United States securities and exchange commission logo
April 22, 2021
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue
New York, NY 10022
Re: Concord Acquisition
Corp III
Registration
Statement on Form S-1
Filed March 26,
2021
File No. 333-254789
Dear Mr. Tuder:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed March 26, 2021
Risk Factors
Since our initial stockholders will lose their entire investment in
us..., page 45
1. You describe conflicts
of interest on page 45 in circumstances where the founder shares
become worthless
without an initial business combination. Please also disclose in
quantitative and
qualitative terms how economic incentives could result in substantial
misalignment of
interests where an initial business combination does occur. For example,
since your sponsor and
officers and directors acquired 20% of your ordinary shares for
approximately $0.003
per share and the offering is for $10.00 per unit, the officers and
directors could make a
substantial profit after the initial business combination even if
public investors
experience substantial losses. Please revise here and elsewhere as
appropriate.
Jeff Tuder
Concord Acquisition Corp III
April 22, 2021
Page 2
Our amended and restated certificate of incorporation...., page 63
2. We note your disclosure here and on page 137 that your exclusive forum
provision will
not apply to suits brought to enforce any liability or duty created by
the Securities Act or
the Exchange Act, for which the federal district courts of the United
States of America
shall be the sole and exclusive forum. In that regard, we note that
Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
over all suits brought to enforce any duty or liability created by the
Securities Act or the
rules and regulations thereunder. Please clarify.
Principal Stockholders, page 118
3. Please identify the persons with voting and dispositive control over CA2
Co-
Investment LLC.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Eric McPhee at 202-551-3693 or Wilson Lee at
202-551-3468 if you
have questions regarding the financial statements and related matters. Please
contact Ronald
(Ron) E. Alper at 202-551-3329 or Maryse Mills-Apenteng at 202-551-3457 with
any other
questions.
Sincerely,
FirstName LastNameJeff Tuder
Division of
Corporation Finance
Comapany NameConcord Acquisition Corp III
Office of Real
Estate & Construction
April 22, 2021 Page 2
cc: Jason Simon
FirstName LastName