deadline beyond 18 months.
- Review the transfer restrictions and redemption rights differences between the Public Warrants and the Private Placement Warrants.
- Check the status of the $6,900,000 Sponsor Loan Notes to determine if they have been converted to warrants or remain as debt obligations.