United States securities and exchange commission logo
January 5, 2024
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue, 22nd Floor
New York, New York 10022
Re: Concord Acquisition
Corp III
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 21,
2023
File No. 333-275522
Dear Jeff Tuder:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our December 8, 2023
letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Certain Agreements Related to the Business Combination Agreement
PIPE Subscription Agreements; Convertible Note Financing, page 3
1. We note the disclosures
that Concord III s warrants include certain down-round
provisions under which
their exercise price may be reduced if Concord III issues
additional shares of
common stock or securities convertible into or exercisable or
exchangeable for shares
of its common stock for capital raising purposes in connection
with the closing of its
initial business combination at an issue price of less than $9.20 per
share and the
adjustment provisions "may" be triggered by the issuance of the PIPE
Shares and/or the Note
Financing Shares. Please clarify and expand the disclosures here,
and throughout the
filing, to clearly indicate the impact the issuance of the PIPE Shares
and/or the Note
Financing Shares will have on Concord III's warrants.
Jeff Tuder
FirstName LastNameJeff
Concord Acquisition CorpTuder
III
Comapany
January NameConcord Acquisition Corp III
5, 2024
January
Page 2 5, 2024 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 63
2. We note your response to prior comment 8 and the revised disclosures
on page 67. As
noted in your response, please expand the disclosures on page 67 to
clarify how the net
tangible asset requirement is determined, including that the
calculation gives effect to
redemptions from the Trust Account, the receipt of the PIPE and
convertible note
financings, and other transactions contemplated to occur on the
closing, including the
payment of transaction expenses incurred and is performed on a
pre-combination basis
based solely on the assets and liabilities of Concord III and excludes
the assets and
liabilities of GCT. Please also revise related disclosures in the
filing, including on pages 2,
99, and F-32, to be consistent the revised disclosures on page 67.
3. We note your response to prior comment 11. As previously requested,
please explain to us
the terms of the Public Warrants and the terms of the Private Warrants
that preclude
equity classification with more specificity, such as the details of
the settlement terms upon
a change in control or similar transactions, including how you applied
the guidance in
ASC 815-40-55-2 through 815-40-55-6 when analyzing the terms. In
addition, please
explain to us if and how you considered whether the transaction
disclosed on page 184
and/or the consummation of the business combination, which appear to
eliminate the dual
class structure of the common shares, impact your analysis under the
guidance referenced
above.
4. We note the disclosure in note (2) to the table on page 68 states the
number of Concord
III's Class B Common Stock excludes Sponsor shares forfeited of 0,
907,412, 1,412,165,
and 1,916,913 under the No Redemptions scenario, 50% Redemptions
scenario, 75%
Redemptions scenario, and Maximum Redemptions scenarios, respectively.
Please more
fully disclose and explain the terms of the forfeiture of Sponsor
shares under each
scenario since other disclosures throughout the filing appear to
indicate that the forfeiture
of the Sponsor Earnout shares will be based on the weighted average
price of shares
of New GCT Common Stock equaling or exceeding certain minimum share
prices.
5. Refer to adjustment 2(DD) on page 76. Although expenses related to GCT
are and may be
accounted for as offering costs, it appears to us that the expenses
related to Concord III
that have not yet been incurred should be recorded as expenses in the
pro forma statement
of operations for the year ended December 31, 2022 instead of being
recorded in equity.
Please advise or revise.
6. Refer to adjustment 2(DDD) on page 76 and the current disclosures that
it
reflects Concord III's deferred underwriters' discount of $7 million
for all scenarios and
that in December 2023 Concord III negotiated a reduction of the
deferred underwriters'
fees from $12.1 million to $5.1 million. We note disclosures on page
46, and throughout
the filing, that on December 8, 2023 Citi notified Concord III it
waived its entitlement to
the payment of deferred compensation in connection with its role as
underwriter in
Concord III's initial public offering. Please revise the disclosure
here to address this
inconsistency. Please also revise the disclosures that imply the
adjustment is not shown in
Jeff Tuder
Concord Acquisition Corp III
January 5, 2024
Page 3
the pro form statement of operation because it is "non-recurring" and
"not related to the
ongoing business" since we assume the reason it is not included the
pro forma statement
of operations is because the fee was initially recorded as an offering
cost through equity
and is being reversed.
Resignation of Citi, page 94
7. We understand that Citi, an underwriter in your SPAC IPO, has waived
the deferred
underwriting commissions that would otherwise be due to it upon the
closing of the
business combination. Please disclose how this waiver was obtained,
why the waiver was
agreed to, and clarify the SPAC s current relationship with Citi.
Also revise your pro
forma financial information and relevant disclosure referring to the
payment of deferred
underwriting commissions.
8. Please provide us with any correspondence between Citi and Concord
III/GCT relating to
Citi's resignation.
9. Please provide us with the engagement letter between Concord III/GCT
and Citi. Please
disclose any ongoing obligations of the Company pursuant to the
engagement letter that
will survive the termination of the engagement, such as
indemnification provisions, rights
of first refusal, and lockups, and discuss the impacts of those
obligations on the Company
in the registration statement.
10. Please provide us with a letter from Citi stating whether it agrees
with the statements
made in your prospectus related to their resignation and, if not,
stating the respects in
which they do not agree. Please revise your disclosure accordingly to
reflect that you have
discussed the disclosure with Citi and it either agrees or does not
agree with the
conclusions and the risks associated with such outcome. If Citi does
not respond, please
revise your disclosure to indicate you have asked and not received a
response and disclose
the risks to investors. Additionally, please indicate that Citi
withdrew from its role as IPO
underwriter and forfeited its fees, if applicable, and that the firm
refused to discuss the
reasons for its resignation and forfeiture of fees, if applicable,
with management. Clarify
whether Citi performed substantially all the work to earn its fees.
11. Please revise your disclosure to highlight for investors that Citi's
withdrawal indicates that
it does not want to be associated with the disclosure or underlying
business analysis
related to the transaction. In addition, revise your disclosure to
caution investors that they
should not place any reliance on the fact that Citi has been
previously involved with the
transaction and/or the SPAC IPO.
12. Please describe what relationship existed between Citi and Concord III
after the close of
FirstName LastNameJeff Tuder
the IPO, including any financial or merger-related advisory services
conducted by Citi.
Comapany NameConcord
For example, clarifyAcquisition Corp
whether Citi hadIII
any role in the identification or
evaluation of
Januarybusiness
5, 2024 combination
Page 3 targets.
FirstName LastName
Jeff Tuder
FirstName LastNameJeff
Concord Acquisition CorpTuder
III
Comapany
January NameConcord Acquisition Corp III
5, 2024
January
Page 4 5, 2024 Page 4
FirstName LastName
13. We note your disclosure stating that Citi has not been involved in the
preparation and
review of this proxy statement/prospectus. Tell us whether Citi was
involved in the
preparation of any disclosure that is included in this registration
statement/prospectus,
including any analysis underlying disclosure in the registration
statement. If so, clarify
their involvement, whether they have retracted any work product
associated with the
transaction, and the risk of such withdrawal and reliance on their
expertise. Further, please
clarify that Citi claims no role in the SPAC s business combination
transaction and
whether it has affirmatively disclaimed any responsibility for any of
the disclosure in this
registration statement.
14. Please tell us whether you are aware of any disagreements with Citi
regarding the
disclosure in your registration statement/prospectus. Further, please
revise your risk factor
disclosure to clarify that Citi was to be compensated, in part, on a
deferred basis for its
underwriting services in connection with the SPAC IPO and such
services have already
been rendered, yet Citi is waiving such fees and disclaiming
responsibility for this
registration statement.
15. Disclose whether Citi provided you with any reasons for the fee
waiver. If there was no
dialogue and you did not seek out the reasons why Citi was waiving
deferred fees, despite
already completing their services, please indicate so in your
registration statement.
Further, revise the risk factor disclosure to explicitly clarify that
Citi has performed all
their obligations to obtain the fee and therefore is gratuitously
waiving the right to be
compensated.
Intellectual Property, page 145
16. We note your disclosure that GCT entered into a research and
development agreement
with Samsung in July 2020. Please file the agreement as an exhibit to
the proxy
statement/prospectus or please explain why you do not believe that you
are required to do
so.
Executive Compensation of GCT, page 147
17. Please revise your disclosure in this section to reflect the year
ended December 31, 2023.
In addition, please make similar revisions to the disclosure on page
182 to the extent
applicable.
Notes to Financial Statements - Concord Acquisition Corp III
Note 7 - Subsequent Events, page F-24
18. Please address the following:
On page 184, you disclose in connection with the Second Extension,
the Sponsor and
the holders of Concord III Class B Class B Common Stock converted
an aggregate of
8,624,999 shares of Concord III Class B Common Stock to shares of
Concord III
Class A Common Stock, and following the Class B Conversion, there
was one share
of Concord III Class B Common Stock outstanding, which is held by
the Sponsor.
Jeff Tuder
Concord Acquisition Corp III
January 5, 2024
Page 5
Throughout the filing, you disclose on December 8, 2023 Citi
notified Concord III it
waived its entitlement to the payment of $6,999,425 of deferred
compensation in
connection with its role as underwriter in Concord III's initial
public offering.
Based on the date of the auditors' consent, please explain to us why
these events are not
disclosed in the subsequent events note or revise the subsequent
events note accordingly.
Exhibit Index, page II-2
19. We note that you have removed refences to a tax opinion to be filed as
Exhibit 8.1. We
note also your disclosure on page 109 that each of Concord III and GCT
intends and
expects the business combination to qualify as a reorganization within
the meaning of
Section 368(a) of the Code. Please have counsel file an opinion as to
the tax treatment of
the business combination. If counsel will be filing a short form
opinion as Exhibit 8.1,
please ensure that the short-form opinion and the tax disclosure in
the proxy
statement/prospectus both clearly state that the disclosure in the tax
consequences section
of the proxy statement/prospectus is the opinion of the named counsel.
Refer to Section
III.B.2. of Staff Legal Bulletin No. 19.
Please contact Stephany Yang at 202-551-3167 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any
other questions.
FirstName LastNameJeff Tuder Sincerely,
Comapany NameConcord Acquisition Corp III
Division of
Corporation Finance
January 5, 2024 Page 5 Office of
Manufacturing
FirstName LastName