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December 8, 2023
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue, 22nd Floor
New York, New York 10022
Re:Concord Acquisition Corp III
Registration Statement on Form S-4
Filed November 13, 2023
File No. 333-275522
Dear Jeff Tuder:
            We have reviewed your 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.
Registration Statement on Form S-4 Filed November 13, 2023
Certain Other Interests in the Business Combination, page 8
1.We note that TD Cowen performed additional services after the IPO and the IPO
underwriting fee was deferred and conditioned on completion of a business combination.
Please quantify the aggregate fees payable to TD Cowen that are contingent on
completion of the business combination.
Summary Risk Factors, page 8
2.We note that your introductory paragraph in this section refers readers to your annual and
quarterly reports. Since you are not eligible to incorporate by reference at this time, please
remove this statement and revise to include any risks that you believe to be material.
Include a statement confirming that all material risks have been disclosed. Refer to Item
105 of Regulation S-K.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 2
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 2
3.Please revise to include the risk factor disclosure regarding the risks that you could be
deemed to be an investment company as disclosed on page 15 of your definitive proxy
statement on Schedule 14A filed October 13, 2023. Please update the second risk factor to
indicate whether the trustee has liquidated the U.S. government treasury obligations or
money market funds held in the trust account.
4.Revise your disclosure here and in other relevant parts of the registration statement to
highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
Risks Related to GCT's Business
GCT has a history of losses, and ..., page 23
5.Please revise your risk factor to clarify and more fully address the following:
•In the second paragraph you disclose GCT may not be able to "sustain its revenue
growth"; however, we note GCT’s annual and interim net revenues declined by 35%
in FY 2022 and 30% in FY 2023 relative to the comparative periods. Revise your
disclosures to: eliminate the reference to revenue growth; quantify and disclose the
declines in net revenues GCT experienced during the periods presented; and address
any risks associated with the declining revenue trend.
•In the third paragraph you disclose the failure to raise additional equity "may"
adversely affect GCT’s ability to continue as a going concern; however, we note
both GCT management and its auditors have concluded there is substantial doubt
about GCT’s ability to continue as a going concern. Revise your disclosures that
imply GCT’s ability to continue as a going concern may be adversely impacted to
clearly disclose and discuss that GCT management and its auditors have concluded
there is substantial doubt about GCT’s ability to continue as a going concern and
address any risks associated with their conclusion.
Risks Related to GCT's Industry and Regulatory Environment, page 23
6.We note your disclosure stating that "[i]nflation, deflation and economic recessions that
adversely affect the global economy and capital markets also adversely affect GCT’s
customers and end consumers."  Please update this risk factor if recent inflationary
pressures have materially impacted GCT's operations. In this regard, identify the types of
inflationary pressures GCT is facing and how its business has been affected. Also identify
actions planned or taken, if any, to mitigate inflationary pressures.
Risks Related to Concord III and the Business Combination
The Private Warrants are accounted for as liabilities and ..., page 50
7.Please clarify the inconsistency between with the disclosures here and in the notes to the
historical financial statements regarding the warrants. In this regard, we note your risk
factor indicates Concord III's Private Warrants are accounted for as liabilities and could

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 3
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 3
have a material impact on financial results; however, based on the notes to the historical
financial statements, it appears both Concord III's Public Warrants and Private Warrants
are accounted for as liabilities.
Unaudited Pro Forma Condensed Combined Financial Information, page 58
8.We note your disclosure that one of the conditions to the Business Combination is that
Concord III will have at least $5,000,001 of net tangible assets upon the consummation of
the Closing, as disclosed on pages 2, 90, F-7, F-30, and A-56. We also note your
disclosure on page 61 that under all redemption scenarios, the Post-Combination
Company would have net tangible assets greater than $5,000,001. Based on the pro forma
balance sheet, it is not clear to us how you made that determination or how any of the
redemption scenarios satisfy the net tangible asset requirement. Please revise the filing to
clarify and explain how you determined the net tangible asset requirement will be satisfied
under each redemption scenario presented.
9.Please revise the tabular presentation of pro forma shares on page 62 to more fully address
the following:
•Explain how the numbers of shares presented in the table were determined for each
stockholder group. For example, we note the shares related to Concord III Public
stockholders and Sponsor stockholders do not agree to Concord III's historical
financial statements due to revisions in share amounts subsequent to the historical
balance sheet date. To the extent share amounts are not readily reconcilable, provide
additional footnotes to the table to disclose how the share amounts were determined.
•Explain shares related to NRA investors.
•Explain the purpose of and accounting for shares related to GCT Insider Incentive
stockholders.
•Each redemption scenario includes 521,268 shares identified as SPAC public
stockholders-Incentive for Extension. We note disclosure on page 166 that 782,001
shares of common stock were allocated to certain holders of Concord III Class A
Common Stock in exchange for them agreeing not to redeem their shares of Concord
III Class A Common Stock in connection with the Second Extension. Clarify whether
these shares relate to the same transaction and reconcile the amounts. Alternatively,
explain what transaction the 521,267 Incentive for Extension shares relate to and
disclose how the 782,001 shares are reflected in the pro forma financial statements.
•Explain or provide a cross reference to all potentially dilutive shares not included in
the table, as disclosed in note 3 on page 70.
10.We note your disclosures on pages F-13 and F-35 that Concord III determined a Business
Combination is not probable until it is completed and, therefore, no stock-based
compensation expense has been recognized regarding the Founder Shares in the historical
financial statements. Please explain how the stock-based compensation for the Founder
Shares is accounted for and reflected in the pro forma financial statements.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 4
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 4
11.We note your disclosures on pages F-13 and F-35 that Concord III accounts for both the
Public Warrants and the Private Warrants as liabilities in its historical financial
statements. Please more fully explain to us the terms of the Public Warrants and the terms
of the Private Warrants that result in liability classification. Please also more fully explain
to us, and revise the pro forma financial statements to address, how you considered
whether the Business Combination will impact the accounting for and classification of the
Public Warrants and the Private Warrants at the combined company subsequent to the
transaction.
12.Refer to notes 2(B) and 2(BB) on page 67. We note additional shares to be issued under
the PIPE Financing and the Convertible Note Financing will be issued at $6.67 per share.
It appears the issuance of shares for cash at a price substantially below the redemption
price should be highlighted and more fully disclosed and discussed in the filing, including
under risk factors, since this appears to indicate that the redemption price per share
exceeds the per share fair value of the shares to be issued.
13.Refer to note 2(P) on page 69. It is not clear why an adjustment to record transaction costs
resulted in a decrease in expenses. Please clarify or revise.
14.In regard to note 4 on page 71, please more fully address the following:
•Confirm you intend to complete the assessment of the accounting for the Earnout
Shares and revise the pro forma financial statements, if applicable, prior to
effectiveness and will disclose and discuss the accounting literature you rely on.
•Confirm your assessment of the Earnout Shares will include both the GCT
Shareholder Earnout Shares and Sponsor Earnout Shares.
•Confirm the pro forma footnote will provide a sensitivity analysis to quantify and
disclose the potential impact that changes in material assumptions related to the
valuation of the Earnout Shares could have on the pro forma financial statements, if
applicable.
Description of the Business Combination, page 59
15.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.
GCT Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 145
16.We note throughout the discussion of results of operations you attribute changes in each
financial statement line item to numerous causal factors. Please revise your disclosures to
provide a more detailed and granular discussion that provides greater transparency into the
material components and potential variability of your net revenue, cost of net revenue, and
loss from operations during the periods presented. For example, for each financial

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 5
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 5
statement line item where you attribute changes to multiple components, revise your
disclosures to:
•Identify and quantify each individually material component;
•Quantify the change in each respective component during each period; and
•Disclose and discuss the reasons for material changes in each component identified.
For example, please expand your discussions of net revenues to quantify the impact that
changes in volumes sold and changes in average selling prices had during each period
presented and specifically address the reasons for the material declines in net revenues,
including your expectations regarding whether the declining revenue trend is expected to
continue. Please also expand your discussions of cost of net revenues to quantify
and specifically address the reasons for the material increase in gross profit margin during
the interim period.
Liquidity, Going Concern and Capital Resources, page 148
17.Please revise your disclosures to more fully address the following:
•In the third paragraph you disclose "if the Business Combination is not
consummated" there are circumstances that raise substantial doubt about GCT's
ability to continue as a going concern; however, we note both GCT management and
its auditors have concluded there is substantial doubt about GCT’s ability to continue
as a going concern. Revise your disclosures that imply GCT’s ability to continue as a
going concern will occur if the Business Combination is not consummated to clearly
disclose that GCT management and its auditors have concluded there is substantial
doubt about GCT’s ability to continue as a going concern and address the potential
consequences of their conclusions.
•Throughout the filing you disclose the importance of GCT developing products that
support the 5G wireless communications markets; however, the status and anticipated
costs of the efforts are not clear. Revise your disclosures to discuss the current
status of GCT's product development efforts to support the 5G wireless
communications markets, disclose when 5G products are expected to be available,
and quantify the anticipated costs of the efforts, including the expected timeframe
during which the costs will be incurred.
•Disclose and discuss how GCT intends to use the proceeds that may result from the
Business Combination, including the priorities regarding the use of such proceeds
due to the uncertainty in the amount of cash redemptions that will occur.
•Disclose and discuss the fact that under each redemption scenario GCT will continue
to experience material working capital deficits, explain how GCT intends to address
the working capital deficits, and disclose the potential risks and consequences
associated with the working capital deficits.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 6
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 6
The expected beneficial ownership of Common Stock post-Business Combination..., page 200
18.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities, including
warrants.
GCT Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 202
19.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business. Discuss the measures you have taken to mitigate these risks.
20.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.
Consolidated Financial Statements - GCT Semiconductor, Inc.
1. The Company and Summary of Significant Accounting Policies
Revenue Recognition, page F-96
21.Please revise your disclosures related to product sales and services to clarify when you
satisfy each performance obligation (i.e. when control transfers) as required by ASC 606-
10-50-12(a).
Concentration of Revenues and Accounts Receivable, page F-98
22.Please revise your disclosures related to significant customers to separately disclose the
amount or percent of revenue attributable to each significant customer during each period
presented as required by ASC 280-10-50-42. This comment is also applicable to the
interim financial statements.
5. Commitments and Contingencies
Purchase Commitment, page