PROXY
STATEMENT
The special meeting (the “special meeting”)
of stockholders of Concord Acquisition Corp III (“Concord III,” “Company,” “we,” “us”
or “our”), a Delaware corporation, will be held on [·], 2023 at [·]
[a.m./p.m.], local time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia
22102 to consider and vote upon the following proposals:
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· |
a proposal to amend (the “Charter Amendment”) Concord III’s amended and restated certificate of incorporation
(the “charter”) to extend the date by which Concord III has to consummate a business combination (the “Extension”)
from May 8, 2023 (the “Termination Date”) to November 8, 2023, or such earlier date as may be determined by the
board of directors (the “Board”) of Concord III (such later date, the “Extended Date”); and |
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· |
a proposal to direct (the “Adjournment Proposal”)
the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve
the foregoing proposal. |
The purpose of the Charter Amendment is to allow
Concord III more time to complete an initial business combination. Concord III’s initial public offering (“IPO”) prospectus
and charter provide that Concord III has until the Termination Date to complete a business combination. Our charter provides that
we have the right to extend the period of time to consummate a business combination up to two times by an additional three months each
time (for a total of up to 24 months from the closing of the IPO to complete a business combination), subject to Concord Sponsor Group
III (the “sponsor”) depositing into the trust account maintained by Continental Stock Transfer & Trust Company,
acting as trustee (the “trust account”), an amount of $0.10 per unit sold to the public in the IPO for each such three-month
extension (resulting in a total deposit of $10.40 per unit sold to the public in the event both extensions are elected) (each, an “Extension
Election”), as described in more detail in our IPO prospectus. If the Charter Amendment is approved, we will not have to rely on
an Extension Election, but will instead have the right to extend the Combination Period for an additional six months, from May 8,
2023 to November 8, 2023, or such earlier date as may be determined by the Board, without the requirement to deposit additional funds
into the trust account. While we are currently in discussions with respect to several business combination opportunities, the Board currently
believes that there will not be sufficient time before the Termination Date to complete a business combination and desires to have the
flexibility to extend the Company’s time to complete a business combination on terms other than those set forth in its charter.
The purpose of the Extension is to provide the Company more time to complete a business combination, which the Board believes is in the
best interests of our stockholders. In the event that Concord III enters into a definitive agreement for a business combination prior
to the special meeting, Concord III will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing
the proposed business combination.
Holders (“public stockholders”) of
shares of Concord III’s Class A common stock sold in the IPO (“public shares”) may elect to redeem their shares
for their pro rata portion of the funds available in the trust account in connection with the Charter Amendment (the “Election”)
regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment and an Election
can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the special meeting.
Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. Concord III
believes that such redemption right protects Concord III’s public stockholders from having to sustain their investments for an
unreasonably long period if Concord III fails to find a suitable acquisition in the timeframe initially contemplated by its charter.
In addition, regardless of whether public stockholders vote “FOR” or “AGAINST” the Charter Amendment, or do not
vote, or do not instruct their broker or bank how to vote, at the special meeting, if the Charter Amendment is approved by the requisite
vote of stockholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares
for their pro rata portion of the funds available in the trust account upon consummation of a business combination.
On August 16, 2022,
the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things,
a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases of stock by publicly traded U.S. domestic corporations
and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemption
of the shares of the Class A common stock, par value $0.0001 per share, of the Company on or after January 1, 2023 may be subject
to the Excise Tax. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for the Excise Tax
that may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any funds
from the trust account to pay any such Excise Tax.
In addition, until the
earliest of (a) the consummation of the Company’s initial business combination, (b) the liquidation of the trust account
and (c) 24 months from the anniversary of the effective date of the registration statement relating to the Company’s IPO,
the Company will maintain the investment of funds held in the trust account in U.S. government securities within the meaning set forth
in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
of 185 days or less or in money market funds investing solely in United States government treasury obligations and meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act (or any successor rule).
In the event that the Extension is implemented as described herein, then following the 24-month anniversary of the effective date of
the registration statement relating to the Company’s IPO, the Company plans to maintain the remaining amount in the trust account
in an interest bearing demand deposit account at a bank.
The affirmative vote of at least 65% of the outstanding
shares of our common stock is required to approve the Charter Amendment. Approval of the proposal to direct the chairman of the special
meeting to adjourn the special meeting requires the affirmative vote of a majority of the votes cast by the stockholders present in person
or by proxy at the special meeting. Notwithstanding stockholder approval of the Charter Amendment proposal, our Board will retain the
right to abandon and not implement the Charter Amendment at any time without any further action by our stockholders.
Any withdrawal of funds from the trust account
in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining in
the trust account may be significantly reduced from the approximately $[·] that was in
the trust account as of [·], 2023. In such event, Concord III may need to obtain additional
funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties
or at all.
If the Charter Amendment is not approved and
we do not consummate a business combination by the Termination Date or rely on an Extension Election, as contemplated by our IPO prospectus and in accordance with
our charter, or if the Charter Amendment is approved and we do not consummate a business combination by the Extended Date, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more
than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the issued and outstanding shares of
Class A common stock issued in our IPO (the “public shares”), at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish rights of the holders of the public shares (the “public stockholders”), as stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with
applicable law, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law.
Prior to the IPO, Concord III’s initial
stockholders waived their rights to participate in any liquidation distribution with respect to their shares of Class B common stock,
par value $0.0001 per share, which were acquired by them prior to the IPO (the “founder shares”). As a consequence of such
waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution from the trust
account with respect to Concord III’s warrants, which will expire worthless in the event we wind up.
To protect amounts held in the trust account,
our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of
funds in the trust account to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of
the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and
all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the
extent of any liability for such third-party claims. We have not independently verified whether our sponsor, has sufficient funds to
satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of Concord III and, therefore, our
sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. As a result, if
we liquidate, the per-share distribution from the trust account could be less than $10.20 due to claims or potential claims of creditors.
We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate amount then on
deposit in the trust account, including any interest earned on the funds held in the trust account net of interest that may be used by
us to pay our taxes payable.
Under the Delaware General Corporation Law (the
“DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions
received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of our Public Shares in the event we do not complete our initial business combination within the required time period may be considered
a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the
DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any
third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought,
and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because we will not be complying with
Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time
that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the
subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited
to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers,
investment bankers, etc.) or prospective target businesses.
Approval of the Charter Amendment proposal will
constitute consent for Concord III to instruct the trustee to (i) remove from the trust account an amount (the “Withdrawal
Amount”) equal to the pro rata portion of funds available in the trust account relating to the redeemed public shares and
(ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder
of such funds shall remain in the trust account and be available for use by Concord III to complete a business combination on or before
the Extended Date. Holders of public shares who do not redeem their public shares now, will retain their redemption rights and their
ability to vote on a business combination through the Extended Date if the Charter Amendment is approved.
The record date for the special meeting is April 3,
2023. Record holders of Concord III common stock at the close of business on the record date are entitled to vote or have their votes
cast at the special meeting. On the record date, there were 43,125,000 outstanding shares of Concord III’s common stock, including
34,500,000 shares of Class A common stock and 8,625,000 shares of Class B common stock. Concord III’s warrants do not
have voting rights.
This proxy statement contains important information
about the special meeting and the proposals. Please read it carefully and vote your shares.
This proxy statement is dated [·],
2023 and is first being mailed to stockholders on or about that date.
TABLE
OF CONTENTS
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries
of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire
document, including the annex to this proxy statement.
Q.
Why am I receiving this proxy statement? |
A. This proxy statement and the accompanying materials are being
sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting of stockholders to be held
on [·], 2023 at [·] [a.m./p.m.],
local time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102,
or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed
decision on the proposals to be considered at the special meeting.
Concord III is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses. In November 2021, Concord III consummated its IPO from which it derived gross proceeds of $345 million,
including proceeds from the exercise of the underwriters’ over-allotment option. Like most blank check companies, our charter
provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if no qualifying
business combinations are consummated on or before a certain date (in our case, the Termination Date. The Board believes that it
is in the best interests of the stockholders to continue Concord III’s existence until the Extended Date in order to allow
Concord III more time to complete such business combination and is submitting this proposal to the stockholders to vote upon. In
addition, we are proposing a measure to direct the chairman of the special meeting to adjourn the special meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special
meeting, there are not sufficient votes to approve the foregoing proposal. |
Q.
What is being voted on? |
A. You are being asked to vote on:
·
a proposal to amend Concord III’s charter to extend the date by which Concord III has
to consummate a business combination to the Extended Date; and
· a
proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not
sufficient votes to approve the foregoing proposal.
The Charter Amendment proposal is essential to the implementation
of the Board’s plan to extend the date that Concord III has to complete a business combination. Approval of the Charter Amendment
is a condition to the implementation of the Extension.
If the Extension is implemented, the stockholders’ approval
of the Charter Amendment proposal will constitute consent for Concord III to remove the Withdrawal Amount from the trust account,
deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount and retain the remainder
of the funds in the trust account for Concord III’s use in connection with consummating a business combination on or before
the Extended Date. |
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If the Charter Amendment proposal is approved and the Extension
is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount
held in the trust account following the Election. Concord III cannot predict the amount that will remain in the trust account if
the Charter Amendment proposal is approved; and the amount remaining in the trust account may be significantly reduced from the approximately
$[·] that was in the trust account as of [·],
2023. In such event, Concord III may need to obtain additional funds to complete a business combination and there can be no assurance
that such funds will be available on terms acceptable to the parties or at all.
If the Charter Amendment proposal is not approved or we rely on
an Extension Election and we have not consummated a business combination by the Termination Date, or if the Charter Amendment
proposal is approved and we have not consummated a business combination by the Extended Date, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes
payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish rights of the public stockholders, as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, liquidate
and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law. Concord III’s initial stockholders have waived their rights to participate in any liquidation
distribution with respect to their founder shares. There will be no distribution from the trust account with respect to our
warrants, which will expire worthless in the event we wind up. Concord III will pay the costs of liquidation from its remaining
assets held outside of the trust account. |
Q.
Will I have an opportunity to vote for directors at the meeting? |
A. Under
our charter, holders of our Class B common stock have the exclusive right to elect, remove and replace any director. Our initial
stockholders are consequently the only stockholders entitled to elect directors. Our initial stockholders advised that they intend
to elect directors to our board of directors pursuant to an action by written consent on or about the date of the special meeting. |
Q.
Why is the Company proposing the Charter Amendment proposal? |
A. Concord III’s charter provides for the return of the
IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if no qualifying business combination is consummated
on or before the Termination Date. Accordingly, the trust agreement provides for the trustee to liquidate the trust account and distribute
to each public stockholder its pro rata share of such funds if a qualifying business combination is not consummated on or
before such date provided in Concord III’s charter. As we explain below, we do not believe Concord III will be able to complete
an initial business combination by that date. We are asking for an extension of this timeframe in order to complete an initial business
combination.
While we are currently in discussion with respect to several business
combination opportunities, the Board currently believes that there will not be sufficient time before the Termination Date to hold
a special meeting to vote for stockholder approval of an initial business combination and consummate the business combination. Accordingly,
our Board believes that in order to be able to consummate an initial business combination, we will need to obtain the Extension.
Because Concord III will not be able to consummate a business
combination within the permitted time period, we have determined to seek stockholder approval to extend the date by which Concord
III has to complete a business combination.
We believe that given our expenditure of time, effort and money
on finding a business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination.
Accordingly, the Board is proposing the Charter Amendment to extend Concord III’s corporate existence.
You are not being asked to vote on a business combination at
this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on
any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for a pro rata
portion of the trust account in the event such business combination is approved and completed or the Company has not consummated
a business combination by the Extended Date. |
Q.
Why should I vote for the Charter Amendment? |
A.
The Board believes stockholders should have an opportunity to evaluate an initial business combination. Accordingly, the Board is
proposing the Charter Amendment to extend the date by which Concord III has to complete a business combination until the Extended
Date and to allow for the Election. The Extension would give the Company the opportunity to hold a stockholder vote for the approval
of an initial business combination; without the Extension, the Board does not believe that an initial business combination will be
able to be consummated. |
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The affirmative
vote of the holders of at least 65% of all the outstanding shares of common stock is required to effect an amendment to Concord III’s
charter, including any amendment that would extend its corporate existence beyond the termination date. Additionally, Concord III’s
charter requires that all public stockholders have an opportunity to redeem their public shares in the case Concord III’s corporate
existence is extended. We believe that this charter provision was included to protect Concord III stockholders from having to sustain
their investments for an unreasonably long period if Concord III failed to find a suitable business combination in the timeframe
contemplated by the charter. Given Concord III’s expenditure of time, effort and money on finding a business combination, circumstances
warrant providing public stockholders an opportunity to consider an initial business combination, inasmuch as Concord III is also
affording stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly,
we believe the Extension is consistent with Concord III’s charter and IPO prospectus. |
Q.
How do the Concord III insiders intend to vote their shares? |
A. All of Concord III’s directors, executive officers and
their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares
owned by them) in favor of the Charter Amendment proposal and, if presented, the Adjournment proposal.
Concord III’s directors, executive officers and their respective
affiliates are not entitled to redeem their founder shares. With respect to shares purchased in the open market by Concord III’s
directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, Concord III’s
directors, executive officers and their affiliates beneficially owned and were entitled to vote 8,047,727 founder shares, representing
approximately 18.7% of Concord III’s issued and outstanding common stock. Concord III’s directors, executive officers
and their affiliates did not beneficially own any public shares as of such date. |
Q.
What vote is required to approve each of the proposals? |
A.
Approval of the Charter Amendment will require the affirmative vote of holders of at least 65% of Concord III’s outstanding
common stock on the record date. Approval of the proposal to direct the chairman of the special meeting to adjourn the special meeting
requires the affirmative vote of a majority of the votes cast by the stockholders present in person or by proxy at the special meeting.
Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect
on the approval of the Adjournment Proposal. With respect to the Charter Amendment proposal, abstentions and broker non-votes will
have the same effect as “AGAINST” votes. |
Q.
What if I don’t want to vote for the Charter Amendment proposal? |
A. If you do not want
the Charter Amendment to be approved, you must abstain, not vote, or vote against the proposal. If the Charter Amendment is approved,
and the Extension is implemented, the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming public
stockholders. |
Q.
Will you seek any further extensions to liquidate the trust account? |
A.
Other than the extension until the Extended Date as described in this proxy statement, Concord III does not currently anticipate
seeking any further extension to consummate a business combination. Concord III has provided that all holders of public shares, including
those who vote for the Charter Amendment, may elect to redeem their public shares into their pro rata portion of the trust
account and should receive the funds shortly after the special meeting which is scheduled for [·],
2023. Those holders of public shares who elect not to redeem their shares now shall retain redemption rights with respect to future
business combinations, or, if Concord III does not consummate a business combination by the Extended Date, such holders shall be
entitled to their pro rata portion of the trust account on such date. |
Q.
What happens if the Charter Amendment is not approved? |
A. If the Charter
Amendment is not approved and we have not consummated a business combination by the Termination Date, unless there is an Extension
Election, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish rights of the public stockholders, as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance
with applicable law, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law. Concord III’s initial stockholders waived their rights to participate
in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust account with
respect to our warrants which will expire worthless in the event we wind up. We will pay the costs of liquidation from our remaining
assets held outside of the trust account, which we believe are sufficient for such purposes. |
Q.
If the Charter Amendment proposal is approved, what happens next? |
A. Concord III will continue its efforts to obtain approval for
an initial business combination at a special meeting of its stockholders and consummate the closing of an initial business combination
prior to the Extended Date.
Concord III is seeking approval of the Charter Amendment because
Concord III will not be able to obtain approval for an initial business combination at a special meeting of its stockholders and
consummate the closing of an initial business combination prior to the Termination Date.
Upon approval by holders of at least 65% of the common stock outstanding
as of the record date of the Charter Amendment proposal, Concord III will file an amendment to the charter with the Secretary of
State of the State of Delaware in the form of Annex A hereto. Concord III will remain a reporting company under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and its units, Class A common stock and warrants will remain
publicly traded.
If the Charter Amendment proposal is approved, the removal of
the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest
of Concord III’s common stock held by Concord III’s directors and officers through the founder shares. Notwithstanding
stockholder approval of the Charter Amendment proposal, our Board will retain the right to abandon and not implement the Charter
Amendment at any time without any further action by our stockholders. |
|
If the Charter Amendment proposal is approved, but Concord III
does not consummate a business combination by the Extended Date, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights
of the public stockholders, as stockholders (including the right to receive further liquidating distributions, if any), subject to
applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
stockholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law.
Concord III’s initial stockholders waived their rights to
participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust account
with respect to our warrants which will expire worthless in the event we wind up. We will pay the costs of liquidation from our remaining
assets held outside of the trust account, which we believe are sufficient for such purposes. |
Q.
Would I still be able to exercise my redemption rights if I vote against the proposed business combination? |
A.
Unless you elect to redeem all of your shares at this special meeting, you will be able to vote on any proposed business combination
when it is submitted to stockholders. If you disagree with the business combination, you will retain your right to redeem your public
shares upon consummation of a business combination in connection with the stockholder vote to approve the business combination, subject
to any limitations set forth in Concord III’s charter. |
Q.
How do I change my vote? |
A. If you have
submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card
to Morrow Sodali LLC, Concord III’s proxy solicitor, prior to the date of the special meeting or by voting in person at the
special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice
of revocation to: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902. |
Q.
How are votes counted? |
A. Votes will be counted
by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes,
abstentions and broker non-votes. The Charter Amendment proposal must be approved by the affirmative vote of at least 65% of the
outstanding shares as of the record date of Concord III’s common stock. The Adjournment Proposal must be approved by the affirmative
vote of a majority of the votes cast by the stockholders present in person or by proxy at the special meeting. |
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With respect
to the Charter Amendment proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes. The
approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in
person or by proxy at the special meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the
special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a
valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. If your shares
are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution
that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items,
but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of
the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine matters your broker has
the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which
you do not give your broker instructions, the shares will be treated as broker non-votes. |
Q.
If my shares are held in “street name,” will my broker automatically vote them for me? |
A.
With respect to the Charter Amendment proposal and the Adjournment Proposal, your broker can vote your shares only if you provide
them with instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide
these instructions. |
Q.
What is a quorum requirement? |
A. A quorum of stockholders is necessary to hold a valid meeting.
A quorum will be present with regard to each of the Charter Amendment and the Adjournment Proposal if at least a majority of the
outstanding shares of common stock on the record date are represented by stockholders present at the meeting or by proxy.
Your shares will be counted towards the quorum only if you submit
a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the special
meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of
the special meeting may adjourn the special meeting to another date. |
Q.
Who can vote at the special meeting? |
A. Holders of our Class A common stock and Class B common
stock as of the close of business on April 3, 2023, the record date for the meeting, may vote at the special meeting. As of
the record date, there were 34,500,000 shares of our Class A common stock outstanding and 8,625,000 shares of our Class B
common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters
described in this proxy statement for which your vote is being solicited. Each share of Class A common stock and Class B
common stock is entitled to one vote on each matter properly brought before the special meeting. Our Class A common stock and
Class B common stock are collectively referred to in this proxy statement as our common stock.
Stockholder
of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with
Concord III’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As
a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special
meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name,
but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special
meeting unless you request and obtain a valid proxy from your broker or other agent. |
Q.
How does the Board recommend I vote? |
A.
After careful consideration of the terms and conditions of these proposals, the Board has determined that the Charter Amendment is
fair to and in the best interests of Concord III and its stockholders. The Board recommends that Concord III’s stockholders
vote “FOR” the Charter Amendment. In addition, if presented, the Board recommends that you vote “FOR” the
Adjournment Proposal. |
Q.
What interests do the Company’s directors and officers have in the approval of the proposals? |
A. Concord III’s
directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder.
These interests include ownership of founder shares and warrants that may become exercisable in the future, committed loans by them,
that if drawn upon, will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See
the section entitled “The Charter Amendment Proposal—Interests of Concord III’s Directors and Officers.” |
Q.
What if I object to the Charter Amendment? Do I have appraisal rights? |
A. If you do
not want the Charter Amendment to be approved, you must vote against the proposal, abstain from voting or refrain from voting. If
holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with
any future business combination Concord III proposes. You will still be entitled to make the Election if you vote against, abstain
or do not vote on the Charter Amendment. In addition, public stockholders who do not make the Election would be entitled to redemption
if the Company has not completed a business combination by the Extended Date. Concord III stockholders do not have appraisal rights
in connection with the Charter Amendment under the DGCL. |
Q.
What happens to the Concord III warrants if the Charter Amendment is not approved? |
A. If the Charter
Amendment is not approved and we have not consummated a business combination by the Termination Date, unless there is an Extension
Election, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders, as
stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and
the Board in accordance with applicable law, liquidate and dissolve, subject in each case to our obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law. |
Q.
What happens to the Concord III warrants if the Charter Amendment is approved? |
A. If the Charter Amendment
proposal is approved, Concord III will continue to attempt to complete an initial business combination by the Extended Date, and
will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance
with their terms and will become exercisable 30 days after the completion of a business combination. The warrants will expire at
5:00 p.m., New York City time, five years after the completion of the initial business combination or earlier upon redemption or
liquidation. |
Q.
What do I need to do now? |
A.
Concord III urges you to read carefully and consider the information contained in this proxy statement, including the annex, and
to consider how the proposals will affect you as a Concord III stockholder. You should then vote as soon as possible in accordance
with the instructions provided in this proxy statement and on the enclosed proxy card. |
Q.
How do I vote? |
A. If you are a holder of record of Concord III common stock,
you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend
the special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing,
signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend
the special meeting and vote in person if you have already voted by proxy.
If your shares of Concord III common stock are held in “street
name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the special meeting. However, if you are not the stockholder of record, you may not vote
your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent. |
Q.
How do I redeem my shares of Concord III common stock? |
A. If the Extension is implemented, each public stockholder may
seek to redeem such stockholder’s public shares for its pro rata portion of the funds available in the trust account,
less any taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any stockholder
vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
In connection with tendering your shares for redemption, you must
elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004-1561,
Attn: Mark Zimkind, mzimkind@continentalstock.com, at least two business days prior to the special meeting or to deliver your shares
to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which
election would likely be determined based on the manner in which you hold your shares.
Certificates that have not been tendered in accordance with these
procedures at least two business days prior to the special meeting will not be redeemed for cash. In the event that a public stockholder
tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the shareholder may withdraw
the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the special meeting not to redeem
your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request
by contacting our transfer agent at the address listed above. |
Q.
What should I do if I receive more than one set of voting materials? |
A.
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards
or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Concord III shares. |
Q.
Who is paying for this proxy solicitation? |
A. Concord III
will pay for the entire cost of soliciting proxies. Concord III has engaged Morrow Sodali LLC to assist in the solicitation of proxies
for the special meeting. Morrow Sodali LLC will receive a fee of $32,500, as well as reimbursement for certain costs and out-of-pocket
expenses incurred by them in connection with their services, all of which will be paid by Concord III. In addition, officers and
directors of Concord III may solicit proxies by mail, telephone and personal interview, for which no additional compensation will
be paid, though they may be reimbursed for their out-of-pocket expenses. These parties will not be paid any additional compensation
for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials
to beneficial owners. |
Q.
Who can help answer my questions? |
A. If you have questions, you may write or call Concord III’s
proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: CND.info@investor.morrowsodali.com
|
You may also obtain additional information about Concord III from
documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
FORWARD-LOOKING
STATEMENTS
This proxy statement and the documents to which
we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private Securities
Litigation Reform Act of 1995, which we refer to as the Act, and the federal securities laws. Any statements that do not relate to historical
or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking
words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,”
“should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying
words. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not
limited to, any statements relating to our ability to consummate a business combination, and any other statements that are not statements
of current or historical facts. These forward-looking statements are based on information available to Concord III as of the date of
the proxy materials and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as representing Concord III’s views as of any subsequent date and Concord
III undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
These forward-looking statements involve a number
of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
|
· |
the ability of Concord
III to effect the Charter Amendment or consummate a business combination; |
|
· |
unanticipated delays in
the distribution of the funds from the trust account; |
|
· |
claims by third parties
against the trust account; or |
|
· |
the ability of Concord
III to finance and consummate a business combination. |
You should carefully consider these risks, in
addition to the risk factors set forth herein and in our other filings with the SEC, including our Annual Report on Form 10-K for
the fiscal year ended December 31, 2022 (the “2022 annual report”). The documents we file with the SEC, including those
referred to above, also discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking
statements. See “Where You Can Find More Information” for additional information about our filings.
RISK FACTORS
You should consider carefully all of the risks described in our
2022 annual report, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the
SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial
condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of
our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned
filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe
are not material, may also become important factors that adversely affect our business, financial condition and operating results or
result in our liquidation.
There are no assurances that the Extension will enable us to
complete an initial business combination.
Approving the Charter Amendment involves a number
of risks. Even if such proposal is approved and the Extension is implemented, we can provide no assurances that an initial business combination
will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors,
many of which are beyond our control. If the Charter Amendment is approved and the Extension is implemented, we expect to seek stockholder
approval of an initial business combination. We are required to offer the public stockholders the opportunity to redeem their public
shares in connection with the approval of the Charter Amendment and the implementation of the Extension, and we will be required to offer
the public stockholders redemption rights again in connection with any stockholder vote to approve an initial business combination. Even
if such proposal is approved and the Extension is implemented, or if an initial business combination is approved by our stockholders,
it is possible that redemptions will leave us with insufficient cash to consummate an initial business combination on commercially acceptable
terms, or at all. The fact that we will have separate redemption periods in connection with the implementation of the Extension and an
initial business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our
stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares
may be volatile, and there can be no assurance that stockholders will be able to dispose of their shares at favorable prices, or at all.
The ability of the public stockholders to exercise redemption
rights with respect to a large number of public shares if the Charter Amendment is approved and the Extension is implemented may adversely
affect the liquidity of our securities.
Pursuant to our charter, each public
stockholder may seek to redeem all or a portion of such stockholder’s public shares for its pro rata portion
of the funds available in the trust account, including interest earned on the funds held in the trust account and not previously
released to us (less taxes payable, and less up to $100,000 of interest to pay dissolution expenses), in connection with the
approval of the Charter Amendment and the implementation of the Extension. The ability of the public stockholders to exercise such
redemption rights with respect to a large number of public shares may adversely affect the liquidity of our securities. As a result,
if the Charter Amendment is approved and the Extension is implemented, you may be unable to sell your public shares even if the
per-share market price is higher than the per-share redemption price paid to public stockholders that elected to redeem
their public shares in connection with the approval of the Charter Amendment and the implementation of the Extension.
Since our initial stockholders, officers and directors will
lose their entire investment in us if our initial business combination is not completed, the Board may have a conflict of interest in
making their recommendation that you vote in favor of the Charter Amendment Proposal.
In March 2021, our sponsor purchased an aggregate
of 7,187,500 founder shares for an aggregate purchase price of $25,000. On March 25, 2021, our sponsor sold 1,437,500 founder shares
to CA2 Co-Investment and 25,000 to each of our independent directors, in each case at the original price per share. On May 6, 2021,
CA2 Co-Investment sold 956,439 shares back to our sponsor at the original purchase price, resulting in our sponsor holding 6,631,439
founder shares and CA2 Co-Investment holding 481,061 founder shares. In November 2021, we effected a stock dividend of 1,437,500
shares with respect to our Class B common stock, resulting in our initial stockholders holding an aggregate of 8,625,000 founder
shares. Our sponsor currently holds 7,957,727 founder shares, CA2 Co-Investment currently holds 577,273 founder shares and each of our
three independent directors currently holds 30,000 founder shares. In addition, we consummated
the private placement of an aggregate of 9,400,000 warrants (the “Private Placement Warrants”) to our sponsor and CA2 Co-Investment
at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $9,400,000 (the “Private Placement”).
In the Private Placement, our sponsor purchased 8,260,606 Private Placement Warrants and CA2 Co-Investment purchased 1,139,394 Private
Placement Warrants. We also executed promissory notes for sponsor loans (the “Sponsor Loan Notes”) in favor of our sponsor
and CA2 Co-Investment, generating gross proceeds to the Company of $6,900,000. The Sponsor Loan Notes may be repaid or converted into
warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the holders’ discretion. The
Sponsor Loan Warrants will be identical to the Private Placement Warrants.
The founder shares will automatically convert
into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on
a one-for-one basis, subject to adjustment.
Our initial stockholders, officers and directors
have agreed to waive their redemption rights in connection with the consummation of an initial business combination or the approval of
certain amendments to our charter, including with respect to the Charter Amendment, and to waive their rights to liquidating distributions
from the trust account with respect to the founder shares if we do not complete an initial business combination by the Termination Date, unless there is an Extension Election,
or, if the Charter Amendment is approved and the Extension is implemented, the Extended Date. The founder shares and the Private Placement
Warrants will therefore be worthless if we do not complete an initial business combination; however, such persons would be entitled to
liquidating distributions from the trust account with respect to any public shares they hold. There will be no redemption rights or liquidating
distributions with respect to the private warrants underlying the private placement units, which will expire worthless if we do not complete
an initial business combination.
These interests, among others, may influence
our directors in making their recommendation that you vote in favor of the Charter Amendment. See the section of this proxy statement
entitled “The Charter Amendment Proposal — Interests of Concord III’s Directors and Officers.”
If following the approval of the Charter Amendment and the implementation
of the Extension we are no longer in compliance with the continued listing requirements of the New York Stock Exchange (“NYSE”),
NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
Our securities are currently listed on NYSE,
a national securities exchange. We cannot assure you that our securities will continue to be listed on NYSE in the future prior to an
initial business combination, including following any stockholder redemptions in connection with certain amendments to our charter, such
as the Charter Amendment. If the public stockholders exercise redemption rights with respect to a large number of public shares in connection
with the approval of the Charter Amendment and the implementation of the Extension, our securities may no longer meet NYSE’s continued
listing requirements and NYSE may delist our securities from trading on its exchange.
We expect that if our Class A common stock
fails to meet NYSE’s continued listing requirements, our units and warrants will also fail to meet NYSE’s continued listing
requirements for those securities. We cannot assure you that any of our Class A common stock, units or warrants will be able to
meet any of NYSE’s continued listing requirements following any stockholder redemptions of public shares in connection with the
approval of the Charter Amendment and implementation of the Extension. If NYSE delists any of our securities from trading on its exchange
and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an
over-the-counter market. However, if this were to occur, we could face significant material adverse consequences, including:
| · | a
limited availability of market quotations for our securities; |
| · | reduced
liquidity with respect to our securities; |
| · | a
determination that our shares of Class A common stock are “penny stock”
which will require brokers trading in our shares of Class A common stock to adhere to
more stringent rules, possibly resulting in a reduced level of trading activity in the secondary
trading market for our shares of Class A common stock; |
| · | a
limited amount of news and analyst coverage for our company; and |
| · | a
decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act of 1996,
which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as
“covered securities.” Because our units, Class A common stock and warrants are currently listed on NYSE, our units,
Class A common stock and warrants are covered securities. Although the states are preempted from regulating the sale of our securities,
the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state
having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators
view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if we were no longer listed on NYSE, our securities would not be covered securities
and we would be subject to regulation in each state in which we offer our securities.
If we are deemed to be an investment company for purposes of
the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely
restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.
There is currently uncertainty concerning the
applicability of the Investment Company Act to a SPAC, and it is possible that a claim could be made that we have been operating as an
unregistered investment company. If we are deemed to be an investment company under the Investment Company Act, our activities would
be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal
activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an
investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional
regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that
we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and
instead to liquidate. If we are required to liquidate, our stockholders would not be able to realize the benefits of owning stock
in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction,
and our warrants would expire worthless.
If we instruct the trustee to liquidate the securities held
in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of an initial business
combination or our liquidation, we may be able to mitigate the risk that we could be deemed to be an investment company for purposes
of the Investment Company Act. Following the liquidation of securities in the trust account, we may receive minimal interest, if any,
on the funds held in the trust account, which may reduce the dollar amount the public stockholders would receive upon any redemption
or liquidation of our company.
The funds in the trust account have, since the IPO,
been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing
solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company
Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of
Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at
any time, instruct the trustee with respect to the trust account to liquidate the U.S. government treasury obligations or money market
funds held in the trust account and thereafter to hold all funds in the trust account in cash (or in an interest-bearing demand deposit
account if we implement the Extension) at a national bank until the earlier of consummation of an initial business combination or liquidation
of our company. Following such liquidation of the securities held in the trust account, we may receive minimal interest, if any, on the
funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to us
to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust
account and thereafter to hold all funds in the trust account in cash may reduce the dollar amount the public stockholders would receive
upon any redemption or liquidation of our company.
The longer that the funds in the trust account are held in short-term U.S. government
treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be considered
an unregistered investment company, in which case we may be required to liquidate our company. In the event that the Extension is implemented
as described herein, then following the 18-month anniversary of the effective date of the registration statement relating to our IPO,
we plan to maintain the remaining amount in the trust account in an interest bearing demand deposit account at a bank.
A new 1% U.S. federal excise tax could be imposed on us
in connection with redemptions by us of our shares, including in connection with the Extension.
On August 16, 2022, the IR Act was signed
into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including
redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not
its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted
to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable
year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
On December 27, 2022, the Treasury released
Notice 2023-2, which provides taxpayers with interim guidance on the excise tax that may be relied upon until the Internal Revenue
Service issues proposed Treasury regulations on such matter. Notice 2023-2 includes as one of its exceptions to the excise
tax a distribution in complete liquidation of a “covered corporation”, such as ours, to which Sec. 331 of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), applies (so long as Sec. 332(a) of the Code also does not also apply).
Although it remains uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of our public shares after
December 31, 2022, including any redemptions in connection with our initial business combination or in the event we do not consummate
our initial business combination by the Termination Date (or, if the Charter Amendment is approved and the Extension is implemented,
the Extended Date), we would not expect the excise tax to apply to redemptions of our public shares that occur during a taxable year
in which we completely liquidate under Sec. 331 of the Code.
Pursuant to our charter, each public stockholder
may seek to redeem all or a portion of such stockholder’s public shares for its pro rata portion of the funds
available in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less
taxes payable, and less up to $100,000 of interest to pay dissolution expenses), in connection with the approval of the Charter Amendment
and the implementation of the Extension. Any redemption or other repurchase that occurs after December 31, 2022 may be subject to
the excise tax, including in connection with our initial business combination, certain amendments to our charter (including the proposed
Charter Amendment) or otherwise. Whether and to what extent we would be subject to the excise tax would depend on a number of factors,
including (i) the fair market value of the redemptions and repurchases in connection with the initial business combination, certain
amendments to our charter (including the proposed Charter Amendment) or otherwise, (ii) the structure of the initial business combination,
(iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination
(or otherwise issued not in connection with the initial business combination but issued within the same taxable year of the initial business
combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would
be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. However,
if the Charter Amendment is approved and the Extension is implemented, no interest earned on the funds held in the trust account will
be used to pay for any excise tax due under the IR Act in connection with the Extension. The foregoing could cause a reduction in the
cash available on hand to complete our initial business combination and in our ability to complete our initial business combination.
Changes in laws or regulations, or in how such laws or regulations
are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect
our business, including our ability to negotiate and complete our initial business combination, investments and results of operations.
We are subject to laws and regulations, and interpretations
and applications of such laws and regulations, enacted by national, regional and local governments. In particular, we are required to
comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations, and interpretations
and applications of such laws and regulations, may be difficult, time consuming and costly. Those laws and regulations and their interpretation
and application may also change from time to time and those changes could have a material adverse effect on our business, investments
and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have
a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, investments
and results of operations.
On March 30, 2022, the SEC issued proposed
rules (the “SPAC Rule Proposals”) relating to, among other items, enhancing disclosures in business combination
transactions involving special purpose acquisition companies, or SPACs, and private operating companies; amending the financial statement
requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with
proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions;
and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that
would provide a safe harbor for such companies from the definition of “investment company” under the Investment Company Act,
provided certain criteria are satisfied. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely
affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
The need for compliance with the SPAC Rule Proposals
may cause us to liquidate the funds in the trust account or liquidate our company at an earlier time than we might otherwise choose.
Were we to liquidate our company, our stockholders would not be able to realize the benefits of owning stock in a successor operating
business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants
would expire worthless.
BACKGROUND
Concord III
We are a Delaware company incorporated in February 2021
for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses.
In March 2021, our sponsor purchased an aggregate
of 7,187,500 founder shares for an aggregate purchase price of $25,000. On March 25, 2021, our sponsor sold 1,437,500 founder shares
to CA2 Co-Investment and 25,000 to each of our independent directors, in each case at the original price per share. On May 6, 2021,
CA2 Co-Investment sold 956,439 shares back to our sponsor at the original purchase price, resulting in our sponsor holding 6,631,439
founder shares and CA2 Co-Investment holding 481,061 founder shares. In November 2021, we effected a stock dividend of 1,437,500
shares with respect to our Class B common stock, resulting in our initial stockholders holding an aggregate of 8,625,000 founder
shares. Our sponsor currently holds 7,957,727 founder shares, CA2 Co-Investment currently holds 577,273 founder shares and each of our
three independent directors currently holds 30,000 founder shares.
On November 8,
2021, we consummated the IPO of 34,500,000 Units, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise
in full of their over-allotment option. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share, and
one-half of one Warrant, each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise
price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds
to the Company of $345,000,000. We also executed the Sponsor Loan Notes in favor of our sponsor and CA2 Co-Investment, generating gross
proceeds to the Company of $6,900,000. The Sponsor Loan Notes may be repaid or converted into the Sponsor Loan Warrants at a conversion
price of $1.00 per warrant, at the holders’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants.
Simultaneously with the consummation of the IPO, we consummated the private placement of an aggregate of 9,400,000 Private Placement
Warrants to our sponsor and CA2 Co-Investment at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $9,400,000.
In the Private Placement, our sponsor purchased 8,260,606 Private Placement Warrants and CA2 Co-Investment purchased 1,139,394 Private
Placement Warrants. A total of $351,900,000 of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited
in the trust account.
The units began trading on November 4, 2021
on the NYSE under the symbol “CNDB.U.” Commencing on December 27, 2021, the securities comprising the units began separate
trading. The units, Class A common stock and warrants are trading on the NYSE under the symbols “CNDB” “CNDB,”
and “CNDB.WS,” respectively.
The mailing address of Concord III’s principal
executive office is Concord Acquisition Corp III, 477 Madison Avenue, 22nd Floor, New York, New York 10022, and its telephone number
is (212) 883-4330.
You are not being asked to vote on a business
combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right
to vote on any proposed business combination if and when it is submitted to stockholders and the right to redeem your public shares for
a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not
consummated a business combination by the Extended Date.
The Special Meeting
Date,
Time and Place. The special meeting of Concord III’s stockholders will be held on [·],
2023 at [·] [a.m./p.m.], local time, at the offices of Greenberg Traurig, LLP, located
at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia, 22102.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned shares of
Concord III’s common stock at the close of business on April 3, 2023, the record date for the special meeting. You will have
one vote per proposal for each share you owned at that time. Concord III’s warrants do not carry voting rights.
Votes
Required. The affirmative vote of at least 65% of the outstanding shares of our common stock is required to approve the Charter
Amendment. The Adjournment Proposal must be approved by the affirmative vote of a majority of the votes cast by the stockholders present
in person or by proxy at the special meeting. If you do not vote (i.e., you “abstain” from voting on a proposal), your action
will have the effect of a vote against the Charter Amendment and no effect on the Adjournment Proposal. Likewise, abstentions and broker
non-votes will have the effect of a vote against the Charter Amendment and no effect on the Adjournment Proposal.
At the close of business on the record date, there
were 43,125,000 outstanding shares of common stock, including 34,500,000 public shares, each of which entitles its holder to cast one
vote per proposal.
If you do not want the Charter Amendment approved,
you should vote against the proposal or abstain from voting on the proposal. If you want to obtain your pro rata portion of the
trust account in the event the Extension is implemented, which will be paid shortly after the special meeting scheduled for [·],
2023, you must demand redemption of your shares. Holders of public shares may redeem their public shares regardless of whether they vote
for or against the Charter Amendment or abstain.
Proxies;
Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to stockholders at the special
meeting to approve the Charter Amendment and the Adjournment Proposal. No recommendation is being made as to whether you should elect
to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and
vote your shares in person at the special meeting.
Concord III has retained Morrow Sodali LLC to
aid in the solicitation of proxies. Morrow Sodali LLC will receive a fee of approximately $32,500, as well as reimbursement for certain
costs and out-of-pocket expenses incurred by them in connection with their services, all of which will be paid by Concord III. In addition,
officers and directors of Concord III may solicit proxies by mail, telephone, facsimile, and personal interview, for which no additional
compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. Concord III will bear the cost of preparing,
assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to stockholders in connection
with this solicitation. Concord III may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending
proxies and proxy material to the beneficial owners of our shares.
THE
CHARTER AMENDMENT PROPOSAL
Charter Amendment Proposal
Concord III is proposing to amend its charter
to extend the date by which Concord III has to consummate a business combination from the Termination Date to the Extended Date.
The Charter Amendment is essential to the implementation
of the Board’s plan to allow Concord III more time to consummate a business combination. Approval of the Charter Amendment is a
condition to the implementation of the Extension.
If the Charter Amendment proposal is not
approved and we have not consummated a business combination by the Termination Date, unless there is an Extension Election, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no
more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish rights of the public stockholders, as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance
with applicable law, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law. A copy of the proposed amendment to the charter of Concord III is attached
to this proxy statement as Annex A.
Reasons for the Proposal
Concord III’s IPO prospectus and charter
provide that Concord III has the right to extend the period of time to consummate a business combination up to two times by an additional
three months each time (for a total of up to 24 months from the closing of the IPO to complete a business combination), subject to the
sponsor depositing into the trust account, an amount of $0.10 per unit sold to the public in the IPO for each such three-month extension
(resulting in a total deposit of $10.40 per unit sold to the public in the event both extensions are elected) (each, an “Extension
Election”), as described in more detail in our IPO prospectus. If the Charter Amendment is approved, we will not have to rely on
an Extension Election, but will instead have the right to extend the Combination Period for an additional seven months, from May 8, 2023
to November 8, 2023, or such earlier date as may be determined by the Board, without the requirement to deposit additional funds into
the trust account.
The Board believes that the Company will not be
able to complete an initial business combination by the Termination Date and our Board desires to have the flexibility to extend the Company’s
time to complete a Business Combination on terms other than those set forth in its charter. Approval of the Charter Amendment is a condition
to the implementation of the Extension. Concord III believes that given its expenditure of time, effort and money on finding a business
combination, circumstances warrant providing public stockholders an opportunity to consider a business combination. The affirmative vote
of the holders of at least 65% of all outstanding shares of common stock is required to extend Concord III’s corporate existence.
Additionally, Concord III’s IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their
public shares in the case Concord III’s corporate existence is extended as described above. Because Concord III continues to believe
that a business combination would be in the best interests of Concord III’s stockholders, and because Concord III will not be able
to consummate a business combination within the permitted time period, Concord III has determined to seek stockholder approval to extend
the date by which Concord III has to complete a business combination beyond the Termination Date to the Extended Date.
We believe that the foregoing charter provisions
were included to protect Concord III stockholders from having to sustain their investments for an unreasonably long period, if Concord
III failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given
Concord III’s time, effort and money on finding a business combination, circumstances warrant providing public stockholders an
opportunity to consider a business combination, inasmuch as Concord III is also affording stockholders who wish to redeem their public
shares the opportunity to do so, as required under its charter. Accordingly, the Extension is consistent with Concord III’s charter
and IPO prospectus.
If the Charter Amendment Proposal Is Not Approved
If the Charter Amendment proposal is not
approved and we have not consummated a business combination by the Termination Date, unless there is an Extension Election, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no
more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish rights of the public stockholders, as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance
with applicable law, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law. Concord III’s initial stockholders have waived their rights to
participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust
account with respect to Concord III’s warrants which will expire worthless in the event we wind up. Concord III will pay the
costs of liquidation from its remaining assets held outside of the trust account.
If the Charter Amendment proposal is not
approved, the Company will not effect the Extension, and in the event the Company does not complete a business combination on or
before the Termination Date, unless there is an Extension Election, the trust account will be liquidated and distributed to the
public stockholders on a pro rata basis as described above.
If the Charter Amendment Proposal Is Approved
If the Charter Amendment proposal is approved,
Concord III will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A
hereto. Concord III will remain a reporting company under the Exchange Act and its units, Class A common stock and warrants will
remain publicly traded. Concord III will then continue to work to complete a business combination by the Extended Date. Notwithstanding
stockholder approval of the Charter Amendment proposal, our Board will retain the right to abandon and not implement the Charter Amendment
at any time without any further action by our stockholders.
If the Charter Amendment proposal is approved,
but Concord III does not consummate a business combination by the Extended Date, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights
of the public stockholders, as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to our obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law.
Concord III’s initial stockholders waived
their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from
the trust account with respect to our rights or warrants which will expire worthless in the event we wind up. Concord III will pay the
costs of liquidation from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
You are not being asked to vote on a business combination at this
time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed
business combination when it is submitted to stockholders and the right to redeem your public shares for a pro rata portion of
the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination
by the Extended Date.
If the Charter Amendment proposal is approved,
and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce
the amount held in the trust account and Concord III’s net asset value. Concord III cannot predict the amount that will remain
in the trust account if the Charter Amendment proposal is approved; and the amount remaining in the trust account may be significantly
reduced from the approximately $[·] that was in the trust account as of [·],
2023.
Redemption Rights
If the Charter Amendment proposal is approved,
we will provide the public stockholders making the Election, the opportunity to receive, at the time the Charter Amendment becomes effective,
and in exchange for the surrender of their shares, a pro rata portion of the funds available in the trust account, less any taxes
owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any stockholder vote to approve
a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN
TIME ON [·], 2023 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU SHOULD ELECT EITHER
TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO OUR TRANSFER AGENT OR TO DELIVER YOUR SHARES TO OUR TRANSFER AGENT ELECTRONICALLY USING
DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE
REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
In connection with tendering your shares for redemption,
you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004-1561,
Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Charter Amendment or to deliver your shares to the transfer
agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely
be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the vote
at the special meeting ensures that a redeeming holder’s election is irrevocable once the Charter Amendment are approved. In furtherance
of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the special
meeting.
Through the DWAC system, this electronic delivery
process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,”
by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically
may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker,
DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer
agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming
holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates
from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than
two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those
stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem
may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem
their shares.
Certificates that have not been tendered in accordance
with these procedures prior to the vote for the Charter Amendment will not be redeemed for a pro rata portion of the funds held
in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting
that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our
transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you may request that our transfer agent
return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above.
In the event that a public stockholder tenders shares and the Charter Amendment is not approved or is abandoned, these shares will not
be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination
that the Charter Amendment will not be approved or will be abandoned. The Company anticipates that a public stockholder who tenders shares
for redemption in connection with the vote to approve the Charter Amendment would receive payment of the redemption price for such shares
soon after the completion of the Charter Amendment. The transfer agent will hold the certificates of public stockholders that make the
election until such shares are redeemed for cash or returned to such stockholders.
If properly demanded, the Company will redeem
each public share for a pro rata portion of the funds available in the trust account, less any taxes owed on such funds but not
yet paid, calculated as of two days prior to the filing of the amendment to the charter. As of [·]
, 2023, this would amount to approximately $[·] per share, based on $[·]
held in the trust account as of [·], 2023 (which amount includes an increase of $[·]
per public share as a result of the Extension Payment, but does not yet take into account the removal of interest earned on the funds
held in the trust account that may be used by us to pay our taxes payable). The closing price of Concord III’s common stock on
[·], 2023 was $[·]. Accordingly, if the
market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder
receiving $[·] more for each share than if such stockholder sold the shares in the open
market.
If you exercise your redemption rights, you will
be exchanging your shares of Class A common stock for cash and will no longer own the shares. You will be entitled to receive cash
for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent
at least two business days prior to the special meeting. If the Charter Amendment is not approved or if it is abandoned, these shares
will be returned promptly following the special meeting as described above.
Possible Claims Against and Impairment of the Trust Account
To protect amounts held in the trust account,
our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of
funds in the trust account to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of
the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and
all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against
certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently
verified whether our sponsor, has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets
are securities of Concord III and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor
to reserve for such obligations. As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.20
due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective
equity interests, an aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust
account net of interest that may be used by us to pay our taxes payable.
In the event that the proceeds in the trust account
are reduced below the lesser of: (1) $10.20 per public share; or (2) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of
the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that
it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal
action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would
take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action
may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine
that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the trust account available for distribution to our public stockholders may be reduced below $10.20 per share.
Required Vote
Approval of the Charter Amendment proposal
requires the affirmative vote of holders of at least 65% of Concord III’s common stock outstanding on the record date. If the
Charter Amendment proposal is not approved and Concord III is unable to complete a business combination on or before the Termination
Date, unless there is an Extension Election, it will be required by its charter to (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to
lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish rights of the public stockholders, as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Board in accordance with applicable law, liquidate and dissolve,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. All of Concord III’s directors, executive officers and their affiliates are expected to vote any common stock
owned by them in favor of the Charter Amendment. On the record date, directors and executive officers of Concord III and their
affiliates beneficially owned and were entitled to vote 8,047,727 shares of common stock representing approximately 18.7% of Concord
III’s issued and outstanding common stock.
Interests of Concord III’s Directors and Officers
When you consider the recommendation of the Board,
you should keep in mind that Concord III’s executive officers and members of the Board have interests that may be different from,
or in addition to, your interests as a stockholder. These interests include, among other things:
|
· |
If the Charter Amendment is not approved and we do not
consummate a business combination by the Termination Date as contemplated by our IPO prospectus and in accordance with our charter,
unless there is an Extension Election, the 8,047,727 shares of common stock held by Concord III officers, directors and affiliates,
which were acquired prior to the IPO for an aggregate purchase price of approximately $25,000, will be worthless (as the holders
have waived liquidation rights with respect to such shares), as will the 9,400,000 private warrants that were acquired
simultaneously with the IPO and over-allotment by our sponsor for an aggregate purchase price of $9,400,000, which will expire. Such
common stock and warrants had an aggregate market value of approximately $[·]
based on the last sale price of Concord III’s Class A common stock and warrants of $[·]
and $[·],
respectively, on NYSE on [·],
2023; |
|
· |
In connection with the IPO, our sponsor agreed that
it will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target
businesses or vendors or other entities that are owed money by Concord III for services rendered, contracted for or products sold
to the Concord III; |
|
· |
All rights specified in Concord III’s charter
relating to the right of officers and directors to be indemnified by Concord III, and of Concord III’s officers and directors
to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If
the business combination is not approved and Concord III liquidates, Concord III will not be able to perform its obligations to its
officers and directors under those provisions; |
|
· |
None of Concord III’s executive officers or directors
has received any cash compensation for services rendered to Concord III. All of the current members of Concord III’s board
of directors are expected to continue to serve as directors at least through the date of the special meeting and Bob Diamond, Concord
III’s chairman of the Board, is expected to continue to serve as a director following the consummation of an initial business
combination and receive compensation thereafter; |
|
· |
Our sponsor has the ability to loan to Concord III up to $350,000, which was evidenced by an unsecured promissory note, which
is payable without interest upon consummation of a business combination. In the event that Concord III does not complete an initial
business combination, it may use a portion of the working capital held outside the trust account to repay such loaned amount but
no proceeds from the trust account may be used for such repayment. Accordingly, Concord III will most likely be unable to repay the
loan if a business combination is not completed; |
|
· |
Concord III has entered into an Administrative Services
Agreement with our sponsor, pursuant to which, Concord III pays $20,000 per month for office space, administrative and support services.
Upon the earlier of completion of a business combination or liquidation, Concord III will cease paying these monthly fees. Accordingly,
our sponsor may receive payments in excess of the 24 payments originally contemplated, if the Charter Amendment is implemented. |
Recommendation of the Board
As discussed above, after careful consideration
of all relevant factors, the Board has determined that the Charter Amendment proposal is fair to, and in the best interests of, Concord
III and its stockholders. The Board has approved and declared advisable adoption of the Charter Amendment proposal, and recommends that
you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem your public shares.
The Board of Directors recommends that you
vote “FOR” the Charter Amendment proposal. The Board of Directors expresses no opinion as to whether you should redeem your
public shares.
THE
ADJOURNMENT PROPOSAL
The Adjournment Proposal, if adopted, will request
the chairman of the special meeting (who has agreed to act accordingly) to adjourn the special meeting to a later date or dates to permit
further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event, based on the tabulated
votes, there are not sufficient votes at the time of the special meeting to approve the Charter Amendment proposal. If the Adjournment
Proposal is not approved by our stockholders, the chairman of the meeting will not exercise his ability to adjourn the special meeting
to a later date (which he would otherwise have under our Amended and Restated Certificate of Incorporation) in the event, based on the
tabulated votes, there are not sufficient votes at the time of the special meeting to approve any of the Charter Amendment proposal.
Required Vote
If a majority of the votes cast present in person
or by proxy and voting on the matter at the special meeting vote for the Adjournment Proposal, the chairman of the special meeting will
exercise his or her power to adjourn the meeting as set out above.
All of Concord III’s directors, executive
officers and their affiliates are expected to vote any shares owned by them in favor of the Adjournment Proposal. On the record date,
directors and executive officers of Concord III and their affiliates beneficially owned and were entitled to vote 8,047,727 shares of
common stock representing approximately 18.7% of Concord III’s issued and outstanding shares of common stock.
Recommendation of the Board
The Board recommends
that, if presented, you vote “FOR” the Adjournment Proposal.