SecProbe.io

CORRESP
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filename1.htm

December 21, 2023

Securities and Exchange Commission

Office of Trade & Services

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Re: Concord Acquisition Corp III

                                        Registration Statement on Form S-4

                                        Filed November 13, 2023

                                        File No: 333-275522

Dear Mr. Dias and Ms. Purnell:

On behalf of Concord Acquisition
Corp III (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the
 “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Registration Statement on Form S-4 (File No. 333-275522) (the “Registration Statement”).
An electronic version of Amendment No. 1 (“Amendment No. 1”) to the Registration Statement has been concurrently
filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment No. 1, is referred to as
the “Amended Registration Statement.”

Set forth below are the responses
of the Company to the comments of the Staff’s letter to the Company, dated December 8, 2023, relating to the Registration
Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold and italics herein. Unless
otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement.
Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration
Statement.

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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 8 of the Amended Registration Statement.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 2

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 16 of the Amended Registration Statement.

    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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 53 of the Amended Registration Statement.

    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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages xv, 9, 39 and 82 of the Amended
Registration Statement.

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.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 3

 · 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 25 of the Amended Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company respectfully notes that historically GCT’s business operations and financial
performance have not been impacted materially by inflation or other types of inflationary pressures resulting from general economic conditions,
and GCT does not expect this trend to change in the foreseeable future. However, as already discussed in the risk factor on page 24, while
inflation and rising costs of living do not have material impact on GCT, it may affect some of GCT’s customers and end customers,
and these impacts were already discussed in the risk factor in question. Accordingly, GCT does not believe any additional disclosure is
required.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 4

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 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 55 of the Amended Registration Statement to clarify
that 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.

Response: In response to the Staff’s
comment, the Company notes that Section 8.1(d) of the Business Combination Agreement requires, as a condition to closing
of the Business Combination, that the SPAC must have a least $5,000,001 of net tangible assets (as determined in accordance with
Rule 3a51-1(g)(1) of the Exchange Act) remaining upon the consummation of the Business Combination, after giving effect to
redemptions from the Trust Account, the receipt of the PIPE and convertible note financing, and the other transactions contemplated
to occur on closing date, including the payment of transaction expenses incurred by the SPAC and GCT. The Company notes that this
closing condition is intended to ensure that the SPAC, immediately prior to closing, has sufficient cash in the trust account to
complete any redemption requested by stockholders. Accordingly, the calculation of net tangible assets (“NTA”) for this
purpose should be performed on a “pre-combination” basis based solely on the assets and liabilities of the SPAC, with
appropriate adjustments required in Section 8.1 (d), and excluding the assets and liabilities of GCT. In this regard, the
Company believes that the calculation should not be based on the unaudited pro forma condensed combined financial
information on a post-combination basis as set forth in the Unaudited Pro Forma Condensed Combined Financial Information. Therefore,
the Company has revised the disclosures on pages 67 to 68 of the Amended Registration Statement to reflect this method of
calculation. The following sets forth the calculation of NTA in various redemption scenarios:

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 5

    No Redemptions
    50% Redemptions
    75% Redemptions
    Maximum

 Redemptions

    Total Assets
      43,444
      43,444
      43,444
      43,444

    Redemptions
      -
      (21,027 )
      (31,541 )
      (42,054 )

    PIPE Financing
      29,914
      29,914
      29,914
      29,914

    CVT Financing
      18,300
      18,300
      18,300
      18,300

    Less: Unpaid SPAC Transaction Expenses
      (17,000 )
      (17,000 )
      (17,000 )
      (17,000 )

    Less: Unpaid GCT Transaction Expenses
      (15,302 )
      (15,302 )
      (15,302 )
      (15,302 )

    Less: Intangible Assets
      -
      -
      -
      -

    Less: Total Liabilities
      (21,661 )
      (21,661 )
      (21,661 )
      (21,661 )

    Add: Liabilities related to SPAC Transaction Expenses
      17,000
      17,000
      17,000
      17,000

    Add: Sponsor Loan balance
      1,664
      1,664
      1,664
      1,664

    Net Tangible Assets
    $ 56,359
    $ 35,332
    $ 24,818
    $ 14,305

    Threshold
    $ 5,000
    $ 5,000
    $ 5,000
    $ 5,000

    Difference
    $ 51,359
    $ 30,332
    $ 19,818
    $ 9,305

 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.

Response: In response to the
Staff’s comment, the Company has revised the pro forma disclosures in the Amended Registration Statement to more fully address
the following:

    a.
    On pages 66 to 69, the disclosures have been revised to explain the number of shares determined for each stockholder group in the table.

    b.
    On page 66, the disclosures have been revised to explain the shares to be issued to Concord III Public Stockholders that have entered into Non-Redemption Agreements.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 6

    c.
    On pages 66 and 70, the disclosures have been revised to explain the purpose and accounting for the shares and warrants allocated to the GCT Insider Incentive Stockholders.

    d.
    On pages 66 and 70, the disclosures have been revised to explain the purpose and accounting for the SPAC shareholder incentive for extension.

    e.
    On page 15, the disclosures have been revised to explain all potentially dilutive shares and cross reference to the Unaudited Pro Forma Condensed Combined Financial Information note 3 on page 77.

    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